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HomeMy WebLinkAboutTPFA REV BOND AG 11-20-95 $37,829,000 TUSTIN PUBLIC FINANCING AUTHORITY REVENUE BONDS (Tustin Ranch) Series A BOND PURCHASE AGREEMENT , 1995 City of Tustin 300 Centennial Way Tustin, California 92680 Tustin Public Financing Authority c/o City of Tustin 300 Centennial Way Tustin, California 92680 Ladies and Gentlemen: PaineWebber Incorporated (the "Underwriter") offers to enter into this Purchase Agreement with the Tustin Public Financing Authority (the "Authority") with regard to the purchase and sale of the Bonds described herein, which will be binding upon the Authority and the Underwriter upon the Authority's acceptance hereof. All capitalized terms not otherwise defined herein shall have the meanings prescribed in the Indenture of Trust (defined below). 1. Purchase, Sale and Delivery of the Bonds. (a) Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, including the simultaneous purchase of the Local Obligations by the Authority pursuant to a separate bond purchase agreement pertaining thereto, the Underwriter hereby agrees to purchase from the Authority and the Authority agrees to sell to the Underwriter '.all (but not less than all) of the Authority's $37,892,000 aggregate principal amount of Revenue Bonds, Series A. (the "Bonds"), at the aggregate purchase price of $ (being the principal amount of the Bonds plus accrued interest from , 1995 until the Closing Date, less an Underwriter's discount of $ and less original issue discount of $ ). The Bonds will have the maturities and shall bear interest as set forth in "Exhibit A" 'hereto. The Bonds will be subject to redemption and such other terms as set forth in the Indenture of Trust (defined below), and shall be issued in book-entry only form. SF2-37734.1 40879-57-SS4- ! 1/12/95 (b) The Bonds shall be issued and secured under the provisions of a resolution (the "Resolution") adopted by the Authority authorizing the issuance of the Bonds, and an Indenture of Trust, by and between the Authority and State Street Bank and Trust Company of California, N.A. (the "Trustee"), dated as of , 1995, relating to the Bonds (the "Indenture"), and shall be as described in the Indenture. The Authority is purchasing the Local Obligations from the City and selling the Bonds to the Underwriter as authorized by the Marks-Roos Local Bond Pooling Act of 1985, constituting Section 6584 et s_D_q, of the California Government Code (the "JPA Act"). The C~ty has approved and issued the Local Obligations pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds (the "Refunding Law"), and a Fiscal Agent Agreement, by and between the City and.State Street Bank and Trust Company of California, N.A. (the "Fiscal Agent"), dated as of , 1995, relating to the Local Obligations (the "Fiscal Agent Agreement"). The Local Obligations are described in "Exhibit B" hereto. The proceeds of the Bonds shall be applied (i) to establish the Reserve Fund (as defined and described in the Indenture and (ii) to purchase.the Local Obligations. The proceeds of the Local Obligations shall be applied (iii) to refund certain obligations of the City (the "Refunded Bonds") as described in the Official Statement, and (iv) to pay the cost of issuing the Local Obligations and the Bonds. (c) The Underwriter agrees to offer all the Bonds to the public initially at the prices (or yields) set forth on the cover pages of the Official Statement of the Authority pertaining to the Bonds, dated , i995 (the Official Statement, together with-all appendices thereto, and with such changes therein and supplements thereto as are consented to in writing by the Authority and the Underwriter, are herein called the "Official Statement"). Subsequent to the initial public offering of the Bonds, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. "Public Offering" shall include an offering to a representative number of institutional investors or registered investment companies, regardless of the number of such investors to which the Bonds are sold. (d) The Authority shall deliver to the Underwriter ten (10) copies of the Official Statement manually executed on behalf of the Authority by the President of the Authority The Authority shall also deliver a sufficient number of copies ~f the Official Statement to enable the Underwriter to distribute a single copy of each Official Statement to any potential customer of the Underwriter requesting an Official Statement during the time period beginning when the Official Statement becomes available and ending on the End Date (defined below). The Authority shall deliver these copies to the Underwriter within seven (7) business days after the SM-37~3a.I 2 40879-57-,~94-I 1/12/95 execution of this Purchase Agreement and in sufficient time to accompany or precede any sales confirmation that requests payment from any customer of the Underwriter. ~The Underwriter shall inform the Authority in writing of the End Date, and covenants to file the official Statement with a nationally recognized municipal securities information repository ("NRMSIR") on a timely basis. "End Date" as used herein is that date which is the earlier of: (a) ninety (90) days after the end of the underwriting period (as defined in SEC Rule 15c2-12 adopted by the Securities and Exchange Commission on June 28, 1989 ("Rule 15c2-12"); or (b) the time when the Official Statement becomes available from a NRMSIR, but in no event less than twenty-five (25) days after the underwriting period (as defined in Rule 15c2-12) ends. Pursuant to a resolution of the Authority adopted on , 1995, the Authority has authorized the use of the Official Statement in connection with the public offering of the Bonds.. The Authority also has consented to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement of the Authority dated , 1995, relating to the Bonds in connection with the public offering of the Bonds (which, together with all appendices thereto, is herein called the "Preliminary Official Statement"). An authorized officer of the Authority and of the City have certified to the Underwriter on behalf of the Authority and the City that such Preliminary Official Statement was deemed to be final as of its date for purposes of Rule 15c2-12, with the exception of certain final pricing and related information referred to in Rule 15c2-12. The Underwriter has distributed a single copy of each Preliminary Official Statement to potential customers on request. (e) At 9:00 A.M.t California time, on , 1995, or at such other time or on such earlier or later business day as shall have been mutually agreed upon 'by the City, the Authority and the Underwriter (the "Closing Date"), the Authority will deliver (i) the Bonds to The Depository Trust Company ("DTC") in New York, New York, and (ii) the closing documents hereinafter mentioned at the offices of Jones Hall Hill & White, A Professional Corporation, San Francisco, California ("Bond Counsel"), or such other place to be mutually agreed upon by the City, the Authority and the Underwriter, and the City shall deliver the Local Obligations to the Authority at the office of Bond Counsel. The Authority will accept such delivery from the City, and the Underwriter, subject to the provisions of this Purchase Agreement, will accept such delivery from the Authority. The Underwriter will pay the purchase price of the Bonds as set forth in Section l(a) hereof by wire transfer of immediately available funds, which payment will satisfy the Authority's obligation to pay the purchase SF2-37734.1 3 40879-57..SS4-11/I 2/95 price of the Local Obligations to the City pursuant to Section l(a) hereof. The date of this payment and delivery, together with the delivery of the aforementioned documents, is herein called the "Closing Date." 2. Representations, Warranties and Covenants of the Authority. The Authority represents, warrants and covenants to the City and the Underwriter that: (a) The Authority is a joint powers authority, duly organized and existing under the laws of the State, including the Joint Exercise of Powers Act (Section 6500 .