CITY OF GLENDALE, CALIFORNIA REPORT TO THE: AGENDA ITEM Report: Glendale Water and Power (GWP) Electric Revenue Refunding Bonds 2016

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1 Joint D City Council [2J CITY OF GLENDALE, CALIFORNIA REPORT TO THE: Housing Authority D Successor Agency D Oversight Board D March 29, 2016 AGENDA ITEM Report: Glendale Water and Power (GWP) Electric Revenue Refunding Bonds Ordinance authorizing the issuance of Electric Revenue Bonds, 2016 Refunding Series in the amount of up to $99,500, Resolution authorizing the invitation of bids for the purchase of Electric Revenue Bonds 2016 Refunding Series of the City of Glendale; approving a Notice of Intention to Sell Bonds, a Preliminary Official Statement, a Notice Inviting Bids and Official Bid Form; authorizing the publication of a Notice of Intention to Sell Bonds; authorizing the execution and delivery of a Final Official Statement, a Seventh Supplement to the Indenture of Trust and a Continuing Disclosure Agreement, and authorizing the award of the Bonds COUNCIL ACTION Public Hearing D Ordinance [2J Consent Calendar D Action Item D Report Only D Approved for calendar ADMINISTRATIVE ACTION Submitted by: Stephen M. Zurn, General Manager - GWP Robert P. Elliot, Director of Finance Prepared by: David Davis, Utility Finance Manager Approved by: Scott Ochoa, City Manager Reviewed by: Yasmin K. Beers, Assistant City Manager Michael J. Garcia, City Attorney

2 RECOMMENDATION Glendale Water and Power (GWP) staff recommends that City Council: 1) Adopt the Ordinance, introduced on March 22, 2016, authorizing the issuance of Electric Revenue Bonds, 2016 Refunding Series ("Bonds"), in the amount of up to $99,500,000 in tax exempt bonds secured by revenues of the electric utility; and 2) Adopt the attached Resolution approving other actions and documents in substantial final form to approve the bond issuance, and authorizing the award of the Bonds. Adoption of both the Ordinance and the Resolution are required to meet legal requirements for issuance of revenue bonds. This bond issuance, as all GWP bonds have been issued, will be completed via a competitive sale as outlined in the City Charter. BACKGROUND/ANALYSIS In 2006, the City of Glendale issued electric revenue bonds in the amount of $38,830,000 (current balance remaining of $27,515,000) to refund the outstanding Electric Revenue Bonds, 2000 Series. Ten years after issuance, the outstanding bonds become callable at the option of GWP. The average interest rate remaining on the 2006 bonds is 4.52%. With the current interest rates, it is estimated that the average yield on the new bonds (approximately 2.15%) will be much lower giving the electric utility a present value savings of approximately $3.3 million over the life of the bonds. In 2008, the City of Glendale issued electric revenue bonds in the amount of $60,000,000 (current balance remaining of $60,000,000) to fund capital improvements to the electric system. The average interest rate remaining on the 2008 bonds is 4.67%. With the current interest rates, it is estimated that the average yield on the new bonds (approximately 2.89%) will be much lower giving the electric utility a present value savings of approximately $3.2 million over the life of the bonds. Since interest rates are near historic lows for tax-exempt bonds, timing is excellent to refinance the bonds at lower interest rates and the City may use the savings to increase the cash reserves of the electric utility. On March 22, 2016, the City Council introduced an Ordinance authorizing the issuance of the Bonds in the amount of up to $99,500,000 in net proceeds. The last steps of the process include the adoption of the Ordinance, and the adoption of the attached Resolution approving actions and documents in substantial final form to approve the issuance and award of the Bonds. The documents, on file with the City Clerk and a copy of which has been made available to the City Council, include: 1) A Notice of Intention to Sell Bonds 2) A Preliminary Official Statement 3) A Notice Inviting Bids and Official Bid Form 4) A Seventh Supplement to Indenture of Trust and 5) A Continuing Disclosure Agreement The Resolution will also authorize the execution and delivery of the documents listed above and a Final Official Statement, and the award of the bonds following the competitive bidding process. 2

