$31,660,000 ESCONDIDO JOINT POWERS FINANCING AUTHORITY REVENUE BONDS (WATER SYSTEM FINANCING), SERIES 2012

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1 RATINGS: S&P: A+ Fitch: AA- NEW ISSUE BOOK-ENTRY ONLY See the caption RATINGS In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described in this Official Statement, interest (and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond Counsel, interest (and original issue discount) on the Bonds is exempt from State of California personal income tax. See the caption TAX EXEMPTION. $31,660,000 ESCONDIDO JOINT POWERS FINANCING AUTHORITY REVENUE BONDS (WATER SYSTEM FINANCING), SERIES 2012 Dated: Date of Delivery Due: September 1, as shown on inside front cover The Bonds are being issued in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York. Individual purchases will be made in denominations of $5,000 and integral multiples thereof and will be in book-entry form only. Purchasers of the Bonds will not receive certificates representing their beneficial ownership in the Bonds but will receive credit balances on the books of their respective nominees. Interest on the Bonds is payable on September 1, 2012 and each March 1 and September 1 thereafter. Payment of the principal of and interest on the Bonds is to be made to Cede & Co., which is to disburse said payments to the beneficial owners of the Bonds through their nominees. The Bonds are subject to optional redemption and mandatory redemption, all as more fully described herein. The Bonds are being issued to provide funds: (i) to currently refund certain outstanding obligations of the City; (ii) to acquire and construct certain improvements for the City s Water System; and (iii) to pay costs incurred in connection with the issuance of the Bonds. The Bonds are being delivered pursuant to an Indenture of Trust, dated as of February 1, 2012, by and between the Escondido Joint Powers Financing Authority and The Bank of New York Mellon Trust Company, N.A., as trustee. THE BONDS ARE A SPECIAL LIMITED OBLIGATION OF THE AUTHORITY PAYABLE SOLELY FROM AUTHORITY REVENUES, WHICH CONSIST OF INSTALLMENT PAYMENTS TO BE MADE BY THE CITY TO THE AUTHORITY PURSUANT TO THE INSTALLMENT PURCHASE AGREEMENT, AND FROM CERTAIN OTHER FUNDS AND ACCOUNTS HELD BY THE TRUSTEE PURSUANT TO THE INDENTURE. NEITHER THE FULL FAITH AND CREDIT NOR ANY OTHER REVENUES OR FUNDS OF THE AUTHORITY ARE PLEDGED TO OR AVAILABLE FOR THE PAYMENT OF DEBT SERVICE ON THE BONDS. THE OBLIGATION OF THE AUTHORITY TO MAKE PAYMENTS OF PRINCIPAL OF AND INTEREST ON THE BONDS DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE AUTHORITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE AUTHORITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. THE OBLIGATION OF THE CITY TO MAKE INSTALLMENT PAYMENTS PURSUANT TO THE INSTALLMENT PURCHASE AGREEMENT DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. THE OBLIGATION OF THE CITY TO MAKE THE INSTALLMENT PAYMENTS IS A SPECIAL LIMITED OBLIGATION OF THE CITY PAYABLE SOLELY FROM REVENUES OF THE CITY S WATER SYSTEM REMAINING AFTER PAYING OPERATION AND MAINTENANCE COSTS AND DOES NOT CONSTITUTE A DEBT OF THE CITY OR OF THE STATE OF CALIFORNIA OR OF ANY POLITICAL SUBDIVISION THEREOF IN CONTRAVENTION OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. THE OBLIGATION OF THE CITY TO MAKE INSTALLMENT PAYMENTS PURSUANT TO THE INSTALLMENT PURCHASE AGREEMENT IS PAYABLE FROM NET REVENUES OF THE CITY S WATER SYSTEM ON A PARITY WITH CERTAIN CONTRACTS DESCRIBED HEREIN. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. MATURITY SCHEDULE (See inside front cover) The Bonds are offered when, as and if delivered and received by the Underwriter, subject to the approval as to the valid and binding nature of the Indenture by Stradling Yocca Carlson & Rauth, a Professional Corporation, Bond Counsel and Disclosure Counsel, and certain other conditions. Certain legal matters will be passed upon for the City and the Authority by Jeffrey Epp, Esquire, City Attorney and General Counsel to the Authority, for the Underwriter by Best, Best & Krieger LLP, Sacramento, California, and for the Trustee by its counsel. It is anticipated that the Bonds will be available for delivery through the facilities of The Depository Trust Company on or about April 4, Dated: March 21, 2012

2 $31,660,000 ESCONDIDO JOINT POWERS FINANCING AUTHORITY REVENUE BONDS (WATER SYSTEM FINANCING), SERIES 2012 MATURITY SCHEDULE BASE CUSIP NO E * $10,845,000 Serial Bonds Maturity Date (September 1) Principal Amount Interest Rate Yield CUSIP 2012 $ 285, % 0.450% CL , CM , CN , CP , CQ , CR , CS , CT , CU , CV , CW , (c) CX , (c) CY , CZ , DA , DB , DC , DD1 $2,485, % Term Bonds Due September 1, 2031 Price % (c) CUSIP DE9 $4,025, % Term Bonds Due September 1, 2033 Price % (c) CUSIP DF6 $14,305, % Term Bonds Due September 1, 2041 Price % (c) CUSIP DG4 * CUSIP is a registered trademark of the American Bankers Association. Copyright American Bankers Association. All rights reserved. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor s Financial Services LLC on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services. CUSIP numbers are provided for convenience of reference only. Neither the City, the Authority nor the Underwriter take any responsibility for the accuracy of such numbers. (c) Yield or price to optional redemption date of March 1, 2022 at par.