~t seq. of the California Government Code), with full right, power and authority to adopt, enter into, execute and deliver this Purchase Contract and to perform its obligations thereunder. (b) By all necessary official action, the Authority has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in this Purchase Contract, and has approved the use by the Underwriter of the Preliminary Official Statement and the Official Statement and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the parties thereto, this Purchase Agreement and the Indenture will constitute the legally valid and binding obligations of the Authority enforceable upon the Authority in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors rights generally. The Authority has complied, and will at the Closing be in compliance in all respects, with the terms of this Purchase Agreement. (c) The Preliminary Official Statement provided to the Underwriter has been deemed final by the Authority, as required by Rule 15c2-12. As of the date thereof and at all times subsequent thereto up to and including the End Date, the information contained in the Official Statement was and will be complete. The information contained in the Official Statement is true and correct in all material respects and such information does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Until the End Date, if any event shall occur of which the Authority is aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements contained in the Official Statement, in light of the circumstances existing at such time, not misleading, the Authority shall forthwith notify the Underwriter of any such eVent of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official SF~-37734.1 4 40~79-57-.q$4-11/12/95 Statement necessary, in the Underwriter's opinion, so that the statements therein as so supplemented will not be misleading in the light ~of the circumstances existing.~at such time; (e) After the Closing and until the End Dat~ (i) the Authority will not adopt any amendment of or supplement to the Official Statement to which the Underwriter shall object in writing or which shall be disapproved by counsel for the Underwriter, and (ii) if any event relating to or affecting the Authority shall occur as a result of which it is necessary, in the. opinion of counsel for the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to an initial purchaser of the Bonds, the Authority will forthwith prepare and furnish to the Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to an initial purchaser of the Bonds, not misleading. The costs of preparing any necessary amendment or supplement to the Official Statement shall be borne by the City and the Authority. For the purposes of this section the Authority will furnish such information with respect to itself as the Underwriter may from time to time request. (f) At the time of the Closing, there shall not have been any material adverse changes in the financial condition of the Authority. (g) Astor the time of acceptance hereof and as of the time of the Closing, except as otherwise disclosed in the Official Statement, the Authority is not and will not be in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the 'United states, or any applicable judgment or decree or any indenture, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach, default or event could have an adverse effect on the Authority's ability to perform its obligations under this Purchase Agreement; and, as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of this Purchase Agreement and the Indenture and compliance by the Authority with the provisions thereof and hereof do not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States or any applicable judgment, decree, license, permit, indenture, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which SF2-37734.1 5 40879-57-.qS4-11 / 12/95 the Authority (or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound, nor will any such authorization, execution, delivery 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 its assets or properties or under the terms of any such law, regulation or instrument except as provided in this Purchase Agreement. (h) (1) As of the time of acceptance hereof and the- Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, -government agency, public board or body, pending, or to the best knowledge of the Authority threatened against the Authority: (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of this Purchase Agreement, the Indenture, the Bonds and such other documents requested to be issued by the Authority in connection with the issuance of the Bonds (collectively, the "Authority Documents") or the consummation of the transactions on the part of the Authority contemplated thereby, or contesting the exclusion of the interest on the Bonds from taxation or contesting the powers of the Authority or its authority to issue and sell the Bonds and to pledge the payments on the Local Obligations for repayment thereof; (iii) which may result in any material adverse chan~ge relating to the financial condition of the Authority; (iv) contesting the completeness or. accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of all the circumstances under which they were made, not misleading; or (v) challenging the· ability of the Authority to sell the Bonds to the Underwriter, or to purchase the Local Obligations from the City. (2) To the best knowledge of the Authority, there is no basis for any action, suit, proceeding, inquiry or SF2-3773~.I 6 40879-57-SS4-11/12/95 investigation of the nature described in clauses (i) through (v) above. (i) Ail authorizations, approvals, licenses, permits, consents and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which .are required for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Authority of its obligations in connection with, the Authority Documents have been duly obtained or made, except as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds. (j) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order for the Underwriter to qualify.the 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 Underwriter may designate; provided, however, the Authority shall not be required to register as a dealer or a broker of securities or consent to the jurisdiction of any State of the United States, other than the State of California; (k) Any certificate signed by any authorized officer of the Authority and delivered to the Underwriter shall be deemed to be a representation and warranty by the Authority to the Underwriter as to the statements made therein. (1) As of the time of acceptance hereof and as of the Closing Date, except as otherwise disclosed in the Official Statement, the Authority has complied with the filing requirements of Section 6503.5 of the Joint Exercise of Powers Act. (m) The Authority is not in default, nor has been in default at any time, as to the payment of principal or interest with respect to an obligation issued by the Authority or with respect to an obligation guaranteed by the Authority as guarantor. 