HomeMy Public PortalAbout2016.178 (08-02-16)RESOLUTION NO.2016.178
RESOLUTION NO. 2016.004
A JOINT RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AND
THE LYNWOOD UTILITY AUTHORITY APPROVING A CONTRACT WITH
NOSSAMAN LLP AS BOND COUNSEL FOR THE PROPOSED LYNWOOD UTILITY
AUTHORITY ENTERPRISE REFUNDING REVENUE BONDS, SERIES 2016A
PUBLIC SALE AND FOR THE MAYORIPRESIDENT TO EXECUTE THE
AFOREMENTIONED CONTRACT IN A FORM APPROVED BY THE CITY
ATTORNEY /AUTHORITY COUNSEL
WHEREAS, the 2008 Series A and 2009 Series A Lynwood Utility Authority
bonds are eligible for refunding; and
WHEREAS, given current market conditions, the City and Authority can expect to
save approximately $120,000 per year from the proposed refunding; and
WHEREAS, staff recommends refunding of the 2008 Series A and 2009 Series A
Lynwood Utility Authority bonds; and
WHEREAS, staff recommends the selection of Nossaman LLP as bond counsel
for the proposed refunding of the 2008 Series A and 2009 Series A Lynwood Utility
Authority bonds; and
NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF LYNWOOD AND
THE LYNWOOD UTILITY AUTHORITY DOES HEREBY FIND, DETERMINE, ORDER
AND RESOLVE AS FOLLOWS:
Section 1. The City Council and the Lynwood Utility Authority authorizes the
Mayor /President to execute a contract with Nossaman LLP as bond counsel for the
proposed Lynwood Utility Authority Enterprise Refunding Revenue Bonds, Series
2016A public sale.
Section 2. This resolution shall become effective immediately upon its
adoption.
Section 3. The City Clerk shall certify as to the adoption of this City Council
and Lynwood Utility Authority Resolution.
[THIS SPACE INTENTIONALLY LEFT BLANK]
PASSED, APPROVED and ADOPTED this 2nd day of August 2016.
Edwin Hernandez, yor /President
ATTEST:
Owl I YAM IN I if 01101 IN M I
APPROVED S TO FORM:
David A. Garcia,
City Attorney /Authority Counsel
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood /Secretary to the
Lynwood Utility Authority, do hereby certify that the foregoing Resolution was passed
and adopted by the City Council of the City of Lynwood at a regular meeting held on the
2nd day of August, 2016, and passed by the following vote:
AYES: COUNCIL MEMBERS ALATORRE, SANTILLAWBEAS, SOLACHE,
CASTRO AND HERNANDEZ
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
r �
Maria Quinonez, City Clerk
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood /Secretary to the
Lynwood Utility Authority, do hereby certify that the above foregoing is a full, true and
correct copy of Resolution No. 2016.178 and Resolution No. 2016.004 on file in my
office and that said Resolution was adopted on the date and by the vote therein stated.
Dated this 2d' day of August, 2016.
aria Q uinonez, C y Clerk
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AGREEMENT FOR BOND/DISCLOSURE COUNSEL SERVICES
THIS AGREEMENT (the "Agreement ") is made and entered into this 2 "d day of
August, 2016, by and between the City of Lynwood, whose address is 11330 Bullis Road
Lynwood, California 90262 (the "City"), and Nossaman LLP, a partnership including
professional corporations ( "Nossaman") whose address is 18101 Von Karman Ave., Ste. 1800,
Irvine, California 92612.
WITNESSETH:
WHEREAS, the City proposes to finance and refinance the acquisition and
construction of certain water system and sewer system improvements (the "Project"); and
WHEREAS, Nossaman is specifically trained and experienced in the conduct of
proceedings for accomplishing the financing and refinancing of the Project through the
preparation, sale and delivery of tax- exempt certificates of participation or joint powers authority
revenue bonds for such purposes (the "Obligations "); and
NOW, THEREFORE, in consideration of the covenants and premises herein
contained and other good and valuable consideration, the parties hereto agree as follows:
1. Duties. Nossaman shall provide legal services in connection with the
authorization, issuance, sale, execution and delivery of the Obligations (the "Transaction "). Such
services shall include, but not be limited to, the following:
a. Conferring and consulting with the developer of the Project, the
credit provider, the officers, administrative staff, financial advisor, underwriter and other
representatives of the City in connection with the preparation and formulation of the Transaction.
b. Attendance at all meetings of the City and any administrative
meetings at which the Transaction is to be discussed or otherwise deemed necessary for the
proper planning of the Transaction, when requested to attend such meetings by the City.
C. Preparation of the Resolution of Issuance, security documents and
all other resolutions, agreements, notices and other documents necessary for the proper conduct
and consummation of the Transaction, including formation of a joint powers authority.
d. A review of all financial documents for legal sufficiency.
e. Preparation of the official statement or disclosure document in
connection with the Transaction to assure the disclosure of all material facts within the
knowledge of the City.
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f. Preparation of an incumbency certificate, an arbitrage certificate,
and any and all other closing documents required of the City to accompany delivery of the
financing documents.
g. Preparation of documentation and assistance in obtaining credit
enhancement and/or a rating on the Obligations if such a rating is sought.
h. Attendance at and supervision of the closing, and issuing the legal
opinion of Nossaman stating that the interest payments with respect to the Obligations is exempt
from present Federal and State income taxes, as the case may be, and approving in all respects
the legality of all proceedings for the authorization, issuance, sale and delivery of the Obligations
and other agreements relating to the Transaction.
i. Preparation of a transcript of the closing of the Transaction.
i. Conferring and consulting with City officials and agents with regard
to any problems which may arise prior to the maturity of the issuance.
k. Providing any other necessary services, including ongoing
monitoring of the Transaction after the sale of the Obligations and assistance to the City
regarding the Transaction, generally expected of Nossaman not listed above.
2. Compensation. For provision of the services to be rendered pursuant
to this Agreement relating to the financing of the Project, the City shall pay Nossaman a fee of
not to exceed [$90,000.00], which fee shall include any out -of- pocket expenses incurred by it in
the course of this engagement, such as reproduction and printing costs, word processing time,
long distance telephone calls, travel at the request of the City and similar items. Said fee is
payable only upon issuance of the Obligations, and shall be paid from proceeds thereof.
In the event Nossaman is requested to perform additional work outside of its
normal and customary services as bond counsel or disclosure counsel, such as litigation,
Nossaman will be paid additional compensation therefor following the submission of monthly,
itemized bills at the hourly rate of the attorney performing such services; provided, however,
there shall be no additional compensation due Nossaman under the paragraph without the prior
approval of the City.
