CONTRACT 6085 OtherDocuSign Envelope ID: 33CC008F-2965-488D-A683-E29COEDC58B2
Agreement No. 6085
5144,135,000
CITY OF EL SEGUNDO
(LOS ANGELES COUNTY, CALIFORNIA)
TAXABLE PENSION OBLIGATION BONDS, SERIES 2021
CERTIFICATE REGARDING CITY COUNCIL RESOLUTION NO. 5246
Dated: June 9, 2021
The undersigned hereby states and certifies:
(a) that the undersigned is the duly appointed, qualified and acting City Clerk of the
City of El Segundo, a general law city and municipal corporation organized and existing under the
Constitution and the laws of the State of California (the "City"), and, as such, is familiar with the
facts herein certified and is authorized and qualified to certify the same;
(b) that attached hereto is a full, true and correct copy of Resolution No. 5246 entitled
"Resolution of the City of El Segundo, California Providing for the Issuance of One or More Series
of City of El Segundo Taxable Pension Obligation Bonds and Authorizing a Trust Agreement, a
Validation Action and Other Matters Related Thereto," adopted by the City Council of the City on
January 19, 2021 ("Resolution No. 5246");
(c) that Resolution No. 5246 has not been amended, modified, rescinded or revoked
since the date of its adoption and remains in full force and effect as of the date of this Certificate
(this "Certificate");
(d) that pursuant to Resolution No. 5260 entitled "A Resolution of the City Council of
the City of El Segundo Authorizing the Sale of Taxable Pension Obligation Bonds to Refund a
Portion of the City's Obligation to the California Public Employees' Retirement System, and
Authorizing the Execution and Delivery of a Bond Purchase Contract and a Continuing Disclosure
Certificate and the Preparation of an Official Statement and Other Matters Related Thereto,"
adopted by the City Council of the City on May 18, 2021, the City Council of the City approved
the execution and delivery of any and all agreements, documents, certificates and instruments
referred to therein with electronic signatures as may be permitted under the California Uniform
Electronic Transactions Act and digital signatures as may be permitted under Section 16.5 of the
California Government Code using DocuSign;
(e) that the undersigned agrees and acknowledges that it is the undersigned's intent
(i) that, by signing this Certificate using an electronic signature, the undersigned is signing,
adopting and accepting this Certificate, and (ii) that signing this Certificate using an electronic
signature is the legal equivalent of having placed the undersigned officer's handwritten signature
on this Certificate on paper; and
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(f) that the undersigned further acknowledges that it the undersigned is being provided
with an electronic or paper copy of this Certificate in a usable format.
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DocuSign Envelope ID: 33CCO08F-2965-488D-A683-E29COEDC58B2 Agreement No. 6085
RESOLUTION NO. 5246
RESOLUTION OF THE CITY OF EL SEGUNDO, CALIFORNIA PROVIDING
FOR THE ISSUANCE OF ONE OR MORE SERIES OF CITY OF EL SEGUNDO
TAXABLE PENSION OBLIGATION BONDS AND AUTHORIZING
A TRUST AGREEMENT, A VALIDATION ACTION AND
OTHER MATTERS RELATING THERETO
SECTION 1: Pursuant to Sections 20000 et seq. of the California Government Code (the
"Retirement Law"), the City of El Segundo (the "City") has established three pension plans, a
Miscellaneous Plan, a Safety Police First Tier Plan, and a Safety Fire Plan, with the California
Public Employees' Retirement System ("CaIPERS"); and
SECTION 2: The Retirement Law obligates the City (a) to make annual payments to CaIPERS
to fund pension benefits for City employees who are CaIPERS members, and (b) to make annual
payments to CaIPERS to amortize the unfunded accrued actuarial liability with respect to such
pension benefits over a period not exceeding 30 years; and
SECTION 3: The obligation of the City to make such payments is evidenced by a contract
between the City and CaIPERS (collectively, as heretofore and hereafter amended, the "CaIPERS
Contract"); and
SECTION 4: As of June 30, 2019, based upon the actuarial reports of pension liability as
calculated by CaIPERS with respect to the Miscellaneous Plan, the Safety Police First Tier Plan,
and the Safety Fire Plan of the City (together, the "Actuarial Reports"), the City had an obligation
in the amount of $151,299,753 (consisting of $34,576,384 for the Miscellaneous Plan,
$61,384,985 for the Police First Tier Plan, and $55,338,384 for the Safety Fire Plan) pursuant to
the Retirement Law as an unfunded accrued actuarial liability, based on the market value of
assets; and
SECTION 5: In order to refund a portion of the CaIPERS Contract by paying all or portion of such
unfunded accrued actuarial liability, the City desires to issue taxable pension obligation bonds to
be designated the "City of El Segundo Taxable Pension Obligation Bonds," with such series and
other designations as may be approved as herein provided, in one or more series (collectively,
the "Initial Series of Bonds"), in an aggregate principal amount not to exceed the sum of (a) the
City's unfunded accrued actuarial liability under the CaIPERS Contract pursuant to the Retirement
Law as of the date of issuance of the Initial Series of Bonds ($151,299,753 as of June 30, 2019,
as set forth in the Actuarial Reports), (b) the costs of issuance of the Initial Series of Bonds
(including underwriters' discount), and (c) any original issue discount on the Initial Series of
Bonds; and
SECTION : The City desires to authorize the issuance of additional bonds (the "Additional
Bonds"), in one or more series and on one or more sales dates, payable on a parity with the Initial
Series of Bonds (the Initial Series of Bonds and any such Additional Bonds being collectively
referred to herein as the "Bonds"), for the purpose of refunding additional obligations under the
CaIPERS Contract (as of the date of issuance of such Additional Bonds) to pay to CaIPERS, to
the extent consistent with the City's then existing local debt policy, the City's annual contribution
to CaIPERS to fund pension benefits for its members and their beneficiaries and the City's
unfunded accrued actuarial liability pursuant to the Retirement Law; and
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SECTION 7: In order to provide for the authentication and delivery of the Initial Series of Bonds
and to establish and declare the terms and conditions upon which the Initial Series of Bonds and
Additional Bonds are to be issued and secured, the City proposes to enter into a Trust Agreement
with U.S. Bank National Association, as trustee (such Trust Agreement, in the form presented to
this meeting, with such changes, insertions and omissions as are made pursuant to this
Resolution, being referred to herein as the "Trust Agreement"); and
SECTION 8: There has been prepared and submitted to this meeting a form of the Trust
Agreement; and
SECTION 9: On November 3, 2020, the City adopted a Debt Management and Disclosure Policy
(the "Debt Management Policy") that complies with Government Code Section 8855(i), and the .
City's issuance of the Initial Series of Bonds as contemplated by this Resolution is in compliance
with the Debt Management Policy; and
SECTION 10: California Government Code Section 5852.1 requires that the City Council obtain
from an underwriter, financial advisor or private lender and disclose, prior to authorization of the
issuance of bonds with a term of greater than 13 months, good faith estimates of the following
information in a meeting open to the public: (a) the true interest cost of the bonds, (b) the sum of
all fees and charges paid to third parties with respect to the bonds, (c) the amount of proceeds of
the bonds expected to be received net of the fees and charges paid to third parties and any
reserves or capitalized interest paid or funded with proceeds of the bonds, and (d) the sum total
of all debt service payments on the bonds calculated to the final maturity of the bonds plus the
fees and charges paid to third parties not paid with the proceeds of the bonds; and
SECTION 11: In compliance with Government Code Section 5852.1, the City Council has
obtained from KNN Public Finance, A Limited Liability Company, as Municipal Advisor to the City,
the required good faith estimates with respect to the Initial Series of Bonds and such estimates
are disclosed and set forth on Exhibit A attached hereto;
Now, therefore, be it resolved by the City Council of the City of El Segundo, as follows:
SECTION 12: All of the recitals herein contained are true and correct and the City Council of the
City (the "City Council") so finds.
SECTION 13: The City Council hereby finds and declares that the issuance of the Initial Series
of Bonds and the Additional Bonds and the other actions contemplated hereby are in the best
interests of the City and are expected, based on investment and other assumptions, to result in
significant savings to the taxpayers of the City.
SECTION 14: The issuance of the Initial Series of Bonds, on the terms and conditions set forth
in, and subject to the limitations specified in, the Trust Agreement, is hereby authorized and
approved. The Initial Series of Bonds, in substantially the form set forth in the Trust Agreement
submitted to this meeting and made a part hereof as though set forth herein, be and the same are
hereby approved. The Initial Series of Bonds may be issued as fixed rate, current interest bonds,
may have applicable call features, authorized denominations, payment dates and other variable
items related thereto, and may have series and other designations as appropriate; provided,
however, that (a) the aggregate principal amount of the Initial Series of Bonds shall not exceed
the City's unfunded accrued actuarial liability under the CalPERS Contract pursuant to the
Retirement Law as of the date of issuance of the Initial Series of Bonds ($151,299,753 as of
June 30, 2019, as set forth in the Actuarial Reports), as determined by CalPERS, plus the
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underwriters' discount on the Initial Series of Bonds, plus any original issue discount on the Initial
Series of Bonds, plus the costs of issuance of the Initial Series of Bonds, (b) the true interest cost
to the City on the Initial Series of Bonds shall not exceed 4.00%, and (c) the Initial Series of Bonds
shall mature not later July 1, 2040 (which date is prior to the current CalPERS final amortization
of the City's unfunded accrued actuarial liability as set forth in the Actuarial Reports). The Mayor,
the City Manager, the Deputy City Manager, the Director of Finance and the City Treasurer, and
such other officers of the City as the City Manager may designate in writing (collectively, the
"Authorized Officers") are, and each of them is, hereby authorized and directed, for and in the
name of the City, to execute and deliver the Initial Series of Bonds in the form attached to the
Trust Agreement, with such changes, insertions and omissions as the Authorized Officer
executing the same may require or approve, such requirement or approval to be conclusively
evidenced by the execution of the Initial Series of Bonds by such Authorized Officer. The Initial
Series of Bonds shall constitute an obligation imposed by law, pursuant to the Constitution of the
State of California and the Retirement Law, and an obligation of the City not limited as to payment
from any special source of funds; provided, however, that the Initial Series of Bonds shall not
constitute an obligation of the City for which the City is obligated to levy or pledge any form of
taxation or for which the City has levied or pledged or will levy or pledge any form of taxation.
SECTION 15: The Trust Agreement, in substantially the form submitted to this meeting and made
a part hereof as though set forth herein, be and the same is hereby approved. The Authorized
Officers are, and each of them is, hereby authorized and directed, for and in the name of the City,
to execute and deliver the Trust Agreement, with such changes, insertions and omissions as the
Authorized Officer executing the same may require or approve, such requirement or approval to
be conclusively evidenced by the execution of the Trust Agreement by such Authorized Officer;
provided, however, that any such changes, insertions and omissions shall be consistent with the
authority, and limitations thereon, granted to the Authorized Officers in Section 14 hereof.
SECTION 16: The issuance of the Additional Bonds, on the terms and conditions set forth in, and
subject to the limitations specified in, the Trust Agreement, is hereby authorized and approved.
The Additional Bonds, in substantially the form of the Initial Series of Bonds set forth in the Trust
Agreement submitted to this meeting and made a part hereof as though set forth herein, be and
the same are hereby approved. The Additional Bonds may be issued in one or more series and
on one or more sales dates, and may be issued as fixed rate, current interest bonds, may have
applicable call features, authorized denominations, payment dates and other variable items
related thereto, and may have series and other designations as appropriate; provided, however,
that (a) the aggregate principal amount of each issuance of Additional Bonds shall not exceed, to
the extent consistent with the City's then existing local debt policy, the sum of the unpaid amount
of the City's obligation to make an annual contribution to CalPERS to fund pension benefits for its
members and their beneficiaries in the fiscal year such Additional Bonds are issued plus the
estimated unfunded accrued actuarial liability of the City to CalPERS pursuant to the Retirement
Law as of the date of issuance of such Additional Bonds, as determined by CaIPERS, plus the
underwriters' discount on such issue of Additional Bonds, plus any original issue discount on such
issue of Additional Bonds, plus the costs of issuance of such series of Additional Bonds, (b) the
true interest cost to the City on such series of Additional Bonds shall not exceed the true interest
cost of the interest rate established by CalPERS on the unfunded accrued actuarial liability of the
City, and (c) the Additional Bonds of each series shall mature not later than 30 years from the
date of issuance thereof. The Authorized Officers are, and each of them is, hereby authorized
and directed, for and in the name of the City, to execute and deliver the Additional Bonds in
substantially the form of the Initial Series of Bonds set forth in the Trust Agreement, with such
changes, insertions and omissions as the Authorized Officer executing the same may require or
approve, such requirement or approval to be conclusively evidenced by the execution of the
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Additional Bonds by such Authorized Officer. The Additional Bonds shall constitute an obligation
imposed by law, pursuant to the Constitution of the State of California and the Retirement Law,
and an obligation of the City not limited as to payment from any special source of funds; provided,
however, that the Additional Bonds shall not constitute an obligation of the City for which the City
is obligated to levy or pledge any form of taxation or for which the City has levied or pledged or
will levy or pledge any form of taxation.
SECTION 1 7: The Authorized Officers are, and each of them is, authorized and directed, for and
in the name of the City, to do any and all things, including bringing a validation action under
Section 860 of the California Code of Civil Procedure, and to execute and deliver any and all
documents which they or any of them deem necessary or advisable in order to consummate the
transactions contemplated by this Resolution and otherwise to carry out, give effect to and comply
with the terms and intent of this Resolution.
SECTION 1 : With the passage of this Resolution, the City Council hereby certifies that the Debt
Management Policy complies with Government Code Section 8855(i) and that the Initial Series of
Bonds authorized to be issued pursuant to this Resolution is consistent with such policy, and
instructs Orrick, Herrington & Sutcliffe LLP, as Bond Counsel, on behalf of the City, with respect
to the Initial Series of Bonds to be issued pursuant to this Resolution and the Trust Agreement,
(a) to cause notices of the proposed sale and final sale of the Initial Series of Bonds to be filed in
a timely manner with the California Debt and Investment Advisory Commission pursuant to
Government Code Section 8855, and (b) to check, on behalf of the City, the "Yes" box relating to
such certifications in the notice of proposed sale filed pursuant to Government Code Section
8855.
SECTION 1 g: The Authorized Officers are, and each of them is, authorized to apply for a
Municipal Bond Insurance Policy for the Initial Series of Bonds and for any Additional Bonds and
to obtain such insurance if the present value cost of such insurance is less than the present value,
respectively, of the estimated interest savings with respect to the Initial Series of Bonds and such
Additional Bonds.
SECTION 20: The appointment of KNN Public Finance, A Limited Liability Company, as
Municipal Advisor to the City for the Initial Series of Bonds, Orrick, Herrington & Sutcliffe LLP, as
Bond Counsel to the City for the Initial Series of Bonds, Stradling Yocca Carlson & Rauth, a
Professional Corporation, as Disclosure Counsel to the City for the Initial Series of Bonds, J.P.
Morgan Securities LLC and Stifel, Nicolaus & Company, Incorporated, as Underwriters for the
Initial Series of Bonds, and U.S. Bank National Association, as Trustee under the Trust
Agreement, is hereby approved.
SECTION 21: All actions heretofore taken by the officers, employees and agents of the City with
respect to the financings set forth above are hereby approved, confirmed and ratified.
SECTION 22: The City Council hereby approves the execution and delivery of any and all
agreements, documents, certificates and instruments referred to herein with electronic signatures
as may be permitted under the California Uniform Electronic Transactions Act and digital
signatures as may be permitted under Section 16.5 of the Government Code using DocuSign.
SECTION 2: The City Clerk is directed to certify the adoption of this Resolution; record this
Resolution in the book of the City's original resolutions, and make a minute of this adoption of the
Resolution in the City Council's records and minutes of this meeting.
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SECTION 24: This Resolution will become effective immediately upon adoption.
PASSED AND ADOPTED RESOLUTION No. 5246 on this 19th day of January, 2021.
Drew Boyles, Mayor
ATTEST:
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Tr� y wear, City%01er1
APPROVED AS TO FORM:
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Mark D. Hensley, City kitchey
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CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO )
I, Tracy Weaver, City Clerk of the City of El Segundo, California, do hereby certify that the whole
number of members of the City Council of said City is five; that the foregoing Resolution No. 5246
was duly passed, approved and adopted by said City Council, approved and signed by the Mayor
of said City, and attested to by the City Clerk of said City, all at a regular meeting of said Council
held on the 191h day of January, 2021, and the same was so passed and adopted by the following
roll call vote:
AYES: Mayor Boyles, Mayor Pro Tern Pimentel, Council Member Pirsztuk, Council
Member Nicol and Council Member Giroux
NOES: None
ABSENT: None
ABSTAIN: None
NOT PARTICIPATING: None
WITNESS MY HAND THE OFFICIAL SEAL OF SAID CITY this day of February, 2021.
.,.-,-Tracy "heaver„Clay d erk-,.
of the City, of El! Segundo,
California
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EXHIBIT A
GOOD FAITH ESTIMATES
The good faith estimates set forth herein are provided with respect to the Initial Series of
Bonds in compliance with Section 5852.1 of the California Government Code. Such good faith
estimates have been provided to the City by KNN Public Finance, A Limited Liability Company,
the City's financial advisor and municipal advisor under Section 15B of the Securities Exchange
Act of 1934 (the "Municipal Advisor").
Principal Amount. The Municipal Advisor has informed the City that, based on the City's
financing plan and based on market conditions prevailing at the time of preparation of such
estimate, its good faith estimate of the aggregate principal amount of the Initial Series of Bonds
to be sold in a public offering is $152,280,000 (the "Estimated Principal Amount").
True Interest Cost of the Initial Series of Bonds. The Municipal Advisor has informed
the City that, assuming that the Estimated Principal Amount of the Initial Series of Bonds is sold,
and based on market conditions prevailing at the time of preparation of such estimate, its good
faith estimate of the true interest cost of the Initial Series of Bonds, which means the rate
necessary to discount the amounts payable on the respective principal and interest payment
dates to the purchase price received for the Initial Series of Bonds, is 2.73%.
Finance Charge of the Initial Series of Bonds. The Municipal Advisor has informed the
City that, assuming that the Estimated Principal Amount of the Initial Series of Bonds is sold, and
based on market conditions prevailing at the time of preparation of such estimate, its good faith
estimate of the finance charge for the Initial Series of Bonds, which means the surd of all fees and
charges paid to third parties (or costs associated with the Initial Series of Bonds), is $616,752.
Amount of Proceeds to be Received. The Municipal Advisor has informed the City that,
assuming that the Estimated Principal Amount, of the Initial Series of Bonds is sold, and based on.
market conditions prevailing at the time of preparation of such estimate, its good faith estimate of
the amount of proceeds expected to be received by the City for sale of the Initial Series of Bonds,
less the finance charge of the Initial Series of Bonds, as estimated above, and any reserves or
capitalized interest paid or funded with proceeds of the Initial Series of Bonds, is $151,663,248.
Total Payment Amount. The Municipal Advisor has informed the City that, assuming
that the Estimated Principal Amount of the Initial Series of Bonds is sold, and based on market
conditions prevailing at the time of preparation of such estimate, its good faith estimate of the total
payment amount, which means the sum total of all payments the City will make to pay debt service
on the Initial Series of Bonds, plus the estimated finance charge for the Initial Series of Bonds, as
described above, not paid with the proceeds of the Initial Series of Bonds, calculated to the final
maturity of the Initial Series of Bonds, is $196,361,689.
The foregoing estimates constitute good faith estimates only and are based on market
conditions prevailing at the time of preparation of such estimates. The actual principal amount of
the Initial Series of Bonds issued and sold, the true interest cost thereof, the finance charges
thereof, the amount of proceeds received therefrom and total payment amount with respect
thereto may differ from such good faith estimates for a variety of reasons, including, without
limitation, due to (a) the market conditions prevailing on the actual date of the sale of the Initial
Series of Bonds being different than the market conditions prevailing at the time of preparation of
the estimates contained herein, (b) the actual principal amount of Initial Series of Bonds sold
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Agreement No. 6085
being different from the Estimated Principal Amount, (c) the actual amortization of the Initial Series
of Bonds being different than the amortization assumed for purposes preparing the estimates
contained herein, (d) the actual interest rates at which the Initial Series of Bonds are sold being
different than those estimated for purposes of preparing the estimates contained herein, (e) other
market conditions, or (f) alterations in the City's financing plan or changes to the City's unfunded
accrued actuarial liability under the CalPERS Contract, or a combination of such factors. The
actual date of sale of the Initial Series of Bonds and the actual principal amount of Initial Series
of Bonds sold will be determined by the City based on various factors. The actual interest rates
borne by the Initial Series of Bonds will depend on market conditions at the time of sale thereof.
The actual amortization of the Initial Series of Bonds will also depend, in part, on market conditions
at the time of sale thereof. Market conditions, including, without limitation, interest rates are
affected by economic and other factors beyond the control of the City and the Municipal Advisor.
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$144,135,000
CITY OF EL SEGUNDO
(LOS ANGELES COUNTY, CALIFORNIA)
TAXABLE PENSION OBLIGATION BONDS, SERIES 2021
CERTIFICATE REGARDING CITY COUNCIL RESOLUTION NO. 5260
Dated: June 9, 2021
The undersigned hereby states and certifies:
(a) that the undersigned is the duly appointed, qualified and acting City Clerk of the
City of El Segundo, a general law city and municipal corporation organized and existing under the
Constitution and the laws of the State of California (the "City"), and, as such, is familiar with the
facts herein certified and is authorized and qualified to certify the same;
(b) that attached here to is a full, true and correct copy of Resolution No. 5260 entitled
"A Resolution of the City Council of the City of El Segundo Authorizing the Sale of Taxable
Pension Obligation Bonds to Refund a Portion of the City's Obligation to the California Public
Employees' Retirement System, and Authorizing the Execution and Delivery of a Bond Purchase
Contract and a Continuing Disclosure Certificate and the Preparation of an Official Statement and
Other Matters Related Thereto," adopted by the City Council of the City on May 18, 2021 (the
"Resolution");
(c) that the Resolution has not been amended, modified, rescinded or revoked since the
date of its adoption and remains in full force and effect as of the date of this Certificate (the
"Certificate");
(d) that pursuant to the Resolution, the City Council of the City approved the execution
and delivery of any and all agreements, documents, certificates and instruments referred to therein
with electronic signatures as may be permitted under the California Uniform Electronic
Transactions Act and digital signatures as may be permitted under Section 16.5 of the California
Government Code using DocuSign;
(e) that the undersigned agrees and acknowledges that it is the undersigned's intent
(i) that, by signing this Certificate using an electronic signature, the undersigned is signing,
adopting and accepting this Certificate, and (ii) that signing this Certificate using an electronic
signature is the legal equivalent of having placed the undersigned's handwritten signature on this
Certificate on paper; and
(f) that the undersigned further acknowledges that the undersigned is being provided
with an electronic or paper copy of this Certificate in a usable format.