3. Representations, Warranties and Aqreements of the City. The City hereby represents and warrants to and agrees with the Authority and the Underwriter that: (a) The City is a California general law city, duly organized and validly existing pursuant to the Constitution and laws of the State of California; (b) The City has, and at the Closing Date will have, full legal right, power and authority (i) to execute, deliver and perform its obligations under the Fiscal Agent Agreement and this Purchase Agreement and to carry out all transactions contemplated hereby and thereby, (ii) to adopt the resolutions and enter into the, Fiscal Agent Agreement and the other authorizing SF'2-37734.1 7 40879-57-SS4-11/12/95 documents necessary for the issuance of the.Local Obligations, (iii) to issue, sell and deliver the Local Obligations to the Authority as provided herein, and (iv) to carry out, give effect to and consummate the transactions contemplated by this Purchase Agreement, the Fiscal Agent Agreement and the Local Obligations and any other applicable agreements relating to the issuance of the Local Obligations, (collectively, the "City Documents"); (c) The City is, and at the Closing Date will be, in compliance, in all respects, with the City Documents; (d) The City Council has duly and validly approved the City Documents the execution and delivery of the Local Obligations and the City Documents, and the performance by the City of its obligations contained therein, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by each of said documents; (e) The City is not, and at the Closing Date will not be, in breach of or in default under any applicable law or administrative rule or regulation of the State of California or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the performance by the City under the Local Obligations or the other City Documents; (f) The execution and delivery of the Local ~Obligations and the other City Documents or any other applicable agreements and the other instruments contemplated by any of such documents to which the City is a party, and compliance with the provisions thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound; (g) 'All approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute conditions precedent to, or the absence of which would materially adversely affect, the performance by the City of its obligations hereunder, or under the Local Obligations, or any other applicable agreements, have been obtained and are in full force and effect; (h) The Local Obligations and other applicable agreements conform as to form and tenor to the descriptions thereof SF2-37734.1 8. 40879-57-SS4- I 1 / 12/95 contained in the Preliminary Official Statement, and which will be contained in the Official Statement as of the Closing Date, and when delivered to and paid for by the Authority on the Closing Date as provided herein, the Local Obligations will be validly issued and outstanding; (i) The reassessments constituting the security for_. the Local Obligations have been duly and lawfully levied under and pursuant to the Refunding Law and such reassessments constitute valid and legally binding liens on the properties on which they have been levied; (j) Other than as described in the Official Statement, there are no outstanding assessment liens against any of the properties within the Reassessment District No. 95-1 (the "Reassessment District") which are senior to the reassessment liens referred to in paragraph (i) hereof, and the City has no present intention of conducting further proceedings leading to the levying of additional assessments against any of the properties within the Reassessment District except as described' in the Preliminary Official Statement; (k) The Preliminary Official Statement provided to the Underwriter has been deemed final by the City, as required by Rule 15c2-12. As of the date thereof and at all times subsequent thereto up to and including the End Date, the information contained in the Official Statement was and will be complete. The information contained in the Official Statement is true and correct in all material respects and such information does not contain any untrue or misleading statement of a material fact or omit to state' any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (1) Until the End Date, if any event shall occur of which the City is aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements contained in the Official Statement, in light of the circumstances existing at such time, not misleading, the City shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter's opinion, so that the statements therein as so supplemented will not be misleading in the light of the circumstances existing at such time; (m) After the Closing and until the End Date (i) the City will not adopt any amendment of or supplement to the Official Statement to which the Underwriter shall object in writing or which shall be disapproved by counsel for the Underwriter, and (ii) if any event relating to or affecting the City shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of $F'2-37'734.1 9 40879-57-SS4-11 / 12/95 the circumstances existing at the time it is delivered to an initial purchaser of the Bonds, the City will forthwith prepare and furnish to the Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to an initial purchaser of the Bonds, not misleading. The costs of preparing any necessary amendment or supplement to the Official Statement shall be borne by the City and the Authority. For the purposes of this section the City will furnish such information with respect to itself as the Underwriter may from time to time request. (n) The Fiscal Agent Agreement and all other documents providing for the issuance of the Local Obligations will create a valid pledge of, lien upon and security interest in the unpaid reassessments in the Reassessment District and the interest thereon and the moneys in all funds and accounts established pursuant to therein, including the investments thereof, subject in all cases to the provisions permitting the application thereof for the purposes and on the terms and conditions set forth therein; (o) No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory~agency, public board or body is pending, or threatened in any way, affecting the existence of the City or the titles of its officers to their respective offices or seeking to restrain or to enjoin the issuance, sale or delivery of the Local Obligations, the application of the proceeds thereof, or the collection or application of reassessments pledged or to be pledged to pay the principal of and interest in the Local Obligations, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Local Obligations and other City Documents, or any other applicable agreements, or any action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the powers of the City or its authority with respect to the Local Obligations and other City Documents, or any other applicable agreements, or any action of the City contemplated by any of said documents, or which would adversely affect the exemption of interest paid on the Local Obligations