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HomeMy WebLinkAboutBOND PURCHASE AG 11-20-95 (2)BOND PURCHASE AGREEMENT by and between the CITY OF TUSTIN and the TUSTIN PUBLIC FINANCING AUTHORITY Dated as of ,1995 TABLE OF CONTENTS Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. Definitions ............................................................................................................. 2 Purchase and Sale of Assessment Bonds ............................................................... 2 Representations and Warranties of the City .......................................................... 3 Conditions to the Obligations of the Authority ..................................................... 4 Expenses ................................................................................................................ 9 Indemnification ...................................................................................................... 9 Benefits; Survival ................................................................................... ............... 9 Counterparts ......................................................................................................... 10 Governing Law .................................................................................................... 10 EXHIBIT A- Maturity Schedule .......................................................................................... A-1 BOND PURCHASE AGREEMENT THIS BOND PURCHASE AGREEMENT, is entered into as of ,1995, by and between the Tustin Public Financing Authority (the "Authority") and the City of Tustin (the "City"). WITNESSETH: WHEREAS, the Authority is a joint exercise of powers authority duly organized and existing under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Act"), and is authorized pursuant to Article 4 of the Act to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations to provide financing or refinancing for public capital improvements of local agencies within the State of California (the "State"); WHEREAS, pursuant to an Indenture of Trust, dated as of August 1, 1986 (the "85-1 Indenture"), by and between the City and Citibank, N. A., as trustee, the City issued City of Tustin Assessment District No. 85-1 Improvement Bonds (the "85-1 Bonds") in the original principal amount of $50,650,000; WHEREAS, pursuant to an Indenture of Trust, dated as of September 1, 1988 (the "86-2 Indenture"), by and between the City and Citibank, N. A., as trustee, the City issued City of Tusfin Assessment District No. 86-2 Limited Obligation Improvement Bonds (the "86-2 Bonds"). in the original principal amount of $81,400,000; WHEREAS, the City has determined that certain savings and efficiencies may be obtained by refunding the outstanding $ aggregate principal amount of 85-1 Bonds that have been converted to a fixed interest rate pursuant to the 85-1 Indenture and the outstanding $ aggregate principal amount of 86-2 Bonds that have been converted to a fixed interest rate pursuant to the 86-2 Indenture (collectively, the "Prior Bonds"); WHEREAS, in order to provide a portion of the moneys required to refund the Prior Bonds,' the City has authorized the issuance, pursuant to a Fiscal Agent Agreement, dated as of ,1995 (the "Fiscal Agent Agreement"), by and between the City and State Street Bank and Trust Company of California, N.A., as fiscal agent (the Fiscal Agent"), of the City of Tustin Limited Obligation Improvement Bonds, Reassessment District No. 95-1 (Tustin Ranch) (the "Assessment Bonds"), in the aggregate principal amount of $ ; WHEREAS, the Authority desires to assist the City in refinancing the public improvements financed with the Prior Bonds by purchasing the Assessment Bonds from the City; WHEREAS, in order to provide the funds necessary to purchase the Assessment Bonds from the City, the Authority has authorized the issuance, pursuant to an Indenture of Trust, dated as of ,1995 (the "Indenture"), by and between the Authority and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"), of the Tustin Public Financing Authority Revenue Bonds (Tustin Ranch), Series A (the "Authority Bonds"), in the aggregate principal amount of $ ; WHEREAS, the Authority and the City have found and determined that the sale of the Assessment Bonds to the Authority will result in substantial public benefits to the City, namely, the interest savings with respect to the Assessment Bonds to be achieved by reason' of the credit rating to be assigned to the Authority Bonds; and WHEREAS, the Authority and the City desire to enter into this Agreement providing for the sale of the Assessment Bonds by the City to the Authority and containing the other agreements herein set forth; NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Authority and the City agree as follows: Section 1. Definitions. Capitalized undefined terms Used herein shall have the meanings ascribed thereto in the Fiscal Agent Agreement. Section 2. Purchase and Sale of Assessment Bonds, (a) Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the City hereby agrees to sell to the Authority, and the Authority hereby agrees to purchase from the City, all (but not less than all) of the $ aggregate principal amount of the Assessment Bonds. The Assessment Bonds will mature on the dates and in the amounts and will bear