3. Assignment. This Agreement may be assigned by the City to any other
issuer of the securities as may be necessary to consummate the Transaction, without the consent
of but with notice to Nossaman.
4. No Guarantees; Entire Agreement. Nothing in this Agreement and
nothing in our statements to you should be construed as a guarantee or promise about the
outcome of the Transaction or any phase thereof. We make no such guarantees or promises.
Comments about the course or outcome of the Transaction or any phase thereof which we may
make from time to time are expressions of opinion only. The written Agreement constitutes the
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City of Lynwood Bond—Disclosure Counsel Agreement (2)
18002711.v2
entire Agreement between the parties hereto with respect to Nossaman services and neither party
has been induced to make or enter into this Agreement by reason or promise, agreement,
representation, statement or warranty other than as herein contained.
5. Other Representation. Nossaman may, from time to time, have
clients with interests which may be potentially adverse to the City. Nossaman reserves the right
to represent said clients except on matters directly relating to the City's Obligations. We will
disclose any such potential conflict to you and will seek a waiver of that conflict. We will of
course work with you and our other clients to construct an appropriate ethical wall to protect the
confidences of all of our clients and to clearly separate our work in any such case. Although we
are not asking for a waiver now since these conflicts may not emerge, we ask that you agree to
give good faith consideration to our requests for any such waivers in the future. This will allow
us to better serve all of our clients.
6. Work Product. Our files developed in the course of work undertaken
pursuant to this Agreement are your property. We will release those files to you or to anyone
else you designate upon your written request delivered to the attorney in charge of this matter.
However, such a request will signify the end of this engagement if it is then still ongoing. You
agree that we may, in our sole discretion, copy all or any portion of such files at your expense
and retain such copies, and that we may have a reasonable period of time before releasing the
documents to you or your designee in order to make the copies. We will from time to time send
portions of your files that are not currently needed to an off -site storage facility. The cost of
using this facility will be our sole expense. However, we are not the guarantor of the security of
any off -site storage facility. Accordingly, you agree that the fine will not be responsible for any
damages which may occur as a result of the loss of any of your files which we store at an off -site
storage facility. You also agree that we may, after the passage of two years without our having
performed any work for you pursuant to this engagement, destroy the files of this engagement
without further notice to you unless you have previously provided us with written instructions to
forward the files to you or to another person you designate.
7. Insurance. We carry professional liability insurance which would cover
the services we will be providing under the terms of this Agreement. That insurance is subject to
a self - insured retention.
8. Privacy Policy. Please be advised that we have adopted a privacy
policy in compliance with the requirements of the Gramm- Leach - Bliley Act, a copy of which is
attached to this letter. If you have any questions concerning our Privacy Policy, please contact
US.
9. Arbitration. If an action or proceeding is commenced to enforce this
Agreement or any provision hereof, the prevailing party in such an action or proceeding shall be
entitled to recover the reasonable amount of his, her or its fees and costs thereof, in addition to
compensatory damages. For the purposes of enforcing this Agreement only, and as otherwise
required by law, you agree that this Agreement may be disclosed to a court or arbitrator.
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City of Lynwood Bond—Disclosure Counsel Agreement (2)
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10. Notices. All notices, demands, requests, consents and approvals
given, required or permitted to be given hereunder, shall be contained in writing and shall be
deemed sufficiently given if sent by express delivery service or by registered or certified mail,
postage prepaid and return receipt requested, addressed to the parties at the addresses set forth
above or on any addendum or counterpart to this Agreement, or to such other address as the
recipient shall have notified the sender of in writing. You agree to keep us currently informed of
any change in your address or telephone numbers so that we may effectively communicate with
you. We will also advise you promptly of any change in the firm's business address, electronic
mail address, telephone or facsimile numbers.
11. California Law. This Agreement is made under and shall be construed
in accordance with the substantive laws of the State of California, without reference to choice of
law rules.
12. Counterparts. This Agreement may be executed in counterparts
each of which shall be deemed an original but all of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers and representatives thereto duly authorized, all as of the day
and year first above written.
CITY OF LYNWOOD
LOU
City Manager
NOSSAMAN LLP, a partnership including
professional corporations
go
Albert R. Reyes, a Partner
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PRIVACY POLICY OF NOSSAMAN LLP
Lawyers, as providers of certain personal services, are now required by the Gramm- Leach - Bliley
Act to inform their clients of their policies regarding privacy of client information. Our law firm
understands your concerns as a client for privacy and the need to ensure the privacy of all your
information. Your privacy is important to us and maintaining your trust and confidence is a high
priority. Lawyers have been and continue to be bound by professional standards of
confidentiality that are even more stringent than those required by such Act. Therefore, we have
always protected your right to privacy. The purpose of this notice is to explain, as now required
by law, our Privacy Policy with regard to personal information about you that we obtain and how
we keep that information secure.
NONPUBLIC PERSONAL INFORMATION WE COLLECT
We collect nonpublic personal information about you that is provided to us by you or obtained by
us with your authorization or consent, or otherwise furnished to us in the performance of our
engagement, as through discovery in litigation.
WE DO NOT DISCLOSE ANY PERSONAL INFORMATION ABOUT OUR CLIENTS
OR FORMER CLIENTS TO ANYONE, EXCEPT AS PERMITTED OR REQUIRED BY
LAW AND ANY APPLICABLE STATE ETHICS RULES.
We do not disclose any nonpublic personal information about current or former clients obtained
in the course of representation of those clients, except as expressly or impliedly authorized by
those clients to enable us to effectuate the purpose of our representation or as required or
permitted by law or applicable provisions of codes of professional responsibility or ethical rules
governing our conduct as lawyers. In that regard, California law generally provides that lawyers
are absolutely required not to reveal confidential information about clients, except as authorized
by the client or as compelled by law.
CONFIDENTIALITY AND SECURITY
We retain records relating to professional services that we provide so that we are better able to
assist you with your professional needs and to comply with professional guidelines or
requirements of law. In order to guard your nonpublic personal information, we maintain
physical, electronic, and procedural safeguards that comply with our professional standards.