E- CYaa�cu8fipnmd my.
B89D .43Ar7A64W
Tracy Weaver, City Clerk
of the City of El Segundo
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DocuSign Envelope ID: 33CCO08F-2965-488D-A683-E29COEDC58B2 Agreement No. 6085
RESOLUTION NO. 5260
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EL SEGUNDO
AUTHORIZING THE SALE OF TAXABLE PENSION OBLIGATION BONDS TO
REFUND A PORTION OF THE CITY'S OBLIGATION TO THE CALIFORNIA
PUBLIC EMPLOYEES' RETIREMENT SYSTEM, AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT AND A
CONTINUING DISCLOSURE CERTIFICATE AND THE PREPARATION OF AN
OFFICIAL STATEMENT AND OTHER MATTERS RELATED THERETO
SECTION 1: The City of El Segundo (the "City") is obligated by the Public Employees' Retirement
Law, Section 20000 et seq. of the California Government Code (the "Retirement Law"), to make
payments to the California Public Employees' Retirement System ("CaIPERS") relating to pension
benefits accruing to City employees who are CaIPERS members; and
SECTION 2: The City has entered into a contract with CaIPERS with respect to the City's
Miscellaneous Plan (the "Miscellaneous Plan"), the City's Safety Police First Tier Plan (the "Safety
Police First Tier Plan") and the City's Safety Fire Plan (the "Safety Fire Plan"), effective January
1,1949, and witnessed December 21, 1948, and as amended effective June 1, 1956, January 2,
1969, March 5, 1969, November 1, 1973, January 1, 1978, July 1, 1979, October 1, 1981, January
1, 1984, December 1, 1985, May 7, 1987, February 4, 1988, July 1, 1989, July 5, 1991 and June
9, 1994, and as heretofore and hereafter amended from time to time (the "CaIPERS Contract"),
evidencing the City's obligation to pay the City's unfunded accrued actuarial liability and its normal
annual contribution to CaIPERS; and
SECTION 3: The City is authorized pursuant to Articles 10 and 11 (commencing with Section
53570) of Chapter 3 of Division 2 of Title 5 of the California Government Code to issue refunding
bonds for the purpose of refunding any evidence of indebtedness of the City; and
SECTION 4: As of June 30, 2019, based upon the actuarial reports of pension liability as
calculated by CaIPERS with respect to the Miscellaneous Plan, the Safety Police First Tier Plan
and the Safety Fire Plan of the City (collectively, the "Actuarial Reports"), the City had an
obligation in the amount of $151,299,753 (consisting of $34,576,384 for the Miscellaneous Plan,
$61,384,985 for the Police First Tier Plan, and $55,338,384 for the Safety Fire Plan) pursuant to
the CaIPERS Contract and the Retirement Law as an unfunded accrued actuarial liability; and
SECTION 5: The City desires to issue, and the City Council has pursuant to Resolution No. 5246
entitled "Resolution Of The City Of El Segundo, California Providing For The Issuance Of One Or
More Series Of City Of El Segundo Taxable Pension Obligation Bonds And Authorizing A Trust
Agreement, A Validation Action And Other Matters Relating Thereto" adopted on January 19,
2021 (the "Initial Resolution"), authorized the issuance of, its City of El Segundo (Los Angeles
County, California) Taxable Pension Obligation Bonds, Series 2021 (the "Series 2021 Bonds") in
an aggregate principal amount not exceeding the sum of (a) the City's unfunded accrued actuarial
liability with respect to the Miscellaneous Plan, the Safety Police First Tier Plan and the Safety
Fire Plan of the City under the CaIPERS Contract pursuant to the Retirement Law as of the date
of issuance of the Series 2021 Bonds as determined by CaIPERS, (b) any original issue discount
on the Series 2021 Bonds, and (c) the costs of issuance of the Series 2021 Bonds (including
underwriters' discount on the Series 2021 Bonds), for the purpose of refunding a portion of the
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City's unfunded accrued actuarial liability for City employees under the CalPERS Contract and
the Retirement Law and thereby providing funds to CalPERS for investment; and
SECTION 6: CalPERS estimates that that the City's unfunded accrued actuarial liability for City
employees with respect to the Miscellaneous Plan, the Safety Police First Tier Plan and the Safety
Fire Plan of the City under the CalPERS Contract and the Retirement Law will be an amount at
least equal to $151,074,420 as of the date of issuance of the Series 2021 Bonds; and
SECTION 7: In order to provide for the authentication and delivery of the Series 2021 Bonds, to
establish and declare the terms and conditions upon which the Series 2021 Bonds are to be
issued and secured and to secure the payment of the principal thereof, premium, if any, and
interest thereon, the City proposes to enter into a Trust Agreement with U.S. Bank National
Association, as trustee (the "Trustee") (the "Trust Agreement"), and the City Council, pursuant to
the Initial Resolution, has approved the form of the Trust Agreement and authorized the Mayor of
the City, and such other member of the City Council as the Mayor may designate, the City
Manager, the Deputy City Manager and the Director of Finance of the City, and such other officers
of the City as the City Manager may designate (collectively, the "Authorized Officers"), for and in
the name of the City, to execute and deliver the Trust Agreement, with such changes, insertions
and omissions as the Authorized Officer executing the same may require or approve, such
requirement or approval to be conclusively evidenced by the execution of the Trust Agreement
by such Authorized Officer, subject to the provisions of the Initial Resolution; and
SECTION 8: The City Council, in the Initial Resolution, authorized and directed the Authorized
Officers, and each of them, for and in the name of the City, to bring a validation action under
Section 860 of the California Code of Civil Procedure seeking a judgment determining, among
other things, that the Series 2021 Bonds and the Trust Agreement will be valid, legal and binding
obligations of the City; and
SECTION 9: On April 12, 2021, a default judgment (the "Validation Judgment") was entered by
the Superior Court of the State of California for the County of Los Angeles in the case entitled
City of EI Segundo v. All Persons Interested et al. (Case No. 21TRCV00070); and
SECTION10: J.P. Morgan Securities, LLC, as representative of itself and Stifel, Nicolaus &
Company, Inc (together, the "Underwriters"), has presented the City with a proposal, in the form
of a Bond Purchase Contract, to purchase the Series 2021 Bonds (such Bond Purchase Contract,
in the form presented to this meeting, with such changes, insertions and omissions as are made
pursuant to this Resolution, being referred to herein as the "Purchase Contract"); and
SECTION 11: Rule 15c2-12 promulgated underthe Securities Exchange Act of 1934 ("Rule 15c2-
12") requires that, in order to be able to purchase or sell the Series 2021 Bonds, the Underwriters
must have reasonably determined that an obligated person has undertaken in a written agreement
or contract for the benefit of the holders of the Series 2021 Bonds to provide disclosure of certain
financial information and certain enumerated events on an ongoing basis; and
SECTION 12: In order to cause such requirement to be satisfied, the City desires to enter into a
Continuing Disclosure Certificate (such Continuing Disclosure Certificate, in the form presented
to this meeting, with such changes, insertions and omissions as are made pursuant to this
Resolution, being referred to herein as the "Continuing Disclosure Certificate"); and
SECTION 13: There has been prepared a Preliminary Official Statement to be distributed in
connection with the public offering of the Series 2021 Bonds (such Preliminary Official Statement
2
4140-3351-3773.4
DocuSign Envelope ID: 33CCO08F-2965-488D-A683-E29COEDC58B2
Agreement No. 6085
in the form presented to this meeting, with such changes, insertions and omissions as are made
pursuant to this Resolution, being referred to herein as the "Preliminary Official Statement"); and
SECTION1 : There has been prepared and submitted to this meeting a form of the Purchase
Contract, the Continuing Disclosure Certificate and the Preliminary Official Statement; and
SECTION 15: 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 refunding of a portion of the City's unfunded accrued actuarial liability for
City employees under the CalPERS Contract and the Retirement Law 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 refunding 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 El Segundo, as follows:
SECTION 16: All of the recitals herein contained are true and correct and the City Council of the
City (the "City Council") so finds.
SECTION 17: The City Council hereby finds and declares that the issuance of the Series 2021
Bonds to refund a portion of the City's unfunded accrued actuarial liability for City employees
under the CalPERS Contract and the Retirement Law and the other actions contemplated hereby
are in the best interests of the City and are expected, based on investment and other assumptions,
to result in significant savings to the taxpayers of the City.
SECTION 18: The Purchase Contract, in substantially the form submitted to this meeting and
made a part hereof as though set forth herein, be and the same is hereby approved. The
Authorized Officers are, and each of them is, hereby authorized and directed, for and in the name
of the City, to execute and deliver the Purchase Contract, with such changes, insertions and
omissions as the Authorized Officer executing the same may require or approve, such
requirement or approval to be conclusively evidenced by the execution of the Purchase Contract
by such Authorized Officer; provided, however, that, the aggregate underwriters' discount from
the principal amount of the Series 2021 Bonds shall not exceed $325,000.
SECTION 10: The Continuing Disclosure Certificate, in substantially the form submitted to this
meeting and made a part hereof as though set forth herein, be and the same is hereby approved.
The Authorized Officers are, and each of them is, hereby authorized and directed, for and in the
name of the City, to execute and deliver the Continuing Disclosure Certificate, with such changes,
insertions and omissions as the Authorized Officer executing the same may require or approve,
such requirement or approval to be conclusively evidenced by the execution of the Continuing
Disclosure Certificate by such Authorized Officer.
SECTION 20: The Preliminary Official Statement, in substantially the form presented to this
meeting and made a part hereof as though set forth in full herein, with such changes therein as
may be approved by an Authorized Officer, be and the same is hereby approved, and the use of
the Preliminary Official Statement in connection with the offering and sale of the Series 2021
Bonds is hereby authorized and approved. The Authorized Officers are, and each of them is,
hereby authorized and directed, for and in the name of the City, to certify to the Underwriters that
the Preliminary Official Statement has been "deemed final" for purposes of Rule 15c2-12.
3
4140-3351-3773.4
DocuSign Envelope ID: 33CC008F-2965-488D-A683-E29COEDC58B2
Agreement No. 6085
SECTION 21: The preparation and delivery of a final Official Statement (the "Official Statement"),
and its use in connection with the offering and sale of the Series 2021 Bonds, be and the same
is hereby authorized and approved. The Official Statement shall be in substantially the form of
the Preliminary Official Statement with such changes, insertions and omissions as may be
approved by an Authorized Officer, such approval to be conclusively evidenced by the execution
and delivery thereof. The Authorized Officers are, and each of them is, hereby authorized and
directed to execute the final Official Statement, and any amendment or supplement thereto, for
and in the name of the City.
SECTION 22: The Authorized Officers are, and each of them hereby is, authorized and directed
to execute and deliver any and all agreements, documents, certificates and instruments and to
do and cause to be done any and all acts and things which they or any of them deem necessary
or advisable in order to carry out the issuance of the Series 2021 Bonds and to consummate the
transactions contemplated by the Trust Agreement, the Purchase Contract, the Continuing
Disclosure Certificate, the Official Statement, the Initial Resolution and this Resolution.
SECTION 23: The City Council hereby approves the execution and delivery of any and all
agreements, documents, certificates and instruments referred to herein with electronic signatures
as may be permitted under the California Uniform Electronic Transactions Act and digital
signatures as may be permitted under Section 16.5 of the Government Code using DocuSign.
SECTION 24: All actions heretofore taken by the officers and employees of the City with respect
to the issuance and sale of the Series 2021 Bonds, or in connection with or related to any of the
agreements, documents, certificates or instruments referenced herein, are hereby approved,
confirmed and ratified.
SECTION 25: This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED RESOLUTION NO. 5260 on this 18th day of May, 2021.
Drew idyl , Mayor
ATTEST:
(-MOLM90
Tracy Weav City Clerk
APPROVED AS TO FORM..
7'
Mark D. Hensley 1y ttorney
4
4140-3351-3773A
DocuSign Envelope ID: 33CC008F-2965-488D-A683-E29COEDC5882
Agreement No. 6085
CERTIFICATION
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS
CITY OF EL SEGUNDO )
I, Tracy Weaver, City Clerk of the City of El Segundo, California, do hereby certify that the whole
number of members of the City Council of said City is five; that the foregoing Resolution No. 5260
was duly passed, approved and adopted by said City Council, approved and signed by the Mayor
of said City, and attested to by the City Clerk of said City, all at a regular meeting of said Council
held on the 18th day of May, 2021, and the same was so passed and adopted by the following
roll call vote:
AYES: Mayor Boyles, Mayor Pro Tern Pimentel, Council Member Pirsztuk, Council Member Nicol,
Council Member Giroux
NOES:
ABSENT:
ABSTAIN:
NOT PARTICIPATING:
ATTEST:
0&94-6—&�
Tracy Weav , City Clerk
4140-3351-3773.4
DocuSign Envelope ID: 33CCO08F-2965-488D-A683-E29COEDC58B2 Agreement No. 6085
$144,135,000
CITY OF EL SEGUNDO
(LOS ANGELES COUNTY, CALIFORNIA)
TAXABLE PENSION OBLIGATION BONDS, SERIES 2021
WRITTEN REQUEST NO. 1
FOR DISBURSEMENTS FROM COSTS OF ISSUANCE FUND
Dated: June 9, 2021
The City of E1 Segundo, a general law city and municipal corporation organized and
existing under the Constitution and the laws of the State of California (the "City"), hereby states
and certifies:
(a) that the undersigned, Joseph Lillio, is the duly appointed, qualified and acting Chief
Financial Officer of the City, and, as such, is an "Authorized Officer" as such term is defined in
the Trust Agreement, dated as of June 1, 2021 (the "Trust Agreement"), by and between the City
and U.S. Bank National Association, as trustee (the "Trustee"), and, as such, is familiar with the
facts herein certified and is authorized and qualified to certify the same;
(b) that the Trustee is hereby requested to disburse from the Costs of Issuance Fund,
established pursuant to Section 2.03(b) of the Trust Agreement, to the payees set forth on Exhibit
A attached hereto and by this reference incorporated herein, the amount set forth on Exhibit A
opposite each such payee, for the purpose for which the obligation was incurred and that such
payment of such costs incurred for the purposes identified on said Exhibit A;
(c) that each such payment is a proper charge against the Costs of Issuance Fund;
(d) that each such amount has not been the subject of a prior disbursement from the
Costs of Issuance Fund; _
(e) that pursuant to Resolution No. 5260, adopted by the City Council of the City on
May 18, 2021 (the "Resolution"), the City Council of the City approved the execution and delivery
of any and all agreements, documents, certificates and instruments referred to therein with
electronic signatures as may be permitted under the California Uniform Electronic Transactions
Act and digital signatures as may be permitted under Section 16.5 of the California Government
Code using DocuSign;
(f) that the undersigned agrees and acknowledges that it is the undersigned's intent
(i) that, by signing this Certificate using an electronic signature, the undersigned is signing,
adopting and accepting this Certificate, and (ii) that signing this Certificate using an electronic
signature is the legal equivalent of having placed the undersigned officer's handwritten signature
on this Certificate on paper; and
(g) that the undersigned acknowledges that the undersigned is being provided with an
electronic or paper copy of this Certificate in a usable format.
4142-4607-5437 5
�11! KIP
Agreement No. 6085
Capitalized undefined terms used herein have the meanings ascribed thereto in the Trust
Agreement.
CITY OF EL SEGUNDO
M.
2
4142-4607-5437 5
Joseph Lillio,
Chief Financial Officer
DocuSign Envelope ID: 33CC008F-2965-488D-A683-E29COEDC58B2 Agreement No. 6085
EXHIBIT A
COSTS OF ISSUANCE FUND DISBURSEMENTS
Ilayee Nanne and Address 1'�ose of OW4)afion Amount*
Orrick, Herrington & Sutcliffe Payment for professional services $70,000.00
LLP rendered as bond counsel, and
validation proceedings and
expenses related thereto
Stradling Yocca Carlson & Rauth, Payment for professional services 45,000.00
a Professional Corporation rendered as disclosure counsel
KNN Public Finance Municipal Advisor fees and 81,464.23
expenses
S&P Global Ratings Rating Agency Fee 86,500.00
ImageMaster Printing of the Preliminary Official 1,750.00
Statement and Official Statement
U.S. Bank National Association Trustee Fees, including counsel 3,200.00
fees
Digipulse Credit/Investor Video Production 9,750.00
*Not -to -exceed amount.
A-1
4142-4607-5437.5
Agreement No. 6085
DocuSign
Certificate Of Completion
Envelope Id: 33CC008F2965488DA683E29COEDC58B2 Status: Delivered
Subject: Please DocuSign: El Segundo Taxable Pension Obligation Bonds, Series 2021 - Closing Documents Pt, 2
Source Envelope:
Document Pages: 19 Signatures: 2 Envelope Originator:
Certificate Pages: 3 Initials: 0 Daphne Chu
AutoNav: Enabled dchu@orrick.com
Envelopeld Stamping: Enabled IP Address: 38.98.0.186
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original Holder: Daphne Chu Location: DocuSign
6/7/2021 10:38:55 AM dchu@orrick,com
Signer Events Signature Timestamp
Joseph Lillio Sent: 6/7/2021 5:01:06 PM
jlillio@elsegundo.org Viewed: 6/7/2021 6:13:12 PM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 6/7/2021 6:13:12 PM
ID:bdddd9ae-8e5d-4821-8531-6e7532fe8241
G1[��
d O
Tracy Weaver Sent: 6/7/2021 5:01:06 PM
TWEAVER@ELSEGUNDO.ORG ",,,fA Viewed: 6/7/2021 5:06:30 PM
Security Level: Email, Account Authentication gfP9 MSAr TA04M Signed: 6/7/2021 5:09:16 PM
(None)
Signature Adoption: Pre -selected Style
Using IP Address: 70 93.247.91
Signed using mobile
Electronic Record and Signature Disclosure:
Accepted: 6/7/2021 5:06:30 PM
ID:6c7a63a1-5c9c-4bb8-8ac0-36e450efed2a
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Larry Lom Con Sent: 6/7/2021 5:01:07 PM
Ilom@knninc.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Laura Gao PI Sent: 6/7/2021 5:01:06 PM
Igao@orrick.com
Project Manager
Orrick - Public Finance
Security Level: Email, Account Authentication
(None)
Agreement No. 6085
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mark D. Hensley Sent: 6/7/2021 5:01:06 PM
mhensley@hensleylawgroup.com Viewed: 6/7/2021 5:01:52 PM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mona Shilling Sent: 6/7/2021 5:01:07 PM
MShilling@elsegundo,org COPIED
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Vicky Cao Sent: 6/7/2021 5:01:06 PM
wcao@elseg undo, org
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/7/2021 5:01:07 PM
Certified Delivered Security Checked 6/7/2021 5:06:30 PM
Signing Complete Security Checked 6/7/2021 5:09:16 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 7/29/2020 11:33:10 AM Agreement No. 6085
Parties agreed to: Joseph Lillio, Tracy Weaver
ELECTRONIC SIGNATURE CONSENT AND DISCLOSURE
• I can access and read this ELECTRONIC SIGNATURE CONSENT AND
DISCLOSURE document.
• I can print on paper this ELECTRONIC SIGNATURE CONSENT AND DISCLOSURE
or save or send it to a place where I can print it for future reference and access.
I agree that the transaction consisting of the agreements to which this ELECTRONIC
SIGNATURE AND DISCLOSURE relates may be conducted by electronic means.
• I agree and acknowledge that it is my intent, that by signing each related agreement using
an electronic signature, I am signing, adopting, and accepting each related agreement and
that signing each related agreement using an electronic signature is the legal equivalent of
having placed my handwritten signature on each related agreement on paper.
• I acknowledge that I am being provided with an electronic or paper copy of each related
agreement in a usable format.
• I agree that each related agreement and each of my signature pages may be stored by
DocuSign, Inc. or Orrick, Herrington, & Sutcliffe LLP in a cloud -based computer storage
system, and acknowledge that the security of cloud -based computer storage systems
cannot be guaranteed.
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086
Agreement No. 6085
TRUST AGREEMENT
by and between
CITY OF EL SEGUNDO
and
U.S. BANK NATIONAL ASSOCIATION
as Trustee
Dated as of June 1, 2021
City of E1 Segundo
(Los Angeles County, California)
Taxable Pension Obligation Bonds
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
Page
ARTICLE I
DEFINITIONS; EQUAL SECURITY,,,,,,,,,,,,,,, ......... ......... ................._ .....__2
Section 1.01
Definitions .,____ ..._ . ......... ......... ......... ......... .. ...... ...._., ,.,,...,.,....„......2
Section 1.02
Trust Agreement Constitutes Contract,....,.,,,„ . ...... ........ ................. .......... ........ __.,.
_8
ARTICLE II
GENERAL BOND PROVISIONS; SERIES 2021 BONDS., ... ......
9
Section 2.01
Nature of Obligation under Bonds ............................. ....... ...,.,....,.......
9
Section 2.02
Authorization and Terms of the Series 2021 Bonds ..................... _ .............. ,.......
,.,.,9
Section 2.03
Procedure for the Issuance of Series 2021 Bonds; Application of Series 2021
BondProceeds............ ........... _.............................. ....... ........ ......... ,,, ,,.....,,.,.
_ 10
Section 2.04
Form of Bonds.... .,... ................ ......10
Section2.05
Execution of Bonds .................. .............. ............................................................„......
I I
Section 2.06
Transfer of Bonds ,,,.„,,,,,,,,,,,,,,, ,__...„ ...,.,,,. .......... ,..,,... ....,.... ........, ....,„...
I I
Section 2.07
Exchange of Bonds.............. ..... ..................... ,...... ........, .........
11
Section 2.08
Bond Registration Books ............................... .......................... ................. .................
I I
Section 2.09
Mutilated, Destroyed, Stolen or Lost Bonds ............................ ............. ......... .......,...
12
Section 2.10
Temporary Bonds ....................... ........ ........
12
Section 2.11
Book -Entry System for the Series 2021 Bonds..._.. ...M..... .......... ......... ........12
Section 2.12
Validity of Bonds ......... ......... ............... .,. ,.. ...., .....,
14
ARTICLE III
REDEMPTION OF SERIES 2021 BONDS..,.„................................._—........,,...,....,14
Section 3.01
Redemption of Series 2021 Bonds .,....,, ..................14
Section 3.02
Selection of Series 2021 Bonds for Redemption...... ........
15
Section 3.03
Notice of Redemption ............. ......... .__... .,,...,..