interest at the rates shown in Exhibit A hereto. (b) The Assessment Bonds and interest thereon will be payable from annual assessments levied and collected in accordance with the Fiscal Agent Agreement and the proceedings relating thereto. The Assessment Bonds shall be substantially in the form described in, and shall be executed, delivered and secured under and pursuant to, and shall be payable and subject to redemption as provided in, the Fiscal Agent Agreement. The proceeds of the Assessment Bonds will be used by the City to (i) refund the Prior Bonds pursuant to an Escrow Agreement (95-1), dated as of ,1995 (the "Escrow Agreement"), by and between the City and State Street Bank and Trust Company, N.A., as escrow bank (the "Escrow Bank"), and (ii) fund the Reserve Fund established under the Fiscal Agent Agreement. The Fiscal Agent Agreement, the Escrow Agreement and this Bond Purchase Agreement are collectively referred to as the ',Legal Documents". (c) The City hereby ratifies, confirms and approves the Preliminary Official Statement of the Authority, dated , 1995, relating to the Bonds, which contains certain information about the City, the City's Reassessment District No. 95-1 (Tustin Ranch) (the "District"), the Fiscal Agent Agreement and the Assessment Bonds (which, together with the cover page and all appendices thereto, is referred to herein as the "Preliminary Official Statement"), which Preliminary Official Statement the City deemed £mal and so certified as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12"), except for information permitted to be omitted therefrom by Rule 15c2-12. The City hereby agrees to assist the Authority in the preparation of a final official statement (the "Official Statement"), consisting of the Preliminary Official Statement, with such changes as may be made thereto with the approval of the Authority, the City and PaineWebber Incorporated, as underwriter of the Authority Bonds (the "Underwriter"), so that the Authority may deliver or cause to be delivered to the Underwriter, no later than the earlier of the day prior to the Closing Date (as hereinafter defined) or seven business days after the date the Underwriter agrees to purchase the Authority Bonds, copies of the Official Statement in such reasonable quantity as the Underwriter shall request. The City hereby approves of the use and distribution by the Underwriter of the Official' Statement in connection with the offer and sale of the Authority Bonds. (d) The aggregate purchase price for the Assessment Bonds shall be $ , which shall be payable solely from proceeds of sale of the Authority Bonds. (e) At 8:00 a.m., California time, on ,1995, or at such other time or on such other date as the Authority, the City and the Underwriter may mutually agree upon (the "Closing Date"), at the offices of Jones Hall Hill & White, A Professional Law Corporation, in -2- San Francisco, California, the City will deliver or cause to be delivered to the Authority, the Assessment Bonds in the form of a separate single fully registered certificate (which may be typewritten) for each maturity date, registered:~ hh~ name of the Trustee, as assignee of the Authority, duly executed and authenticated, and the other documents mentioned herein. The Authority will accept such delivery and pay the purchase price of the Assessment Bonds as provided in subparagraph (d) above in immediately available funds (such delivery and payment being herein referred to as the "Closing"). Section 3. Representations and Warranties of the City_, The City represents and warrants to the Authority that: (a) The City is a municipal corporation and political subdivision, duly organized and existing under the laws of the State, and has, and on the Closing Date will have, full legal right, power and authority (i) to enter into the Legal Documents, (ii) to adopt Resolution No.__, Resolution No.__ and Resolution No.__ relating to the Assessment Bonds (collectively, the "Resolutions"), (iii) to issue, sell and deliver the Assessment Bonds to the Authority as provided herein, and (iv) to carry out and consummate the transactions contemplated by the Legal Documents, the Resolutions and the Official Statement; (b) The City has complied, and will on the Closing Date be in compliance in all respects, with the Resolutions; (c) By official action of the City, the City has duly adopted the Resolutions, has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations contained in, the Legal Documents and the Assessment Bonds, and has duly authorized and approved the consummation by it of all other transactions contemplated by the Official Statement; (d) The execution and delivery of this the Legal Documents and the Assessment Bonds and the adoption of the Resolutions, and compliance with the provisions of each thereof, and the carrying out and consummation of the transactions contemplated by the Official Statement, will not conflict with or constitute a breach of or a default under any applicable law or administrative regulation of the State or the United States, or any applicable judgment, decree, agreement or other instrument to which the City is a party or is otherwise subject; (e) At the time of the City's execution hereof and at all times subsequent thereto up to and including the Closing Date, with respect to information describing the City, the