from federal income taxation or California perSOnal income taxation, nor to the knowledge of the City is there any basis therefor; (p) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request' in order for the Underwriter to qualify.the 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 Underwriter may designate;- provided, however, the City shall not be required to $F2-37734.1 I 0 40879-57-SS4-11112195 register as a dealer or a broker of securities or consent to the jurisdiction of any State of the United States, other than the State of California; ' ~ ~" (q) Any certificate signed by any authorized official of the City authorized to do so shall be deemed a representation and warranty by the City to the Underwriter as to' the statements made therein; (r) During the period from the date hereof until the Closing Date, the City agrees to furnish the Underwriter with copies of any documents it files with any regulatory authority which are requested by the Underwriter; (s) The City will agree to notify the Underwriter prior to any reapportionment of reassessments to the end that they will be approved only if security is not reduced or impaired; (t) The City is not in default, nor has the .City been in default at any time, as to the payment of principal or interest with respect to an obligation issued by the City or with respect to an obligation guaranteed by the City as guarantor. (u) The City will undertake, pursuant to the Fiscal Agent Agreement and the Continuing Disclosure Agreement, to provide certain annual financial information and information about the property in the Reassessment District, together with notices of the occurrence of certain events, if material. A copy of the Continuing Disclosure Agreement is set forth in Appendix F of the Preliminary Official Statement and will also be set forth in the Official Statement, and the specific nature of the information to be contained in.the Annual Report or the notices of material events is set forth in the Continuing Disclosure Agreement. 4. Conditions to the Obliqations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the City and Authority contained herein, as of the date hereof and as of the Closing Date, to the accuracy~in all material respects of the statements of the officers and other officials of the City and Authority and other persons and entities made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the City and the Authority of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions: (a) At the Closing Date, the Indenture and any other applicable agreements shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and the Local Obligations and with the transactions SF2-377~. 1 11 ~0879-$7~S~ 11/12/95 contemplated thereby and by this Purchase Agreement, all such actions as, in the opinion of Bond Counsel, shall be necessary and appropriate; (b) At the Closing Date, the Official Statement shall be in form and substance satisfactory to the Underwriter, the Authority and the City; (c) Between the date hereof and the Closing Date, the market price or marketability of the Bonds at the initial offering prices shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the Authority terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following: (1) Legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation has been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest as would be received by the holders of the Bonds or the Local Obligations; (2) Legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America, or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice 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 'the Bonds or the Local Obligations, obligations of the general character of the Bonds or the Local Obligations, including any or all underlying arrangements, are not exempt from registration under o~ other requirements of the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds or the Local Obligations, or of the Bonds, including any or all underwriting arrangements, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities laws as amended and then in effect; SF2-3773~. ! 12 40879-57-SS4-11 / 12/95 (3) A general suspension of trading in securities on the New York Stock Exchange, or a general banking moratorium declared by Federal,.State of New York or State of California officials authorized to do so, or a war, outbreak or escalation of hostilities, or other national calamity; (4) The withdrawal or downgrading of any rating .of any securities of the City or the Authority by a national rating agency; (5) Any amendment to the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the City or the Authority, its property, income Or securities (or interest thereon), the validity or enforceability of the reassessments or the ability of the City to issue the Local Obligations or the Authority to issue the Bonds as contemplated by the Indenture and the Official Statement; (6) 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 Preliminary Official Statement or the Official Statement, or results in the Preliminary Official Statement or the Official Statement containing any untrue statement of a material fact or omitting 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; (7) The entry of an order by a court of competent jurisdiction which enjoins or restrains the City from issuing permits, licenses or entitlements within the City or which order, in the reasonable opinion of the Underwriter, otherwise materially and adversely affects the proposed developments within the City; (8) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any · governmental body, department or agency of the State or a decision by any court of competent jurisdiction within the State or any court of the United States shall be rendered which, in the reasonable opinion of the Underwriter, materially adversely affects the market price of the Bonds; (9) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which restrictions materially adversely affect the Underwriter's ability' to market the Bonds; or (10) The United States has become .engaged in hostilities which have resulted in a declaration of war or a national emergency or there has oCcurred any other outbreak of SF2-377~. ! 13 40~79-57=SS4-11112/95 hostilities or a national or international calamity or crisis, financial or otherwise, the effect of such outbreak, calamity or crisis on the financial markets of the United. States, being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds. (d) On or prior to the Closing Date, the Underwriter shall have'received counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Underwriter, or shall have waived the receipt of such documents as a condition to the Underwriter's purchase of the Bonds: (1) The Official Statement, executed on behalf of the Authority and the City; (2) A fully executed copy of the Indenture and the Fiscal Agent Agreement; (3) An approving opinion of Bond Counsel dated the date of the Closing and substantially in the form included as APPENDIX E, to the Official Statement, together with a letter from such counsel, dated the date of the Closing Date and addressed to the Underwriter, to.the effect that the foregoing opinion may be relied upon by the Underwriter to the same extent as if such opinion were addressed to it. (4) A supplemental opinion of Bond Counsel, dated as of the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter and its counsel to the effect that: ' (a) The Authority has full power and authority to execute, deliver and perform the Authority Documents, and the same has been duly authorized, executed and delivered by the Authority and constitute the binding agreement of the Authority, are in full force and effect as of the Closing Date, and are enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors rights and by the application of equitable principles if equitable remedies are sought. (b) The City has full power and authority to execute, deliver and perform the City Documents, and the same have been dulY authorized, executed and delivered by the City and constitute the legal, valid and binding obligations of the City, are in full force and effect as of the Closing Date, and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors rights and by the application of equitable principles if equitable remedies are ~ sought. S1='2-377:~. 