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City of Lynwood Bond Disclosure Counsel Agreement (2)
18002711.v2
S
LYNWOOD UTILITY AUTHORITY
ENTERPRISE REVENUE BONDS
2016 SERIES A
CONTRACT OF PURCHASE
,2016
Lynwood Utility Authority
11330 Bullis Road
Lynwood, California 90262
Ladies and Gentlemen:
The undersigned (hereinafter called the "Underwriter ") offer to enter into the following
agreement with the Lynwood Utility Authority (the "Authority'), which, upon acceptance of this
offer by the Authority, will be binding upon the Authority and the Underwriter. This offer is
made subject to the written acceptance hereof by the Authority on or before 11:59 p.m., Pacific
time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Underwriter
upon written or oral notice given to the Authority at any time prior to the acceptance hereof by
the Authority.
Section 1. Purchase and Sale.
(a) Upon the terms and conditions and upon the basis of the representations
and agreements set forth herein, the Underwriter hereby agrees to purchase, and the Authority
hereby agrees to sell all (but not less than all) of $ aggregate principal amount of its
Enterprise Revenue Bonds, 2016 Series A (the "Bonds "). The Bonds shall be dated the date of
delivery thereof and shall be payable in the years and the amounts, and bear interest at the rates,
set forth in Schedule I hereto, such interest being payable on June 1 and December 1 of each
year, commencing December 1, 2016. The purchase price for the Bonds shall be $ ,
representing the aggregate principal amount of the Bonds, plus an original issue premium of
$ , less the Underwriter's discount of $ . The Bonds shall be subject to
redemption prior to their stated maturities, as described in the Official Statement (as defined
herein) and in Schedule I hereto. From such purchase price, as an accommodation to the
Authority, the Underwriters agree to transfer the sum of $ to (the "Insurer ") in
payment of the premium for its financial guaranty insurance policy (the "Insurance Policy ").
(b) The Authority has delivered or caused to be delivered to the Underwriter
the Authority's preliminary official statement relating to the Bonds, dated _, 2016 (said
preliminary official statement, together with the cover page, inside cover page and any and all
appendices thereto, being herein referred to as the "Preliminary Official Statement "). The
Authority confirms that the Preliminary Official Statement was "deemed final" as of the date
thereof, for purposes of Securities and Exchange Commission Rule 15c2 -12 ( "Rule 15c2 -12 "),
except for certain information permitted to be omitted by said Rule. The Bonds are being
offered pursuant to the Authority's final official statement relating to the Bonds, dated _, 2016
(said final official statement, together with the cover page, inside cover page and any and all
appendices thereto and including any amendments or supplements thereto prior to the Closing
(as defined herein), being herein referred to as the "Official Statement "). Capitalized terms used
herein which are not otherwise defined herein shall have the respective meanings given such
terms in the Official Statement.
Section 2. The Bonds.
The Bonds are being issued pursuant to 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, as amended (the "Act "), an Indenture of Trust, dated as of October 1, 2016,
by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as
trustee thereunder (the "Trustee ") and a Resolution adopted by the Board of Directors of the
Authority on September 20, 2016 (the "Resolution "). The terms and provisions of the Bonds are
set forth in the Indenture.
The Bonds will be issued to provide funds to (a) refund, on an advance basis, all of the
outstanding Lynwood Utility Authority Enterprise Revenue Bonds, 2008 Series A (the "2008
Bonds ") and all of the outstanding Lynwood Utility Authority Enterprise Refunding Revenue
Bonds, 2009 Series A (the "2009 Bonds" and together with the 2008 Bonds, the "Prior Bonds "),
(b) finance certain improvements to the water system and the sewer system of the City Lynwood
(together, such systems the "Enterprise "), (c) [fund a reserve fund for the Bonds][purchase a
municipal bond debt service reserve insurance policy for the Bonds], and (d) pay certain costs of
issuing the Bonds.
Section 3. Offering.
It shall be a condition to the Authority's obligations to execute and deliver the Bonds to
the Underwriter and to the Underwriter's obligations to purchase, to accept delivery of and to
pay for the Bonds that the entire $ aggregate principal amount of the Bonds shall be
so executed and delivered by the Authority and purchased, accepted and paid for by the
Underwriter at the Closing. The Underwriter agree to make a public offering of all of the Bonds
at prices not in excess of the initial public offering prices or at yields less than the yields set forth
on the inside cover page of the Official Statement and on Schedule I hereto.
Section 4. Official Statement. Delivery of other Documents.
The Authority shall deliver to the Underwriter, within seven business days of the
date hereof and in any event, at least one business day prior to the Closing, the Official
Statement, in the designated electronic format to comply with the rules of the Municipal
Securities Rulemaking Board (the "MSRB ") and subsection (b)(4) of Rule 15c2 -12.
Section 5. Use of Documents.
(a) The Authority authorizes the use by the Underwriter of the Bond
Resolution, the Official Statement (including any supplements or amendments thereto and
including in electronic format), and the information therein contained, in connection with the
public offering and sale of the Bonds. The Authority also confirms its consent to the use by the
K
Underwriter, prior to the date hereof, of the Preliminary Official Statement (including in
electronic format) in connection with the public offering of the Bonds.
(b) At the time of or prior to Closing, the Underwriter shall deliver the
Official Statement, and any supplement or amendment thereto, to the MSRB.
Section 6. Representations and Agreements of the Authority.
The Authority hereby represents as of the date hereof and agrees as follows:
(a) The Authority is a joint exercise of powers, created and existing under the
laws of the State of California and pursuant to a Joint Exercise of Powers Agreement, dated as of
September 1, 2003, by and between the City and the Lynwood Redevelopment Agency.
(b) The Authority has the power under the Act to (i) perform its obligations
under the Indenture; (ii) execute, deliver and perform its obligations under this Contract of
Purchase, the escrow agreement relating to the 2008 Bonds, dated the Closing Date (the "2008
Escrow Agreement "), by and between the Authority and The Bank of New York Mellon Trust
Company, N.A., as escrow bank (the "Escrow Bank"), the escrow agreement relating to the 2009
Bonds, dated the Closing Date (the "2009 Escrow Agreement" and together with the 2008
Escrow Agreement, the "Escrow Agreements "), by and between the Authority and the Escrow
Bank and the Continuing Disclosure Certificate relating to the Bonds, in substantially the form
attached to the Official Statement, to be dated the date of delivery of the Bonds (the "Continuing
Disclosure Certificate" and together with the Indenture, the Escrow Agreements and this
Contract of Purchase, the "Authority Documents "); and (iii) to execute and deliver the Bonds to
the Underwriter as provided herein.
(c) The Board has the power under the Act to adopt the Resolution.