3 FISCAL IMPACT The proposed refinancing of the 2006 bonds is expected to save on average approximately $200,000 per year in interest expense (current interest rate is approximately 2.15%) and a present value savings of approximately $3.3 million over the life of the bonds. The proposed refinancing of the 2008 bonds is expected to save on average approximately $160,000 per year in interest expense (current interest rates are approximately 2.89%) and a present value savings of approximately $3.2 million over the life of the bonds. A portion of the costs of issuance for this refinancing consists of the costs of services provided by the City's bond counsel Nixon Peabody, LLP and the Financial Advisor (PFM). Those costs are capped at $100,000 and $80,000 respectively, and will be paid at the closing of the issue, utilizing refunding bond proceeds for payment. Nixon Peabody and PFM were selected following a competitive RFP process and awarded contracts at the February 23, 2016 City Council meeting. Other expenses of approximately $120,000 include rating, agency fees, trustee fees, advertising and printing expenses. ALTERNATIVES Alternative 1: Staff recommends that Council adopt the Ordinance and Resolution as proposed by staff. Alternative 2: The City Council may not adopt the Ordinance and Resolution as proposed by staff. Alternative 3: The City Council may consider any other alternatives not proposed by staff. CAMPAIGN DISCLOSURE Not applicable. EXHIBIT($) Exhibit A: Current Financing Schedule 3

4 Your Trusttd Community Utility March GLENDALE WATER AND POWER ELECTRIC REVENUE REFUNDING BONDS, SERIES 2016 REFUNDING OF SERIES 2006 PRELIMINARY FINANCING SCHEDULE April EXHIBIT 1 June City Council meets every Tuesday. Commission meets first Monday of every month. Holidays highlighted in gray. Week of March 14th March 21 st March 28th April 4th April 11th April 25th Activity March 14th: Conference call to discuss first draft of rating agency 10 a.m. PT March 14th: Third draft of documents distributed March 16th: Documents sent to city council March 22 d: First reading of Revenue Bond Ordinance March 28th: Second draft of rating agency presentation distributed March 29th: Second reading of Revenue Bond Ordinance Begins 30 Day Notice Period March 29th: City Council approves documents March 30th: Submit documents to rating agencies March 31 st: Conference call to discuss second draft of rating agency presentation and revised 3 p.m. PT April 4th: Third draft of rating agency presentation distributed April 4th: Fourth draft of documents distributed April 6th: Finalize rating agency presentation April 13th-14th: Rating agency calls, if needed Respond to any rating agency questions Distribute near-final drafts of the Supplemental Indenture, the Notice Inviting Bids, the Notice of Intention to Sell, the POS and Appendices to the POS April 25th: Due diligence call April 25th: Submit Notice of Intent to Sell to Bond Buyer April 26th: Receive ratings April 26th: Conference call to discuss near-final draft of documents and competitive sale procedures, if necessary April 26th: Submit Notice of Intent to Sell to Glendale Independent April 27th: Notice of Intent to Sell runs in Bond Buyer April 28th: End 30 Day Notice Period April 28th: Finalize Notice of Intent to Sell April 28th: Finalize Supplemental Indenture and Preliminary Official Statement April 28th: Post Notice of Intent to Sell, Notice of Sale and Preliminary Official Statement Initialize competitive bid platform and begin marketing April 28th: Notice of Intent to Sell runs in Glendale News-Press May 3rd: Finalize Notice of Sale and Bid Parameters May 4th: Competitive sale of Electric Revenue Refunding Bonds, Series 2016 May 4th: Notice of optional redemption given Responsible Parties BC BC GWP PFM GWP GWP PFM PFM BC PFM GWP, PFM, RA GWP, PFM, RA BC BC, PFM RA BC, PFM BC,PFM BC BC. PFM PFM PFM BC, T GWP I Electric Revenue Refunding Bonds, 2016 Series I Preliminary Financing Schedule Page 1