16
ARTICLE IV
ADDITIONAL BONDS,,,,,,,.,..,,,,., ... _ ............... ..._......... ,,.... ...,..... ,...,..., ,......,,17
Section 4.01
Conditions for the Issuance of Additional Bonds ..................... „ _...... .......... ..,,......,.17
Section 4.02
Procedure for the Issuance of Additional Bonds.......................................................18
ARTICLE V PLEDGE; FUNDS ......... ......... ......... ...„..,,. .....,,,. ......... ,.. ......, .......19
Section 5.01 Pledge of Amounts in Bond Fund .... .........,,....,......,..................................... ,...,.,....... 19
Section 5.02 Bond Fund ......... .................. ,..., ......,,. ..,.„.,, .,,....... _................. 19
Section 5.03 Redemption Fund ....... ......... ......... ......... _....... ,.,........ ................_ 19
41.52-5857-97.54 6
oocuoignEnvelope ID: oCaroEos-41Agreement No. 6085
TABLE OF CONTENTS
Section 5.04
Deposit and Investments ufMoney iu................ .—.l9
ARTICLE VI
COVENANTS 0FTHE CITY .......... —........... ............ ........ .......... .... ___ ...
20
Seoboo6.O|
Punctual Payment and ....... _-........... .......... _..2O
Scction6.02
Extension ofPayment ofBonds ....... ........... ......... ..--_-.--_—_—__---.20
8octkxnh1B
Additional Debt ......................... ...... —_—._—____—'.................... _---..2U
Section 6.04
Power tnIssue Bonds .................... ...... -.-'__—_—_---_--_...............
20
Soohon6.O5
Accounting Records and Reports ......... _-_....... ._—_--------_—_-.........
2O
Seutionh.O6
Prosecution and Defense ofSuits .... ---------_—_—............. .............. ....
-20
Section 687
Continuing Disclosure ............................................ ---_--.—.......... ....... ..........
%|
Section 688
Waiver ofLaws .................. —_—.—_'.................... __—_—__-'—..........
2l
A�lTlCLBVIl
THE TRUSTEE ......................... _-_--__—................................. ._..... _-2|
8euboo7]3l
The Trustee .............................. ........ '--''-__--_—....... ......................... ..2l
Seotkm7.O2
Liability mfTrum*ee-----......................... _......... —....... —_--_—....... ......
22
Section 71D
Compensationand Indemnification ofTrustee .............. --_.___-_—........
23
ARTlCL2VID
AMENDMENT 0FTHE TRUST AGREEMENT .................... ---_--_--...
24
8uuton8.Ol
Amendment ofthe Trust Agreemeot----.................. -__-----------24
Section 8.02
DisqualifiedBonds ............................... —__--__--_-_—_—........... ...... _.25
Scctiou0.O3
Endorsement orReplacement ofBonds After Amcodmont_—................ ...... —..25
Section 8.04
Amendment hyMutual Consent ......... ............. ~~................ —_—_-----... -25
Qcoboo8.O5
Attocuoy`uUobdoo Regarding Supplemental Trust Agreements ......... —_--.........
25
ARTICLE IX
EVENTS QPDEFAULT AND REMEDIES .................... .... --_—_—_----25
SeodonV8l
Events ofDefault ........................ ------_---.............. —...... —... --_--25
Bexdonq.02
Institution ofLegal bvthe Trustee; Remedies ......................................
26
Seotkon918
Application ofFunds After Default ... __--'--_._-'_._—........................ .... -20
Section 9.O4
Non'Waiver--_..... ............... ........ —____—_._-............... ......... ..... —_-2d
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
TABLE OF CONTENTS
(continued)
Page
Section 9.06
Limitation on Owners' Right to Sue ........... ........--- ............................ 27
Section 9.07
Absolute Obligation of City .......... .........
27
ARTICLEX
DEFEASANCE.........................................................................................................27
Section 10.01
Discharge of Bonds..................................................................................................27
Section 10.02
Unclaimed Money ................................. ......... ......... ......... ..........
......... .........28
ARTICLE XI
MISCELLANEOUS .................. ................ ................ .............
....... ........28
Section 11.01
Benefits of the Trust Agreement Limited to Parties ............. ................
,.,.................. 28
Section 11.02
Successor Is Deemed Included in All References to Predecessor
.............................28
Section 11.03
Execution of Documents by Owners ..... ......... .........
.. ....... .......29
Section 11.04
Waiver of Personal Liability.....................................................................................29
Section 11.05
Acquisition of Bonds by City....................—........,....,..,,...........,,...........,..,.......,......29
Section 11.06
Destruction of Cancelled Bonds................................................................................29
Section 11.07
Notice to Owners.......,..,
.... .........29
Section 11.08
Content of Certificates...............................................................................................29
Section 11.09
Accounts and Funds; Business Days.. ................................. ........
........ - 3 0
Section IL 10
Notices ........................... ......... .........
...30
Section 1 1.11
Article and Section Headings and References...........................................................30
Section 11.12
Partial Invalidity, ......... ,
.........30
Section 11.13
Execution in Several Counterparts.... .......... ......... ......... ........
......... .......31
Section 11.14
Electronic Signature...................................................................................................31
Section 11.15
Governing Law .................. ............. ......... ...........................
...................32
EXHIBIT A FORM OF SERIES 2021 BOND ...... .................................................................
...... .... .A-1
-iii-
4152..5857.-9754,6
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
TRUST AGREEMENT
THIS TRUST AGREEMENT (this "Trust Agreement"), dated as of June 1, 2021, by and between
the CITY OF EL SEGUNDO (the "City"), a municipal corporation and general law city duly organized and
existing under and by virtue of the Constitution and laws of the State of California, and U.S. BANK
NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the
United States of America, as trustee (the "Trustee"),
WHEREAS, the City is obligated by the Public Employees' Retirement Law, Section 20000 et
seq. of the California Government Code (the "Retirement Law"), to make payments to the California Public
Employees' Retirement System (the "System") relating to pension benefits accruing to City employees who
are System members; and
WHEREAS, the City has entered into a contract with the System with respect to the City's
Miscellaneous Plan, Safety Police First Tier Plan, and Safety Fire Plan, effective January 1, 1949, and
witnessed December 21, 1948, and as amended effective June 1, 1956, January 2, 1969, March 5, 1969,
November 1, 1973, January 1, 1978, July 1, 1979, October 1, 1981, January 1, 1984, December 1, 1985,
May 7, 1987, February 4, 1988, July 1, 1989, July 5, 1991 and June 9, 1994, and as heretofore and hereafter
amended from time to time (the "CaIPERS Contract"), evidencing the City's obligation to pay the City's
unfunded accrued actuarial liability and its normal annual contribution to the System; and
WHEREAS, the City is authorized pursuant to Articles 10 and 11 (commencing with
Section 53570) of Chapter 3 of Division 2 of Title 5 of the California Government Code (the "Act") to issue
bonds for the purpose of refunding any evidence of indebtedness of the City; and
WHEREAS, for the purpose of refunding the City's obligations to the System evidenced by the
CaIPERS Contract, the City has determined to issue from time to time its City of El Segundo (Los Angeles
County, California) Taxable Pension Obligation Bonds (the "Bonds"); and
WHEREAS, for the purpose of refunding a portion of the City's obligations to the System
evidenced by the CalPERS Contract, the City has detennined to issue its City of El Segundo (Los Angeles
County, California) Taxable Pension Obligation Bonds, Series 2021 (the "Series 2021 Bonds"), in the
aggregate principal amount of $144,135,000; and
WHEREAS, in order to provide for the authentication and delivery of the Bonds, to establish and
declare the terms and conditions upon which the Bonds are to be issued and to secure the payment of the
principal thereof, premium, if any, and interest thereon, the City has authorized the execution and delivery
of this Trust Agreement; and
WHEREAS, the City has determined that all acts and proceedings required by law necessary to
make the Bonds, when executed by the City and authenticated and delivered by the Trustee hereunder,
valid, binding and legal obligations of the City payable in accordance with their terms, and to constitute
this Trust Agreement a valid and binding agreement of the parties hereto for the uses and purposes herein
set forth in accordance with its terms, have been done and taken, and the execution and delivery of this
Trust Agreement have been in all respects duly authorized;
NOW, THEREFORE, THIS TRUST AGREEMENT WITNESSETH, that in order to secure
the payment of the principal of, premium, if any, and the interest on all Bonds at any time issued and
outstanding under this Trust Agreement, according to their tenor, and to secure the performance and
4152-5857-9754 6
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Agreement No. 6085
observance of all the covenants and conditions therein and herein set forth, and to declare the terms and
conditions upon and subject to which the Bonds are to be issued and received, and in consideration of the
premises and of the mutual covenants herein contained and of the purchase and acceptance of the Bonds by
the owners thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the
City does hereby covenant and agree with the Trustee, for the benefit of the respective owners from time to
time of the Bonds, as follows:
F—Taffuslilm
111 V a 1011 N 10131MIM1 1
Section 1.01 Definitions. Unless the context otherwise requires, the terms defined in this
Section shall for all purposes hereof and of any certificate, opinion, request or other docu vent herein or
therein mentioned have the meanings herein specified.
"Act" means Articles 10 and 1 I (commencing with Section 53570) of Chapter 3 of Division 2 of
Title 5 of the California Government Code.
"Additional Bonds" means Bonds other than Series 2021 Bonds issued hereunder in accordance
with the provisions of Article IV hereof.
"Authorized Denominations" means (a) $5,000 principal amount or any integral multiple thereof,
and (b) any other principal amount or integral multiple thereof as provided in a Supplemental Trust
Agreement.
"Authorized Officer" means, with respect to the City, the Mayor, the City Manager, the Deputy
City Manager and the Chief Financial Officer and any other person designated as an Authorized Officer of
the City in a Written Certificate of the City filed with the Trustee.
"Beneficial Owner" means the beneficial owner of a Bond, determined under the rules of DTC.
"Bond Fund" means the fund by that name established and held by the Trustee pursuant to
Section 5.02 hereof.
"Bond Insurer" means any issuer or issuers of a policy or policies of municipal bond insurance
obtained by the City to insure the payment of principal of and interest on a Series of Bonds issued under
the Trust Agreement, when due otherwise than by acceleration, and which, in fact, are at any time insuring
such Series of Bonds. For the purposes of this definition, all consents, approvals or actions required by the
Bond Insurer shall be by action of a majority of all Bond Insurers (based upon the aggregate principal
amount of Outstanding Bonds insured by each such Bond Insurer) if there is more than a single Bond
Insurer.
"Bonds" means the Series 2021 Bonds and all Additional Bonds.
"Business Day"means any day other than (a) a Saturday or a Sunday, (b) a day on which banking
institutions in the city in which the Corporate Trust Office of the Trustee is located or banking institutions
in New York, New York, are authorized or required by law to be closed, or (c) a day on which the New
York Stock Exchange is closed.
"City" means the City of El Segundo, a municipal corporation and general law city duly organized
and existing under and by virtue of the Constitution and laws of the State.
4152-5857-9754 6
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"Closing Date" means the date of issuance of the affected Bonds.
"Continuing Disclosure Certificate" means, as applicable, the Continuing Disclosure Certificate
of the City, dated the Closing Date, as originally executed and as it may be amended from time to time in
accordance with the terms thereof.
"Corporate Trust Office" means the corporate trust office of the Trustee, which at the date of
execution of this Trust Agreement is that specified in Section 11.10 of this Trust Agreement, provided,
however, that for transfer, registration, exchange, payment and surrender of Bonds such term means the
office or agency of the Trustee at which, at any particular time, its corporate trust operations business shall
be conducted, or such other office designated by the Trustee from time to time.
"Costs of Issuance" means all items of expense directly or indirectly payable by or reimbursable
to the City relating to the authorization, issuance, sale and delivery of the Bonds, including but not limited
to printing expenses, rating agency fees, bond insurance premiums, filing and recording fees, initial fees,
expenses and charges of the Trustee and its counsel (including the Trustee's first annual administrative fee),
fees, charges and disbursements of attorneys, municipal advisors, actuaries, accounting firms, consultants
and other professionals, fees and charges for preparation, execution and safekeeping of the Bonds and any
other cost, charge or fee in connection with the original issuance of the Bonds.
"Costs of Issuance Fund" means the fund by that name established and held by the Trustee
pursuant to Section 2.03 hereof.
"County" means the County of Los Angeles.
"Defeasance Securities" means any of the following to the extent then permitted by applicable
laws of the State:
(a) U.S. Treasury Certificates, Notes and Bonds (including State and Local Government
Series -- "SLGs").
(b) Direct obligations of the Treasury of the United States which have been stripped by the
Treasury itself, CATS, TIGRS and similar securities
(c) Resolution Funding Corp. (REFCORP). Only the interest component of REFCORP strips
which have been stripped by request to the Federal Reserve Bank of New York in book
entry form are acceptable.
(d) Pre -refunded municipal bonds rated "Aaa" by Moody's or "AAA" by S&P. If however,
the issue is only rated by S&P (i.e., there is no Moody's rating), then the pre -refunded
bonds must have been pre -refunded with cash, direct U.S. or U.S. guaranteed obligations,
or AAA rated pre -refunded municipals to satisfy this condition.
(e) Obligations issued by the following agencies which are backed by the full faith and credit
of the U.S.
U.S. Export -Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
(ii) Farmers Home Administration (FmHA)
Certificates of beneficial ownership
83319affigum
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Agreement No. 6085
(iii) Federal Financing Bank
(iv) General Services Administration
Participation certificates
(i) U.S. Maritime Administration
(vi) Guaranteed Title XI financing
(vii) L, E S wl)� l rr frll Iat m afj lousi ng and Urban lacy ➢oll1 �mt.Ctfi.!.
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed debentures
U.S. Public Housing Notes and Bonds - U.S. government guaranteed
public housing notes and bonds
"DTC" means The Depository Trust Company and any successor thereto or any nominee thererof.
"Event of Default" means an event described as such in Section 9.01,
"Fiscal Year" means the twelve-month period ending on June 30 of each year, or any other annual
accounting period hereafter selected and designated by the City as its Fiscal Year in accordance with
applicable law.
"Fitch" means Fitch, Inc., a corporation organized and existing under the laws of the State of New
York, and its successors and assigns, except that if such entity shall be dissolved or liquidated or shall no
longer perform the services of a municipal securities rating agency, then the term "Fitch" shall be deemed
to refer to any other nationally recognized municipal securities rating agency selected by the City.
"Interest Payment Date" (a) with respect to the Series 2021 Bonds, means January 1 and July 1
of each year, commencing January 1, 2022, and (b) with respect to any Additional Bonds, the dates specified
in the Supplemental Trust Agreement pursuant to which such Additional Bonds are issued.
"Moody's" means Moody's Investors Service, a corporation organized and existing under the laws
of the State of Delaware, and its successors and assigns, except that if such entity shall be dissolved or
liquidated or shall no longer perform the services of a municipal securities rating agency, then the term
"Moody's" shall be deemed to refer to any other nationally recognized municipal securities rating agency
selected by the City.
"Opinion of Counsel" means a written opinion of counsel of recognized national standing in the
field of law relating to municipal bonds, appointed and paid by the City.
"Outstanding" means, when used as of any particular time with reference to Bonds (subject to the
provisions of Section 8.02 hereof), all Bonds theretofore or thereupon executed by the City and
authenticated by the Trustee, except (a) Bonds theretofore cancelled by the Trustee or surrendered to the
Trustee for cancellation in accordance herewith, (b) Bonds paid or deemed to have been paid within the
meaning of Section 10.01, and (c) Bonds in lieu of or in substitution for which other Bonds shall have been
executed, issued and delivered by the City pursuant hereto.
"Owner" means, with respect to any Bond, the registered owner thereof, as shown on the
registration books maintained by the Trustee hereunder.
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"Participant" means any entity which is recognized as a participant by DTC in the book -entry
system of maintaining records with respect to book -entry bonds.
"Participating Underwriters" has the meaning ascribed thereto in the Continuing Disclosure
Certificate.
"Permitted Investments" means any of the following to the extent then permitted by applicable
laws of the State:
(a) Direct obligations of the United States of America (including obligations issued or held in
book -entry form on the books of the Department of the Treasury, and CATS and TIGRS)
or obligations the principal of and interest on which are unconditionally guaranteed by the
United States of America.
(b) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of
the following federal agencies and provided such obligations are backed by the full faith
and credit of the United States of America (stripped securities are only pennitted if they
have been stripped by the agency itself):
(i) U.S. Export -Import Bank (Eximbank)
Direct obligations or fully guaranteed certificates of beneficial ownership
(ii) Farmers Home Administration (FmHA)
Certificates of beneficial ownership
(iii) Federal Financing Bank
(iv) Federal Housing Administration Debentures (FHA)
(v) General Services Administration
Participation certificates
(vi) Government National Mortgage Association (GNMA or "Ginnie Mae")
GNMA - guaranteed mortgage -backed bonds
GNMA - guaranteed pass -through obligations
(vii) U.S. Maritime Administration
Guaranteed Title XI financing
(viii) U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. government guaranteed debentures
U.S. Public Housing Notes and Bonds - U.S. government guaranteed public
housing notes and bonds
(c) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of
the following non -full faith and credit U.S. government agencies (stripped securities are only permitted if
they have been stripped by the agency itself):
(i) Federal Home Loan Bank System
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
Senior debt obligations
(ii) Federal Home Loan Mortgage Corporation (FHLMC or "Freddie Mac')
Participation Certificates
Senior debt obligations
(iii) Federal National Mortgage Association (FNMA or "Fannie Mae")
Mortgage -backed securities and senior debt obligations
(iv) Student Loan Marketing Association (SLMA or "Sallie Mae")
Senior debt obligations
(v) Resolution Funding Corp. (REFCORP) obligations
(vi) Farm Credit System
Consolidated systemwide bonds and notes
(d) Money market funds registered under the Federal Investment Company Act of 1940, whose
shares are registered under the Federal Securities Act of 1933, and having a rating if rated by S&P of
AAAm-G; AAA-m; or AA-m and if rated by Moody's of Aaa, Aal or Aa2, including funds for which the
Trustee, its parent holding company, if any, or any affiliates or subsidiaries of the Trustee or such holding
company provide investment advisory or other management services.
(e) Certificates of deposit secured at all times by collateral described in (a) and/or (b) above.
Such certificates must be issued by commercial banks, savings and loan associations or mutual savings
banks, which may include the Trustee and its affiliates. The collateral must be held by a third party and the
bondholders must have a perfected first security interest in the collateral.
(f) Certificates of deposit, savings accounts, deposit accounts or money market deposits which
are fully insured by FDIC, including BIF and SAIF, which may include those of the Trustee and its
affiliates.
(g) Commercial paper rated, at the time of purchase, "Prime - 1" by Moody's and "A -I" or
better by S&P.
(h) Bonds or notes issued by any state or municipality which are rated by Moody's and S&P
in one of the two highest rating categories assigned by such agencies.
(i) Federal funds, bank money market deposit accounts, and bankers acceptances with a
maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation
rating of "Prime - 1" or "A3" or better by Moody's and "A -I" or "A" or better by S&P, which may include
the Trustee and its affiliates.
0) Any state administered pooled investment fund in which the City is statutorily permitted
or required to invest including, but not limited to, the Local Agency Investment Fund in the treasury of the
State.
(k) Investment Trust of California (CaITRUST).
(1) Repurchase agreements which have a maximum maturity of 30 days and are fully secured
at or greater than 102% of the market value plus accrued interest by obligations of the United States
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Government, its agencies and instrumentalities, including limited to the following: (i) the Federal Home
Loan Bank Board ("FHLB"); (ii) the Federal Home Loan Mortgage Corporation ("FHLMC"); (iii) the
Federal National Mortgage Association (FNMA); (iv) Federal Farm Credit Bank (`FFCB"); and (v)
guaranteed portions of Small Business Administration (`SBA").
(m) Investment agreements and guaranteed investment contracts with issuers having a long-
term debt rating of at least "AA-" or "Aa3" by S&P or Moody's, respectively.
(n) Deposits with the Local Agency Investment Fund (LAIF) of the State.
(o) Corporate obligations issued by corporations organized and operating within the United
States or by depository institutions licensed by the United States or any state and operating within the United
States having a long -teen debt rating of at least "AA-" or "Aa3" by S&P or Moody's, respectively.
"Principal Amount" means, with respect to the Bonds, the principal amount thereof.
"Principal Payment Date" means each July 1 on which principal is due on the Bonds.
"Rating Agencies" means Fitch, Moody's and S&P, but in each case only to the extent that such
Rating Agency is then rating the Bonds at the request of the City.
"Record Date" means the l 5th calendar day of the month preceding each Interest Payment Date,
whether or not such day is a Business Day.
"Redemption Fund" means the fund by that name established and held by the Trustee pursuant to
Section 5.03 hereof.
"Refunding Fund" means the fund by that name established and held by the Trustee pursuant to
Section 2.03 hereof.
"Representation Letter" means the Letter of Representations from the City to DTC, or any
successor Securities Depository for the Bonds, in which the City makes certain representations with respect
to issues of its securities for deposit by DTC or such successor depository.
"Retirement Law" means the Public Employees' Retirement Law, commencing with
Section 20000 of the California Government Code.
"S&P" means S&P Global Ratings, a division of Standard & Poor's Financial Services LLC, a
corporation organized and existing under the laws of the State of New York, and its successors or assigns,
except that if such entity shall be dissolved or liquidated or shall no longer perform the functions of a
municipal securities rating agency, then the term "Standard & Poor's" shall be deemed to refer to any other
nationally recognized municipal securities rating agency selected by the City.
"Securities Depository" means DTC and its successors and assigns or any other securities
depository selected by the City which agrees to follow the procedures required to be followed by such
securities depository in connection with the Bonds that are in book -entry form.
"Series" means all of the Bonds designated as being within a certain series, regardless of variations
in maturity date, interest rate, redemption and other provisions, and any Bonds thereafter issued in transfer
or exchange for such Bonds pursuant to this Trust Agreement.
HNIMMAMMM
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"Series 2021 Bonds" means the City of El Segundo (Los Angeles County, California) Taxable
Pension Obligation Bonds, Series 2021, issued hereunder.
"State" means the State of California.
"Supplemental Trust Agreement" means any supplemental trust agreement amendatory of or
supplemental to this Trust Agreement, but only if and to the extent that such supplemental trust agreement
is specifically authorized hereunder.
"System" means the California Public Employees' Retirement System.
"Term Bonds" means Bonds which are payable on or before their specified maturity dates from
sinking fund payments established for that purpose and calculated to retire such Bonds on or before their
specified maturity dates.