3 CITY OF ESCONDIDO MAYOR AND MEMBERS OF THE CITY COUNCIL Sam Abed, Mayor Marie Waldron, Deputy Mayor Michael Morasco, Member Ed Gallo, Member Olga Diaz, Member ESCONDIDO JOINT POWERS FINANCING AUTHORITY Sam Abed, Chairperson Marie Waldron, Chairperson Pro Tem Michael Morasco, Member Ed Gallo, Member Olga Diaz, Member STAFF Clay Phillips, City Manager/Authority Secretary Jeffrey Epp, Esq., City Attorney/Authority Counsel Gil Rojas, Finance Director/Authority Auditor/Treasurer Kenneth Hugins, Treasurer Christopher W. McKinney, Utilities Director Craig Whittemore, Deputy Director, Utilities, Construction and Engineering SPECIAL SERVICES Bond Counsel and Disclosure Counsel Stradling Yocca Carlson & Rauth, a Professional Corporation Newport Beach, California Trustee The Bank of New York Mellon Trust Company, N.A. Los Angeles, California Verification Agent Causey, Demgen & Moore Inc. Denver, Colorado

4 This Official Statement does not constitute an offering of any security other than the original offering of the Bonds. No dealer, broker, salesperson or other person has been authorized by the City or the Authority to give any information or to make any representations other than those contained in this Official Statement in connection with the offering made hereby and, if given or made, such other information or representations must not be relied upon as having been authorized by the City or the Authority. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts. The information and expression of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or any other parties described herein since the date hereof. All summaries of the Indenture, Installment Purchase Agreement, or other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the City for further information in connection therewith. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. CERTAIN STATEMENTS CONTAINED IN THIS OFFICIAL STATEMENT REFLECT NOT HISTORICAL FACTS BUT FORECASTS AND FORWARD-LOOKING STATEMENTS. NO ASSURANCE CAN BE GIVEN THAT THE FUTURE RESULTS DISCUSSED HEREIN WILL BE ACHIEVED, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE FORECASTS DESCRIBED HEREIN. IN THIS RESPECT, THE WORDS ESTIMATE, PROJECT, ANTICIPATE, EXPECT, INTEND, BELIEVE AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ALL PROJECTIONS, FORECASTS, ASSUMPTIONS, EXPRESSIONS OF OPINIONS, ESTIMATES AND OTHER FORWARD-LOOKING STATEMENTS ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. This Official Statement and the information contained herein are subject to completion or amendment without notice. These securities may not be sold nor may an offer to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AT PRICES LOWER THAN THE PUBLIC OFFERING PRICE STATED ON THE INSIDE FRONT COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICE MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. The City maintains a website. However, the information presented on such website is not part of this Official Statement and should not be relied upon in making an investment decision with respect to the Bonds.

5 TABLE OF CONTENTS Page INTRODUCTION... 1 REFUNDING PLAN... 2 General... 2 Verification of Mathematical Computations... 3 THE PROJECT... 3 ESTIMATED SOURCES AND USES OF FUNDS... 4 THE BONDS... 4 General Provisions... 4 Book-Entry Only System... 5 Transfers and Exchanges Upon Termination of Book-Entry Only System... 5 Redemption... 6 Selection of Bonds for Redemption... 7 Notice of Redemption... 7 Effect of Redemption... 7 INSTALLMENT PAYMENT SCHEDULE... 8 SECURITY FOR THE BONDS... 8 Installment Payments Payable From Net Revenues... 9 Rate Covenant No Reserve Fund Parity Bonds and Additional Contracts Insurance; Reconstruction, Repair and Replacement Limitations on Remedies THE CITY THE WATER SYSTEM Management Employees and Employee Benefits Investment of City Funds Outstanding Obligations Facilities Water Supply Service Area and Customers Historic Water Usage Projected Water System Capital Improvements Projected Service Connections and Production Projected Water Usage Growth Management Rates and Charges Billing and Collection Procedures and Delinquencies FINANCIAL INFORMATION OF THE CITY Financial Statements Historic Operating Results and Debt Service Coverage Projected Operating Results and Debt Service Coverage i

6 TABLE OF CONTENTS (continued) Page CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND CHARGES Article XIIIB Proposition Future Initiatives CERTAIN RISKS TO BONDHOLDERS Limited Obligations Accuracy of Assumptions Water System Demand Water System Expenses Limited Recourse on Default Rate-Setting Process under Proposition Statutory and Regulatory Compliance Natural Disasters Limitations on Remedies Loss of Tax Exemption Secondary Market Parity Obligations THE AUTHORITY APPROVAL OF LEGAL PROCEEDINGS LITIGATION City Authority TAX EXEMPTION CONTINUING DISCLOSURE RATINGS UNDERWRITING MISCELLANEOUS APPENDIX A - CITY FINANCIAL STATEMENTS...A-1 APPENDIX B - GENERAL INFORMATION REGARDING THE CITY OF ESCONDIDO... B-1 APPENDIX C - DEFINITIONS AND SUMMARY OF CERTAIN PROVISIONS OF THE INSTALLMENT PURCHASE AGREEMENT AND THE INDENTURE... C-1 APPENDIX D - FORM OF OPINION OF BOND COUNSEL...D-1 APPENDIX E - INFORMATION CONCERNING DTC... E-1 APPENDIX F - FORM OF CONTINUING DISCLOSURE CERTIFICATE...F-1 ii

7 OCEANSIDE }þ 78 VISTA CARLSBAD SAN MARCOS 15 Escondido 5 ENCINITAS S.D. COUNTY SOLANA BEACH DEL MAR }þ POWAY 5 SAN DIEGO }þ 52 SANTEE }þ 67 8 }þ }þ125 EL CAJON 805 LA MESA 5 }þ 94 LEMON GROVE }þ 75 CORONADO NATIONAL CITY }þ 54 Pacific Ocean CHULA VISTA }þ125 IMPERIAL BEACH }þ905 U.S. Border Mexico Border Escondido City Boundary Escondido General Plan Area Source: SanGIS, City of Escondido Freeways Highways Mile s Escondido General Plan Regional Location