(d) By all necessary Board action (i) the Resolution has been duly adopted by
the Board; (ii) the Board has duly approved the Preliminary Official Statement and the Official
Statement; (iii) the Board has duly authorized and approved the execution and delivery of, and
the performance by the Authority of its obligations contained in the Authority Documents; and
(iv) the Board has duly approved the execution of all certificates and other instruments necessary
to effectuate the execution and delivery of the Bonds, and the performance of such ministerial
acts that are necessary in order to carry out the authority conferred by the Authority Resolutions
or to evidence said authority and its exercise. In connection with the issuance of the Bonds, the
Authority has complied in all material respects, (i) with the laws of the State of California and of
the United States and (ii) with its obligations on its part contained in the Resolution and the
Authority Documents (required to have been performed as of the date hereof).
(e) The Bonds, the Indenture, the Resolution and the Continuing Disclosure
Certificate conform in all material respects to the descriptions thereof contained in the
Preliminary Official Statement (other than the information permitted to be omitted therefrom by
Rule 15c2 -12) and the Official Statement and the proceeds of the sale of the Bonds will be
applied generally as described in the Preliminary Official Statement and the Official Statement.
(f) This Contract of Purchase has been duly executed by the Authority and
constitutes a legal, valid and binding obligation of the Authority, enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other
laws affecting creditors' rights generally and subject, as to enforceability, to the general
principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at
law), to the exercise of judicial discretion in appropriate cases and to the limitations on legal
remedies against municipal corporations in the State of California; and at or prior to the Closing,
the Resolution shall have been duly adopted by the Board and the Bonds and the Authority
Documents shall have been duly executed by the Authority, and shall be legal, valid and binding
obligations of the Authority, enforceable in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting
creditors' rights generally and subject, as to enforceability, to the general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at law), to the exercise
of judicial discretion in appropriate cases and to the limitations on legal remedies against
municipal corporations in the State of California.
(g) Between the date of this Contract of Purchase and the date of the Closing,
except as disclosed or otherwise contemplated by the Preliminary Official Statement (as of the
date hereof) and the Official Statement, the Authority will not, with respect to its [Water and
Wastewater System] (as defined in the Indenture), incur any material liabilities, direct or
contingent other than in the ordinary course of business, and, except as contemplated by the
Preliminary Official Statement (as of the date hereof) and the Official Statement, there shall not
have been any material adverse change in the condition, financial or physical, of the Enterprise
other than changes in the ordinary course of business.
(h) The Authority is not in breach of or default under any applicable existing
constitutional provision, law or administrative regulation of the State of California or the United
States binding on the Authority or any existing applicable judgment or court decree binding on
the Authority or any existing loan agreement, indenture, bond, note, resolution, agreement or
other instrument to which the Authority is a party which would materially adversely affect the
ability of the Authority to pay the principal and interest on the Bonds, and no event has occurred
and is continuing which, with the passage of time or the giving of notice or both, would
constitute such an event of default which would have such effect under any such instrument; and
the adoption of the Resolution and the execution and delivery of the Authority Documents and
the performance by the Authority of its obligations under the Resolution and the Authority
Documents will not conflict with or constitute a breach of or default under any existing
constitutional provision, law or administrative regulation of the State of California or the United
States binding on the Authority or any existing applicable judgment or court decree binding on
the Authority, or any existing loan agreement, indenture, bond, note, resolution, agreement or
other instrument to which the Authority is a party, which conflict, breach or default would
materially adversely affect the ability of the Authority to pay the principal and interest on the
Bonds.
(i) Except as disclosed in the Preliminary Official Statement (as of the date
hereof) or the Official Statement, there is no action, suit or proceeding, at law or in equity, before
or by any court, pending against the Authority (service of process against the Authority having
been made) or, to the knowledge of the officer of the Authority executing this Contract of
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Purchase, overtly threatened in writing (i) in any way questioning the existence of the Authority
or the titles of the Designated Officers (as defined in the Contract of Purchase Resolution) to
their respective offices; (ii) seeking to prohibit, restrain or enjoin the adoption of the Resolution,
the execution or delivery of the Bonds, or application of the proceeds of sale of the Bonds, or in
any way contesting the validity of the Resolution, the Bonds, the Authority Documents, or the
tax- exempt status of interest due with respect to the Bonds or any authority for the execution and
delivery of the Bonds, or the execution and delivery by the Authority of the Authority
Documents; or (iii) 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 necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.
0) Except as disclosed in the Preliminary Official Statement (as of the date
hereof) and the Official Statement, there is no action, suit or proceeding, at law or in equity,
before or by any court, pending against the Authority (service of process against the Authority
having been made) or, to the knowledge of the officer of the Authority executing this Contract of
Purchase, overtly threatened in writing, which would result in any material adverse change to the
financial condition of the Revenue Fund.
(k) The Authority will furnish such information, execute such instruments and
take such other action not inconsistent with law in cooperation with the Underwriter as necessary
(i) 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 and (ii) to determine the eligibility of the Bonds for investment under the laws of such
states and other jurisdictions, and will use its commercially reasonable efforts to continue such
qualifications in effect so long as required for the distribution of the Bonds; provided, however,
that the Authority shall not be required to execute a general or special consent to service of
process or qualify to do business in connection with any such qualification or determination in
any jurisdiction.
(1) All approvals, consents and orders of any California or United States
governmental authority having jurisdiction of the matter which are required for the due
authorization of, which would constitute a condition precedent to, or the absence of which would
materially adversely affect the due performance by the Authority of its obligations in connection
with the execution, sale and delivery of the Bonds under this Contract of Purchase have been
obtained, except for such approvals, consents and orders as may be required under the Blue Sky
or securities laws of any state in connection with the offering and sale of the Bonds; and, except
as disclosed in the Preliminary Official Statement (as of the date hereof) and the Official
Statement, all approvals, consents and orders of any California or United States governmental
authority having jurisdiction of the matter which are required for the due authorization of, which
would constitute a condition precedent to, or the absence of which would materially adversely
affect the due performance by the Authority of its obligations under the Resolution or the
Authority Documents have been obtained.
(m) The financial statements of the Enterprise as of June 30, 2015 fairly
represent in all material respects the receipts, expenditures, assets, liabilities and cash balances of
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such amounts and, insofar as presented, other funds of the Enterprise as of the dates and for the
periods therein set forth. Except as disclosed in the Preliminary Official Statement (as of the
date hereof) and the Official Statement or otherwise disclosed in writing to the Underwriter,
there has not been any materially adverse change in the financial condition of the Enterprise or in
its operations since June 30, 2015.