1 1 4 40879-57-S,%4-11/12/95 (c) The statements contained in the official Statement on the cover page and under the captions "INTRODUCTION," "THE REFUNDING PLAN," "THE SERIES A BONDS," "SECURITY FOR THE SERIES A BONDS," "CONCLUDING INFORMATION - Tax Matters," "CONCLUDING INFORMATION - No Litigation" and "APPENDICES B and E" insofar as such statements purport to summarize certain provisions relating to the Bonds, the Indenture, the Local Obligations, the pledge of the Revenues, the Refunding Law, the Joint Exercise of Powers Act, the JPA Act or state and federal tax law, fairly and accurately summarize the information presented therein; provided that Bond Counsel need not express any opinion with respect to any financial or statistical information contained therein. (d) The Bonds and the Local Obligations are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. (e) The Refunded Bonds are deemed to be paid and are no longer Outstanding within the meaning and with the effect expressed in the documents relating to the issuance thereof, and the assessments securing the Refunded Bonds have been superseded and supplanted by the reassessments security the Local Obligations, as provided for in the Refunding Law. (f) The Local Obligations representing the unpaid assessments were validly issued under the provisions of the Refunding Law and the Fiscal Agent Agreement; (g) The Local Obligations constitute valid and binding limited obligations of the City, payable solely from the proceeds of the unpaid reassessments, subject to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar law affecting creditor's rights, to the application of equitable principles and to the exercise of judicial discretion and appropriate cases and to the limitations on legal remedies against general law cities in the State of California; and (h) Interest on the Local Obligations is excluded from gross income for federal income tax purposes, is exempt from California personal income taxes and is not a specific preference item for purPoses of the federal individual or corporate alternative minimum taxes. (5) An opinion, dated as of the Closing Date and addressed to the Underwriter, of counsel to the Authority, in form and substance acceptable to the Underwriter and its counsel, to the effect that: (i) the Authority is a joint powers authority, duly organized and validly existing pursuant to the laws of the State of California (including the Joint Exercise of Powers SF2-3T'/34.1 1 5 40~79-57~S~11/12/95 Act) with full legal right, power and authority to issue the Bonds and purchase the Local Obligations and to perform' all of its obligations under this Purchase Agreement, the Bonds the Authority Documents; (ii) the preparation and distribution of the Preliminary Official Statement and the Official Statement and this Purchase Agreement have been duly approved by the Authority; (iii) this Purchase Agreement, the Bonds and all other Authority Documents constitute the legal, valid and binding obligations of the Authority enforceable against the Authority in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors'.rights in general and to the application of equitable principles if equitable remedies are sought; (iv) no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending or threatened in any way affecting the existence of the Authority or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds or the application of the proceeds thereof, or in any way contesting or affecting the validity or enforceability of the Bonds, this Purchase Agreement or any other Authority Document or any action of the Authority contemplated by any of said documents, or in any way contesting the purchase of the Local Obligations or the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the powers of the Authority or its authority with respect to this Purchase Agreement or any other applicable agreement, or any action on the part of the Authority contemplated by any of said documents, nor is there any basis therefor; (v) the Authority is not in breach of or in default under any applicable law or administrative rule or regulation of the State of California or the United States. of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the Authority is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the performance by the Authority under the Bonds, this Purchase Agreement or any other Authority Document as the case may be; (vi) the execution and delivery of the Bonds, this Purchase Agreement or any other applicable agreements and the other instruments contemplated by any of such documents to which the Authority is a party, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or SF2-377~4.1 16 40879-$7-SS4-11/12/95 regulation of the State of California or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument to which the Authority is a party or is otherwise subject or bound; (vii) all approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the Authority of its obligations hereunder, or under the Bonds or any other Authority Document, have been obtained and are in full force and effect; and (viii) as of the Closing Date, the information contained in the Official Statement under the captions "INTRODUCTION," "THE AUTHORITY" and "CONCLUDING INFORMATION - No Litigation," (excluding therefrom statistical and financial data) is true and correct and such information does not contain any untrue statement of a material fact required to be stated in the Official Statement or omit to state any fact necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respect; (6) An opinion, dated as of the Closing Date and addressed to the Underwriter, of the City Attorney of the City, in form and substance acceptable to the Underwriter and its counsel, to the effect that: (i) the City is a general law city, duly organized and validly existing pursuant to the Constitution and the laws of the State of California with full legal right, power and authority to issue the Local Obligations and to perform all of its obligations under this Purchase Agreement, the Fiscal Agent Agreement, the Local Obligations and all other applicable agreements; (ii) the preparation and distribution of the Preliminary Official Statement and the Official Statement and this PurchaSe Agreement have been duly approved by the City; (iii) this Purchase Agreement, the Local Obligations and all other City Documents constitute the legal, valid and binding obligations of the City enforceable against the city in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought; (iv) no