8

9 SUMMARY STATEMENT This summary is subject in all respects to the more complete information contained in this Official Statement, and the offering of the Bonds to potential investors is made only by means of the entire Official Statement. Purpose. The Bonds are being issued to provide funds: (i) to currently refund certain outstanding obligations of the City, as described under the caption REFUNDING PLAN; (ii) to acquire and construct certain improvements for the City s Water System, as described under the caption THE PROJECT; and (iii) to pay costs incurred in connection with the issuance of the Bonds. Security for the Bonds. The Bonds are a special limited obligation of the Authority payable solely from Authority Revenues, which consist of Installment Payments to be made by the City to the Authority pursuant to the Installment Purchase Agreement and amounts on deposit in certain funds and accounts established by the Indenture. Neither the full faith and credit nor any other revenues or funds of the Authority are pledged to or available for the payment of debt service on the Bonds. THE OBLIGATION OF THE AUTHORITY TO MAKE PAYMENTS OF PRINCIPAL OF AND INTEREST ON THE BONDS DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE AUTHORITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE AUTHORITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. The obligation of the City to make Installment Payments is a special limited obligation of the City payable solely from Net Revenues of the City s Water System, consisting of Revenues remaining after the payment of Operation and Maintenance Costs, as such terms are defined under the caption SECURITY FOR THE BONDS Installment Payments Payable From Net Revenues. The obligation of the City to make the Installment Payments under the Installment Purchase Agreement is absolute and unconditional, and until such time as all payments required thereunder have been paid in full (or provision for the payment thereof has been made as provided for in the Installment Purchase Agreement), the City will not discontinue or suspend any Installment Payments required to be made by it under the Installment Purchase Agreement when due, whether or not the Water System or any part thereof is operating or operable, or its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part, and whether or not the 2012 Project has been completed, and such payments will not be subject to reduction whether by offset or otherwise and will not be conditional upon the performance or nonperformance by any party of any agreement for any cause whatsoever. THE OBLIGATION OF THE CITY TO MAKE INSTALLMENT PAYMENTS PURSUANT TO THE INSTALLMENT PURCHASE AGREEMENT DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. THE OBLIGATION OF THE CITY TO MAKE THE INSTALLMENT PAYMENTS IS A SPECIAL LIMITED OBLIGATION OF THE CITY PAYABLE SOLELY FROM REVENUES OF THE CITY S WATER SYSTEM REMAINING AFTER PAYING OPERATION AND MAINTENANCE COSTS AND DOES NOT CONSTITUTE A DEBT OF THE CITY OR OF THE STATE OF CALIFORNIA OR OF ANY POLITICAL SUBDIVISION THEREOF IN CONTRAVENTION OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. THE OBLIGATION OF THE CITY TO MAKE INSTALLMENT PAYMENTS PURSUANT TO THE INSTALLMENT PURCHASE AGREEMENT IS PAYABLE FROM NET REVENUES OF THE CITY S WATER SYSTEM ON A PARITY WITH CERTAIN CONTRACTS DESCRIBED HEREIN. SEE THE CAPTION THE WATER SYSTEM OUTSTANDING OBLIGATIONS. i

10 Rate Covenant. Under the Installment Purchase Agreement, the City has covenanted that it will, to the fullest extent permitted by law, fix and prescribe, at the commencement of the each Fiscal Year, rates and charges for the Water Service which are reasonably expected to be at least sufficient to yield during each Fiscal Year Net Revenues equal to 120% of the Debt Service payable in such Fiscal Year. See the caption SECURITY FOR THE BONDS Rate Covenant. For a discussion of statutory and voter approved limitations on the City s ability to establish and charge certain rates and charges, see the caption CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND CHARGES. Parity Obligations. The obligation of the City to pay the Installment Payments from Net Revenues is on a parity with certain outstanding obligations of the City, as described under the caption THE WATER SYSTEM Outstanding Obligations. Additional Indebtedness. The Installment Purchase Agreement does not permit the City to make any additional pledge of, or to place any additional lien, on the Revenues, or any portion thereof, which is senior to the pledge and lien securing the payment of the Installment Payments. The Installment Purchase Agreement does permit the City to incur Parity Bonds or Contracts payable on a parity with the Installment Payments provided that certain conditions are satisfied as described herein. Nothing in the Installment Purchase Agreement precludes the City from entering into obligations which are Operation and Maintenance Costs and, therefore, payable from Revenues prior to the Installment Payments, or from issuing any bonds or executing contracts the payments under which are payable from Net Revenues subordinate to Parity Bonds or Contracts of the City. See the caption SECURITY FOR THE BONDS Parity Bonds and Additional Contracts. Redemption. The Bonds are subject to optional redemption and mandatory redemption. See the caption THE BONDS Redemption. The City and the Authority. The City was incorporated under the general laws of the State of California in The City is located in north San Diego County, approximately 30 miles north of the City of San Diego. The City has a current population of approximately 144,000. The City s Water System serves approximately 80% of the geographic area of the City, as well as a small portion of the unincorporated area of San Diego County. For information concerning the Water System, see the caption THE WATER SYSTEM. For general information regarding the City, see Appendix B attached hereto. The Authority was formed pursuant to a Joint Exercise of Powers Agreement, dated November 20, 1991, by and between the City and the Community Development Commission of the City of Escondido, and Section 6500 et seq. of the California Government Code. The Authority is a separate entity constituting a public instrumentality of the State and was formed for the public purpose of, among others, assisting the City in financing and refinancing capital projects. ii