Legal Documents, the Resolutions, the District and the proceedings conducted by the City relating thereto, the Official Statement does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under 'which they were made, not misleading; (f) Except as described in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending or, to the knowledge of the City, threatened, wherein an unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or powers of the City or the titles of its members and officers to their respective offices, (ii) enjoin or restrain the issuance, sale and delivery ofthe Assessment Bonds, the levy and receipt of the assessments which secure the Assessment Bonds, or the pledge thereof, (iii) in any way question or affect any of the fights, powers, duties or obligations of the City with respect to the moneys pledged or to be pledged to pay the principal of, premium, if any, or interest on the Assessment Bonds, or (iv) in any way question or affect any authority for the issuance of the Assessment Bonds, or the validity or enforceability 'of the Assessment Bonds, the Legal Documents or the proceedings relating thereto; -3- (g) The City will furnish such information, execute such instruments and take such other action in cooperation with the Authority as the Authority may reasonably request to qualify the Authority Bonds for offer and sale under the BlUe Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Authority may designate, and will assist, if necessary therefor, in the continuance of such qualifications in effect as long as required for the distribution of the Authority Bonds; provided,' however, that the City shall not be required to qualify as a foreign corporation or to file any general consent to service of process under the laws of any state; and (h) Any certificate signed by any official of the City authorized to do so shall be deemed. a representation and warranty by the City as to the statements made therein. Section 4. Conditions to the Obligations of the ABthority, The Authority has entered into this Bond Purchase Agreement in reliance upon the representations, warranties and agreements of the City contained herein and to be contained in the documents and instruments to be delivered on the Closing Date, and upon the performance by the City of its obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the Authority's obligations under this Agreement to purchase, to accept delivery of and to pay for the Assessment Bonds shall be subject to the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and shall also be subject to the following conditions: (a) The representations and warranties of the City contained herein shall be true, complete and correct on the date hereof and on and as of the Closing Date, as if made on the Closing Date; (b) On the Closing Date, the Legal Documents shall be in full force and effeCt and shall not have been amended, modified or supplemented, and the Official Statement shall not have been amended, modified or supplemented, except in either case as may have been agreed to by both the Authority and the Underwriter; (c) As of the Closing Date, all official action of the City relating to the District, the Assessment Bonds and the refunding of the Prior Bonds shall be in full force and effect, and there shall have been taken all such actions as, in the opinion of Jones Hall Hill & White, A Professional Law Corporation, bond counsel ("Bond Counsel"), shall be necessary or appropriate in connection therewith, with the issuance of the Authority Bonds and the Assessment Bonds, and with the transactions contemplated by the Legal Documents, all as described in the Official Statement; (d) Between the date hereof and the Closing Date, the market price or marketability, at the initial offering price or prices set forth in the Official Statement, of the Authority Bonds shah not have been materially adversely affected, in the reasonable judgment of the Underwriter, by reason of any of the following: (i) an amendment to the Constitution of the United States or the constitution of the State shall have been past or legislation enacted (or resolution passed) by or introduced or pending legislation amended in the Congress or recommended for passage by the President of the United States, the Speaker of the House of Representatives, the President Pro Tempore of the Senate, the Chairman or ranking minority member of the Committee of Ways and Means of the House of'Representatives or the Chairman or ranking minority member of the Committee on Finance of the Senate, or a decision rendered by a court established under Article 1211 of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or press release issued or made (A) by or on behalf of the Treasury Department of the United States or the Internal Revenue Service, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon such interest as would be received by the owners oftheAuthority Bonds~ 03) by or on behalf of the State or the California Franchise Tax Board, with the purpose or effect, directly or indirectly, of imposing California personal income taxation upon such interest as would be received by the owners of the Authority Bonds, or (C) by or on behalf of the Treasury Department of the United States or the Interne Revenue Service or by or on behalf of the State or the California Franchise Tax Board, with