HomeMy WebLinkAboutAgenda Report - April 27, 2004 C-01 SMAGENDA ITEM CO am I
CITY OF LODI
COUNCIL COMMUNICATION
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AGENDA TITLE: Adopt Resolution Approving Forms of an Installment Purchase Contract, a
Certificate Purchase Contract, Official Statement and a Continuing
Disclosure Agreement Relating to Wastewater System Revenue Certificates
of Participation, 2004 Series A; and Approving and Authorizing Certain Other
Matters Relating Thereto
MEETING DATE: April 27, 2004
PREPARED BY: Public Works Director
RECOMMENDED ACTION: That the City Council adopt the attached resolution approving forms
of an Installment Purchase Contract, a Certificate Purchase
Contract, Official Statement and a Continuing Disclosure Agreement
relating to Wastewater System Revenue Certificates of
Participation, 2004 Series A; and approving and authorizing certain other matters relating thereto.
BACKGROUND INFORMATION: The attached financing documents for the White Slough project are
the result of numerous meetings with our financial advisor, the
underwriter and legal counsel(s). A representative from our advisor,
Public Financial Management, Inc., will be available at the meeting
to answer questions.
Approval of the financing requires the prior adoption of the proposed rate increases being considered at
this same meeting.
The attached resolution concerns approval, execution and delivery of the COP documents listed below:
1. Installment Purchase Contract
2. Certificate Purchase Contract
3. Preliminary Official Statement
4. Continuing Disclosure Agreement
5. Official Statement (delivered later)
FUNDING: Wastewater Fund
RCPlpmf
Attachments
. -f MA Ak
Vicky WAthie, Finance
APPROVE=D:
Richard C. Prima, JrV
Public Works Director
H. Dixon Flynn, City Manager
CRevenueCertificates2.doc 4/21/2004
OH&S
Draft of April 16, 2004
INSTALLMENT PURCHASE AGREEMENT
by and between
CITY OF LODI
and
LODI PUBLIC IMPROVEMENT CORPORATION
Dated as of May 1, 2004
relating to
CITY OF LODI
WASTEWATER SYSTEM REVENUE
CERTIFICATES OF PARTICIPATION
2004 SERIES A
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Table of Contents
Page
ARTICLE I DEFINITIONS................................................................................................. 3
Section1.1.
Definitions............................................................................................ 3
ARTICLE II REPRESENTATIONS AND WARRANTIES ................................................ 8
Section 2.1.
Representations by the City................................................................. 8
Section 2.2.
Representations and Warranties by the Corporation ........................... 8
ARTICLE III ACQUISITION OF THE PROJECT............................................................... 9
Section 3.1.
Sale and Purchase of Project................................................................ 9
Section3.2.
Title...................................................................................................... 9
ARTICLE IV INSTALLMENT PAYMENTS....................................................................... 9
Section 4.1.
Purchase Price...................................................................................... 9
Section 4.2.
Installment Payments and Additional Payments ..................................
9
ARTICLE V SECURITY
....................................................................................................
10
Section 5.1.
Pledge of System Net Revenues........................................................10
Section 5.2.
Allocation of System Revenues.........................................................
11
Section 5.3.
Additional Parity Debt.......................................................................
13
Section 5.4.
Rate Stabilization Fund......................................................................
14
ARTICLE VI COVENANTS OF THE CITY......................................................................
14
Section 6.1.
Punctual Payment...............................................................................
14
Section 6.2.
Legal Existence..................................................................................
14
Section 6.3.
Against Encumbrances.......................................................................
14
Section 6.4.
Against Sale or Other Disposition of the System ..............................
14
Section 6.5.
Maintenance and Operation of System ..............................................
15
Section 6.6.
Insurance............................................................................................
15
Section 6.7.
Eminent Domain Proceeds.................................................................
16
Section 6.8.
Amounts of Rates, Fees and Charges ................................................
16
Section 6.9.
Enforcement of and Performance Under Contracts ...........................
17
Section 6.10.
Collection of Charges, Fees and Rates ..............................................
17
Section 6.11.
No Free Service..................................................................................
17
Section 6.12.
Prompt Acquisition and Construction of the Project .........................
17
Section 6.13.
Payment of Claims.............................................................................
18
Section 6.14.
Books of Record and Accounts; Financial Statements ......................
18
Section 6.15.
Payment of Taxes and Other Charges and Compliance with
Governmental Regulations.................................................................
18
Section 6.16.
Tax Covenants and Matters...............................................................
19
Section 6.17.
Rebate Fund.......................................................................................
19
Section 6.18.
Continuing Disclosure.......................................................................
20
Section 6.19.
Further Assurances.............................................................................
20
Section 6.20.
Reimbursement of Certificate Insurer and Other Provisions
Relating to the Certificate Insurer ......................................................
20
ARTICLE VII PREPAYMENT
OF INSTALLMENT PAYMENTS ...................................
21
Section7.1.
Prepayment........................................................................................
21
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF THE
CORPORATION...........................................................................................
22
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Table of Contents
(continued)
Page
Section 8.1.
Events of Default and Acceleration of Maturities ............................. 22
Section 8.2.
Application of Funds Upon Acceleration ..........................................
23
Section 8.3.
Other Remedies of the Corporation...................................................
23
Section8.4.
Non-Waiver........................................................................................
24
Section 8.5.
Remedies Not Exclusive....................................................................
24
Section8.6.
Notices...............................................................................................
24
ARTICLE IX DISCHARGE OF OBLIGATIONS...............................................................
24
Section 9.1.
Discharge of Installment Payments ...................................................
25
Section 9.2.
Accounting and Discharge Instruments .............................................
25
ARTICLE X MISCELLANEOUS......................................................................................
25
Section 10.1.
Liability of City Limited to System Revenues ..................................
25
Section 10.2.
Successor Is Deemed Included in all References to Predecessor ......
25
Section 10.3.
Waiver of Personal Liability..............................................................
25
Section 10.4.
Article and Section Headings, Gender and References .....................
26
Section 10.5.
Partial Invalidity.................................................................................
26
Section10.6.
Assignment........................................................................................
26
Section 10.7.
Net Contract.......................................................................................
26
Section 10.8.
California Law...................................................................................
26
Section 10.9.
Effective Date....................................................................................
26
Section 10.10.
Execution in Counterparts..................................................................
26
Section 10.11.
Indemnification of Corporation.........................................................
26
Section10.12.
Amendments......................................................................................
28
EXHIBIT A - DESCRIPTION OF THE PROJECT.................................................................A-1
EXHIBIT B - PRINCIPAL COMPONENTS OF INSTALLMENT PAYMENTS .................
B-1
EXHIBIT C - SCHEDULE OF INSTALLMENT PAYMENTS .............................................
C-1
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INSTALLMENT PURCHASE AGREEMENT
This INSTALLMENT PURCHASE AGREEMENT, made and entered into as of May 1,
2004, by and between the CITY OF LODI, a municipal corporation duly organized and existing
under and by virtue of the laws of the State of California (the "City"), and the LODI PUBLIC
IMPROVEMENT CORPORATION, a nonprofit, public benefit corporation duly organized and
existing under and by virtue of the laws of the State of California (the "Corporation").
WITNESSETH:
WHEREAS, the City has established the System (capitalized terms used herein and not
otherwise defined shall have the meanings given such terms pursuant to Section 1.1) to provide
for the collection, treatment and disposal of wastewater; and
WHEREAS, the City proposes to make certain additions, betterments, extensions,
replacements and improvements to its System constituting the Project and more fully described
in Exhibit A hereto; and
WHEREAS, the Corporation is authorized to enter into contracts for the acquisition and
sale of facilities such as the Project; and
WHEREAS, the Corporation has agreed to assist the City by acquiring or causing the
acquisition of the Project as herein provided and selling the Project to the City on the terms and
conditions set forth herein; and
WHEREAS, the City and the Corporation have duly authorized the execution of this
Agreement;
WHEREAS, the Corporation will assign certain of its rights hereunder, including its right
to receive Installment Payments, to Union Bank of California, N.A., as Trustee under the Trust
Agreement; and
WHEREAS, pursuant to the Trust Agreement, the Trustee is to execute and deliver City
of Lodi Wastewater System Revenue Certificates of Participation, 2004 Series A, evidencing the
proportionate interests of the Owners thereof in the Installment Payments; and
WHEREAS, the proceeds of the sale of the Certificates are to be applied, among other
things, to finance the Costs of the Project; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened
and to have been performed precedent to and in connection with the execution and delivery of
this Installment Purchase Agreement 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 Installment Purchase Agreement;
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NOW, THEREFORE, IN CONSIDERATION OF THESE PREMISES AND OF THE
MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER
VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS
FOLLOWS:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. Unless the context otherwise requires, the terms defined in
this Section shall for all purposes hereof and of any amendment hereof or supplement hereto and
of any report or other document mentioned herein or therein have the meanings given such terms
in the Trust Agreement, such following definitions to be equally applicable to both the singular
and plural forms of any of the defined terms.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1. Representations by the City. The City represents, warrants and certifies as
follows:
(a) The City is a municipal corporation duly organized and existing under and
pursuant to the laws of the State of California. The City has full legal right, power and authority
to enter into this Agreement and carry out its obligations hereunder, to carry out and consummate
all transactions contemplated by this Agreement, and the City has complied with the provisions
of all applicable law in all matters relating to such transactions. By proper action, the City has
duly authorized the execution, delivery and due performance of this Agreement.
(b) The City will not take or permit any action to be taken which results in the interest
component of the Installment Payments being included in the gross income for purposes of
federal income taxation or not being exempt from personal income taxes of the State of
California.
(c) The City has determined that it is necessary and proper for City uses and purposes
within the terms of all applicable law that the City finance the acquisition of the Project in the
manner provided for in this Agreement.
(d) All acts, conditions and things required by the Constitution and statutes of the
State to have been performed, to have happened and to exist precedent to and in connection with
the execution and delivery of this Agreement, have been performed, have happened and do exist
in regular and due time, form and manner as required by law.
Section 2.2. Representations and Warranties by the Corporation. The Corporation
represents and warrants that the Corporation is a nonprofit, public benefit corporation duly
organized and in good standing under the laws of the State of California, has full legal right,
power and authority to enter into this Agreement and to carry out and consummate all
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transactions contemplated by this Agreement and by proper action has duly authorized the
execution, delivery and due performance of this Agreement.
ARTICLE III
ACQUISITION OF THE PROJECT
Section 3.1. Sale and Purchase of Project. In consideration for the Corporation's
assistance in financing the Project through the execution and delivery of this Agreement and the
Trust Agreement, the City agrees to act as the Corporation's agent for purposes of construction
and acquisition of the Project. The City will proceed with the acquisition and construction of the
Project as provided in Section 6.12. The Corporation will make the amounts on deposit in the
Improvement Fund available to the City for this purpose, as provided in the Trust Agreement.
In consideration for the Installment Payments as set forth in Section 4.2, the Corporation
agrees to sell, and hereby sells, to the City, and the City agrees to purchase, and hereby
purchases, from the Corporation, the Project at the Purchase Price specified in Section 4.1 and
otherwise in the manner and in accordance with the provisions of this Agreement.
Section 3.2. Title. All right, title and interest in each element and component of the
Project shall vest in the City immediately upon execution and delivery of this Agreement or, if
later, the acquisition of any rights with respect to such element or component.
ARTICLE IV
INSTALLMENT PAYMENTS
Section 4.1. Purchase Price.
(a) The Purchase Price to be paid by the City to the Corporation for the purchase of
the Project is the sum of the principal components of the Installment Payments set forth in
Exhibit B hereto plus the interest components of the Installment Payments which consist of the
sum of the interest to accrue on the unpaid balance of each such principal component at the
interest rate set forth in Exhibit B hereto.
(b) The interest component of the Installment Payments shall accrue from the
Delivery Date to the date of payment of the applicable principal component, including any
prepayment thereof pursuant to Article VII. The interest component shall be computed on the
basis of a 360 -day year of twelve 30 -day months. The interest component of the Installment
Payments shall be paid by the City as and constitute interest paid on the principal components of
the Installment Payments.
Section 4.2. Installment Payments and Additional Pam. The City shall, subject
the provisions of Section 10.1 and to any rights of prepayment provided in Article VII, pay the
Corporation the Purchase Price in installment as follows: (i) each principal component of the
Installment Payments is payable on the Installment Payment Date preceding the due date for
such principal component set forth in Exhibit B hereto in the amount specified for such due date
in Exhibit B hereto; and (ii) the interest components of the Installment Payments shall be payable
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on the Installment Payment Date preceding each Interest Payment Date in the amount of accrued
interest on the unpaid balance of the principal components of the Installment Payments at the
respective interest rates per annum set forth in Exhibit B hereto. Such interest shall be calculated
on the basis of a 360 -day year consisting of twelve 30- months. The schedule of the principal
and interest components as of the Delivery Date are set forth in Exhibit C hereto. The amounts
shown in Exhibit C hereto shall automatically be adjusted to account for any prepayment of
Installment Payments made by the City pursuant to Article VII and any discharge of Installment
Payments pursuant to Article IX.
Each Installment Payment shall be paid to the Corporation in lawful money of the United
States of America. In the event the City fails to make any of the payments required to be made
by it under this Section, such payment shall continue as an obligation of the City until such
amount shall have been fully paid; and the City agrees to pay the same with interest accruing
thereon at the highest rate of interest then applicable to the remaining unpaid principal
components of the Installment Payments.
The obligation of the City to make the Installment Payments is absolute and
unconditional, and, until such time as the Purchase Price shall have been paid in full (or
provision for the payment thereof shall have been made pursuant to Article IX), the City will not
discontinue or suspend any Installment Payment required to be made by it under this Section,
whether or not the System or any part thereof is operating or operable or has been completed, or
its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part. This
Agreement shall be deemed and construed to be a net contract, and the City shall pay absolutely
net during the term hereof the Installment Payments and all other payments required hereunder,
and such payments shall be net payments and shall not be subject to deduction, abatement
reduction or diminution, whether by offset or otherwise, and shall not be conditional upon the
performance or nonperformance by any party of any agreement for any cause whatsoever.
In addition to the Installment Payments, the City shall also pay such amounts
("Additional Payments") as shall be required for the payment of all fees and administrative costs
of the Corporation and the Trustee under the Trust Agreement or otherwise relating to the
Certificates, including without limitation all expenses, compensation and indemnification of the
Corporation and the Trustee payable by the City hereunder and under the Trust Agreement, fees
of auditors, accountants, attorneys or engineers, and all other necessary administrative costs of
the Corporation or charges required to be paid by it to comply with the terms hereof of the
Certificates or of the Trust Agreement or to indemnify the Corporation and its employees,
officers and directors and the Trustee.
ARTICLE V
SECURITY
Section 5.1. Pledge of System Net Revenues. All System Net Revenues and all
amounts on deposit in the System Revenue Fund are, pursuant to the Pledge Law, hereby
irrevocably pledged to the payment of the Installment Payments as provided herein and shall not
be used for any other purpose until all Installment Payments have been fully paid or provision
has been made for such payment in accordance with Section 9.1; provided that out of the System
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Revenues and amounts on deposit in the System Revenue Fund, there may be apportioned such
sums for such purposes as are expressly permitted herein. This pledge, together with the pledge
of System Net Revenues and amounts in the System Revenue Fund securing all other Parity
Debt, shall, subject to application as permitted herein, constitute a first lien on System Net
Revenues and amounts on deposit in the System Revenue Fund.
Section 5.2. Allocation of System Revenues. In order to carry out and effectuate the
pledge and lien contained herein, the City agrees and covenants that all System Revenues shall
be received by the City in trust hereunder and, except for Net Proceeds, shall be deposited when
and as received in a special fund designated as the "System Revenue Fund", which fund the City
has heretofore established and which fund the City agrees and covenants to maintain and to hold
separate and apart from other funds until all Installment Payments have been fully paid or
provision has been made therefor in accordance with Section 9.1. To the extent the City has an
existing fund which satisfies the foregoing requirements, then such fund shall be deemed to be
the "System Revenue Fund" and the City shall not be required to create a new fund. The City
may maintain separate accounts within the System Revenue Fund. The amounts in the System
Revenue Fund shall be invested in Authorized Investments. Moneys in the System Revenue
Fund shall be used and applied by the City as provided in this Agreement.
The City shall, from the moneys in the System Revenue Fund, pay all Operation and
Maintenance Costs (including amounts reasonably required to be set aside in contingency
reserves for Operation and Maintenance Costs, the payment of which is not then immediately
required) as such Operation and Maintenance Costs become due and payable. Thereafter, all
remaining moneys in the System Revenue Fund shall be set aside by the City at the following
times for the transfer to the following respective special funds in the following order of priority;
and all moneys in each of such funds shall be held in trust and shall be applied, used and
withdrawn only for the purposes set forth in this Section and, as to funds held under the Trust
Agreement, the Trust Agreement.
(a) Installment Pam. Not later than each Installment Payment Date, the City
shall, from the moneys in the System Revenue Fund, transfer to the Trustee the Installment
Payment due and payable on that Installment Payment Date. The City shall also, from the
moneys in the System Revenue Fund, transfer when due to the applicable trustee for deposit in
the respective payment fund, without preference or priority, and in the event of any insufficiency
of such moneys ratably without any discrimination or preference, any Parity Obligation
Payments in accordance with the provisions of the applicable Parity Obligations.
(b) Reserve Fund. On or before the first Business Day of each month, the City shall,
from the remaining moneys in the System Revenue Fund, without preference or priority, and in
the event of any insufficiency of such moneys ratably without any discrimination or preference,
transfer to the Trustee as provided in Section 3.04 of the Trust Agreement for deposit in the
Reserve Fund in accordance with the Trust Agreement and to the applicable trustee for such
other debt service reserve funds, if any, as may have been established in connection with Parity
Obligations that sum, if any, necessary to restore: (i) the Reserve Fund to an amount equal to the
Reserve Fund Requirement and otherwise replenish the Reserve Fund for any withdrawals
(including draws upon the Reserve Policy) to pay the Installment Payments due hereunder; and
(ii) necessary to restore such other debt service reserve funds for Parity Obligations to an amount
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equal to the amount required to be maintained therein; provided that payments to restore the
Reserve Fund after a withdrawal may be made in monthly installments equal to 1/12 of the
aggregate amount needed to restore the Reserve Fund to the Reserve Fund Requirement as of the
date of the withdrawal. To the extent that draws on the Reserve Fund are from the Reserve
Policy as permitted under the definition of Reserve Fund Requirement in the Trust Agreement,
transfers hereunder to restore the Reserve Fund shall be made to reimburse the provider of the
Reserve Policy to the extent the Reserve Policy is reinstated.
The City shall be obligated to make payments to the Certificate Insurer for draws on the
Reserve Policy only to the extent of draws on the Reserve Fund relating to this Agreement.
Interest shall accrue and be payable on draws under the Reserve Policy and all related reasonable
expenses incurred by the Certificate Insurer from the date of payment by the Certificate Insurer
at the Late Payment Rate. "Late Payment Rate" means the lesser of (a) the greater of (i) the per
annum rate of interest, publicly announced from time to time by [JP Morgan Chase Bank (N.A.)]
at its principal office in the City of New York, as its prime or base lending rate ("Prime Rate")
(any change in such Prime Rate to be effective on the date such change is announced by [JP
Morgan Chase Bank (N.A.))] plus 3%, and (ii) the then applicable highest rate of interest on the
unpaid principal component of the Installment Payments and (b) the maximum rate permissible
under applicable usury or similar laws limiting interest rates. The Late Payment Rate shall be
computed on the basis of the actual number of days elapsed over a year of 360 days. In the event
[JP Morgan Chase Bank (N.A.)] ceases to announce its Prime Rate publicly, Prime Rate shall be
the publicly announced prime or base lending rate of such national bank as the Certificate Insurer
shall specify. Repayment of draws and payment of expenses and accrued interest thereon at the
Late Payment Rate (collectively, "Policy Costs") shall commence in the first month following
each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the
aggregate of Policy Costs related to such draw (provided that the City may repay the Policy
Costs in full at any time during this period).
If the City shall fail to pay any Policy Costs in accordance with the requirements set forth
above, the Certificate Insurer shall be entitled to exercise any and all legal and equitable
remedies available to it, including those provided hereunder and under the Trust Agreement
other than (i) acceleration of the maturity of the principal component of the Installment Payments
or (ii) remedies which would adversely affect Owners of the Certificates.
For purposes of the additional Parity Debt test in Section 5.3(c) and the rate covenant in
Section 6.8(b), System Net Revenues shall provide at least one times coverage of the Policy
Costs then due and owing in addition to the other coverage requirements therein.
(c) Sup2lus. Moneys on deposit in the System Revenue Fund not necessary to make
any of the payments required above in a Fiscal Year may be expended by the City at any time for
any purpose permitted by law, including but not limited to payments with respect to Subordinate
Obligations and deposits to the Rate Stabilization Fund.
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Section 5.3. Additional Parity Debt. The City may at any time enter into or otherwise
incur Parity Debt in addition to the obligations under this Agreement and the Parity Payment
Obligations under the Prior Agreements; provided:
(a) The City shall be in compliance with all agreements, conditions, covenants and
terms contained in this Agreement required to be observed or performed by it, and a Certificate
of the City to that effect shall have been filed with the Trustee (with the consent of the Certificate
Insurer this condition shall not apply where the purpose of the proposed Parity Debt is to cure
such non-compliance).
(b) Any debt service reserve fund established for such Parity Debt shall satisfy the
following criteria: (i) such debt service reserve fund shall be held by an independent trustee (who
may be other than the Trustee); (ii) the required amount of such debt service reserve fund shall
not exceed the lesser of the maximum annual debt service of such Parity Debt (calculated on the
basis of a year ending on the principal payment date of such Parity Debt) or the maximum
amount permitted under the Code, provided that, if such Parity Debt is a loan from a
governmental agency, then a debt service reserve fund shall be established in the amount, if any,
required or permitted by such governmental agency; and (iii) the City shall not be required to
replenish withdrawals from such debt service reserve fund on terms less favorable to the City
than the terms for replenishing the Reserve Fund pursuant to Section 5.2(b).
(c) The System Net Revenues for the last completed Fiscal Year or any 12
consecutive months within the last 18 months preceding the date of entry into or incurrence of
such Parity Debt, as shown by a Certificate of the City on file with the Trustee, plus an
allowance for increased System Net Revenues arising from any increase in the rates, fees and
charges of the System which was duly adopted by the City Council of the City prior to the date
of the entry into or incurrence of such Parity Debt but which, during all or any part of such 12
month period, was not in effect, in an amount equal to the amount by which the System Net
Revenues would have been increased if such increase in rates, fees and charges had been in
effect during the whole of such 12 month period, as shown by a Certificate of the City on file
with the Trustee, shall have produced a sum equal to at least 110 percent of the Maximum
Annual Debt Service as calculated after the entry into or incurrence of such Parity Debt;
provided, that in the event that all or a portion of such Parity Debt is to be issued for the purpose
of refunding and retiring any Parity Debt then outstanding, interest and principal payments on
the Parity Debt to be so refunded and retired from the proceeds of such Parity Debt being issued
shall be excluded from the foregoing computation of Maximum Annual Debt Service; provided
further, that the City may at any time enter into or incur Parity Debt without compliance with the
foregoing conditions if the Annual Debt Service for each Fiscal Year during which such Parity
Debt is outstanding will not be increased by reason of the entry into or incurrence of such Parity
Debt; and provided further, an adjustment shall be made in the amount of System Net Revenues
as provided in Section 5.4. The provisions of this subsection are subject to the requirements of
the fourth paragraph of Section 5.2(b).
Nothing contained in this Section shall limit the issuance of any revenue bonds, notes or
other evidences of indebtedness or the entry into any installment purchase agreement by the City
payable from the System Net Revenues and secured by a lien and charge on the System Net
Revenues if, after the issuance of such revenue bonds or entry into such installment purchase
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agreement, all of the Installment Payments shall have been fully paid or provision has been made
therefor in accordance with Section 9.1. Furthermore, nothing contained in this Section shall
limit the issuance or incurrence of any Subordinate Obligations.
Section 5.4. Rate Stabilization Fund. The City has heretofore established a special
fund known as the "Rate Stabilization Fund" which shall be held and maintained by the City
until all Installment Payments have been fully paid or provision has been made therefor in
accordance with Section 9.1. The City may, subject to the provisions of Section 5.2, during or
within 210 days after a Fiscal Year, transfer surplus System Net Revenues attributable to such
Fiscal Year (on the basis of Generally Accepted Accounting Principles) from the System
Revenue Fund to the Rate Stabilization Fund. The City may at any time transfer moneys from
the Rate Stabilization Fund to the System Revenue Fund. Notwithstanding anything to the
contrary provided herein, System Net Revenues deposited into the Rate Stabilization Fund shall
not be taken into account as System Revenues for the Fiscal Year to which such deposited
System Net Revenues are attributable for purposes of the calculations in Sections 5.3 and 6.8(b)
and amounts withdrawn from the Rate Stabilization Fund and deposited into the System Revenue
Fund may be taken into account as System Revenues for purposes of the calculations required
under Sections 5.3 and 6.8(b) for the Fiscal Year in which such deposit is made; provided that,
for purposes of the calculation required under Section 6.8(b), the amount of System Net
Revenues before any credits for transfers from the Rate Stabilization Fund to the System
Revenue Fund may not be less than 100% of Annual Debt Service for such Fiscal Year. The
amounts in the Rate Stabilization Fund shall be invested in the Authorized Investments.
ARTICLE VI
COVENANTS OF THE CITY
Section 6.1. Punctual Payment. The City will punctually pay the Installment Payments
in strict conformity with the terms hereof and will faithfully satisfy, observe and perform all
agreements, conditions, covenants and terms hereof.
Section 6.2. Legal Existence. The City will use all means legally available to maintain
its existence.
Section 6.3. Against Encumbrances. The City will not mortgage or otherwise
encumber, pledge or place any charge or lien upon System Revenues. The City will not
mortgage or otherwise encumber, pledge or place any lien or charge upon any of the System Net
Revenues on a parity with the pledge securing the payment of the Installment Payments except
for Parity Obligations as provided herein. The City will not issue or incur any obligations
secured by System Net Revenues senior to the Parity Debt. The City may at any time issue any
Subordinate Obligations.
Section 6.4. Against Sale or Other Disposition of the S.. se. The City will not sell or
otherwise dispose of the System or any part thereof essential to the proper operation of the
System or to the maintenance of the System Net Revenues, unless the Installment Payments have
been fully paid or provision has been made therefor in accordance with Section 9.1. The City
will not enter into any lease or agreement which impairs the operation of the System or any part
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thereof necessary to secure adequate System Net Revenues for the payment of the Parity Debt, or
which would otherwise impair the rights of the Owners with respect to the System Net Revenues
or the operation of the System.
Section 6.5. Maintenance and Operation of System. The City will maintain and
preserve the System in good repair and working order at all times and will operate the System in
an efficient and economical manner.
Section 6.6. Insurance.
(a) To the extent such insurance is available for reasonable premiums from a
reputable insurance company, the City will procure and maintain at all times insurance on the
System against such risks (including accident to or destruction of the System) and in such
amounts as are usually insured in connection with operations in California similar to the System;
provided, that such insurance coverage may be satisfied under a self-insurance program which is
actuarially sound.
(b) The City shall procure and maintain or cause to be procured and maintained
public liability insurance covering claims against the City (including its city council, officers and
employees) for bodily injury or death, or damage to property occasioned by reason of the City's
operations, including any use of the System, and such insurance shall afford protection in such
amounts as are usually covered in connection with operations in California similar to the System;
provided, that such insurance coverage may be satisfied under a self-insurance program which is
actuarially sound.
(c) The provisions of this subsection (c) are subject to the requirements of the Prior
Agreements with respect to the application of Net Proceeds consisting of insurance payments. If
all or any part of the System shall be damaged or destroyed, the Net Proceeds realized by the
City as a result thereof shall be deposited by the City with the Trustee in a special fund which the
Trustee shall establish as needed in trust and applied by the City to the cost of acquiring and
constructing repairs, replacements, additions, betterments, extensions or improvements to the
System if (A) the City first secures and files with the Trustee a Certificate of the City showing
(i) the loss in annual System Revenues, if any, suffered, or to be suffered, by the City by reason
of such damage or destruction, (ii) a general description of the repairs, replacements, additions,
betterments, extensions or improvements to the System then proposed to be acquired and
constructed by the City from such proceeds, and (iii) an estimate of the System Revenues to be
derived after the completions of such repairs, replacements, additions, betterments, extensions or
improvements; and (B) the Trustee has been furnished a Certificate of the City, certifying that
the System Revenues after such repair, replacement, addition, betterment, extension or
improvement of the System will sufficiently offset on a timely basis the loss of System Revenues
resulting from such damage or destruction so that the ability of the City to pay all Parity Debt
when due will not be substantially impaired, and such Certificate of the City shall be final and
conclusive, and any balance of such proceeds not required by the City for such purpose shall be
deposited in the System Revenue Fund and applied as provided in Section 5.2; provided, that if
the foregoing conditions are not met, then such proceeds shall be deposited with the Trustee and
applied to make Installment Payments and Parity Obligation Payments as they shall become due
ratably without any discrimination or preference; provided further that the foregoing procedures
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for the application of Net Proceeds consisting of insurance payments shall be subject to any
similar provisions for Parity Debt on a pro rata basis.
If such damage or destruction has had no effect, or at most an immaterial effect, upon the
System Revenues and the security of the Parity Debt, and a Certificate of the City to such effect
has been filed with the Trustee, then the City shall forthwith deposit such proceeds in the System
Revenue Fund, to be applied as provided in Section 5.2.
Section 6.7. Eminent Domain Proceeds. The provision of this Section are subject to
the requirements of the Prior Agreements with respect to the application of the Net Proceeds
consisting of awards under eminent domain proceedings. If all or any part of the System shall be
taken by eminent domain proceedings, the Net Proceeds realized by the City therefrom shall be
deposited by the City with the Trustee in a special fund which the Trustee shall establish as
needed in trust and applied by the City to the cost of acquiring and constructing additions,
betterments, extensions or improvements to the System if (A) the City first secures and files with
the Trustee a Certificate of the City showing (i) the loss in annual System Revenues, if any,
suffered, or to be suffered, by the City by reason of such eminent domain proceedings, (ii) a
general description of the additions, betterments, extensions or improvements to the System then
proposed to be acquired and constructed by the City from such proceeds, and (iii) an estimate of
the additional System Revenues to be derived from such additions, betterments, extensions or
improvements; and (B) the Trustee has been furnished a Certificate of the City, certifying that
such additional System Revenues will sufficiently offset on a timely basis the loss of System
Revenues resulting from such eminent domain proceedings so that the ability of the City to pay
all Parity Debt when due will not be substantially impaired, and such Certificate of the City shall
be final and conclusive, and any balance of such proceeds not required by the City for such
purpose shall be deposited in the System Revenue Fund and applied as provided in Section 5.2,
provided, that if the foregoing conditions are not met, then such proceeds shall be deposited with
the Trustee and applied to make Installment Payments and Parity Obligation Payments as they
shall become due ratably without any discrimination or preference; provided further that the
foregoing procedures for the application of Net Proceeds consisting of awards under eminent
domain proceedings shall be subject to any similar provisions for Parity Debt on a pro rata basis.
If such eminent domain proceedings have had no effect, or at most an immaterial effect,
upon the System Revenues and the security of the Parity Debt, and a Certificate of the City to
such effect has been filed with the Trustee, then the City shall forthwith deposit such proceeds in
the System Revenue Fund, to be applied as provided in Section 5.2.
Section 6.8. Amounts of Rates, Fees and Charges.
(a) The City will, at all times until all Installment Payments have been fully paid or
provision has been made therefor in accordance with Section 9. 1, fix, prescribe and collect rates,
fees and charges and manage the operation of the System for each Fiscal Year so as to yield
System Revenues at least sufficient, after making reasonable allowances for contingencies and
errors in the estimates, to pay the following amounts during such Fiscal Year:
(i) All current Operation and Maintenance Costs.
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(ii) The Installment Payments, all other Parity Obligation Payments and all
payments on Subordinate Obligations as they become due and payable.
(iii) All payments required for compliance with the terms of the Trust
Agreement and hereof, including restoration of the Reserve Fund to an amount equal to
the Reserve Fund Requirement.
(iv) All payments to meet any other obligations of the City which are charges,
liens or encumbrances upon, or payable from, the System Revenues.
(b) In addition to the requirements of the foregoing subsection (a) of this Section, the
City will, at all times until all Installment Payments have been fully paid or provision has been
made therefor in accordance with Section 9. 1, to the maximum extent permitted by law, fix,
prescribe and collect rates, fees and charges and manage the operation of the System for each
Fiscal Year so as to yield System Net Revenues during such Fiscal Year equal to at least 110%
per cent of the Annual Debt Service in such Fiscal Year; provided, an adjustment shall be made
to the amount of System Net Revenues as provided in Section 5.4.
The City may make or permit to be made adjustments from time to time in such rates,
fees and charges and may make or permit to be made such classification thereof as it deems
necessary, but shall not reduce or permit to be reduced such rates, fees and charges below those
then in effect unless the System Revenues from such reduced rates, fees and charges will at all
times be sufficient to meet the requirements of this Section.
Section 6.9. Enforcement of and Performance Under Contracts. The City shall enforce
all material provisions of any contracts to which it is a parry, an assignee, successor in interest to
a party or third -party beneficiary, in any case where such contracts provide for material
payments or services to be rendered to the System. Further, the City will comply with, keep,
observe and perform all material agreements, conditions, covenants and terms, express or
implied, required to be performed by it, contained in all contracts affecting or involving the
System, to the extent that the City is a party thereto.
Section 6.10. Collection of Charges, Fees and Rates. The City will have in effect at all
times rules and regulations requiring each user of the System to pay the applicable charges, fees
and rates and providing for the billing thereof and for a due date and a delinquency date for each
bill. In each case where such bill remains unpaid in whole or in part after it becomes delinquent,
the City will enforce the collection procedures contained in such rules and regulations.
Section 6.11. No Free Service. The City will not permit any part of the System or any
facility thereof to be used or taken advantage of free of charge by any corporation, firm or
person, or by any public agency (including the State of California and any city, county, public
agency, political subdivision, public corporation or agency or any thereof), unless otherwise
required by law or existing written agreements.
Section 6.12. Prompt Acquisition and Construction of the Project. From the moneys on
deposit in the Improvement Fund and other moneys available therefor in the System Revenue
Fund, the City will acquire and construct the Project with all practicable dispatch, and such
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acquisition and construction will be made in an expeditious manner and in conformity with the
law so as to complete the same as soon as possible.