5 Your Trusted Community Utility GLENDALE WATER AND POWER ELECTRIC REVENUE REFUNDING BONDS, SERIES 2016 REFUNDING OF SERIES 2006 PRELIMINARY FINANCING SCHEDULE March April June City Council meets every Tuesday. Commission meets first Monday of every month. Holidays highlighted in gray. Week of May 9th May 16th May 30th Activity Finalize and Mail Official Statement Preparation of documentation for Closing May 17th: Pre-Closing May 18th: Closing June 3rd: Electric Revenue Bonds, 2006 Series optionally redeemed Responsible Parties BC, PFM BC, PFM Party Issuer Bond Counsel Financial Advisor Trustee Rating Agencies Working Group Participant Glendale Water and Power Nixon Peabody LLP Public Financial Management, Inc. Bank of New York Mellon Fitch and S&P Abbreviation GWP BC PFM T RA GWP I Electric Revenue Refunding Bonds, 2016 Series I Preliminary Financing Schedule Page2

6 ORDINANCE NO. AN ORDINANCE OF THE CITY OF GLENDALE AUTHORIZING THE ISSUANCE BY THE CITY OF CITY OF GLENDALE ELECTRIC REVENUE BONDS, 2016 REFUNDING SERIES, IN AN AMOUNT NOT TO EXCEED AN AGGREGATE PRINCIPAL AMOUNT OF $99,500,000, PAYABLE OUT OF THE ELECTRIC WORKS REVENUE FUND, AND APPROVING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, pursuant to Article XXVI of the Charter (the "Charter") of the City of Glendale, California (the "City"), the City Council of the City (the "City Council") is authorized to provide for the issuance of revenue bonds for the purpose of providing moneys for the financing or refinancing of the acquisition or construction of additions to, or extensions or improvements of, the municipal electric system of the City (the "Electric System") by ordinance authorizing the issuance of such revenue bonds; and WHEREAS, pursuant to Article XXVI of the Charter, the City now proposes to issue its Electric Revenue Bonds, 2016 Refunding Series (the "Bonds") pursuant to an Indenture of Trust, dated as of February 1, 2000, by and between the City and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), as supplemented and amended, including as supplemented by a Seventh Supplement to Indenture of Trust, dated as of May 1, 2016 (the "Seventh Supplement"), by and between the City and the Trustee (collectively, the "Indenture of Trust"), to provide moneys for (i) refunding all of the City of Glendale, California Electric Revenue Refunding Bonds, 2006 Series and all or a portion of the City of Glendale, California Electric Revenue Bonds, 2008 Series (collectively, the "Prior Bonds"), (ii) making a deposit to the Parity Reserve Fund (as defined in the Indenture of Trust), if necessary, and (iii) paying the costs of issuance of the Bonds; and WHEREAS, the Bonds shall not constitute an indebtedness of the City but shall constitute obligations which shall be payable as to both principal and interest only from the Electric Works Revenue Fund of the City, as provided in Section 20 of Article XI of the Charter; provided, however, that nothing shall preclude the payment of debt service on the Bonds from any premium or accrued interest received from the sale of the Bonds as provided in Subsection 4 of Section 4 of Article XXVI of the Charter; and WHEREAS, this Ordinance is for the purpose of authorizing the issuance of the Bonds. NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Glendale: Section 1. Authorization to Issue Bonds; Purposes; Principal Amount. (a) Pursuant to Article XXVI of the Charter, the City Council does hereby authorize to be issued, upon the terms and conditions as hereinafter set forth, the Bonds in the aggregate principal amount of $99,500,000 (or such lesser amount as shall be approved by the City Manager upon consultation with the Director of Finance, the execution of the Bonds constituting conclusive evidence of the City Manager's approval of such principal amount) for the following A 1