action, suit, proceeding, inquiry or investigation, at law or in eqUity, before or by any court, $F2-377~.1 17 40879-57-S84-I1/12/95 regulatory agency, public board or body is pending or threatened in any way affecting the existence of the City or the titles of its officers to their respective offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the' Fiscal Agent Agreement, Local Obligations or the application of the proceeds thereof, or the collection or application of the assessments to pay the principal of and interest on the Local Obligations or in any way contesting or affecting the validity or enforceability of the Fiscal Agent Agreement, the Local Obligations, this Purchase Agreement or any other City Document or any action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the powers of the City or its authority with respect to this PurChase Agreement or any other applicable agreement, or any action on the part of the City contemplated by any of said documents, nor is there any basis therefor; (v) the City is not in breach of or in default under any applicable law or administrative rule or regulation of the State of California or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the performance by the~ City under the Fiscal Agent Agreement, the Local Obligations, this Purchase Agreement or any other City Document as the case may be; (vi) the execution and delivery of the Fiscal Agent Agreement, the Local Obligations, this Purchase Agreement or any other applicable agreements and ~the other instruments contemplated by any of such documents to which the City is a party, and compliance with the provisions of each thereof, will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State of California or the United States of America, or of any department, division, agency or instrumentality of either thereof, or under any applicable court or administrative decree or order, or under any loan agreement, note, ordinance, resolution, indenture, contract, agreement or other instrument to which the City is a party or is otherwise subject or bound; (vii) all approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the City of its 'obligations hereunder, or under the Local Obligations or any other applicable agreements, have been obtained and are in full force and effect; and SF2-3773.4. ! 18 40879-57-SS4-11/12/95 (viii) as of the Closing Date, the information contained in the Official Statement under the captions "INTRODUCTION," "THE REFUNDING PLAN.," "CONSOLIDATED REASSESSMENT DISTRICT NO. 95-1," "THE CITY" and "CONCLUDING INFORMATION - No Litigation," (excluding therefrom statistical and financial data) is true and correct and such information does not contain any untrue statement of a material fact required to be stated in the Official Statement or omit to state any fact necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respect; (7) An opinion of Orrick, Herrington & Sutcliffe, counsel for the Underwriter, dated as of the Closing 'Date and addressed to the Underwriter, in a form and substance satisfactory to the Underwriter; provided, that in rendering such opinion, such counsel may rely on the opinions of Bond Counsel, the City Attorney and counsel to the Authority; (8) A certificate, dated as of the Closing Date and signed by a duly authorized official of the Authority, ratifying the use and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offering and sale of the Bonds, and certifying that (i) the representations and warranties of the AuthoritY contained herein are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) no event has occurred since the date of the Official Statement affecting the Authority which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading in any material respect, and the Bonds and other applicable agreements conform as to form and tenor to the descriptions thereof contained in the Indenture and the Official Statement; (iii) the Authority has complied with all the agreements and has satisfied all the conditions on its part to be performed or satisfied under this Purchase Agreement at and prior to the Closing Date; and (iv) as of the Closing Date, the information contained in the Official Statement under the captions "INTRODUCTION" and "THE AUTHORITY" is true and correct and such information does not contain any untrue statement of a material fact required to be stated in the Official Statement or omit to state any fact necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respect; (9) A certificate, dated as of the Closing Date and signed by a duly authorized official of the City, ratifying the use and distribution by the Underwriter of the Preliminary Official Statement and the official Statement in connection with the offering and sale of the Bonds, and certifying the (i) the representations and warranties of the City contained herein are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) no event has occurred since the date of the Official SF'2-37734.1 1 9 40879-57-SS4-1!/12/95 Statement affecting the City which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading in any material respect, and the Local Obligations and other applicable agreements conform as to form and tenor to the descriptions thereof contained in the Official Statement; (iii) the City has complied with all the agreements and has satisfied all the conditions on its part to be performed or satisfied under this Purchase Agreement at and prior to the Closing Date; and (iv) as of the Closing Date, the information contained in the Official Statement under the captions "INTRODUCTION," THE "REFUNDING PLAN," "REASSESSMENT DISTRICT NO. 95-1," "THE CITY" and "APPENDIX C" (excluding therefrom statistical and financial data) is true and correct and such information does not contain any untrue statement of a material fact required to be stated in the Official Statement or omit to state any fact necessary to make the statements made therein, in light of the' circumstances under which' they are made, not misleading in any material respect; (10) A certificate dated the Closing Date and addressed to the Underwriter, from Muni Financial Services, Inc. in substantially the form attached hereto as "Exhibit C"; (11) Two counterpart originals or copies certified by an authorized officer of the Authority of a transcript of all proceedings relating to the aUthorization, issuance, sale and delivery of the Bonds and the Local Obligations; (12) The opinion of counsel to the Trustee, dated the Closing Date, addressed to the Underwriter, in form and substance acceptable to counsel for the Underwriter substantially to the following effect: (i) The Trustee is a organized and validly existing under the laws of duly (ii) The Trustee has duly authorized the execution and delivery of the Indenture and the Escrow Agreement. (iii) The Indenture and the Escrow Agreement have been duly entered into and delivered by the Trustee and assuming due, valid and binding authorization, execution and delivery bY the other parties thereto, constitutes the legal, valid and binding obligations of the Trustee enforceable against the Trustee in accordance with their respecting terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally, or by general principles of equity. (iv) acceptance by the Trustee of the duties and obligations under the Indenture and the Escrow Agreement and compliance with provisions thereof will. not conflict with or SF2-37734.1 