Section 6.13. Payment of Claims. The City will pay and discharge any and all lawful
claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the
System or upon the System Revenues or any part thereof, or upon any funds held by the Trustee,
or which might impair the security of the Installment Payments; provided, that nothing herein
contained shall require the City to make any such payments so long as the City in good faith
shall contest the validity of any such claims and such nonpayment will not materially adversely
affect the City's ability to perform its obligations hereunder.
Section 6.14. Books of Record and Accounts; Financial Statements. The City will keep
proper books of record and accounts in which complete and correct entries shall be made of all
transactions relating to the System, the System Revenue Fund and all other accounts or funds
established pursuant hereto, and upon request will provide information concerning such books of
record and accounts to the Trustee.
The City will prepare annually, not later than one hundred eighty (180) days after the
close of each Fiscal Year, until all Installment Payments have been fully paid or provision has
been made therefor in accordance with Section 9.1, an audited financial statement of the City
relating to the System Revenue Fund and all other accounts or funds established pursuant hereto
for the preceding Fiscal Year prepared by an Independent Certified Public Accountant, showing
the balances in each such account or fund as of the beginning of such Fiscal Year and all deposits
in and withdrawals from each such account or fund during such Fiscal Year and the balances in
each such account or fund as of the end of such Fiscal Year, which audited financial statement
shall include a statement as to the manner and extent to which the City has complied with the
provisions hereof as it relates to such accounts and funds. The City will furnish a copy of such
audited financial statement to the Trustee, the Certificate Insurer and to the Information Services
upon request, and will furnish such reasonable number of copies thereof to investment bankers,
security dealers and others interested in the Certificates.
Section 6.15. Payment of Taxes and Other Charges and Compliance with Governmental
Regulations. The City will pay and discharge all taxes, service charges, assessments and other
governmental charges which may hereafter be lawfully imposed upon the System or any
properties owned by the City, or upon the System Revenues, when the same shall become due;
provided, that nothing herein contained shall require the City to make any such payments so long
as the City in good faith shall contest the validity of any such taxes, service charges, assessments
or other governmental charges and such nonpayment will not materially adversely affect the
City's ability to perform its obligations hereunder.
The City will duly comply with all applicable state, federal and local statutes and all valid
regulations and requirements of any governmental authority relative to the operation of the
System or any part thereof, but the City shall not be required to comply with any regulations or
requirements so long as the validity or application thereof shall be contested in good faith and
such noncompliance will not materially adversely affect the City's ability to perform its
obligations hereunder.
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Section 6.16. Tax Covenants and Matters.
(a) General. The City hereby covenants, for the benefit of the Corporation and the
owners and beneficial owners of the Certificates that, notwithstanding any other provisions of
this Agreement, they shall 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 interest
evidenced and represented by the Certificates under Section 103 of the Code. The City shall not,
directly or indirectly, use or permit the use of proceeds of the Certificates or any of the property
financed with proceeds of the Certificates, or any portion thereof, by any person other than a
governmental unit (as such term is used in Section 141 of the Code) in such manner or to such
extent as would result in the loss of exclusion from gross income for federal income tax purposes
of interest evidenced and represented by the Certificates.
(b) Arbitrage. The City shall not, directly or indirectly, use or permit the use of any
proceeds of any Certificates, or of any property financed thereby, or other funds of the City, or
take or omit to take any action, that would cause the Certificates to be "arbitrage bonds" within
the meaning of Section 148 of the Code. To that end, the City shall comply with all
requirements of Section 148 of the Code and all regulations of the United States Department of
the Treasury issued thereunder to the extent such requirements are, at the time, in effect and
applicable to the Certificates.
(c) Federal Guarantee. The City shall not make any use of the proceeds of the
Certificates or any other funds of the City, or take or omit to take any other action, that would
cause the Certificates to be "federally guaranteed" within the meaning of Section 149(b) of the
Code.
(d) Compliance with Tax Certificate. In furtherance of the foregoing tax covenants
of this Section, the City covenants that it will comply with the provisions of the Tax Certificate,
which is incorporated herein as if fully set forth herein. These covenants shall survive payment
in full or defeasance of the Certificates.
Section 6.17. Rebate Fund.
(a) Establishment. Pursuant to the Trust Agreement, the Trustee will hold in the
Rebate Fund any amounts required to satisfy the requirement to make rebate payments to the
United States pursuant to Section 148 of the Code and the Treasury Regulations promulgated
thereunder. Such amounts shall be governed by this Section, Section 6.16, Section 3.07 of the
Trust Agreement and by the Tax Certificate, unless and to the extent that the City delivers to the
Trustee a Favorable Opinion of Bond Counsel with respect to any departure from such
requirements. All money at any time deposited in the Rebate Fund shall be held by the Trustee
in trust for payment to the United States Treasury.
(i) Computation of Rebate Amount. Within 55 days of the end of each fifth
Bond Year (as such term is defined in the Tax Certificate), and each Bond Year in which
funds remain on deposit in the Improvement Fund relating to the City, the City shall
calculate or cause to be calculated the amount of "rebate amount," in accordance with
Section 148(f)(2) of the Code and Section 1.148-3 of the Treasury Regulations (taking
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40490-8 EJC 14
into account any applicable exceptions with respect to the computation of the "rebate
amount," described, if applicable, in the Tax Certificate (e.g., the temporary investments
exceptions of Section 148(f)(4)(A)(ii) or Section 148(f)(4)(B) of the Code, the
expenditure requirements of Section 148(f)(4)(B) or Section 148(f)(4)(C) of the Code or
Section 1.148-7(d) of the Treasury Regulations, the exception for certain "small
governmental issuers" as set forth in Section 148(f)(4)(D) of the Code, and taking into
account whether the election pursuant to Section 148(f)(4)(C)(vii) of the Code (the "1'/2%
Penalty") has been made)), for this purpose treating the last day of the applicable Bond
Year as a computation date, within the meaning of Section 1.148-1(b) of the Treasury
Regulations.
(ii) Transfer of Moneys. Within 55 days of the end of each such fifth Bond
Year, the City shall deposit to the Rebate Fund from System Revenues as an Operation
and Maintenance Cost, if and to the extent required so that the balance in the Rebate
Fund shall equal the "rebate amount" so calculated in accordance with this Section.
(b) Deficiencies in the Rebate Fund. In the event that, prior to the time of any
payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not
sufficient to make such payment when such payment is due, the City shall calculate or cause to
be calculated the amount of such deficiency and deposit from System Revenues as an Operation
and Maintenance Cost, an amount equal to such deficiency prior to the time such payment is due.
(c) Record Keep. The City shall retain records of all determinations made
hereunder until six years after payment in full of the Installment Payments.
(d) Survival of Defeasance. Notwithstanding anything in this Agreement to the
contrary, the obligation to comply with the requirements of this Section shall survive the
payment in full of the Installment Payments or provision for such payment in accordance with
Section 9.1.
Section 6.18. Continuing Disclosure. The City hereby covenants and agrees that it will
comply with and carry out all of the provisions of the Continuing Disclosure Certificate.
Notwithstanding any other provision of this Agreement, failure of the City to comply with the
Continuing Disclosure Certificate shall not be considered an Agreement Event of Default;
however, any Participating Underwriter or any Owner or beneficial owner of the Certificates
may take such actions as described under the Continuing Disclosure Certificate to cause the City
to comply with its obligations under this Section.
Section 6.19. Further Assurances. The City will adopt, make, execute and deliver any
and all such further documents, instruments and assurances as may be reasonably necessary or
proper to carry out the intention or to facilitate the performance hereof.
Section 6.20. Reimbursement of Certificate Insurer and Other Provisions Relatin to o the
Certificate Insurer.
(a) The City agrees to pay or reimburse the Certificate Insurer any and all charges,
fees, costs and expenses which the Certificate Insurer may reasonably pay or incur in connection
with (i) the administration, enforcement, defense or preservation of any rights or security in
DOCSLA1:464100.5
40490-8 EJC 15
respect of this Agreement or the Trust Agreement, (ii) the pursuit of any remedies under the
Trust Agreement or this Agreement or otherwise afforded by law or equity, (iii) the violation by
the City of any law, rule or regulation, or any judgment, order or decree applicable to it or (iv)
any litigation or other dispute in connection with the Trust Agreement or this Agreement or the
transactions contemplated thereby, other than amounts resulting from the failure of the
Certificate Insurer to honor its obligations under Certificate Insurance Policy; provided that the
foregoing obligation shall be strictly limited to defaults with respect to the City. The Certificate
Insurer shall have the right to charge a reasonable fee as a condition to executing any
amendment, waiver or consent proposed in respect of the Trust Agreement or this Agreement.
(b) The City will provide the Certificate Insurer with its annual budget within 30 days
of its adoption and its annual audited financial statements within 210 days after the end of the
City's Fiscal Year.
(c) The City shall not enter into an interest rate swap agreement with respect to
payment obligations payable from System Revenues without the prior consent of the Certificate
Insurer.
ARTICLE VII
PREPAYMENT OF INSTALLMENT PAYMENTS
Section 7.1. Prepayment. The City shall have the right at any time or from time to time
from any available funds to prepay all or any part of the Installment Payments; provided that any
prepayment of a principal component of the Installment Payments to be applied to the
prepayment or defeasance of Certificates shall be in an amount sufficient to provide for such
prepayment or defeasance of Certificates in Authorized Denominations and otherwise in
accordance with the provisions of the Trust Agreement. The Corporation shall accept such
prepayments when the same are tendered by the City. All prepayments of Installment Payments
made by the City pursuant to this Section shall be deposited upon receipt with the Trustee in the
appropriate account in the Debt Service Fund specified by the City. All amounts in the
Prepayment Account shall be applied to the payment, prepayment or provision for the payment,
of Outstanding Certificates in the manner and subject to the terms and conditions set forth in the
Trust Agreement as directed in a Certificate of the City.
With respect to prepayments of Installment Payments pursuant to this Section, the City
shall determine which Installment Payments are to be prepaid, including the principal component
of the Installment Payment due on each Installment Payment Date to be paid or prepaid with
such prepayments, and, subject to the provisions of this Section, the date on which each such
prepayment is to be made. Before making any prepayment pursuant to this Section, the City
shall give written notice to the Corporation specifying the date on which the prepayment will be
paid, which date shall be not less than fifty (50) days from the date such notice is given;
provided, that notwithstanding any such prepayment, the City shall not be relieved of its
obligations hereunder, including specifically its obligations under Article IV, until all Installment
Payments shall have been fully paid or provision for payment thereof shall have been made
pursuant to Section 9.1.
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ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES OF THE CORPORATION
Section 8.1. Events of Default and Acceleration of Maturities. There shall be an
Agreement Event of Default if one or more of the following shall happen, that is to say --
(1) if default shall be made by the City in the due and punctual payment of
any Installment Payment or any other Parity Debt when and as the same shall
become due and payable;
(2) if default shall be made by the City in the performance of any of the other
agreements or covenants required herein to be performed by it, and such default
shall have continued for a period of thirty (30) days after the City shall have been
given notice in writing of such default by the Corporation or the Trustee; provided
that such default shall not constitute an Agreement Event of Default hereunder if
the City shall commence to cure such default within such thirty (30) day period
and thereafter diligently and in good faith shall proceed to cure such default
within a reasonable period of time;
(3) if the City shall file a petition or answer seeking arrangement or
reorganization under the federal bankruptcy laws or any other applicable law of
the United States of America or any state therein, or if a court of competent
jurisdiction shall approve a petition filed with or without the consent of the City
seeking arrangement or reorganization under the federal bankruptcy laws or any
other applicable law of the United States of America or any state therein, or 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 whole
or any substantial part of its property; or
(4) if payment of the principal of any Parity Debt is accelerated in accordance
with its terms;
then, and in each and every such case during the continuance of an Agreement Event of Default
specified in clauses (3) and (4) above, the Corporation shall, and for any other Agreement Event
of Default the Corporation may (and at the direction of the Certificate Insurer, shall), by notice in
writing to the City, declare all unpaid principal components of the Installment Payments and the
accrued interest thereon to be due and payable immediately, and upon any such declaration the
same shall become immediately due and payable; provided that any such declaration of
acceleration shall be subject to the prior written consent of the Certificate Insurer. This
subsection however, is subject to the condition that if, at any time after all unpaid principal
components of the Installment Payments and the accrued interest thereon shall have been so
declared due and payable and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered, the City shall deposit with the Corporation a sum sufficient
to pay the unpaid principal components and interest components of the Installment Payments
then due and payable (other than the principal components of the Installment Payments and the
accrued interest thereon due and payable solely by reason of such declaration), with interest on
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such overdue Installment Payments at the highest rate applicable to the remaining unpaid
principal component of the Installment Payments, and the reasonable expenses of the
Corporation, the Trustee and the Certificate Insurer shall have been paid or provision deemed by
the Corporation, the Trustee or the Certificate Insurer, as applicable, to be adequate shall have
been made therefor, and any and all other Agreement Events of Default shall have been made
good or cured to the satisfaction of the Corporation and the Certificate Insurer or provision
deemed by the Corporation and the Certificate Insurer to be adequate shall have been made
therefor, then and in every such case the Corporation and the Certificate Insurer, by written
notice to the City, may rescind and annul such declaration and its consequences; but no such
rescission and annulment shall extend to or shall affect any subsequent default or shall impair or
exhaust any right or power consequent thereon.
Section 8.2. Application of Funds Upon Acceleration. Upon the date of the declaration
of acceleration as provided in Section 8.1, all System Revenues thereafter received shall be
applied in the following order (subject to the applicable provisions of Prior Agreements) -
First, to the payment, without preference or priority, and in the event of any insufficiency
of such System Revenues ratably without any discrimination or preference, of the fees, costs and
expenses of the Corporation and Trustee and the trustee for any other Parity Debt, if any, in
carrying out the provisions of this article, including reasonable compensation to accountants and
counsel and similar costs with respect to Parity Debt;
Second, to the payment of Operation and Maintenance Costs;
Third, to the payment of all unpaid principal components of the Installment Payments and
the unpaid principal amount of all other Parity Debt and the accrued interest thereon, with
interest on the overdue Installment Payments at the highest rate of interest applicable to the
unpaid principal components of the Installment Payments and, with respect to such other Parity
Debt, as required by the terms of such other Parity Debt; and
Fourth, to the Certificate Insurer, any amounts owed pursuant to Sections 5.2(b), 6.20 and
8.1. and to amounts due to any provider of credit enhancement for other Parity Debt.
Section 8.3. Other Remedies of the Corporation. In addition to remedies elsewhere
provided in this Agreement, upon the continuance of an Agreement Event of Default, the
Corporation shall have the right with the written consent of the Certificate Insurer and shall at the
direction of the Certificate Insurer:
(a) by mandamus or other action or proceeding or suit at law or in equity, to enforce
its rights against the City or any director, officer or employee thereof, and to compel the City or
any such director, officer or employee to perform and carry out its or his duties under applicable
law and the agreements and covenants required to be performed by it or him contained herein;
(b) by suit in equity, to enjoin any acts or things which are unlawful or violate the
rights of the Corporation;
(c) by suit in equity, to require the City and its directors, officers and employees to
account as the trustee of an express trust; or
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(d) by mandamus or other action or proceeding or suit at law or in equity, to pursue
any other remedy now or hereafter existing in law or in equity or by statute or otherwise to
enforce the performance of the City's obligations hereunder and to otherwise protect the
Corporation's rights and interests in connection with this Agreement.
Notwithstanding anything contained herein, the Corporation shall have no security
interest in or mortgage on the Project, the System or other facilities of the City or any other real
property of the City and no default hereunder shall result in the loss of the Project, the System or
other facilities of the City or any other real property of the City.
Section 8.4. Non -Waiver. Nothing in this article or in any other provision hereof shall
affect or impair the obligation of the City, which is absolute and unconditional, to pay the
Installment Payments to the Corporation at the respective due dates from the System Net
Revenues, the System Revenue Fund and the other funds pledged for such payment, or shall
affect or impair the right of the Corporation, which is also absolute and unconditional, to institute
suit to enforce such payment by virtue of the contract embodied herein.
A waiver of any default or breach of duty or contract by the Corporation shall not affect
any subsequent default or breach of duty or contract or impair any rights or remedies on any such
subsequent default or breach of duty or contract. No delay or omission by the Corporation to
exercise any right or remedy accruing upon any default or breach of duty or contract shall impair
any such right or remedy or shall be construed to be a waiver of any such default or breach of
duty or contract or an acquiescence therein, and every right or remedy conferred upon the
Corporation by applicable law or by this article may be enforced and exercised from time to time
and as often as shall be deemed expedient by the Corporation.
If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned
or determined adversely to the Corporation, the City and the Corporation shall be restored to
their former positions, rights and remedies as if such action, proceeding or suit had not been
brought or taken.
Section 8.5. Remedies Not Exclusive. No remedy herein conferred upon or reserved to
the Corporation is intended to be exclusive of any other remedy, and each such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter
existing in law or in equity or by statute or otherwise and may be exercised without exhausting
and without regard to any other remedy conferred by any other law.
Section 8.6. Notices. Notwithstanding any other provision hereof, the Trustee shall
immediately notify the Certificate Insurer if at any time there are insufficient moneys to make
any Installment Payments as required and immediately upon the occurrence of any Agreement
Event of Default hereunder.
ARTICLE IX
DISCHARGE OF OBLIGATIONS
Section 9.1. Discharge of Installment Payments. The principal component of any
Installment Payment, and the interest component of the Installment Payments on such principal
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component, shall be deemed paid and all obligations of the City with respect thereto shall cease
and terminate (except for payment from deposited funds and Defeasance Securities as provided
in Article IX of the Trust Agreement) when the Certificates evidencing an ownership interest in
such principal component of the Installment Payments and the interest thereon, have been paid or
deemed paid in accordance with the applicable provisions of Article IX of the Trust Agreement.
Section 9.2. Accounting and Discharge Instruments. After the payment, or provision
for the payment as provided in Section 9. 1, of all Installment Payments and prepayment
premiums, if any, and payment in full of all fees and expenses of the Corporation and the
Trustee, the Corporation, upon request of the City, 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 the
Corporation shall execute and deliver to the City all such instruments as may be necessary or
desirable to evidence such total discharge and satisfaction of this Agreement.
ARTICLE X
MISCELLANEOUS
Section 10.1. Liabili . of City Limited to System Revenues. Notwithstanding anything
contained herein, the City shall not be required to advance any moneys derived from any source
of income other than the System Revenues, the System Revenue Fund and the other funds
provided herein for the payment of the Installment Payments or for the performance of any
agreements or covenants required to be performed by it contained herein. The City may,
however, advance moneys for any such purpose so long as such moneys are derived from a
source legally available for such purpose and may be legally used by the City for such purpose.
The obligation of the City to make the Installment Payments and any other payments
hereunder is a special obligation of the City payable solely from the System Net Revenues, and
does not constitute a debt of the City or of the State of California or of any political subdivision
thereof in contravention of any constitutional or statutory debt limitation or restriction.
Section 10.2. Successor Is Deemed Included in all References to Predecessor.
Whenever either the City or the Corporation is named or referred to herein, such reference shall
be deemed to include the successor to the powers, duties and functions that are presently vested
in the City or the Corporation, and all assignees of the City or the Corporation permitted
hereunder. All agreements and covenants required hereby to be performed by or on behalf of the
City or the Corporation shall bind and inure to the benefit of the respective successors and
assigns thereof whether so expressed or not.
Section 10.3. Waiver of Personal Liability. No director, officer or employee of the City
shall be individually or personally liable for the payment of the Installment Payments or be
subject to any personal liability by reason of the execution of this Agreement or the execution
and delivery of the Certificates.
Section 10.4. Article and Section Headings, Gender and References. The headings or
titles of the several articles and sections hereof and the table of contents appended hereto shall be
solely for convenience of reference and shall not affect the meaning, construction or effect
DOCSLA1:464100.5
40490-8 EJC 20
hereof, and words of any gender shall be deemed and construed to include all genders. All
references herein to "Articles," "Sections" and other subdivisions or clauses are to the
corresponding articles, sections, subdivisions or clauses hereof; and the words "hereby",
"herein," "hereof," "hereto," "herewith" and other words of similar import refer to this
Agreement as a whole and not to any particular article, section, subdivision or clause hereof.
Section 10.5. Partial Invalidity. If any one or more of the agreements or covenants or
portions thereof required hereby to be performed by or on the part of the City or the Corporation
shall be contrary to law, then such agreement or agreements, such covenant or covenants or such
portions thereof shall be null and void and shall be deemed separable from the remaining
agreements and covenants or portions thereof and shall in no way affect the validity hereof. The
City and the Corporation hereby declare that they would have executed this Agreement, and each
and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof,
irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions,
sentences, clauses or phrases hereof or the application thereof to any person or circumstance may
be held to be unconstitutional, unenforceable or invalid.
Section 10.6. Assi _gement. The City may not assign this Agreement or any of its
obligations hereunder without the prior consent of the Corporation and any such assignment
without such consent shall be null and void. The City acknowledges and agrees that the
Installment Payments, and certain of the Corporation's rights under this Agreement will be
assigned to the Trustee and pledged under the Trust Agreement to the payment of the
Certificates. The City consents to such assignment.
Section 10.7. California Law. THE INSTALLMENT PURCHASE AGREEMENT
SHALL BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF CALIFORNIA WITH RESPECT TO CONTRACTS ENTERED INTO AND
TO BE PERFORMED IN CALIFORNIA..
Section 10.8. Effective Date. This Agreement shall become effective upon its execution
and delivery, and shall terminate when the provisions of Section 9.2 have been satisfied.
Section 10.9. Execution in Counterparts. This Agreement 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 10.10. Indemnification of Corporation. To the fullest extent permitted by law,
the City agrees to indemnify, hold harmless and defend the Corporation and the Trustee, and
each of their respective officers, governing board members, directors, officials, employees,
attorneys and agents (collectively, the "Indemnified Parties"), against any and all losses,
damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or
character (including, without limitation, reasonable attorneys' fees, litigation and court costs,
amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified
Parties, or any of them, may become subject under federal or state securities laws or any other
statutory law or at common law or otherwise arising out of or based upon or in any way relating
to:
DOCSLA1:464100.5
40490-8 EJC 21
(i) the Trust Agreement, this Agreement or the execution or amendment
thereof or in connection with transactions contemplated thereby, including the execution
and delivery of the Certificates;
(ii) any act or omission of the City or any of its agents, contractors, servants,
employees or licensees in connection with this Agreement or the Project, the operation of
the Project, or the condition, environmental or otherwise, occupancy, use, possession,
conduct or management of work done in or about, or from the planning, design,
acquisition, construction or development of, the Project or any part thereof;
(iii) any lien or charge upon payments by the City to the Corporation and the
Trustee hereunder, or any taxes (including, without limitation, all ad valorem taxes and
sales taxes), assessments, impositions and other charges imposed on the Corporation or
the Trustee in respect of any portion of the Project;
(iv) any violation of any environmental law, rule or regulation with respect to,
or the release of any toxic substance from, the Project or any part thereof,
(v) the defeasance and/or redemption, in whole or in part, of the Certificates;
(vi) any untrue statement or misleading statement or alleged untrue statement
or alleged misleading statement of a material fact furnished in writing by the City
contained in any offering statement or document for the Certificates or any of the
documents relating to the Certificates to which the City is a parry, or any omission or
alleged omission from any offering statement or document for the Certificates of any
material fact necessary to be stated therein in order to make the statements made therein
by the City, in the light of the circumstances under which they were made, not
misleading;
(vii) the Trustee's acceptance or administration of the trust of the Trust
Agreement, or the exercise or performance of any of its powers or duties thereunder or
under any of the documents relating to the Certificates to which it is a party; except (a) in
the case of the foregoing indemnification of the Trustee or any of their respective
officers, members, directors, officials, employees, attorneys and agents, to the extent such
damages are caused by the negligence or willful misconduct of such Indemnified Party;
or (b) in the case of the foregoing indemnification of the Corporation or any of its
officers, members, directors, officials, employees, attorneys and agents, to the extent such
damages are caused by the willful misconduct of such Indemnified Party. In the event
that any action or proceeding is brought against any Indemnified Party with respect to
which indemnity may be sought hereunder, the City, upon written notice from the
Indemnified Party, shall assume the investigation and defense thereof, including the
employment of counsel selected by the Indemnified Party, and shall assume the payment
of all expenses related thereto, with full power to litigate, compromise or settle the same
in its sole discretion; provided that the Indemnified Parry shall have the right to review
and approve or disapprove any such compromise or settlement. Each Indemnified Party
shall have the right to employ separate counsel in any such action or proceeding and
participate in the investigation and defense thereof, and the City shall pay the reasonable
DOCSLA1:464100.5
40490-8 EJC 22
fees and expenses of such separate counsel; provided, however, that such Indemnified
Party may only employ separate counsel at the expense of the City if in its judgment a
conflict of interest exists by reason of common representation or if all parties commonly
represented do not agree as to the action (or inaction) of counsel.
The rights of any persons to indemnify hereunder and rights to payment of fees and
reimbursement of expenses pursuant to Section 4.2 shall survive the final payment or defeasance
of the Certificates and in the case of the Trustee any resignation or removal. The provisions of
this Section shall survive the termination of this Agreement.
Section 10.11. Amendments. This Agreement may only be amended in accordance with
the terms of Trust Agreement. Any Rating Agency rating the Certificates shall receive notice of
each amendment to this Agreement and a copy thereof at least 15 days in advance of its
execution. The Certificate Insurer shall be provided with a full transcript of all proceedings
relating to any amendment or supplement hereto.
DOCSLA1:464100.5
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IN WITNESS WHEREOF, the parties hereto have executed and attested this Agreement
by their officers thereunto duly authorized as of the day and year first written above.
CITY OF LODI
Attest:
City Clerk
APPROVED:
Interim City Attorney
City Manager
LODI PUBLIC IMPROVEMENT
CORPORATION
am
President
Attest:
Secretary of the Corporation
APPROVED:
Attorney for the Corporation
DOCSLA1:464100.5
40490-8 EJC 24
EXHIBIT A
DESCRIPTION OF THE PROJECT
The Project consists of the following additions, betterments, extensions, replacements and
improvements to the System:
• Equipment for Phase 2 of the upgrade of the White Slough Water Pollution Control
Facility, including tertiary filters, UV disinfection equipment and aeration panels.
• Installation of the above equipment along with associated equipment, structures and
appurtenances.
• Land acquired in connection with improvements and buffer zones for the White
Slough Water Pollution Control Facility.
• Equipment and other improvements associated with Phase 3 of the White Slough
Water Pollution Control Facility Improvement Project.
• Improvements to the wastewater collection system and support facilities.
• Engineering, environmental, legal and other expenses associated with the above
improvements.
The Project shall also include such other betterments, extensions, replacements and
improvements to the System as shall be specified in a Certificate of the City delivered to the
Trustee accompanied by a Favorable Opinion of Bond Counsel with respect to the payment of
the Costs of such additional betterments, extensions, replacements and improvements with the
proceeds of the Certificates.
DOCSLA1:464100.5
40490-8 EJC A-1
EXHIBIT B
PRINCIPAL COMPONENTS OF INSTALLMENT PAYMENTS
The principal components of the Installment Payments shall consist of the sum of the
following amounts, with each said principal component being payable on the 15th day of the
month preceding the date for such principal component set forth below and with each such
principal component bearing interest at the interest rate per annum set forth below:
Due Date Principal Component Interest Rate
DOCSLA1:464100.5
40490-8 EJC B-1
EXHIBIT C
SCHEDULE OF INSTALLMENT PAYMENTS AS OF DELIVERY DATE
As of the Delivery Date, the Installment Payments consist of the following amounts of
principal components and interest components and are payable on Installment Payment Dates
which are the 15th day of the month preceding each of the dates set forth below:
Date Principal Component Interest Component Total
DOCSLA1:464100.5
40490-8 EJC B-1
SAB&W LLP
Draft of 4/22/04
Wastewater System Revenue Certificates of Participation, 2004 Series A
Evidencing the Proportionate Interests of the Owners Thereof
in Certain Installment Payments to be Made by the
CITY OF LODI, CALIFORNIA
CERTIFICATE PURCHASE CONTRACT
City of Lodi
Lodi, California
Ladies and Gentlemen:
May _, 2004
The undersigned, First Albany Capital Inc., as underwriter (the "Underwriter"), offers to
enter into this Certificate Purchase Contract (the "Purchase Contract") with the City of Lodi,
California (the "City") which, upon the City's acceptance of this offer, will be binding upon the
City and upon the Underwriter. This offer is made subject to the City's written acceptance
hereof on or before 11:00 p.m., California time, on the date hereof or such other time as the
parties hereto mutually agree upon and, if not so accepted, will be subject to withdrawal by the
Underwriter upon written notice (by telegraph or otherwise) delivered to the City at any time
prior to the acceptance hereof by the City. Capitalized terms used herein not otherwise defined
should have meanings ascribed to such terms in the hereinafter referenced Trust Agreement or
the Installment Purchase Agreement.
1. Purchase and Sale. Upon the terms and conditions and upon the basis of the
representations, warranties and agreements set forth herein, the Underwriter hereby agrees to
purchase and the City hereby agrees to cause the sale and delivery to the Underwriter of, all (but
not less than all) of the $ aggregate principal amount of City of Lodi, California
Wastewater System Revenue Certificates of Participation, 2004 Series A (the "2004
Certificates"). The 2004 Certificates evidence the proportionate interests of the owners thereof
in certain installment payments (the "Installment Payments") to be made by the City under the
terms of an Installment Purchase Agreement, dated as of May 1, 2004 (the "Installment Purchase
Agreement"), by and between the Lodi Public Improvement Corporation (the "Corporation") and
the City. The 2004 Certificates shall be executed and delivered pursuant to a Trust Agreement,
LAI 564284v4 39170/30020
dated as of May 1, 2004 (the "Trust Agreement"), by and between the Corporation and Union
Bank of California, N.A., as trustee (the "Trustee").
The purchase price for the 2004 Certificates shall be $ (representing the
$ aggregate principal amount of the 2004 Certificates plus $ of original
issue premium and less $ of Underwriter's discount).
The 2004 Certificates shall be dated the date of delivery thereof and shall represent
interest and mature on the dates and in the amounts shown on Exhibit A hereto. Interest
represented by the 2004 Certificates shall be payable on October 1, 2004 and semi-annually
thereafter on April 1 and October 1 of each year. The 2004 Certificates shall be payable and
shall be subject to prepayment prior to maturity as provided in the Trust Agreement.
The 2004 Certificates are being executed and delivered to provide funds (i) to finance the
costs of certain improvements to the wastewater collection, treatment and disposal system (the
"System") of the City, [(ii) to fund a reserve fund for the 2004 Certificates,] and (iii) to pay costs
of delivery of the 2004 Certificates.
[Payment of the principal and interest represented by the 2004 Certificates when due (not
including acceleration or prepayment, except scheduled mandatory sinking fund prepayment)
will be insured under a municipal bond insurance policy (the "Policy") to be issued by
(the "Insurer") simultaneously with the delivery of the 2004 Certificates. In
addition, the Insurer will issue a surety bond (the "Reserve Policy") to fund the Reserve Fund for
the 2004 Certificates simultaneously with the delivery of the 2004 Certificates.]
The City will undertake pursuant to a Continuing Disclosure Agreement, to provide
certain annual financial information and operating data and notices of the occurrence of certain
events, if material. As description of this undertaking is set forth in Preliminary Official
Statement (as hereinafter defined) and will also be set forth in the final Official Statement (as
hereinafter defined).
2. Closing. At 8:00 a.m., California time, on May , 2004 or on such other date as
may be mutually agreed upon by the City and the Underwriter (the "Closing Date"), the City,
subject to the terms and conditions hereof, will cause the sale and delivery of the 2004
Certificates to the Underwriter, duly executed, together with the other documents hereinafter
mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such
delivery and pay the purchase price of the 2004 Certificates as set forth in Section 1 hereof in
immediately available funds (such delivery and payment being herein referred to as the
"Closing"). Sale, delivery and payment as aforesaid shall be made at the offices of Orrick,
Herrington & Sutcliffe LLP, 777 South Figueroa Street, Suite 3200, Los Angeles, California
90017 or at such other place as shall have been mutually agreed upon by the City and the
Underwriter. The 2004 Certificates shall be delivered to the Underwriter through the book -entry
system of The Depository Trust Company.
3. Offering. It shall be a condition to the City's obligation to cause the sale and
delivery of the 2004 Certificates to the Underwriter and to the Underwriter's obligation to
purchase, accept delivery of and pay for the 2004 Certificates that the entire $
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LAI 564284v4 39170/30020
aggregate principal amount of the 2004 Certificates shall be executed, sold and delivered by the
Trustee and purchased, accepted and paid for by the Underwriter at the Closing. The
Underwriter agrees to make a bona fide public offering of all of the 2004 Certificates at not in
excess of the initial public offering prices set forth on the inside cover page of the Official
Statement. The Underwriter reserves the right to change, subsequent to the initial public
offering, such initial offering prices as the Underwriter shall deem necessary in connection with
the marketing of the 2004 Certificates.
4. Use and Preparation of Documents. The City ratifies, confirms and approves the
use by the Underwriter prior to the date hereof of the Preliminary Official Statement of the City
dated May _, 2004 relating to the 2004 Certificates (which, together with all appendices thereto,
is referred to herein as the "Preliminary Official Statement"). The City has deemed final the
Preliminary Official Statement as of the date thereof for purposes of Rule 15c2-12 promulgated
under the Securities Exchange Act of 1934 ("Rule 15c2-12"), except for information permitted to
be omitted therefrom by Rule 15c2-12. The City hereby acknowledges that the Preliminary
Official Statement has been made available to investors on the Internet at
http://www. . The City agrees to deliver to the Underwriter, within seven (7) business
days of the date hereof, copies of the final official statement dated May _, 2004 (including all
information permitted to be omitted by Rule 15c2-12 and any amendments or supplements to
such official statement as have been approved by the City and the Underwriter) (the "Official
Statement") in sufficient quantity to enable the Underwriter to comply with the rules of the
Securities and Exchange Commission and the Municipal Securities Rulemaking Board. The City
hereby approves of the use and distribution by the Underwriter of the Official Statement in
connection with the offer and sale of the 2004 Certificates. At the time of or prior to the Closing
Date, the Underwriter shall file a copy of the Official Statement with the Municipal Securities
Rulemaking Board and with a nationally recognized municipal securities information repository.
