HomeMy Public PortalAboutAB 03-90 Attachment C
June 26, 2003
Honorable Mayor and City Council
City of McCall
216 East Park Street
McCall, Idaho 83638
Re: City of McCall, Valley County, Idaho
$___________ Water Revenue Refunding
Bonds, Series 2003
Ladies and Gentlemen:
Seattle-Northwest Securities Corporation (the “Purchaser”) offers to purchase from the City of McCall, Valley County, Idaho (the “Seller”)
all the above-described bonds (the “Bonds”). This offer is made in express reliance upon the terms and conditions contained herein, and in express reliance upon the covenants, representations
and warranties of the Seller set forth below. Exhibit A, which is incorporated into this Purchase Agreement (the “Purchase Agreement”) by this reference, contains a brief summary of
the terms of the Bonds, including principal amount, maturity, interest rate, purchase price, and the proposed date and place of delivery and payment (the “Closing”). Other provisions
of this agreement are as follows:
Documents
Ordinance. As of the date hereof, the Seller has adopted an ordinance (the “Ordinance”) authorizing (a) the issuance, sale, execution and
delivery of the Bonds and (b) the execution of this Purchase Agreement. The Seller has adopted or taken such other actions, including but not limited to the adoption of financial reports
and budgets as required by Idaho Code, Title 50, as are, or may be, necessary to validly authorize the issuance, sale, execution and delivery of the Bonds and the use of amounts received
therefrom for the purposes for which the Bonds are being issued.
The Seller agrees to provide a copy of its Ordinance adopted with respect to the authorization, issuance, sale and delivery
of its Bonds to the Purchaser at Closing.
Official Statement. The Seller approved a Preliminary Official Statement dated June __, 2003 (the “Preliminary Official Statement”). The
Seller shall also authorize and execute a Final Official Statement (the “Final Official Statement”) in substantially the form of the Preliminary Official Statement with such changes
as are required to make the document comply with applicable requirements of law regarding materiality and disclosure.
Escrow Deposit Agreement. The Seller agrees to approve an Escrow
Deposit Agreement, which is acceptable to the Seller, at Closing.
The Ordinance, Escrow Deposit Agreement and any other documents necessary to issue and sell the Bonds are collectively
referred to herein as the “Documents”. The Purchaser is authorized by the Seller to use the Documents and the information contained in them in connection with the public offering of
the Bonds.
Representations, Warranties and Covenants
The Seller represents, warrants and covenants to the Purchaser that:
It has adopted the Ordinance and performed all acts necessary to authorize,
issue, sell and deliver the Bonds to the Purchaser and to authorize the execution and delivery of and the performance of its obligations under the Documents;
To the knowledge and belief
of the authorized officer of the Seller, after due review, this Purchase Agreement, the Bonds and the Documents do not and will not conflict with or constitute or create a breach or
default under any applicable existing law, regulation, order or agreement to which the Seller is subject;
It has at the time of executing this Purchase Agreement and will have at the
time of the Closing the due and valid power and authority to enter into and perform its obligations under this Purchase Agreement, the Bonds and the Documents;
No governmental approvals
or authorizations which have not been obtained, prior to the time of Closing, are necessary in connection with authorization, execution, sale and delivery of the Bonds to the Purchaser
or the execution, delivery and performance of its obligations under the Documents;
The Purchaser is authorized by the Seller to use the Documents and the information contained in them
in connection with the public offering of the Bonds;
To the knowledge and belief of the authorized officer of the Seller, after due review, the Preliminary Official Statement as of
its date of initial distribution did not, except for matters corrected prior to delivery of the Final Official Statement and matters directly relating to DTC, Financial Security Assurance
Inc. (the “Insurer”), the Purchaser and the Trustee, and as of the date hereof the Preliminary Official Statement does not and as of the date of Closing the Final Official Statement
will not contain any untrue statement of a material fact or omit any statement or information which is necessary to make the statements therein, in the light of the circumstances under
which made, not misleading;
The Seller has previously provided the Purchaser with a copy of its Preliminary Official Statement. As of its date, the Preliminary Official Statement,
as such Preliminary Official Statement may have been amended or supplemented prior to the date hereof, was “deemed final” by the Seller (except for matters directly relating to DTC,