11 $31,660,000 ESCONDIDO JOINT POWERS FINANCING AUTHORITY REVENUE BONDS (WATER SYSTEM FINANCING), SERIES 2012 INTRODUCTION This Official Statement, including the cover page and all appendices hereto, provides certain information concerning the issuance, sale and delivery of the Escondido Joint Powers Financing Authority Revenue Bonds (Water System Financing), Series 2012 (the Bonds ). Descriptions and summaries of various documents hereinafter set forth do not purport to be comprehensive or definitive, and reference is made to each document for complete details of all terms and conditions. All statements herein are qualified in their entirety by reference to each document. Capitalized terms used and not otherwise defined herein have the meanings ascribed thereto in Appendix C hereto. The Bonds are being issued pursuant to an Indenture of Trust, dated as of February 1, 2012 (the Indenture ), by and between the Escondido Joint Powers Financing Authority (the Authority ) and The Bank of New York Mellon Trust Company, N.A., Los Angeles, California, as trustee (the Trustee ). The Bonds are limited obligations of the Authority payable solely from payments (the Installment Payments ) to be made by the City of Escondido (the City ) to the Authority pursuant to an Installment Purchase Agreement, dated as of February 1, 2012 (the Installment Purchase Agreement ), by and between the City and the Authority. THE OBLIGATION OF THE CITY TO MAKE INSTALLMENT PAYMENTS PURSUANT TO THE INSTALLMENT PURCHASE AGREEMENT DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. THE OBLIGATION OF THE CITY TO MAKE THE INSTALLMENT PAYMENTS IS A SPECIAL LIMITED OBLIGATION OF THE CITY PAYABLE SOLELY FROM REVENUES OF THE CITY S WATER SYSTEM REMAINING AFTER PAYING OPERATION AND MAINTENANCE COSTS AND DOES NOT CONSTITUTE A DEBT OF THE CITY OR OF THE STATE OF CALIFORNIA OR OF ANY POLITICAL SUBDIVISION THEREOF IN CONTRAVENTION OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. THE OBLIGATION OF THE CITY TO MAKE INSTALLMENT PAYMENTS PURSUANT TO THE INSTALLMENT PURCHASE AGREEMENT IS PAYABLE FROM NET REVENUES OF THE CITY S WATER SYSTEM ON A PARITY WITH CERTAIN CONTRACTS DESCRIBED HEREIN. The Bonds are being issued to provide funds: (i) to currently refund certain outstanding obligations of the City, as described under the caption REFUNDING PLAN; (ii) to acquire and construct certain improvements for the City s Water System, as described under the caption THE PROJECT; and (iii) to pay costs incurred in connection with the issuance of the Bonds. The City regularly prepares a variety of reports, including audits, budgets and related documents. Any Bond Owner may obtain a copy of such reports, as available, from the City at the following address: City of Escondido, 201 North Broadway, Escondido, California 92025, Attn: Director of Finance. Changes have been made to this Official Statement since the Preliminary Official Statement dated March 14, 2012: (i) under the caption THE WATER SYSTEM Employees and Employee Benefits Pension Benefits to reflect changes in certain actuarial assumptions related to the City s pension plan; and (ii) throughout the Official Statement to reflect the receipt of a final payment schedule with respect to the Alexander Area Phase II State Loan.

12 REFUNDING PLAN General 2000A Certificates. The Bonds are being issued, in part, to provide a portion of the moneys to currently refund the $9,830,000 outstanding aggregate principal amount of the City s outstanding Revenue Certificates of Participation, Series 2000A (the 2000A Certificates ). The 2000A Certificates were executed and delivered to refinance certain capital improvements to the Water System and to finance certain capital improvements, including the construction of certain recycled water distribution lines related to the Hale Avenue Resource Recovery Facility (the HARRF ), the City s wastewater treatment plant. In connection with the execution and delivery of the 2000A Certificates, the City and the Authority entered into an Installment Purchase Agreement, dated as of February 1, 2000 (the 2000A Installment Purchase Agreement ). Under the 2000A Installment Purchase Agreement, the City is obligated to make installment payments (the Series 2000A Installment Payments ) from Net Revenues of the Water System. The City currently reimburses the Water System from wastewater system revenues for that portion of the Series 2000A Installment Payments attributable to the construction of the recycled water distribution lines. Such reimbursement is in the approximate annual amount of $395,000. The City expects to apply a portion of the proceeds of the Escondido Joint Powers Financing Authority Revenue Bonds (Wastewater System Financing), Series 2012 (the Wastewater Bonds ), which are expected to be issued on or about the date of issuance of the Bonds, to pay off the remaining reimbursement obligation to the Water System. A portion of the net proceeds of the Bonds will be deposited into the Escrow Fund (the 2000A Escrow Fund ) established under the Escrow Agreement (2000), dated as of February 1, 2012 (the 2000A Escrow Agreement ), by and between the City and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the Escrow Agent ). Such amounts, amounts transferred from certain funds held under the Trust Agreement, dated as of February 1, 2000, by and among the City, the Authority, and The Bank of New York Mellon Trust Company, N.A., as successor in interest to BNY Western Trust Company, for the 2000A Certificates, and a portion of the proceeds of the Wastewater Bonds, will be held in cash or invested in direct general obligations of the United States of America (the Defeasance Obligations ). The Defeasance Obligations will be scheduled to mature in such amounts and at such times and bear interest at such rates as to provide amounts sufficient to pay scheduled principal and interest with respect to the 2000A Certificates through on or about the thirtieth day after issuance of the Bonds and to pay on or about the thirtieth day after issuance of the Bonds the prepayment price of the 2000A Certificates maturing thereafter. All Defeasance Obligations will be irrevocably pledged to secure, when due, the payment of the principal, interest and premium due with respect to the 2000A Certificates. As a result of the deposit and investment of funds under the 2000A Escrow Agreement, all of the City s obligations with respect to the 2000A Certificates, including the pledge and lien on the Revenues of the Water System which secure the City s obligations represented by the 2000A Certificates, will be fully discharged upon the execution and delivery of the Bonds. The sufficiency of the Defeasance Obligations to pay such amounts will be verified by Causey, Demgen & Moore Inc., Denver, Colorado (the Verification Agent ). See the caption Verification of Mathematical Computations below. The amounts held and invested by the Escrow Agent in the 2000A Escrow Fund are pledged solely to the payment of the 2000A Certificates. Neither the funds deposited in the 2000A Escrow Fund nor the interest thereon will be available for payments on the Bonds. 2002A Certificates. The Bonds are being issued, in part, to provide a portion of the moneys to currently refund the $8,585,000 outstanding aggregate principal amount of the City s outstanding Revenue Certificates of Participation, Series 2002A (the 2002A Certificates ). The 2002A Certificates were executed and delivered to finance certain capital improvements to the Water System. In connection with the execution and delivery of the 2002A Certificates, the City and the Authority entered into an Installment Purchase 2

