Utility Committee Agenda and Packet 2020 10 13

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is or will be public. However, the analysis that Vranesh & Raisch provided is privileged and confidential. Councilmember Lipton then stated a concern on how privileged and confidential information could be discussed in a public meeting and asked what our boundaries are. Mr. Cotton-Baes responded by saying this doesn't violate the open meetings law. Mr. Cotton-Baes continued with saying the contract will be provided in the packet for Council on October 6, 2020. Mr. Peterson confirmed it will be attached to the Resolution. Mayor Stolzmann asked if the City can approve the agreement without committing to the Group Financing. Then stated she's not sure we have enough information to commit to the Group Financing. Mayor Pro Tern Councilmember Maloney asked with the transfer of the Allotment how does that process work. Mr. Johnson described and referred to paragraph 5.2 of the Allotment Contract that addresses this. Mayor Pro Tern Councilmember Maloney asked if we are doing Group Financing or City Financing how do you transfer the debt obligation. Mr. Johnson explained that everything is proportional under the contract. You are either a cash or loan Allotee and that is proportional to what your Allotment interest is and gave an example of transfers. Mayor Pro Tern Councilmember Maloney said, it sounds like you are saying there is no prescribed method in this agreement but leaves it open for negotiation. Mr. Johnson confirmed. Mr. Peterson added that this is the intent of getting Northern into the process so they can either approve or not approve. Not necessarily by adding hurdles or impediments on but just so they have a seat at the table if an entity would want to transfer. Mayor Pro Tern Councilmember Maloney continued by asking about Section 5.3 regarding the default. He asked given that we are a minor player in this where there are larger partners; if one of them defaults then we can assume a percentage of whoever defaults therefore that would increase our share/obligation. Mr. Johnson said that is correct and explained there is a number of safety nets and fall backs to make sure that doesn't happen. He continued discussing the default procedure and stated the Capital Defaults and Operating Defaults are different. There is a one year cure period for default provision in the contract that allows time for public entities to negotiate their sale or transfer of their Allotment to avoid the drastic consequence of a final default under the contract. Councilmember Lipton asked if there is an option for prepayment or defeasance of the debt. Mr. Manire replied that we don't know what the repayment option participants will have yet. He went on to explain a scenario he's familiar with where the participants would need consent from the authority to prepay which may not be economical for the participants at the time. He advised the elected folks to anticipate that some kind of consent requirement for prepayment would be required by the Sub -District and said that the prepayment is usually distinguished at the time you deliver the funds and defeasance occurs when you pay in advance. Mr. Johnson confirmed that the contract does not have any specific provisions regarding those terms on debt operating. We don't know yet and will be the topic of future meetings with the participants and Windy Gap Firming Enterprise. Councilmember Lipton asked at what 5