7 objects and purposes: (i) refunding the Prior Bonds; (ii) making a deposit to a debt service reserve fund, if necessary; and (iii) paying the costs of issuance of the Bonds. (b) This Ordinance shall constitute complete authority to issue the Bonds pursuant to the Indenture of Trust, as provided herein. The Bonds shall be issued pursuant to and in accordance with the terms and conditions set forth in this Ordinance, and more specifically in the Indenture of Trust. Section 2. Date of issuance; Maximum Interest Rate. The Bonds shall be issued on or about May 18, 2016 (or such other date as shall be acceptable to the City Manager upon consultation with the Director of Finance). The maximum interest rate to be payable on any maturity of Bonds shall not exceed five and a half percent (5.50%) per annum. Section 3. Maturity Dates. The Bonds shall mature (or be payable by sinking fund redemption) in each of the years 2017 through 2038, inclusive (or in such other years as shall be acceptable to the City Manager upon consultation with the Director of Finance). Subject to the preceding sentence, the Bonds shall mature and be payable on such dates as specifically set forth in the Seventh Supplement. Section 4. Execution of Bonds. The Mayor and the Director of Finance are each hereby authorized and directed to execute the Bonds manually or by facsimile signature, and the City Clerk is hereby authorized to attest such signatures by manual or facsimile signature. The City Clerk is hereby authorized to affix the seal of the City to the Bonds by manual or facsimile impression thereon. Section 5. Source of Payment. The Bonds shall not constitute an indebtedness of the City but shall constitute obligations which shall be payable as to both principal and interest only from the Electric Works Revenue Fund of the City, as provided in Section 20 of Article XI of the Charter; provided, however, that nothing shall preclude the payment of debt service on the Bonds from any premium or accrued interest received from the sale of the Bonds as provided in Subsection 4 of Section 4 of Article XXVI of the Charter. Section 6. Official Action. All actions heretofore taken by the officers and agents of the City with respect to the issuance of the Bonds and the negotiation and execution of the agreements relating thereto are hereby approved, confirmed and ratified. The City Manager, the Director of Finance, the City Treasurer, the City Clerk and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including, without limitation, the execution and delivery of any and all certificates, requisitions, agreements, policies (including one or more municipal bond insurance policies and one or more debt service reserve account policies) and other documents, which they, or any of them, may deem necessary or advisable in connection with the issuance, sale and delivery of the Bonds. Section 7. Provisions Necessary and Desirable. The provisions of this Ordinance are deemed necessary and desirable to facilitate the issuance, sale and delivery of the Bonds authorized by this Ordinance

8 Section 8. Publication. The City Clerk shall certify to the passage and adoption of this Ordinance and shall cause this Ordinance to be published once in the Glendale Independent, a newspaper of general circulation published in the City. Section 9. day after its passage. Effective Date. This Ordinance shall take effect on the thirty-first (31 51 ) Passed by the Council of the City of Glendale on the 29th day of March, ATTEST: Mayor City Clerk ST A TE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF GLENDALE ) I, ARDASHES KASSAKHIAN, City Clerk of the City of Glendale, certify that Ordinance No. was passed by the Council of the City of Glendale, California, at a regular meeting held on the 29th day of March, 2016, and that same was passed by the following vote: Ayes: Noes: Absent: Abstain: City Clerk

9 RESOLUTION NO. 16- RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GLENDALE, CALIFORNIA AUTHORIZING THE INVITATION OF BIDS FOR THE PURCHASE OF ELECTRIC REVENUE BONDS, 2016 REFUNDING SERIES OF THE CITY OF GLENDALE; APPROVING A NOTICE OF INTENTION TO SELL BONDS, A PRELIMINARY OFFICIAL STATEMENT, A NOTICE INVITING BIDS AND OFFICIAL BID FORM; AUTHORIZING THE PUBLICATION OF A NOTICE OF INTENTION TO SELL BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A FINAL OFFICIAL STATEMENT, A SEVENTH SUPPLEMENT TO INDENTURE OF TRUST, AN ESCROW AGREEMENT AND A CONTINUING DISCLOSURE AGREEMENT; AND AUTHORIZING THE A WARD OF THE BONDS WHEREAS, the City Council of the City of Glendale, California (the "City Council") deems it necessary and proper that bids be invited for the purchase of the Electric Revenue Bonds, 2016 Refunding Series (the "Bonds") of the City of Glendale, California (the "City") and that the Bonds be sold in the manner and at the time and place hereinafter set forth; NOW, THEREFORE, the City Council does hereby resolve, determine, ratify and order as follows: Section 1. Bids for the purchase of the Bonds shall be received by the Director of Finance of the City or his or her designee (the "Director of Finance") at the time and place determined as provided in the Notice of Intention to Sell Bonds and the Notice Inviting Bids as hereinafter approved. Section 2. The Director of Finance is hereby authorized and directed to publish a Notice of Intention to Sell Bonds, prior to the date of receiving proposals for the purchase of the Bonds, substantially in the form on file with the City Clerk, a copy of which has been made available to the City Council, by one insertion in the Glendale Independent, a newspaper of general circulation published in the City. Section 3. The Director of Finance is further authorized and directed to publish a Notice of Intention to Sell Bonds by one insertion in The Bond Buyer, or another financial publication generally circulated throughout California, prior to the date of receiving proposals for the purchase of the Bonds. Section 4. The City Council hereby approves the Preliminary Official Statement substantially in the form on file with the City Clerk, a copy of which has been made available to the City Council, with such changes therein as the Director of Finance may determine necessary, to be furnished to prospective bidders for the Bonds as provided in Section 5 hereof. The City authorizes the Director of Finance to deem the Preliminary Official Statement to be final within the meaning of U.S. Securities and Exchange Commission Rule 15c2-12, subject to completion of those items permitted by such Rule. The City Council directs the City Clerk to file the Preliminary Official Statement in the City Clerk's office and to identify it as being the A 2