"Treasury Rate" means, with respect to any redemption date for a particular Series 2021 Bond,
the yield to maturity as of such redemption date of U.S. Treasury securities with a constant maturity most
nearly equal to the period frorn the redemption date to the maturity date of such Series 2021 Bond (taking
into account any sinking fund installments for such Series 2021 Bonds); however, if the period from the
redemption date to such maturity date (taking into account any sinking fund installments for such Series
2021 Bonds) is less than one year, the yield to maturity of the U.S. Treasury securities with a constant
maturity of one year, in each case as compiled and published in the most recent Federal Reserve Release
H.15 which has become publicly available at least two business days, but not more than 45 calendar days,
prior to the redemption date (excluding inflation indexed securities) or, if such Release is no longer
published, any publicly available source of similar market data reasonably selected by the Trustee.
"Trust Agreement" means this Trust Agreement, dated as of June 1, 2021, by and between the
City and the Trustee, as originally executed and as it may from time to time be amended or supplemented
by one or more Supplemental Trust Agreements.
"Trustee" rneans U.S. Bank National Association, a national banking association organized and
existing under the laws of the United States of America, or any successor thereto as Trustee hereunder,
appointed as provided herein.
"Written Certificate" and "Written Request" of the City mean, respectively, a written certificate
or written request signed in the name of the City by an Authorized Officer. Any such certificate or request
may, but need not, be combined in a single instrument with any other instrument, opinion or representation,
and the two or more so combined shall be read and construed as a single instrument.
Section 1.02 Trust Agreement Constitutes Clontract. In consideration of the acceptance of
the Bonds by the Owners thereof, the Trust Agreement shall be deemed to be and shall constitute a contract
among the City, the Trustee and the Owners from time to time of all Bonds authorized, executed, issued
and delivered hereunder and then Outstanding to provide for the payment of the interest on and principal
of and redemption premiums, if any, on all Bonds which may from time to time be authorized, executed,
issued and delivered hereunder, subject to the agreements, conditions, covenants and provisions contained
herein; and all agreements and covenants set forth herein to be performed by or on behalf of the City shall
be for the equal and proportionate benefit, protection and security of all Owners of the Bonds without
distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason
of the number or date thereof or the time of authorization, sale, execution, issuance or delivery thereof or
for any cause whatsoever, except as expressly provided herein or therein.
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ARTICLE II
GENERAL BOND PROVISIONS; SERIES 2021 BONDS
Section 2.01 Nature of tali gation under Bonds. The obligations of the City under the Bonds,
including the obligation to make all payments of interest and principal when due, are obligations of the City
imposed bylaw and are absolute and unconditional, without any right of set-off or counterclaim. The Bonds
do not constitute an obligation of the City for which the City is obligated to levy or pledge any form of
taxation. Neither the Bonds nor the obligation of the City to snake payments on the Bonds constitute an
indebtedness of the City, the State, or any of its political subdivisions within the meaning of any
constitutional or statutory debt limitation or restriction.
Section 2.02 Authorization and Terms of the Series 2021 Bonds. (a) The City has reviewed
all proceedings heretofore taken relative to the authorization of the Series 2021 Bonds and has found, as a
result of such review, and hereby finds and determines that all acts, conditions and things required by law
to exist, to have happened and to have been perfonned precedent to and in the issuance of the Series 2021
Bonds do exist, have happened and have been performed in due time, form and manner as required by law,
and that the City is now duly authorized, pursuant to each and every requirement of the Act, to issue the
Series 2021 Bonds in the form and manner and for the purpose provided herein and that the Series 2021
Bonds shall be entitled to the benefit, protection and security of the provisions hereof. The Series 2021
Bonds shall be designated "City of El Segundo (Los Angeles County, California) Taxable Pension
Obligation Bonds, Series 2021." The aggregate principal amount of Series 2021 Bonds that may be issued
and Outstanding under this Trust Agreement shall not exceed $144,135,000, except as may be otherwise
provided in Section 2.09 hereof. The Series 2021 Bonds shall be dated the date of original delivery, shall
be issued only in fully registered form in Authorized Denominations, and shall mature on the dates and in
the principal amounts and bear interest at the rates as set forth in the following schedule:
Maturity Date
Principal
Interest
July 1
Amount
Rate
2022
$ 6,535,000
0.191 %
2023
6,735,000
0.371
2024
6,760,000
0.626
2025
6,805,000
0.922
2026
6,865,000
1.232
2027
6,945,000
1.503
2028
7,055,000
1.743
2029
7,180,000
1.977
2030
7,320,000
2.117
2031
7,470,000
2.267
2032
7,640,000
2.417
2033
7,830,000
2.577
2034
8,030,000
2.697
2035
8,245,000
2.797
2036
8,480,000
2.897
2040
34,240,000
3.063
The Series 2021 Bonds shall bear interest at the rates (based on a 360-day year of twelve 30-day
months) set forth above, payable on the Interest Payment Dates for the Series 2021 Bonds. The Series 2021
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Bonds shall bear interest from the Interest Payment Date next preceding the date of authentication thereof,
unless (i) a Series 2021 Bond is authenticated on or before an Interest Payment Date and after the close of
business on the preceding Record Date, in which event it shall bear interest from such Interest Payment
Date, or (ii) a Series 2021 Bond is authenticated on or before the first Record Date, in which event interest
thereon shall be payable from the dated date thereof; provided, however, that if at the time of authentication
of any Series 2021 Bond interest is then in default on the Outstanding Series 2021 Bonds, such Series 2021
Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made
available for payment on the Outstanding Series 2021 Bonds. Payment of interest on the Series 2021 Bonds
due on or before the maturity or prior redemption thereof shall be made to the person whose name appears
in the registration books kept by the Trustee pursuant to Section 2.08 hereof as the Owner thereof as of the
close of business on the Record Date for an Interest Payment Date, whether or not such day is a Business
Day, such interest to be paid by check mailed on the Interest Payment Date by first-class mail to such Owner
at the address as it appears in such books; provided that upon the written request of an Owner of $1,000,000
or more in aggregate principal amount of Series 2021 Bonds received by the Trustee prior to the applicable
Record Date, interest shall be paid by wire transfer in immediately available funds. Any such written
request shall remain in effect until rescinded in writing by the Owner.
The principal of the Series 2021 Bonds shall be payable in lawful money of the United States of
America at the Corporate Trust Office of the Trustee. Payment of the principal of the Series 2021 Bonds
shall be made upon the surrender thereof at maturity or on redemption prior to maturity at the Corporate
Trust Office of the Trustee.
Section 2.03 Procedure for the Issuance of Serics 2021 Bonds; Al2plication of Series 2021
Bond Proceeds. At any time after the sale of the Series 2021 Bonds in accordance with the Act, the City
shall execute the Series 2021 Bonds for issuance hereunder and shall deliver them to the Trustee, and
thereupon the Series 2021 Bonds shall be authenticated and delivered by the Trustee to the purchaser thereof
upon the Written Request of the City and upon receipt of payment therefor from the purchaser thereof.
Upon receipt of payment for the Series 2021 Bonds from the purchaser thereof, the Trustee shall set aside
and deposit the proceeds received from such sale in the following respective accounts or funds or with the
following respective persons, in the following order of priority:
(a) The Trustee shall deposit $143,520,700.00 of the Series 2021 Bond proceeds in
the Refunding Fund, which fund is hereby established with the Trustee. On the Closing Date, the Trustee
shall promptly transfer all amounts in the Refunding Fund to the System in accordance with written
instructions from the City, upon which the Trustee may conclusively rely. Thereafter, except as may be
provided in a Supplemental Trust Agreement, the Refunding Fund shall be closed.
(b) The Trustee shall deposit $302,301.29 in the Costs of Issuance Fund, which fund
is hereby created and which fund the City hereby agrees to maintain with the Trustee until six months
following the Closing Date. All money in the Costs of Issuance Fund shall be used and withdrawn by the
Trustee to pay or reimburse the Costs of Issuance of the Series 2021 Bonds upon receipt of a Written
Request of the City filed with the Trustee, each of which shall be sequentially numbered and shall state the
person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was
incurred and that such payment is a proper charge against said fund. On the date which is six months
following the Closing Date for the Series 2021 Bonds or upon the earlier Written Request of the City, any
remaining balance in the Costs of Issuance Fund shall be transferred to the Bond Fund. Thereafter, except
as may be provided in a Supplemental Trust Agreement, the Costs of Issuance Fund shall be closed.
Section 2.04 Form of Bonds. The Series 2021 Bonds and the authentication endorsement and
assignment to appear thereon shall be substantially in the form set forth in Exhibit A attached hereto.
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Section 2.05 Execution of Bonds. The Mayor of the City is hereby authorized and directed to
execute each of the Bonds on behalf of the City and the City Clerk of the City is hereby authorized and
directed to countersign each of the Bonds on behalf of the City. The signatures of such officers of the City
may be by printed, lithographed, engraved or otherwise reproduced by facsimile reproduction. In case any
officer whose signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds
to the purchaser thereof, such signature shall nevertheless be valid and sufficient for all purposes as if such
officer had remained in office until such delivery of the Bonds.
Only those Bonds bearing thereon a certificate of authentication in the form hereinbefore recited,
executed manually and dated by the Trustee, shall be entitled to any benefit, protection or security hereunder
or be valid or obligatory for any purpose, and such certificate of the Trustee shall be conclusive evidence
that the Bonds so authenticated have been duly authorized, executed, issued and delivered hereunder and
are entitled to the benefit, protection and security hereof.
Section 2.06 Transfer of Bonds.. Any Bond may, in accordance with its terns, be transferred
in the books required to be kept pursuant to the provisions of Section 2.08 by the person in whose name it
is registered, in person or by such person's duly authorized attorney, upon surrender of such Bond for
cancellation at the Corporate Trust Office of the Trustee accompanied by delivery of a duly executed written
instrument of transfer in a form acceptable to the Trustee; provided, however, that the Trustee shall require
the payment by the Owner requesting such transfer of any tax or other governmental charge required to be
paid with respect to such transfer as a condition precedent to the exercise of such privilege; and provided
further, that the Trustee may refuse to transfer any Bonds during the 15 day period prior to the date
established by the Trustee for the selection of Bonds for redemption, or to transfer any Bonds selected by
the Trustee for redemption. Whenever any Bond shall be surrendered for transfer, the City shall execute
and the Trustee shall authenticate and deliver to the transferee a new Bond or Bonds of the same Series of
Bonds and maturity of Authorized Denominations equal to the Principal Amount.
The City and the Trustee may deem and treat the Owner of any Bond as the absolute owner of such
Bond for the purpose of receiving payment thereof and for all other purposes, whether such Bond shall be
overdue or not, and neither the City nor the Trustee shall be affected by any notice or knowledge to the
contrary; and payment of the principal or redemption price of and the interest due on such Bond shall be
made only to such Owner, which payments shall be valid and effectual to satisfy and discharge liability on
such Bond to the extent of the sum or sums so paid.
The cost of preparing the Bonds and any services rendered or expenses incurred by the Trustee in
connection with any transfer of the Bonds shall be paid by the City.
Section 2.07 Exchange of Bonds. Any Bond may, in accordance with its terns, be exchanged
at the Corporate Trust Office of the Trustee for a new Bond or Bonds of the same Series of Bonds and
maturity of Authorized Denominations equal to the Principal Amount of the Bond surrendered; provided,
however, that the Trustee shall require the payment by the Owner requesting such exchange of any tax or
other governmental charge required to be paid with respect to such exchange as a condition precedent to
the exercise of such privilege; and provided, further, that the Trustee may refuse to exchange any Bonds
during the 15 day period prior to the date established by the Trustee for the selection of Bonds for
redemption, or to exchange any Bonds selected by the Trustee for redemption.
The cost of preparing the Bonds and any services rendered or expenses incurred by the Trustee in
connection with any exchange shall be paid by the City.
Section 2.08 Bond Registration Books, The Trustee shall keep at its Corporate Trust Office
sufficient books for the registration and transfer of the Bonds which shall during normal business hours
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with reasonable notice be open to inspection by the City, and upon presentation for such purpose the Trustee
shall, under such reasonable regulations as it may prescribe, register or transfer the Bonds in such books as
hereinabove provided.
Section 2.09 Mutilated Destroyed, Stolen or Lost Bonds. If any Bond shall become
mutilated, the Trustee, at the expense of the Owner, shall thereupon authenticate and deliver a new Bond
or Bonds of the same Series of Bonds and maturity of Authorized Denominations equal in aggregate
Principal Amount to the Bond so mutilated in exchange and substitution for the Bond so mutilated, but only
upon surrender to the Trustee of the Bond so mutilated, and every mutilated Bond so surrendered to the
Trustee shall be cancelled.
If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be
submitted to the Trustee and, if such evidence be satisfactory to the Trustee and indemnity satisfactory to
the Trustee shall be given, the Trustee, at the expense of the Owner, shall thereupon authenticate and deliver
a new Bond of the same Series of Bonds and maturity of Authorized Denominations equal in aggregate
Principal Amount to the Bond so lost, destroyed or stolen in lieu of and in substitution for the Bond so lost,
destroyed or stolen.
The Trustee may require payment of a reasonable sum for each new Bond delivered under this
Section and of the expenses which may be incurred by the City and the Trustee in the premises. Any Bond
delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen
shall be equally and proportionately entitled to the benefits hereof with all other Bonds secured hereby, and
neither the City nor the Trustee shall be required to treat both the original Bond and any replacement Bond
as being Outstanding for the purpose of determining the principal amount of Bonds which may be issued
hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder, but both the
original and replacement Bond shall be treated as one and the same.
Section 2.10 Temporary Bonds. The Bonds issued hereunder may be initially issued in
temporary form exchangeable for definitive Bonds when ready for delivery, which temporary Bonds may
be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City,
shall be in fully registered form and may contain such reference to any of the provisions hereof as may be
appropriate. Every temporary Bond shall be executed and authenticated as authorized by the City in
accordance with the terms hereof. If the City issues temporary Bonds it will execute and furnish definitive
Bonds without delay and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange
therefor at the Corporate Trust Office of the Trustee, and the Trustee shall deliver in exchange for such
temporary Bonds definitive Bonds. Until so exchanged, the temporary Bonds shall be entitled to the same
benefits hereunder as definitive Bonds delivered hereunder.
Section 2.11 Book -Entry System for the Series 2021 Bonds. (a) Except as otherwise provided
in subsections (b) and (c) of this Section, the Series 2021 Bonds shall initially be issued in the form of a
single authenticated fully registered bond for each Principal Payment Date of the Series 2021 Bonds, and
shall be registered in the name of Cede & Co., as nominee for DTC, or such other nominee as DTC shall
request pursuant to the Representation Letter. Payment of the interest on any Series 2021 Bond registered
in the name of Cede & Co. shall be made on each Interest Payment Date for such Series 2021 Bonds to the
account, in the manner and at the address indicated in or pursuant to the Representation Letter.
(b) - The Trustee and the City may treat DTC (or its nominee) as the sole and exclusive
owner of the Series 2021 Bonds registered in its name for the purposes of payment of the principal or
redemption price of and the interest on such Series 2021 Bonds, selecting the Series 2021 Bonds or portions
thereof to be redeemed, giving any notice permitted or required to be given to Owners hereunder, registering
the transfer of the Series 2021 Bonds, obtaining any consent or other action to be taken by Owners of the
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Series 2021 Bonds and for all other purposes whatsoever, and neither the Trustee nor the City shall be
affected by any notice to the contrary. Neither the Trustee nor the City shall have any responsibility or
obligation to any Participant (which shall mean, for purposes of this Section, securities brokers and dealers,
banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own
DTC), any person claiming a beneficial ownership interest in the Series 2021 Bonds under or through DTC
or any Participant, or any other person which is not shown on the registration records as being an Owner,
with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by
DTC or any Participant of any amount in respect of the principal or redemption price of or the interest on
any of the Series 2021 Bonds, (iii) any notice which is permitted or required to be given to Owners of Series
2021 Bonds hereunder, or (iv) any consent given or other action taken by DTC as Owner of Series 2021
Bonds. The Trustee shall pay the principal or redemption price of and the interest on the Series 2021 Bonds
only at the times, to the accounts, at the addresses and otherwise in accordance with the Representation
Letter, and all such payments shall be valid and effective to satisfy fully and discharge the City's obligations
with respect to the Series 2021 Bonds to the extent of the sum or sums so paid. Upon delivery by DTC to
the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of
its then existing nominee, the Series 2021 Bonds will be transferable to such new nominee in accordance
with subsection (f) of this Section.
(c) In the event that the City determines that it is in the best interests of the Beneficial
Owners of the Series 2021 Bonds that they be able to obtain definitive Series 2021 Bonds, the Trustee shall,
upon receipt of a Written Request of the City, so notify DTC, whereupon DTC shall notify the Participants
of the availability through DTC of definitive Series 2021 Bonds, and in such event the Series 2021 Bonds
shall be transferable in accordance with subsection (f) of this Section. DTC may determine to discontinue
providing its services with respect to the Series 2021 Bonds at any time by giving written notice of such
discontinuance to the Trustee or the City and discharging its responsibilities with respect thereto under
applicable law, and in such event the Series 2021 Bonds shall be transferable in accordance with
subsection (f) of this Section. Whenever DTC requests the Trustee or the City to do so, the Trustee and the
City will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another
Securities Depository to maintain custody of all certificates evidencing the Series 2021 Bonds then
Outstanding, and in such event the Series 2021 Bonds shall be transferable to such Securities Depository
in accordance with subsection (f) of this Section, and thereafter, all references in the Trust Agreement to
DTC or its nominee shall be deemed to refer to such successor Securities Depository and its nominee, as
appropriate.
(d) Notwithstanding any other provision hereof to the contrary, so long as all Series
2021 Bonds Outstanding are registered in the name of any nominee of DTC, all payments with respect to
the principal or redemption price of and the interest on each such Series 2021 Bond and all notices with
respect to each such Series 2021 Bond shall be made and given, respectively, to DTC as provided in the
Representation Letter.
(e) The Trustee and the City are each hereby authorized and requested to execute and
deliver the Representation Letter and, in connection with any successor nominee for DTC or any successor
depository, enter into comparable arrangements, and shall have the same rights with respect to its actions
thereunder as it has with respect to its actions hereunder.
(f) In the event that any transfer or exchange of Series 2021 Bonds is authorized under
subsection (b) or (c) of this Section, such transfer or exchange shall be accomplished upon receipt by the
Trustee from the registered owner thereof of the Series 2021 Bonds to be transferred or exchanged and
appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable
provisions of Sections 2.08 and 2.09 hereof. In the event that definitive Series 2021 Bonds are issued to
Owners other than Cede & Co., its successor as nominee for DTC as Owner of all the Series 2021 Bonds,
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another Securities Depository as holder of all the Series 2021 Bonds, or the nominee of such successor
Securities Depository, the provisions of Sections 2.06 and 2.07 hereof shall also apply to, among other
things, the registration, exchange and transfer of the Series 2021 Bonds and the method of payment of the
principal or redemption price of and the interest on the Series 2021 Bonds.
Section 2.12 Validity of Bonds. The recital contained in the Bonds that the same are issued
pursuant to the Act and pursuant hereto shall be conclusive evidence of their validity and of the regularity
of their issuance, and all Bonds shall be incontestable from and after their issuance. The Bonds shall be
deemed to be issued, within the meaning hereof, upon delivery of the definitive Bonds (or any temporary
Bonds exchangeable therefor) and the proceeds of sale thereof received.
Section 3.01 Redemption of Series 2021 Bonds. (a) Optional Redemption. The Series 2021
Bonds are subject to optional redemption prior to their maturity at the option of the City, in whole or in
part, on any date on or after July 1, 2031, from any source of available funds, at a redemption price equal
to 100% of the principal amount of the Series 2021 Bonds to be redeemed, plus unpaid, accrued interest
thereon to the date of redemption, without premium.
The City shall give the Trustee written notice of its intention to redeem Series 2021 Bonds pursuant
to this subsection not less than 45 days prior to the applicable redemption date and specifying the
information needed by the Trustee for purposes of providing notice in accordance with Section 3.03, or
such lesser number of days acceptable to the Trustee,
(b) ' N4 " ake \ ' A " J ' 1iole Opflonal Redemption. From the date of issuance of the Series 2021
Bonds to but not including July , 2031, the Series 2021 Bonds are subject to redemption prior to their
respective stated maturities, at the option of the City, from lawfully available funds deposited in the
Redemption Fund, as a whole or in part (in such order of maturity as shall be selected by the City in a
written order of the City filed with the Trustee and if the Series 2021 Bonds are held in full book entry form
with DTC, by pro rata pass -through distribution of principal in accordance with Section 3.02), on any date,
at a redemption price equal to the greater of:
(1) 100% of the principal amount of such Series 2021 Bonds to be redeemed;
or
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(2) the sum of the present value of the remaining scheduled payments of
principal and interest to the stated maturity date or dates of such Series 2021 Bonds to be redeemed,
not including any portion of those payments of interest accrued and unpaid as of the date on which
such Series 2021 Bonds are to be redeemed, discounted to the date on which such Series 2021
Bonds are to be redeemed on a semi-annual basis, assuming a 360-day year consisting of twelve
30-day months, at the Treasury Rate plus the basis points set forth below, plus, in each case, accrued
interest on such Series 2021 Bonds to be redeemed to the redemption date:
Maturity
Make -Whole
(July 1)
Spread
2022
5 basis points
2023
5 basis points
2024
5 basis points
2025
5 basis points
2026
10 basis points
2027
5 basis points
2028
10 basis points
2029
10 basis points
Maturity
(July 1)
2030
2031
2032
2033
2034
2035
2036
2040
Make -Whole
_ Spread
10 basis points
15 basis points
15 basis points
15 basis points
20 basis points
20 basis points
20 basis points
15 basis points
(c) Calculation of Make -Whole _Qp1i, Its LRed mp�Jon 1"rice. The redemption price of
the Series 2021 Bonds to be redeemed at the option of the City pursuant to subsection (b) shall be
determined by an independent accounting firm, investment banking firm or financial advisor retained by
the City at the City's expense to calculate such redemption price. The City and the Trustee shall be
furnished the redemption price by such independent accounting firm, investment banking firm or financial
advisor prior to the redemption date giving the Trustee sufficient time to process payment of the redemption
price and the City and the Trustee may conclusively rely on the determination of such redemption price by
such independent accounting firm, investment banking firm or financial advisor and will not be liable for
such reliance.