2 0 40879-57-$S4-11 / 12/95 constitute a breach of or default under any law or administrative regulation to which the Trustee~is subject. (v) Ail approvals, consents and orders of any governmental authority or agency having jurisdiction in the matter whiCh would constitute a condition precedent to the performance by the Trustee of its duties and obligations under the Indenture or the Escrow Agreement have been obtained and are in full force and effect. (13) A Certificate of the Trustee, dated the Closing Date, addressed to the Underwriter, in form and substance acceptable to counsel for the Underwriter to the following effect: (i) The Trustee is duly organized and existing as a in good standing under the laws of , having the full power and authority to accept and perform its duties under the Indenture and the Escrow Agreement; (ii) Subject to the provisions of the Indenture, the Trustee will apply the proceeds from the Bonds to the purposes specified in the Indenture; and (iii) Within the scope of its trust obligations under the Indenture, the Trustee agrees to cooperate with the Underwriter and its counsel, at the expense of the Underwriter, in endeavoring to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may request; provided, however, that the Trustee will not be required to executed a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction in which it is not now so subject. (14) Evidence as of the Closing Date satisfactory to the Underwriter that the Bonds have received, at a minimum, a rating of " " from Moody's Investors Service (the "Rating Agency") (or such other equivalent rating as the Rating Agency shall issue), and that such ratings have not been revoked or downgraded. (15) Receipt of the verification report of Grant Thornton, dated the Closing Date, and in form and substance acceptable to the Underwriter and Counsel to the Underwriter; (16) The No-Arbitrage or Tax Certificate of the Authority and the City in form and substance acceptable to the Bond Counsel; (17) Evidence that the federal tax information Form $038-G with respect to the Bonds and the Local Obligations has been prepared for filing and mailed; SF2-37734.1 21 40979-57-SS4-11/12/95 (18) Evidence that the Authority has purchased, simultaneously with the delivery of' the Bonds, the Local Obligations; and (19) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the statements and information contained in the official Statement, of the Authority's and the City's representations and warranties contained herein and the due performance or satisfaction by the City and the Authority at or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the City and the Authority in connection with the transactions contemplated hereby and by the Official Statement and the Indenture. If any of the conditions to the obligations of the Underwriter contained in this section or elsewhere in this Purchase Agreement shall not have been satisfied when and as required herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the Closing Date by written notice to the Authority and the City. 5. Expenses. (a) The Underwriter shall be under no obligation to pay, and the Authority and %he City shall pay or cause to be paid out of the proceeds of the Local Obligations, all expenses incident to the performance of the City's and the Authority's obligations hereunder, including but not limited to: the cost of printing and delivering the Bonds to the Underwriter and the Local Obligations to the Authority; the cost of preparation, printing (and/or word processing and reproduction), distribution and delivery of the resolutions, and the cost of printing (and/or word processing and reproduction), distribution and delivery of the Preliminary Official Statement and the Official Statement and all other agreements and documents contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter; the fees and expenses in connection with obtaining a delinquency report and statement of direct and overlapping bonded debt from California Municipal Statistics, Inc.; and the fees and disbursements of the Trustee for the Bonds, the Bond Counsel, any accountants, financial advisors or other engineers or experts or consultants the City or the Authority have retained in connection with the Bonds and the Local Obligations and any out-of-pocket disbursements of the City or the Authority to be paid from the proceeds of the Local Obligations. All out-of-pocket expenses of the Underwriter and the fees and disbursements of Counsel to the Underwriter shall be paid by the Underwriter. (b) Whether or not the Bonds are delivered to the Underwriter as set forth herein, provided that the City and the Authority shall not have defaulted in the performance of their obligations under this Purchase Agreement, the City and Authority SF2-3773a. I 2 2 40879-$7-SS4-11/12/95 shall be under no obligation to pay, and the Underwriter shall pay, the cost of preparation of any"blue sky" or legal investment memoranda and this Purchase'~A~re~me~, expenses to qualify the Bonds for sale under any "blue sky" or other state securities laws and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enumerated in paragraph (a) of this section), including the fees and disbursements of its counsel and any advertising expenses. 6. Indemnifications. (a) The City and Authority hereby indemnify and hold harmless to the fullest extent permitted by California or other applicable law, the Underwriter, its officers, directors, employees and agents and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended (each an "Indemnified Person"), from and against any and all claims, damages, losses, liabilities, costs or expenses which any Indemnified Person may incur or which may be claimed against any Indemnified Person by any person or entity by reason of any untrue or misleading statement of any material fact relating to the City or the Authority or omission or misleading statement of any material fact relating to the City or the Authority or the omission or alleged omission to state therein a material fact relating to the City or the Authority necessary to make such statements in the Preliminary Official Statement and the Official Statement, in the light of the circumstances under which, and as of'the date when, they were made, not misleading; provided, however, that the City shall not be liable in any such case to the extent that any such loss, claim, damage, liability or action arises out of, or is based upon, any untrue statement or alleged untrue statement or a material fact contained in the Official Statement, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact necessary to make the statement therein not misleading, made therein in reliance upon and in conformity with written information furnished to the City or the Authority by the Underwriter specifically for use in connection with the preparation thereof. This indemnity agreement shall not be construed as a limitation on any other liability which the City may otherwise have to any Indemnified Person provided that in no event shall the City or the Authority be obligated for double indemnification. (b) Each Indemnified Person shall, within ten (10) days after the receipt of notice of the commencement of any action against it in respect of which indemnification may be sought on account of any indemnification agreement contained herein, give written notice of the commencement thereof to the party against