the Insurer, the Purchaser and the Trustee), for purposes of Securities and Exchange Commission Rule 15c2-12(b)(1). The Purchaser was authorized to distribute and otherwise utilize
the Preliminary Official Statement in connection with the marketing of the Bonds as of its date;
The Seller agrees to cooperate with the Purchaser to permit the Purchaser to deliver
or cause to be delivered, within seven business days after the date of this Purchase Agreement and in sufficient time to accompany any confirmation that requests payment from any customer
of the Purchaser, copies of an Final Official Statement in sufficient quantity to comply with paragraph (b)(4) of the Securities and Exchange Commission Rule 15c2-12 and the rules of
the Municipal Securities Rulemaking Board. The Purchaser agrees to deliver two copies of the Final Official Statement to the MSRB and one copy of the Final Official Statement to each
of the nationally recognized municipal securities information repository on the business day
on which the Final Official Statement is available, and in any event no later than ten business days after the date hereof;
If, between the date of this Purchase Agreement and 90 days
after the “end of the underwriting period” (as defined in subparagraph (e)(2) of the Rule), any event occurs affecting the Seller, of which the Seller has knowledge and which might cause
the Final Official Statement to contain an untrue statement of a material fact or to omit a material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, the Seller will notify the Purchaser and provide to the Purchaser such information as the Purchaser reasonably
requests; and if, in the reasonable opinion of the Purchaser, such event requires an amendment or supplement to the Final Official Statement, the Seller will, at its expense, amend or
supplement the Final Official Statement in a form and manner approved by the Purchaser and provide a reasonable number of copies of such amendment or supplement to the Purchaser, provided,
however, such 90-day period shall be reduced to 25 days if the Final Official Statement has been deposited with a nationally recognized municipal securities information depository and
is available to any person upon request. For purposes of this paragraph, the term “end of the underwriting period” shall mean the date of Closing unless the Purchaser specifically notifies
the Seller in writing to the contrary;
The financial statements of the Seller contained in the Preliminary Official Statement fairly present the financial position and results of operations
as of the dates and for the periods therein set forth and the Seller has no reason to believe that such financial statements have not been prepared in accordance with generally accepted
accounting principles consistently applied;
The Seller agrees to enter into a written agreement or contract, constituting an undertaking (the “Undertaking”) to provide ongoing disclosure
about the Seller for the benefit of the owners of the Bonds on or before the date of the Closing as required by Section (b)(5)(i) of S.E.C. Rule 15c2-12 (the “Rule”), and in the form
of the Continuing Disclosure Certificate contained in the Preliminary Official Statement as Appendix E, with such additional information as is required for its completion, with such
changes as may be agreed to in writing by the Purchaser. The Seller failed to comply with its prior undertaking undertaking for the period ending September 30, 1998. The Seller subsequently
complied in July of 2000; and
As of the Closing Date, (a) this Purchase Agreement, the Bonds and the Undertaking will be legal, valid and binding obligations of the Seller, in full
force and effect and (b) the Ordinance shall not have been amended, modified or supplemented prior to the Closing Date and shall be in full force and effect.
Cancellation
The Purchaser
shall have the right to cancel its commitment to purchase the Bonds by notifying the Seller of its election to do so if, after the execution of this Purchase Agreement and prior to the
date of the Closing:
The United States shall have become engaged in hostilities or existing hostitilites shall have escalated or national emergency, or other national or international
calamity or other event shall have occurred or accelerated to such an extent as, in the reasonable opinion of the Purchaser, to have a materially adverse effect on the marketability
of the Bonds or their sale
by the Purchaser at the contemplated public offering prices as shown in Exhibit A attached hereto (the “contemplated public offering prices”) or the Purchaser’s ability to enforce contracts
for the sale of the Bonds; or
Material disruption in commercial banking or securities settlement or clearance services shall have occurred, which in the reasonable opinion of the Purchaser
would materially adversely affect the marketability of the Bonds or their sale by the Purchaser at the contemplated public offering prices or the Purchaser’s ability to enforce contracts
for the sale of the Bonds; or