13 Agreement, dated as of July 1, 2002 (the 2002 Installment Purchase Agreement ). Under the 2002 Installment Purchase Agreement, the City is obligated to make installment payments (the Series 2002 Installment Payments ) from Net Revenues of the Water System. A portion of the net proceeds of the Bonds will be deposited into the Escrow Fund (the 2002A Escrow Fund ) established under the Escrow Agreement (2002), dated as of February 1, 2012 (the 2002A Escrow Agreement ), by and between the City and the Escrow Agent. Such amounts and amounts transferred from certain funds held under the Trust Agreement, dated as of July 1, 2002, by and among the City, the Authority, and The Bank of New York Mellon Trust Company, N.A., as successor in interest to BNY Western Trust Company, for the 2002A Certificates will be held in cash or invested in Defeasance Obligations. The Defeasance Obligations will be scheduled to mature in such amounts and at such times and bear interest at such rates as to provide amounts sufficient to pay scheduled principal and interest with respect to the 2002A Certificates through on or about the thirtieth day after issuance of the Bonds and to pay on or about the thirtieth day after issuance of the Bonds the prepayment price of the 2002A Certificates maturing thereafter. All Defeasance Obligations will be irrevocably pledged to secure, when due, the payment of the principal, interest and premium due with respect to the 2002A Certificates. As a result of the deposit and investment of funds under the 2002A Escrow Agreement, all of the City s obligations with respect to the 2002A Certificates, including the pledge and lien on the Revenues of the Water System which secure the City s obligations represented by the 2002A Certificates, will be fully discharged upon the execution and delivery of the Bonds. The sufficiency of the Defeasance Obligations to pay such amounts will be verified by the Verification Agent. See the caption Verification of Mathematical Computations below. The amounts held and invested by the Escrow Agent in the 2002A Escrow Fund are pledged solely to the payment of the 2002A Certificates. Neither the funds deposited in the 2002A Escrow Fund nor the interest thereon will be available for payments on the Bonds. Verification of Mathematical Computations Upon delivery of the Bonds, the Verification Agent, a firm of independent public accountants, will deliver a report on the mathematical accuracy of certain computations based upon certain information and assertions provided to them by the Underwriter relating to: (a) the adequacy of the maturing principal of and interest earned on the Defeasance Obligations, together with the cash to be concurrently deposited in the 2000A Escrow Fund and the 2002A Escrow Fund, to pay all of the principal and interest due with respect to the 2000A Certificates and the 2002A Certificates, respectively (see the caption General ), as such principal and interest becomes due and payable, and to pay the prepayment price of the 2000A Certificates and the 2002A Certificates on or about the thirtieth day after issuance of the Bonds; and (b) the computations of yield of the Bonds and the Defeasance Obligations which support Bond Counsel s opinion that interest on the Bonds is not includable in gross income for federal income tax purposes. THE PROJECT The Project consists of: (a) the Prior Project, meaning the City Water System improvements funded from the proceeds of the 2000A Certificates and the 2002A Certificates, as described under the caption REFUNDING PLAN General; and (b) the 2012 Project to be funded from a portion of the proceeds of the Bonds, as described below. The City expects to spend a portion of the Bond proceeds to acquire and construct a variety of capital improvements to the City s Water System during the fiscal years of the City ending June 30 (each, a Fiscal Year ), 2012 through These improvements are expected to include: (i) replacement of the Lindley Reservoir; (ii) upgrades to other Water System reservoirs; (iii) an upgrade to the Water Treatment Plant s chlorine treatment facilities; (iv) costs associated with the acquisition of a replacement administrative and 3

14 office building for Utility Division staff; (v) planning and design of the Lake Wohlford Dam reconstruction (as described under the caption THE WATER SYSTEM Water Supply Local Water Supply ); (vi) water pipeline replacements; and (vii) other miscellaneous improvements (collectively, the 2012 Project ). Pursuant to the Installment Purchase Agreement, the City may substitute or add additional projects to the 2012 Project. See Appendix C under the caption INSTALLMENT PURCHASE AGREEMENT ACQUISITION OF THE 2012 PROJECT Changes to the 2012 Project. Depending upon the timing of the California Department of Water Resources ( DWR ) grant described under the caption THE WATER SYSTEM Water Supply Local Water Supply, the City may substitute portions of the Lake Wohlford Dam reconstruction for certain listed components of the 2012 Project. To the extent that the City is later reimbursed for such costs from proceeds of the DWR grant, moneys received from the DWR grant may be expended on other Water System capital improvements. See the caption THE WATER SYSTEM Projected Water System Capital Improvements. The City expects to comply with all governmental approval, public bidding and other permitting requirements for each component of the 2012 Project as required by law. All components of the 2012 Project are expected to be substantially completed by the first quarter of ESTIMATED SOURCES AND USES OF FUNDS The following table sets forth the estimated sources and uses of funds in connection with the issuance of the Bonds and the current refunding of the 2000A Certificates and the 2002A Certificates: Sources: Principal Amount of Bonds $ 31,660, Plus Net Original Issue Premium 1,655, Wastewater Bond Proceeds (1) 3,984, Transfer from 2000A Certificates Funds and Accounts 856, Transfer from 2002A Certificates Funds and Accounts 846, Total Sources: $ 39,002, Uses: 2000A Escrow Fund (2) $ 9,928, A Escrow Fund 8,744, Acquisition Fund 20,000, Underwriter s Discount 178, Costs of Issuance (3) 150, Total Uses: $ 39,002, (1) (2) (3) Represents Wastewater Bond proceeds to be deposited in the 2000A Escrow Fund. See the caption REFUNDING PLAN General 2000A Certificates. Includes Bond proceeds, moneys transferred from funds and accounts established in connection with the 2000A Certificates and Wastewater Bond proceeds. See the caption REFUNDING PLAN General 2000A Certificates. Includes certain legal, financing, rating agency and Trustee fees and printing costs. THE BONDS General Provisions The Bonds will be issued in the aggregate principal amount of $31,660,000. The Bonds will bear interest from and be dated the date of initial issuance, and will be payable upon maturity on the dates set forth on the inside front cover page hereof. Interest on the Bonds will be payable on September 1, 2012 and each March 1 and September 1 thereafter. Interest will be calculated at the rates set forth on the inside front cover page hereof and on the basis of a year of 360 days comprised of twelve 30 day months. 4