The City hereby authorizes the use by the Underwriter of the Trust Agreement, the Installment
Purchase Agreement and the Continuing Disclosure Agreement in connection with the public
offering and sale of the 2004 Certificates.
5. Representations, Warranties and Agreements. The City hereby represents,
warrants and agrees as follows:
(a) The City has and on the Closing Date will have full legal right, power and
authority to (i) enter into this Purchase Contract, the Installment Purchase Agreement and the
Continuing Disclosure Agreement, (ii) cause the sale, execution and delivery of the 2004
Certificates to the Underwriter as provided herein, (iii) carry out and consummate the
transactions contemplated by this Purchase Contract, the Installment Purchase Agreement, the
Continuing Disclosure Agreement and the Official Statement, and (iv) execute and deliver the
Official Statement;
(b) By all necessary official action of the City prior to or concurrently with the
acceptance hereof, the City has duly authorized and approved the preparation and distribution of
the Preliminary Official Statement and the execution, delivery and distribution of the Official
Statement and has duly authorized and approved the execution, delivery and performance by the
City of the obligations in connection with the execution and delivery of the 2004 Certificates on
its part contained in this Purchase Contract, the Installment Purchase Agreement and the
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LAI 564284v4 39170/30020
Continuing Disclosure Agreement and the consummation by the City of all other transactions
contemplated by this Purchase Contract, the Installment Purchase Agreement and the Continuing
Disclosure Agreement on its part in connection with the execution and delivery of the 2004
Certificates; the City has complied or will at the Closing be in compliance in all material respects
with the obligations on its part in connection with the execution and delivery of the 2004
Certificates contained in this Purchase Contract, the Installment Purchase Agreement and the
Continuing Disclosure Agreement;
(c) Except as disclosed in the Official Statement, the City is not in any material
respect in breach of or default under any applicable constitutional provision, law or
administrative regulation to which it is subject or any applicable judgment or decree or any loan
agreement, indenture, bond, note, resolution, agreement (including, without limitation, the
Installment Purchase Agreement) or other instrument to which the City is a party or to which the
City or any of its property or assets is otherwise subject, and, to the City's knowledge, no event
has occurred and is continuing that, with the passage of time or the giving of notice or both,
would constitute such a default or event of default under any such instrument;
(d) The execution and delivery of the 2004 Certificates, this Purchase Contract, the
Installment Purchase Agreement and the Continuing Disclosure Agreement and compliance with
the provisions on the City's part contained therein will not conflict with or constitute a breach of
or a default under any constitutional provision, law, administrative regulation, judgment, decree,
loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the
City is a party or to which the City or any of its property or assets otherwise is subject, nor will
any such execution, delivery or compliance result in the creation or imposition of any lien,
charge or other security interest or encumbrance of any nature whatsoever upon any of the
property or assets of the City or under the terms of any such constitutional provision, law,
regulation or instrument, except as provided in the Installment Purchase Agreement;
(e) All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having jurisdiction of the
matter that are required for the due authorization by or that would constitute a condition
precedent to or the absence of which would materially adversely affect the due performance by
the City of its obligations in connection with the execution and delivery of the 2004 Certificates
under the Trust Agreement have been duly obtained, except for such approvals, consents and
orders as may be required under the Blue Sky or securities laws of any state in connection with
the offering and sale of the 2004 Certificates; and, except as described in or contemplated by the
Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, board, agency or commission having jurisdiction of the matter that are
required for the due authorization by or that would constitute a condition precedent to or the
absence of which would materially adversely affect the due performance by the City of its
obligations under the Installment Purchase Agreement, the Continuing Disclosure Agreement or
this Purchase Contract have been duly obtained;
(f) Between the date of the Official Statement and the date of the Closing, the City
has not and will not, without the prior written consent of the Underwriter, offer or issue any
bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or
contingent, payable from System Net Revenues, nor does the City reasonably anticipate that
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LAI 564284v4 39170/30020
there will there be any adverse change of a material nature in the financial position, results of
operations or condition, financial or otherwise, of the System;
(g) There is no action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, government agency, public board or body, pending or, to the best
knowledge of the City, threatened against the City, affecting the existence of the City or the titles
of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the
sale, execution or delivery of the 2004 Certificates or the collection of the System Net Revenues
to be used to pay the Installment Payments, or the pledge of and lien on the System Net
Revenues or contesting or affecting, as to the City, the validity or enforceability of the 2004
Certificates, this Purchase Contract, the Installment Purchase Agreement, the Continuing
Disclosure Agreement or contesting the tax-exempt status of interest represented by the 2004
Certificates, or contesting the completeness or accuracy of the Preliminary Official Statement or
the Official Statement, or contesting the powers of the City or any authority for the execution
and delivery of the 2004 Certificates, or in any way contesting or challenging the consummation
of the transactions contemplated hereby, or, except as disclosed in the Official Statement, that
might result in a material adverse change in the financial condition of the City or that might
materially adversely affect the System Net Revenues; nor, except as disclosed in the Official
Statement, is there any known basis for any such action, suit, proceeding, inquiry or
investigation, wherein an unfavorable decision, ruling or finding would materially adversely
affect the authorization, execution, delivery or performance by the City of the Installment
Purchase Agreement, the Continuing Disclosure Agreement or this Purchase Contract or the
execution by the Trustee of the 2004 Certificates;
(h) The City will furnish such information, execute such instruments and take such
other action in cooperation with the Underwriter as the Underwriter may reasonably request in
order (i) to qualify the 2004 Certificates for offer and sale under the Blue Sky or other securities
laws and regulations of such states and other jurisdictions of the United States as the Underwriter
may designate and (ii) to determine the eligibility of the 2004 Certificates for investment under
the laws of such states and other jurisdictions and will use its best efforts to continue such
qualifications in effect so long as required for the distribution of the 2004 Certificates; provided,
however, that the City shall not be required to qualify to do business or consent to service of
process in connection with any such qualification or determination in any jurisdiction;
(i) As of the date thereof, the Preliminary Official Statement did not, except as
revised by the Official Statement and any supplement or amendment prepared pursuant to
paragraph (k) below, contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading in any material respect;
(j) As of the date thereof and at all times subsequent thereto, to and including the
date that is 25 days following the End of the Underwriting Period (as such term is hereinafter
defined) for the 2004 Certificates, the Official Statement did not and will not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were
made, not misleading;
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LAI 564284v4 39170/30020
(k) If, between the date of the Official Statement and the date that is 25 days after the
End of the Underwriting Period for the 2004 Certificates, an event occurs that would cause the
information contained in the Official Statement, as then supplemented or amended, to contain an
untrue statement of a material fact or to omit to state a material fact required to be stated therein
or necessary to make such information therein, in the light of the circumstances under which it
was presented, not misleading, the City will notify the Underwriter and the City, and, if, in the
opinion of the Underwriter or its counsel, such event requires the preparation and publication of
a supplement or amendment to the Official Statement, the City will cooperate in the preparation
of an amendment or supplement to the Official Statement in a form and manner approved by the
Underwriter and shall pay all expenses thereby incurred. For the purposes of this subsection,
between the date hereof and the date that is 25 days after the End of the Underwriting Period for
the 2004 Certificates, the City will furnish such information with respect to itself as the
Underwriter may from time to time reasonably request;
(1) If the information contained in the Official Statement is amended or
supplemented pursuant to paragraph 0) hereof, at the time of each supplement or amendment
thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph)
at all times subsequent thereto up to and including the date that is 25 days after the End of the
Underwriting Period for the 2004 Certificates, the portions of the Official Statement so
supplemented or amended (including any financial and statistical data contained therein) will not
contain any untrue statement of a material fact required to be stated therein or necessary to make
such information therein, in the light of the circumstances under which it was presented, not
misleading;
(m) To the extent permitted by law, after the Closing, the City will not participate in
the issuance of any amendment of or supplement to the Official Statement to which, after being
furnished with a copy, the Underwriter reasonably shall object in writing or that shall be
disapproved by counsel for the Underwriter;
(n) As used herein and for the purposes of the foregoing, the term "End of the
Underwriting Period" for the 2004 Certificates shall mean the earlier of (i) the Closing Date,
unless the City shall have been notified in writing to the contrary by the Underwriter on or prior
to the Closing Date, (ii) the date on which the End of the Underwriting Period for the 2004
Certificates has occurred under Rule 15c2-12, provided, however, that the City may treat as the
End of the Underwriting Period for the 2004 Certificates the date specified as such in a notice
from the Underwriter stating the date that is the End of the Underwriting Period, which date in
no event shall be less than 25 days after the Closing Date; and
(o) The City will apply the proceeds from the sale of the 2004 Certificates for the
purposes specified in the Official Statement.
6. Closing Conditions. The Underwriter has entered into this Purchase Contract in
reliance upon the representations and warranties of the City contained herein and in reliance
upon the representations and warranties to be contained in the documents and instruments to be
delivered at the Closing and upon the performance by the City of its obligations hereunder, both
as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligations
under this Purchase Contract to purchase, to accept delivery of and to pay for the 2004
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LAI 564284v4 39170/30020
Certificates shall be conditioned, at the option of the Underwriter, upon the performance by the
City of its obligations to be performed hereunder and under such documents and instruments at
or prior to the Closing and also shall be subject to the following additional conditions:
(a) The Underwriter has received copies of the Official Statement (including all
information previously permitted to have been omitted by Rule 15c2-12 and any amendments or
supplements as have been approved by the Underwriter) in such reasonable quantity as the
Underwriter shall have requested. Prior to or simultaneously with the execution of this Purchase
Contract, the Underwriter shall have received a Certificate of the City, dated the date of the
Preliminary Official Statement, addressed to the Underwriter, consenting to the posting of the
Preliminary Official Statement on the on the Internet at the http://www. website, in
form and substance acceptable to the Underwriter;
(b) The representations and warranties of the City contained herein shall be true,
complete and correct on and as of the date of the Official Statement and on and as of the Closing
Date, as if made on the Closing Date, and the statements of the officers and other officials of the
City, the Corporation and the Trustee made in any certificate or other document furnished
pursuant to the provisions hereof are accurate;
(c) At the time of the Closing, the Trust Agreement, the Installment Purchase
Agreement and the Continuing Disclosure Agreement shall have been duly authorized, executed
and delivered by the respective parties thereto, and the Official Statement shall have been duly
authorized, executed and delivered by the City, all in substantially the forms heretofore
submitted to the Underwriter, with only such changes as shall have been agreed to in writing by
the Underwriter, and shall be in full force and effect; and there shall be in full force and effect
such resolution or resolutions of the City Council of the City and the Board of Directors of the
Corporation as, in the opinion of Orrick, Herrington & Sutcliffe LLP, Los Angeles, California
("Special Counsel"), and Sidley Austin Brown & Wood LLP, Los Angeles, California, counsel to
the Underwriter ("Underwriter's Counsel"), shall be necessary or appropriate in connection with
the transactions contemplated hereby;
(d) Between the date hereof and the Closing Date, the market price or marketability,
at the initial offering price set forth in the Official Statement, of the 2004 Certificates shall not
have been materially adversely affected in the reasonable judgment of the Underwriter
(evidenced by a written notice to the City and the Trustee terminating the obligation of the
Underwriter to accept delivery of and make any payment for the 2004 Certificates) by reason of
any of the following:
(1) an amendment to the Constitution of the United States or the State of
California shall have been passed or legislation shall have been introduced in or enacted
by the Congress of the United States or the legislature of any state having jurisdiction of
the subject matter, or legislation pending in the Congress of the United States shall have
been amended or legislation shall have been recommended to the Congress of the United
States or to any state having jurisdiction of the subject matter or otherwise endorsed for
passage (by press release, other form of notice or otherwise) by the President of the
United States, the Treasury Department of the United States, the Internal Revenue
Service or the Chairman or ranking minority member of the Committee on Finance of the
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United States Senate or the Committee on Ways and Means of the United States House of
Representatives, or legislation shall have been proposed for consideration by either such
Committee, by any member thereof or presented as an option for consideration by either
such Committee by the staff of such Committee or by the staff of the Joint Committee on
Taxation of the Congress of the United States, or legislation shall have been favorably
reported for passage to either House of the Congress of the United States by a Committee
of such House to which such legislation has been referred for consideration, or a decision
shall have been rendered by a court of the United States or of the State of California or
the Tax Court of the United States, or a ruling shall have been made or a regulation or
temporary regulation shall have been proposed or made, or any other release or
announcement shall have been made by the Treasury Department of the United States,
the Internal Revenue Service or other federal or State of California authority with respect
to federal or State of California taxation upon revenues or other income of the general
character to be derived by the City or upon interest received with respect to obligations of
the general character of the 2004 Certificates that, in the reasonable judgment of the
Underwriter, directly or indirectly may have the purpose or effect of affecting the tax
status of the City, its property or income, its securities (including the 2004 Certificates) or
the interest with respect thereto, or any tax exemption granted or authorized by State of
California legislation or materially and adversely affecting the market for the 2004
Certificates or the market price generally of obligations of the general character of the
2004 Certificates;
(2) legislation enacted, introduced in the Congress or recommended for
passage by the President of the United States, or a decision rendered by a court
established under Article III of the Constitution of the United States or by the Tax Court
of the United States, or an order, ruling, regulation (final, temporary or proposed) or
official statement issued or made by or on behalf of the Securities and Exchange
Commission or by any other governmental agency having jurisdiction of the subject
matter to the effect that obligations of the general character of the 2004 Certificates,
including any or all underlying arrangements, are not exempt from registration under the
Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from
qualification under the Trust Indenture Act of 1939, as amended;
(3) the declaration of war or escalation in major military hostilities by the
United States or the occurrence of any other national emergency or calamity relating to
the effective operation of the government of or the financial community in the United
States;
(4) the declaration of a general banking moratorium by federal, New York or
California authorities or the general suspension of trading on any national securities
exchange;
(5) the imposition by the New York Stock Exchange or other national
securities exchange or any governmental authority of any material restrictions not now in
force with respect to the 2004 Certificates or obligations of the general character of the
2004 Certificates or securities generally or the material increase of any such restrictions
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LAI 564284v4 39170/30020
now in force, including those relating to the extension of credit by or the charge to the net
capital requirements of, the Underwriter;
(6) an order, decree or injunction of any court of competent jurisdiction or
order, ruling, regulation or official statement by the Securities and Exchange Commission
or any other governmental agency having jurisdiction of the subject matter issued or
made to the effect that the issuance, offering or sale of obligations of the general
character of the 2004 Certificates or the execution, offering or sale of the 2004
Certificates, including any or all underlying obligations, as contemplated hereby or by the
Official Statement, is or would be in violation of the federal securities laws as amended
and then in effect;
(7) the withdrawal or downgrading of any rating of the 2004 Certificates by a
national rating agency; or
(8) any event occurring, or information becoming known that, in the
reasonable judgment of the Underwriter, makes untrue in any material respect any
statement or information contained in the Official Statement or has the effect that the
Official Statement contains any untrue statement of material fact 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;
(e) At or prior to the Closing Date, the Underwriter shall have received the following
documents, in each case satisfactory in form and substance to the Underwriter:
(1) The Official Statement and each supplement or amendment, if any, thereto
executed on behalf of the City by a duly authorized officer of the City;
(2) Copies of the Trust Agreement, the Installment Purchase Agreement and
the Continuing Disclosure Agreement, each duly executed and delivered by the
respective parties thereto;
(3) The approving opinion of Special Counsel, dated the Closing Date and
addressed to the City, in substantially the form attached to the Official Statement as
Appendix F thereto;
(4) The supplemental opinion of Special Counsel, dated the Closing Date and
addressed to the Underwriter, in substantially the form attached hereto as Exhibit B;
(5) An opinion of the Interim City Attorney of the City, as counsel to the
Corporation, dated the Closing Date and addressed to the City and Underwriter, in
substantially the form attached hereto as Exhibit C;
(6) An opinion of the Interim City Attorney of the City, dated the Closing
Date and addressed to the Underwriter, in substantially the form attached hereto as
Exhibit D;
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(7) An opinion of Underwriter's Counsel, dated the Closing Date and
addressed to the Underwriter, to the effect that (a) the 2004 Certificates are exempt from
registration under the Securities Act of 1933, as amended, and are municipal securities as
defined in the Securities Exchange Act of 1934, as amended, and the Trust Agreement is
exempt from qualification under the Trust Indenture Act of 1939, as amended; and
(b) based upon the participation of such firm in the preparation of the Official Statement
and without having undertaken to determine independently the accuracy, completeness or
fairness of the statements contained in the Official Statement, nothing has come to the
attention of the attorneys in such firm rendering legal services in connection with such
representation that caused them to believe that the Official Statement (excluding
therefrom the financial statements or other financial or statistical data or forecasts and the
information concerning the Insurer, the Policy, [the Reserve Policy,] The Depository
Trust Company and the book -entry system, and Appendices B through G included in the
Official Statement, as to which no opinion is expressed) as of the date thereof and the
Closing Date, contained an untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;
(8) A signature and incumbency certificate of the Corporation and a
certificate, dated the Closing Date and signed by an authorized officer of the Corporation,
in substantially the form attached hereto as Exhibit E;
(9) A signature and incumbency certificate of the City and a certificate, dated
the Closing Date and signed by an authorized officer of the City, in substantially the form
attached hereto as Exhibit F;
(10) A certified copy of the general resolution of the Trustee authorizing the
execution and delivery of the Trust Agreement and the 2004 Certificates, together with a
certificate to the effect that:
(i) The Trustee is a national association existing under the laws of the
United States of America;
(ii) The Trustee has full corporate trust powers and authority to serve
as Trustee under the Trust Agreement; and
(iii) The Trustee's actions in executing and delivering the Trust
Agreement is in full compliance with and does not conflict with any applicable
law or governmental regulation currently in effect and does not conflict with or
violate any contract to which the Trustee is a party or any administrative or
judicial decision by which the Trustee is bound;
(11) An opinion of counsel to the Trustee, dated the Closing Date and
addressed to the City and the Underwriter, to the effect that:
(i) The Trust Agreement has been duly authorized, executed and
delivered by the Trustee, and, assuming due authorization, execution and delivery
by the other parties thereto, the Trust Agreement constitutes a legal, valid and
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LAI 564284v4 39170/30020
binding obligation of the Trustee, enforceable in accordance with its terms, except
that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws in effect from time to time
affecting the rights of creditors generally and except to the extent that the
enforceability thereof may be limited by the application of general principles of
equity; and
(ii) The 2004 Certificates have been duly executed and delivered by
the Trustee;
(12) A certified copy of the resolution of the Corporation authorizing the
execution and delivery of the Trust Agreement and the Installment Purchase Agreement;
(13) A certified copy of the resolution of the City authorizing the execution and
delivery of the Installment Purchase Agreement, the Continuing Disclosure Agreement
and this Purchase Contract;
(14) Evidence that the 2004 Certificates are rated "AAA" by Standard &
Poor's and "Aaa" by Fitch Ratings;
(15) A copy of any Preliminary Blue Sky Survey with respect to the 2004
Certificates, prepared by Underwriter's Counsel;
(16) A copy of the excerpted audited financial statements of the City included
as Appendix B to the Official Statement;
(17) [The Policy and the Reserve Policy, duly executed and issued by the
Insurer;]
(18) [An opinion of counsel to the Insurer, dated the Closing Date and
addressed to the Underwriter and the City, in form and substance satisfactory to the
Underwriter, together with a certificate of the Insurer in the form and substance
satisfactory to the Underwriter; and]
(19) Such additional legal opinions, certificates, proceedings, instruments and
other documents as the Underwriter, Special Counsel or Underwriter's Counsel
reasonably may request to evidence the truth and accuracy, as of the date hereof and as of
the Closing Date, of the City's representations and warranties contained herein and of the
statements and information contained in the Official Statement and of the due
performance or satisfaction by the City, the Corporation and the Trustee on or prior to the
Closing Date of all material agreements then to be performed and conditions then to be
satisfied by any of them in connection with the transactions contemplated hereby and by
the Trust Agreement and the Installment Purchase Agreement.
If the City shall be unable to satisfy the conditions to the obligations of the Underwriter
to purchase, accept delivery of and pay for the 2004 Certificates contained in this Purchase
Contract or if the obligations of the Underwriter to purchase, accept delivery of and pay for the
2004 Certificates shall be terminated for any reason permitted by this Purchase Contract, this
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Purchase Contract and all obligations of the Underwriter hereunder may be terminated by the
Underwriter at or at any time prior to the Closing Date by written notice to the Trustee and the
City, and neither the Underwriter nor the City shall have any further obligations hereunder. In
the event that the Underwriter fails (other than for a reason permitted by this Purchase Contract)
to accept and pay for the 2004 Certificates at the Closing, the amount of one percent (1%) of the
aggregate principal amount of the 2004 Certificates shall be paid by the Underwriter, as
liquidated damages for such failure and for any and all defaults hereunder on the part of the
Underwriter and the acceptance of such amount shall constitute a full release and discharge of
all claims and rights of the City against the Underwriter as result of such failure and such
default.
7. Expenses.
(a) The Underwriter shall be under no obligation to pay, and the City shall pay, any
expenses incident to the performance of the City's obligations hereunder, including but not
limited to: (i) the cost of preparation, printing and distribution of the Installment Purchase
Agreement, the Trust Agreement, the Continuing Disclosure Agreement, the Preliminary Official
Statement, the Official Statement and any supplements or amendments; (ii) the cost of preparing
and printing the 2004 Certificates; (iii) the fees and disbursements of Special Counsel and the
fees and expenses of counsel to the City; (iv) the fees and disbursements of any engineers,
accountants and other experts, consultants or advisors retained by the City; (v) fees for bond
ratings (which include fees of rating agencies and travel expenses of the City); and (vi) any
premium for bond insurance.
(b) The Underwriter shall pay: (i) the cost of preparation and printing of this Purchase
Contract, the Preliminary Blue Sky Survey; (ii) all advertising expenses and Blue Sky filing fees
in connection with the public offering of the 2004 Certificates; (iii) fees, if any, payable to the
California Debt Investment and Advisory Commission in connection with the execution and
delivery of the 2004 Certificates; and (iv) all other expenses incurred by the Underwriter in
connection with the public offering of the 2004 Certificates, including the fees and
disbursements of Underwriter's Counsel.
8. Notices. Any notice or other communication to be given to the City under this
Purchase Contract may be given by delivering the same in writing to: City of Lodi, 221 West
Pine Street, Lodi, California 95240, Attention: Public Works Director, and any notice or other
communication to be given to the Underwriter under this Purchase Contract may given by
delivering the same in writing to: First Albany Capital Inc., Two Embarcadero Center, Suite 420,
San Francisco, California 94104.
9. Parties in Interest. This Purchase Contract is made solely for the benefit of the
City and the Underwriter (including the successors or assigns of the Underwriter), and no other
person shall acquire or have any right hereunder or by virtue hereof. All of the City's represen-
tations, warranties and agreements contained in this Purchase Contract shall remain operative
and in full force and effect, regardless of: (i) any investigations made by or on behalf of the
Underwriter; (ii) delivery of and payment for the 2004 Certificates pursuant to this Purchase
Contract; and (iii) any termination of this Purchase Contract.
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10. Effectiveness and Counterpart Signatures. This Purchase Contract shall become
effective upon the execution of the acceptance hereof by an authorized officer of the City and
shall be valid and enforceable at the time of such acceptance. This Purchase Contract may be
executed by the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts together shall constitute but one and the
same instrument.
11. Headings. The headings of the sections of this Purchase Contract are inserted for
convenience only and shall not be deemed to be a part hereof.
12.
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Governing Law. This Purchase Contract shall be construed in accordance with the laws of the
State of California.
Very truly yours,
FIRST ALBANY CAPITAL INC.
By: _
Title:
Accepted:
CITY OF LODI
By: _
Title:
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Maturity Date
(October 1)
LAI 564284v4 39170/30020
MATURITY SCHEDULE
2004 Certificates
Principal Interest
Amount Rate
A-1
EXHIBIT A
Price or Yield
EXHIBIT B
FORM OF SUPPLEMENTAL OPINION
OF ORRICK, HERRINGTON & SUTCLIFFE LLP
[Closing Date]
First Albany Capital Inc.
San Francisco, California
Wastewater System Revenue Certificates of Participation, 2004 Series A
Evidencing the Proportionate Interests of the Owners Thereof
in Certain Installment Payments to be Made by the
City of Lodi, California
(Supplemental Opinion)
Ladies and Gentlemen:
This opinion is addressed to you, as the Underwriter, pursuant to Section 6(e)(4) of the
Certificate Purchase Contract, dated May , 2004 (the "Purchase Contract"), between the
City of Lodi, California (the "City") and you, providing for the purchase of $
aggregate principal amount of Wastewater System Revenue Certificates of Participation 2004
Series A (the "2004 Certificates"). The 2004 Certificates are being executed and delivered
pursuant to a Trust Agreement, dated as of May 1, 2004 (the "Trust Agreement"), by and
between the Lodi Public Improvement Corporation (the "Corporation") and Union Bank of
California, N.A., as trustee (the "Trustee"). Capitalized terms not otherwise defined herein shall
have the respective meanings ascribed thereto pursuant to the Trust Agreement or, if not defined
pursuant to the Trust Agreement, in the Purchase Contract.
In addition to the opinions set forth in our final legal opinion concerning the validity of
the 2004 Certificates and certain other matters, dated the date hereof and addressed to the City
(but which may be relied upon by yourselves to the same extent as if such opinion were
addressed to you), and based on and subject to the matters referred to in the second through fifth
paragraphs of such final legal opinion (which are hereby incorporated herein by reference), and
in reliance thereon, as of the date hereof, we are of the following opinions or conclusions:
1. The Official Statement, dated May , 2004, with respect to the 2004
Certificates (the "Official Statement") and the execution and delivery thereof has been duly
approved by the City.
2. The Purchase Contract and the Continuing Disclosure Agreement have each been
duly authorized, executed and delivered by the City, and, assuming due authorization, execution
and delivery by and validity against the other parties thereto, is each a valid and binding
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LAI 564284v4 39170/30020
agreement of the City, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, arrangement and other laws affecting creditors' rights, by the
application of equitable principles and the exercise of judicial discretion in appropriate cases, and
by the limitations on legal remedies against municipal corporations in the State of California.
We express no opinion with respect to any indemnification, contribution, choice of law, choice
of forum or waiver provisions contained therein.
3. The 2004 Certificates are not subject to the registration requirements of the
Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification
pursuant to the Trust Indenture Act of 1939, as amended.
4. The statements contained in the Official Statement under the captions
"INTRODUCTION," "THE 2004 CERTIFICATES," "SECURITY AND SOURCES OF
PAYMENT FOR THE 2004 CERTIFICATES," "TAX MATTERS," "APPENDIX D —
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS," and "APPENDIX F — PROPOSED
FORM OF OPINION OF SPECIAL COUNSEL," insofar as such statements purport to
summarize certain provisions of the 2004 Certificates, the Trust Agreement, the Installment
Purchase Agreement and our opinion concerning certain federal tax matters relating to the 2004
Certificates, are accurate in all material respects.
This letter is furnished by us as special counsel. No attorney-client relationship has
existed or exists between our firm and you in connection with the 2004 Certificates or by virtue
of this letter. We disclaim any obligation to update this letter. This letter is delivered to you as
Underwriter of the 2004 Certificates and is solely for your benefit as such Underwriter 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 the
2004 Certificates.
Very truly yours,
ORRICK, HERRINGTON & SUTCLIFFE LLP
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EXHIBIT C
FORM OF OPINION OF COUNSEL TO THE CORPORATION
[Closing Date]
First Albany Capital Inc.
San Francisco, California
Wastewater System Revenue Certificates of Participation, 2004 Series A
Evidencing the Proportionate Interests of the Owners Thereof
in Certain Installment Payments to be Made by the
City of Lodi, California
Ladies and Gentlemen:
I have acted as counsel to the Lodi Public Improvement Corporation, a California
nonprofit public benefit corporation (the "Corporation"), in connection with the execution and
delivery of (i) the Installment Purchase Agreement, dated as of May 1, 2004 (the "Installment
Purchase Agreement"), between the City of Lodi (the "City") and the Corporation and (ii) the
Trust Agreement, dated as of May 1, 2004 (the "Trust Agreement"), by and between the
Corporation and Union Bank of California, N.A., as trustee thereunder (the "Trustee"). Unless
otherwise defined herein, the terms defined in the Trust Agreement and the Installment Purchase
Agreement have the same meanings when used in this opinion.
In connection with the foregoing, I have examined originals or copies certified or
otherwise identified to my satisfaction of such documents, corporate records and other
instruments as I have deemed necessary or appropriate for the purposes of this opinion, including
(a) the Installment Purchase Agreement, (b) the Trust Agreement and (c) the Articles of
Incorporation and Bylaws of the Corporation.
Based upon such examination, I am of the opinion that:
1. The Corporation is duly organized and validly existing under the laws of the State
of California.
2. The Corporation has full corporate power and authority to execute and deliver the
Trust Agreement and the Installment Purchase Agreement, and the Trust Agreement and the
Installment Purchase Agreement have each been duly authorized and delivered by the
Corporation, and each constitutes a legally valid and binding obligation of the Corporation
enforceable against the Corporation in accordance with its respective terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other
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laws or equitable principles relating to or affecting the enforcement of creditors' rights generally
and by the application of equitable principles if equitable remedies are sought.
Respectfully submitted,
Counsel to the Corporation
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FORM OF OPINION OF CITY ATTORNEY
First Albany Capital Inc.
San Francisco, California
EXHIBIT D
[Closing Date]
Wastewater System Revenue Certificates of Participation, 2004 Series A
Evidencing the Proportionate Interests of the Owners Thereof
in Certain Installment Payments to be Made by the
City of Lodi, California
Ladies and Gentlemen:
Since , 2004, I have served as interim City Attorney to the City of Lodi (the
"City") and have acted in such capacity in connection with the execution, delivery and sale of the
$ aggregate principal amount of Wastewater System Revenue Certificates of
Participation, 2004 Series A (the "2004 Certificates"). In such capacity, I have examined and am
familiar with (i) those documents relating to the existence, organization and operation of the
City; (ii) all necessary documentation of the City relating to the authorization, execution and
delivery of (a) the Installment Purchase Agreement, dated as of May 1, 2004 (the "Installment
Purchase Agreement"), by and between the Lodi Public Improvement Corporation (the
"Corporation") and the City, and (b) the Continuing Disclosure Agreement, dated May , 2004
(the "Continuing Disclosure Agreement"), by and between the City and the Trustee; (iii) an
Official Statement of the City, dated May , 2004 (the "Official Statement"), relating to the
2004 Certificates; and (iv) a Certificate Purchase Contract, dated May , 2004 (the "Purchase
Contract"), by and between the City and First Albany Capital Inc. (the "Underwriter"). Terms
used herein that are defined in the Official Statement shall have the meanings specified therein.
I am of the opinion that:
I. The City is a general law city, duly created, organized and existing under the
Constitution and laws of the State of California.
2. The City has the authority and right to execute, deliver and perform the
Installment Purchase Agreement, the Continuing Disclosure Agreement and the Purchase
Contract, and the City has complied with the provisions of applicable law in all matters relating
to the transactions contemplated by the Installment Purchase Agreement, the Continuing
Disclosure Agreement and the Purchase Contract.
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3. The Installment Purchase Agreement, the Continuing Disclosure Agreement, the
Official Statement and the Purchase Contract have been duly authorized, executed and delivered
by the City and, assuming that the Installment Purchase Agreement, the Continuing Disclosure
Agreement and the Purchase Contract constitute the legal, valid and binding agreements of the
other respective parties thereto, constitute the legal, valid and binding agreements of the City
enforceable against it in accordance with their respective terms, except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance,
moratorium, or other laws relating to or affecting the enforcement of creditors' rights generally;
by the application of general principles of equity, including without limitation concepts of
materiality, reasonableness, good faith, and fair dealing, regardless of whether considered in a
proceeding in equity or at law; the possible unavailability of specific performance or injunctive
relief; and by the limitations imposed on actions against governmental entities in the State of
California.
4. No approval, consent or authorization of any governmental or public agency,
authority or person is required for the execution and delivery by the City of the Installment
Purchase Agreement, the Continuing Disclosure Agreement or the Purchase Contract, or the
performance by the City of its obligations thereunder or the execution and delivery, on the part
of the City, of the 2004 Certificates.
5. The execution and delivery of the Installment Purchase Agreement, the
Continuing Disclosure Agreement and the Purchase Contract 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 commitment,
agreement or other instrument to which the City 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 such are subject or any provision of the laws of
the State of California relating to the City and its affairs. For purposes of this opinion, I have
deemed an instrument or agreement to be material only if it obligates the City to payments in any
year of more than $100,000.
6. Based upon my participation in the preparation of the Official Statement and
without having undertaken to determine independently the accuracy, completeness or fairness of
the statements contained in the Official Statement, nothing has come to my attention that would
lead me to believe that the Official Statement (excluding therefrom the financial statements, the
statistical data and the information concerning The Depository Trust Company, the book -entry
system, [the Insurer, the Policy and the Reserve Policy] included therein and in Appendices B
through G thereto, as to which no opinion is expressed), as of its date and the date hereof,
contained or contains any untrue statement of a material fact or omitted or omits to state a
material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading.
7. Except as disclosed in the Official Statement, there is no action, suit, proceeding,
inquiry or investigation at law or in equity, or before any court, public board or body, pending or,
to the best of my knowledge, threatened against or affecting the City or any entity affiliated with
the City or any of its officers in their respective capacities as such (nor to the best of my
knowledge, is there any basis therefor) that questions the powers of the City referred to in
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paragraph 2 above or in connection with the transactions contemplated by the Official Statement,
or the validity of the proceedings taken by the City in connection with the authorization,
execution or delivery of the Installment Purchase Agreement, the Continuing Disclosure
Agreement or the Purchase Contract, or wherein any unfavorable decision, ruling or finding
would adversely affect the transactions contemplated by the Installment Purchase Agreement, the
Continuing Disclosure Agreement, the Purchase Contract or the Official Statement, or that, in
any way, would adversely affect the validity or enforceability of the Installment Purchase
Agreement, the Continuing Disclosure Agreement or the Purchase Contract or, in any material
respect, the ability of the City to perform its obligations under the Installment Purchase
Agreement, the Continuing Disclosure Agreement or the Purchase Contract.