(n) The Preliminary Official Statement (except with respect to DTC and the
book -entry system and the Insurer and the Insurance Policy) did not on the date thereof, and does
not on the date hereof, contain any untrue statement of a material fact or omit to state a material
fact (other than information permitted to be omitted pursuant to Rule 15c2 -12) necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading.
(o) At the time of the Authority's acceptance hereof, the Official Statement
does not, and at the Closing will not, contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, except that no representation is made with respect
to the information in the Official Statement relating to DTC and the book -entry system and the
Insurer and the Insurance Policy.
(p) If the Official Statement is supplemented or amended pursuant to
subsection (q) of this Section 6, the Authority agrees that, at the time of each supplement or
amendment thereto and (unless subsequently again supplemented or amended pursuant to such
paragraph) at all times during the period from the date of this Contract of Purchase to and
including the date which is 25 days after the end of the underwriting period (as determined in
accordance with Section 16 hereof), the Official Statement, as so supplemented or amended, will
not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not
misleading, except that the Authority shall have no responsibility with respect to the information
in the Official Statement relating to DTC and the book -entry system and the Insurer and the
Insurance Policy.
(q) If between the date of this Contract of Purchase and that date which is 25
days after the end of the underwriting period (as determined in accordance with Section 16
hereof) any event shall occur that would cause the Official Statement, as then supplemented or
amended, to contain any untrue statement of a material fact or to omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading, the Authority shall notify the Underwriter in writing in accordance with
Section 11 hereof and electronically (by e -mail sent to michael.mejia @ramirezco.com) of any
such event of which it has knowledge and, if in the reasonable opinion of the Underwriter such
event requires the preparation and publication of a supplement or amendment to the Official
Statement, the Authority shall prepare and furnish to the Underwriter (i) in the electronic format
designated by the MSRB a supplement or amendment to the Official Statement in form and
substance reasonably acceptable to the Underwriter and (ii) if such notification shall be
subsequent to the Closing, such legal opinions, certificates, instruments and other documents as
the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such
supplement or amendment to the Official Statement.
on
(r) Except as disclosed in the Official Statement, the Authority has not failed
to comply in all material respects with any previous undertaking with regard to Rule 15c2 -12 to
provide annual reports or notices of enumerated events during the last five calendar years.
Section 7. Closing.
At 8:30 a.m., Los Angeles time, on , 2016, or at such other time or on such later
date as shall have been mutually agreed upon by the Authority and the Underwriter, the
Authority shall deliver to DTC in New York, New York, on behalf of the Underwriter, the
Bonds, in definitive form duly executed by the Authority and authenticated by the Fiscal Agent,
and the Underwriter shall accept such delivery to DTC and shall pay the purchase price of the
Bonds as set forth in Section 1(a) hereof by delivering federal or other immediately available
funds in the amount of such purchase price to the Authority. The Authority shall deliver to the
Underwriter the other documents hereinafter mentioned at the offices of Nossaman LLP in
Irvine, California or such other place as shall have been mutually agreed upon by the Authority
and the Underwriter. Such payment and delivery is herein called the "Closing."
The Bonds shall be prepared in fully registered form without coupons, in authorized
denominations, shall bear CUSIP numbers and shall be registered in the name of "Cede & Co.,"
as nominee of DTC; there shall be one (1) typewritten bond for each maturity of the Bonds (and,
if Bonds of the same maturity bear interest at different rates, for each Bond of such maturity
bearing interest at a different rate) and the Bonds shall be made available for inspection by the
Underwriter at least one business day prior to the Closing.
Section 8. Closing Conditions.
The Underwriter has entered into this Contract of Purchase in reliance upon the
representations of the Authority contained herein and the performance by the Authority of its
respective obligations hereunder both as of the date hereof and as of the time of the Closing. The
Underwriter's obligations under this Contract of Purchase shall be conditioned upon the
performance by the Authority of its obligations to be performed hereunder and under the other
documents and instruments delivered in connection with the execution and delivery of the Bonds
and shall also be subject to the following further conditions:
(a) The representations of the Authority contained herein shall be true,
complete and correct in all material respects on the date hereof and true, complete and correct in
all material respects on the date of the Closing.
(b) At the time of the Closing (i) the Resolution shall be in full force and
effect, and (ii) the Authority shall perform or have performed its obligations under this Contract
of Purchase and the Resolution, as applicable, which are required to be performed at or prior to
the Closing.
(c) At or prior to the Closing, the Underwriter shall receive the following
documents:
(1) The Official Statement and each supplement or amendment, if any,
thereto, executed on behalf of the Authority by the Executive Director or the
Secretary of the Authority;
(2) A certified copy of the Resolution and an executed copy of the
Indenture, Continuing Disclosure Certificate, the Escrow Agreements, and a tax
certificate, in form and substance reasonably satisfactory to Bond Counsel, the
Underwriter and the Authority, executed on behalf of the Authority by the
Executive Director or the Secretary of the Authority;
(3) The opinion of Nossaman LLP, Bond Counsel, dated the date of
the Closing addressed to the Underwriter, in form and substance to the effect that:
(a) The statements and information contained in the Official
Statement under the captions "INTRODUCTION —The Bonds" and "— Security
for the Bonds," "THE BONDS," "SECURITY FOR THE BONDS," "TAX
MATTERS" and "APPENDIX A — Summary of the Indenture," to the extent they
purport to summarize information concerning the Bonds and certain provisions of
the Indenture and the opinion of such counsel, present a fair and accurate
summary of such information and such provisions;
(b) The Bonds are exempt from registration under Section
3(a)(2) of the Securities Act of 1933, as amended (the "1933 Act "), and the
Indenture is exempt from qualification as an Indenture pursuant to the Trust
Indenture Act of 1939, as amended; and
(c) The Contract of Purchase has been duly authorized,
executed and delivered by the Authority, and, assuming due authorization,
execution and delivery by the other parties thereto, constitutes legal, valid and
binding agreement of the Authority enforceable against the Authority in
accordance with its terms, except as the enforcement thereof may be limited by
bankruptcy, insolvency or other laws affecting the enforcement of creditors'
rights generally and equitable remedies if equitable remedies are sought, and
except no opinion need be expressed as to the enforceability of the
indemnification, waiver, choice of law or contributions provisions contained in
the Contract of Purchase.