whom indemnification is sought hereunder, but the omission so as to notify the indemnifying party of any such action shall not relieve the indemnifying party from any liability which it or they may have to such Indemnified Person otherwise than on account of such sm-3~.l 2 3 40879-57~S&11/12/95 indemnification agreement. In case such notice of any such action shall be so given, the indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of the action, in which event the defense shall be conducted by counsel chosen by such indemnifying party and reasonably satisfactory to the Indemnified Person (or Indemnified Persons, if more than one) who shall be defended (or defendants) in the action, and the Indemnified Person (or Indemnified Persons, if more than one) shall bear the fees and expenses of any additional counsel retained by it or them; but, if the indemnifying party shall elect not to assume the defense of the action, the indemnifying party will reimburse the Indemnified Person (or Indemnified Persons, if more than one) for the reasonable fees and expenses of any counsel retained by the Indemnified Person (or Indemnified Persons, if more than one). No party from whom indemnification is sought shall be obligated to pay the fees or expenses of more than one counsel for all Indemnified Persons in any single action or series of related actions, unless, in the good faith judgment of such counsel, such conflicts or potential conflicts of interest exist among such Indemnified Persons as to render representation of all such Indemnified Persons by the same counsel undesirable. It is understood, however, that an indemnifying party will not be liable for the legal fees and disbursements of any Indemnified Person if the Indemnified person agrees to settle and settles any claims, action or proceeding in respect of which indemnification is sought without the prior written consent of such indemnifying party, which consent will not be unreasonably withheld. (c) The City or the Authority shall also reimburse the Underwriter and its officers, directors, employees and agents for all reasonable expenses incurred by it, including compensation for witnesses' time and the fees and expenses of separate counsel, in connection with the Underwriter being compelled to appear as a witness in any action or proceeding brought against the City or the Authority or in connection with the Bonds or the Local Obligations, whether or not the Underwriter is named in such action or proceedings. (d) The indemnities andobligations of the City and the Authority contained in this Section 6 shall survive the termination of this Purchase Agreement. 7. Undertakinqs of the Authority and the city. The Authority and the City agree, at their expense, to make available to the Underwriter sufficient copies of their audited financial statements, if any, certified assessment revenue projections, certified copies of the tax reports relating to the annual levy of the reassessments, a certification of the annual collections of the reassessments, resolutions of the City Council with respect to the Local Obligations, the Preliminary Official Statement and the Official Statement and any amendments or supplements thereto and other documents related to the Bonds or the Local Authority and pertaining to the City, to the extent such documents are publicly SF2-37734.1 2 4 40~79-57-SS4-11/12/95 available, as may reasonably be required from time to time for the prompt and efficient performance by the Underwriter of its obligations hereunder (except' for att~or any portions of any such documents which, by contract, are not subject to disclosure). 8. Notices. Any notices, requests, directions, instruments or other communications required or permitted to be given hereunder shall be in writing and shall be given when delivered, against a receipt, or mailed certified or registered, postage prepaid, to the City, the Authority and the Underwriter at the respective addresses below. If to the City: City of Tustin 300 Centennial Way Tustin, California 92680 Attention: Finance Director If to the Authority: Tustin Public Financing Authority c/o city of Tustin 300 Centennial Way Tustin, California 92680 Attention: Finance Director If to the Underwriter: PaineWebber Incorporated 725 South Figueroa Street, 41st Floor Los Angeles, California 90017 Attention: Municipal Finance Department provided, however, that all such notices, requests or other communications may be made by telephone and promptly confirmed by writing. The City, the Authority and the underwriter may, by notice given as aforesaid, specify a different address for any such notices, requests or other communications. 9. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the Authority, the city and the Underwriter (including successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. 10. Survival of Representation and Warranties. The representations and warranties of the Authority and the City set forth in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such SF2-37734.1 2 5 40879-57-SS4-11 / 12/95 investigations) concerning such representations and statements of the Authority and the City and regardless of delivery of and payment for the Bonds the Local Authority. 11. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority and the City and shall be valid and enforceable as of the time of such acceptance. 12. Applicable Law; Nonassiqnability. This Purchase Agreement shall be governed by the laws of the State of California'. This Purchase Agreement shall not be assigned by the Authority or the City. 13. Execution of Counterparts. This Purchase Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same. 14. NO Prior Aqreements. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds by the Authority and the sale of the Local Obligations by the City and represents the entire agreement of the parties as to the subject matter herein. 15' Partial Unenforceability. Any provision of this Purchase Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Purchase Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. sF2-377~.~ 2 6 40~79-57~s4-11/12/95 16. Cap~tal$~ed Terms. Terms with initial capital letters not otherwise defined herein shall have the meanings assigned to them in the Indenture. Very truly yours, PAINEWEBBER INCORPORATED By: Title: CITY OF TUSTIN By: Mayor By: City Clerk TUSTIN PUBLIC FINANCING AUTHORITY By: President By: Secretary S~-37754.1 2 7 40879-57-SS4-11 / 12/95 EXHIBIT ~ Maturity Schedule for Series A DoDds Maturity Principal Interest Price or ~SeDtember 2) Amount Rate Yield 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 Mandatory Sinking Fund Redemptions for Terms Bonds of 2013 2006 2007 2008 2009 2010 2011 2012 2013 (maturity) Total Principal - $ SF'2-37734.1 A- 1 44~79-57-Ss4-11/12/95 ~XHIBIT B DESCRIPTION OF THE LOCAL O.BLIGATIONS SF'2-3773a. 1 B- 1 40~79-57-ss4-11/12/95 EXHIBIT C CERTIFICATE OF MUNI FINANCIAL SERVICES, INC. PaineWebber Incorporated 725 S. Figueroa Street, 41st Floor Los Angeles, California 90017 Ladies and Gentlemen: I, the undersigned authorized Principal of Muni Financial Services, Inc. (the "Assessment Consultant"), hereby certify as follows: (To Come) · Capitalized terms used in this Certificate which are not otherwise defined shall have the meaning ascribed thereto in the Official Statement. Dated: CLOSING DATE, 1995 MUNI FINANCIAL SERVICES, INC. By: (Name) (Title) S~-3773~. 1 C- 1 40879-57-SS4-11/l 2/95