15 The Bonds will be delivered only in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). DTC will act as securities depository for the Bonds. Ownership interests in the Bonds may be purchased in book-entry form only in denominations of $5,000 or any integral multiple thereof. See the caption Book-Entry Only System below and Appendix E attached hereto. In the event that the book-entry only system described below is discontinued, the principal of any Bond will be payable by check or draft of the Trustee upon presentation and surrender thereof at maturity or upon prior redemption at the Office of the Trustee in Los Angeles, California. Such principal and interest will be payable in lawful money of the United States of America. Book-Entry Only System One fully-registered Bond for each maturity will be issued in the principal amount of such Bond. Such Bonds will be registered in the name of Cede & Co. and will be deposited with DTC. As long as the ownership of the Bonds is registered in the name of Cede & Co., the term Owner as used in this Official Statement will refer to Cede & Co. and not to the actual purchasers of the Bonds (the Beneficial Owners ). The Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, the Bonds will be printed and delivered and will be governed by the provisions of the Indenture with respect to payment of principal and interest and rights of exchange and transfer. The Authority cannot and does not give any assurances that DTC participants or others will distribute payments with respect to the Bonds received by DTC or its nominee as the registered Owner, or any redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or that DTC will service and act in the manner described in this Official Statement. See Appendix E hereto for additional information concerning DTC. Transfers and Exchanges Upon Termination of Book-Entry Only System In the event that the book-entry system described above is discontinued, the Bonds will be printed and delivered as provided in the Indenture. Thereafter, any Bond may, in accordance with its terms, be transferred on the Registration Books by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond at the Office of the Trustee for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. The Trustee is not required to register the transfer of any Bond during the period in which the Trustee is selecting Bonds for redemption and any Bond that has been selected for redemption. Whenever any Bond is surrendered for transfer, the Authority will execute and the Trustee will authenticate and deliver a new Bond or Bonds of authorized denomination or denominations for a like series and aggregate principal amount of the same maturity. The Trustee will require the Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. Following any transfer of Bonds, the Trustee will cancel and destroy the Bonds it has received. Bonds may be exchanged at the Office of the Trustee for a like aggregate principal amount of other authorized denominations of the same series and maturity. The Trustee is not required to exchange any Bond during the period in which the Trustee is selecting Bonds for redemption and any Bond that has been selected for redemption. The Trustee will require the Bond Owner requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. Following any exchange of Bonds, the Trustee will cancel and destroy the Bonds it has received. 5

16 Redemption Optional Redemption. The Bonds with stated maturities on or after September 1, 2022 will be subject to redemption prior to their respective stated maturities, as a whole or in part on any date as directed by the Authority and by lot within each maturity in integral multiples of $5,000, on or after March 1, 2022, at a price equal to the principal amount thereof plus accrued interest thereon to the date fixed for redemption, without premium. Mandatory Redemption. The Bonds with stated maturities on September 1, 2031 are subject to mandatory sinking fund redemption in part (by lot) on each September 1 on and after September 1, 2030, in integral multiples of $5,000 at a Redemption Price of the principal amount thereof plus accrued interest thereon to the date fixed for redemption, without premium, in accordance with the following schedule: Final Maturity. Redemption Date (September 1) Principal Amount 2030 $ 840, ,645,000 The Bonds with stated maturities on September 1, 2033 are subject to mandatory sinking fund redemption in part (by lot) on each September 1 on and after September 1, 2032, in integral multiples of $5,000 at a Redemption Price of the principal amount thereof plus accrued interest thereon to the date fixed for redemption, without premium, in accordance with the following schedule: Final Maturity. Redemption Date (September 1) Principal Amount 2032 $ 1,965, ,060,000 The Bonds with stated maturities on September 1, 2041 are subject to mandatory sinking fund redemption in part (by lot) on each September 1 on and after September 1, 2038, in integral multiples of $5,000 at a Redemption Price of the principal amount thereof plus accrued interest thereon to the date fixed for redemption, without premium, in accordance with the following schedule: Final Maturity. Redemption Date (September 1) Principal Amount 2038 $ 3,320, ,485, ,660, ,840,000 In the event of an optional redemption of Bonds as described above, the Authority will provide the Trustee with a revised mandatory sinking fund payment schedule giving effect to the optional redemption so completed, including adjustments among the mandatory sinking fund payments as directed by the Authority. Partial Redemption of Bonds. Upon surrender of any Bond redeemed in part only, the Authority will execute and the Trustee will authenticate and deliver to the Owner thereof, at the expense of the Authority, a 6