(4) An opinion or opinions, dated the Closing Date and addressed to
the Authority, the Underwriter and the Escrow Bank, of Bond Counsel, to the
effect that the Prior Bonds have been defeased and are no longer deemed
outstanding;
(5) The opinion of Nossaman LLP, Disclosure Counsel, dated the date
of the Closing and addressed to the Authority and the Underwriter, in form and
substance to the effect that based on our participation in such conferences, and in
reliance thereon and on the certificates, opinions and other documents we have
reviewed, we advise you as of matter of fact but not opinion that no information
0
has come to our attention which would cause us to believe that the Official
Statement, as of its date (except for any CUSIP numbers, financial, accounting,
economic, demographic or statistical data or forecasts, numbers, charts, tables,
graphs, estimates, projections, assumptions or expressions of opinion contained in
the Official Statement, the Appendices to the Official Statement or any
information relating to the Insurer, the Insurance Policy, The Depository Trust
Company or the book -entry system, litigation, ratings, or rating agencies included
in the Official Statement, and the District's compliance with its obligations to
provide notice of the events described in part (b)(5)(i)(C) of Rule 15c2 -12
promulgated under the Securities Act of 1934 ( "Rule 15c2 -12 ") or to file annual
reports described in part (b)(5)(i)(A) of Rule 15c2 -12, review of which matters we
understand has been undertaken by the Underwriter, as to which we express no
opinion) contains any untrue statement of a material fact or omits to state any
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;
(6) An opinion of counsel to the Authority, dated the date of the
Closing and addressed to the Underwriter, to the effect that:
(a) the Authority is a joint exercise of powers authority duly
organized and existing under the laws of the State of California and has the full
legal right, power and authority to adopt the Resolution;
(b) the Resolution has been duly adopted by the Board and is in
full force and effect on the Closing Date and has not been amended, modified or
revised.
(c) except as described in the Official Statement, there is no action,
suit, proceeding or investigation at law or in equity before or by any court, public
agency or body pending with respect to which the Authority has been served with
process or, to the best of such counsel's knowledge, threatened against or
affecting the Authority in which an unfavorable decision, ruling or finding would
adversely affect the Authority's participation in or consummation of the
transactions contemplated by the Official Statement, the Bonds, the Indenture or
this Contract of Purchase, or in any way contesting the existence of the Authority
or the powers of the Authority with respect thereto, or the ability of the Authority
to collect or receive the revenues that are the source of the payment of the Bonds
or to apply such revenues to the payment of the Bonds;
(d) the Authority Documents and the Official Statement have been
duly executed and delivered by the Authority, and the Authority Documents,
assuming the due authorization, execution and delivery thereof by the other
parties thereto, each constitute the legal, valid and binding obligations of the
Authority, enforceable against the Authority in accordance with their respective
terms, except as such enforcement may be limited by applicable bankruptcy,
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insolvency, reorganization, moratorium, or similar laws relating to or limiting
creditors' rights generally, or by the availability of equitable remedies;
(e) no consent, approval, permit, authorization, order, filing,
registration, qualification, election or referendum of or by any person,
organization, court, regulatory body, administrative agency or other governmental
agency or public body whatsoever is required to be filed, made or obtained by the
Authority (except such as have been filed, made or obtained and as are in full
force and effect) in connection with the execution, delivery or sale of the Bonds
or the valid execution and delivery by the Authority and the observance and
performance of its obligations under, the Authority Documents, except that no
opinion need be given relating to any federal or state securities or tax laws;
(f) to the actual knowledge of such counsel, the execution and
delivery of the Authority Documents by the Authority do not, and compliance
with the terms thereof by the Authority will not, result in a material breach of any
of the terms or provisions of, or constitute a material violation of or default under,
any resolution, indenture, mortgage, deed of trust or other agreement or
instrument to which the Authority is now a party or by which it or any of its
properties is now bound, or any judgment, order, rule or regulation applicable to
the Authority of any court or of any regulatory body or administrative agency or
other governmental body having jurisdiction over the Authority or over any of its
properties, or the Constitution of the State of California or any statute, ordinance
or resolution of any jurisdiction applicable to the Authority, which would be
material in the context of the execution and delivery of the Bonds; and
(g) without having undertaken to determine independently the
accuracy or completeness of the statements therein, nothing has come to his
attention which would lead the counsel to the Authority to believe that the
information contained in the Official Statement relating to the Authority or the
City is inaccurate;
(7) The opinion of Dannis Woliver Kelley, counsel to the Underwriter,
dated the date of the Closing and addressed to the Underwriter, to the effect that:
(i) the Bonds are not subject to the registration requirements of the Securities Act
of 1933, as amended, and the Indenture is exempt from qualification under the
Trust Indenture Act of 1939, as amended; (ii) the Continuing Disclosure
Certificate complies with the requirements of Rule 15c2 -12; and (iii) in their
capacity as counsel to the Underwriter in connection with the purchase by the
Underwriter of the Bonds, without having undertaken to determine independently,
and without assuming any responsibility for, the accuracy, completeness or
fairness of any of the statements contained in the Preliminary Official Statement
or the Official Statement nor making any representation regarding independent
verification of the accuracy, completeness or fairness of any of the statements
contained in the Preliminary Official Statement or the Official Statement, such
counsel advises that no information has come to the attention of the attorneys in
the firm representing the Underwriter in connection with their purchase of the
10
Bonds which would lead them to believe that (A) the Preliminary Official
Statement (except for information relating to any financial, statistical or economic
data or forecasts, numbers, charts, tables, graphs, estimates, projections,
assumptions or expressions of opinion, any of the Appendices to the Preliminary
Official Statement, or any information about book -entry or DTC, included
therein, or as to the information contained in the Preliminary Official Statement
under the caption "TAX MATTERS," or as to any information permitted to be
omitted from the Preliminary Official Statement by Rule 15c2 -12, as to all of
which no opinion or view need be expressed) as of its date or the date of the
Contract of Purchase contained any untrue statement of a material fact or omitted
to state any material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or (B) the
Official Statement (except for information relating to any financial, statistical or
economic data or forecasts, numbers, charts, tables, graphs, estimates, projections,
assumptions or expressions of opinion, any of the Appendices to the Official
Statement, or any information about book -entry or DTC, included therein, or as to
the information contained in the Official Statement under the caption "TAX
MATTERS," as to all of which no opinion or view need be expressed) as of its
date contained, or as of the time of the Closing, contains, any untrue statement of
a material fact or omitted or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made,
not misleading;