the purpose or effect, directly or indirectly, of changing the federal or State income tax rates, respectively; (ii) the declaration of war or engagement in major military hostilities by the United States or the occurrences of any other national emergency or calamity relating to the effective operation of the government of the United States; (iii) the declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange; (iv) the imposition by the New York Stock Exchange or other national securities exchange or any governmental authority, of any material restrictions not now in force with respect to the Authority Bonds or obligations of the general character of the Bonds, or the material increase of any such restrictions now in force; (v) an amendment to the Constitution of the United States or the constitution of the State shall have been past or legislation enacted (or resolution passed) by or introduced or pending legislation amended in the Congress or recommended for passage by the President of the United States, or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed) or press release issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Authority Bonds, or the Authority Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement or the Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended, or that the execution, offering or sale of obligations of the general character of the Authority Bonds, or of the Authority Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement, otherwise is or would be in violation of the federal securities laws as amended and then in effect; (vi) the withdrawal or downgrading of any rating of the Authority Bonds by a national rating agency; (vii) any event occurring, or information becoming known which, in the judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or has .the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (03_ ._cx~a,~vaostng Date, the Authority Bonds shall have been issued and delivered to the Underwriter and all of the conditions to closing contained in the [Purchase Contract], dated ,1995 (the "Purchase Contract"), by and between the Authority and the Underwriter shall have either been satisfied or waived. -5- (f) At or prior to the Closing Date, the Authority and the Underwriter shall have received the following documents, in each case satisfactory in form and substance to the Authority and the Underwriter: (i) Two copies of the Legal Documents, each duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Authority and the Underwriter; (ii) The approving opinion, dated the Closing Date and addressed to the City, of Bond Counsel approving, without qualification, the validity of the Assessment Bonds, and a letter of such counsel, dated the Closing Date and addressed to the Authority and the Underwriter to the effect that such opinion may be relied upon by the Authority and the Underwriter to the same extent as if such opinion were addressed to it; (iii) Copies of the Resolutions, certified by the City Clerk; (iv) The opinion of the City Attorney, dated the Closing Date and addressed to the Authority and the Underwriter, to the effect that (A) the City is a municipal corporation and political subdivision, duly organized and existing under the laws of the State, (B) the Resolutions were duly adopted at meetings of the City Council which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, (C) to the best knowledge of such counsel after reasonable investigation, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or threatened against or affecting the City, to restrain or enjoin the collection of assessments under the Resolutions and the Fiscal Agent Agreement or in any way contesting or affecting the validity of the Assessment Bonds or the Legal Documents, (D) the execution and delivery of the Legal Documents[ and 'the Official Statement], the adoption of the Resolutions, and compliance by the City with the provisions of the foregoing, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the City a breach or default under any agreement or other instrument to which the City is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the City is subject, (E) [the Official Statement has been duly authorized, exeCuted and delivered, and ]the Legal Documents have been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding agreements of the City enforceable in accordance with their respective terms, subject to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors' fights generally and the application of equitable principles if equitable remedies are sought, (F) except as described in the Official Statement, no authorization, approval, consent, or other order of the State or any other governmental authority or agency within the State having jurisdiction over the City is required for the valid authorization, execution, delivery and performance by the City of the Legal Documents or the Official Statement or for the adoption of the Resolutions which has not been ' obtained, and (G) the information contained in the Official Statement describing the City, the Legal Documents, the Resolutions, the District and the-proceedings conducted by the City relating thereto (except for any financial or statistical data or forecasts, estimates, projections, assumptions or expressions a.