10 Preliminary Official Statement so approved hereby. The Director of Finance is authorized and directed to execute and deliver a final Official Statement in substantially the form of the Preliminary Official Statement hereby approved, with such additions thereto and changes therein as are consistent with this Resolution and recommended or approved by Bond Counsel, Disclosure Counsel or counsel to the City and approved by such officer or designee, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. The Director of Finance is authorized and directed to cause to be provided or furnished to prospective bidders, upon their request, the Preliminary Official Statement and a reasonable number of copies of the Ordinance authorizing the issuance of the Bonds, the Indenture of Trust, dated as of February 1, 2000, by and between the City and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), as supplemented and amended, including as supplemented by a Seventh Supplement to Indenture of Trust (the "Seventh Supplement"), by and between the City and the Trustee (collectively, the "Indenture of Trust"). The Director of Finance shall cause to be furnished to prospective bidders, upon their request, a reasonable number of copies of the Notice Inviting Bids and Official Bid Form, substantially in the form on file with the City Clerk, a copy of which has been made available to the City Council. The Director of Finance is further authorized and directed, after any proposal for the purchase of the Bonds has been accepted by the Director of Finance, and after the final Official Statement has been prepared, to cause the final Official Statement to be furnished to the successful bidder or bidders, as the case may be, for use in connection with the resale of the Bonds, in such number of copies as provided in the Notice Inviting Bids. Section 6. The Director of Finance may withdraw or modify the Notice Inviting Bids, the Official Bid Form and/or the Notice of Intention to Sell Bonds at any time by notice announced by Ipreo or other means determined by the Director of Finance to be reasonably calculated to reach potential bidders for the Bonds. If the Director of Finance should withdraw the Notice Inviting Bids and the Official Bid Form or the Notice of Intention to Sell Bonds at any time before the Bonds are awarded, and should at a later date determine that it is desirable to receive bids for the Bonds, then the Director of Finance is hereby authorized to redistribute the Notice Inviting Bids and the Official Bid Form and republish the Notice of Intention to Sell Bonds with such modifications or revisions as are approved by the Director of Finance. Section 7. The Director of Finance is hereby authorized to award the purchase of the Bonds to the bidder or bidders (which bidder or bidders shall bid by electronic means) that provide the highest responsible bid for the Bonds that produces the lowest true interest cost to the City as provided in the Notice Inviting Bids. The Director of Finance is hereby further authorized to reject any and all bids as he or she deems appropriate and to waive any irregularity or informality in any bid or bids. Section 8. To prescribe the terms and conditions upon which the Bonds are to be issued, secured, executed, authenticated and held, the Seventh Supplement proposed to be executed and delivered by the City and the Trustee, in substantially the form on file with the City Clerk, a copy of which has been made available to the City Council, is hereby approved, and the Director of Finance is hereby authorized and directed, for and in the name and on behalf of the City, to execute, and the City Clerk is authorized to affix the official seal of the City to, and