(8) A certificate of the Chair or Vice Chair of the Board, the Executive
Director or the Secretary of the Authority, dated the date of the Closing, to the
effect that each of the representations set forth in Section 6 of this Contract of
Purchase is true, accurate and complete in all material respects as of the Closing
and each of the agreements of the Authority, as set forth in this Contract of
Purchase to be complied with at or prior to the Closing, has been complied with in
all material respects;
(9) a certificate dated the Closing Date and signed by an authorized
officer of the Trustee, in form and substance satisfactory to the Underwriter to the
effect that:
(a) the Trustee is a national banking association duly organized and
existing under the laws of the United States of America authorized to carry out
corporate trust powers and has all necessary power and authority to enter into and
is qualified to perform its duties under the Indenture;
(b) the representations and agreements of the Trustee in the
Indenture are true and correct in all material respects as of the Closing Date;
(c) the Bonds have been validly authenticated and delivered in
accordance with the Indenture;
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(d) the Indenture is valid and binding on the Trustee which has
accepted all trusts and duties thereunder; and
(e) the execution and delivery of the Indenture, and compliance by
the Trustee with the provisions thereof, does not and will not in any material
respect conflict with or constitute on the part of the Trustee a breach of or default
under any agreement or other instrument to which the Trustee is a party or by
which it is bound or any existing law, regulation, court order or consent decree to
which the Trustee is subject;
(10) an opinion of counsel to the Trustee, dated the Closing Date, to the
effect that:
(a) the Trustee has been duly organized and is validly existing in
good standing as a national banking association duly organized and existing under
and by virtue of the laws of the United States of America with the full corporate
power to undertake the trust of the Indenture;
(b) the Trustee has duly authorized, executed and delivered the
Indenture, and by all proper corporate action has authorized the acceptance of the
trusts of the Indenture;
(c) assuming the due authorization, execution and delivery by the
Authority, the Indenture constitutes the valid and binding agreement of the
Trustee, enforceable against the Trustee in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting creditors' rights generally and by
the principles of equity if equitable remedies are sought; and
(d) no authorization, approval, consent or order of any
governmental entity or, to the best of such counsel's knowledge, of any other
person, association or corporation is required for the valid authorization,
execution and delivery of the Indenture by the Trustee or the authentication and
delivery of the Bonds;
(11) a certificate dated the Closing Date and signed by an authorized
officer of the Escrow Bank, in form and substance satisfactory to the Underwriter,
to the effect that:
(a) the Escrow Bank is a national banking association duly
organized and existing under the laws of the United States of America authorized
to carry out corporate trust powers and has all necessary power and authority to
enter into and is qualified to perform its duties under the Escrow Agreements;
(b) the representations and agreements of the Escrow bank in the
Escrow Agreements are true and correct in all material respects as of the Closing
Date;
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(c) the Escrow Agreements are valid and binding on the Escrow
Bank which has accepted all trusts and duties thereunder; and
(d) the execution and delivery of the Escrow Agreements, and
compliance by the Escrow Bank with the provisions thereof, does not and will not
in any material respect conflict with or constitute on the part of the Escrow Bank
a breach of or default under any agreement or other instrument to which the
Escrow Bank is a party or by which it is bound or any existing law, regulation,
court order or consent decree to which the Escrow Bank is subject;
(12) Evidence reasonably satisfactory to the Underwriter that, as of the
date of the Closing, the Bonds are rated as set forth in the Official Statement;
(13) a specimen of the Insurance Policy;
(14) an opinion of counsel to the Insurer, in form satisfactory to the
Underwriter;
(15) a certificate of the Insurer to the effect that the information in the
Official Statement regarding the Insurer and the Insurance Policy is accurate;
(16) A transcript of all proceedings of the Authority relating to the
transactions contemplated hereunder; and
(17) Such additional legal opinions, certificates, instruments and other
documents as the Underwriter, Bond Counsel may reasonably deem necessary to
evidence the due execution and delivery of the Bonds, the truth and accuracy as of
the time of the Closing of the Authority's representations contained in Section 6
hereof and performance, in all material respects, by the Authority at or prior to the
time of the Closing of all agreements then to be performed and all conditions then
to be satisfied by the Authority pursuant to the Resolution and this Contract of
Purchase.
The opinions and certificates and other material referred to above shall be in form and
substance reasonably satisfactory to the Underwriter.
Section 9. Termination.
The Underwriter shall have the right to terminate the Underwriter's obligations under this
Contract of Purchase to purchase, to accept delivery of and to pay for the Bonds by notifying the
Authority of the Underwriter's election to do so if, after the execution hereof and prior to the
Closing:
(a) the marketability of the Bonds or the market price thereof, in the
reasonable opinion of the Underwriter (after consultation with the Authority), has been
materially adversely affected by (i) an amendment to the Constitution of the United States,
(ii) any legislation enacted or approved, except as disclosed in the Preliminary Official Statement
(as of the date hereof) or the Official Statement, by (A) the Congress of the United States,
13
(B) either House of the Congress, (C) the Committee on Finance in the United States Senate,
(D) the Committee on Ways and Means of the United States House of Representatives, or (E) a
Conference Committee of the Congress, which would have a material adverse effect on the
exclusion of interest on the Bonds from gross income for federal income tax purposes or the
applicability of any alternative minimum tax to interest on the Bonds, (iii) any decision of any
court of the United States or by any ruling or regulation (final, temporary or proposed) on behalf
of the Treasury Authority of the United States or the Internal Revenue Service affecting the
income received by any holder of obligations of the same type and character as the Bonds shall
be declared under any federal income tax law not to be excludable from gross income or to be
subject to alternative minimum tax (in each case either at the time of the declaration or at any
future date), (iv) an outbreak or escalation of hostilities involving the United States or a national
or international calamity or crisis, or the declaration by the United States of a national emergency
or war, (v) the declaration of a general banking moratorium by any authority of the United
States, the State of New York or the State of California having jurisdiction or a material
disruption in commercial banking or securities settlement or clearance services, or (vi) any
downgrading or withdrawal of any long term underlying rating on the Bonds issued by the
Authority, provided that neither a change in outlook nor placement on a "watch" list with respect
to a rating shall constitute a downgrade for purposes hereof.
(b) a general suspension of trading (other than pursuant to New York Stock
Exchange Rule 80B) shall have occurred, minimum or maximum prices for trading shall have
been fixed and be in force or maximum ranges or prices for securities shall have been required
and be in force on the New York Stock Exchange whether by virtue of a determination by the
New York Stock Exchange or by order of the Securities and Exchange Commission or any other
governmental authority having jurisdiction.