A general banking moratorium shall have been declared by the United States, New York State or Idaho State authorities, which, in the reasonable opinion
of the Purchaser, would have a materially adverse effect on the marketability of the Bonds or their sale by the Purchaser at the contemplated public offering prices or the Purchaser’s
ability to enforce contracts for the sale of the Bonds; or
A decision by a court of the United States or the United States Tax Court shall be rendered or a ruling, or a regulation
(final, temporary, or proposed, or any press release or notice issued), by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental
agency shall be issued and in the case of any such regulation, published in the Federal Register, or legislation or proposed legislation shall have been introduced in, enacted by or
favorably reported to either the House of Representatives or the Senate of the United States, with respect to Federal taxation upon interest received on obligations of the type and character
of any of the Bonds which, in the reasonable judgment of the Purchaser, materially adversely affects the marketability of the Bonds or their sale by the Purchaser, at the contemplated
public offering prices; or
There shall have occurred a general suspension of trading on the New York Stock Exchange, which in the reasonable opinion of the Purchaser would materially
adversely affect the marketability of the Bonds or their sale by the Purchaser at the contemplated public offering prices or the Purchaser’s ability to enforce contracts for the sale
of the Bonds; or
Legislation shall hereafter be enacted, or actively considered for enactment, or a decision by a court of the United States shall hereafter be rendered, or a ruling
or regulation by the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall hereafter be made, the effect of which is or would
be that:
The Bonds are not exempt from the registration, qualification or similar requirements of the Securities Act of 1933, as amended and as then in effect (the “33 Act”) or distribution
of the Bonds is not exempt from the registration, qualification or other requirements of the 33 Act, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended
and then in effect; or
The Ordinance is not exempt from the registration, qualification or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or
The
transactions under or contemplated by this Purchase Agreement are subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”) or require any registration
under the Investment Company Act; or
g) There shall have been a material adverse change in the affairs of the Seller that, in the reasonable opinion of the Purchaser, could materially
and adversely affect the market for
the Bonds or the market price generally of Bonds of the general character of the Bonds or the ability of the Purchaser to enforce contracts for the purchase of the Bonds; or
Any litigation
shall be instituted or pending at Closing to restrain or enjoin the authorization, issuance, execution, sale or delivery of the Bonds, or in any way contesting or affecting any authority
for or the validity or enforceability of the Bonds, the Ordinance or any of the other Documents, any moneys or securities provided for the payment of the Bonds, or the existence or powers
of the Seller materially affecting the issuance of the Bonds or the use of amounts received from the sale of the Bonds for the purposes for which the Bonds are being issued; or
There
shall have been established any new restrictions on transactions in securities materially affecting the free market for securities or the extension of credit by, or the charge to the
net capital requirements of, underwriters, including without limitation, the fixing of minimum or maximum prices for trading or maximum ranges of prices, by any exchange, the Securities
and Exchange Commission, any other federal or state agency or the Congress of the United States, or by Executive Order, which in the reasonable opinion of the Purchaser would materially
adversely affect the marketability of the Bonds or their sale by the Purchaser at the contemplated public offering prices or the Purchaser’s ability to enforce contracts for the sale
of the Bonds; or
There shall exist any event that either (a) makes untrue or incorrect in any material respect any statement or information contained in the Official Statement or (b)
is not reflected in the Official Statement but should be reflected therein to make the statements and information contained therein under the circumstances in which made not misleading
in any material respect, and which, in the reasonable opinion of the Purchaser would materially adversely effect the marketability of the Bonds or their sale by the Purchaser at the
contemplated public offering prices or the Purchaser’s ability to enforce contracts for the sale of the Bonds; or
The withdrawal or downgrading of any rating of the Bonds, based upon
the insurance policy, by a national rating agency.