(d) Man -�� atory-Sinking fund Redemption. The Series 2021 Bonds maturing on July 1,
2040 shall be subject to mandatory sinking fund redemption, in part (as described in Section 3.02), on July 1
in each year, commencing July 1, 2037, at a redemption price equal to 100% of the principal amount of the
Series 2021 Bonds to be redeemed, without premium, plus accrued interest thereon to the date of
redemption, in the aggregate respective principal amounts in the respective years as follows:
Sinking Fund
Redemption Date
Principal Amount
(July 1)
to be Redeemed
2037
$8,720,000
2038
8,990,000
2039
9,265,000
2040 (Maturity)
7,265,000
Section 3.02 Selection of Series 2021 Bonds for :R,edem gtion. Whenever provision is made
for the redemption of less than all of the Bonds of a particular maturity, the Trustee will select the Bonds
to be redeemed from all Bonds not previously called for redemption (a) with respect to any optional
redemption of Bonds, as directed in a Written Certificate of the City, and (b) with respect to any other
redemption of Additional Bonds, among maturities, as provided in the Supplemental Trust Agreement
pursuant to which such Additional Bonds are issued, and by lot among Bonds of the same Series with the
same maturity in any manner which the Trustee in its sole discretion deems appropriate and fair. The
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Trustee will promptly notify the City in writing of the numbers of the Bonds so selected for redemption on
such date. For purposes of such selection, any Bond may be redeemed in part in Authorized Denominations.
The City may direct the Trustee to redeem such Bonds (including the Series 2021 Bonds) on a pro
rota basis as to each Owner in whose name such Bonds are registered on the Record Date immediately
preceding a redemption date. "Pro rasa" is determined, in connection with any mandatory sinking fund
redemption or any optional redemption, in part, by multiplying the principal amount of the Bonds of such
maturity to be redeemed on the applicable redemption date by a fraction, the numerator of which is equal
to the principal amount of the Bonds of such maturity owned by an Owner, and the denominator of which
is equal to the total amount of the Bonds of such maturity then Outstanding immediately prior to such
redemption date, and then rounding the product down to the next lower integral multiple of $5,000, provided
that the portion of any Bonds to be redeemed shall be in Authorized Denominations and all Bonds of a
maturity to remain outstanding following any redemption shall be in Authorized Denominations.
If the Series 2021 Bonds are in book -entry form at the time of such redemption, any direction for
the pro rata redemption Bonds would be subject to written notice to DTC in accordance with this Trust
Agreement and the pro rasa reduction in principal provision included in the DTC Letter of Representations
of the City on file with DTC, in accordance with the operational arrangements of DTC then in effect. The
Underwriters have advised the Trustee and the City that the Series 2021 Bonds will be made eligible for
partial redemption to be treated by DTC in accordance with its rules and procedures as a `pro rata pass -
through distribution of principal." The Trustee will send notice to DTC in accordance with such rules and
procedures to effect a pro rata reduction of principal of all affected outstanding Series 2021 Bonds to
accomplish the optional and mandatory sinking account redemptions described above using a pass -through
distribution of principal. In connection with each such redemption, the Trustee will include in the written
notice of redemption described above the dollar amount per $1,000 principal amount payable on account
of principal and accrued interest to effect a pro rata reduction through a pass -through distribution of
principal on the related redemption date. DTC will be responsible for distributing the principal and accrued
interest among its Direct Participants, as applicable, pro rata in accordance with its rules and procedures
for a pro rata pass -through distribution of principal based upon the beneficial interest in the Series 2021
Bonds being redeemed that DTC records list as owned by each DTC Direct Participant as of the record date
for such payment. Any failure of the Trustee to provide such notice, or of DTC or its participants or any
other intermediary to make such selection or proportional allocation, for whatever reason, will not affect
the sufficiency or the validity of the redemption of the Series 2021 Bonds. In addition, if DTC's prevailing
operational arrangements do not allow for allocation of a redemption on apro rata pass -through distribution
of principal basis, the portion of the Series 2021 Bonds to be redeemed on such redemption date will be
selected in accordance with DTC's then existing rules and procedures, and may be by lot.
So long as there is a Securities Depository for the Series 2021 Bonds, there will be only one
registered owner and neither the City nor the Trustee will have responsibility for prorating partial
redemptions among beneficial owners of the Series 2021 Bonds.
Section 3.03 Notice of Redemption. Notice of redemption shall be mailed by first-class mail
by the Trustee, not less than 20 nor more than 60 days prior to the redemption date to the respective Owners
of the Bonds designated for redemption at their addresses appearing on the registration books of the Trustee.
Each notice of redemption shall state the date of such notice, the redemption price, if any, (including the
name and appropriate address of the Trustee), the CUSIP number (if any) and ISIN number (if any) of the
maturity or maturities, and, if less than all of any such maturity is to be redeemed, the distinctive certificate
numbers of the Bonds of such maturity, to be redeemed and, in the case of Bonds to be redeemed in part
only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also
state that on said date there will become due and payable on each of said Bonds the redemption price, if
any, thereof and in the case of a Bond to be redeemed in part only, the specified portion of the principal
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amount thereof to be redeemed, together with interest accrued thereon to the redemption date, and that from
and after such redemption date interest thereon shall cease to accrue, and shall require that such Bonds be
then surrendered at the address of the Trustee specified in the redemption notice; provided, however, that
any notice of optional redemption may be cancelled and annulled by a Written Request of the City given to
the Trustee at least five days prior to the date fixed for redemption, whereupon the Trustee shall forthwith
give appropriate notice of such cancellation and annulment to all the recipients of such notice of redemption.
The failure of any Owner to receive notice pursuant to this Section or any defect therein shall not invalidate
any of the proceedings taken in connection with such redemption.
With respect to any notice of any optional redemption of Bonds, such notice may state that such
redemption is conditional upon receipt by the Trustee, on or prior to the date fixed for such redemption, of
moneys that, together with other available amounts held by the Trustee, are sufficient to pay the redemption
price of, and accrued interest on, the Bonds to be redeemed, and that if such moneys is not so received, such
notice will be of no force and effect and the City will not be required to redeem such Bonds. In the event
a notice of redemption of Bonds contains such a condition and such moneys are not so received, the
redemption of Bonds as described in the conditional notice of redemption will not be made and the Trustee
will, within a reasonable time after the date on which such redemption was to occur, give notice to the
persons and in the manner in which the notice of redemption was given, that such moneys were not so
received and that there will be no redemption of Bonds pursuant to such notice of redemption.
If notice of redemption has been duly given as aforesaid and money for the payment of the
redemption price of the Bonds called for redemption is held by the Trustee, then on the redemption date
designated in such notice Bonds so called for redemption shall become due and payable, and from and after
the date so designated interest on such Bonds shall cease to accrue, and the Owners of such Bonds shall
have no rights in respect thereof except to receive payment of the redemption price thereof.
All Bonds redeemed pursuant to the provisions of this Section shall be cancelled by the Trustee
and shall be destroyed with a certificate of destruction furnished to the City and shall not be reissued.
Section 4.01 Conditions for the Issuance of Additional Bonds. The City may at any time
issue Additional Bonds on a parity with the Series 2021 Bonds, but only subject to the following specific
conditions, which are hereby made conditions precedent to the issuance of any such Additional Bonds:
(a) The City shall be in compliance with all agreements and covenants contained
herein.
(b) The issuance of such Additional Bonds shall have been authorized pursuant to the
Act and shall have been provided for by a Supplemental Trust Agreement which shall specify the following:
(i) The purpose for which such Additional Bonds are to be issued; provided
that such Additional Bonds shall be applied solely for (i) the purpose of satisfying any obligation
of the City to make payments to the System pursuant to the Retirement Law relating to pension
benefits accruing to the System's members, and/or for payment of all costs incidental to or
connected with the issuance of Additional Bonds for such purpose, and/or (ii) the purpose of
refunding any Bonds then Outstanding, including payment of all costs incidental to or connected
with such refunding;
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(ii) The authorized principal amount and designation of such Additional
(iii) The date and the maturity dates of and the sinking fund payment dates, if
any, for such Additional Bonds;
(iv) The interest payment dates and principal payment dates for such
Additional Bonds;
(v) The denomination or denominations of and method of numbering such
Additional Bonds;
(vi) The redemption premiums, if any, and the redemption terms, if any, for
such Additional Bonds;
(vii) The amount, if any, to be deposited from the proceeds of sale of such
Additional Bonds in the Bond Fund;
(viii) Any repayment provisions including, without limitation, for reasonable
expenses, including attorneys' fees and expenses, and proportionate consent rights, proportionate
or Series specific rights with respect to the direction of remedies, rights of subrogation to the rights
of such Owners to receive the amount of principal of and interest on such Additional Bonds from
the City, and notice provisions required in order to secure municipal bond insurance for such
Additional Bonds as the City determines will be advantageous to the City; and
(ix) Such other provisions (including the requirements of a book -entry Bond
registration system, if any) as are necessary or appropriate and not inconsistent herewith.
Section 4.02 Procedure for the Issuance of Additional Fonds. At any time after the sale of
any Additional Bonds in accordance with the Act, the City shall execute such Additional Bonds for issuance
hereunder and shall deliver them to the Trustee, and thereupon such Additional Bonds shall be delivered
by the Trustee to the purchaser thereof upon the Written Request of the City, but only upon receipt by the
Trustee of the following documents or money or securities, all of such documents dated or certified, as the
case may be, as of the date of delivery of such Additional Bonds by the Trustee:
(a) An executed copy of the Supplemental Trust Agreement authorizing the issuance
of such Additional Bonds;
(b) A Written Request of the City as to the delivery of such Additional Bonds;
(c) An Opinion of Counsel to the effect that (i) the City has executed and delivered
the Supplemental Trust Agreement, and the Supplemental Trust Agreement is valid and binding upon the
City, and (ii) such Additional Bonds are valid and binding obligations of the City;
(d) A Written Certificate of the City stating that all requirements of this Article have
been complied with and containing any other such statements as may be reasonably necessary to show
compliance with the conditions for the issuance of such Additional Bonds contained herein; and
(e) Such further documents, money or securities as are required by the provisions of
the Supplemental Trust Agreement providing for the issuance of such Additional Bonds.
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Section 5.01 Pledge of Amounts in Bond Fund. In order to meet the City's obligations under
the Retirement Law, the City shall deposit or cause to be deposited with the Trustee for deposit into the
Bond Fund on or before the dates specified in Section 5.02 (or such other dates as provided in a
Supplemental Trust Agreement) the amount which, together with moneys transferred and deposited
pursuant to Section 5.03(c) hereof, is sufficient to pay the City's debt service obligations on the Bonds.
Subject only to the provisions of this Trust Agreement permitting the application thereof for the purposes
and on the terns and conditions set forth herein, all of the amounts held in the Bond Fund are hereby
pledged by the City to secure the payment of the principal or redemption price of and interest on the Bonds
in accordance with their terns, the provisions of this Trust Agreement and the Act. Said pledge shall
constitute a first lien on such assets.
Section 5.02 Bond Fund. (a) The Trustee shall establish and maintain in trust a special fund
designated the "Bond Fund."
(b) The City agrees and covenants that, not later than five Business Days prior to each
Interest Payment Date, it will transfer to the Trustee an amount which, together with amount simultaneously
transferred to the Trustee for deposit in the Bond Fund pursuant to Section 5.03(c) and the amount then on
deposit in the Bond Fund, will equal the amount of the principal of and interest on the Bonds coming due
on such Interest Payment Date. The Trustee shall, upon receipt of the amount required to be transferred by
the City pursuant to this subsection, deposit such amount in the Bond Fund.
(c) In the event that, on the fourth Business Day prior to each Interest Payment Date,
amounts in the Bond Fund are insufficient to pay the principal, if any, of and interest on the Bonds due and
payable on such Interest Payment Date, the Trustee shall immediately notify the City and the Bond Insurer,
if any, of the amount of such insufficiency. Upon being so notified, the City shall, prior to the close of
business on the Business Day immediately preceding such Interest Payment Date, deliver or cause to be
delivered to the Trustee immediately available funds in an amount equal to the amount of such
insufficiency. Immediately upon receipt thereof, the Trustee shall deposit such funds in the Bond Fund.
(d) On each Interest Payment Date, the Trustee shall withdraw from the Bond Fund
for payment to the Owners of the Bonds the principal, if any, of and interest on the Bonds then due and
payable. If there are insufficient funds in the Bond Fund to pay the principal, if any, of and interest on the
Bonds, the Trustee shall apply the available funds first to the payment of interest on the Bonds, then to the
payment of principal of the Bonds.
Section 5.03 Redemption Fund. (a) The Trustee shall establish and maintain in trust a special
fund designated the "Redemption Fund."
(b) The Trustee shall deposit in the Redemption Fund amounts received from the City
in connection with the City's exercise of its rights to optionally redeem Bonds pursuant to the provisions
hereof.
(c) Amounts in the Redemption Fund shall be disbursed therefrom for the payment of
the redemption price of Bonds redeemed pursuant to the provisions hereof.
Section 5.04 Deposit an(] Investments of Money in Funds. All money held by the Trustee in
any of the funds established by the Trustee pursuant hereto shall be invested in Permitted Investments at
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the Written Request of the City. If no Written Request of the City is received, the Trustee shall invest funds
held by it in Pennitted Investments described in paragraph (d) of the definition thereof. Such investments
shall, as nearly as practicable, mature on or before the dates on which such money is anticipated to be
needed for disbursement hereunder. All interest, profits and other income received from any money so
invested shall be deposited in the Bond Fund. The Trustee shall have no liability or responsibility for any
loss resulting from any investment made or sold in accordance with the provisions of this Article, except
for any loss due to the negligence or willful misconduct of the Trustee. The Trustee may act as principal
or agent in the acquisition or disposition of any investment and may impose its customary charge therefor.
The City acknowledges that to the extent regulations of the Comptroller of the Currency or other
applicable regulatory entity grant the City the right to receive brokerage confirmations of security
transactions as they occur, the City specifically waive receipt of such confirmations to the extent permitted
by law. The Trustee will furnish the City periodic cash transaction statements which shall include detail
for all investment transactions made by the Trustee hereunder.
Section 6.01 Punctual Pavment and Performance. The City shall punctually pay the principal
or redemption price of and interest on every Bond issued hereunder in strict conformity with the teens
hereof and of the Bonds, and will faithfully observe and perform all the agreements and covenants to be
observed or performed by the City contained herein and in the Bonds.
Section 6.02 Extension Of Pavnient of Bonds. The City shall not directly or indirectly extend
or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for
interest on the Bonds, and in case the maturity of any of the Bonds or the time of payment of any such
claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any
default hereunder, to the benefits of this Trust Agreement, except subject to the prior payment in full of the
principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall not have
been so extended. Nothing in this Section shall be deemed to limit the right of the City to issue bonds for
the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an
extension of maturity of the Bonds.
Section 6.03 additional Debt. The City expressly reserves the right to enter into one or more
other agreements, trust agreements or indentures for any of its purposes, and reserves the right to issue other
obligations for such purposes.
Section 6.04 Power to Issue Bonds. The City is duly authorized pursuant to law to issue the
Bonds and to enter into this Trust Agreement. The Bonds and the provisions of this Trust Agreement are
the legal, valid and binding obligations of the City in accordance with their terms. The Bonds constitute
obligations imposed by law.
Section 6.05 Accounting Records and Reports. The City shall keep or cause to be kept proper
books of record and accounts in which complete and correct entries shall be made of all transactions relating
to the receipts, disbursements, allocation and application of moneys on deposit in the funds and accounts
established hereunder and such books of record and accounts shall be available for inspection by the Trustee
at reasonable hours and under reasonable conditions.
Section 6.06 Prosecution and Defense of Suits. The City shall defend against every suit, action
or proceeding at any time brought against the Trustee upon any claim to the extent involving the failure of
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the City to fulfill its obligations hereunder; provided that the Trustee or any affected Owner at its election
may appear in and defend any such suit, action or proceeding.
Section 6.07 Continuing Disclosure. The City shall comply with and carry out all of the
provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Trust
Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered
an Event of Default; provided, however, that the Trustee may (and, at the written direction of any
Participating Underwriter or the holders of at least 25% aggregate principal amount of Outstanding Series
2021 Bonds, and upon indemnification of the Trustee to its reasonable satisfaction, shall) or any holder or
beneficial owner of the Series 2021 Bonds may, take such actions as may be necessary and appropriate to
compel performance, including seeking mandate or specific performance by court order.
Section 6.08 Waiver of Dawn. The City shall not at any time insist upon or plead in any manner
whatsoever, or claim or take the benefit or advantage of, any stay or extension law now or at any time
hereafter in force that may affect the covenants and agreements contained in this Trust Agreement or in the
Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the City to the
extent permitted by law.
Section 6.09 Further Assurances. Whenever and so often as reasonably requested to do so by
the Trustee or any Owner, the City will promptly execute and deliver or cause to be executed and delivered
all such other and further assurances, documents or instruments, and promptly do or cause to be done all
such other and further things as may be necessary or reasonably required in order to further and more fully
vest in the Owners all rights, interests, powers, benefits, privileges and advantages conferred or intended to
be conferred upon them hereby.
•
THE TRUSTEE
Section 7.01 The Trustee. The Trustee shall, prior to an Event of Default, and after the curing
or waiver of all Events of Default that may have occurred, perform such duties and only such duties as are
specifically set forth in this Trust Agreement. The Trustee shall, during the existence of any Event of
Default that has not been cured or waived exercise such of the rights and powers vested in it by this Trust
Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person's own affairs.
The City may at any time, unless there exists any Event of Default, remove the Trustee initially
appointed and any successor thereto and may appoint a successor or successors thereto by an instrument in
writing; provided, however, that any such successor shall be a bank or trust company doing business and
having a corporate trust office in Los Angeles or San Francisco, California, having a combined capital
(exclusive of borrowed capital) and surplus of at least $50,000,000 and subject to supervision or
examination by federal or state authority. If such bank or trust company publishes a report of condition at
least annually, pursuant to law or to the requirements of any supervising or examining authority above
referred to, then for the purpose of this Section the combined capital and surplus of such bank or trust
company shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. The Trustee may at any time resign by giving written notice of such resignation to
the City and by mailing to the Owners notice of such resignation. Upon receiving such notice of resignation,
the City shall promptly appoint a successor Trustee by an instrument in writing. Any removal or resignation
of a Trustee and appointment of a successor Trustee shall become effective only upon the acceptance of
appointment by the successor Trustee. If, within 30 days after notice of the removal or resignation of the
Trustee no successor Trustee shall have been appointed and shall have accepted such appointment, the
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removed or resigning Trustee may petition any court of competent jurisdiction for the appointment of a
successor Trustee, which court may thereupon, after such notice, if any, as it may deem proper and prescribe
and as may be required by law, appoint a successor Trustee having the qualifications required hereby.
Any company into which the Trustee may be merged or converted or with which it may be
consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a
party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust
business, provided that such company shall meet the requirements set forth in the preceding paragraph,
shall be the successor to the Trustee hereunder and vested with all of the title to the trust estate and all of
the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor hereunder,
without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.
The Trustee is hereby authorized to pay or redeem the Bonds when duly presented for payment at
maturity or on redemption prior to maturity. The Trustee shall cancel all Bonds upon payment thereof or
upon the surrender thereof by the City and shall destroy such Bonds and a certificate of destruction shall be
delivered to the City. The Trustee shall keep accurate records of all Bonds paid and discharged and
cancelled by it.
Section 7.02 Liability,of Trustee. The recitals of facts, agreements and covenants herein and
in the Bonds shall be taken as recitals of facts, agreements and covenants of the City, and the Trustee
assumes no responsibility for the correctness of the same or makes any representation as to the sufficiency
or validity hereof or of the Bonds, or shall incur any responsibility in respect thereof other than in
connection with the rights or obligations assigned to or imposed upon it herein, in the Bonds or in law or
equity. The Trustee shall not be liable in connection with the perfonnance of its duties hereunder except
for its own negligence, willful misconduct or breach of duty.
The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer,
unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.
The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good
faith in accordance with the direction of the Owners of not less than a majority in Aggregate Principal
Amount of the Bonds at the time Outstanding, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the
Trustee under this Trust Agreement.
The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this
Trust Agreement at the request, order or direction of any of the Owners pursuant to the provisions of this
Trust Agreement unless such Owners shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities that may be incurred therein or thereby. The Trustee has no
obligation or liability to the Owners for the payment of interest on, principal of or redemption premium, if
any, with respect to the Bonds from its own funds; but rather the Trustee's obligations shall be limited to
the perfonnance of its duties hereunder.
The Trustee shall not be bound to ascertain or inquire as to the performance or observance of any
of the terms, conditions, covenants or agreements herein or of any of the documents executed in connection
with the Bonds, or as to the existence of a default or event of default thereunder. The Trustee shall not be
responsible for the validity or effectiveness of any collateral given to or held by it.
The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through attorneys -in -fact, agents or receivers, shall not be answerable for the
negligence or misconduct or any such attorney -in -fact, agent or receiver appointed by it in accordance with
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the standards specified above. The Trustee shall be entitled to advice of counsel and other professionals
concerning all matters of trust and its duty hereunder, but the Trustee shall not be answerable for the
professional malpractice of any attorney -in-law or certified public accountant in connection with the
rendering of his professional advice in accordance with the terms of this Trust Agreement, if such attorney -
in -law or certified public accountant was selected by the Trustee with due care.
Whether or not therein expressly so provided, every provision of this Trust Agreement, or related
documents relating to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Article.
The Trustee shall be protected in acting upon any notice, resolution, requisition, request (including
any Written Request of the City), consent, order, certificate, report, opinion, bond or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or parties.
The Trustee may consult with counsel, who may be counsel of or to the City, with regard to legal questions,
and the opinion of such counsel shall be full and complete authorization and protection in respect of any
action taken or suffered by it hereunder in good faith and in accordance therewith.
Whenever in the administration of its rights and obligations hereunder the Trustee shall deem it
necessary or desirable that a matter be established or proved prior to taking or suffering any action
hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in
the absence of bad faith on the part of the Trustee, be deemed to be conclusively proved and established by
a Written Certificate of the City, which certificate shall be full warrant to the Trustee for any action taken
or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may in lieu
thereof accept other evidence of such matter or may require such additional evidence as it may deem
reasonable.
No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the perfonnance or exercise of any of its duties hereunder, or in
the exercise of its rights or powers.
The Trustee shall have no responsibility or liability with respect to any information, statement or
recital in any offering memorandum or other disclosure material prepared or distributed with respect to the
issuance of the Bonds.
All immunities, indemnifications and releases from liability granted herein to the Trustee shall
extend to the directors, employees, officers and agents thereof.
Any company into which the Trustee may be merged or converted or with which it may be
consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a
party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust
business, provided that such company shall meet the requirements set forth in Section 7.01, shall be the
successor to the Trustee hereunder and vested with all of the title to the trust estate and all of the trusts,
powers, discretions, immunities, privileges and all other matters as was its predecessor hereunder, without
the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.
Section 7.03 Compensation and Indemnification of Trustee. The City shall pay to the
Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties hereunder of the Trustee,
and the City will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any of the provisions of this Trust
Agreement (including the reasonable compensation and the expenses and disbursements of its counsel and
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of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise
from its negligence, default or willful misconduct, including the negligence or willful misconduct of any of
its officers, directors, agents or employees. The City, to the extent permitted by law, shall indemnify and
save the Trustee harmless against any liabilities, costs, claims or expenses, including those of its attorneys,
which it may incur in the exercise and performance of its powers and duties hereunder, including the
enforcement of any remedies and the defense of any suit, and which are not due to its negligence, default
or willful misconduct. The duty of the City to indemnify the Trustee shall survive the termination and
discharge of this Trust Agreement.