(c) an event described in subsection (q) of Section 6 shall have occurred
which in the reasonable opinion of the Underwriter (after consultation with the Authority)
requires the preparation and publication of a supplement or amendment to the Official Statement.
(d) a stop order, ruling or regulation by the Securities and Exchange
Commission shall hereafter be issued or made, the reasonable effect of which is that the
issuance, offering or sale of the Bonds, as contemplated herein or in the Official Statement is in
violation of any provisions of the Securities Act of 1933, as amended and as then in effect, the
Securities Exchange Act of 1934, as amended and as then in effect, the Trust Indenture Act of
1939, as amended and as then in effect, or any rule or regulation promulgated under any such
Acts.
(e) the New York Stock Exchange or other national securities exchange, or
any governmental authority, shall have imposed additional material restrictions not in force as of
the date hereof upon trading in securities generally.
If the Authority shall be unable to satisfy the conditions to the Underwriter's obligations
to purchase the Bonds contained in this Contract of Purchase, or if the Underwriter's obligations
to purchase the Bonds hereunder shall be terminated for any reason permitted hereunder, this
Contract of Purchase shall terminate and neither the Authority nor any of the Underwriter shall
14
have any further obligations hereunder nor any liability to any other party with respect to such
termination.
Section 10. Expenses.
(a) Unless the Underwriter default upon their obligations hereunder, the
Authority shall, except as set forth in subsection (b) hereof, pay any expenses incident to the
performance of the Authority's obligations hereunder, including but not limited to the following:
(i) the cost of the preparation, printing and delivery of the Bonds; (ii) the fees for bond ratings
and costs of obtaining the Insurance Policy; (iii) the cost of posting, printing and distribution of
the Preliminary Official Statement and the Official Statement; (iv) the fees and disbursements of
Bond Counsel; (v) the fees and disbursements of Disclosure Counsel; (vi) the fees and
disbursements of any other engineers, accountants, attorneys and other experts or consultants or
advisors retained by the Authority; and (vii) any other costs and disbursements incurred by the
Authority in connection with the transaction. Meals and transportation in connection with or
adjacent to meetings, rating agency presentations, pricing activities or other transaction related
activities advanced by the Underwriter shall be considered an expense of the transaction and
included in the expense component of the Underwriter's discount. The Authority acknowledges
that it has had the opportunity, in consultation with such advisors as it may deem appropriate, if
any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the
Bonds.
(b) The Underwriter shall pay their own expenses including but not limited to
the fees and disbursements of any attorneys retained by the Underwriter, including fees incurred
in connection with the execution, delivery and enforcement of the obligations of the Authority
pursuant to this Contract of Purchase (other than as described in clause (a)(vii) above), the cost
of qualifying the Bonds for sale in various states chosen by the Underwriter and any fees of the
California Debt and Investment Advisory Commission. Such expenses may, with the consent of
the Authority, be included in the expense component of the Underwriter's discount.
Section 11. Notices.
Any notice or other communication to be given to the Authority under this Contract of
Purchase (other than the acceptance hereof as specified in the first paragraph hereof) may be
given by giving the same in writing to the Authority, 11330 Bullis Road, Lynwood, California
90262, Attention: Executive Director; and any notice or other communication to be given to the
Underwriter under this Contract of Purchase may be given by delivering the same in writing to
Samuel A. Ramirez & Company, Inc., 61 Broadway, Suite 2924, New York, New York 10006,
Attention: Underwriting Department.
Section 12. Governing Law.
This Contract of Purchase shall be governed by the laws of the State of California.
Section 13. Parties in Interest.
This Contract of Purchase when executed by the Authority shall constitute the entire
agreement between the Authority and the Underwriter and is made solely for the benefit of the
15
Authority and the Underwriter (including the successors or permitted assigns of any of the
Underwriter but does not include any purchasers of the Bonds from the Underwriter). No other
person shall acquire or have any right hereunder or by virtue hereof. All of the representations
(as of the date such representations were made) of the Authority contained in this Contract of
Purchase shall remain operative and in full force and effect regardless of any investigation made
by or on behalf of any of the Underwriter. This Contract of Purchase may not be assigned by
any party without the written consent of the other party.
Section 14. Effective Date.
This Contract of Purchase shall be effective upon the execution hereof by the
Underwriter on behalf of the Underwriter and the Authority.
Section 15. Headings.
The headings of the sections of this Contract of Purchase are inserted for convenience
only and shall not be deemed to be a part hereof.
Section 16. End of Underwriting Period.
The term "end of the underwriting period" referred to in Sections 6(p) and (q) of this
Contract of Purchase shall mean the later of such time as (i) the Authority delivers the Bonds to
the Underwriter or (ii) the Underwriter do not retain an unsold balance of the Bonds for sale to
the public. Unless the Underwriter gives notice to the contrary, the end of the underwriting
period shall be deemed to be the date of the Closing. Any notice delivered pursuant to this
Section 16 shall be delivered in writing to the Authority at or prior to the date of the Closing, and
shall specify a date, other than the date of the Closing (or such other date specified by notice
delivered pursuant to this Section 16), to be deemed the end of the underwriting period. In no
event shall the "end of the underwriting period" extend beyond the date sixty (60) days from the
Closing.
Section 17. Representation by Counsel.
Each party hereto represents and acknowledges that it has been represented by competent
counsel in connection with the negotiation and execution of this Contract of Purchase, and has
been fully advised by said counsel with respect to its rights and obligations hereunder.
Section 18. Role of Underwriter.
The Authority acknowledges and agrees that the Underwriter is acting solely as
underwriter in connection with the matters contemplated by this Contract of Purchase, and in all
communications between the Underwriter and the Authority and its advisors in connection with
the matters contemplated by this Contract of Purchase, the Underwriter has been serving in its
capacity as underwriter. In connection with such matters, the Authority has consulted its own
financial advisors to the extent it deems appropriate.
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Section 19. Counterparts.
This Contract of Purchase 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.
Agreed and Accepted:
This day of , 2016
LYNWOOD UTILITY AUTHORITY
Authorized Representative
Very truly yours,
SAMUEL A. RAMIREZ & COMPANY, INC.
Authorized Representative
S -1
SCHEDULEI
2016 SERIES A BONDS
MATURITY
DATE PRINCIPAL INTEREST YIELD PRICE
(JUNE 1) AMOUNT ($) RATE ( %) (%) (%)
Priced to par call on June 1, 20_
C