The opinions set forth above are further qualified as follows:
(a) My opinions are limited to the matters expressly set forth herein and no opinion is to
be implied or may be inferred beyond the matters expressly so stated;
(b) I am licensed to practice law in the State of California; accordingly, the foregoing
opinions only apply insofar as the laws of the State of California and the United States may be
concerned, and I express no opinion with respect to the laws of any other jurisdiction;
(c) For the purpose of rendering the opinions set forth above, I have assumed, and I
express no opinion as to, the validity of the Bonds;
(d) I express no opinion as to the enforceability under certain circumstances of
contractual provisions respecting various summary remedies without notice or opportunity for
hearing or correction, especially if their operation would work a substantial forfeiture or impose
a substantial penalty upon the burdened party;
(e) I express no opinion as to the effect or availability of any specific remedy provided
for in the Indenture under particular circumstances, except that I believe such remedies are, in
general, sufficient for the practical realization of the rights intended thereby;
I furnish this letter as City Attorney. No attorney-client relationship existed or exists
between myself and the addressees of this letter (other than the City) in connection with the
issuance of the Bonds or by virtue of this letter. This opinion is delivered to you solely for your
benefit for the purpose contemplated by the Purchase Agreement and may not be relied upon for
any other purpose or by any other person without our prior written consent.
Respectfully submitted,
Interim City Attorney
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EXHIBIT E
FORM OF CERTIFICATE OF THE CORPORATION
I, , the President of the Lodi Public Improvement Corporation (the
"Corporation"), hereby certify as follows:
1. The Corporation has full legal right, power and authority to (i) enter into the Trust
Agreement and the Installment Purchase Agreement and (ii) carry out and consummate the
transactions contemplated by the Trust Agreement and the Installment Purchase Agreement;
2. By all necessary corporate action of the Corporation prior to or concurrently
herewith, the Corporation has duly authorized and approved the execution and delivery and the
performance by the Corporation of the obligations in connection with the execution and delivery
of the 2004 Certificates on its part contained in the Trust Agreement and the Installment
Purchase Agreement, and the consummation by it of all other transactions contemplated by the
Trust Agreement and the Installment Purchase Agreement in connection with the execution and
delivery of the 2004 Certificates; the Corporation has complied in all material respects with the
obligations in connection with the execution and delivery of the 2004 Certificates on its part
contained in the Trust Agreement and the Installment Purchase Agreement;
3. Except as disclosed in the Official Statement, the Corporation is not in any
material respect in breach of or default under any applicable law or administrative regulation to
which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond,
note, resolution, agreement (including, without limitation, the Trust Agreement and the
Installment Purchase Agreement) or other instrument to which the Corporation is a parry or to
which the Corporation or any of its property or assets is otherwise subject, and no event has
occurred and is continuing that, with the passage of time or the giving of notice or both, would
constitute such a default or event of default under any such instrument; and the execution and
delivery of the Trust Agreement and the Installment Purchase Agreement and compliance with
the provisions on the Corporation's part contained therein will not conflict with or constitute a
breach of or a default under any constitutional provision, law, administrative regulation,
judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other
instrument to which the Corporation is a parry or to which the Corporation or any of its property
or assets is otherwise subject, nor will any such execution, delivery, adoption or compliance
result in the creation or imposition of any lien, charge or other security interest or encumbrance
of any nature whatsoever upon any of the property or assets of the Corporation or under the
terms of any such provision, law, regulation or instrument, except as provided in the Trust
Agreement and the Installment Purchase Agreement;
4. There is no action, suit, proceeding, inquiry or investigation at law or in equity
before or by any court, government agency, public board or body, pending or, to the best
knowledge of the Corporation, threatened against the Corporation, affecting the existence of the
Corporation or the titles of its officers to their respective offices, or contesting or affecting, as to
the Corporation, the validity or enforceability of the Trust Agreement and the Installment
Purchase Agreement; nor, to my knowledge, except as disclosed in the Official Statement, is
E-1
LAI 564284v4 39170/30020
there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an
unfavorable decision, ruling or finding would materially adversely affect the authorization,
execution, delivery or performance by the Corporation of the Trust Agreement or the Installment
Purchase Agreement;
5. The information contained under the caption "THE CORPORATION" in the
Official Statement does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading in any material respect.
6. This certificate is provided pursuant to Section 6(e)(8) of that certain Certificate
Purchase Contract by and between the City of Lodi, California (the "City"), and First Albany
Capital Inc. All capitalized terms used herein that otherwise are not defined shall have the same
meanings as in such Certificate Purchase Contract.
Dated: , 2004
LODI PUBLIC IMPROVEMENT CORPORATION
President
E-2
LAI 564284v4 39170/30020
EXHIBIT F
CERTIFICATE OF THE CITY
I, H. Dixon Flynn, the City Manager, of the City of Lodi, California (the "City"), hereby
certify as follows:
1. The representations and warranties of the City contained in the Certificate
Purchase Contract, dated May , 2004 (the "Purchase Contract"), between the City and First
Albany Capital Inc. with respect to the sale by the City of $ aggregate principal
amount of Wastewater System Revenue Certificates of Participation, 2004 Series A (the "2004
Certificates"), are true and correct in all material respects on and as of the date hereof as if made
on this date.
2. There is no action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, government agency, public board or body, pending or, to the best
knowledge of the City, threatened against the City, affecting the existence of the City or the titles
of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the
sale, execution or delivery of the 2004 Certificates or the collection of the System Net Revenues
to be used to pay the Installment Payments, or the pledge of and lien on the System Net
Revenues or contesting or affecting, as to the City, the validity or enforceability of the 2004
Certificates, this Purchase Contract, the Installment Purchase Agreement, the Continuing
Disclosure Agreement or contesting the tax-exempt status of interest represented by the 2004
Certificates, or contesting the completeness or accuracy of the Preliminary Official Statement or
the Official Statement, or contesting the powers of the City or any authority for the execution
and delivery of the 2004 Certificates, or in any way contesting or challenging the consummation
of the transactions contemplated hereby, or, except as disclosed in the Official Statement, that
might result in a material adverse change in the financial condition of the City or that might
materially adversely affect the System Net Revenues; nor, except as disclosed in the Official
Statement, is there any known basis for any such action, suit, proceeding, inquiry or
investigation, wherein an unfavorable decision, ruling or finding would materially adversely
affect the authorization, execution, delivery or performance by the City of the Installment
Purchase Agreement, the Continuing Disclosure Agreement or this Purchase Contract or the
execution by the Trustee of the 2004 Certificates;
3. To the best of my knowledge, no event affecting the City has occurred since the
date of the Official Statement that should be disclosed in the Official Statement so that the
Official Statement will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading and that has not been disclosed in a supplement or amendment
to the Official Statement.
4. The City has complied with all the agreements and satisfied all the conditions on
its part to be performed or satisfied at or prior to the date hereof pursuant to the Purchase
Contract with respect to the execution and delivery of the 2004 Certificates.
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LAI 564284v4 39170/30020
5. Between the date of the Purchase Contract and the date hereof, the City has not
offered or issued any bonds, notes or other obligations for borrowed money, or incurred any
material liabilities, direct or contingent payable from the System Net Revenues, other than with
the written consent of the Underwriter, nor has there been any adverse change of a material
nature in the financial position, results of operations or condition, financial or otherwise, of the
System.
6. All capitalized terms used herein that otherwise are not defined shall have the
same meanings as in the Purchase Contract.
Dated: '2004.
CITY OF LODI
H. Dixon Flynn
City Manager
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LAI 564284v4 39170/30020
SAB&W LLP
Draft of 4/22/04
PRELIMINARY OFFICIAL STATEMENT DATED MAY _, 2004
NEW ISSUE - FULL BOOK -ENTRY ONLY Ratings:
(See "Ratings" herein)
In the opinion of Orrick, Herrington & Sutcliffe LLP, Los Angeles, California, Special Counsel, based upon an analysis of existing laws, regulations,
rulings and court decisions and assuming, among other things, the accuracy of certain representations and compliance with certain covenants, the interest
installments of the Installment Payments paid by the City under the Installment Purchase Agreement and received by the Owners of the 2004 Certificates
are excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and are exempt from State of
California personal income taxes. In the further opinion of Special Counsel, the interest installments of the Installment Payments paid by the City under the
Installment Purchase Agreement and received by the Owners of the 2004 Certificates are not specific preference items for purposes of the federal individual
or corporate alternative minimum taxes, although Special Counsel observes that such interest installments are included in adjusted current earnings when
calculating corporate alternative minimum taxable income. See "TAXMATTERS" herein.
Dated: Date of Delivery
$24,545,000*
Wastewater System Revenue Certificates of Participation, 2004 Series A
Evidencing the Proportionate Interests of the Owners Thereof
in Certain Installment Payments to be Made by the
CITY OF LODI, CALIFORNIA
Due: October 1, as set forth on the inside front cover
This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this issue.
Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. Capitalized
terms used on this cover page not otherwise defined shall have the meanings set forth herein.
The Wastewater System Revenue Certificates of Participation, 2004 Series A (the "2004 Certificates") evidence the proportionate interests of the
Owners thereof in the certain Installment Payments (the "Installment Payments") to be made by the City of Lodi, California (the "City") under the terms of
an Installment Purchase Agreement, dated as of May 1, 2004 (the "Installment Purchase Agreement"), between the City and the Lodi Public Improvement
Corporation (the "Corporation"). Pursuant to the Installment Purchase Agreement, the City is obligated to make the Installment Payments to the
Corporation from System Net Revenues of the City's wastewater system. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2004
CERTIFICATES" herein.
The 2004 Certificates are being sold to provide funds (i) to finance the costs of certain improvements to the wastewater collection, treatment and
disposal system of the City (the "System"), [(ii) to fund a deposit to a reserve fund for the 2004 Certificates,] and (iii) to pay costs of delivery of the 2004
Certificates. See "THE 2004 PROJECT AND THE SYSTEM CAPITAL PLAN" herein.
The 2004 Certificates are being executed and delivered pursuant to a Trust Agreement, dated as of May 1, 2004 (the "Trust Agreement"), between
the Corporation and Union Bank of California, N.A., as trustee (the "Trustee"). The 2004 Certificates will be delivered in fully registered form, and, when
executed and delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"). DTC will act as securities
depository for the 2004 Certificates. Purchasers of interests in the 2004 Certificates will not receive securities certificates representing their interests in the
2004 Certificates purchased. Principal, premium, if any, and interest evidenced by the 2004 Certificates are payable by the Trustee to DTC, which is
obligated in turn to remit such principal, premium, if any, and interest to its DTC participants for subsequent disbursement to the beneficial owners of the
2004 Certificates, as described herein. The 2004 Certificates are deliverable in denominations of $5,000 or any integral multiple thereof. Interest evidenced
by the 2004 Certificates will be payable semiannually on April 1 and October 1 of each year, commencing October 1, 2004.
The 2004 Certificates are subject to prepayment prior to their stated maturity dates, as more fully described herein. See "THE 2004
CERTIFICATES—Prepayment Provisions" herein.
Payment of the principal of and interest evidenced by the 2004 Certificates when due (not including acceleration or prepayment) will be insured
under a municipal bond insurance policy to be issued by simultaneously with the delivery of the 2004 Certificates.
[logo]
The obligation of the City to make the Installment Payments is a special obligation of the City payable solely from System Net Revenues, on
a parity with $14.39 million outstanding aggregate principal amount (as of May 1, 2004) of installment payments payable by the City in connection
with the City's outstanding Parity Obligations. (See "THE WASTEWATER SYSTEM—Outstanding Wastewater System Obligations" herein.)
The general fund of the City is not liable for, and neither the faith and credit nor the taxing power of the City is pledged to, the payment of the
Installment Payments. The City may incur other obligations payable from System Net Revenues on a parity with the Installment Payments in
accordance with the Installment Purchase Agreement, as described herein.
The 2004 Certificates are offered when, as and if executed and delivered to the Underwriter, subject to the approval of legality by Orrick,
Herrington & Sutcliffe LLP, Los Angeles, California, Special Counsel, and certain other conditions. Certain legal matters will be passed upon for the
Underwriter by Sidley Austin Brown & Wood LLP, Los Angeles, California, and for the City by the Interim City Attorney of the City of Lodi. It is expected
that the 2004 Certificates in definitive form will be available for delivery in New York, New York through the DTC book -entry system on or about May —,
2004.
FIRST ALBANY CAPITAL
[logo]
Dated: May —, 2004
* Preliminary, subject to change.
LAI 562884v5 39170/30020
MATURITY SCHEDULE*
$ Serial 2004 Certificates
(Base Cusip Number ____)
Maturity Principal Interest Price or CUSIP Maturity Principal
(October 1) Amount Rate Yield Number (October 1) Amount
Interest Price or CUSIP
Rate Yield Number
% Term 2004 Certificates due October 1, - Price %; CUSIP Number
* Preliminary, subject to change.
LAI 562884v5 39170/30020
CITY OF LODI, CALIFORNIA
City Council
Larry D. Hansen, Mayor
John Beckman, Mayor Pro Tem
Susan Hitchcock, Council Member
Emily Howard, Council Member
Keith Land, Council Member
City Officials
H. Dixon Flynn, City Manager
Janet Keeter, Deputy City Manager
Susan J. Blackston, City Clerk
Stephen Schwabauer, Interim City Attorney
Vicky McAthie, Finance Director/Treasurer
Richard C. Prima, Jr., Public Works Director
LODI PUBLIC IMPROVEMENT CORPORATION
Board of Directors
Larry D. Hansen
John Beckman
Susan Hitchcock
Emily Howard
Keith Land
SPECIAL SERVICES
Orrick, Herrington & Sutcliffe LLP
Los Angeles, California
Special Counsel
Public Financial Management, Inc.
San Francisco, California
Financial Advisor
LAI 562884v5 39170/30020
Union Bank of California, N.A.
San Francisco, California
Trustee
Macias, Gini & Company LLP
Sacramento, California
Independent Accountants
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 herein and, if given or made, such other
information or representations must not be relied upon as having been authorized by any of the foregoing. This
Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale
of the 2004 Certificates by a person in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such jurisdiction.
Statements contained in this Official Statement that include forecasts, estimates or matters of opinion,
whether or not expressly stated as such, are intended solely as such and are not to be construed as representations of
fact. The information set forth herein has been furnished by the City and by other sources that are believed to be
reliable, but is not guaranteed as to accuracy or completeness, and is not to be construed as representations by the
Underwriter. The information and expressions of opinions herein are subject to change without notice, and neither
the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, 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 one or more repositories.
The Underwriter has provided the following sentence for inclusion in this Official Statement: The
Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its
responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this
transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.
IN CONNECTION WITH THE OFFERING OF THE 2004 CERTIFICATES, THE
UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT MAY STABILIZE OR
MAINTAIN THE MARKET PRICE OF SUCH 2004 CERTIFICATES 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 constitute "forward-
looking statements." Such statements are generally identifiable by the terminology used such as "plan," "project,"
"expect," "anticipate," "intend," "believe," "estimate," "budget" or other similar words. The achievement of certain
results or other expectations contained in such forward-looking statements involve known 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.
Except as specifically set forth herein, 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.
LAI 562884v5 39170/30020
TABLE OF CONTENTS
Page
INTRODUCTION.........................................................................................................................................................1
Purpose................................................................................................................................................................1
The2004 Certificates...........................................................................................................................................
l
Security and Sources of Payment for the 2004 Certificates.................................................................................1
RateCovenant.....................................................................................................................................................2
ReserveFund.......................................................................................................................................................2
CertificateInsurance............................................................................................................................................2
ContinuingDisclosure.........................................................................................................................................2
OtherMatters.......................................................................................................................................................2
THE 2004 PROJECT AND THE SYSTEM CAPITAL PLAN.....................................................................................3
ESTIMATED SOURCES AND USES OF FUNDS.....................................................................................................4
THE2004 CERTIFICATES..........................................................................................................................................4
General................................................................................................................................................................
4
PrepaymentProvisions........................................................................................................................................5
SECURITY AND SOURCES OF PAYMENT FOR THE 2004 CERTIFICATES......................................................6
InstallmentPayments...........................................................................................................................................6
DefinedTerms.....................................................................................................................................................7
Pledgeof System Net Revenues.......................................................................................................................... 8
RateCovenant..................................................................................................................................................... 8
ReserveFund.......................................................................................................................................................8
Applicationof System Revenues.........................................................................................................................9
OutstandingParity Obligations..........................................................................................................................10
AdditionalParity Debt.......................................................................................................................................10
RateStabilization Fund.....................................................................................................................................10
Limitationon Remedies.....................................................................................................................................
11
CERTIFICATEINSURANCE....................................................................................................................................11
THE WASTEWATER SYSTEM................................................................................................................................11
General..............................................................................................................................................................1
l
Governance and Management...........................................................................................................................12
Employees.........................................................................................................................................................13
RetirementPrograms.........................................................................................................................................13
Insurance............................................................................................................................................................13
SystemFacilities................................................................................................................................................13
EnvironmentalCompliance...............................................................................................................................14
ServiceArea and Customers..............................................................................................................................15
WastewaterRates and Charges..........................................................................................................................16
Outstanding Wastewater System Obligations....................................................................................................18
Planned Capital Improvements..........................................................................................................................18
FinancialInformation........................................................................................................................................18
CONTINUING DISCLOSURE...................................................................................................................................22
THECORPORATION................................................................................................................................................23
CONSTITUTIONAL LIMITATIONS ON TAXES AND APPROPRIATIONS.......................................................23
California Constitution Articles XIIIA and XIIIB.............................................................................................23
California Constitution Articles XIIIC and XIIID.............................................................................................23
FutureInitiatives................................................................................................................................................25
TAXMATTERS.........................................................................................................................................................25
LITIGATION..............................................................................................................................................................27
APPROVALOF LEGALITY.....................................................................................................................................28
RATINGS....................................................................................................................................................................29
FINANCIAL ADVISOR.............................................................................................................................................29
UNDERWRITING......................................................................................................................................................
29
EXECUTIONAND DELIVERY................................................................................................................................30
LAI 562884v5 39170/30020
APPENDIX A - THE CITY OF LODI..................................................................................................................A-1
APPENDIX B - EXCERPTS OF AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE
FISCAL YEARS ENDED JUNE 30, 2003 AND JUNE 30, 2002 ..............................................B-1
APPENDIX C - BOOK -ENTRY ONLY SYSTEM.............................................................................................. C-1
APPENDIX D - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS.............................................................D-1
APPENDIX E - PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT ................................. E-1
APPENDIX F - PROPOSED FORM OF OPINION OF SPECIAL COUNSEL .................................................. F-1
APPENDIX G - SPECIMEN MUNICIPAL BOND INSURANCE POLICY.......................................................G-1
APPENDIX H - DEBT SERVICE REQUIREMENTS ON ALL PARITY DEBT...............................................H-1
u
LAI 562884v5 39170/30020
OFFICIAL STATEMENT
Relating to
$24,545,000*
Wastewater System Revenue Certificates of Participation, 2004 Series A
Evidencing the Proportionate Interests of the Owners Thereof
in Certain Installment Payments to be Made by the
CITY OF LODI, CALIFORNIA
INTRODUCTION
This Introduction is qualified in its entirety by reference to the more detailed information included and
referred to elsewhere in this Official Statement. The offering of the 2004 Certificates to potential investors is made
only by means of the entire Official Statement. Terms used in this Introduction and not otherwise defined shall have
the respective meanings assigned to them elsewhere in this Official Statement. See `APPENDIXD— SUMMARY
OF PRINCIPAL LEGAL DOCUMENTS—CERTAIN DEFINITIONS" herein.
Purpose
The purpose of this Official Statement (which includes the cover page and the appendices attached hereto)
is to provide certain information concerning the sale and delivery of $24,545,000* aggregate principal amount of
Wastewater System Revenue Certificates of Participation, 2004 Series A (the "2004 Certificates"). The 2004
Certificates evidence the proportionate interests of the registered owners (the "Owners") thereof in installments
payments (the "Installment Payments") to be made by the City of Lodi, California (the "City") under the terms of an
Installment Purchase Agreement, dated as of May 1, 2004 (the "Installment Purchase Agreement"), between the
City and the Lodi Public Improvement Corporation (the "Corporation").
The 2004 Certificates
The 2004 Certificates are being executed and delivered pursuant to a Trust Agreement, dated as of May 1,
2004 (the "Trust Agreement"), between the Corporation and Union Bank of California, N.A., as trustee thereunder
(the "Trustee"). The 2004 Certificates are being sold to provide funds (i) to finance the costs of certain
improvements to the wastewater collection, treatment and disposal system of the City (the "System") (see "THE
2004 PROJECT AND THE SYSTEM CAPITAL PLAN" herein), [(ii) to fund a deposit to a reserve fund for the
2004 Certificates,] and (iii) to pay costs of delivery of the 2004 Certificates. See "ESTIMATED SOURCES AND
USES OF FUNDS" herein.
Security and Sources of Payment for the 2004 Certificates
The obligation of the City to make the Installment Payments pursuant to the Installment Purchase
Agreement is a special obligation payable solely from and secured solely by System Net Revenues on a parity with
the $14.390 million outstanding aggregate principal amount (as of May 1, 2004) of installment payments payable by
the City in connection with the City's outstanding Parity Obligations. See "THE WASTEWATER SYSTEM—
Outstanding Wastewater System Obligations" herein. The City may incur additional obligations payable from and
secured by the System Net Revenues on a parity with the Installment Payments. See "SECURITY AND SOURCES
OF PAYMENT FOR THE 2004 CERTIFICATES—Additional Parity Debt" herein.
* Preliminary, subject to change.
LAI 562884v5 39170/30020
The obligation of the City to make the Installment Payments is a special obligation of the City
payable solely from the System Net Revenues, and does not constitute a debt of the City or of the State of
California or of any political subdivision thereof in contravention of any constitutional or statutory debt
limitation or restriction.
Rate Covenant
Pursuant to the Installment Purchase Agreement, the City covenants that it will at all times fix, prescribe
and collect rates, fees and charges and manage the operation of the System for each Fiscal Year so as to yield
System Net Revenues during such Fiscal Year equal to at least 110% of the Annual Debt Service in such Fiscal
Year; provided, an adjustment will be made to the amount of System Net Revenues for amounts deposited into or
withdrawn from the Rate Stabilization Fund, provided that, for purposes of such calculation, the amount of System
Net Revenues before any credits for transfers from the Rate Stabilization Fund to the System Revenue Fund may not
be less than 100% of Annual Debt Service for such Fiscal Year. See "SECURITY AND SOURCES OF
PAYMENT FOR THE 2004 CERTIFICATES—Rate Covenant" herein.
Reserve Fund
A Reserve Fund is established with the Trustee pursuant to the Trust Agreement in an amount equal to the
Reserve Fund Requirement (as defined in the Trust Agreement). Amounts on deposit in the Reserve Fund will be
applied to pay principal and/or interest evidenced by the 2004 Certificates in the event amounts on deposit in the
Debt Service Fund are insufficient therefor. In lieu of funding the Reserve Fund with cash, there may be credited to
the Reserve Fund a debt service reserve policy (the "Reserve Policy") in the amount of the Reserve Fund
Requirement. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2004 CERTIFICATES—Reserve
Fund" herein.
Certificate Insurance
Payment of the principal and interest evidenced by the 2004 Certificates when due (not including
acceleration or prepayment) will be insured by a municipal bond insurance policy (the "Policy") to be issued by the
Insurer simultaneously with the delivery of the 2004 Certificates. See "CERTIFICATE INSURANCE" herein.
Continuing Disclosure
The City has covenanted for the benefit of the Owners and beneficial owners of the 2004 Certificates to
provide certain financial information and operating data relating to the City and the System annually, and to provide
notices of the occurrence of certain enumerated events, if material. See "CONTINUING DISCLOSURE" herein.
Other Matters
This Official Statement speaks only as of its date, and the information and expressions of opinions
contained herein are subject to change without notice. Neither delivery of this Official Statement nor any sale made
hereunder, under any circumstances, shall create any implication that there has been no change in the affairs of the
City or the System since the date hereof. This Official Statement, including any supplement or amendment hereto,
is intended to be deposited with one or more repositories.
The summaries of and references to documents, statutes, reports and other instruments referred to herein do
not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its
entirety by reference to each document, statute, report or instrument. The capitalization of any word not
conventionally capitalized or otherwise defined herein indicates that such word is defined in a particular agreement
or other document and, as used herein, has the meaning given it in such agreement or document. See
"APPENDIX D — SUMMARY OF PRINCIPAL LEGAL DOCUMENTS" herein.
LAI 562884v5 39170/30020
Copies of the Trust Agreement and the Installment Purchase Agreement are available for inspection at the
City Hall of the City in Lodi, California, and will be available from the Trustee upon request and payment of
duplication costs.
THE 2004 PROJECT AND THE SYSTEM CAPITAL PLAN
The 2004 Certificates are being executed and delivered to provide funds (i) to finance the costs of certain
improvements to the System, [(ii) to fund a deposit to a reserve fund for the 2004 Certificates,] and (iii) to pay costs
of delivery of the 2004 Certificates.
Background. The City's wastewater treatment facility, the White Slough Water Pollution Control Facility
(the "White Slough Facility"), operates pursuant to a National Pollutant Discharge Elimination System ("NPDES")
permit administered by the State of California Regional Water Quality Control Board, Central Valley Region (the
"RWQCB"). In May 2000, the RWQCB adopted a plan for the implementation of new discharge requirements to be
imposed under NPDES permits. The State implementation plan establishes a schedule for achieving compliance
with the new standards of up to five years.
In January 2001, the City adopted a Wastewater System Master Plan which included the evaluation of the
improvements required to meet the new permit requirements, as well as other future improvements determined to be
undertaken for the System. In accordance with the Wastewater System Master Plan, the improvements are being
undertaken in a three phase construction process. The first phase of improvements, consisting of the installation of
aeration blower equipment, electrical and building modifications for the blowers, and earthquake and fire
installations in preparation for certain phase two improvements, are under construction and expected to be
completed by early Summer 2004. The phase one improvements are estimated to cost approximately $4 million and
were financed by the City from its share of the proceeds of the 2003 CSCDA Bonds (as hereinafter defined). See
"SECURITY AND SOURCES OF PAYMENT FOR THE 2004 CERTIFICATES—Outstanding Parity
Obligations" herein.
The 2004 Project. The proceeds of the 2004 Certificates will be primarily utilized to finance the costs of
the phase two improvements to be undertaken by the City in connection with the new discharge requirements
imposed under its NPDES permit (the "2004 Project") at an estimated cost of approximately $25 million. The 2004
Project consists of the following additions, betterments, extensions, replacements and improvements to the System:
• Equipment for Phase 2 of the upgrade of the White Slough Water Pollution Control Facility,
including Tertiary filters, UV disinfection equipment and aeration panels at an estimated cost of
approximately $4.0 million;
• Installation of the above equipment along with associated equipment, structures and appurtenances
at an estimated cost of $8.1 million;
• Land acquired in connection with improvements and buffer zones for the White Slough Water
Pollution Control Facility at an estimated cost of $3.5 million;
• Equipment and other improvements associated with Phase 3 of the White Slough Water Pollution
Control Facility Improvement Project at an estimated cost of $1.9 million;
• Improvements to the wastewater collection system and support facilities and engineering,
environmental, legal and other expenses associated with the above improvements at an estimated
cost of $7.5.
The 2004 Project shall also include such other betterments, extensions, replacements and improvements to
the System as shall be specified in a Certificate of the City delivered to the Trustee accompanied by a Favorable
Opinion of Bond Counsel with respect to the payment of the Costs of such additional betterments, extensions,
replacements and improvements with the proceeds of the 2004 Certificates.
LAI 562884v5 39170/30020
The City is responsible for obtaining all California Environmental Quality Act ("CEQA") approvals as well
as various construction permits and approvals for the 2004 Project. The City Planning Commission certified a
negative declaration for the Phase 2 improvements on June 25, 2003. The City expects to obtain all remaining
permits and approvals in a timely fashion.
Pursuant to the NPDES implementation plan, the City's phase two improvements were originally required
to be in place by May 2004; however, since the City does not discharge in the summer months, completion of the
improvements by September 2004 would satisfy the permit requirements. The City has requested an extension of
the compliance date for the 2004 Project to January 2005 from the RWQCB. The City anticipates that such
extension will be granted, but is unable to predict at this time when approval of such extension will be received.
Design for the equipment installation and related improvements has been completed, construction bids have been
received and a construction contract is expected to be awarded on April 27, 2004 [update after award]. The design
work is underway for certain other components of the 2004 Project. The final construction contract for the 2004
Project is expected to be awarded in early 2005. Construction of the major improvements is expected to commence
in May 2004 and be substantially completed by January 2005.
Future Improvements. Planned phase three improvements include outfall relocation, secondary plant
improvements, and a treatment wetland. The phase three improvements are expected to be undertaken in 2006 at an
estimated cost of approximately $20 million. The City anticipates that the phase three improvements will be funded
from the proceeds of a future financing which is expected to occur in 2006. In addition to the White Slough Facility
improvements the City expects to undertake additional capital projects for the System. See "THE WASTEWATER
SYSTEM—Planned Capital Improvements" herein.
ESTIMATED SOURCES AND USES OF FUNDS
The estimated sources and uses of funds with respect to the 2004 Certificates are as follows:
Sources:
Principal Amount of 2004 Certificates......................................................
Original Issue Premium............................................................................
TotalSources.....................................................................................
Deposit to Improvement Fund..................................................................
[Deposit to Reserve Fund(')].....................................................................
Costs of Issuance(2)....................................................................................
Total...................................................................................................
"IRepresents an amount equal to the Reserve Fund Requirement.
(2) Includes legal, financing and consulting fees, Trustee's fees, Underwriter's discount, printing costs, rating agency fees, bond
insurance premium and other costs incurred in connection with the delivery of the 2004 Certificates.
THE 2004 CERTIFICATES
General
The 2004 Certificates will be executed and delivered in the aggregate principal amount of $24,545,000*.
The 2004 Certificates will be prepared as one fully registered securities certificate for each maturity, and will be
registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York
* Preliminary, subject to change.
4
LAI 562884v5 39170/30020
("DTC"). DTC will act as securities depository for the 2004 Certificates. Principal, prepayment premium, if any,
and interest evidenced by the 2004 Certificates are payable by the Trustee to DTC, which is obligated in turn to
remit such principal, prepayment premium, if any, and interest to its DTC Participants for subsequent disbursement
to the beneficial owners of the 2004 Certificates. See "APPENDIX C — BOOK -ENTRY ONLY SYSTEM" herein.
The 2004 Certificates will be delivered in authorized denominations of $5,000 or any integral multiple
thereof. Interest evidenced by the 2004 Certificates is payable on October 1, 2004 and semiannually thereafter, on
each April 1 and October 1 (each, an "Interest Payment Date" for the 2004 Certificates), computed on the basis of a
360 -day year comprised of twelve 30 -day months. The 2004 Certificates will be dated the date of delivery thereof,
will mature on the dates and in the principal amounts and will evidence interest at the rates, all as set forth on the
inside front cover of this Official Statement.
Prepayment Provisions
Optional Prepayment
The 2004 Certificates maturing on or prior to October 1, are not subject to optional prepayment prior
to their stated maturity dates. The 2004 Certificates maturing on and after October 1, are subject to
prepayment prior to their stated maturity dates, on any date on or after October 1, , as a whole or in part, at the
option of the City, from any source of available funds, at a prepayment price equal to 100% of the principal amount
of 2004 Certificates or portions thereof to be prepaid, plus unpaid accrued interest thereon to the date fixed for
prepayment, without a prepayment premium.
Mandatory Prepayment
The 2004 Certificates maturing on October 1, are subject to mandatory prepayment prior to maturity,
in part by lot, commencing on October 1, and on each October 1 thereafter to and including October 1, ,
from scheduled Installment Payments made by the City on such dates, at a prepayment price equal to the principal
amount of the 2004 Certificates to be prepaid, plus unpaid accrued interest thereon to the date fixed for prepayment,
without a prepayment premium, according to the following schedule (subject to modification in the event of optional
prepayment as described above):
2004 Certificates
due on October 1,
Prepayment Date Principal
(October 1) Amount
t Final maturity.
Notice of Prepayment
Notice of prepayment of 2004 Certificates shall be mailed by the Trustee not less than thirty (30) days nor
more than sixty (60) days prior to the prepayment date to (i) the respective Owners of the 2004 Certificates
designated for prepayment at their addresses as shown on the registration books maintained by the Trustee, (ii) the
Securities Depositories, and (iii) one or more Information Services. Each notice of prepayment shall state the date
of such notice, prepayment price, the place of prepayment, the CUSIP number, if any, and if less than all of the 2004
Certificates of any one maturity are to be prepaid, the distinctive certificate numbers of the 2004 Certificates to be
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prepaid, and in the case of 2004 Certificates to be prepaid in part only, the respective portions of the principal
amount thereof to be prepaid. Each such notice shall also state that on said date there will become due and payable
on each of said 2004 Certificates the prepayment price thereof or of said specified portion of the principal amount
thereof to be prepaid and that from and after such prepayment date interest with respect thereto shall cease to accrue,
and shall require that such 2004 Certificates be then surrendered. Failure to receive such notice shall not invalidate
any of the proceedings taken in connection with such prepayment. The failure to receive such notice or any defect
therein shall not affect the sufficiency of such prepayment.
In the event of prepayment of 2004 Certificates (other than mandatory prepayment), the Trustee will mail a
notice of prepayment upon receipt of a Written Request of the City but only after the City files a Certificate of the
City with the Trustee that, on or before the date set for prepayment, the City will deposit with or otherwise make
available to the Trustee for deposit in the Debt Service Fund the money required for payment of the prepayment
price, including accrued interest evidenced thereby, of all 2004 Certificates then to be called for prepayment (or the
Trustee determines that money will be deposited with or otherwise made available to it in sufficient time for such
purpose), together with the estimated expense of giving such notice.
Unless the book -entry only system shall have been discontinued, the Corporation, the City and the Trustee
will recognize only DTC or its nominee as an Owner. Conveyance of notices and other communications by DTC to
DTC Participants and by DTC Participants to beneficial owners will be governed by arrangements between them,
subject to any statutory and regulatory requirements as may be in effect from time to time.
Selection of Certificates for Prepayment
If less than all Outstanding 2004 Certificates of any particular maturity are to be prepaid at any one time,
the Trustee shall select the 2004 Certificates or the portions of the 2004 Certificates to be prepaid by lot in a manner
which the Trustee deems to be fair. For purposes of selecting 2004 Certificates to be prepaid, 2004 Certificates shall
be deemed to be composed of $5,000 multiples and any such multiple of principal amount may be separately
prepaid, subject to the requirement that the unpaid balance of any 2004 Certificate prepaid in part must be in an
authorized denomination.