~ apinion, as to which no opinion need be expressed), as of the date hereof and the Closing Date, does not tomato statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstance under which they were made, not misleading; (v) The opinion, dated the Closing Date and addressed to the City, the Underwriter and the Authority of counsel to the Fiscal Agent, to the effect that (A) the Fiscal Agent has been duly organized .and is, in good'standing as a [national banking association] under the laws of the [united:states], having full power and authority to enter into and to perform its duties as Fiscal Agent under the Fiscal Agent Agreement, (B) the Fiscal Agent has duly authorized, executed and delivered the Fiscal Agent Agreement, (C) the Fiscal Agent Agreement constitutes the legally valid and binding agreement of the Fiscal Agent, enforceable against the Fiscal Agent in accordance with its terms, (D) the Assessment Bonds have been validly authenticated and delivered by the Fiscal Agent, (E) no authorization, approval, consent, or other order of any other governmental authority or agency having jurisdiction over the Fiscal Agent is required for the valid authorization, execution, delivery and performance by the Fiscal Agent of the Fiscal Agent Agreement, and (F) the execution and delivery of the Fiscal Agent Agreement and compliance by the Fiscal Agent with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Fiscal Agent a breach or default under any agreement or other instrument to which the Fiscal Agent is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the Fiscal Agent is subject; (vi) A certificate, dated the Closing Date, signed by a duly authorized official of the City, in form and substance satisfactory to the Authority and the Underwriter, to the, effect that the representations and warranties of the City contained in this Bond Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as ff made on the Closing Date; (vii) A certificate, dated the date of Closing, signed by a duly authorized official of the Fiscal Agent, satisfactory in form and substance to the Authority and the Underwriter, ' to the effect that (A) the Fiscal Agent is a [national banking association] duly organized and validly existing and in good standing 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 Fiscal Agent Agreement, (B) the Fiscal Agent is duly authorized to enter into the Fiscal Agent Agreement and to authenticate the Assessment Bonds, (C) the Assessment Bonds have been duly authenticated by the Fiscal Agent, (D) the execution and delivery of the Fiscal Agent Agreement and compliance with the provisions on the Fiscal Agent's pan contained therein, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Fiscal Agent is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by the Fiscal Agent pursuant to the lien created by the Fiscal Agent 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 Fiscal Agent Agreement, and (E) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body pending against the Fiscal Agent, nor, to the best of its knowledge, lS any such action or other proceeding threatened against the Fiscal Agent, affecting the existence of the Fiscal Agent, or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the execution and delivery of the Assessment Bonds or the collection of the assessments securing the Assessment. Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Fiscal Agent Agreement, or contesting the powers of the Fiscal Agent or its authority to enter into, adopt or perform its obligations under the Fiscal Agent Agreement; -7- (viii) A certificate, dated the date of Closing, signed by a duly authorized official of the Escrow Bank, satisfactory in form and substance to the Authority and the Underwriter, to the effect that (A) the Escrow Bank 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 Escrow Agreement, (B) the Escrow Bank is duly authorized to enter into the Escrow Agreement, (C) the execution and delivery of the Escrow Agreement and compliance with the provisions on the Escrow Bank'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, bond, note, resolution, agreement or other instrument to which the Escrow Bank is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by the Escrow Bank pursuant to the lien created by the Escrow 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 Escrow Agreement, and (D) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body' pending against the Escrow Bank, nor, to the best of its knowledge, ~s any such action or other proceeding threatened against the Escrow Bank, affecting the existence of the Escrow Bank, or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the execution and delivery of the Escrow Agreement, or in any way contesting or affecting the validity or enforceability of the Escrow Agreement, or contesting the powers of the Escrow Bank or its authority to enter into, adopt or perform its obligations under the Escrow Agreement; (ix) Two certified copies of the general resolution of the Fiscal Agent authorizing the execution and delivery of the Fiscal Agent Agreement by the Fiscal Agent; (x) Two certified copies of the general resolution of the Escrow Bank authorizing the execution and delivery of the Escrow Agreement by the Escrow Bank; (xi) A letter addressed to the City, the Underwriter and the Authority, dated the date of the Closing, from , Certified Public