Section 8.01 Amendment of the Trust Agreement, (a) This Trust Agreement and the rights
and obligations of the City and of the Owners may be amended at any time by a Supplemental Trust
Agreement which shall become binding when the written consents of the Owners of a majority in aggregate
principal amount of the Outstanding Bonds, exclusive of Bonds disqualified as provided in Section 8.02
hereof, are filed with the Trustee. No such amendment shall (i) extend the maturity of or reduce the interest
rate on or amount of interest on or principal or redemption price of, or extend the time of payment of, any
Bond without the express written consent of the Owner of such Bond, or (ii) reduce the percentage of Bonds
required for the written consent to any such amendment.
(b) The Trust Agreement and the rights and obligations of the City and of the Owners
may also be amended at any time by a Supplemental Trust Agreement which shall become binding without
the consent of any Owners, for any one or more of the following purposes:
(i) to add to the agreements and covenants required herein to be performed
by the City other agreements and covenants thereafter to be performed by the City, to pledge or
assign additional security for the Bonds (or any portion thereof), or to surrender any right or power
reserved herein to or conferred herein on the City;
(i i) to make such provisions for the purpose of curing any ambiguity or of
correcting, curing or supplementing any defective provision contained herein or in regard to
questions arising hereunder which the City may deem desirable or necessary and not inconsistent
herewith;
(iii) to provide for the issuance of any Additional Bonds and to provide the
tenns of such Additional Bonds, subject to the conditions and upon compliance with the procedure
set forth in Article IV hereof,
(iv) to modify, amend or add to the provisions herein to permit the qualification
thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statutes hereafter
in effect, and to add such other terms, conditions and provisions as may be permitted by such statute
or similar statute; and
(v) to modify, amend or supplement this Trust Agreement in any manner that
does not materially adversely affect the interest of Owners of Bonds.
Notwithstanding anything to the contrary in this subsection (b), the City shall not modify, amend or
supplement this Trust Agreement in any manner that materially adversely affects the rights of any Bond
Insurer without the consent of such Bond Insurer (provided, that, the consent of the Bond Insurer shall not
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be required in connection with modifications, amendments or additions pursuant to (iii) above). The Bond
Insurer, if any, shall receive written notice of any proposed amendments pursuant to this subsection (b).
Section 8.02 Disattaliiled Bond's. Bonds owned or held by or for the account of the City shall
not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding
Bonds provided in this Article, and shall not be entitled to consent to or take any other action provided in
this Article or otherwise under this Trust Agreement.
Section 8.03 Endorsement or Replacement of Bonds After Amendment. After the effective
date of any action taken as hereinabove provided, the City may determine that the Bonds may bear a
notation by endorsement in form approved by the City as, to such action, and in that case upon demand of
the Owner of any Outstanding Bonds and presentation of his Bond for such purpose at the Corporate Trust
Office of the Trustee a suitable notation as to such action shall be made on such Bond. If the City shall so
determine, new Bonds so modified as, in the opinion of the City, shall be necessary to conform to such
action shall be prepared and executed, and in that case upon demand of the Owner of any Outstanding Bond
a new Bond or Bonds shall be exchanged at the Corporate Trust Office of the Trustee without cost to each
Owner for its Bond or Bonds then Outstanding upon surrender of such Outstanding Bonds.
Section 8.04 Amendment by Mutual Consent. The provisions of this Article shall not prevent
any Owner from accepting any amendment as to the particular Bonds held by such Owner, provided that
due notation thereof is made on such Bonds.
Section 8.05 Attorne 's Opinion Regarding Stt plemental Trust Agreements. The Trustee
shall be provided an opinion of counsel that any Supplemental Trust Agreement complies with the
provisions of this Article and the Trustee may conclusively rely upon such opinion.
ARTICLE IX
11 all W.10 0
Section 9.01 Events of Default. if one or more of the following events (herein called "Events
of Default") shall happen, that is to say:
(a) if default shall be made by the City in the due and punctual payment of the interest
on any Bond when and as the same shall become due and payable;
(b) if default shall be made by the City in the due and punctual payment of the principal
or redemption price of any Bond when and as the same shall become due and payable, whether at maturity
as therein expressed or by proceedings for redemption;
(c) if default shall be made by the City in the performance of any of the agreements or
covenants required herein to be performed by the City, and such default shall have continued for a period
of 60 days after the City shall have been given notice in writing of such default by the Trustee or the Owners
of not less than 25% in aggregate Principal Amount of the Bonds at the time Outstanding, specifying such
default and requiring the same to be remedied, provided, however, if the default stated in the notice can be
corrected, but not within the applicable period, the Trustee and such Owners shall not unreasonably
withhold their consent to an extension of such time if corrective action is instituted by the City within the
applicable period and diligently pursued until the default is corrected; or
(d) 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
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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.
Section 9.02 lnstitultion of Legal al Proceedings by the Trustee; 1 enleelies. If an Event of
Default shall occur and be continuing, the Trustee may, and upon the written request of the Owners of a
majority in aggregate Principal Amount of the Bonds then Outstanding, and upon being indemnified to its
satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of the Owners of the Bonds
under this Trust Agreement by a suit in equity or action at law, either for the specific performance of any
covenant or agreement contained herein, or in aid of the execution of any power herein granted, or by
mandamus or other appropriate proceeding for the enforcement of any other legal or equitable remedy as
the Trustee shall deem most effectual in support of any of its rights and duties hereunder. The principal of
the Bonds is not subject to acceleration upon the occurrence of an Event of Default.
Section 9.03 Application ail` 11runds After Default. If an Event of Default shall occur and be
continuing, all amounts then held or thereafter received by the Trustee under any of the provisions of this
Trust Agreement shall be applied by the Trustee as follows and in the following order:
(a) To the payment of any fees and expenses of the Trustee and to the payment of the
charges and expenses of the Trustee (including reasonable fees and disbursements of its counsel, agents
and advisors) incurred in and about the performance of its powers and duties under this Trust Agreement;
(b) To the payment of the principal and interest then due with respect to the Bonds
(upon presentation of the Bonds to be paid, and stamping thereon of the payment if only partially paid, or
surrender thereof if fully paid) subject to the provisions of this Trust Agreement, as follows:
First: To the payment to the persons entitled thereto of all installments of interest
then due in the order of the maturity of such installments, and, if the amount available shall
not be sufficient to pay in full any installment or installments maturing on the same date,
then to the payment thereof ratably, according to the amounts due thereon, to the persons
entitled thereto, without any discrimination or preference; and
Second: To the payment to the persons entitled thereto of the unpaid principal of
any Bonds which shall have become due, whether at maturity or by call for redemption,
with interest on the overdue principal at the rate borne by the respective Bonds on the date
of maturity or redemption and, if the amount available shall not be sufficient to pay in full
all the Bonds, together with such interest, then to the payment thereof ratably, according to
the amounts of principal due on such date to the persons entitled thereto, without any
discrimination or preference.
Section 9.04 Non -Waiver. Nothing in this Article or in any other provision hereof or in the
Bonds shall affect or impair the obligation of the City, which is absolute and unconditional, to pay the
principal or redemption price of and the interest on the Bonds to the respective Owners of the Bonds on the
respective Payment Dates as provided herein, or shall affect or impair the right of such Owners, which is
also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract embodied
herein and in the Bonds.
A waiver of any default or breach of duty or contract by the Trustee or any Owner shall not affect
any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent
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default or breach of duty or contract. No delay or omission by the Trustee or any Owner 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 Owners by the Act or by this Article
may be enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee
or the Owners.
If any action, proceeding or suit to enforce any right or exercise any rernedy is abandoned, the City,
the Trustee and any Owner shall be restored to their former positions, rights and remedies as if such action,
proceeding or suit had not been brought or taken.
Section 9.05 Remedies Not Exclusive. No rernedy herein conferred upon or reserved to the
Owners 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 at law or in equity
or by statute or otherwise and may be exercised without exhausting and without regard to any other rernedy
conferred by the Act or any other law.
Section 9.06 Limitation on Q w^w°nei-s' Right to Sue. No Owner of any Bond shall have the right
to institute any suit, action or proceeding at law or equity, for any remedy hereunder, unless (a) such Owner
shall have previously given to the Trustee written notice of the occurrence of an Event of Default, (b) the
Owners of at least a majority in aggregate Principal Amount of all the Bonds then Outstanding shall have
made written request upon the Trustee to exercise the powers herein granted or to institute such suit, action
or proceeding in its own name, (c) such Owners shall have tendered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities to be incurred by it in compliance with such request,
and (d) the Trustee shall have refused or omitted to comply with such request for a period of 60 days after
such request shall have been received by, and said tender of indemnity shall have been made to, the Trustee.
Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every
case, to be conditions precedent to the exercise by any Owner of any rernedy hereunder; it being understood
and intended that no one or more Owners of Bonds shall have any right in any manner whatever by his or
their action to enforce any right under this Trust Agreement, except in the manner herein provided, and that
all proceedings at law or in equity to enforce any provision of the Trust Agreement shall be instituted, had
and maintained in the manner herein provided and for the equal benefit of all Owners of the Outstanding
Bonds.
Section 9.07 Absolute Obligation of City. Nothing contained herein or in the Bonds shall
affect or impair the obligation of the City, which is absolute and unconditional, to pay the principal or
redemption price of and the interest on the Bonds to the respective Owners of the Bonds on their respective
Payment Dates as herein provided.
1
Section 10.01 l isclrar a of Bonds. (a) If the City shall pay or cause to be paid or there shall
otherwise be paid to the Owners of all Outstanding Bonds the interest thereon and the principal thereof and
the redemption premiums, if any, thereon at the times and in the manner stipulated herein and therein, and
shall pay or provide for the payment of all fees and expenses of the Trustee then due, then all agreements,
covenants and other obligations of the City to the Owners of such Bonds hereunder shall thereupon cease,
terminate and become void and be discharged and satisfied. In such event, the Trustee shall execute and
deliver to the City all such instruments as may be necessary or desirable to evidence such discharge and
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satisfaction, the Trustee shall pay over or deliver to the City all money or securities held by it pursuant
hereto which are not required for the payment of the interest on and principal of and redemption premiums,
if any, on such Bonds.
(b) Any Outstanding Bonds shall prior to the maturity date or redemption date thereof
be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this
Section if (i) in case any of such Bonds are to be redeemed on any date prior to their maturity date, the City
shall have given to the Trustee in form satisfactory to it irrevocable instructions to provide notice in
accordance with Section 3.03 hereof, (ii) there shall have been deposited with the Trustee either (A) money
in an amount which shall be sufficient or (B) Defeasance Securities, the interest on and principal of which
when paid will provide money which, together with the money, if any, deposited with the Trustee at the
same time, shall be sufficient, in the opinion of an independent certified public accountant (addressed to
the City and the Trustee), to pay when due the principal or redemption price of and the interest on such
Bonds to become due on such Bonds on and prior to the maturity date or redemption date thereof, as the
case may be, (iii) there shall be delivered to the Trustee an escrow agreement entered into by the City and
the Trustee or other fiduciary or escrow agent, (iv) there shall be delivered to the Trustee an opinion of
nationally recognized bond counsel to the effect that such Bonds have been paid within the meaning of this
Section addressed to the Trustee, and (v) the City shall have given the Trustee in form satisfactory to it
irrevocable instructions to mail to the Owners of such Bonds in accordance with Section 11.07 hereof notice
that the deposit required by clause (ii) above has been made with the Trustee and that such Bonds are
deemed to have been paid in accordance with this Section and stating the maturity date or redemption date
upon which money is to be available for the payment of the principal or redemption price of and interest on
such Bonds.
Section 10.02 Unclaimed Monev. Anything contained herein to the contrary notwithstanding,
any money held by the Trustee in trust for the payment and discharge of any of the Bonds or the interest
thereon which rernains unclaimed for two years after the date when such Bonds or interest thereon have
become due and payable, either at their stated maturity dates or by call for redemption prior to maturity, if
such money was held by the Trustee at such date, or for two years after the date of deposit of such money
if deposited with the Trustee after the date when such Bonds and interest shall have become due and
payable, shall be repaid by the Trustee to the City as its absolute property free from trust, and the Trustee
shall thereupon be released and discharged with respect thereto and the Owners shall not look to the Trustee
for the payment of such Bonds; provided, however, that before being required to make any such payment
to the City, the Trustee may, and at the request of the City shall, at the expense of the City, mail to the
Owners in accordance with Section 11.07 hereof a notice that such money remains unclaimed and that, after
a date named in such notice, which date shall not be less than 30 days after the date of the mailing of such
notice, the balance of such money then unclaimed will be returned to the City.
F.TDITTIMMMI
1
Section 11.01 Benefits of the Truest Agreement Limited to Parties. Nothing contained herein,
expressed or implied, is intended to give to any person other than the City, the Trustee, the Bond Insurer,
if any, and the Owners any right, remedy or clairn under or by reason hereof. Any agreement or covenant
required herein to be performed by or on behalf of the City or any member, officer or employee thereof
shall be for the sole and exclusive benefit of the Trustee, and the Owners.
Section 11.02 Successor Is Deemed Included in All References to Predecessor. Whenever
herein either the City or any member, officer or employee thereof or the Trustee is named or referred to,
such reference shall be deemed to include the successor or assigns thereof, and all agreements and covenants
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required hereby to be performed by or on behalf of the City or the Trustee, or any member, officer or
employee thereof, shall bind and inure to the benefit of the respective successors thereof whether so
expressed or not.
Section 11.03 Execution of Documents by Owners. Any declaration, request or other
instrument which is permitted or required herein to be executed by Owners may be in one or more
instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in
writing. The fact and date of the execution by any Owner or such Owner's attorney of any declaration,
request or other instrument or of any writing appointing such attorney may be proved by the certificate of
any notary public or other officer authorized to make acknowledgments of deeds to be recorded in the state
or territory in which such person purports to act that the person signing such declaration, request or other
instrument or writing acknowledged to such person the execution thereof, or by an affidavit of a witness of
such execution duly sworn to before such notary public or other officer. The ownership of any Bonds and
the amount, maturity, number and date of holding the same may be proved by the registration books for the
Bonds maintained by the Trustee pursuant to Section 2.08 hereof.
Any declaration, request, consent or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond with respect to anything done or suffered to be done by the Trustee or
the City in good faith and in accordance therewith.
Section 11.04 Waiver of Personal Liabili!l. No member, officer or employee of the City shall
be individually or personally liable for the payment of the principal or redemption price of or the interest
on the Bonds by reason of their issuance, but nothing herein contained shall relieve any officer of the City
from the performance of any official duty provided by the Act or any other applicable provisions of law or
hereby.
Section 11.05 Acguisition of Bonds by City. All Bonds acquired by the City shall be
surrendered to the Trustee for cancellation.
Section 11.06 Destruction of Cancelled Bonds. Whenever provision is made for the return to
the City of any Bonds which have been cancelled pursuant to the provisions hereof, the Trustee shall destroy
such Bonds and furnish to the City a certificate of such destruction.
Section 11.07 Notice to Owners. Any notice required to be given by the Trustee hereunder by
mail to any Owners shall be given by mailing a copy of such notice, first class postage prepaid, or by giving
such notice by telecopy or by an overnight delivery service, to such Owners at their addresses appearing in
the registration books maintained by the Trustee pursuant to Section 2.08 hereof, except as provided in
Section 3.03 hereof, not less than 30 days nor more than 45 days following the action or prior to the event
concerning which notice thereof is required to be given; provided, however, that receipt of any such notice
shall not be a condition precedent to the effect of such notice and neither failure of any Owner to receive
any such notice nor any immaterial defect contained therein shall affect the validity of the proceedings
taken in connection with the action or the event concerning which such notice was given.
Section 11.08 Content of Certificates. Every Written Certificate of the City with respect to
compliance with any agreement, condition, covenant or provision provided herein shall include (a) a
statement that the person or persons making or giving such certificate have read such agreement, condition,
covenant or provision and the definitions herein relating thereto, (b) a brief statement as to the nature and
scope of the examination or investigation upon which the statements contained in such certificate are based,
(c) a statement that, in the opinion of the signers, they have made or caused to be made such examination
or investigation as is necessary to enable them to express an informed opinion as to whether or not such
4 z -52- 857-9754,6 29
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086
Agreement No. 6085
agreement, condition, covenant or provision has been complied with, and (d) a statement as to whether, in
the opinion of the signers, such agreement, condition, covenant or provision has been complied with.
Any Written Certificate of the City may be based, insofar as it relates to legal matters, upon an
Opinion of Counsel unless the person making or giving such certificate knows that the Opinion of Counsel
with respect to the matters upon which his certificate may be based, as aforesaid, is erroneous, or in the
exercise of reasonable care should have known that the same was erroneous. Any Opinion of Counsel may
be based, insofar as it relates to factual matters information with respect to which is in the possession of the
City, upon a representation by an officer or officers of the City unless the counsel executing such Opinion
of Counsel knows that the representation with respect to the matters upon which his opinion may be based,
as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was
erroneous.
Section 11.09 Accounts and Funds; Business Days. Any account or fund required herein to be
established and maintained by the Trustee may be established and maintained in the accounting records of
the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits
thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all
such records with respect to all such accounts and funds shall at all times be maintained in accordance with
sound accounting practice and with due regard for the protection of the security of the Bonds and the rights
of the Owners. Any action required to occur hereunder on a day which is not a Business Day shall be
required to occur on the next succeeding Business Day.
Section 11.10 Notices. All written notices to be given hereunder shall be given 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 party in writing from time to time, namely:
If to the City: City of El Segundo
350 Main Street
El Segundo, California 9172390245
Attention: Chief Financial Officer
If to the Trustee: U.S. Bank National Association
633 West Fifth Street, 241h Floor
Los Angeles, California 90071
Attention: Global Corporate Trust
Section 11.11 Article and Section Headings 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 hereof, and the singular and plural
forms of words shall be deemed interchangeable, and words of any gender shall be deemed and construed
to include all genders, and all references herein to "Articles," "Sections," subsections or clauses are to the
corresponding articles, sections, subsections or clauses hereof; and the words "hereby," "herein," "hereof,"
"hereto," "herewith," "hereunder" and other words of similar import refer to the Trust Agreement as a
whole and not to any particular Article, Section, subsection or clause hereof.
Section 11.12 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 Trustee 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 or of the Bonds, and the Owners shall retain all the benefit,
protection and security afforded to them under the Act or any other applicable provisions of law. The City
4152-5857.-9 754 6 30
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Agreement No. 6085
and the Trustee hereby declare that they would have executed and delivered the Trust Agreement and each
and every other Article, Section, paragraph, subdivision, sentence, clause and phrase hereof and would have
authorized the issuance of the Bonds pursuant hereto 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 11.13 Execution in Several Counter )arts. This Trust Agreement may be executed in
any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original;
and all such counterparts, or as many of them as the City and the Trustee shall preserve undestroyed, shall
together constitute but one and the same instrument.
Section 11.14 Electronic Signature. Each of the parties hereto agrees that the transaction
consisting of this Trust Agreement may be conducted by electronic means. Each party agrees, and
acknowledges that it is such party's intent (i) that, by signing this Trust Agreement using an electronic
signature, it is signing, adopting and accepting this Trust Agreement, and (ii) that signing this Trust
Agreement using an electronic signature is the legal equivalent of having placed the undersigned officer's
handwritten signature on this Trust Agreement on paper. Each party acknowledges that it is being provided
with an electronic or paper copy of this Trust Agreement in a usable format.
4152-5857-9754 6 31
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086
Agreement No. 6085
Section 11.15 Governing Law. This Trust Agreement shall be governed by and construed in
zccordance with the laws of the State of California.
IN WITNESS WHEREOF, the City has caused this Trust Agreement to be signed in its nalne by
its representative thereunto duly authorized, and the Trustee, in token of its acceptance of the trusts create4
hereunder, has caused this Trust Agreement to be signed in its corporate narne by its officer thereunto duly
authorized, all as of the day and year first above written.
CITY OF EL SEGUNDO
DocuSlqndd by,
(* W�d-
By:_ 57KF 50F80f, E.'49E
Scott Mitnick,
City Manager
APPROVED AS TO FORM:
0mu'Signed by.
V. Rua"
By: E 19DI'A432
Mark D. Hensley,
City Attorney
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
DocuWpad by;
9, uAtk
By: 78F, 22C-97666M F7
--- .......... . -'- Authorized Officer
4152-5857-9754,6 32
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086
Agreement No. 6085
� 11
' U i 6 1SERIES 2021
Interest Maturity Original
Rate Date Issue Date
June 9, 2021
CUSIP
284035
The City of El Segundo, a municipal corporation and general law city duly organized and existing
under and by virtue of the Constitution and laws of the State of California (the "City"), for value received,
hereby promises to pay to the registered owner identified above or registered assigns, on the maturity date
specified above (subject to any right of prior redemption hereinafter provided for) the principal sum
specified above, together with interest on such principal sum from the Interest Payment Date (as hereinafter
defined) next preceding the date of authentication of this Bond (unless this Bond is authenticated as of an
Interest Payment Date or during the period from the first day of the month of an Interest Payment Date to
such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or unless
this Bond is authenticated prior to the first Interest Payment Date, in which event it shall bear interest from
the original issue date specified above) until the principal hereof shall have been paid at the interest rate per
annum specified above, payable on January 1, 2022, and semiannually thereafter on each January 1 and
July 1 (each an "Interest Payment Date"). Interest due on or before the maturity or prior redemption of this
Bond shall be payable only by check mailed on the Interest Payment Date by first-class mail to the registered
owner hereof, provided that upon the written request of a registered owner of $1,000,000 or more in
aggregate principal amount of Bonds received by the Trustee (as hereinafter defined) prior to the applicable
record date, interest shall be paid by wire transfer in immediately available funds. The principal hereof is
payable in lawful money of the United States of America at the Corporate Trust Office of the Trustee.
This Bond is one of a duly authorized issue of bonds of the City designated as its "Taxable Pension
Obligation Bonds, Series 2021" (the "Series 2021 Bonds") in aggregate principal amount $144,135,000 all
of like tenor and date (except for variations, if any, as may be required to designate varying numbers,
maturities and interest rates), and is issued under and pursuant to the provisions of Articles 10 and 11
(commencing with Section 53570) of Chapter 3 of Division 2 of Title 5 of the California Government Code
(the "Act") and under and pursuant to the provisions of a Trust Agreement, dated as of June 1, 2021 (the
"Trust Agreement"), between the City and U.S. Bank National Association, as trustee (the "Trustee")
(copies of which are on file at the Corporate Trust Office of the Trustee). Capitalized undefined terms used
herein shall have the meanings ascribed thereto in the Trust Agreement.