Effect of Prepayment
If notice of prepayment has been duly given as aforesaid, and money for the payment of the prepayment
price of the 2004 Certificates (or portions thereof) so called for prepayment is held by the Trustee, then on the
prepayment date designated in such notice, the 2004 Certificates (or portions thereof) so called for prepayment shall
become due and payable, and from and after the prepayment date so designated, interest with respect to the 2004
Certificates (or portions thereof) so called for prepayment shall cease to accrue, such 2004 Certificates (or portions
thereof) shall cease to be entitled to any benefit or security under the Trust Agreement and the Installment Purchase
Agreement, and the Owners of such 2004 Certificates shall have no rights in respect thereof except to receive
payment of the prepayment price thereof from the money held by the Trustee for such purpose.
SECURITY AND SOURCES OF PAYMENT FOR THE 2004 CERTIFICATES
Installment Payments
The 2004 Certificates evidence the proportionate interests of the Owners in the Installment Payments to be
made by the City pursuant to the Installment Purchase Agreement. The Installment Purchase Agreement provides
that the City's obligation to make the Installment Payments is absolute and unconditional, and, until such time as the
Installment Payments shall have been paid in full (or provision for the payment thereof shall have been made
pursuant to the Installment Purchase Agreement), the City will not discontinue or suspend any Installment Payment
required to be paid by the City under the Installment Purchase Agreement, whether or not the System or any part
thereof is operating or operable or has been completed, or its use is suspended, interfered with, reduced or curtailed
or terminated in whole or in part, and such Installment Payments shall be net payments to the Corporation and shall
not be subject to deduction, abatement, reduction or diminution, whether by offset or otherwise, and shall not be
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conditional upon the performance or nonperformance by any party to any agreement or for any other cause
whatsoever. Notwithstanding anything to the contrary contained in the Installment Purchase Agreement, the City
shall not be required to advance any moneys derived from any source of income other than the System Revenues,
the System Revenue Fund and other funds provided for the payment of the Installment Payments or for the
performance of any agreements or covenants required to be performed by it contained in the Installment Purchase
Agreement.
Pursuant to the Trust Agreement, the Corporation transfers, assigns and sets over to the Trustee all of the
Installment Payments and any and all rights, title, interest and privileges it has in, to and under the Installment
Purchase Agreement (other than its rights to expenses and indemnification), including without limitation, the right to
collect and receive directly all of the Installment Payments and the right to enforce the provisions of the Installment
Purchase Agreement. The City consents to such assignment in the Installment Purchase Agreement and agrees to
make payments of the Installment Payments directly to the Trustee. The Trustee also shall, subject to the provisions
of the Trust Agreement, take all steps, actions and proceedings required to be taken, as provided in an opinion of
counsel delivered to the Trustee, reasonably necessary to maintain in force for the benefit of the Owners of the 2004
Certificates the Trustee's rights in and priority to the security granted to it for the payment of the Installment
Payments as assignee of the Installment Payments and all of the Corporation's rights, title, interest and privileges in,
to and under the Installment Purchase Agreement (other than its rights to indemnification and expenses), and all
other rights and property which the Trustee may receive in the future as security for the 2004 Certificates.
The Trust Agreement provides that all of the Installment Payments received by the Trustee shall be
deposited immediately in the Debt Service Fund. All of the Installment Payments shall be held in trust by the
Trustee for the benefit of the Owners of the 2004 Certificates but shall be disbursed and applied only as provided in
the Trust Agreement.
Defined Terms
For the purposes of the Trust Agreement and the Installment Purchase Agreement, the following terms are
given the following meanings:
"System Net Revenues" is defined under the Installment Purchase Agreement as, for any period, System
Revenues less Operation and Maintenance Costs for such period; provided that certain adjustments in the amount of
System Net Revenues for a Fiscal Year may be made in connection with amounts deposited in and transferred from
the Rate Stabilization Fund. "System Revenues" is defined under the Installment Purchase Agreement as all gross
income and revenue received or receivable by the City from the ownership or operation of the System, determined in
accordance with Generally Accepted Accounting Principles, including all fees (including connection fees), rates,
charges and all amounts paid under any contracts received by or owed to the City in connection with the operation
of the System and all proceeds of insurance relating to the System and investment income allocable to the System
and all other income and revenue howsoever derived by the City from the ownership or operation of the System or
arising from the System. System Revenues for any Fiscal Year shall include, for the purposes permitted by the
Installment Purchase Agreement, amounts transferred to the System Revenue Fund from the Rate Stabilization Fund
during such Fiscal Year.
"Operation and Maintenance Costs" is defined under the Installment Purchase Agreement as the reasonable
and necessary costs paid or incurred by the City for maintaining and operating the System, determined in accordance
with Generally Accepted Accounting Principles, including all reasonable expenses of management and repair and all
other expenses necessary to maintain and preserve the System in good repair and working order, and including all
administrative costs of the City that are charged directly or apportioned to the operation of the System, such as
salaries and wages of employees, overhead, taxes (if any) and insurance premiums (including payments required to
be paid into any self-insurance funds), 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 Installment Purchase Agreement or of any Supplemental
Agreement or of any resolution authorizing the execution of any Parity Obligations, such as compensation,
reimbursement and indemnification of the Trustee and the Corporation and fees and expenses of Independent
Certified Public Accountants and deposits to the Rebate Fund; but excluding in all cases (i) payment of Parity Debt
and Subordinate Obligations, (ii) costs of capital additions, replacements, betterments, extensions or improvements
which under Generally Accepted Accounting Principles are chargeable to a capital account, (iii) depreciation,
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replacement and obsolescence charges or reserves therefor and amortization of intangibles, and (iv) transfers from
the System Revenue Fund to other funds or accounts of the City other than the administrative costs of the City
described above.
For definitions of additional terms used in the Installment Purchase Agreement and the Trust Agreement,
see "APPENDIX D — SUMMARY OF PRINCIPAL LEGAL DOCUMENTS—CERTAIN DEFINITIONS" herein.
Pledge of System Net Revenues
Pursuant to the Installment Purchase Agreement, all System Net Revenues and all amounts on deposit in
the System Revenue Fund are irrevocably pledged to the payment of the Installment Payments, as provided in the
Installment Purchase Agreement. The Installment Purchase Agreement provides that such pledge, together with the
pledge of System Net Revenues and amounts in the System Revenue Fund securing all other Parity Debt shall,
subject to application as permitted in the Installment Purchase Agreement, constitute a first lien on System Net
Revenues and amounts on deposit in the System Revenue Fund.
The obligation of the City to make the Installment Payments is a special obligation of the City
payable solely from the System Net Revenues, and does not constitute a debt of the City or of the State of
California or of any political subdivision thereof in contravention of any constitutional or statutory debt
limitation or restriction.
Rate Covenant
The Installment Purchase Agreement provides that the City will, at all times until all Installment Payments
have been fully paid or provision has been made therefor in accordance with the Installment Purchase Agreement,
fix, prescribe and collect rates, fees and charges and manage the operation of the System for each Fiscal Year so as
to yield System Revenues at least sufficient, after making reasonable allowances for contingencies and errors in the
estimates, to pay the following amounts during such Fiscal Year:
(i) All current Operation and Maintenance Costs.
(ii) The Installment Payments and all other Parity Obligation Payments and all payments on
Subordinate Obligations as they become due and payable.
(iii) All payments required for compliance with the terms of the Trust Agreement and the Installment
Purchase Agreement, including restoration of the Reserve Fund to an amount equal to the Reserve Fund
Requirement.
(iv) All payments to meet any other obligations of the City which are charges, liens or encumbrances
upon, or payable from, the System Revenues.
In addition to the foregoing requirements, the City will, to the maximum extent permitted by law, fix,
prescribe and collect rates, fees and charges and manage the operation of the System for each Fiscal Year so as to
yield System Net Revenues during such Fiscal Year equal to at least 110% of the Annual Debt Service in such
Fiscal Year; provided an adjustment will be made to the amount of System Net Revenues for amounts deposited into
or withdrawn from the Rate Stabilization Fund; provided that, for purposes of such calculation, the amount of
System Net Revenues before any credits for transfers from the Rate Stabilization Fund to the System Revenue Fund
may not be less than 100% of Annual Debt Service for such Fiscal Year.
Reserve Fund
Pursuant to the Trust Agreement, the Reserve Fund is to be held by the Trustee so long as the Installment
Purchase Agreement has not been discharged in accordance with its terms or any 2004 Certificates remain
Outstanding. The Reserve Fund is required to be maintained in an amount equal to the Reserve Fund Requirement
(See "Application of System Revenues" below) pursuant to the Trust Agreement. [The Reserve Fund Requirement
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may be satisfied by the Reserve Policy.] Moneys on deposit in the Reserve Fund shall be transferred, and if the
amount of money then on deposit in the Reserve Fund is insufficient therefor, amounts shall be drawn on the
Reserve Policy and transferred, by the Trustee to the Debt Service Fund to pay principal and/or interest evidenced
by the 2004 Certificates on each date such principal and/or interest is due and payable in the event amounts on
deposit therein are insufficient for such purposes. The Reserve Fund is not available for the payment of any Parity
Obligations of the City nor is any other reserve fund relating to any Parity Obligations available for the payment of
any insufficiency with respect to the Installment Payments.
Any money in the Reserve Fund in excess of the Reserve Fund Requirement as permitted by the Trust
Agreement may, at the written request of the City, be withdrawn from the Reserve Fund and transferred to the City
for deposit in the System Revenue Fund.
"Reserve Fund Requirement" is defined in the Trust Agreement to mean as of any date of determination,
the least of (a) 10% of the initial offering price to the public of the 2004 Certificates as determined under the Code,
or (b) the greatest Annual Debt Service with respect to the Installment Payments in any Fiscal Year during the
period commencing with the Fiscal Year in which the determination is being made and terminating with the last
Fiscal Year in which any Installment Payment is due, or (c) 125% of the sum of the Annual Debt Service with
respect to the Installment Payments 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 execution and delivery of the 2004
Certificates) and terminating with the last Fiscal Year in which any Installment Payment is due, divided by the
number of such Fiscal Years, all as computed and determined by the City and specified in writing to the Trustee.
Amounts on deposit in the Reserve Fund will be applied to pay principal and/or interest evidenced by the
2004 Certificates in the event amounts on deposit in the Debt Service Fund are insufficient therefor.
Application of System Revenues
The City agrees and covenants in the Installment Purchase Agreement that all System Revenues it receives
(except for net proceeds of any casualty insurance or condemnation award) will be deposited when and as received
in the System Revenue Fund, which the City has established and which the City agrees to maintain separate and
apart from other moneys of the City until all Installment Payments have been fully paid or provision has been made
therefor in accordance with the Installment Purchase Agreement. Moneys in the System Revenue Fund shall be
used and applied only as provided in the Installment Purchase Agreement. The Installment Purchase Agreement
provides that the City is to pay all Maintenance and Operation Costs (including amounts reasonably required to be
set aside in contingency reserves for Maintenance and Operation Costs the payment of which is not then
immediately required) from the System Revenue Fund as they become due and payable and all remaining money in
the System Revenue Fund shall be set aside and deposited by the City at the following times in the following order
of priority:
(1) Installment Payments. Not later than each Installment Payment Date (i.e., March 15 and
September 15 of each year), the City is required to, from the moneys in the System Revenue Fund,
transfer to the Trustee the Installment Payment due and payable on that Installment Payment Date.
The City will also, from the moneys in the System Revenue Fund, transfer when due to the
applicable trustee for deposit in the respective payment fund, without preference or priority, and in
the event of any insufficiency of such moneys ratably without any discrimination or preference,
any Parity Obligation Payments in accordance with the provisions of the applicable Parity
Obligation.
(2) Reserve Fund. On or before the first Business Day of each month, the City is required to, from the
remaining moneys in the System Revenue Fund, without preference or priority, and in the event of
any insufficiency of such moneys ratably without any discrimination or preference, transfer to the
Trustee for deposit in the Reserve Fund in accordance with the Trust Agreement and to the
applicable trustee for such other debt service reserve funds, if any, as may have been established in
connection with Parity Obligations that sum, if any, necessary to restore: (i) the Reserve Fund to
an amount equal to the Reserve Fund Requirement and otherwise replenish the Reserve Fund for
any withdrawals (including draws upon the Reserve Policy) to pay the Installment Payments due
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under the Installment Purchase Agreement and (ii) necessary to restore such other debt service
funds to an amount equal to the amount required to be maintained therein; provided that payments
to restore the Reserve Fund after a withdrawal will be in an amount equal to 1/12 of the aggregate
amount needed to restore the Reserve Fund to the Reserve Fund Requirement as of the date of the
withdrawal. To the extent that draws on the Reserve Fund are from the Reserve Policy as
permitted under the Trust Agreement, transfers under the Installment Purchase Agreement to
restore the Reserve Fund shall be made to reimburse the provider of the Reserve Policy to the
extent the Reserve Policy is reinstated.
(3) Surplus. Moneys on deposit in the System Revenue Fund not necessary to make any of the
payments required above in a Fiscal Year, may be expended by the City at any time for any
purpose permitted by law, including but not limited to payments with respect to Subordinate
Obligations and deposits to the Rate Stabilization Fund.
Outstanding Parity Obligations
As of May 1, 2004, the City had outstanding $9,390,000 principal amount of Certificates of Participation
(1991 Wastewater Treatment Plant Expansion Refunding Project) (the "1991 Certificates"). The 1991 Certificates
evidence the proportionate interests in payments (the "1991 Installment Payments") to be made by the City pursuant
to an Installment Sale Agreement, dated as of December 1, 1991 (the "1991 Installment Sale Agreement"), between
the City and the Corporation. In addition, the City has entered into an Installment Purchase Agreement, dated as of
October 1, 2003 (the "2003 Installment Purchase Agreement"), by and between the City and the California
Statewide Communities Development Authority ("CSCDA"), pursuant to which the City is obligated to make
certain installment payments (the "2003 Installment Payments") to CSCDA which 2003 Installment Payments
secure, in part, certain CSCDA Water and Wastewater Revenue Bonds (Pooled Financing Program) Series 2003B
(the "2003 CSCDA Bonds"). The City's outstanding principal obligation under the 2003 Installment Purchase
Agreement was $5,000,000 as of May 1, 2004. The 1991 Installment Payments and the 2003 Installment Payments
are payable from System Net Revenues on a parity with the payment of the Installment Payments. See "THE
WASTEWATER SYSTEM—Outstanding Wastewater System Obligations" herein.
Additional Parity Debt
The Installment Purchase Agreement provides that the City may at any time enter into or otherwise incur
any obligations secured by a pledge of System Net Revenues on a parity with the Installment Payments ("Parity
Debt") and the outstanding Parity Obligations, but only if the System Net Revenues for the last completed Fiscal
Year or any 12 consecutive months within the last 18 months preceding the date of entry into or incurrence of such
Parity Debt, as shown by a Certificate of the City on file with the Trustee, plus an allowance for increased System
Net Revenues arising from any increase in the rates, fees and charges of the System which was duly adopted by the
City Council of the City prior to the date of entry into or incurrence of such Parity Debt but which, during all or any
part of such 12 -month period, was not in effect, in an amount equal to the amount by which the System Net
Revenues would have been increased if such increase in rates, fees and charges had been in effect during the whole
of such 12 -month period, as shown by a Certificate of the City on file with the Trustee, produce a sum equal to at
least 110% of the Maximum Annual Debt Service as calculated after the entry into or incurrence of such Parity
Debt; provided, that in the event that all or a portion of such Parity Debt is to be issued for the purpose of refunding
and retiring any Parity Debt then Outstanding, interest and principal payments on the Parity Debt to be so refunded
and retired from the proceeds of such Parity Debt being issued shall be excluded from the foregoing computation of
Maximum Annual Debt Service; provided further, that the City may at any time enter into or incur Parity Debt
without compliance with the foregoing conditions if the Annual Debt Service for each Fiscal Year during which
such Parity Debt are Outstanding will not be increased by reason of the issuance of such Parity Obligations; and
provided further, an adjustment will be made in the amount of System Net Revenues for amounts deposited into or
withdrawn from the Rate Stabilization Fund.
Rate Stabilization Fund
Pursuant to the Installment Purchase Agreement, a Rate Stabilization Fund is to be held and maintained by
the City until all Installment Payments have been fully paid or provision has been made therefor in accordance with
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the Installment Purchase Agreement. The City may, during or within 210 days after a Fiscal Year, transfer surplus
System Net Revenues attributable to such Fiscal Year (on the basis of Generally Accepted Accounting Principles)
from the System Revenue Fund to the Rate Stabilization Fund. The City may at any time transfer moneys from the
Rate Stabilization Fund to the System Revenue Fund. System Net Revenues deposited into the Rate Stabilization
Fund will not be taken into account as System Net Revenues for the Fiscal Year to which such deposited System Net
Revenues are attributable for purposes of the calculations required by the covenants in the Installment Purchase
Agreement relating to coverage and additional Parity Obligations in the Fiscal Year to which such deposit is
attributable, and amounts withdrawn from the Rate Stabilization Fund and deposited into the System Revenue Fund,
may be taken into account as System Revenues for purposes of the calculations required by such covenants for the
Fiscal Year in which such deposit is made; provided that, for purposes of the calculation described in the last
paragraph under "Rate Covenant" above, the amount of System Net Revenues before any credits for transfers from
the Rate Stabilization Fund to the System Revenue fund may not be less than 100% of Annual Debt Service for such
Fiscal Year.
Limitation on Remedies
In addition to the limitations on remedies contained in the Trust Agreement and the Installment Purchase
Agreement, the rights and remedies provided in the Trust Agreement and the Installment Purchase Agreement may
be limited by and are subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting
creditors' rights, to the application of equitable principles and to the exercise of judicial discretion in appropriate
cases.
CERTIFICATE INSURANCE
The following information has been furnished by the Insurer for use in this Official Statement. Such
information has not been independently confirmed or verified by the City. No representation is made herein by the
City as to the accuracy or adequacy of such information subsequent to the date hereof, or that the information
contained and incorporated herein by reference is correct. Reference is made to Appendix G for a specimen of the
Insurer's Policy.
[TO COME]
THE WASTEWATER SYSTEM
General
The City of Lodi is located in the County of San Joaquin (the "County") between Stockton and
Sacramento, and adjacent to U.S. Highway 99, approximately 90 miles east of San Francisco. The City was
incorporated as a General Law City on December 6, 1906. The City operates under a City Council -Manager form of
government and provides the following services: public safety (police, fire and graffiti abatement), public utilities
services (electric, water and sewer), transportation services (streets, flood control and transit), leisure, cultural and
social services (parks and recreation, library, and community center), and general government services
(management, human resources administration, financial administration, building maintenance and equipment
maintenance). As of January 1, 2003, the City had an estimated population of 60,500 within an area of
approximately 12.598 square miles. See "APPENDIX A — THE CITY OF LODI" herein. Since 1923, the City has
been providing wastewater collection and treatment services to the community.
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Governance and Management
The City is governed by a five -member City Council comprised of members elected at large. Each council
member is elected for four years with staggered terms.
The current City Council members and the expiration dates of their terms are set forth below.
Council Member
Title
Expiration of Term
Larry D. Hansen
Mayor
December 2006
John Beckman
Mayor Pro Tem
December 2006
Susan Hitchcock
Council Member
December 2004
Emily Howard
Council Member
December 2006
Keith Land
Council Member
December 2004
The City Manager of the City is H. Dixon Flynn. Mr. Flynn was appointed in August 1995. From
June 1991 to August 1995, he served as the Finance Director for the City of Lodi. Prior to this, Mr. Flynn was the
Finance Systems Manager for the City of San Luis Obispo (October 1985 to June 1991) and a Finance Officer in the
United States Army (June 1964 to September 1985) in which he served in a number of locations and positions.
Mr. Flynn received his Bachelor of Science Degree in Accounting from New Mexico State University in 1964 and
his Master of Science Degree in Industrial Engineering from the University of Arkansas in 1976.
Financial management of the City is provided by Vicky McAthie, the City's Finance Director/Treasurer.
Ms. McAthie was appointed in November 1995. From January 1991 to November 1995, she was the Accounting
Manager for the City. Prior to this, Mrs. McAthie worked for the City of Stockton from June 1974 to
December 1990, starting as an Account Clerk and ending as an Accountant IL Mrs. McAthie received her Bachelor
of Science Degree in Business Administration, Accounting in 1991 and her Master of Public Administration in 1994
from the California State University, Stanislaus. Mrs. McAthie is a Certified California Municipal Treasurer, a
Certified Government Financial Manager, a Certified Municipal Finance Administrator, Certified Fraud Specialist
and a Certified Cash Handler. In addition, Mrs. McAthie has been a budget reviewer for both the Government
Finance Officers Association and the California Society of Municipal Finance Officers for several years.
Mrs. McAthie will retire as the City's Finance Director/Treasurer effective in June 2004. The City has hired a new
Finance Director, Jim Krueger who is scheduled to commence his position with the City in May 2004. Mr. Krueger
is currently the finance director for the City of Bend, Oregon.
Management and administration of the City's Wastewater System is provided by Richard C. Prima, Jr.,
Public Works Director. Mr. Prima has been with the City for 28 years, having served as Public Works Director
since 1998. From 1975 to 1998, he served as a city engineer to the City. Prior to this, Mr. Prima worked for Pacific
Gas & Electric Company as an engineer designer from 1974 to 1975. Mr. Prima received his Bachelor of Science
Degree in Civil Engineering from the University of California at Berkeley in 1974 and is a registered civil engineer
in the State of California. In addition, Mr. Prima is a member of the American Public Works Association, the
American Society of Civil Engineers, the Institute of Transportation Engineers, the American Waterworks
Association and the Water Environment Federation.
Del Kerlin is the Assistant Wastewater Treatment Superintendent at the City's White Slough Facility. In
this capacity he has oversight for the day-to-day operation and maintenance of the White Slough Facility. He is also
responsible for the several leases of City property surrounding the White Slough Facility, which entail farming,
power generation, and a fish rearing operation. Mr. Kerlin has administrative responsibilities that include budget
preparation and implementation, capital projects development, and interpreting and enforcing regulatory
requirements. His position reports to the Public Works Director. Mr. Kerlin has served in this capacity since 1987
and has cumulative experience of 28 years in the wastewater field. He holds a Grade V Wastewater Plant Operator
Certificate and a Grade III Water Treatment Operator Certificate. He also received a Bachelor's Degree in
Management from Saint Mary's College of Moraga and is an active member of the California Water Environment
Association and the Water Environment Federation.
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Employees
As of January 1, 2004, the City had 40 full-time equivalent employee positions budgeted for the System
and the City's water system. Employees of the System and the City's water system are represented by the
Maintenance and Operators Bargaining Unit, whose Memorandum of Understanding expired on June 30, 2003. A
successor Memorandum of Understanding is currently being negotiated. The City has never experienced a labor
strike.
Retirement Programs
Retirement benefits to City employees are provided through the City's participation in the California Public
Employees Retirement System ("PERS"). The City's contribution rate is determined by periodic actuarial
calculations based on the benefit formula and the number of employees and their respective salary schedules. As of
June 30, 2003, the City had no unfunded pension benefit obligation. See Note 10 to the City's audited financial
statements included in APPENDIX B hereto.
Insurance
The City's boiler and machinery operations (including those part of the System) are insured by Hartford
Steam Boiler for up to $5 million per occurrence. The City, including the System, is self-insured for general
liability for up to $500,000 and has pooled excess coverage through the California Joint Powers Risk Management
Authority for up to $15 million per occurrence. The City is self-insured for workers' compensation for up to
$250,000 and has pooled excess coverage through the Local Agency Workers' Compensation Excess Authority for
up to $25 million.
System Facilities
The System consists of 186.5 miles of wastewater mains, seven pump stations and one wastewater
treatment plant, the White Slough Facility. The White Slough Facility is located in a primarily agricultural area
adjacent to Interstate 5, approximately 6.5 miles southwest of the City. The White Slough Facility is designed for
maximum daily capacity of approximately 8.5 million of gallons per day ("mgd"). However, the Waste Discharge
Requirements ("WDRs") issued by the RWQCB presently limit the average dry weather flow from the White
Slough Facility to 7.0 mgd to limit impacts on dissolved oxygen concentrations in Dredger Cut, a waterway
connecting to White Slough. The average current daily demand on the White Slough Facility is approximately
6.6 mgd.
The White Slough Facility was originally constructed in 1966 to replace an older wastewater treatment
plant in the City. The White Slough Facility assists the City in maintaining water quality standards required for the
protection of the environmentally sensitive Sacramento -San Joaquin Delta. Through the years, the White Slough
Facility has been expanded and improved to meet the increasingly stringent environmental protection standards.
The most recent project, completed in 1992, expanded the White Slough Facility to a capacity of 8.5 million gallons
per day. The 8.5 mgd flow capacity is expected to be sufficient to accommodate the City's growth projections
through 2020.
The White Slough Facility consists of an activated sludge system and an aerated lagoon and storage pond
system, having an approximate 100 million of gallons capacity. Preliminary treatment of the domestic wastewater is
accomplished by comminutors, detritors and five rectangular clarifiers. Secondary treatment facilities consist of
four activated sludge aeration basins with a fine bubble aeration system, and two circular secondary clarifiers. The
aeration system is driven by four centrifugal blowers. The treated effluent is then disinfected through a chlorine
contact tank and dechlorinated prior to surface water discharge. Industrial effluent and a portion of the treated
domestic effluent are used for irrigation of an adjacent 790 acres of City -owned agricultural land. The remaining
treated domestic effluent is discharged to Dredger Cut, a waterway connecting to White Slough. Sludge is thickened
and then digested in three anaerobic digestors and then stored in a concrete lined facility and periodically removed
for use on City -owned agricultural land. Methane gas from the anaerobic digestion process is used for building and
digester heating. Excess methane is flared off at the plant site.
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In addition to domestic wastewater treatment, the White Slough Facility also disposes of industrial
wastewater produced primarily by Pacific Coast Producers, a local cannery. See "Service Area and Customers"
below. In past years, the annual industrial flow to the White Slough Facility has exceeded 400 million of gallons per
year ("mgy"); however, recently industrial flows have decreased to between 100 to 200 mgy due to changes in
processing. Most of this flow is received during the period from June through September.
During summer months (i.e., generally during the period from May 1 through September 1), treated
domestic wastewater, industrial wastewater, and digested sludge are blended together and applied to 790 acres of the
City -owned agricultural land on the site. During the remainder of the year, treated domestic wastewater is
discharged to Dredger Cut in the Sacramento -San Joaquin Delta, and industrial wastewater is stored in four ponds
located directly north of the main treatment plant site. These ponds have a total surface area of about 41 acres.
Treated domestic wastewater is also used by the adjacent Northern California Power Agency power generation
facilities for various purposes, including, but not limited to, cooling, and to supply nearby ponds that are used by the
Mosquito Abatement District to raise mosquito fish.
The existing collection system, not including the outfall to the treatment plant, consists of approximately
186.5 miles of 4" to 48" sewers constructed of clay, concrete, and PVC plastic materials. Included in this system are
six lift stations which serve outlying portions of the City and one industrial waste pumping station. The collection
system currently serves over 19,900 dwelling units, 1,400 acres of commercial/industrial development, and 250
acres of schools. Over 50% of the sewers are 6" in diameter. The following is a tabulation of the sewers.
City of Lodi
Wastewater System
Tabulation of Existing Sewers
Sewer Size
Sewer Size
(inches)
Total Feet
(inches)
Total Feet
48
23,848
15
16,923
42
8,479
14
7,340
30
10,3398
12
43,534
24
15,386
10
70,472
21
15,912
8
172,306
18
29,516
6
507,913
16
7,505
4
5,372
Source: City of Lodi.
The domestic wastewater collection system conveys all domestic and commercial flows and limited
industrial flows. The industrial wastewater system conveys the waste contributed by major industries, except the
local General Mills facility which discharges its pre-treated waste into the domestic system. The wastewater
collection system serves all of the developed property within the City limits. The maintenance program for these
facilities is accomplished by City crews. This program includes the systematic hydrocleaning, rodding, smoke
testing and video inspection of mains throughout the City.
Environmental Compliance
The present discharge requirements for the City's White Slough Facility are established by the RWQCB
which administers and enforces all federal and State of California discharge requirements. The RWQCB
administers regulations promulgated by the United States Environmental Protection Agency through the NPDES
permits. The City's NPDES discharge permit No. CA0079243 is subject to renewal every five years and was last
renewed in January 2000. The permit renewal process is routine such that the City anticipates the discharge permit
will be renewed in due course. In connection with the renewal of the permit in 2005, the City expects to request an
increase in the permitted average dry weather flow limit of the White Slough Facility to its 8.5 mgd capacity. The
City has reported that the White Slough Facility has been operated in compliance with the permit in all material
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respects (though future compliance will require completion of the 2004 Project). See "THE 2004 PROJECT AND
THE SYSTEM CAPITAL PLAN" herein.
The City is responsible for satisfying the federal and State -mandated discharge requirements administered
by the RWQCB. The requirements include provisions requiring the City to comply with all pretreatment
requirements contained in the Federal Water Pollution Control Act. The City has an approved pretreatment
program. In general, plant performance has consistently met discharge requirements, and only one instance of
noncompliance has been found actionable by the RWQCB.
See also "LITIGATION" herein for a discussion of certain pending environmental litigation involving the
City.
Service Area and Customers
The City provides wastewater collection and treatment to substantially all of the population of the City,
representing an area of approximately 12.598 square miles in the City, and, presently, the City ordinance does not
allow wastewater service outside the City limits. The City accepts septage and winery waste delivered to the White
Slough Facility by truck. Fees for this service account for approximately $250,000 in annual revenues.
The tables below show the number of connections of the System by user type and service charge revenues
by class of user.
City of Lodi
Wastewater System
Number of Connections by User Type
as of June 30
Source: City of Lodi
City of Lodi
Wastewater System
Proportion of Service Charge Revenues by Class of User
Fiscal Year 2002-03
Percentage of Total
Annual Service
User Type Charge Revenue
Single Family Residential
50.0%
Multiple Family Residential
Connections
Commercial/Industrial
31.1
User Type
1999
2000
2001
2002
2003
Single Family Residential
13,622
13,941
14,228
14,547
14,786
Multiple Family Residential
6,105
6,239
6,428
6,595
7,007
Commercial/Industrial
1,142
1,155
1,161
1,188
1,196
Total All Users
20,869
21,335
21,817
22,330
22,989
Source: City of Lodi
City of Lodi
Wastewater System
Proportion of Service Charge Revenues by Class of User
Fiscal Year 2002-03
Percentage of Total
Annual Service
User Type Charge Revenue
Single Family Residential
50.0%
Multiple Family Residential
18.9
Commercial/Industrial
31.1
Total
100.0%
Source: City of Lodi.
The table below shows the five largest users of the System based on service charge revenues for the Fiscal
Year 2002-03.
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City of Lodi
Wastewater System
Largest Users by Service Charge Revenues
Fiscal Year 2002-03
Service Charge
User Type of Business Revenue
Pacific Coast Producers(l) Cannery/Office Space/Distribution $209,782
Cottage Bakery Commercial Bakery/Restaurant 176,846
General Mills Manufacturer/Marketer 162,300
Lodi Unified School District Public Schools 52,829
Del Castillo Foods Tortilla Factory 27,589
Total $629,346
Percentage of Total
Annual Service
Charge Revenue
3.8%
3.2
3.0
1.0
0.5
11.5%
Pacific Coast Producers is a private-label fruit and tomato cooperative that supplies the retail and food service industries.
The Pacific Coast Producers corporate offices are located within the City. Albertson's, Kroger and Safeway are among its
customers.
Source: Lodi Public Works Department.
Wastewater Rates and Charges
The City has the power to establish rates and charges as needed to operate the System. The rates and
charges are established by the City Council and are not subject to review or approval by any other agency. The City
principally relies on the following charges and fees: service charges, capacity/connection fees and impact mitigation
fees.
Service Charges. [The following discussion reflects proposed increases subject to council approval
and protest period passage.] The following charges were established for residential, commercial and industrial
wastewater service by Resolution No. , adopted by the City on [April 27], 2004 and effective May 1, 2004.
These recently adopted rate increases reflect a 25% system average rate increase over prior rates. Pursuant to
Resolution No. , a second system average rate increase of 25% was approved and will be effective
July 1, 2005. [In addition, Resolution No. provides for future increases in service charges in an amount
up to the percentage increase in the Consumer Price Index for the immediately preceding year, subject to annual
City Council action.]
City of Lodi
Wastewater System
Schedule of Wastewater Service Charges
Current Service
Charge
(effective May 1, 2004)
For Residential Users (per month):
1 Bedroom .......................................
$12.16
2 Bedrooms ......................................
16.21
3 Bedrooms ......................................
20.27
4 Bedrooms ......................................
24.32
5 Bedrooms ......................................
28.38
6 Bedrooms ......................................
32.43
7 Bedrooms ......................................
36.48
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Increased Service
Charge
(effective July 1, 2005)
$15.20
20.26
25.33
30.40
35.46
40.53
45.59
For Commercial/Industrial Users:
Moderate Strength (annual per Sewage Service Unit (SSU))...
High Strength:
Flow (annual per mg) ........................................................
BOD (annual per 1,000 lbs.) ..............................................
SS (annual per 1,000 lbs.) ..................................................
Grease Interceptor/Septic Holding Tank Waste within
City Limits (per 1,000 gal.) ........................................
Septic Holding Tank Waste outside City Limits (per
1,000 gal.)...................................................................
Disposal to Storm Drain System (per mg) .........................
Current Service Increased Service
Charge (effective Charge (effective
May 1, 2004) July 1, 2005)
$194.58 $ 243.09
936.36 1,170.45
458.23 572.79
374.58 468.23
143.44 179.30
304.51 380.64
150.66 180.33
Capacity/Connection Fees. Capacity/connection fees are one-time only connection charges based on
estimated annual usage. The current capacity/connection fees were established for residential, commercial and
industrial wastewater service by Resolution No. 97-190, adopted by the City on November 19, 1997 and effective as
of the date adopted. The capacity/connection fee for residential (per 2 bedroom home, 1 Sewage Service Unit
(SSU), for commercial (per SSU) and for moderate strength industrial (per SSU) is $2,099. The capacity/connection
fee for high strength industrial is $11,192.96 for flow (per mgy), $4,610.56 for biochemical oxygen demand (BOD)
(annual per 1,000 lbs.) and $2,076.43 for suspended solids (SS) (annual per 1,000 lbs.). Capacity/connection fees
are collected at the time a building permit is granted.