Conditions of Closing
The Purchaser’s obligations hereunder are subject to the following conditions. At or prior to the date of the
Closing, the Seller will deliver or make available to the Purchaser all of the following:
The Bonds, containing terms and conditions substantially similar to those set forth in Exhibit
A hereof, in definitive form and duly executed or in temporary form, which as providedshall be delivered to the Purchaser or which the Seller shall deliver or cause to be delivered to
the Purchaser, duly executed on its behalf and authenticated by the Trustee, to be held by the Trustee as agent for DTC, in New York;
A certificate from an authorized officer of the
Seller, in form and substance acceptable to the Seller and the Purchaser, stating that execution of the certificate shall constitute execution of the Final Official Statement by the
Seller, and further stating that the Preliminary Official Statement, as of its date, and the Final Official Statement (specifically excluding information describing The Depository Trust
Company, the Insurer, the Purchaser or the Trustee), as of the date of the Closing, to the knowledge and belief of such officer, after due review, did not, and does not contain any untrue
statement of a material fact or omit any statement or
information which is necessary to make the statements therein, in the light of the circumstances under which made, not misleading, and that the representations of the Seller contained
in this Purchase Agreement were true and correct when made and are true and correct. If the Final Official Statement is amended or supplemented as provided herein, the Seller shall
provide the Purchaser an updated certificate relating to the matters set forth immediately above relating to the amended or supplemented Final Official Statement;
The approving opinion
of Bond Counsel dated as of the Closing date;
The supplemental opinion of Bond Counsel dated as of the Closing date substantially in the form attached hereto as Exhibit B;
Assignment
to the Bonds of a rating of Aaa by Moody’s Investors Service based on the Seller’s purchase of a bond insurance policy issued by the Insurer and evidence of the Seller’s purchase of
such insurance including an opinion of counsel to the Insurer;
Evidence that the Seller has filed or will cause to be filed a Material Events Notice with the current nationally recognized
municipal securities information repositors or the Municipal Securities Rulemaking Board identifying the appropriate calls on the Seller’s refunded bonds as described in the Documents;
A
copy of the undertaking, referred to herein, in which the Seller has contractually obligated itself to provide annual reports and notices of certain events, as described in the Preliminary
Official Statement and Final Official Statement;
The verification report of Balukoff, Lindstrom & Co., P.A., Boise, Idaho, as verification agent (the “Verification Agent”), stating
that the acquired Government Obligations (as defined in the Escrow Agreement), interest thereon, and cash balance will be adequate to make all required payments detailed under the caption
“Refunding Plan” in the Final Official Statement, and supporting the conclusion of Bond Counsel that the Bonds are not “arbitrage bonds” under Section 148 of the Internal Revenue Code
of 1986, as amended;
A copy of completed Form 8038 with respect to the Bonds executed by the Seller.
The following documents executed by authorized officers of the Seller, together
with such other certificates, documents, representations or opinions of the Seller or other parties to this transaction as may be reasonably requested by the Purchaser or Bond Counsel:
A
certificate setting forth the facts, estimates and circumstances in existence on the date of Closing which establish that it is not expected that the proceeds of the Bonds will be used
in a manner that could cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and any applicable regulations thereunder
and that the interest on the Bonds will not be included in the gross income of the owners thereof for federal income tax purposes;
Such additional certificates, instruments or opinions
or other evidence as the Purchaser may deem reasonably necessary or desirable to evidence the due authorization, issuance, execution, authentication and delivery of the Bonds, the truth
and accuracy as of the time of the Closing of the representations and warranties contained in this Purchase Agreement, and the conformity of the Bonds and Ordinance with the terms thereof
as summarized in the Preliminary Official
Statement and the Final Official Statement, and to cover such other matters as the Purchaser reasonably requests;
A certificate, dated as of the date of the Closing and signed by the
Seller, to the effect that: (a) the representations, warranties and covenants of the Seller contained herein and in the Ordinance are true and correct in all material respects on and
as of the date of Closing with the same effect as if made on the date of Closing; (b) except as disclosed in the Final Official Statement, to the knowledge of the Seller, no litigation
or other proceedings are pending or threatened in any court in any way affecting the position or title of the authorized officer of the Seller, or seeking to restrain or to enjoin the
authorization, issuance, sale or delivery of, or security for, any of the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Ordinance, this
Purchase Agreement, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Final Official Statement, or contesting the powers of the Seller
or its authority with respect to the Bonds, the Ordinance, or this Purchase Agreement, the Trustee Agreement, the Continuing Disclosure Certificate and the Blanket Issuer Letter of Representation;
(c) except as disclosed in the Final Official Statement, to the knowledge of the Seller, no litigation or other proceedings are pending or threatened in any court in any way materially
affecting the finances of the Seller; (d) no event affecting the Seller has occurred since the date of the Final Official Statement which should be disclosed in the Final Official Statement
for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect;
and (h) the Seller has complied in all material respects with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the date of
the Closing. For the purpose of subparagraph (b) above, the Seller may rely upon a certificate of the Seller’s legal counsel respecting the legal matters set forth therein;
A copy
of the Ordinance and all of the ordinances of the Seller adopted with respect to the authorization, issuance, sale, and delivery of the Bonds;
Designation of the Bonds as “qualified
tax-exempt bonds” for banks, thrift institutions and other financial institutions, as defined in Section 265 of the Internal Revenue Code of 1986, as amended; and
Copies of the Trust
Certificate authorizing U.S. Bank National Association to performance of functions as Trustee for the Bonds.
Fees and Expenses
The Seller will pay the costs of preparing, printing and
executing the Bonds, the fees and disbursements of the Bond Counsel, bond ratings fees, insurance premiums, Trustee fees, escrow verification fees, Bond registration fees, and the costs
of printing and distributing the Preliminary Official Statement and Final Official Statement.