Accountants, verifying the accuracy of the mathematical computations concerning the adequacy of the maturing principal amounts of and interest earned on the government obligations, together with other escrowed moneys, to be deposited with the Escrow Bank under the Escrow Agreement to pay when due at the stated maturity or call for redemption the principal of and interest and premium, ff any, on the Prior Bonds; and (xii) Such additional legal opinions, certificates, proceedings, instruments or evidences thereof and other documents as the Authority, the Underwriter or Bond Counsel may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the representations of the City herein and of the statements and information contained in the Official Statement, and the due performance or satisfaction by the Fiscal Agent and the City at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by any of them in connection with the transactions contemplated hereby and by the Legal Documents. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Authority, but the approval of the Authority shall not be unreasonably withheld. Receipt of, and payment ._. -8- for, the Assessment Bonds shall constitute evidence of the satisfactory nature of such as to the Authority. The performance of any and all obligations'of the City hereunder and the performance.of any and all conditions contained herein for the benefit of the Authority may be waived by the Authority in its sole discretion. If the City shall be unable to satiSfy the conditions to the obligations of the Authority to purchase, accept delivery of and pay for the Assessment Bonds contained in this Bond Purchase Agreement, or if the obligations of the Authority to purchase, accept delivery of and pay for the Assessment Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate, and neither the Authority nor the City shall be under further obligation hereunder, except that the respective obligations of the City and the Authority set forth in Section 5 and Section 6 hereof shall continue in full force and effect. Section 5. Expenses. The Authority shall be under no obligation to pay, and the City shall pay (a) the cost of the preparation of the Authority Bonds, (b) the fees and disbursements of Bond Counsel, (c) the fees and disbursements of accountants, advisers and of any other experts or consultants retained by the City, and (d) any other expenses incident to the performance of the City's obligations hereunder. Section 6. Indemnification. To the extent permitted by law, the City shall indemnify and hold harmless the Authority, and its officers, directors, employees and agents, against any and all losses, claims, damages, liabilities, costs and expenses (including without limitation fees and disbursements of counsel and other expenses) incurred by them or any of them in connection with investigating or defending any loss, claim, damages, liability or any suit, action or proceeding, joint or several, to which they or any of them may become subject, insofar as such losses, claims, damages, liabilities, costs and expenses (or any suit, action or proceeding in respect thereof) arise out of or are based upon the issuance and sale of the Assessment Bonds by the City or any untrue statement or alleged untrue statement of a material fact contained in the Official Statement or in any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact relating to the City, the Legal Documents, the Resolutions, the District or the proceedings conducted by the City relating thereto, which is required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. This indemnity shall be in addition to any liability which the City may otherwise have. Additionally, to the extent permitted by law, the City shah indemnify and hold harmless the Authority against any and all losses, claims, damages, liabilities, costs and expenses (including without limitation fees and disbursements of counsel and other expenses) incurred by it in connection with its indemnification of the Trustee in accordance with the Indenture. Section 7. Benefits: Survival. This Bond Purchase Agreement is made solely for the benefit of the City, the Authority and the Underwriter, and no other person shall acquire or have any right hereunder or by virtue hereof. All of the City's representations, warranties and agreements contained in this Bond PUrchase Agreement shall remain operative and in full force and effect regardless of (a) any investigations made by or on behalf of the Authority, or (b) delivery of and payment for the Assessment Bonds pursuant to this Agreement. The agreements contained in this Section and in Section 6 shall survive any termination of this Bond Purchase Agreement. Section 8. Counterparts. This Bond Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute' but one and the same instrument. -9- Section 9. Governing Law, The validity, interpretation and performance of this Bond Purchase Agreement shall be governed by the laws of the State. -lO- IN WITNESS WHEREOF, the Authority and the City have each caused this Bond Purchase Agreement to be executed by their duly authorized officers all as of the date first above written. TUSTIN PUBLIC FINANCING AUTHORITY By. CITY OF TUSTIN By. -11- EXHIBIT A Maturity Date (_September 2) Principal Amount Interest Rate Maturity Date (September 2) Principal Amount Interest Rate