Impact Mitigation Fees. Impact mitigation fees are one-time charges designed to recover costs associated
with the impact of contemplated future development on existing public facilities and new public facilities and
improvements required by new growth. The current impact mitigation fees were established by Resolution
No. 2001-242, adopted by the City on October 17, 2001 and effective 60 days thereafter. The current impact
mitigation fee is $544 per acre (or $108.00 per home assuming five homes per acre). Impact mitigation fees are
collected either at the time the building permit is granted or as part of the subdivision map process.
Collections. The City bills for water, wastewater, solid waste and electricity on the same bill. The City has
not experienced uncollected wastewater service charge delinquencies exceeding 2% of its annual revenue over the
last five Fiscal Years (1998-99 through 2002-03). If a bill is unpaid, the City will terminate electric service to a
customer within 90 days of nonpayment after 48 hours notice.
Comparison of Monthly Wastewater Service Charges of Selected Agencies. A comparison of
wastewater service charges of selected agencies located in San Joaquin County is set forth below.
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LAI 562884v5 39170/30020
Comparison of Monthly Wastewater Service Charges
(as of April 2004)")
Service
Agency Charge (2)
City of Escalon
$11.32
Lockeford Community Services District
11.80
City of Ripon
13.82
Woodbridge Sanitary District
14.70
City of Stockton
18.80
Linden CWD
19.70
City of Lodi
20.27
City of Tracy
22.25
City of Lathrop
22.65
City of Manteca
23.48
Country Club Sanitary District
25.30
") Except the City which reflects increased rates effective May 1, 2004.
(2) For all agencies other than the City, based upon flat monthly rate charged to all single family residential customers. Rate for
City reflects rate for three bedroom single family residence.
Source: City of Lodi.
Outstanding Wastewater System Obligations
As of May 1, 2004, the City had outstanding $9,390,000 principal amount of the 1991 Installment
Payments relating to its 1991 Certificates and $5,000,000 principal amount of the 2003 Installment Payments
relating to the 2003 CSCDA Bonds. The 1991 Installment Payments and the 2003 Installments Payments are
payable by the City from System Net Revenues on a parity with the Installment Payments relating to the 2004
Certificates. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2004 CERTIFICATES—Outstanding
Parity Obligations" herein. The annual service debt for the 1991 Installment Payments and the 2003 Installment
Payments ranges from a high of $1,190,203 in 2005 to a low $784,705 in 2026, with a final maturity in 2026.
Planned Capital Improvements
The City anticipates capital improvements to the System will aggregate approximately $42.2 million over
the next five Fiscal Years 2003-04 through 2007-08. Planned capital improvements to the System include, but are
not limited to, capital improvements at the White Slough Facility (including the 2004 Project being financed with
the proceeds of the 2004 Certificates) and related treatment facilities and the replacement of collection system pipes
and appurtenances (including the phase three improvements described under "THE 2004 PROJECT AND THE
SYSTEM CAPITAL PLAN" herein). The City also plans to finance these costs through a combination of operating
revenues and future borrowing. The City will undertake additional projects to be financed from impact mitigation
fees to the extent growth requires and such impact mitigation fees are received. See also "LITIGATION" herein for
additional information regarding certain environmental cleanup costs the City may incur.
Financial Information
Investment Policy. The System Revenue Fund, into which all revenues of the System are initially
deposited, and the Debt Service Fund, from which the 2004 Certificates are to be paid, are required to be invested in
certain Authorized Investments. See "APPENDIX D – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS"
herein. All funds of the City, however, are invested by the City in accordance with the investment guidelines of the
California Government Code (Sections 53601 and 53635) and the City's Investment Policy, which is presented
annually to the City Council for approval. Pursuant to the Investment Policy, the City strives to maintain a level of
investment of all idle funds, less required reserves, as near 100% as possible, through daily and projected cash flow
18
LAI 562884v5 39170/30020
determinations. The City's cash management system is designed to monitor and forecast expenditures and revenue
accurately in order to enable the City to invest funds to the fullest extent possible.
Idle cash management and investment transactions are the responsibility of the Finance Director/City
Treasurer. The Investment Policy, as adopted by the City Council on October 1, 2003, permits investment in the
following: U.S. Treasury obligations (bills, notes and bonds); U.S. Government Agency securities and
instrumentalities; bankers acceptances; certificates of deposit; negotiable certificates of deposit; commercial paper;
California State Local Agency Investment Fund; passbook deposits; mutual funds; and medium term notes. The
Investment Policy provides that safety is given the highest priority, followed by liquidity and yield. Investments are
selected to achieve a "market average" rate of return, or the annual rate of return on the one-year U.S. Treasury Bill.
The Investment Policy may be changed at any time at the discretion of the City Council (subject to the
State of California law provisions relating to authorized investments) and as the California Government Code is
amended. There can be no assurance, therefore, that the State of California law and/or the Investment Policy will
not be amended in the future to allow for investments which are currently not permitted under such State law or the
Investment Policy, or that the objectives of the City with respect to investments will not change. All investments,
including the Authorized Investments and those authorized by law from time to time for investments by public
agencies, contain a certain degree of risk. Such risks include, but are not limited to, a lower rate of return than
expected and loss or delayed receipt of principal. The occurrence of these events with respect to amounts held under
the Trust Agreement and the Installment Purchase Agreement, or other amounts held by the City, could have a
material adverse effect on the City's finances.
Financial Statements. Excerpts of the audited General Purpose Financial Statements of the City relating to
the System, as of June 30, 2003, are included in Appendix B to this Official Statement. A complete copy of the
City's Comprehensive Annual Financial Report may be obtained from the City. The Installment Payments are
special obligations of the City payable solely from the System Net Revenues. The General Purpose Financial
Statements, including the excerpts contained in Appendix B, have been audited by Macias, Gini & Company LLP,
Sacramento, California, independent accountants (the "Independent Accountants") as stated in their report appearing
in Appendix B. No review or investigation with respect to subsequent events has been undertaken in connection with
such General Purpose Financial Statements by the Independent Accountants.
Historic Operating Results. The following table is a summary of operating results of the System for the
five Fiscal Years ending June 30, 1999 through 2003. These results have been derived from the Financial
Statements but exclude certain non-cash items and include certain other adjustments, and are qualified in their
entirety by reference to such statements, including the notes thereto. The Independent Accountants have not
reviewed or audited the summary operating results or any other portion of this Official Statement.
The following table also sets forth debt service coverage ratios with respect to the City's outstanding Parity
Obligations. Such coverage ratios have been computed in accordance with the requirements of the Installment
Purchase Agreement. Such coverage calculation differs in certain respects from the requirements of the instruments
authorizing the outstanding 1991 Certificates and the 2003 CSCDA Bonds.
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City of Lodi
Wastewater System
Summary of Historic Operating Results
Fiscal Years 1998-99 through 2002-03
Operating RevenuesM
Charges for Services
Capacity/Connection Fees
Interest Income
Rent(3)
Total Operating Revenues
Operating Expenses (4)
System Net Revenues
Parity Debt Service
1991 Installment Payments
2003 Installment Payments
Total Parity Debt Service
Debt Service Coverage (5)
Net Revenues after Debt Service
Plus: Non -Operating Revenues (Expenses)(6)
Less: General Fund Transfer (7)
Revenues Available for Capital/Other Purposes
1998-99
1999-00
2000-01
2001-02
2002-03
$3,047,732
$3,060,247
$3,121,526
$4,149,341
$5,451,455(2)
887,274
926,374
1,715,357
735,171
1,394,287
260,999
125,313
171,097
53,752
64,042
217,010
155,543
137,396
174,674
237,749
4,413,015
4,267,477
5,145,376
$5,112,938
$7,147,533
2,167,950
2,356,931
3,561,434
3,868,306
$3,883,467
2,245,065
1,910,546
1,583,942
1,244,632
$3,264,066
$ 803,624 $ 810,900 $ 807,420
$ 803,624 $ 810,900 $ 807,420
2.79x 2.36x 1.96x
1,441,441
201,236
(789,212)
853,465
1,099,646
186,980
(790,000)
496,626
776,522
134,504
(774,950)
136,076
$ 803,495
$ 803,495
1.55x
441,137
260,796
(939,410)
(237,477)
$ 803,960
$ SU3,96U
4.06x
$2,460,106
369,423
(496,647)
$2,332,882
M Excludes impact mitigation fees and certain other one-time fees. Includes septic dumping charges.
(2) Reflects additional revenues from increases in rates, including an increase of 35% in rates implemented in two increments,
effective January 2002 and July 2002, approved on October 3, 2001.
(3) Represents revenues from lease of agricultural land at the White Slough Facility.
(4) Excludes amounts transferred to City General Fund for in lieu of taxes. Excludes depreciation, capital expenditures and debt
service.
(5) System Net Revenues divided by Total Parity Debt Service.
(6) Includes impact mitigation fees received from developers.
(7) General Fund Transfer in lieu of taxes equal to 20% of operating revenues in Fiscal Years 1998-99 through 2001-02, and
12% of operating revenues in Fiscal Year 2002-03. See "Transfers to the General Fund of the City of Lodi" below.
(8) A portion of the System revenue requirements for Fiscal Year 2001-02 were funded from reserves.
Source: City of Lodi.
Management's Discussion of Operating Results. Financially, the City operates the wastewater utility as a
separate enterprise activity within the City government. This structure is essentially the same as for its water and
electric utility enterprises. Functionally, the wastewater utility is operated jointly with the water utility by the
Water/Wastewater Division within the Department of Public Works. This arrangement is designed by the City to
provide for improved efficiency in cross training and utilization of staff and in the purchase and use of equipment
and facilities.
The City Council has recognized the need to raise wastewater service charges and other fees as required to
provide not only for adequate operations and maintenance resources, but also at levels necessary to fund an ongoing
capital infrastructure replacement program. In 2001, the City Council approved a significant rate increase to be
implemented in two stages in 2001 and 2002. The increases were specifically approved for implementation of a
major collection system replacement program and per City Council direction, the wastewater utility bills show a
separate charge for "infrastructure replacement". Similarly, the rate increases adopted in connection with the 2004
Project are being implemented in stages. See "Wastewater Rates and Charges" above.
In 2001, the City completed a Wastewater Treatment Master Plan, which was initiated in 1999. The plan
encompassed the then newly adopted 2000 State discharge permit and identified a number of options to meet the
20
LAI 562884v5 39170/30020
permit requirements, and, considered likely future requirements. The result is that the City has uplanned and
undertaken the improvements to the White Slough Wastewater Treatment Facility as described under "THE 2004
PROJECT AND THE SYSTEM CAPITAL PLAN" herein.
Projected Operating Results and Debt Service Coverage. The City's estimated projected operating results
for the System for the Fiscal Years ending June 30, 2004 through 2008 are set forth below, reflecting certain
significant assumptions concerning future events and circumstances. The financial forecast represents the City's
estimate of projected financial results based upon its judgment of the probable occurrence of future events. The
assumptions set forth in part in the footnotes to the chart set forth below are material in the development of the
City's financial projections, and variations in the assumptions may produce substantially different financial results.
Actual operating results achieved during the projection period may vary from those presented in the forecast and
such variations may be material.
The following table also sets forth debt service coverage ratios with respect to existing and anticipated
Parity Debt. Such coverage ratios have been computed in accordance with the requirements of the Installment
Purchase Agreement. Such coverage calculation differs in certain respects from the requirements of the instruments
authorizing the outstanding 1991 Certificates and the 2003 CSCDA Bonds.
21
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City of Lodi
Wastewater System
Projected Operating Results
Fiscal Years 2003-04 through 2007-08
Excludes impact mitigation fees and certain other one-time fees. Includes septic cleaning charges. Assumes a general
growth rate of 1.0% per annum.
(2) Reflects approved rate increases effective May 1, 2004 and July 1, 2005. Also assumes City implements annual increase
reflecting increases in the Consumer Price Index assumed to be 3% annually. See "Wastewater Rates and Charges" above.
(3) Assumes annual interest return of approximately 2.5% per annum.
(4) Represents revenues from lease of agricultural land at the White Slough Facility.
(5) Excludes depreciation, capital expenditures and debt service. Assumes a 3.0% annual escalation in Operating Expenses
generally, with a 3.25% annual escalation in labor and insurance costs and a 5.0% annual escalation in power costs.
(6) Assumes $24,545,000 principal amount of 2004 Certificates at an average interest rate of 4.76%.
(7) Assumes a future borrowing in 2006 of approximately $22,165,000 principal amount at an average interest rate of 5.76°/x.
(8) System Net Revenues divided by Total Parity Debt Service.
(9) General Fund Transfer in lieu of taxes assumed to be 12% of operating revenues in 2003-04 and 2004-05, 11% in 2005-06
and 9% thereafter.
Source: City of Lodi.
Transfers to the General Fund of the City of Lodi. Pursuant to budget policy adopted by the City Council,
the System transfers to the Lodi General Fund a payment in -lieu of taxes in each Fiscal Year. For Fiscal Years
1998-99 through 2001-02, the transfer was 20% of operating revenues of the System for the immediately preceding
Fiscal Year. For the Fiscal Years 2002-03 through 2004-05, the transfer was reduced to 12% of the operating
revenues of the System for the immediately preceding Fiscal Year.
CONTINUING DISCLOSURE
The City will covenant pursuant to a Continuing Disclosure Agreement, between the City and the Trustee,
to provide certain financial information and operating data relating to the City and the System by not later than six
months following the end of the City's Fiscal Year, which Fiscal Year presently ends June 30 (the "Annual
Report"), commencing with the Annual Report for the 2003-04 Fiscal Year, and to provide notices of the occurrence
of certain enumerated events, if material, under federal securities law. The Annual Report will be filed by the City
22
LAI 562884v5 39170/30020
2003-04
2004-05
2005-06
2006-07
2007-08
Operating RevenuesM
Charges for Services (2)
$6,332,378
$7,615,375
$9,617,692
$10,008,732
$10,415,706
Capacity/Connection Fees
777,000
1,139,403
1,150,797
1,162,305
1,173,928
Interest Income (3)
59,029
158,075
164,207
119,851
127,617
Rent (4)
205,645
205,645
207,701
209,778
211,876
Total Operating Revenues
$7,374,052
$9,118,498
$11,140,398
$11,500,667
$11,929,128
Operating Expenses (5)
4,200,021
4,387,471
4,807,444
4,974,812
5,148,262
System Net Revenues
$3,174,031
$4,731,027
$6,332,954
$6,525,856
$6,780,866
Parity Debt Service
1991 Installment Payments
$ 808,488
$ 807,055
$ 804,798
$ 806,530
$ 807,063
2003 Installment Payments
88,888
383,148
379,448
380,698
381,848
2004 Installment Payments (6)
—
1,025,539
1,176,525
1,151,100
1,118,900
Future Debt Service (7)
—
—
—
1,377,171
1,377,171
Total Parity Debt Service
897,375
2,215,741
2,360,770
3,715,499
3,684,981
Debt Service Coverage(8)
3.54x
2.14x
2.68x
1.76x
1.84x
Net Revenues after Debt Service
$2,276,656
$2,515,284
$3,972,184
$2,810,357
$3,095,885
Plus: Non-operating Revenues (Expenses)
207,000
220,000
220,000
220,000
220,000
Less: General Fund Transfer(9)
(755,040)
(759,885)
(837,691)
(865,592)
(900,786)
Revenues Available for Capital/Other Purposes
$1,728,816
$1,975,401
$3,354,493
$2,164,765
$2,415,099
Excludes impact mitigation fees and certain other one-time fees. Includes septic cleaning charges. Assumes a general
growth rate of 1.0% per annum.
(2) Reflects approved rate increases effective May 1, 2004 and July 1, 2005. Also assumes City implements annual increase
reflecting increases in the Consumer Price Index assumed to be 3% annually. See "Wastewater Rates and Charges" above.
(3) Assumes annual interest return of approximately 2.5% per annum.
(4) Represents revenues from lease of agricultural land at the White Slough Facility.
(5) Excludes depreciation, capital expenditures and debt service. Assumes a 3.0% annual escalation in Operating Expenses
generally, with a 3.25% annual escalation in labor and insurance costs and a 5.0% annual escalation in power costs.
(6) Assumes $24,545,000 principal amount of 2004 Certificates at an average interest rate of 4.76%.
(7) Assumes a future borrowing in 2006 of approximately $22,165,000 principal amount at an average interest rate of 5.76°/x.
(8) System Net Revenues divided by Total Parity Debt Service.
(9) General Fund Transfer in lieu of taxes assumed to be 12% of operating revenues in 2003-04 and 2004-05, 11% in 2005-06
and 9% thereafter.
Source: City of Lodi.
Transfers to the General Fund of the City of Lodi. Pursuant to budget policy adopted by the City Council,
the System transfers to the Lodi General Fund a payment in -lieu of taxes in each Fiscal Year. For Fiscal Years
1998-99 through 2001-02, the transfer was 20% of operating revenues of the System for the immediately preceding
Fiscal Year. For the Fiscal Years 2002-03 through 2004-05, the transfer was reduced to 12% of the operating
revenues of the System for the immediately preceding Fiscal Year.
CONTINUING DISCLOSURE
The City will covenant pursuant to a Continuing Disclosure Agreement, between the City and the Trustee,
to provide certain financial information and operating data relating to the City and the System by not later than six
months following the end of the City's Fiscal Year, which Fiscal Year presently ends June 30 (the "Annual
Report"), commencing with the Annual Report for the 2003-04 Fiscal Year, and to provide notices of the occurrence
of certain enumerated events, if material, under federal securities law. The Annual Report will be filed by the City
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with each nationally recognized municipal securities information repository and with the appropriate State
repository, if any (collectively, the "Repositories"). The notices of material events will be filed by the City with the
Municipal Securities Rulemaking Board and the Repositories. The specific nature of the information to be
contained in the Annual Report and the notices of material events are set forth in "APPENDIX E — PROPOSED
FORM OF CONTINUING DISCLOSURE AGREEMENT" herein. These covenants have been made to assist the
Underwriter in complying with Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). As of the
date hereof, the City has never failed to comply in any material respect with any previous undertakings with regard
to the provision of annual reports or material events notices as required by the Rule.
THE CORPORATION
The Corporation was incorporated under the Nonprofit Public Benefit Corporation Law of the State of
California. The Corporation was organized as a nonprofit corporation for the purpose, among others, of assisting the
City in the acquisition, construction and financing of public improvements which are of public benefit to the City.
Members of the Lodi City Council serve on the Board of Directors of the Corporation.
CONSTITUTIONAL LIMITATIONS ON TAXES AND APPROPRIATIONS
California Constitution Articles XIIIA and XIIIB
Article XIIIA of the California Constitution limits the taxing powers of California public agencies.
Article XIIIA provides that the maximum ad valorem tax on real property cannot exceed I% of the "full cash value"
of the property, and effectively prohibits the levying of any other ad valorem property tax except for taxes above
that level required to pay debt service on voter -approved general obligation bonds. "Full cash value" is defined as
"the County Assessor's valuation of real property as shown on the 1975-76 tax bill under `full cash value' or,
thereafter, the appraisal value of real property when purchased, newly constructed, or a change in ownership has
occurred after the 1975 assessment." The "full cash value" is subject to annual adjustment to reflect inflation at a
rate not to exceed 2% or a reduction in the consumer price index or comparable local data, or declining property
value caused by damage, destruction or other factors.
The foregoing limitation does not apply to ad valorem taxes or special assessments to pay the interest and
redemption charges on any indebtedness approved by the voters before July 1, 1978 or any bonded indebtedness for
the acquisition or improvement of real property approved by the voters as required by law.
Under Article XIIIB of the California Constitution, state and local government entities have an annual
"appropriations limit" which limits their ability to spend certain moneys called "appropriations subject to
limitation," which consist of tax revenues, certain state subventions and certain other moneys, including user
charges to the extent they exceed the costs reasonably borne by the entity in providing the service for which it is
levying the charge. The City is of the opinion that the wastewater service and user charges imposed by the City do
not exceed the costs the City reasonably bears in providing the wastewater service. In general terms, the
"appropriations limit" is to be based on certain 1978-79 expenditures, and is to be adjusted annually to reflect
changes in the consumer price index, population, and services provided by these entities. Among other provisions
of Article XIIIB, if an entity's revenues in any year exceed the amount permitted to be spent, the excess would have
to be returned by revising tax rates or fee schedules over the subsequent two years.
California Constitution Articles XIIIC and XIIID
On November 5, 1996, the voters of the State approved Proposition 218, the so-called "Right to Vote on
Taxes Act." Proposition 218 added Articles XIIIC and XIIID to the State Constitution, which contain a number of
provisions affecting the ability of local governments to levy and collect both existing and future taxes, assessments,
fees and changes.
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Article XIIID established procedural requirements for imposition of assessments, which are defined as any
charge on real property for a special benefit conferred upon the real property. Standby charges are classified as
assessments. Procedural requirements include the conducting of a public hearing and an election by mailed ballot,
with notice to the record owner of each parcel subject to the assessment. The assessment may not be imposed if a
majority of the ballots returned oppose the assessment, with each ballot weighted according to the proportional
financial obligation of the affected parcel. The City does not currently impose standby charges or assessments for
its System.
Article XIIID conditions the imposition or increase of any "fee" or "charge" upon their being no written
majority protest after a required public hearing and, for fees and charges other than for sewer, water or refuse
collection services, voter approval. Article XIIID defines "fee" or "charge" to mean levies (other than ad valorem or
special taxes or assessments) imposed by a local government upon a parcel or upon a person as an incident of the
ownership or tenancy of real property, including a user fee or charge for a "property -related service." One of the
requirements of Article XIIID is that before a property related fee or charge may be imposed or increased, a public
hearing upon the proposed fee or charge must be held and mailed notice sent to the record owner of each identified
parcel of land upon which the fee or charge is proposed for imposition. In the public hearing if written protests of
the proposed fee or charge are presented by a majority of the owners of affected identified parcel(s), an agency may
not impose the fee or charge.
In addition to the procedural requirements of Article XIIID, under Article XIIID all property related fees
and charges, including those which were in existence prior to the passage of Proposition 218 in November 1996,
must meet the following substantive standards:
(1) Revenues derived from the fee or charge cannot exceed the funds required to provide the property -
related service.
(2) Revenues derived from the fee or charge must not be used for any purpose other than that for
which the fee or charge was imposed.
(3) The amount of a fee or charge imposed upon any parcel or person as an incident of property
ownership must not exceed the proportional cost of the service attributable to the parcel.
(4) No fee or charge may be imposed for a service unless that service is actually used by, or
immediately available to, the owner of the property in question. Fees or charges based on
potential or future use of a service are not permitted. Standby charges, whether characterized as
charges or assessments, must be classified as assessments and cannot be imposed without
compliance with Section 4 of Article XIIID (related to assessments).
(5) No fee or charge may be imposed for general governmental services including, but not limited to,
police, fire, ambulance or library services where the service is available to the public at large in
substantially the same manner as it is to property owners.
Article XIIID provides that nothing in Proposition 218 shall be construed to affect existing laws relating to
the imposition of fees or charges as a condition of property development.
The City followed the procedural requirements, including the public hearing and majority protest
provisions, of Proposition 218 in connection with its recent System rate increases. (See "THE WASTEWATER
SYSTEM—Wastewater Rates and Charges" herein). The City believes that its current wastewater charges pledged
to the payment of the Installment Payments securing the 2004 Certificates comply in all respects with the
requirements of Article XIIID and the City expects that any future wastewater charges will comply with
Article XIIID's procedural and substantive requirements to the extent applicable thereto.
Article XIIIC removes limitations on the initiative power in matters of local taxes, assessments, fees and
charges. Consequently, the voters of the City could, by future initiative, seek to repeal, reduce or prohibit the future
imposition or increase of any local tax, assessment, fee or charge. "Assessment," "fee" and "charge" are not defined
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in Article XIIIC, although the California Court of Appeal recently held in Bighorn -Desert View Water Agency v.
Beringson, 114 Cal.App.4t1i 1213 (2004), that the initiative power described in Article XIIIC applies only to local
taxes, assessments, fees and charges governed by Article XIIID. No assurance can be given that the voters of the
City will not, in the future, approve initiatives which seek to repeal, reduce or prohibit the future imposition or
increase of assessments, fees or charges, including the City's wastewater service fees and charges, which are the
source of System Net Revenues pledged to the payment of the Installment Payments. However, the City believes
that even if the wastewater rates and charges of the City are subject to the initiative power, the electorate of the City
would be precluded from reducing wastewater rates and charges in a manner adversely affecting the payment of the
Installment Payments by virtue of the "impairments clause" of the United States and California Constitution.
The interpretation and application of Proposition 218 will likely be subject to further judicial
determinations, and it is not possible at this time to predict with certainty the outcome of such determinations.
Future Initiatives
Articles XIIIA, XIIIB, XIIIC and XIIID were adopted as measures that qualified for the ballot pursuant to
California's initiative process. From time to time other initiatives could be proposed and adopted affecting the
City's revenues or ability to increase revenues.
TAX MATTERS
In the opinion of Orrick, Herrington & Sutcliffe LLP ("Special Counsel"), 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, the interest installments of the Installment Payments paid by
the City under the Installment Purchase Agreement and received by the Owners of the 2004 Certificates are
excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of
1986 (the "Code") and are exempt from State of California personal income taxes. Special Counsel is of the further
opinion that such interest installments of the Installment Payments are not specific preference items for purposes of
the federal individual or corporate alternative minimum taxes, although Special Counsel observes that such interest
is included in adjusted current earnings when calculating corporate alternative minimum taxable income. A
complete copy of the proposed form of opinion of Special Counsel is set forth in Appendix F hereto.
To the extent the issue price of any maturity of the 2004 Certificates is less than the amount to be paid at
maturity of such 2004 Certificates (excluding amounts stated to be interest and payable at least annually over the
term of such 2004 Certificates), the difference constitutes "original issue discount," the accrual of which, to the
extent properly allocable to each Owner thereof, is treated as interest with respect to the 2004 Certificates which is
excluded from gross income for federal income tax purposes and State of California personal income taxes. For this
purpose, the issue price of a particular maturity of the 2004 Certificates is the first price at which a substantial
amount of such maturity of the 2004 Certificates is sold to the public (excluding bond houses, brokers, or similar
persons or organizations acting in capacity of underwriters, placement agents or wholesalers). The original issue
discount with respect to any maturity of the 2004 Certificates accrues daily over the term to maturity of such 2004
Certificates on the basis of constant interest rate compounded semiannually (with straight-line interpolations
between compounding dates). The accruing original issue discount is added to the adjusted basis of such 2004
Certificates to determine taxable gain or loss upon disposition (including sale, prepayment, or payment at maturity)
of such 2004 Certificates. Owners of the 2004 Certificates should consult their own tax advisors with respect to the
tax consequences of ownership of 2004 Certificates with original issue discount, including the treatment of Owners
who do not purchase such 2004 Certificates in the original offering to the public at the first price at which a
substantial amount of such 2004 Certificates is sold to the public.
2004 Certificates purchased, whether at original issuance or otherwise, for an amount higher than their
principal amount payable at maturity (or, in some cases, at their earlier call date) ("Premium Certificates") will be
treated as having amortizable premium. No deduction is allowable for the amortizable premium in the case of
obligations, like the Premium Certificates, the interest evidenced by which is excluded from gross income for
federal income tax purposes. However, the amount of tax-exempt interest received, and an Owner basis in a
Premium Certificate, will be reduced by the amount of amortizable premium properly allocable to such Owner.
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Owners of Premium Certificates should consult their own tax advisors with respect to the proper treatment of
amortizable premium in their particular circumstances.
The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross
income for federal income tax purposes of interest evidenced by obligations such as the 2004 Certificates. The City
has made certain representations and covenanted to comply with certain restrictions, conditions and requirements
designed to ensure that the interest installments of the Installment Payments paid by the City under the Installment
Purchase Agreement and received by the Owners of the 2004 Certificates will not be included in federal gross
income. Inaccuracy of these representations or failure to comply with these covenants may result in the interest
evidenced by the 2004 Certificates being included in gross income for federal income tax purposes, possibly from
the date of original execution and delivery of the 2004 Certificates. The opinion of Special Counsel assumes the
accuracy of these representations and compliance with these covenants. Special Counsel has not undertaken to
determine (or to inform any person) whether any actions taken (or not taken), or events occurring (or not occurring),
or any other matters coming to Special Counsel's attention after the date of execution and delivery of the 2004
Certificates may adversely affect the value of, or the tax status of interest evidenced by, the 2004 Certificates.
Certain requirements and procedures contained or referred to in the Installment Purchase Agreement, the
Trust Agreement, the Tax Certificate, and other relevant documents may be changed and certain actions (including,
without limitation, defeasance of the 2004 Certificates) may be taken or omitted under the circumstances and subject
to the terms and conditions set forth in such documents. Special Counsel expresses no opinion as to any 2004
Certificate or the interest installment of any Installment Payment if any such change occurs or action is taken or
omitted upon the advice or approval of special counsel other than Orrick, Herrington & Sutcliffe LLP.
Although Special Counsel is of the opinion that the interest installments of the Installment Payments paid
by the City under the Installment Purchase Agreement and received by the Owners of the 2004 Certificates are
excluded from gross income for federal income tax purposes and are exempt from State of California personal
income taxes, the ownership or disposition of, or the accrual or receipt of the interest with respect to, the 2004
Certificates may otherwise affect an Owner's federal, state or local tax liability. The nature and extent of these other
tax consequences depend upon the particular tax status of the Owner or the Owner's other items of income or
deduction. Special Counsel expresses no opinion regarding any such other tax consequences.
Future legislation, if enacted into law, or clarification of the Code may cause interest evidenced by the 2004
Certificates to be subject, directly or indirectly, to federal income taxation, or otherwise prevent Owners from
realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such future
legislation or clarification of the Code may also affect the market price for, or the marketability of, the 2004
Certificates. Prospective purchasers of the 2004 Certificates should consult their own tax advisers regarding any
pending or proposed federal tax legislation, as to which Special Counsel expresses no opinion.
The opinion of Special Counsel is based on current legal authority, covers certain matters not directly
addressed by such authorities, and represents Special Counsel's judgment as to the proper treatment of the 2004
Certificates for federal income tax purposes. It is not binding on the Internal Revenue Service ("IRS") or the courts.
Furthermore, Special Counsel cannot give and has not given any opinion or assurance about the future activities of
the City, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or
the enforcement thereof by the IRS. The City has covenanted, however, to comply with the requirements of the
Code.
Special Counsel's engagement with respect to the 2004 Certificates ends with the execution and delivery of
the 2004 Certificates, and, unless separately engaged, Special Counsel is not obligated to defend the City or the
Owners regarding the tax-exempt status of the 2004 Certificates in the event of an audit examination by the IRS.
Under current procedures, parties other than the City and its appointed counsel, including the Owners, would have
little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in
connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS
positions with which the City legitimately disagrees, may not be practicable. Any action of the IRS, including but
not limited to selection of the 2004 Certificates for audit, or the course or result of such audit, or an audit of
obligations presenting similar tax issues may affect the market price for, or the marketability of, the 2004
Certificates, and may cause the City or the Owners to incur significant expense.
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LITIGATION
The City primarily relies upon groundwater for providing potable water to its residents. The City, at some
of its wellheads, filters water to remove the contaminant dibromochloropropane ("DBCP") prior to delivery of water
into the City's water system. The City first detected the chemicals Tetrachloroethylene ("PCE" or "PERC") and
Trichloroethylene ("TCE") in 1989. It appears that this contamination was caused by releases into the environment
over many decades by dozens of drycleaners and other businesses in the City. In 1996, the City entered into
negotiations with the California Environmental Protection Agency's Department of Toxic Substances Control
("DTSC") to clarify their mutual roles and responsibilities for responding to the contamination. Those negotiations
culminated on May 6, 1997 when the City and DTSC entered into a Comprehensive Joint Cooperative Agreement
(the "Cooperative Agreement"). Under the Cooperative Agreement, the City was designated as the lead
enforcement entity for the City site as defined in the Cooperative Agreement and was charged with the
responsibility, in cooperation with DTSC, to diligently prosecute appropriate environmental enforcement actions
against responsible parties to compel them to investigate and remediate the contamination in order to protect the
City's groundwater supply. Subsequent to the execution of the Cooperative Agreement, the City enacted the
comprehensive Municipal Environmental Response & Liability Ordinance ("MERLO") to support the City's lead
enforcement role.
To that end, the City filed several enforcement actions. One, entitled "The People of the State of
California and the City of Lodi v. M&P Investments, et. al. was filed on November 2, 2000 and seeks the abatement
of a public nuisance and a nuisance per se and recovery of the City's cost of responding to that nuisance. This case
was filed in the U.S. District Court for the Eastern District of California and has been assigned the Case No. Civs-
00-2441 FCD JFM. The City has been prosecuting this action since the filing. Various counterclaims and cross-
claims have been filed including some claims against the City for its alleged contribution to the contamination.
There is no trial date set as of this time. The parties are pursuing mediation in an effort to reach a compromise
settlement.
Since the City's enforcement actions were filed, several events and judicial decisions have impacted the
City's initial litigation strategy. First, the City's authority to serve as lead enforcement agency under the
Cooperative Agreement and MERLO have been judicially questioned in separate actions filed by insurance
companies for certain of the defendants in the above referenced matter. In one of these matters, the City suffered an
adverse judgement and the court ordered the City to pay damages of approximately $400,000 and attorney's fees.
The City is appealing this decision. In another matter, the City received a favorable judgment and an award of
attorney's fees of approximately $471,000. This matter is also being appealed. In addition, it has been judicially
determined that the City itself is a potentially responsible party for the contamination due to the alleged release of
certain of the contamination sources into the City's groundwater by the City's Wastewater System. As such, the
City may be exposed to liability for the clean-up as more fully described below.
The ultimate liability is shared among the potentially responsible parties. The City expects that since the
majority of the allegations against it involve claims of nonfeasance, rather than malfeasance (i.e. the City did not
actively pollute, it is only alleged to have not prevented the polluters from discharging the contamination into the
City sewers) that the City will bear a proportionately smaller amount of the liability. In the event that any
potentially responsible parties have inadequate assets to cover their assigned share, those liabilities may be re-
allocated among the remaining parties. Moreover, the City has insurance assets which exceed $100,000,000. Such
insurance only covers liabilities caused by sudden and accidental pollution claims. An action is currently pending in
the Superior Court for the City and County of San Francisco among the City and its insurers whereby said insurers
are seeking a declaration that their policies do not provide coverage for environmental contamination. This action
has been stayed pending resolution of the environmental claims against the City. In addition, DTSC and the Central
Valley Regional Water Quality Control Board have released draft orders that require the City and the alleged
responsible parties to jointly investigate and remediate contamination within the City. Both public agencies have
expressed willingness to remain flexible in their requirements to allow the City and the potentially responsible
parties to pursue funding and allocation of responsibility through the mediation process.