11 deliver the Seventh Supplement to the Trustee in substantially such form, with such changes (including, without limitation, changes relating to the issuance of a municipal bond insurance policy and/or a surety bond for the debt service reserve fund or such changes as may be requested by a rating agency providing a rating on the Bonds) as may be approved by the Director of Finance, acting on behalf of the City, subject to advice of counsel, such execution thereof to constitute conclusive evidence of the approval of the City of all changes from the form of the Seventh Supplement presented to this meeting. Section 9. The Continuing Disclosure Agreement, proposed to be executed and entered into by and between the City and the Trustee, in substantially the form on file with the City Clerk, a copy of which has been made available to the City Council, is hereby approved, and the Director of Finance is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Trustee the Continuing Disclosure Agreement in substantially said form, with such changes as may be approved by the Director of Finance, acting on behalf of the City, subject to advice of counsel, such execution thereof to constitute conclusive evidence of the approval of the City of all changes from the form of the Continuing Disclosure Agreement presented to this meeting. Section 10. The Escrow Agreement, proposed to be executed and entered into by and between the City and the Trustee, as escrow agent thereunder, in substantially the form on file with the City Clerk, a copy of which has been made available to the City Council, is hereby approved, and the Director of Finance (or, in the absence of the Director of Finance, his or her designee) is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the escrow agent the Escrow Agreement in substantially said form, with such changes as may be approved by the Director of Finance (or, in the absence of the Director of Finance, his or her designee), acting on behalf of the City, subject to advice of counsel, such execution thereof to constitute conclusive evidence of the approval of the City of all changes from the form of the Escrow Agreement presented to this meeting. The refunding of the Refunded Bonds (as defined in the Seventh Supplement) as provided in the Seventh Supplement and the Indenture of Trust is hereby authorized. Section 11. Unless obtained by the successful bidder or bidders of the Bonds, each of the City Manager, the Director of Finance, and the City Treasurer is hereby authorized to obtain municipal bond insurance for all or any portion of the Bonds, provided that the premium for such insurance does not exceed 1.0% of the payments insured. Each of the City Manager, the Director of Finance, and the City Treasurer is hereby authorized and directed to execute and deliver, subject to advice of counsel, any commitment, guaranty, subrogation agreement or other similar agreement in connection with such insurance as shall be approved by the City Manager, Director of Finance, or City Treasurer (such approval to be conclusively evidenced by his or her execution and delivery thereof). Section 12. Each of the City Manager, the Director of Finance and the City Treasurer and each of such officer's designee, and any other officer of the City is hereby authorized to (i) take any and all actions which such person deems necessary or advisable in order to effect the registration or qualification (or exemption therefrom) of the Bonds for issue, offer, sale or trade under the "Blue Sky" or securities laws of any of the states of the United States of America and in connection therewith to execute, acknowledge, verify, deliver, file or cause to be published

12 any applications, reports, and other papers and instruments which may be required under such laws, and to take any and all further actions which such person may deem necessary or advisable in order to maintain any such registration or qualification and (ii) execute and deliver any and all agreements (including, but not limited to, investment agreements or guaranteed investment agreements), documents and instruments and to do and cause to be done any and all acts and things deemed necessary or advisable for carrying out the transactions contemplated by this Resolution. Such actions heretofore taken by such officers or their designees are hereby ratified, confirmed and approved. References herein to specific officers of the City shall include any person acting in such position on behalf of the City. Section 13. This Resolution shall become effective immediately. Adopted by the Council of the City of Glendale on this 29th day of March, ATTEST: Mayor City Clerk STATE OF CALIFORNIA COUNTY OF LOS ANGELES CITY OF GLENDALE ) ) SS ) I, ARDASHES KASSAKHIAN, City Clerk of the City of Glendale, California, do hereby certify that Resolution No. 16- was adopted by the Council of the City of Glendale, California at a regular meeting held on the 29th day of March, 2016, and that same was adopted by the following vote: Ayes: Noes: Absent: Abstain: City Clerk