17 new Bond or Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bonds surrendered and of the same series, interest rate and maturity. Selection of Bonds for Redemption Whenever provision is made in the Indenture for the redemption of less than all of the Bonds, the Trustee will select the Bonds for redemption as a whole or in part on any date as directed by the Authority and by lot within each maturity in integral multiples of $5,000 in accordance with the provisions set forth above under the caption Redemption. The Trustee will promptly notify the Authority in writing of the numbers of the Bonds or portions thereof so selected for redemption. Notice of Redemption Notice of redemption will be mailed by first class mail not less than 30 days before any Redemption Date, to the respective Owners of any Bonds designated for redemption at their addresses appearing on the Registration Books, to the Securities Depositories and the Information Services. Each notice of redemption will state the date of notice, the redemption date, the place or places of redemption, the Redemption Price, will designate the maturities, CUSIP numbers, if any, and, if less than all Bonds of any such maturity are to be redeemed, the serial numbers of the Bonds of such maturity to be redeemed by giving the individual number of each Bond or by stating that all Bonds between two stated numbers, both inclusive, have been called for redemption 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 will also state that on the redemption date there will become due and payable on each of said Bonds or parts thereof designated for redemption the Redemption Price thereof or of said specified portion of the principal thereof in the case of a Bond to be redeemed in part only, together with interest accrued thereon to the redemption date, and that (provided that moneys for redemption have been deposited with the Trustee) from and after such redemption date interest thereon ceases to accrue, and will require that such Bonds be then surrendered to the Trustee. Neither the failure to receive such notice nor any defect in the notice or the mailing thereof will affect the validity of the redemption of any Bond. Notice of redemption of Bonds will be given by the Trustee, at the expense of the Authority, for and on behalf of the Authority. With respect to any notice of optional redemption of Bonds, such notice will state that such redemption will be conditional upon the receipt by the Trustee on or prior to the date fixed for such redemption of moneys sufficient to pay the principal of, premium, if any, and interest on such Bonds to be redeemed and that, if such moneys have not been so received, said notice will be of no force and effect and the Trustee will not be required to redeem such Bonds. In the event that such notice of redemption contains such a condition and such moneys are not so received, the redemption will not be made, and the Trustee will within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received. Effect of Redemption Notice of redemption having been duly given as described above under the caption Notice of Redemption, and moneys for payment of the redemption price of, together with interest accrued to the date fixed for redemption on, the Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the Bonds (or portions thereof) so called for redemption will become due and payable, interest on the Bonds so called for redemption will cease to accrue, said Bonds (or portions thereof) will cease to be entitled to any benefit or security under the Indenture, and the Owners of said Bonds will have no rights in respect thereof except to receive payment of the redemption price thereof. The Trustee will, upon surrender for payment of any of the Bonds to be redeemed on their Redemption Dates, pay such Bonds at the Redemption Price. All Bonds redeemed pursuant to the provisions of the Indenture will be canceled upon surrender thereof. 7

18 INSTALLMENT PAYMENT SCHEDULE Set forth below is a schedule of Installment Payments and Contracts for each annual period ending on September 1 of the years indicated. Installment Payments Period Ending September 1 Principal Interest Contracts (1) Total 2012 $ 285, $ 588, $ 3,315, $ 4,188, , ,437, ,042, ,125, , ,424, ,131, ,031, , ,415, ,124, ,034, , ,400, ,131, ,032, , ,380, ,133, ,033, , ,359, ,128, ,029, , ,337, ,132, ,035, , ,315, ,130, ,031, , ,291, ,133, ,034, , ,267, ,133, ,035, , ,248, ,136, ,030, , ,216, ,203, ,034, , ,185, ,134, ,965, , ,162, ,141, ,033, , ,134, ,144, ,034, , ,104, ,149, ,034, , ,073, ,146, ,035, , ,040, ,151, ,032, ,645, , ,387, ,031, ,965, , ,150, ,031, ,060, , ,063, ,941, , ,360, ,075, , ,362, ,077, , ,368, ,083, , ,367, ,082, ,320, , ,035, ,485, , ,034, ,660, , ,035, ,840, , ,032, Total $31,660, $30,811, $ 58,804, $121,276, (1) Reflects Series 2000A Installment Payments and Series 2002 Installment Payments payable in Fiscal Year 2012 prior to issuance of the Bonds, Series 2007 Installment Payments and payments on 2002 State Loan and Alexander Area Phase II State Loan, each of which is payable from Net Revenues on a parity with the Installment Payments. See the caption THE WATER SYSTEM Outstanding Obligations. The City may issue Parity Bonds or enter into additional Contracts in the future, subject to the conditions described under the caption SECURITY FOR THE BONDS Parity Bonds and Additional Contracts. SECURITY FOR THE BONDS Each Bond is a special limited obligation of the Authority payable solely from Authority Revenues, which consist of Installment Payments to be made by the City under the Installment Purchase Agreement, and from certain other funds and accounts established pursuant to the Indenture. NEITHER THE FULL FAITH AND CREDIT NOR ANY OTHER REVENUES OR FUNDS OF THE AUTHORITY ARE PLEDGED TO OR AVAILABLE FOR THE PAYMENT OF DEBT SERVICE ON THE BONDS. THE OBLIGATION OF THE AUTHORITY TO MAKE PAYMENTS OF PRINCIPAL OF AND INTEREST ON THE BONDS 8