Due to the complexities of this litigation, and the uncertainties regarding the total clean up costs and
potential recoveries from responsible parties, it is difficult for the City to estimate its ultimate financial exposure.
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The scope of the environmental problem is not yet fully characterized. It currently appears that there are five
different areas of contamination. The most severe area of contamination is the Central Plume. Current estimates of
the cost of cleanup of that plume are approximately $20 million. The remaining sites are each expectged to cost
considerably less, although they have yet been adequately characterized.
To finance its environmental abatement litigation program (the "Program"), the City and the Lodi Public
Improvement Corporation (the "Corporation") entered into a financing arrangement with Lehman Brothers Inc.
("Lehman") in June 2000 entitled the Lodi Financing Corporation Environmental Abatement Program Variable Rate
Certificates of Participation ("COPs"). Under these financing documents (the "Financing Documents"), Lehman has
invested in the City's environmental abatement litigation program (the "Program"), and as security for repayment of
the COPS, the City granted to Lehman a first lien on all revenues received under the Program (the "Program
Receipts"). Lehman has advanced $15,625,000, which is repayable with interest accruing at the rate of "LIBOR"
plus 20% per annum, adjusted quarterly and compounded annually.
If the City recovers money from other responsible parties or from insurers that is declared to be Program
Receipts, the Financing Documents state that the City must repay to Lehman the outstanding principal and interest
from the Program Receipts. Lehman recently contended that the City, by responding to an order in Case No. Civs-
00-2441 FCD JFM to provide information to the Court regarding Lehman's role in the action, breached its
obligations under the Financing Documents and that, pursuant to the terms of the Financing Documents, Lehman
has full recourse to all City assets. The City denies and disputes this contention. The City's maximum exposure
would be for the principal and interest set forth above plus (1) whatever interest will accrue between now and
resolution of the dispute and (2) whatever litigation costs and attorneys fees may be awarded to Lehman. As a result
of this dispute with Lehman, the City and the Corporation filed an action for declaratory relief against Lehman and
the trustee under the Financing Documents in the United States District Court for the Eastern District of California.
Soon thereafter, Lehman filed an action against the City and the Corporation in San Joaquin County Superior Court
alleging, among other things, breach of contract and fraud by the City under the Financing Documents.
The City is also in a dispute with its former outside counsel, Envision Law Group ("Envision"), for the City
of Lodi v. M&P Investments, et. al. litigation. Envision contends that the City owes it $6.8 million dollars in
accrued but unpaid legal fees. Envision has also issued invoices for the last several months of its services in excess
of $1.5 million. These invoices are subject to a process for reimbursement by one of the City's insurance carriers.
That process has been put on hold while the City audits Envision's invoices. The City has been unable to confirm
these amounts. The representation contract does call for Envision to accrue (without billing) some amount of fees.
However, those accrued but unpaid fees are contractually contingent upon the outcome of the litigation. The City is
assessing its obligations, if any, at this time. Even if it is determined that the City owes these fees, a portion of that
obligation may be met by one of the City's insurance carriers, which have to date paid some of the firm's fees
pursuant to its duty to defend. However, the reimbursable fees only amount to those dollars spent defending the
City from cross-claims, not those fees incurred in pursuing the City's claims. The City has been unable to ascertain
at this time what portion of the claim is attributable to its insurance carrier. The City has retained an outside law
firm to assess the bills in question. The ultimate liability of this matter cannot be determined at this time.
To the knowledge of the City, there is no controversy or litigation of any nature now pending or threatened
restraining or enjoining the execution and delivery of the 2004 Certificates or in any way contesting or affecting the
validity of the 2004 Certificates or any proceedings of the City or the Corporation taken with respect to the
execution and delivery thereof.
APPROVAL OF LEGALITY
The execution and delivery of the 2004 Certificates is subject to the approving opinion of Orrick,
Herrington & Sutcliffe LLP, Los Angeles, California, Special Counsel, substantially in the form set forth as
Appendix F. Special Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official
Statement. Certain legal matters will be passed upon for the Underwriter by Sidley Austin Brown & Wood LLP, Los
Angeles, California, and for the City by the Interim City Attorney of the City.
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RATINGS
Standard & Poor's Ratings Group ("S&P"), and Fitch Ratings ("Fitch") are expected to assign the 2004
Certificates the long-term ratings of " " and " " respectively[, upon the delivery by the Insurer of a
policy insuring the payment of the principal and interest evidenced by the 2004 Certificates when due]. The ratings
reflect only the respective views of the rating agencies, and any explanation of the significance of such ratings may
be obtained only from such rating agencies as follows: Standard & Poor's, 55 Water Street, 38t' Floor, New York,
New York 10041; and Fitch Ratings, One State Street Plaza, New York, New York 10004. The City [and the
Insurer] furnished to the rating agencies certain information and materials concerning the 2004 Certificates and
themselves. Generally, rating agencies base their ratings on information and materials furnished to them and on
investigations, studies and assumptions by the rating agencies. There is no assurance that the ratings will remain in
effect for any given period of time or that they will not be revised downward or withdrawn entirely by such rating
agencies, or either of them, if, in their respective judgments, circumstances so warrant. The City undertakes no
responsibility to oppose any such revisions or withdrawal. Any downward revision or withdrawal of any rating may
have an adverse effect on the market price of the 2004 Certificates.
FINANCIAL ADVISOR
Public Financial Management Inc. (the "Financial Advisor") has assisted the City with various matters
relating to the planning, structuring and delivery of the 2004 Certificates. The Financial Advisor is a financial
advisory firm and is not engaged in the business of underwriting or distributing municipal securities or other public
securities. The Financial Advisor assumes no responsibility for the accuracy, completeness or fairness of this
Official Statement. The Financial Advisor will receive compensation from the City contingent upon the sale and
delivery of the 2004 Certificates.
UNDERWRITING
The Underwriter has agreed, subject to certain conditions, to purchase the 2004 Certificates at a price of
$ (representing the aggregate principal amount of the 2004 Certificates plus $ original issue
premium and less $ Underwriter's discount). The Purchase Contract for the 2004 Certificates provides
that the Underwriter will purchase all the 2004 Certificates, if any are purchased. The 2004 Certificates may be
offered and sold by the Underwriter to certain dealers and others at prices lower than the public offering price stated
on the inside cover page of this Official Statement, and such public offering price may be changed, from time to
time, by the Underwriter.
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EXECUTION AND DELIVERY
The execution and delivery of this Official Statement has been duly authorized by the City.
CITY OF LODI, CALIFORNIA
M
City Manager
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APPENDIX A
THE CITY OF LODI
The 2004 Certificates are not secured by the faith and credit or the taxing power of the City. The economic
and financial data regarding the City of Lodi and the County of San Joaquin set forth in this section are included for
information purposes only, to give a more complete description of the service area of the City's System.
General
The City of Lodi, California ("Lodi" or the "City") was incorporated as a General Law City on
December 6, 1906. The City is located in the San Joaquin Valley between Stockton, 2 miles to the south, and
Sacramento, 35 miles to the north, and adjacent to U.S. Highway 99. The City is located on the main line of the
Southern Pacific Railroad and is within five miles of Interstate 5. The City population is 60,500 (as of January 1,
2003) and is contained in an area of approximately 12 square miles. The City has grown steadily since
incorporation in 1906 and is projected to grow to 70,500 people by the year 2007. The City's growth is provided for
in both the general plan and the City's growth control ordinance that allows an increase in population of 2% per year
until the growth limits are reached.
The City provides a wide range of municipal services, including public safety (police, fire and graffiti
abatement), public utilities services (electric, water and sewer), transportation services (streets, flood control and
transit), leisure, cultural and social services (parks and recreation, library, and community center), and general
government services (management, human resources administration, financial administration, building maintenance
and equipment maintenance).
The City has a strong and broad based agricultural industry with national and industrial markets for its
commodities and products. Wines, processed foods, nuts, fruit and milk are major commodities of the Lodi area and
provide the basic material for food processing and packaging. These commodities support the operations of General
Mills, Guild Winery and Pacific Coast Producers, among other companies in the business of processing local
agricultural commodities.
In addition, the City has a wide range of small, financially sound businesses. These companies range in
size from 10 to 150 employees and produce a wide variety of products, services and commodities.
Recently, there has been an increase in industrial and residential development within the City. This new
development, combined with the growing strength of the wine/grape industry, is a positive economic indicator for
the City. Recently, several industries moved to the City. These industries collectively have created 850 new jobs.
Municipal Government
City Council All powers of the City are vested in the City Council which is empowered to perform all
duties of and obligations of the City as imposed by State law. The City has a five -member City Council comprised
of members elected at large. Each council member is elected for four years with staggering terms.
Biographies of the members of the City Council are set forth below:
LARRY D. HANSEN, MAYOR, was elected to the Lodi City Council in November 2002. Mr. Hansen is a
United States Navy veteran and obtained his Master of Public Administration degree in 1993 from California State
University, Stanislaus. He is also a graduate of the FBI National Academy and the California Command College and
holds a lifetime vocational teaching credential. Mr. Hansen has had a 30 -year career with the City of Lodi Police
Department. He was hired as a police officer in 1970 and was appointed as the Chief of Police in May 1993, from
which he retired in July 2000. In his tenure as Chief, the crime rate was reduced to its lowest level in a decade and
many programs were implemented that saved the City time and money.
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JOHN BECKMAN, MAYOR PRO TEMPORE, was elected to the Lodi City Council in November 2002.
Mr. Beckman received his Juris Doctor and teaches at Humphrey's School of Law. In addition, Mr. Beckman served
as the legislative liaison for former Assembly Member, Anthony Pescetti, and managed the assemblyman's Lodi
headquarters. His responsibility as the liaison was to ensure the needs and concerns of the City's citizens were heard
and addressed. Mr. Beckman also served on the Lodi Planning Commission since June of 2000.
SUSAN HITCHCOCK, COUNCIL MEMBER, was elected to the Lodi City Council in November of 1998
and re-elected in 2002. Ms. Hitchcock received a Bachelor of Science in Business Administration from California
State University at Sacramento in 1979 and a teaching credential in 1991. She also received a Masters of Arts in
School Administration and an Administrative Services credential from University of the Pacific in 1997.
Ms. Hitchcock worked as a commercial loan officer for eight years before becoming involved in volunteer activities
and local government. She spent a year on the San Joaquin County Grand Jury and received an appointment to the
City of Lodi Planning Commission in 1982, where she served until 1995. She has been employed by the Lodi
Unified School District since 1991 and is currently the Principal of Clairmont Elementary School.
EMILY HOWARD, COUNCIL MEMBER, was elected to the Lodi City Council in November of 2000.
Mrs. Howard received a Bachelor of Arts in Sports Medicine from the University of the Pacific in 1992. In 1996,
she completed the Physical Therapist Assistant AA program at De Anza College and passed the California State
Licensing Examination. Mrs. Howard worked with Lodi Memorial Hospital for over five years, specializing in the
Rehabilitation Services Department.
KEITH LAND, COUNCIL MEMBER, was elected to the Lodi City Council in 1996 and has previously
served as Mayor and Mayor Pro Tempore of the City. He enlisted in the U.S. Air Force in 1969 and received an
honorable discharge in 1973. He received an Associate of Arts degree from Delta College in 1975 and graduated
from LUTC in 1977. Mr. Land owned and operated Land Insurance Services for 25 years in Lodi. Mr. Land serves
as Chairman of the San Joaquin County Parks and Recreation Commission, Vice Chair of the San Joaquin County
Housing Authority, Commission Member for the Local Area Formation Commission, and the Northern California
Power Agency. Mr. Land is currently employed as the Community Development Officer for Farmers and Merchants
Bank and also serves as the President for Lodi House.
Population
The following chart indicates the growth in the population of the City since 1994.
CITY OF LODI
POPULATION
For Years 1994 through 2003
Year
(as of January 1) Population
1994
53,042
1995
53,575
1996
54,432
1997
55,042
1998
55,681
1999
56,926
2000
58,600
2001
58,953
2002
59,431
2003
60,500
Source: State of California, Department of Finance.
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Employment
Employment in the City was 27,720 in 1999 and 30,230 in 2003, representing a 9.0% increase over the
five-year period. The unemployment rate ranged from 6.5% in 1999 to 7.5% in 2003. Statewide unemployment
rates were 5.2% in 1999 and 6.7% in 2003.
CITY OF LODI
EMPLOYMENT, UNEMPLOYMENT AND LABOR FORCE
Averages for each of the Calendar Years 1999-2003
Source: State of California, Employment Development Department
Major Employers
There are several manufacturing plants in the community area with a wide variety of products: cereals, food
mixes, wines, rubber products, steel framing and industrial shelving, foundry items, recreational vehicle
components, electronic substrates, and plastic piping and injection molded products. In addition, the City has a
number of small businesses located within the City. The main businesses in the City, however, are food processes
and plastics.
The largest employers in Lodi as of June 30, 2003 are as follows:
Employer
Lodi Unified School District
Lodi Memorial Hospital
General Mills
Pacific Coast Producers
City of Lodi
Valley Industries
Wal-Mart
Target
Farmers and Merchants Bank
CertainTeed
CITY OF LODI
LARGEST EMPLOYERS
Business
Education
Health Care
Cereals and Food Mixes
Can Manufacture and Cannery
Government
Trailer Hitches
Retail — General Merchant
Retail — General Merchant
Banking
PVC Pipe Manufacturer
Source: City of Lodi Community Development Department.
Building Permit Activity
Number of Employees
2,800
1,045
550
500
457
335
330
200
162
113
The following table shows the value of building permits issued in the City between 1998 and 2002.
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1999
2000
2001
2002
2003
Employment
27,720
28,680
29,140
29,770
30,230
Unemployment
1,920
1,990
2,010
2,390
2,440
Civilian Labor Force
29,640
30,670
31,150
32,160
32,670
Unemployment Rate
6.5%
6.5%
6.4%
7.4%
7.5%
State Unemployment Rate
5.2%
4.9%
5.3%
6.7%
6.7%
Source: State of California, Employment Development Department
Major Employers
There are several manufacturing plants in the community area with a wide variety of products: cereals, food
mixes, wines, rubber products, steel framing and industrial shelving, foundry items, recreational vehicle
components, electronic substrates, and plastic piping and injection molded products. In addition, the City has a
number of small businesses located within the City. The main businesses in the City, however, are food processes
and plastics.
The largest employers in Lodi as of June 30, 2003 are as follows:
Employer
Lodi Unified School District
Lodi Memorial Hospital
General Mills
Pacific Coast Producers
City of Lodi
Valley Industries
Wal-Mart
Target
Farmers and Merchants Bank
CertainTeed
CITY OF LODI
LARGEST EMPLOYERS
Business
Education
Health Care
Cereals and Food Mixes
Can Manufacture and Cannery
Government
Trailer Hitches
Retail — General Merchant
Retail — General Merchant
Banking
PVC Pipe Manufacturer
Source: City of Lodi Community Development Department.
Building Permit Activity
Number of Employees
2,800
1,045
550
500
457
335
330
200
162
113
The following table shows the value of building permits issued in the City between 1998 and 2002.
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CITY OF LODI
BUILDING PERMIT VALUATION
for Calendar Years 1998 through 2002
(1) Most recent information available.
Source: Economic Sciences Corporation (1998-2001) and Construction Industry Research Board (2002)
Taxable Sales
The following table indicates taxable transactions in the City by type of business during the calendar years
1998 through 2002.
CITY OF LODI
TAXABLE TRANSACTIONS BY TYPE OF BUSINESS
for Calendar Years 1998 through 2002(1)
(in Thousands of Dollars)
Apparel Stores
General Merchandise
Food Stores
Eating & Drinking Places
Home Furn. & Appliances
Bldg. Mat. & Farm Impl.
Auto Dlrs. & Auto Suppl.
Service Stations
Other Retail Stores
Retail Stores Total
All Other Outlets
TOTAL ALL OUTLETS
1998
1998
1999
2000
2001
2002
Residential Valuation (in thousands)
$ 4,702
$ 5,505
$ 5,489
111,930
120,952
Single Family
$37,313
$36,972
$46,499
$56,964
$63,364
Multifamily
583
1,179
308
585
346
TOTAL
$37,896
$38,151
$46,808
$57,549
$63,710
New Dwelling Units
39,369
45,722
43,680
40,757
106,531
Single Family
234
239
300
319
314
Multiple Family
6
8
2
4
2
TOTAL
240
247
302
323
316
(1) Most recent information available.
Source: Economic Sciences Corporation (1998-2001) and Construction Industry Research Board (2002)
Taxable Sales
The following table indicates taxable transactions in the City by type of business during the calendar years
1998 through 2002.
CITY OF LODI
TAXABLE TRANSACTIONS BY TYPE OF BUSINESS
for Calendar Years 1998 through 2002(1)
(in Thousands of Dollars)
Apparel Stores
General Merchandise
Food Stores
Eating & Drinking Places
Home Furn. & Appliances
Bldg. Mat. & Farm Impl.
Auto Dlrs. & Auto Suppl.
Service Stations
Other Retail Stores
Retail Stores Total
All Other Outlets
TOTAL ALL OUTLETS
1998
1999
2000
2001
2002 (2)
$ 5,020
$ 4,778
$ 4,702
$ 5,505
$ 5,489
111,930
120,952
132,747
145,383
154,920
34,344
37,328
42,600
43,871
43,690
46,316
49,803
52,952
59,716
66,043
17,319
22,254
18,055
16,674
18,911
32,424
39,369
45,722
43,680
40,757
106,531
123,667
137,830
170,010
186,065
29,203
36,491
45,675
44,260
43,248
45,689
47,022
49,862
50,456
51,587
428,856
481,664
530,145
579,555
610,710
133,453
143,207
153,314
148,850
131,556
$562,309
$624,871
$683,459
$728,405
$742,266
"I Totals may not add due to independent rounding.
(2) Most recent information available.
Source: California State Board of Equalization
Income
The following table, based on data reported in the annual publication "Survey of Buying Power" published
by Sales and Marketing Management, summarizes the total EBI and the median household EBI for the City, the
County, the State and the nation for the years 1998 through 2002.
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TOTAL EFFECTIVE BUYING INCOME
(in Thousands)
Year
City of Lodi
County of San Joaquin
State of California
United States
1998
855,257
7,245,919
551,999,317
4,621,491,730
1999
915,963
7,767,125
590,376,663
4,877,786,658
2000
928,686
8,486,929
652,190,282
5,230,824,904
2001
912,391
8,194,681
650,521,407
5,303,481,498
2002(')
922,890
8,665,983
647,879,427
5,340,682,818
Most recent information available.
Source: "Survey of Buying Power," Sales & Marketing Management.
The following table compares the median household effective buying income for the City, the County, the
State and the nation.
MEDIAN HOUSEHOLD EFFECTIVE BUYING INCOME
Year
City of Lodi
County of San Joaquin
State of California
United States
1998
32,807
32,720
37,091
35,377
1999
33,548
34,431
39,492
37,233
2000
35,391
37,496
44,464
39,129
2001
37,070
37,158
43,532
38,365
2002(')
35,315
37,577
42,484
38,035
(1) Most recent information available.
Source: "Survey of Buying Power," Sales & Marketing Management.
Agriculture
Lodi is a worldwide agricultural shipping center for the San Joaquin Valley. The surrounding prime
agricultural land is a major producer of wine grapes. The following table shows agriculture production in the
County from 1998 through 2002.
COUNTY OF SAN JOAQUIN
AGRICULTURAL PRODUCTION
1998 to 2002
1'I Most recent information available.
Source: San Joaquin Office of the Agricultural Commissioner.
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1998
1999
2000
2001
2002(')
Field Crops
$ 149,688,000
$ 140,272,000
$ 134,310,000
$ 150,516,000
$ 154,114,000
Seed Crops
9,584,000
11,668,000
7,662,000
7,778,000
7,961,000
Fruit and Nut Crops
500,049,000
576,830,000
596,311,000
546,935,000
517,295,000
Vegetable Crops
240,119,000
230,392,000
226,708,000
226,252,000
246,984,000
Nursery Products
74,115,000
81,937,000
88,257,000
99,224,000
119,072,000
Apiary Products
5,049,000
6,354,000
7,210,000
7,668,000
8,791,000
Livestock and Poultry
37,499,000
36,976,000
41,578,000
39,907,000
37,280,000
Livestock and Poultry Products
294,985,000
269,780,000
246,593,000
310,027,000
252,311,000
Total
$1,311,088,000
$1,354,209,000
$1,348,629,000
$1,388,307,000
$1,343,808,000
1'I Most recent information available.
Source: San Joaquin Office of the Agricultural Commissioner.
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Community Facilities
The City has a central library, one community center, 25 parks and five specific use facilities, covering 263
developed areas and 110 undeveloped areas, and 16 playgrounds. Lodi Lake Park is connected to the Mokelumne
River and features boating, fishing, beach swimming, boat rentals, nature walks, group picnic sites, an RV park and
the Discovery Nature Center. Micke Grove Park, a San Joaquin County park, is located between Lodi and Stockton.
The park is home to a Japanese garden, the San Joaquin Historical Museum, rides, picnic areas, and a five acre zoo
featuring mammals, birds, reptiles and vertebrates.
Community recreation programs cover a wide range of interests and activities including youth and adult
sports and special interest classes, youth -at -risk programs, aquatics, special events, camps/clinics and tournaments.
Lodi Memorial Hospital offers a 181 -bed, non-profit, independent, acute-care hospital to the residents of
the City. Its mission is to provide quality medical care, education and support services to the community. Two
hospital campuses and six satellite clinics are used to provide a variety of inpatient, outpatient, urgent, emergency
and primary care services.
Housing
The City of Lodi housing market offers both older neighborhoods and newer executive developments. In
2003, the average price for residential property was $220,900, and the median price was $208,300.
Education
The Lodi Unified School District provides K-12 and special education programs. The area also is served by
several private and parochial schools. The University of the Pacific, San Joaquin Delta Community College, California
State University-Stanislaus/Turlock/Stockton Center, and the University of San Francisco satellite center are all within
a 20 minute drive of the City. The University of California -Davis, California State University -Sacramento and the
University of Southern California satellite center are within an hour's drive from the City.
Transportation
The City is served by interstate highway 5 and state highways 12 and 99 and is located on the main line of
the Southern Pacific Railroad. A deep water seaport and an airport are located approximately 15 miles south. Air
service is available at the Stockton Metropolitan Airport just south of the City.
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Estimated Direct and Overlapping Bonded Debt
The estimated direct and overlapping bonded debt of the City as of May 1, 2004 is shown below.
CITY OF LODI
ESTIMATED DIRECT AND OVERLAPPING BONDED DEBT
as of May 1, 2004
2003-04 Assessed Valuation: $3,686,226,417
OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 05/01/04
Lodi Unified School District 40.584% $19,695,415
City of Lodi 1915 Act Bonds (Estimated) 100. 1,135,000
TOTAL OVERLAPPING TAX AND ASSESSMENT DEBT $20,830,415
DIRECT AND OVERLAPPING GENERAL FUND OBLIGATION DEBT:
San Joaquin County Certificates of Participation 10.224% $15,136,121
San Joaquin Delta Community College District Certificates of 9.310 905,863
Participation
Lodi Unified School District Certificates of Participation 40.584 6,487,352
City of Lodi Certificates of Participation 100. 25,530,000")
TOTAL DIRECT AND OVERLAPPING GENERAL FUND OBLIGATION DEBT $48,059,336
COMBINED TOTAL DEBT $68,889,751(2)
(1) Excludes revenue issue to be sold.
(2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and tax allocation bonds and non -bonded
capital lease obligations.
Ratios to Assessed Valuation:
Combined Direct Debt ($25,530,000) .............................69% 1.
Total Overlapping Tax and Assessment Debt .................... 57% 1.
Combined Total Debt ......................................................... 87% .
STATE SCHOOL BUILDING AID REPAYABLE AS OF 06/30/03: $11,990
Source: California Municipal Statistics, Inc.
Assessed Valuation and Tax Collections
Taxes are levied for each Fiscal Year on taxable real and personal property which is situated in the City as
of the preceding March 1. For assessment and collection purposes, property is classified either as "secured" or
"unsecured" and is listed accordingly on separate parts of the assessment roll. The "secured roll" is that part of the
assessment roll containing State -assessed property and real property having a tax lien that is sufficient, in the
opinion of the County Assessor, to secure payment of the taxes. Other property is assessed on the "unsecured roll."
Property taxes on the secured roll are due as of the March 1 lien date and become delinquent, if unpaid, on
August 31. A 10% penalty attaches to delinquent taxes on property of the unsecured roll, and an additional penalty
of 1.5% per month begins to accrue commencing on November 1 of the Fiscal Year. Collection of delinquent
unsecured taxes is the responsibility of the County of San Joaquin using the several means legally available to it.
In 1993, the City made an agreement with San Joaquin County to participate the Teeter Plan pursuant to
provisions of Sections 4701-4717 of the California Revenue and Taxation Code. The Teeter Plan is an alternative
method of apportioning property tax money. Pursuant to those sections the accounts of all political subdivisions that
levy taxes on the County tax rolls are credited with 100% of their respective tax levies regardless of actual payments
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and delinquencies. The cities covered under the plan receive 95% of the property taxes in advance from the County
and the 5% remaining after reconciling the cities' balances at June 30. As part of the agreement, the County keeps
the penalties and interest on the delinquent taxes.
CITY OF LODI
ASSESSED VALUATIONS
For Fiscal Years 1999 through 2003
(In thousands)
Fiscal
Current
Personal
Less
Net Assessed
Year
Land
Improvements
Property
Total
Exemptions
Value
1998-99
$756,166
$1,748,387
$220,240
$2,724,793
$179,835
$2,544,958
1999-00
787,249
1,847,800
239,118
2,874,167
183,294
2,690,873
2000-01
832,788
1,982,668
245,269
3,060,725
185,473
2,875,252
2001-02
889,262
2,164,121
245,611
3,298,994
190,252
3,108,742
2002-03
960,166
2,366,887
265,339
3,592,392
200,957
3,391,435
Source: City of Lodi audited financial statements.
The following table shows the City's secured property tax charges and delinquencies.
CITY OF LODI
SECURED PROPERTY TAX COLLECTIONS
For Fiscal Years 1993 through 2003
(In thousands)
Source: City of Lodi audited financial statements.
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Current
Total
Year's
Percent of
Delinquent
Percent of Total
Fiscal
Tax
Tax
Collections
Tax
Total Tax
Collections
Year
Levy
Collections
to Tax Levy
Collections
Collections
to Tax Levy
1993
$4,375
$3,809
$ 87.1
$ 90
$3,899
89.1%
1994
3,639
3,461
95.1
624
4,085
112.3
1995
3,670
3,516
95.8
9
3,525
96.0
1996
3,781
3,615
95.6
-
3,615
95.6
1997
3,827
3,682
96.2
-
3,682
96.2
1998
4,444
4,433
99.8
-
4,433
99.8
1999
4,653
4,578
98.4
-
4,578
98.4
2000
5,056
4,917
97.3
-
4,917
97.3
2001
5,182
5,118
98.8
-
5,118
98.8
2002
5,757
5,640
98.0
-
5,640
98.0
2003
5,832
5,408
92.7
-
5,408
92.7
Source: City of Lodi audited financial statements.
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Ten Largest Locally Secured Taxpayers
The following table shows the ten largest locally secured taxpayers of the City for the Fiscal Year ended
June 30, 2003.
CITY OF LODI
TEN LARGEST LOCALLY SECURED TAXPAYERS
Fiscal Year Ended June 30, 2003
Name Assessed Valuation
1.
General Mills Cereals Prop LLC
$177,786,543
2.
Lodi Memorial Hospital
65,063,182
3.
Pacific Coast Producers
47,421,529
4.
Pacific Coast Producers Corp.
31,718,276
5.
Certainteed Corp.
18,830,099
6.
Lodi 2000 Distribution Trust
17,245,650
7.
Interlake Material Handling Inc.
14,400,942
8.
Dart Container Corporation
12,604,299
9.
Panattoni, Carl D Et Al
12,331,031
10.
Sylvan Fountains Ltd PTP
11,200,982
TOTAL408.602.533
Source: San Joaquin County Assessor's Office.
These ten largest locally secured taxpayers represent approximately 12% of the City's assessed valuation.
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APPENDIX B
EXCERPTS OF AUDITED FINANCIAL STATEMENTS OF THE CITY
FOR THE FISCAL YEARS ENDED JUNE 30, 2003 AND JUNE 30, 2002
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BOOK -ENTRY ONLY SYSTEM
General
APPENDIX C
The 2004 Certificates will be delivered in book -entry only form. DTC will act as securities depository for
the 2004 Certificates. The 2004 Certificates will be issued are fully -registered certificates registered in the name of
Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative
of DTC. One fully -registered securities certificate will be delivered for each maturity of the 2004 Certificates, in the
aggregate principal amount of such maturity, and will be deposited with DTC.
DTC is a limited -purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC
holds securities that its participants (the "Participants") deposit with DTC. DTC holds and provides asset servicing
for over 2 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market
instruments from over 85 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also
facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited
securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts.
This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and
non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC").
DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities
Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging
Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the
New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers
and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest
rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange
Commission. More information about DTC can be found at www.dtcc.com.
Purchases of the 2004 Certificates under the DTC system must be made by or through Direct Participants,
which will receive a credit for the 2004 Certificates on DTC's records. The ownership interest of each actual
purchaser of each 2004 Certificate (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase.
Beneficial Owners, however, are expected to receive written confirmations providing details of the transaction, as
well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial
Owner entered into the transaction. Transfers of ownership interests in the 2004 Certificates are to be accomplished
by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interests in the 2004 Certificates, except in the
event that use of the book -entry system for the 2004 Certificates is discontinued.
To facilitate subsequent transfers, all 2004 Certificates deposited by Participants with DTC are registered in
the name of DTC's partnership nominee, Cede & Co, or such other name as may be requested by an authorized
representatives of DTC. The deposit of 2004 Certificates with DTC and their registration in the name of Cede &
Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the 2004 Certificates; DTC's records reflect only the identity of the Direct Participants
to whose accounts such securities are credited, which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
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arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
The City, the Corporation and the Trustee will not have any responsibility or obligation to such DTC
Participants or the persons for whom they act as nominees with respect to the 2004 Certificates.
Prepayment notices shall be sent to DTC. If less than all of the 2004 Certificates within an issue are being
prepaid, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to
be prepaid.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the 2004
Certificates unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual
procedures, DTC will mail an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus
Proxy assigns Cede Co.'s consenting or voting rights to those Direct Participants to whose accounts the 2004
Certificates are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal, premium, if any, and interest payments with respect to the 2004 Certificates will be made to
Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is
to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the
City or the Trustee, on each payment date in accordance with their respective holdings shown on DTC's records.
Payments by Participants to Beneficial Owner will be governed by standing instructions and customer practices, as
is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will
be the responsibility of such participant and not of DTC, the Trustee, the Corporation or the City, subject to any
statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to
Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is the
responsibility of the City, the Corporation or the Trustee, disbursement of such payments to Direct Participants shall
be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be responsibility of
Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the 2004 Certificates at
any time by giving reasonable notice to the City, the Corporation or the Trustee. Under such circumstances, in the
event that a successor securities depository is not obtained, 2004 Certificates are required to be printed and delivered
as described in the Indenture.
The City may decide to discontinue use of the system of book -entry transfers through DTC (or a successor
securities depository). In that event, certificates will be printed and delivered.
The City, the Corporation and the Trustee cannot and do not give any assurance that DTC, DTC
Participants or others will distribute payments of principal, interest or any premium with respect to the 2004
Certificates paid to DTC or its nominee as the registered owner, or any prepayment or other notices, to the
Beneficial Owner, or that they will do so on a timely basis or will serve and act in the manner described in
this Official Statement. The City, the Corporation and the Trustee are not responsible or liable for the
failure of DTC or any DTC Participant to make any payment or give any notice to a Beneficial Owner with
respect to the 2004 Certificates or any error or delay relating thereto.
The foregoing description of the procedures and record-keeping with respect to beneficial ownership
interest in the 2004 Certificates, payment of principal, premium, if any, interest and other payments on the 2004
Certificates to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interests in
such 2004 Certificates and other related transactions by and between DTC, the DTC Participants and the Beneficial
Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning
these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information
with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case
may be.
C-2
LAI 562884v5 39170/30020
Discontinuance of DTC Services
In the event that (a) DTC determines not to continue to act as securities depository for the 2004 Certificates
or (b) the City determines to remove DTC from its functions as a depository, DTC's role as securities depository for
the 2004 Certificates and use of the book -entry system will be discontinued. If the City fails to select a qualified
securities depository to replace DTC, the City will cause the Trustee to execute and deliver new 2004 Certificates in
fully registered form in such denominations and numbered in the manner determined by the Trustee and registered
in the names of such persons as are requested in a written request of the City. The Trustee shall not be required to
deliver such new 2004 Certificates within a period of less than 60 days from the date of receipt of such written
request of the City. Upon such registration, such persons in whose names the 2004 Certificates are registered will
become the registered owners of the 2004 Certificates for all purposes.
In the event that the book -entry system is discontinued, the following provisions would also apply: (a) 2004
Certificates may be exchanged at the corporate trust office of the Trustee for a like aggregate principal amount of
2004 Certificates of the same maturity of other authorized denominations; (b) 2004 Certificates may be transferred
on the registration books maintained by the Trustee under the Trust Agreement for such purpose upon the surrender
thereof accompanied by a duly executed written instrument of transfer in a form acceptable to the Trustee; (c) for
every exchange or transfer of 2004 Certificates, the Trustee shall require the payment by any Owner requesting such
transfer or exchange of any tax or other governmental charge that may be imposed with respect to such exchange or
registration of transfer; (d) no transfer or exchange of 2004 Certificates shall be required to be made during the
period commencing on the date 15 days preceding the selection of 2004 Certificates for prepayment and ending on
the date of mailing of such notice, or of any 2004 Certificate that has been selected for prepayment in whole or in
part, from and after the date of mailing of notice of such prepayment; (e) all interest payments on the 2004
Certificates will be made by check mailed by first-class mail on the interest payment dates therefor as provided in
the Trust Agreement to the person appearing on the registration books maintained by the Trustee, or upon written
request at least three business days prior to the applicable Record Date, to an Owner of 2004 Certificates
aggregating not less than $1,000,000 in principal amount, by wire transfer in immediately available funds to an
account maintained in the United States; and (f) all payments of principal and any premium on the 2004 Certificates,
will be made upon surrender thereof at the corporate trust office of the Trustee.