A-]
4152-5857-9754 6
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086
Agreement No. 6085
Under the Trust Agreement, Additional Bonds may be issued on a parity with the Series 2021
Bonds, but subject to the conditions and upon compliance with the procedures set forth in the Trust
Agreement. The Series 2021 Bonds and any such Additional Bonds are collectively referred to as the
"Bonds." The Bonds are obligations imposed by law payable from funds to be appropriated by the City
pursuant to the Public Employees' Retirement Law, commencing with Section 20000 of the California
Government Code (the "Retirement Law"). Reference is hereby made to the Act and to the Trust
Agreement and any and all amendments thereof and supplements thereto for a description of the terms on
which the Series 2021 Bonds are issued, the rights of the registered owners of the Series 2021 Bonds,
security for payment of the Series 2021 Bonds, remedies upon default and limitations thereon, and
amendment of the Trust Agreement (with or without consent of the registered owners of the Bonds); and
all the terms of the Trust Agreement are hereby incorporated herein and constitute a contract between the
City and the registered owner of this Bond, to all the provisions of which the registered owner of this Bond,
by acceptance hereof, agrees and consents.
The obligations of the City under the Bonds, including the obligation to make all payments of
interest and principal when due, are obligations of the City imposed by law and are absolute and
unconditional, without any right of set-off or counterclaim. The Bonds do not constitute an obligation of
the City for which the City is obligated to levy or pledge any form of taxation. Neither the Bonds nor the
obligation of the City to make payments on the Bonds constitute an indebtedness of the City, the State, or
any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or
restriction.
The Series 2021 Bonds are subject to redemption on the dates, at the redemption prices and pursuant
to the terms set forth in the Trust Agreement. Notice of redemption of any Series 2021 Bonds or any
portions thereof shall be given as set forth in the Trust Agreement.
This Bond may be transferred or exchanged pursuant to the terms set forth in the Trust Agreement.
The City and the Trustee may deem and treat the registered owner of this Bond as the absolute owner of
this Bond for the purpose of receiving payment hereof and for all other purposes, whether this Bond shall
be overdue or not, and neither the City nor the Trustee shall be affected by any notice or knowledge to the
contrary.
The rights and obligations of the City and of the owners of the Bonds may be modified or amended
by a Supplemental Trust Agreement entered into by the City and the Trustee, as provided in the Trust
Agreement.
This Bond shall not be entitled to any benefit, protection or security under the Trust Agreement or
become valid or obligatory for any purpose until the certificate of authentication and registration hereon
endorsed shall have been executed and dated by the Trustee.
It is hereby certified that all acts, conditions and things required by law to exist, to have happened
and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have
been performed in due time, form and manner as required by law.
Unless this Bond is presented by an authorized representative of The Depository Trust Company
to the Trustee for registration of transfer, exchange or payment, and any Bond issued is registered in the
name of Cede & Co. or such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
4152-5857-9754 6 A-2
Agreement No. 6085
IN WITNESS WHEREOF, the City of El Segundo has caused this Bond to be executed in its
�,��M~MMOpMwry *f "UMU M-w9MMMIM. wim* Mwif
the City has caused the seal of the City to be affixed hereto.
.0
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4 152 .5857.9'754,6 A-3
am
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the within -mentioned Trust Agreement which has been
authenticated on
AS TRUSTEE
M_
4152-585'7-9754.6 A-4
Authorized Officer
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
FORM OF ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto
. . ....... (Taxpayer Identification Number: .... ..... the within Bond
and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within
bond on the books kept for registration thereof, with full power of substitution in the premises.
Note: The signature to this Assignment must correspond with the name as written on the face of the Bon4j
in every particular, without alteration or enlargement or any change whatever.
Signature Guaranteed: . . ... ............ - .............
Notice: Signature(s) guarantee should be made by a guarantor institution participating in the Securities
Transfer Agent Medallion Program.
4152-5857 9754.6 A-5
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
5144,130,00W
CITY OF EL SEGUNDO
(LOS ANGELES COUNTY, CALIFORNIA)
Taxable Pension Obligation Bonds, Series 2021
The undersigned hereby certifies and represents to the underwriters (the "Underwriters") of
the above -captioned Bonds (the "Bonds") that he is an authorized representative of the City of El
Segundo (the "City") authorized to execute and deliver this Certificate and further hereby certifies to
the Underwriters as follows:
(1) This Certificate is delivered to enable the Underwriter to comply with
Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of
1934 (the "Rule") in connection with the sale of the Bonds.
(2) In connection with the sale of the Bonds, a Preliminary Official Statement
dated May 19, 2021 was prepared by the City, setting forth information concerning the Bonds
and the City (the "Preliminary Official Statement").
(3) As used herein, "Permitted Omissions" shall mean the offering price(s),
interest rate(s), selling compensation, aggregate principal amount, principal amount per
maturity, delivery dates, ratings and other terms of the Bonds depending on such matters and
the identity of the Underwriters, all with respect to the Bonds being offered.
(4) The information included in the Preliminary Official Statement is, as of its
date, final within the meaning of the Rule, except for Permitted Omissions.
IN WITNESS WHEREOF, I have hereunto set my hand this 19`h day of May, 2021.
Isco{f M dtuG�
y:
113CF n0PSA rE49" .
Authorized Representative
Preliminary; subject to change.
4850-8328-8810v1/024320-0003
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
$144,135,000
CITY OF EL SEGUNDO
(LOS ANGELES COUNTY, CALIFORNIA)
TAXABLE PENSION OBLIGATION BONDS, SERIES 2021
CERTIFICATE OF CITY CLERK REGARDING PERS CONTRACT
Dated: June 9, 2021
The undersigned hereby states and certifies:
(a) that the undersigned is the duly appointed, qualified and acting City Clerk of the
City of El Segundo, a general law city and municipal corporation organized and existing under the
Constitution and the laws of the State of California (the "City"), and, as such, is familiar with the
facts herein certified and is authorized and qualified to certify the same;
(b) that attached hereto is a true, correct and a complete copy of the Contract between
the City and the California Public Employees' Retirement System ("PERS"), effective January 1,
1949, witnessed December 21, 1948, and as amended effective June 1, 1956, January 2, 1969,
March 5, 1969, November 1, 1973, January 1, 1978, July 1, 1979, October 1, 1981, January 1,
1984, December 1, 1985, May 7, 1987, February 4, 1988, July 1, 1989, July 5, 1991 and June 9,
1994 (the "PERS Contract"), evidencing the City's obligation to pay the City's unfunded accrued
actuarial liability and its normal annual contribution to PERS;
(c) that the PERS Contract has not been amended, modified or rescinded and remains
in full force and effect as of the date of this Certificate (this "Certificate");
(c) that pursuant to Resolution No. 5260, adopted by the City Council of the City on
May 18, 2021 (the "Resolution"), the City Council of the City approved the execution and delivery
of any and all agreements, documents, certificates and instruments referred to therein with
electronic signatures as may be permitted under the California Uniform Electronic Transactions
Act and digital signatures as may be permitted under Section 16.5 of the California Government
Code using DocuSign;
(d) that the undersigned agrees and acknowledges that it is the undersigned's intent
(i) that, by signing this Certificate using an electronic signature, the undersigned is signing,
adopting and accepting this Certificate, and (ii) that signing this Certificate using an electronic
signature is the legal equivalent of having placed the undersigned's handwritten signature on this
Certificate on paper; and
4142-4607 5437.5
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086
Agreement No. 6085
(e) that the undersigned further acknowledges that the undersigned is being provided
with an electronic or paper copy of this Certificate in a usable format.
Vmv$i�qmd by
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W,OOWIANM409,
UEMISEMENSUM
2
4142 .4607-5437 5
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
MISCELLANEOUS
Any statement in this Official Statement involving matters of opinion, whether or not expressly so
stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as
a contract or agreement between the City and the purchasers or Owners of any of the Series 2021 Bonds.
I "Ill ill ",I Jill 1111 J« 11 rt
Docuftned by
5
By: ........................... ?%:FJ50RAA1C4VE'
City Manager
Eli
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and
delivered by the City of E1 Segundo (the "City") in connection with the issuance of $144,135,000
City of El Segundo (Los Angeles County, California) Taxable Pension Obligation Bonds, Series
2021 (the "Bonds"). The Bonds are being issued pursuant to a Trust Agreement, dated as of June 1,
2021 (the "Trust Agreement"), by and between the City and U.S. Bank National Association, as
trustee (the "Trustee"). The City covenants as follows:
1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed
and delivered by the City for the benefit of the Holders and Beneficial Owners of the Bonds and in
order to assist the Participating Underwriters in complying with the Rule.
2. Definitions. In addition to the definitions set forth in the Trust Agreement, which
apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this
Section, the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the City pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Certificate.
"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to
vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding
Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any
Bonds for federal income tax purposes.
"Disclosure Representative" shall mean the City Manager or the Director of Finance, or their
respective designees, or such other officer or employee as the City shall designate in writing from
time to time.
"Dissemination Agent" shall mean the City, or any successor Dissemination Agent
designated in writing by the City and which has filed with the City a written acceptance of such
designation.
"EMMA" means the MSRB's Electronic Municipal Market Access system.
"Listed Events" shall mean any of the events listed in Section 5 of this Disclosure Certificate.
"MSRB" shall mean the Municipal Securities Rulemaking Board.
"Official Statement" shall mean the Official Statement relating to the Bonds, dated May 26,
2021.
"Participating Underwriters" shall mean the original underwriter of the Bonds required to
comply with the Rule in connection with offering of the Bonds.
"Rule" shall mean Rule 15c2-12(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.
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
3. Provision of Annual Reports.
(a) The City shall, or, upon delivery of the Annual Report to the Dissemination
Agent, shall cause the Dissemination Agent to, not later than the last day of the ninth month after the
end of the City's fiscal year (presently such fiscal year ends June 30), commencing with the report
for the fiscal year ending June 30, 2021, provide to the MSRB through the EMMA system, an
Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate.
The Annual Report may be submitted as a single document or as separate documents, and may cross-
reference other information as provided in Section 4 of this Disclosure Certificate; 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 City's fiscal year changes, it shall give notice of such change in the same
manner as for a Listed Event under Section 5.
(b) Not later than fifteen (15) Business Days prior to said date, the City shall
provide the Annual Report to the Dissemination Agent (if other than the City). If the City is unable to
provide to the MSRB an Annual Report by the date required in subsection (a), the City shall send a
notice to the MSRB in substantially the form attached as Exhibit A.
(c) The Dissemination Agent shall (if the Dissemination Agent is other than the
City), file a report with the City certifying that the Annual Report has been provided pursuant to this
Disclosure Certificate, stating the date it was provided.
4. ',ontentw„ctfAnnual Reports. The City's Annual Report shall contain or include by
reference the audited financial statements of the City for the most recent fiscal year of the City then
ended. If the audited financial statements are not available by the time the Annual Report is required
to be filed, the Annual Report shall contain unaudited financial statements of the City in a format
similar to the financial statements, and the audited financial statements shall be filed in the same
manner as the Annual Report when they become available. Audited financial statements of the City
shall be audited by such auditor as shall then be required or permitted by State law. Audited financial
statements shall be prepared in accordance with generally accepted accounting principles as
prescribed for governmental units by the Governmental Accounting Standards Board; provided,
however, that the City may from time to time, if required by federal or state legal requirements,
modify the basis upon which its financial statements are prepared. In the event that the City shall
modify the basis upon which its financial statements are prepared, the City shall provide a notice of
such modification to the MSRB, including a reference to the specific federal or state law or
regulation specifically describing the legal requirements for the change in accounting basis.
In addition, to the extent not included in the information in the audited financial statements,
the Annual Report shall contain an annual updating of the tables and information of the type
contained in the Official Statement identified below. Such updating shall consist of updating of
information as of the end of the fiscal year to which the Annual Report relates unless noted
otherwise; projections do not have to be updated.
(i) "Unrepresented Unit and Employee Associations" (Table 3)
(ii) "General Fund Statement of Revenues, Expenditures and Changes in
Fund Balance" (Table 5)
2
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
(iii) "General Fund Tax Revenues" (Table 7)
(iv) "Net Taxable Assessed Value History" (Table 8)
(v) "Principal Property Taxpayers" (Table 10)
(vi) "Taxable Sales" (for the most recent available calendar year) (Table
13)
(vii) "Direct and Overlapping Debt' (Table 14)
(viii) "Scheduled Principal Payments of Outstanding Long Term General
Fund Obligations" (Table 15)
(ix) "Investment Portfolio Summary" (Table 16)
(x) "Historical and Projected Payments to PERS" (projected payments
need not be updated) (Table 17)
(xi) "Funding History" (Table 18A through 18F)
Any or all of the items listed above may be included by specific reference to other
documents, including official statements of debt issues of the City or related public entities, which
have been submitted to the MSRB or the Securities and Exchange Commission. If the document
included by reference is a final official statement, it must be available from the MSRB. The City
shall clearly identify each such other document so included by reference.
5. l m I�1, aml' it rrificant Eyents. (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 Bonds in a timely manner not more than ten (10) business days after the event:
Principal and interest payment delinquencies;
2. Unscheduled draws on debt service reserves reflecting financial difficulties;
3. Unscheduled draws on credit enhancements reflecting financial difficulties;
4. Substitution of credit or liquidity providers, or their failure to perform;
5, Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determination of taxability or of a Notice of Proposed Issue (IRS Form 5701
TEB);
6. Tender offers;
T Defeasances;
8. Rating changes; or
9. Bankruptcy, insolvency, receivership or similar event of the obligated person.
3
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086
Agreement No. 6085
10. Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a financial obligation, any of which reflect financial
difficulties.
Note: for the purposes of the event identified in subparagraph (9), the event is considered to
occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer
for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding
under state or federal law in which a court or governmental authority has assumed jurisdiction over
substantially all of the assets or business of the obligated person, or if such jurisdiction has been
assumed by leaving the existing governmental body and officials or officers in possession but subject
to the supervision and orders of a court or governmental authority, or the entry of an order
confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority
having supervision or jurisdiction over substantially all of the assets or business of the obligated
person.
(b) 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 Bonds, if material:
Unless described in paragraph 5(a)(5), adverse tax opinions or other notices or
determinations by the Internal Revenue Service with respect to the tax status of the
Bonds or other events affecting the tax status of the Bonds;
Modifications to rights of Bond holders;
Optional, unscheduled or contingent Bond calls;
4. Release, substitution, or sale of property securing repayment of the Bonds;
5. Non-payment related defaults;
6. The consummation of a merger, consolidation, or acquisition involving an obligated
person or the sale of all or substantially all of the assets of the obligated person, other
than in the ordinary course of business, the entry into a definitive agreement to
undertake such an action or the tennination of a definitive agreement relating to any
such actions, other than pursuant to its terms; or
7, Appointment of a successor or additional trustee or the change of name of a trustee.
& Incurrence of a financial obligation, or agreement to covenants, events of default,
remedies, priority rights, or other similar terms of a financial obligation, any of which
affect Bond holders.
(c) Whenever the City obtains knowledge of the occurrence of a Listed Event
described in subsection 5(b), the City shall as soon as possible determine if such event would be
material under applicable federal securities laws.
(d) If the City determines that knowledge of the occurrence of a Listed Event
under Section 5(b) would be material under applicable federal securities laws, the City shall file a
notice of such occurrence with EMMA in a timely manner not more than ten (10) business days after
occurrence of the event.
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086
Agreement No. 6085
(e) For purposes of the events identified in subparagraphs (a)(10) and (b)(8), the
term "financial obligation" means a (i) debt obligation; (ii) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planned debt
obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal
securities as to which a final official statement has been provided to the MSRB consistent with the
Rule.
6. 1`erniinatioai o(' Reell: oiling Obligation. The City's obligations under this Disclosure
Certificate shall tenninate upon the legal defeasance, prior redemption or payment in full of all of the
Bonds. If such tennination occurs prior to the final maturity of the Bonds, the City shall give notice
of such termination in the same manner as for a Listed Event under Section 5.
7. Dissemination n A(gei I. The City may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and
may discharge any such Dissemination Agent, with or without appointing a successor Dissemination
Agent. The Dissemination Agent shall not be responsible in any manner for the content of any notice
or report prepared by the City pursuant to this Disclosure Certificate. The Dissemination Agent may
resign by providing thirty days written notice to the City and the Trustee. The Dissemination Agent
shall not be responsible for the content of any report or notice prepared by the City and shall have no
duty to review any information provided to it by the City. The Dissemination Agent shall have no
duty to prepare any information report nor shall the Dissemination Agent be responsible for filing
any report not provided to it by the City in a timely manner and in a form suitable for filing.
8. Amendment: Waiver. Notwithstanding any other provision of this Disclosure
Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure
Certificate may be waived, provided that, in the opinion of nationally recognized bond counsel, such
amendment or waiver is permitted by the Rule; provided, the Dissemination Agent shall have first
consented to any amendment that modifies or increases its duties or obligations hereunder. In the
event of any amendment or waiver of a provision of this Disclosure Certificate, the City shall
describe such amendment in the 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 same
manner as for a Listed Event under Section 5, and (ii) the Annual Report for the year in which the
change is made shall 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.
9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to
prevent the City from disseminating any other information, using the means of dissemination set
forth in this Disclosure Certificate or any other means of communication, or including any other
information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which
is required by this Disclosure Certificate. If the City chooses to include any information in any
Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically
required by this Disclosure Certificate, the City shall have no obligation under this Disclosure
Certificate to update such information or include it in any future Annual Report or notice of
occurrence of a Listed Event.
5
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086
Agreement No. 6085
10. Default,. In the event of a failure of the City to comply with any provision of this
Disclosure Certificate, any Holder or Beneficial Owner of the Bonds may take such actions as may
be necessary and appropriate, including seeking mandate or specific performance by court order, to
cause the City to comply with its obligations under this Disclosure Certificate. A default under this
Disclosure Certificate shall not be deemed an Event of Default under the Trust Agreement, and the
sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with
this Disclosure Certificate shall be an action to compel performance.
No Bond holder or Beneficial Owner may institute such action, suit or proceeding to compel
performance unless they shall have first delivered to the City satisfactory written evidence of their
status as such, and a written notice of and request to cure such failure, and the City shall have refused
to comply therewith within a reasonable time.
H. DUtITCS. Immunities and Liabilities, of Dissemination Ag�aLk, The Dissemination
Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the
City agrees, to the extent permitted by law, 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 attorney's fees) of defending against any claim of
liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct,
The Dissemination Agent shall be paid compensation by the City for its services provided hereunder
in accordance with its schedule of fees as amended from time to tome and all expenses, legal fees and
advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. In
performing its duties hereunder, the Dissemination Agent shall not be deemed to be acting in any
fiduciary capacity for the City, the Bond holders, or any other party. The obligations of the City
under this Section shall survive resignation or removal of the Dissemination Agent and payment of
the Bonds.
12. l"Jectronic Signature. The City acknowledges that the transaction consisting of this
Disclosure Certificate may be conducted by electronic means. The City agrees, and acknowledges
that it is its intent, that by signing this Disclosure Certificate using an electronic signature, it is
signing, adopting, and accepting this Disclosure Certificate and that signing this Disclosure
Certificate using an electronic signature is the legal equivalent of having placed its handwritten
signature on this Disclosure Certificate on paper. The City acknowledges that it is being provided
with an electronic or paper copy of this Disclosure Certificate in a usable format.
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086
Agreement No. 6085
13. Notics. Any notices or communications to or among any of the parties to this
Disclosure Certificate may be given as follows:
To the City: City of E1 Segundo
350 Main Street
El Segundo, California 90245
Attention: Director of Finance
Telephone: (310) 524-2318
To the Trustee: U.S. Bank National Association
633 W. Fifth Street, 24th Floor
Los Angeles, CA 90071
Attention: Corporate Trust Services
Ref: City of El Segundo
Telephone: (213) 615-6023
14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City,
the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from
time to time of the Bonds, and shall create no rights in any other person or entity.
15. Siai'iatu're. This Disclosure Certificate has been executed by the undersigned on the
date hereof, and such signature binds the City to the undertaking herein provided.
Dated: June 9, 2021
APPROVED AS TO FORM:
V. uSC
$Y.
Mark_ D. Hensley,
City Attorney
7
CITY OF EL SEGUNDO,
CALIFORNIA
moan %good OW,
A
By; aaria c mm�
Scott Mitnick,
City Manager
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: City of El Segundo, California
Name of Issue: City of El Segundo (Los Angeles County, California) Taxable Pension
Obligation Bonds, Series 2021
Date of Issuance: June 9, 2021
NOTICE IS HEREBY GIVEN that the above -named Issuer has not provided an Annual Report with
respect to the above -named Bonds as required by the Continuing Disclosure Certificate dated June 9,
2021. The Issuer anticipates that the Annual Report will be filed b
Dated:
[ISSUER/DISSEMINATION AGENT]
A-1
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086
Agreement No. 6085
$144,135,000
CITY OF EL SEGUNDO
(LOS ANGELES COUNTY, CALIFORNIA)
TAXABLE PENSION OBLIGATION BONDS, SERIES 2021
INCUMBENCY AND SIGNATURE CERTIFICATE OF THE CITY
Dated: June 9, 2021
Each of the undersigned hereby state and certify:
(a) that, as set forth opposite his or her electronic signature below, he or she is a duly
elected or appointed, qualified and acting official of the City of El Segundo, a general law city and
municipal corporation organized and existing under the Constitution and the laws of the State of
California (the "City"), and, as such, is familiar with the facts herein certified and is authorized
and qualified to certify the same;
(b) that the following are now, and have continuously been since May 18, 2021, the
duly elected, qualified and acting members of the City Council of the City:
Name
Drew Boyles
Chris Pimentel
Carol Pirsztuk
Scot Nicol
Lance Giroux
Title
Mayor
Mayor Pro-Tem
Member
Member
Member
(c) that the signatures set forth opposite the names and titles of the following persons
are the true and correct specimen signatures of such persons, each of whom holds the office
designated below:
Name/Title
Drew Boyles, Mayor
Tracy Weaver, City Clerk
4142-4607-5437 5
----- - ---- --------------------
Specimen
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086
Agreement No. 6085
(d) that pursuant to Resolution No. 5260, adopted by the City Council of the City on
May 18, 2021 (the "Resolution"), the City Council of the City approved the execution and delivery
of any and all agreements, documents, certificates and instruments referred to therein with
electronic signatures as may be permitted under the California Uniform Electronic Transactions
Act and digital signatures as may be permitted under Section 16.5 of the California Government
Code using DocuSign;
(e) that, for and on behalf of the City, the within -named City Manager of the City, is
authorized to execute, and has executed, with his electronic signature the following documents:
(i) Bond Purchase Agreement, dated May 26, 2021, by and between J.P.