19 DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE AUTHORITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE AUTHORITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. The Authority has assigned substantially all of its right, title and interest in the Authority Revenues to the Trustee pursuant to the Assignment Agreement, dated as of February 1, 2012, by and between the Authority and the Trustee, and the Indenture, for the benefit of the Owners of the Bonds, including its right to receive Installment Payments and its rights as may be necessary to enforce payment of the Installment Payments when due. All of the Authority Revenues and any other amounts (including proceeds of the sale of the Bonds) held in any fund or account established pursuant to the Indenture (except the Rebate Fund) have been irrevocably pledged to secure the payment of the principal of and interest, and the premium, if any, on the Bonds in accordance with their terms and the provisions of the Indenture, subject only to the provisions of the Indenture permitting the terms and conditions set forth therein. Such pledge constitutes a lien on and security interest in such amounts and will attach, be perfected and be valid and binding from and after the Closing Date, without any physical delivery thereof or further act and will be valid and binding against all parties having claims of any kind in tort, contract or otherwise against the Authority, irrespective of whether such parties have notice hereof. Installment Payments Payable From Net Revenues The City has previously entered into the 2007 Installment Purchase Agreement, as such term is defined in Appendix C under the caption INSTALLMENT PURCHASE AGREEMENT DEFINITIONS. The Installment Purchase Agreement is entered into as a parity Contract pursuant to the 2007 Installment Purchase Agreement. Pursuant to the 2007 Installment Purchase Agreement and the Installment Purchase Agreement, all Revenues and all amounts on deposit in the Water Revenue Fund are irrevocably pledged on a parity basis to the payment of the Series 2007 Installment Payments, the Installment Payments and other Contracts and Parity Bonds. The Installment Purchase Agreement provides that such pledge constitutes a first and exclusive lien on Revenues and, subject to application of amounts on deposit therein as permitted by the Installment Purchase Agreement and the 2007 Installment Purchase Agreement, on the Water Revenue Fund and the other funds and accounts created by the Installment Purchase Agreement for the payment of the Installment Payments (and all other Contracts and Parity Bonds) in accordance with the terms of the Installment Purchase Agreement and the Indenture. The City has covenanted, from the moneys in the Water Revenue Fund, to pay all Operation and Maintenance Costs (including amounts reasonably required to be set aside in contingency reserves for Operation and Maintenance Costs, the payment of which is not then immediately required) as they become due and payable. Thereafter, all remaining moneys in the Revenue Fund will be used and applied to pay Debt Service, including the Installment Payments, and any Contracts or Parity Bonds secured on a parity with the Installment Payments, then to replenish all reserve funds established for such Parity Bonds or Contracts, and thereafter for any purpose permitted by law. See the caption THE WATER SYSTEM Outstanding Obligations. The term Revenues is defined in the Installment Purchase Agreement to mean all income, rents, rates, fees, charges and other moneys derived from the ownership of or operation of the Water System, including, without limiting the generality of the foregoing: (1) all in lieu charges and groundwater augmentation charges (including investment earnings thereon) collected by or on behalf of the City; (2) all income, rents, rates, fees, charges, business interruption insurance proceeds or other moneys derived by the City from the sale, furnishing and supplying of the water, drainage or other services, facilities, and commodities sold, furnished or supplied through the facilities of or in the conduct or operation of the business of the Water System; (3) the earnings on and income derived from the investment of such income, rents, rates, fees, charges, proceeds or other moneys, including City reserves, but excluding in all cases: (x) customers deposits or any other deposits or advances subject to refund until such deposits or advances have become the property of the City; (y) proceeds of taxes or benefit assessments restricted by law to be used by the City to 9

20 pay amounts due on bonds or other obligations hereafter incurred; and (z) any and all revenues derived from the ownership or operation of or in connection with, and pledged to, Separate Facilities. The term Water System is defined in the Installment Purchase Agreement to mean the whole and each and every part of the waterworks system serving the City, whether owned or operated by the City or another party, including the portion thereof existing on the date of the Installment Purchase Agreement, and including all additions, betterments, extensions and improvements to such water system or any part thereof later acquired or constructed but not including any Separate Facilities. The recycled water system of the City is not part of the Water System. The term Net Revenues is defined in the Installment Purchase Agreement to mean Revenues less Operation and Maintenance Costs for any Fiscal Year. Operation and Maintenance Costs is defined in the Installment Purchase Agreement to mean: (1) costs spent or incurred for maintenance and operation of the Water System calculated in accordance with generally accepted accounting principles applicable to governmental agencies, including, but not limited to, the reasonable expenses of management and repair and other expenses necessary to maintain and preserve the Water System in good repair and working order, and including administrative costs of the City that are charged directly or apportioned to the Water System, including but not limited to salaries and wages of employees, payments to the Public Employees Retirement System, overhead, insurance, taxes (if any), fees of auditors, accountants, attorneys or engineers and insurance premiums, and including all other reasonable and necessary costs of the City or charges (other than debt service payments) required to be paid by it to comply with the terms of the Installment Purchase Agreement or any Contract or of any resolution or indenture authorizing the issuance of any Bonds or of such Bonds; and (2) all payments under any contract for the purchase of water; but excluding in all cases depreciation, replacement and obsolescence charges or reserves therefor and amortization of intangibles or other bookkeeping entries of a similar nature. The obligation of the City to pay the Installment Payments from Net Revenues is on a parity with certain outstanding obligations of the City, as described under the caption THE WATER SYSTEM Outstanding Obligations. THE OBLIGATION OF THE CITY TO MAKE INSTALLMENT PAYMENTS PURSUANT TO THE INSTALLMENT PURCHASE AGREEMENT DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. THE OBLIGATION OF THE CITY TO MAKE THE INSTALLMENT PAYMENTS IS A SPECIAL LIMITED OBLIGATION OF THE CITY PAYABLE SOLELY FROM REVENUES OF THE CITY S WATER SYSTEM REMAINING AFTER PAYING OPERATION AND MAINTENANCE COSTS AND DOES NOT CONSTITUTE A DEBT OF THE CITY OR OF THE STATE OF CALIFORNIA (THE STATE ) OR OF ANY POLITICAL SUBDIVISION THEREOF IN CONTRAVENTION OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. Rate Covenant The City has covenanted in the Installment Purchase Agreement that it will, to the fullest extent permitted by law, fix and prescribe, at the commencement of the each Fiscal Year, rates and charges for the Water Service which are reasonably expected to be at least sufficient to yield during each Fiscal Year Net Revenues equal to 120% of the Debt Service in such Fiscal Year. See the caption CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND CHARGES Proposition 218. The City may make adjustments from time to time in such rates and charges and may make such classification thereof as it deems necessary, but will not reduce the rates and charges then in effect unless the Net Revenues, as applicable, from such reduced rates and charges will at all times be sufficient to meet the above-described requirements. 10

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