C-3
LAI 562884v5 39170/30020
APPENDIX D
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS
D-1
LAI 562884v5 39170/30020
APPENDIX E
PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT
E-1
LAI 562884v5 39170/30020
APPENDIX F
PROPOSED FORM OF OPINION OF SPECIAL COUNSEL
F-1
LAI 562884v5 39170/30020
SPECIMEN MUNICIPAL BOND INSURANCE POLICY
G-1
LAI 562884v5 39170/30020
APPENDIX G
APPENDIX H
DEBT SERVICE REQUIREMENTS ON ALL PARITY DEBT
Existing Parity Debt Service(l)
Period Ending Principal Interest Debt Service
6/30/2004
$ 175,000
$ 722,375
$ 897,375
6/30/2005
370,000
820,203
1,190,203
6/30/2006
380,000
804,245
1,184,245
6/30/2007
400,000
787,228
1,187,228
6/30/2008
420,000
768,910
1,188,910
6/30/2009
435,000
749,300
1,184,300
6/30/2010
460,000
727,970
1,187,970
6/30/2011
480,000
704,043
1,184,043
6/30/2012
505,000
678,060
1,183,060
6/30/2013
535,000
649,913
1,184,913
6/30/2014
555,000
619,828
1,174,828
6/30/2015
590,000
588,223
1,178,223
6/30/2016
620,000
553,798
1,173,798
6/30/2017
660,000
517,048
1,177,048
6/30/2018
695,000
478,410
1,173,410
6/30/2019
740,000
436,135
1,176,135
6/30/2020
780,000
390,188
1,170,188
6/30/2021
830,000
341,086
1,171,086
6/30/2022
880,000
288,478
1,168,478
6/30/2023
930,000
232,736
1,162,736
6/30/2024
990,000
173,564
1,163,564
6/30/2025
Total $12,430,000 $12,031,737 $24,461,737
(') Includes 1991 Installment Payments and 2003 Installment Payments.
H-1
LAI 562884v5 39170/30020
2004 Certificates
Principal Interest Debt Service
Total Parity
Debt Service
SAB&W LLP
Draft of 4/22/2004
190101"401111#01111"X91031" 9 MIX" 9 01 0105 104 in
This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and delivered
by the City of Lodi, California (the "City") and Union Bank of California, N.A., as trustee (the
"Trustee"), in connection with the execution and delivery of the City of Lodi Wastewater System
Revenue Certificates of Participation, 2004 Series A in the aggregate principal amount of $ (the
"2004 Certificates"). The 2004 Certificates are being executed and delivered pursuant to a Trust
Agreement dated as of May 1, 2004 (the "Trust Agreement"), by and between the Lodi Public
Improvement Corporation (the "Corporation") and the Trustee. The City and the Trustee hereby covenant
and agree as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being
executed and delivered by the City and the Trustee for the benefit of the Owners and Beneficial Owners
of the 2004 Certificates and in order to assist the Participating Underwriter in complying with S.E.C. Rule
15c2 -12(b)(5).
SECTION 2. Definitions. In addition to the definitions set forth in the Trust Agreement, which
apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this
Section 2, the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the City pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Agreement.
"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote
or consent with respect to, or to dispose of ownership of any 2004 Certificates (including persons holding
2004 Certificates through nominees, depositories or other intermediaries), or (b) is treated as the owner of
any 2004 Certificates for federal income tax purposes.
"Dissemination Agent" shall mean the Trustee, acting in its capacity as Dissemination Agent
hereunder, or any successor Dissemination Agent designated in writing by the City and which has filed
with the Trustee a written acceptance of such designation.
"Fiscal Year" shall mean the period beginning on July 1 of each year and ending on the next
succeeding June 30, or any twelve-month or fifty-two week period hereafter selected by the City, with
notice of such selection or change in fiscal year to be provided as set forth herein.
"Owner" shall mean either the registered owners of the 2004 Certificates, or, if the 2004
Certificates are registered in the name of The Depository Trust Company or another recognized
depository, any applicable participant in such depository system.
"Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement.
"National Repository" shall mean any Nationally Recognized Municipal Securities Information
Repository for purposes of the Rule. The internet address listing the National Repositories is set forth on
Exhibit A.
"Participating Underwriter" shall mean any of the original underwriters of the 2004 Certificates
required to comply with the Rule in connection with offering of the 2004 Certificates.
"Repository" shall mean each National Repository and each State Repository, if any.
LAI 583624v1 39170/30020
"Rule" shall mean Rule 15c2 -12(b)(5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as the same may be amended from time to time.
"State" shall mean the State of California.
"State Repository" shall mean any public or private repository or entity designated by the State as
a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange
Commission. As of the date of this Disclosure Agreement, there is no State Repository.
SECTION 3. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemination Agent to, not later than 210 days following
the end of the City's Fiscal Year, commencing with the report for the 2003-04 Fiscal Year, provide to
each Repository an Annual Report which is consistent with the requirements of Section 4 of this
Disclosure Agreement. The Annual Report may be submitted as a single document or as separate
documents comprising a package and may include by reference other information as provided in
Section 4 of this Disclosure Agreement; provided that the audited financial statements of the City may be
submitted separately from the balance of the Annual Report and later than the date required above for the
filing of the Annual Report if they are not available by that date. If the Fiscal Year changes for the City,
the City shall give notice of such change in the manner provided under Section 5 hereof.
(b) Not later than fifteen (15) Business Days prior to the date specified in subsection (a) for
providing the Annual Report to Repositories, the City shall provide its Annual Report to the
Dissemination Agent. If by fifteen (15) Business Days prior to such date, the Dissemination Agent has
not received a copy of the Annual Report from the City, the Dissemination Agent shall notify the City of
such failure to receive the Annual Report. The City shall provide a written certification with each Annual
Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual
Report required to be furnished by it hereunder. The Dissemination Agent and Trustee may conclusively
rely upon such certification of the City and shall have no duty or obligation to review such Annual
Report.
(c) If the Dissemination Agent is unable to verify that an Annual Report of the City has been
provided to Repositories by the date required in subsection (a), the Dissemination Agent shall send a
notice to each Repository and the Municipal Securities Rulemaking Board in substantially the form
attached hereto as Exhibit B.
(d) The Dissemination Agent shall:
(i) determine prior to the date for providing the Annual Report for such year the name
and address of each National Repository and each State Repository, if any; and
(ii) file a report with the City (and if the Dissemination Agent is not the Trustee, the
Trustee) certifying, to the extent it can confirm the same, that the Annual Report has been
provided pursuant to this Disclosure Agreement, stating the date it was provided and listing all
the Repositories to which it was provided. The Dissemination Agent shall have no responsibility
for the content of any Annual Report.
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LAI 583624v1 39170/30020
SECTION 4. Content of Annual Reports.
(a) The City's Annual Report shall contain or include by reference the following:
(i) The audited financial statements of the City for the most recently completed Fiscal
Year, prepared in accordance with generally accepted accounting principles for governmental
enterprises as prescribed from time to time by any regulatory body with jurisdiction over the City
and by the Governmental Accounting Standards Board;
(ii) Updated information comparable to the information in the chart entitled "City of
Lodi Wastewater System Number of Connections by User Type" as it appears in the Official
Statement, dated May _, 2004, relating to the 2004 Certificates (the "Official Statement");
(iii) Updated information comparable to the information in the chart entitled "City of
Lodi Wastewater System Proportion of Service Charges by Class of User" as it appears in the
Official Statement;
(iv) Updated information comparable to the information in the chart entitled "City of
Lodi Wastewater System Largest Users by Service Charge Revenues" as it appears in the Official
Statement;
(v) Updated information comparable to the information in the charts entitled "City of
Lodi Wastewater System Schedule of Service Charges" as it appears in the Official Statement;
and
(vi) Updated information comparable to the information in the charts entitled "City of
Lodi Wastewater System Summary of Historic Operating Results," as it appears in the Official
Statement.
(b) Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the City or public entities related thereto, which
have been submitted to each of the Repositories or the Securities and Exchange Commission. If the
document included by reference is a final official statement, it must be available from the Municipal
Securities Rulemaking Board. The City shall clearly identify each such other document so included by
reference.
SECTION 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of
the occurrence of any of the following events with respect to the 2004 Certificates, if material:
(i) principal and interest payment delinquencies;
(ii) non-payment related defaults;
(iii) modifications to rights of 2004 Certificate holders;
(iv) optional, contingent or unscheduled 2004 Certificate prepayments;
(v) defeasances;
(vi) rating changes;
LAI 583624v1 39170/30020
(vii) adverse tax opinions or events affecting the tax-exempt status of the 2004
Certificates;
(viii) unscheduled draws on the debt service reserves reflecting financial difficulties;
(ix) unscheduled draws on the credit enhancements reflecting financial difficulties;
(x) substitution of the credit or liquidity providers or their failure to perform; or
(xi) release, substitution or sale of property securing repayment of the 2004
Certificates.
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall as
soon as possible determine if such event would be material under applicable federal securities laws.
(c) If the City has determined that knowledge of the occurrence of a Listed Event would be
material under applicable federal securities laws, the City shall promptly notify the Dissemination Agent
in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to
subsection (e).
(d) If the City determines that the Listed Event would not be material under applicable federal
securities laws, the City shall so notify the Dissemination Agent in writing and instruct the Dissemination
Agent not to report the occurrence pursuant to subsection (e).
(e) If the Dissemination Agent has been instructed by the City to report the occurrence of a
Listed Event, the Dissemination Agent shall file a notice of such occurrence with the Municipal Securities
Rulemaking Board or the National Repositories and to the State Repository, if any. Notwithstanding the
foregoing, notice of Listed Events described in subsections (a)(iv) and (v) need not be given under this
subsection any earlier than the notice (if any) of the underlying event is given to Owners of affected 2004
Certificates pursuant to the Trust Agreement.
SECTION 6. Termination of Reporting Obli ag tion. The obligations of the City and the Trustee
under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment
in full of all of the 2004 Certificates.
SECTION 7. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may
discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent.
The initial Dissemination Agent shall be Union Bank of California, N.A. The Dissemination Agent may
resign by providing thirty days' written notice to the City. If at any time there is no designated
Dissemination Agent appointed by the City or if the Dissemination Agent so appointed is unwilling or
unable to perform the duties of Dissemination Agent hereunder, the City shall be the Dissemination
Agent and shall undertake or assume its obligations hereunder. The Dissemination Agent shall not be
responsible in any manner for the form or content of any notice or report prepared by the City pursuant to
this Disclosure Agreement.
SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Agreement, the City and the Trustee may amend this Disclosure Agreement (and the Trustee shall agree
to any amendment so requested by the City which does not impose any greater duties nor any greater risk
of liability on the Trustee), and any provision of this Disclosure Agreement may be waived, provided that
the following conditions are satisfied:
4
LAI 583624v1 39170/30020
(a) If the amendment or waiver relates to the provisions of Sections 3(a) or 4, it may only be
made in connection with a change in circumstances that arises from a change in legal requirements,
change in law, or change in the identity, nature or status of an obligated person with respect to the 2004
Certificates, or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the opinion of
nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the
original issuance of the 2004 Certificates, after taking into account any amendments or interpretations of
the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the Owners of the 2004 Certificates in the
same manner as provided in the Trust Agreement with respect to amendments to the Trust Agreement
which require the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond
counsel, materially impair the interests of the Owners or Beneficial Owners of the 2004 Certificates.
In the event of any amendment or waiver of a provision of this Disclosure Agreement, the City
shall describe such amendment in its next Annual Report, and shall include, as applicable, a narrative
explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a
change of accounting principles, on the presentation) of financial information or operating data being
presented by the City. In addition, if the amendment relates to the accounting principles to be followed in
preparing financial statements, (i) notice of such change shall be given in the manner as provided under
Section 5, and (ii) the Annual Report for the year in which the change is made should present a
comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements
as prepared on the basis of the new accounting principles and those prepared on the basis of the former
accounting principles.
SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to
prevent the City from disseminating any other information, using the means of dissemination set forth in
this Disclosure Agreement or any other means of communication, or including any other information in
any Annual Report, in addition to that which is required by this Disclosure Agreement. If the City
chooses to include any information in any Annual Report in addition to that which is specifically required
by this Disclosure Agreement, the City shall have no obligation under this Disclosure Agreement to
update such information or include it in any future Annual Report.
SECTION 10. Default. In the event of a failure of the City or the Trustee to comply with any
provision of this Disclosure Agreement, the Trustee may (and, at the request of any Participating
Underwriter or the Owners of at least 25% aggregate principal amount of outstanding 2004 Certificates,
shall), but only to the extent funds in an amount satisfactory to the Dissemination Agent have been
provided to it or it has been otherwise indemnified to its satisfaction from any cost, liability, expense or
additional charges and fees of the Dissemination Agent whatsoever, including, without limitation, fees
and expenses of its attorneys, or any Owner or Beneficial Owner of the 2004 Certificates may take such
actions as may be necessary and appropriate, including seeking mandate or specific performance by court
order, to cause the City or the Trustee, as the case may be, to comply with its obligations under this
Disclosure Agreement. The sole remedy under this Disclosure Agreement in the event of any failure of
the City or the Trustee to comply with this Disclosure Agreement shall be an action to compel
performance.
SECTION 11. Duties, Immunities and Liabilities of Trustee and Dissemination Agent.
Section 6.02 of the Trust Agreement is hereby made applicable to this Disclosure Agreement as if this
Disclosure Agreement were (solely for this purpose) contained in the Trust Agreement. The
Dissemination Agent shall be entitled to the protections, limitations from liability and indemnities
6�
LAI 583624v1 39170/30020
afforded to the Trustee thereunder. The Dissemination Agent (if other than the Trustee or the Trustee in
its capacity as Dissemination Agent) shall have only such duties as are specifically set forth in this
Disclosure Agreement, and the City agrees to indemnify and save the Dissemination Agent, its officers,
directors, employees and agents, harmless against any loss, expense and liabilities which it may incur
arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and
expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities
due to the Dissemination Agent's negligence or willful misconduct. The obligations of the City under
this Section shall survive resignation or removal of the Dissemination Agent and payment of the 2004
Certificates. If the Trustee performs the duties assigned to it hereunder, the Trustee shall not be
responsible to any person for any failure by the City or the Dissemination Agent (if other than the
Trustee) to perform duties or obligations imposed hereby. The Dissemination Agent shall be paid
compensation by the City for its services provided hereunder in accordance with its schedule of fees as
agreed to between the Dissemination Agent and the City from time to time and all expenses, legal fees
and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder.
Any company succeeding to all or substantially all of the Dissemination Agent's corporate trust business
shall be the successor to the Dissemination Agent hereunder without the execution or filing of any paper
or further act.
SECTION 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the
City, the Trustee, the Dissemination Agent, the Participating Underwriter and Owners and Beneficial
Owners from time to time of the 2004 Certificates, and shall create no rights in any other person or entity.
No person shall have any right to commence any action against the Trustee or the Dissemination Agent
seeking any remedy other than to compel specific performance of this Disclosure Agreement. Neither the
Trustee nor the Dissemination Agent shall be liable under any circumstances for monetary damages to
any person for any breach of this Disclosure Agreement.
SECTION 13. Notices. All written notices to be given hereunder shall be given in person or by
mail to the party entitled thereto at its address set forth below, or at such other address as such party may
provide to the other parties in writing from time to time, namely:
To the City: City of Lodi
221 West Pine Street
Lodi, CA 95240
Attention: Public Works Director
FAX: (209) 333-6807
To the Trustee: Union Bank of California, N.A.
475 Sansome Street, 12th Floor
San Francisco, CA 94111
Attention: Corporate Trust Department
FAX: (415) -
The Trustee and the City may, by notice given hereunder, designate any further or different addresses to
which subsequent notices, certificates or other communications shall be sent. Unless specifically
otherwise required by the context of this Disclosure Agreement, any notices required to be given
hereunder to the Trustee or the City may be given by any form of electronic transmission capable of
producing a written record. Each such party shall file with the Trustee information appropriate to
receiving such form of electronic transmission.
0
LAI 583624v1 39170/30020
SECTION 14. Counterparts. This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
Dated: May , 2004
CITY OF LODI
APPROVED AS TO FORM:
D. Stephen Schwabauer
Interim City Attorney
ATTEST:
Susan J. Blackston
City Clerk
H. Dixon Flynn
City Manager
UNION BANK OF CALIFORNIA, N.A.,
as Trustee
an
LAI 583624v1 39170/30020
7
Authorized Officer
EXHIBIT A
An updated list of Nationally Recognized Municipal Securities Information Repositories
approved by the Securities and Exchange Commission may be found at the following internet address:
http://www.sec.gov/consumer/NRMSIR.httn
FEW
LAI 583624v1 39170/30020
EXHIBIT B
NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: CITY OF LODI, CALIFORNIA
Name of Issue: WASTEWATER SYSTEM REVENUE CERTIFICATES OF PARTICIPATION,
2004 SERIES A
Date of Issuance: May _, 2004
NOTICE IS HEREBY GIVEN that the City of Lodi, California (the "City") has not provided an Annual
Report with respect to the above-named Certificates as required by the Continuing Disclosure Agreement,
dated May _, 2004, between the City and Union Bank of California, N.A., as trustee. The City
anticipates that the Annual Report will be filed by
Dated:
UNION BANK OF CALIFORNIA, N.A.,
as trustee, on behalf of the City of Lodi
By: _
Title:
cc: City of Lodi
LAI 583624v1 39170/30020
A RESOLUTION OF THE CITY COUNCIL OF Tr'PiE CITY OF LODI
APPROVING . THE FORMS OF AN INSTALLMENT PURCHASE CONTRACT,
A CERTIFICATE PURCHASE CONTRACT, A PRELIMINARY OFFICIAL
STATEMENT, AND A CONTINUING DISCLOSURE AGREEMENT RELATING
TO WASTEWATER SYSTEM REVENUE CERTIFICATES OF PARTICIPATION,
2004 SERIES A; AND APPROVING AND AUTHORIZING CERTAIN OTHER
MATTERS RELATING THERETO
----------------------------- -------- ==�=-= -------
WHEREAS, the City of Lodi, a municipal corporation duly organized and existing under and
by virtue of the Constitution and laws of the State of California (the "City"), owns and operates a
municipal wastewater system (the "System"), to provide for the collection, treatment, and disposal
of wastewater; and
WHEREAS, the City proposes to make certain additions, betterments, extensions,
replacements, and improvements to the System (the- "Project"); and
WHEREAS, the Lodi Public Improvement Corporation (the "Corporation") is a nonprofit
public benefit corporation formed for the purpose of assisting the City in financing capital
improvements such as the Project; and
WHEREAS, the Corporation has agreed to assist the City by acquiring or causing the
acquisition of the Project and selling the Project to the City pursuant to the terms of an Installment
Purchase Contract (the "Installment Purchase Contract'); and
WHEREAS., pursuant to the Installment Purchase Contract, the City will be obligated to
make installment payments (the "Installment Payments") to the Corporation as the purchase price
of the Project; and
WHEREAS, the Corporation will assign certain of its rights under the Installment Purchase
Agreement, including its rights to receive the Installment Payments, to Union Bank of California,
N.A. (the 'TrusteeP) pursuant to a Trust Agreement (the 'Trust Agreement") between the
Corporation and the Trustee; and
WHEREAS, pursuant to the Trust Agreement, the Trustee is to execute and deliver City of
Lodi Wastewater System Revenue Certificates of Participation, 2004 Series A (the "Certificates"),
evidencing the proportionate interests of the owners thereof in the Instaltment Payments; and
WHEREAS, the proceeds of the sale of the Certificates are to be applied, among other
things, to the costs of the Project as provided in the Trust Agreement; and
WHEREAS, the City proposes to prepare and distribute a Preliminary Official Statement
and a final Official Statement in connection with the offer and sale of the Certificates; and
WHEREAS, the City proposes to execute and deliver a Certificate Purchase Contract (the
"Certificate Purchase Contract") with First Albany Capital Inc.(the "Underwriter"), pursuant to which
the Underwriter will purchase the Certificates for reoffering to the public; and
WHEREAS, all acts, conditions, and things required by the laws of the State of California to
exist, to have happened and to have been performed precedent to and in connection with the
consummation of the transactions authorized hereby 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, pursuant to each and every requirement of law, to consummate such
transactions for the purpose, in the manner and upon the terms herein provided;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF 1_01
AS FOLLOWS:
Section 1. The City Council hereby specifically finds and determines that the actions
authorized hereby constitute and are with respect to the public affairs of the City and that the
statements, findings and determinations of the City set forth above and in the preambles of the
documents approved herein are true and correct and that the consummation of the transactions
contemplated therein shall result in significant public benefits to the City in that the City expects to
improve the efficient operation of the City's System through the financing of the Project as provided
in the Installment Purchase Contract and the Trust Agreement.
Section 2. The Installment Purchase Contract, in the form presented at this meeting and
on file with the City Clerk, and the performance by the City of its obligations thereunder, are hereby
approved, and the. City Manager, the Finance Director and the Public Works Director, each acting
singly, are hereby authorized and directed, for and in the name and on behalf of the City, to
execute and deliver to the Corporation the Installment Purchase Contract in substantially said form,
with such changes therein as the officer executing such document may approve, such approval to
be conclusively evidenced by the execution and delivery thereof; provided, that the principal
component of the Installment Payments set forth in Exhibit B to the Installment Purchase Contract
shall not exceed Twenty -Nine Million Five Hundred Thousand Dollars ($29,500,000); provided
further that the interest components on the principal components of the Installment Payments set
forth in Exhibit B to the Installment Purchase Contract shall not exceed such rate or rates that the
true interest cost with respect to the Certificates is greater than five percent (5%); and provided
further that no Installment Payment shall be scheduled for payment later than 35 years from the
date of initial delivery of the Certificates.
Section 3, The Certificate Purchase Contract, proposed to be executed and entered into
by and between the City and the Underwriter, in the form presented at this meeting and on file with
the City Clerk, and the performance by the City of its obligations thereunder, are hereby approved,
and the City Manager, the Finance Director and the Public Works Director, each acting singly, are
hereby authorized and directed, for and in the name and on behalf of the City, to execute and
deliver to the Underwriter the Certificate Purchase Contract in substantially said form, with such
changes therein as the officer executing such document may approve, such approval to be
conclusively evidenced by the execution and defivery thereof; provided that the Underwriter's
discount in connection with the sale of the Certificates shall not exceed ninety-five hundredths (.95)
of one percent of the principal components of the Installment Payments evidenced by the
Certificates.
Section 4. The Preliminary Official Statement, in the form presented at this meeting and on
file with the City Clerk, is hereby approved, The City Manager, the Finance Director and the Public
Works Director, each acting singly, are hereby authorized and directed to cause the Preliminary
Official Statement to be distributed to potential purchasers of the Certificates in substantially the
form presented to this meeting with such changes therein as the officer deeming the Preliminary
Official Statement final for purposes of Rule 1502-12 of the Securities and Exchange Commission
N
("Pule 15c2-127) may approve, such approval to be conclusively evidenced by such officer
deeming the Preliminary Official Statement ficial for purposes of Pule 15c2-12. The City Manager,
the Finance Director and the Public Works Director, each acting singly, are hereby authorized and
directed to deem the Preliminary Official Statement final for purposes of Pule 15c2-12 except for
such information as may be omitted from the Preliminary Official Statement under Mule 15c2-12.
Section 5. The preparation and delivery of a final Official Statement, and its use by the
Underwriter, in connection with the offering and sale of the Certificates are hereby approved. The
Official Statement shall be substantially in the form of the Preliminary Official Statement deemed
final for purposes of Rule 15c2-12 pursuant to Section 4 of this Resolution, with such changes as
the officer executing the Official Statement may approve, such approval to be conclusively
evidenced by such officer's execution and delivery thereof, The City Manager, the Finance
Director and the Public Works Director, each acting singly, are hereby authorized and directed, for
and in the name and on behalf of the City, to execute and deliver the Official Statement and any
amendment or supplement thereto contemplated by the Certificate Purchase Contract, in the name
and on behalf of the City, and thereupon to cause the final Official Statement and any such
amendment or supplement to be delivered to the Underwriter.
Section 6. The Continuing Disclosure Agreement., proposed to be executed and entered by
the City and the Trustee, in the form presented at this meeting and on file with the City Clerk, and
the performance by the City of its obligations thereunder, are hereby approved, and the City
Manager, the Finance Director and the Public Works Director, each acting singly, are hereby
authorized and directed for and in the name and on behalf of the City to execute and deliver the
Continuing Disclosure Agreement in substantially said form, with such changes therein as the
officer executing such document may approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
Section 7. The City Clerk is hereby authorized and directed to attest the signature of the
City Manager, the Finance Director, and the Public Works Director and to affix and attest the seal
of the City, as may be required or appropriate, in connection with the execution and delivery of the
Certificates and the documents approved by this Resolution.
Section 6. Each officer of the City is hereby authorized and directed, acting singly, to do
any and all things (including the negotiating and obtaining of a municipal bond insurance policy
andlor reserve fund surety bond with respect to the Certificates if the City Manager, the Finance
Director or the Public Works Director determines that such insurance policy or surety bond is
expected to result in savings to the City) and to execute and deliver any and all documents which
such officer may deem necessary or desirable in order to consummate the transactions authorized
hereby and to consummate the sale, execution and delivery of the Certificates and otherwise to
carry out, give effect to and comply with the terms and intent of this Resolution, the fnstallment
Purchase Contract, the Certificate Purchase Contract, the Preliminary Official Statement, the
Official Statement and the Certificates; and all such actions heretofore taken by such officers are
hereby ratified, confirmed and approved.
Section 9. This Resolution shall take effect immediately upon its passage.
Hated: April 27, 2004
3
I hereby certify that Resolution No. 2004-78 was passed and adopted by the Lodi City
Council in a special meeting hold April 27, 2004, by the following vote,
AYES: COUNCIL MEMBERS — Beckman, Hitchcock, Howard, Land, and
Mayor Hanson
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — None
ABSTAIN: COUNCIL MEMBERS — None
Approved As to Form:
Stephen Schwabauer
interim City Attorney
0
SUSAN J. BLACKSTON
City Clerk
Presentation to.-
Lodi
o:
Lodi City Council
on
White Slough Water Pollution Control Facility
and Related Financing
Aprr127, 2004
Contents
➢ Wastewater System Revenue Certificates of Participation, 2004 Series A
-- Summary of Financing
— Market Update
— Projected Debt Service Requirements
— Summary of Debt Service Reserve Fund
— Summary of Rate Covenants
—Summary of Additional Bonds Test
— Projected Fund Balances
Appendix:
— Summary of Rate Covenants
— Summary of Rate Covenant Requirements
017
Q
<�oa�
Wastewater System Revenue
Certificates of Participation, 2004 Series A
Summary of Financing
Proceeds
Par Amounel)
Purpose
Security
Structure"'
Call Provision
Reserve Fund
Assumed Rate
Underwriter
Bond Counsel
$25 million
$27 million
Phase II of White Slough
System Net Revenues of Wastewater Enterprise
• 20 -year fixed rate COP financing with level debt
service
• Lessee = City of Lodi
• Lessor = Lodi Public Improvements Corporation
Optional redemption beginning 1011114 @ 100%
TBD - Surety or bond -funded
First Albany Capital
Orrick, Herrington & Sutcliffe
(1) Assuming bond -funded reserve fund.
(2) COP Structure = An arrangement in which investors buy certificates that entitle them to receive a
participation, or share, in the lease payments from a particular project or enterprise. Acf 14
Market Update
Long term tax-exempt rates have risen in the last month but remain near
historical lows.
Percentage of Time RBI has been lower than Current Levels
less 25 by 1.2
less 20 by 1.57% Historic RBI
Maximum 14.32
less 15 by 2.20% Minimum 4.73
Average 7.46
less 10 by 3.070 Current (4/23/2004) 5.20
less 5 by 13.39%
Current Rate 5.75% Current RBI = 5.20%
plus 5 by 7.95%
Plus 10 by 13%
plus 15 by 1.81%
Plus 20 by 14.02%
plus 25 by 16.22%
0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% 14-00% 16.00% 18.00%
PFAS'
Projected Debt Service Requirements
➢ Projected debt service requirements are approximately $3.1 million through FY
2024 with the 2004 COPs.
14,000,000
12,000,000
10,000,000
u
8,000,000
u
tI]
Q 6,000,000
4,000,000
2,OW>000
Summary of Projected Debt Service Requirements
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027
Period Ending June 30
(1) Net of debt service reserve fund earnings.
(2) Inflated at 3% after FY 2012.
ff 6
Summary of Debt Service Reserve Fund
Summary of Additional Bonds Test
<IfinP��
➢ While the FY 03 actuals and FY 04 budget demonstrate sufficient revenues for
the rate covenant, a rate increase will be necessary for the additional bonds test.
➢ Proposed rate increases are currently expected to generate sufficient revenues
to meet the additional bonds test for the 2006 financing.
Gross Revenues (a)
7,176,493
11,139,056
Operating Expenses (b)
(3,941,714)
(4,807,444)
System Net Revenues (0
3,234,779
6,331,612
Less: Connection Fees (d) -- - - --112394,287._„
(1,150,797)
Adjusted System Net Revenues (e)
1,840,492
5,180,815
Total Max Annual Parity Debt(l) 0)
3,314,160
4,739,284
1491 Additional Bonds Test for 2004 COPS
System Net Revenues (0
3,234,779
6,331,612
Plus: Proposed Rate Increases (1)
1,504,724
-
Total Net Revenues for ABT (j)
4,739,503
6,331,612
Less: Connection Fees (d)
(1,394,287)
(1,150,797)
Total Adjusted Net Revenues for ABT (k)
3,345,216
5,180,815
Net Revenues (j /1) (1.10x)
1.43x
L34x
Adjusted Net Revenues (k/1) (LOOx)
L01x
L09x
2003 Additional Bonds Test for 2004 CON
System Net Revenues less GF Transfer (h)
2,738,132
5,493,921
Plus: Proposed Rate Increases (1)
1,504,724
-
Total Net Revenues for ABT (in)
4,242,856
5,493,921
Net Revenues (m/1) (L10x)
1.28x
1.16x
(1) Max annual parity debt after 2004 and 2006 issuances in FY 08.
01=
Projected
_1 .. Bala
d 0O
..'1.
➢ The utility is currently targeting an operating reserve equal to 15% of annual
expenditures and a capital reserve equal to 50% of the 10 -year average annual
cash -funded capital costs.
➢ Assuming projected rate increases, total fund balances average $2.162 million or
42.3% of projected average annual expenses through FY 11-12.
Projected Wastewater System Fuad Balances(l)
4,000,000
3,500,000
3,000,000
.�.r 2,500,000
2,000,000
W 1,500,000
1,000,000
500,000
0
FY 03-04 FY 04-05 FY 05-06 FY 06-07 FY 07-08
(1) Pmjetted ending fund balances with projected rate increases before capital oudays.
(2) Based on projected annual expenses.
= Capital Reserve
111111111 Operating Reserve
f^ Total Fund Balance as % of O&M(2)
FY 08-09 FY 09-10 FY 10-11 FY 11-12
100.0%
75.0%
25.0%
0.0%
V19
Next Steps
❑✓ Council Shirt -sleeve Meeting:
❑✓ Rating Agency Meetings:
➢ Final Council Action on Bond Financing:
➢ Receipt of Rating Indications:
➢ Pre -Marketing Period:
➢ Pricing of 2004 C 4Ps:
➢ Closing of 2004 CON:
March 30
April 22
April 27
May 4
May 5 - 10
May 11 -12
May 25 - 26
110
Appendix
Summary of Rate Covenants
�TFOp^a
➢ The proposed financing is designed to update Lodi's rate covenants over tines
to the 2003 covenants. The final change will require the refunding of the 1991
COPs when economic.
➢ Rate Covenant:
1. Net revenues coverage = 1.1Ox debt
service and;
2. Adjusted net revenues coverage
1.00x debt service.
Additional Bonds Test:
1. Net revenues coverage =1.10x Max
Annual Debt Service {MADS} and;
2. Adjusted net revenues coverage =
1.00x MADS.
➢ Adjusted Net Revenues = Net revenues
less fees charged to customers for
initial connection to the sewer system.
➢ Rate Covenant:
1. System revenues coverage = 1.00x
O&M and debt service and;
2. Net revenues coverage = 1.10x
debt service.
➢ Additional Bonds Test:
1. Net revenues coverage = 1.1Ox
Max Annual Debt Service
(MADS).
➢ Net Revenues = System revenues less
Operations and Maintenance Costs
and less General Fund transfer(l).
(1) subject to GAAP.
12
i
Summary of Rate Covenant Requirements
.I....] ..__I - ... I -.--i
13
I
Gross Revenues (a)
7,176,493
8,640,528
9,118,453
11,139,056
11,496,825
11,922,728
Opeating Expenses
(3,941 714
4 200 021)
(4,387,471)
(4807444)
(4,974,812)
(5 148 262
System Net Revenues (0
3,234,779
4,440,507
4,730,982
6,331,612
6,522,013
6,774,465
Less: Connection Fees d)
(1,394,297)
(777 000)
(1,139,403)
(115079-7)
(1,162,305)
(1173 928
Adjusted System Net Revenues (e)
1,840,492
3,663,507
3,591,578
5,180,815
5,359,708
5,600,537
Parity Dent Obligations
1991 COPS
808,488
807,055
804,798
806,530
807,063
801,653
2003 Bonds
88,888
383,148
379,448
380,698
381,848
2004 COPs
-
975,015
2,029,909
2,027,084
2,028,434
2006 COPS
-
-
-
1,095,302
1331985
Total Parity Debt (f)
808,488
895,943
2,162,960
3,215,887
4,310,146
4,543,920
1991 COPs Coverage/Rate Covenant
Net Revenues (c/f) (1.10x)
4.00x
4.96x
2.19x
L97x
1.51x
1A9x
Adjusted Net Revenues (e/f) (LOOx)
2.28x
4.09x
1.66x
1.61x
1.24x
1.23x
2003 Bonds, 2004 COPS Coverage/Rate Covenant
System Net Revenues (0
3,234,779
4,440,507
4,730,982
6,331,612
6,522,013
6,774,465
Less: General Fund Transfer
49664
(755,040)
(759,885)
(837,691)
(865,592)
(900,786)
System Net Revenues less GF Transfer (h)
2,738,132
3,685,467
3,971,096
5,493,921
5,656,421
5,873,679
Gross Revenues (a/b+f) (LOOx)
1.51a
1.70x
1.39x
1.39x
L24x
L23x
Net Revenues (h/f) (1.10x)
3.39x
4.11x
1.84x
1.71x
L31x
1-29x
13
I