Morgan Securities LLC (the "Representative"), on behalf of itself and as representative of
Stifel, Nicolaus & Company, Inc., and the City, relating to the $144,135,000 aggregate
principal amount of the City of El Segundo (Los Angeles County, California) Taxable
Pension Obligation Bonds, Series 2021 (the "Series 2021 Bonds");
(ii) Trust Agreement, dated as of June 1, 2021, by and between the City and
U.S. Bank National Association, as trustee;
(iii) Official Statement, dated May 26, 2021, relating to the Series 2021 Bonds;
and
(iv) Continuing Disclosure Certificate, dated as of June 9, 2021, executed by the
City;
(f) that the Series 2021 Bonds, dated the date of this Incumbency and Signature
Certificate (this "Certificate"), have been executed by the manual or facsimile signature of the
within -named Mayor of the City and countersigned by the manual or facsimile signature of the
within -named City Clerk of the City;
(g) that he or she agrees and acknowledges that it is his or her intent (i) that, by signing
this Certificate using an electronic signature, he or she is signing, adopting and accepting this
Certificate, and (ii) that signing this Certificate using an electronic signature is the legal equivalent
of having placed his or her handwritten signature on this Certificate on paper;
(h) that he or she acknowledges that he or she is being provided with an electronic or
paper copy of this Certificate in a usable format; and
2
4142-4607-5437 5
��;111 !'11m; ; an, 111 1 sinnimarliga ��;;
Agreement No. 6085
(i) that his or her name, title and email address set forth opposite his or her electronic
signature below is correct, and that his or her digital signature is under his or her sole control.
Name Title Email Address SignatUIV
DOCUS19"d by�
TIRIPAX/PPOPI rpriminn nPr
Tracy Weaver City Clerk
Scott Mitnick City Manager smitnick@elsegundo.org
Joseph Lillio Chief Financial Officer jlillio@elsegundo........org
..---
3
4142 4607-5437 5
E DocuS Uned by,
toff hjtAA
O'F'WE E'49E
. ............... . . .
ttmc.w
Sig ed by,
MX82CAZ70402,
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
$144,135,000
CITY OF EL SEGUNDO
(LOS ANGELES COUNTY, CALIFORNIA)
TAXABLE PENSION OBLIGATION BONDS, SERIES 2021
WRITTEN REQUEST TO TRusTEE
Dated: June 9, 2021
The City of El Segundo, a general law city and municipal corporation organized and
existing under the Constitution and the laws of the State of California (the "City"), hereby states
and certifies:
(a) that the undersigned, Joseph Lillio, is the duly appointed, qualified and acting Chief
Financial Officer of the City, and, as such, is an "Authorized Officer" as such term is defined in
the Trust Agreement, dated as of June 1, 2021 (the "Trust Agreement"), by and between the City
and U.S. Bank National Association, as trustee (the "Trustee"), and, as such, is familiar with the
facts herein certified and is authorized and qualified to certify the same;
(b) that, pursuant to Section 2.03 of the Trust Agreement, the Trustee is hereby
authorized and directed to authenticate $144,135,000 aggregate principal amount of the City of El
Segundo (Los Angeles County, California) Taxable Pension Obligation Bonds, Series 2021 (the
"Series 2021 Bonds"), and to deliver the Series 2021 Bonds to J.P. Morgan Securities LLC (the
"Representative"), on behalf of itself and as representative of Stifel, Nicolaus & Company, Inc.
(collectively, the "Underwriters"), upon receipt by the Trustee from the Underwriters of the
purchase price for the Series 2021 Bonds;
(c) that pursuant to Resolution No. 5260, adopted by the City Council of the City on
May 18, 2021 (the "Resolution"), the City Council of the City approved the execution and delivery
of any and all agreements, documents, certificates and instruments referred to therein with
electronic signatures as may be permitted under the California Uniform Electronic Transactions
Act and digital signatures as may be permitted under Section 16.5 of the California Government
Code using DocuSign;
(d) that the undersigned agrees and acknowledges that it is the undersigned's intent
(i) that, by signing this Certificate using an electronic signature, the undersigned is signing,
adopting and accepting this Certificate, and (ii) that signing this Certificate using an electronic
signature is the legal equivalent of having placed the undersigned officer's handwritten signature
on this Certificate on paper; and
4142-4607-5437 5
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086
Agreement No. 6085
(e) that the undersigned further acknowledges that the undersigned is being provided
with an electronic or paper copy of this Certificate in a usable format.
By: EjDQCUS�gfled by.
,�S ba i6
CC33C,R2(,x47D4R2-,
. . . . . . ...................... -- Joseph Lillio,
Chief Financial Officer
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
$144,135,000
CITY OF EL SEGUNDO
(LOS ANGELES COUNTY, CALIFORNIA)
TAXABLE PENSION OBLIGATION BONDS, SERIES 2021
CERTIFICATE OF THE CITY
Dated: June 9, 2021
The City of El Segundo, a general law city and municipal corporation organized and
existing under the Constitution and the laws of the State of California (the "City"), hereby states
and certifies:
(a) that the undersigned, Scott Mitnick, is the duly appointed, qualified and acting City
Manager of the City, and, as such, is an "Authorized Officer" as such tern is defined in the Trust
Agreement, dated as of June 1, 2021 (the "Trust Agreement"), by and between the City and U.S.
Bank National Association, as trustee (the "Trustee"), relating to the $144,135,000 aggregate
principal amount of the City of El Segundo (Los Angeles County, California) Taxable Pension
Obligation Bonds, Series 2021 (the "Series 2021 Bonds"), and, as such, is familiar with the facts
herein certified and is authorized and qualified to certify the same;
(b) that Resolution No. 5246, adopted by the City Council on January 19, 2021, and
Resolution No. 5260, adopted by the City Council of the City on May 18, 2021 (together, the
"Resolutions"), authorizing the execution and delivery of (i) the Bond Purchase Agreement, dated
May 26, 2021 (the "Purchase Agreement"), by and between J.P. Morgan Securities LLC (the
"Representative"), on behalf of itself and as representative of Stifel, Nicolaus & Company, Inc.
(collectively, the "Underwriters"), (ii) the Trust Agreement, and (iii) the Continuing Disclosure
Certificate, dated the date hereof (the "Continuing Disclosure Certificate" and collectively with
the Purchase Agreement and the Trust Agreement, the "City Documents"), executed by the City,
were duly adopted at meetings of the City Council of the City that were called and held pursuant
to law, with all public notice required by law, and at which a quorum was present and acting
throughout, and the Resolutions are in full force and effect and, except as provided in Resolution
No. 5260, have not been amended, modified or rescinded;
(c) that the representations and warranties of the City contained in the Purchase
Agreement are true and correct in all material respects on and as of the date of this Certificate (this
"Certificate") with the same effect as if made on the date of this Certificate;
(d) that the City has complied with the requirements of the City Documents required
to be complied on the date of this Certificate and as of the date of this Certificate;
(e) that since September 30, 2020, no material adverse change has occurred in the
financial condition, assets, properties or results of operation of the City which is not described in
the Preliminary Official Statement and the Official Statement;
(0 that no event affecting the City has occurred since the date of the Official Statement
which has not been disclosed therein or in any supplement or amendment thereto which event
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
should be disclosed in the Official Statement in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;
(g) the City Documents are in full force and effect as valid and binding agreements of
the City, and the City Documents, the Preliminary Official Statement, dated May 19, 2021, and
the Official Statement have not been amended, modified or supplemented;
(h) that, pursuant to the Resolutions, the City Council of the City approved the
execution and delivery of any and all agreements, documents, certificates and instruments referred
to therein with electronic signatures as may be permitted under the California Uniform Electronic
Transactions Act and digital signatures as may be permitted under Section 16.5 of the California
Government Code using DocuSign;
(i) that the undersigned agrees and acknowledges that it is the undersigned's intent
(i) that, by signing this Certificate using an electronic signature, the undersigned is signing,
adopting and accepting this Certificate, and (ii) that signing this Certificate using an electronic
signature is the legal equivalent of having placed the undersigned officer's handwritten signature
on this Certificate on paper; and
0) that the undersigned acknowledges that the undersigned is being provided with an
electronic or paper copy of this Certificate in a usable format.
Capitalized undefined terms used in this Certificate of the City have the meanings ascribed
thereto in the Purchase Agreement.
CITY OF EL SEGUNDO
By: [S47oc:ti'Wafted by: I
CR AQ1A A
T9CF59F®AAEE49E.,.
Scott Mitnick,
City Manager
2
4142-4607-5437.5
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
$144,135,000
CITY OF EL SEGUNDO
(LOS ANGELES COUNTY, CALIFORNIA)
TAXABLE PENSION OBLIGATION BONDS, SERIES 2021
CERTIFICATE OF THE TRUSTEE
Dated: June 9, 2021
U.S. Bank National Association ("U.S. Bank") hereby states and certifies:
(a) that the undersigned is an authorized officer of U.S. Bank, acting as trustee under
the Trust Agreement, dated as of June 1, 2021 (the "Trust Agreement"), by and between the City
of El Segundo (the "City") and U.S. Bank, as trustee (the "Trustee"), and, as such, is familiar with
the facts herein certified and is authorized and qualified to certify the same;
(b) that the Trustee is a national banking association organized and existing under and
by virtue of the laws of the United States, having the full power and being qualified to enter into
and perform its duties under the Trust Agreement and to authenticate and deliver the City of El
Segundo (Los Angeles County, California) Taxable Pension Obligation Bonds, Series 2021 (the
"Series 2021 Bonds") to J.P. Morgan Securities LLC (the "Representative"), on behalf of itself
and as representative of Stifel, Nicolaus & Company, Inc.;
(c) that the Trustee is duly authorized to enter into the Trust Agreement and to
authenticate and deliver the Series 2021 Bonds to the Representative pursuant to the Trust
Agreement;
(d) that, when delivered to and paid for by the Representative at the Closing, the Series
2021 Bonds will have been duly authenticated and delivered by the Trustee;
(e) that subject to the provisions of the Trust Agreement, the Trustee will apply the
proceeds from the $144,135,000 aggregate principal amount of the Series 2021 Bonds to the
purposes specified in the Trust Agreement;
(f) that the execution and delivery of the Trust Agreement and compliance with the
provisions on the Trustee's part contained therein, will not conflict with or constitute a breach of
or default under any law, administrative regulation, judgment, decree, loan agreement, indenture,
note, resolution, agreement or other instrument to which the Trustee is a party or is otherwise
subject (except that no representation or warranty is made with respect to any federal or state
securities or blue sky laws or regulations), 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 properties or assets held by the Trustee
pursuant to the lien created by the Trust Agreement under the terms of any such law, administrative
regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other
instrument, except as provided by the Trust Agreement;
4142-4607-5437 5
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086
Agreement No. 6085
(g) that, to the best of the undersigned's knowledge, the Trustee has not been served
with any action, suit, proceeding, inquiry or investigation in law or in equity, before or by any
court, governmental agency, public board or body, nor is any such action or other proceeding
threatened against the Trustee, affecting the existence of the Trustee, or the titles of its officers to
their respective offices or seeking to prohibit, restrain, or enjoining the execution and delivery of
the Series 2021 Bonds or the collection of revenues to be applied to pay the principal, premium, if
any, and interest with respect to the Series 2021 Bonds, or the pledge thereof, or in any way
contesting or affecting the validity or enforceability of the Trust Agreement, or contesting the
powers of the Trustee or its authority to enter into, adopt or perform its obligations under any of
the foregoing to which it is a party, wherein an unfavorable decision, ruling or fording would
materially adversely affect the validity or enforceability of the Series 2021 Bonds or the Trust
Agreement, or the power and authority of the Trustee to enter into and perform its duties under the
Trust Agreement and to authenticate and deliver the Series 2021 Bonds to the Representative;
(h) that the undersigned agrees that this Certificate of the Trustee (this "Certificate")
may be executed by electronic means, and further agrees and acknowledges that it is the
undersigned's intent (i) that, by signing this Certificate using an electronic signature, the
undersigned is signing, adopting and accepting this Certificate, and (ii) that signing this Certificate
using an electronic signature is the legal equivalent of having placed the undersigned officer's
handwritten signature on this Certificate on paper; and
(i) that the undersigned acknowledges that it is being provided with an electronic or
paper copy of this Certificate in a usable format.
U.S. BANK NATIONAL
ASSOCIATION, as Trustee
DacuSigned by:
II [Sc, �(.a&
Authorized Officer
4142,-4607-54.37 5 2
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
$144,135,000
CITY OF EL SEGUNDO
(LOS ANGELES COUNTY, CALIFORNIA)
TAXABLE PENSION OBLIGATION BONDS, SERIES 2021
TRUSTEE'S RECEIPT
U.S. Bank National Association ("U.S. Bank") hereby states and certifies:
(a) that the undersigned is an authorized officer of U.S. Bank, acting as trustee under
the Trust Agreement, dated as of June 1, 2021 (the "Trust Agreement"), by and between the City
of El Segundo (the "City") and U.S. Bank, as trustee (the "Trustee"), and, as such, is familiar with
the facts herein certified and is authorized and qualified to certify the same;
(b) that, on the date of this Trustee's Receipt (this "Receipt"), the purchase price for
the $144,135,000 aggregate principal amount of the City of El Segundo (Los Angeles County,
California) Taxable Pension Obligation Bonds, Series 2021 (the "Series 2021 Bonds") has been
calculated by J.P. Morgan Securities LLC (the "Representative"), on behalf of itself and as
representative of Stifel, Nicolaus & Company, Inc. (collectively, the "Underwriters"), and
represented to the Trustee as follows:
$144,135,000.00 Principal Amount of the Series 2021 Bonds
_ 311 998.71 Less Underwriters' Discount
$143,823,001.29 PURCHASE PRICE RECEIVED
(c) that, on the date of this Receipt, the Trustee received from the Representative a wire
transfer of federal funds in the amount of $143,823,001.29, representing the purchase price of the
Series 2021 Bonds, and has deposited or transferred the following amounts on the date of this
Receipt as described below:
$ 302,301.29 Deposited into the Costs of Issuance Fund
143,520,700.00 Deposited into the Refunding Fund
$143,823,001.29 TOTAL AMOUNT DEPOSITED
THIS DATE
(d) that the undersigned agrees that this Receipt may be executed by electronic means,
and further agrees and acknowledges that it is the undersigned's intent (i) that, by signing this
Receipt using an electronic signature, the undersigned is signing, adopting and accepting this
Receipt, and (ii) that signing this Receipt using an electronic signature is the legal equivalent of
having placed the undersigned officer's handwritten signature on this Receipt on paper; and
(e) that the undersigned acknowledges that the undersigned is being provided with an
electronic or paper copy of this Receipt in a usable format.
4142-460'7-5437.5
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086
Agreement No. 6085
Capitalized undefined terms used herein have the meanings ascribed thereto in the Trust
Agreement.
Dated: June 9, 2021
Do Si n d by,
By:
F-31,111YOR
4W2.4607543"?.5 2
DocuSign Envelope ID: DCB7BEBB-418B-4DFA-AA69-DF7E67472086 Agreement No. 6085
$144,135,000
CITY OF EL SEGUNDO
(LOS ANGELES COUNTY, CALIFORNIA)
TAXABLE PENSION OBLIGATION BONDS, SERIES 2021
RECEIPT FOR BONDS
The undersigned, J.P. Morgan Securities LLC (the "Representative"), on behalf of itself
and as representative of Stifel, Nicolaus & Company, Inc. (collectively, the "Underwriters"),
hereby states and certifies as follows:
(a) that the Representative has received on the date of this Receipt for Bonds (this
"Receipt") the $144,135,000 aggregate principal amount of the City of El Segundo (Los Angeles
County, California) Taxable Pension Obligation Bonds, Series 2021, in the fonn of fully -registered
book -entry -only bonds through the facilities of the Depository Trust Company;
(b) that all conditions to the obligations of the Underwriters under the Purchase
Agreement, dated May 26, 2021, by and between the Underwriters and the City of El Segundo,
have been satisfied or waived;
(c) that the undersigned agrees that this Receipt may be executed by electronic means,
and further agrees and acknowledges that it is the undersigned's intent (i) that, by signing this
Receipt using an electronic signature, the undersigned is signing, adopting and accepting this
Receipt, and (ii) that signing this Receipt using an electronic signature is the legal equivalent of
having placed the undersigned representative's handwritten signature on this Receipt on paper;
and
(d) that the undersigned acknowledges that the undersigned is being provided with an
electronic or paper copy of this Receipt in a usable format.
Dated: June 9, 2021
J.P. MORGAN SECURITIES LLC
gncarf72�}nwgf hq
Y......... ..._..�.�.�.�.�........ . .._................. ..
Authorized m Representative
4142-4607-5437 5
Agreement No. 6085
Envelope Id: DCB7BEBB418B4DFAAA69DF7E67472086 Status: Completed
Subject: Please DocuSign: El Segundo Taxable Pension Obligation Bonds, Series 2021 - Closing Documents
Source Envelope:
Document Pages: 65 Signatures: 16 Envelope Originator:
Certificate Pages: 4 Initials: 0 Daphne Chu
AutoNav: Enabled dchu@orrick.com
Envelopeld Stamping: Enabled IP Address: 38,98.0,186
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original Holder: Daphne Chu Location: DocuSign
6/3/2021 2:59:31 PM dchu@orrick.com
Signer Events Signature Timestarrip
Ilse Vlach �c�,e"uSig—dwr Sent: 6/3/2021 4:38:26 PM
ilse.vlach@usbank,com SL �t Resent: 6/4/2021 9:21:12 AM
Security Level: Email, Account Authentication Mt,22G9r(f07417. Viewed: 6/4/2021 3:02:35 PM
(None) Signed: 6/4/2021 3:06:23 PM
Signature Adoption: Pre -selected Style
Using IP Address: 170.135.241,45
Electronic Record and Signature Disclosure:
Accepted: 6/4/2021 3:02:35 PM
ID:dc3699dc-d63e-409d-aa50-0186037eae30
®�s
Joseph Lillio � Sent: 6/3/2021 4:38:25 PM
jlillio@elsegundo.org jbst. bait Viewed: 6/3/2021 4:44:29 PM
Security Level: Email, Account Authentication s.c nrcwra° Signed: 6/3/2021 4:53:44 PM
(None)
Signature Adoption: Pre -selected Style
Using IP Address: 64.201.101.130
Electronic Record and Signature Disclosure:
Accepted: 6/3/2021 4:44:29 PM
ID:667de85e-6227-420c-9bc8-26c09458e999
Mark D. Hensley Sent: Sent: 6/3/2021 4:38:24 PM
mhensley@hensleylawgroup.com ar.CC 5 Resent: 6/4/2021 9:21:12 AM
Security Level: Email, Account Authentication Esw7rsc.""'`` Viewed: 6/7/2021 9:37:03 AM
(None) Signed: 6/7/2021 9:37:28 AM
Signature Adoption: Pre -selected Style
Using IP Address: 162,192.46.179
Electronic Record and Signature Disclosure:
Accepted: 6/7/2021 9:37:03 AM
ID: a8d86a8a-7c2b-4fb5-8f33-1ce47049e7ac
Scott Mitnick Sent: 6/3/2021 4:38:25 PM
smitnick@elsegundo,org 09 i Viewed: 6/3/2021 7:30:51 PM
Security Level: Email, Account Authentication cW r�A.r,��c Signed: 6/3/2021 7:31:14 PM
(None)
Signature Adoption: Pre -selected Style
Using IP Address: 64.201.101 „130
Electronic Record and Signature Disclosure:
Accepted: 6/3/2021 7:30:51 PM
ID:52daaec5-4ec4-4a5c-85a7-6396966742ca
Agreement No. 6085
Signer Events Signature
Tracy Weaver 0=0'g".'"u
TWEAVER@ELSEGUNDO.ORG ="
Security Level: Email, Account Authentication U'E`YA) °4+ Arr�
(None)
Signature Adoption: Pre -selected Style
Using IP Address: 64 201 101.130
Electronic Record and Signature Disclosure:
Accepted: 6/3/2021 7:10:57 PM
ID:d6633019-4b3b-4f67-8871-69eca834f666
Tyler Old
tyler.old@jpmorgan.com It tr i
Security Level: Email, Account Authentication '` p� F,A.16 PAB
(None)
Signature Adoption: Pre -selected Style
Using IP Address: 159,,53.78.142
Electronic Record and Signature Disclosure:
Accepted: 6/3/2021 4:40:56 PM
ID:aa309f5a-e05b-4614-85af-d5bbl4769a5d
In Person Signer Events Signature
Editor Delivery Events Status
Agent Delivery Events Status
Intermediary Delivery Events Status
Certified Delivery Events Status
Carbon Copy Events Status
Connor Norton connor.j.norton@jpmorgan.com COPIED
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Dennis Wong �� PIED
wong.dennis@dorsey„com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Diane Quan
dquan@hawkins.com -COPIED
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Larry Lom
Ilom@knninc.com COPIED�
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Timestamp
Sent: 6/3/2021 4:38:25 PM
Viewed: 6/3/2021 7:10:57 PM
Signed: 6/3/2021 7:14:51 PM
Sent: 6/3/2021 4:38:25 PM
Viewed: 6/3/2021 4:40:56 PM
Signed: 6/3/2021 4:41:38 PM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Sent: 6/3/2021 4:38:27 PM
Sent: 6/3/2021 4:38:28 PM
Viewed: 6/3/2021 5:33:54 PM
Sent: 6/3/2021 4:38:27 PM
Sent: 6/3/2021 4:38:27 PM
Viewed: 6/4/2021 9:03:40 AM
Agreement No. 6085
Carbon Copy Events
Laura Gao
Igao@orrick.com
Project Manager
Orrick - Public Finance
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Matthew Robinson
mrobinson@elsegundo.org
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Status
COPIED
......................
Vicky Cao
wcao@elsegundo.org COPIED
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Timestamp
Sent: 6/3/2021 4:38:26 PM
Viewed: 6/7/2021 9:44:38 AM
Sent: 6/3/2021 4:38:26 PM
Sent: 6/3/2021 4:38:27 PM
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
6/3/2021 4:38:28 PM
Certified Delivered
Security Checked
6/3/2021 4:40:56 PM
Signing Complete
Security Checked
6/3/2021 4:41:38 PM
Completed
Security Checked
6/7/2021 9:37:28 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 7/29/2020 11:33:10 AM Agreement No. 6085
Parties agreed to: Ilse Vlach, Joseph Lillio, Mark D. Hensley, Scott Mitnick, Tracy Weaver, Tyler Old
ELECTRONIC SIGNATURE CONSENT AND DISCLOSURE
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