As a convenience to the Seller, Purchaser may from time to time, as the Seller’s agent,
make arrangements for certain items for which the Seller is responsible hereunder, such as printing of the Final Official Statement.
The Purchaser also may advance for the Seller’s account, when appropriate, the cost of such items by making payments to third-party vendors. In such cases, the Seller shall pay such
costs or expenses directly, upon submission of appropriate invoices by the Purchaser, or promptly reimburse the Purchaser in the event the Purchaser has advanced such costs or expenses
for the Seller’s account. It is understood that the Seller shall be primarily responsible for payment of all such items and that the Purchaser may agree to advance the cost of such
items from time to time solely as an accommodation to the Seller and on the condition that it shall be reimbursed in full by the Seller in accordance herewith.
Miscellaneous
The validity,
interpretation and performance of this Purchase Agreement shall be governed by the laws of the State of Idaho.
This Purchase Agreement is intended to benefit only the parties hereto,
and the Seller’s representations and warranties shall survive any investigation made by or for the Purchaser, delivery and payment for the Bonds, and the termination of this Purchase
Agreement. Should the Seller fail to satisfy any of the foregoing conditions or covenants, or if the Purchaser’s obligations are terminated for any reason permitted under this Purchase
Agreement, then neither the Purchaser nor the Seller shall have any further obligations under this Purchase Agreement, except that any expenses incurred shall be borne in accordance
with the Fees and Expenses Section hereof.
This Purchase Agreement may be executed by manual or facsimile signature in any number of counterparts, all of which shall be one and the
same instrument, and any party hereto may execute this Purchase Agreement by signing any such counterpart.
This Purchase Agreement shall constitute the entire agreement between and
among the Seller and the Purchaser and is solely for the benefit of the Seller and the Purchaser (including any successors and assigns thereof but not any holder of any Bonds). No other
person shall acquire or have any rights hereunder or by virtue hereof.
All representations and warranties and agreements of the Seller in this Purchase Agreement shall remain operative
and in full force and effect, regardless of (a) any investigation made by or on behalf of the Purchaser, (b) delivery of and payment for the Bonds hereunder, or (c) any termination of
this Purchase Agreement.
The Seller further agrees that Closing will take place on July 15, 2003.
This offer expires on the date, and at the time, set forth in Exhibit A.
Respectfully submitted,
SEATTLE-NORTHWEST
SECURITIES CORPORATION
By: _______________________________________
Eric Heringer, Vice President
Accepted June 26, 2003
CITY OF McCALL, VALLEY COUNTY, IDAHO
By: _____________________________
__________
Title: _______________________________________
City of McCall
Valley County, Idaho
Water Revenue Refunding Bonds, Series 2003
EXHIBIT A
DESCRIPTION OF THE BONDS
Principal Amount: $____________
Purchase Price: $___________________
($___________ per $100), representing an original issue discount (premium) of $___________ and an underwriter’s discount of $________________.
Denominations: $5,000, or integral multiples
thereof
Form: Registered; Book-entry only
Interest Payment Dates: March 1 and September 1, commencing September 1, 2003.
Maturity and Interest Rates: The Bonds shall mature on September
1 of each year and bear interest as follows:
Due Interest CUSIP Due Interest CUSIP Sept. 1 Amounts Rates Yields 579358 Sept. 1 Amounts Rates Yields 579358
2003 $160,000 % % BK7 2011 $380,000
% % BT8
2004 265,000 BL5 2012 390,000 BU5
2005 270,000 BM3 2013 400,000 BV3
2006 275,000 BN1 2014 410,000 BW1
2007 275,000 BP6 2015 430,000 BX9
2008 285,000 BQ4 2016 440,000
BY7
2009 365,000 BR2 2017 460,000 BZ4
2010 370,000 BS0 2018 475,000 CA8
$______________ ____% Term Bond due September 1, ____ @ ____; CUSIP No. 579358__
Optional Redemption:
The Bonds maturing in years 2003 through 2013, inclusive, are not subject to redemption prior to maturity. The Bonds maturing on and after September 1, 2014 are subject to redemption
at the option of the Seller, in whole or in part on any date on and after September 1, 2013 at a price of par plus accrued interest, if any, to the date of redemption.
Mandatory Redemption:
Unless previously called under the provisions for optional redemption, the Term Bond maturing on September 1, ____ is subject to mandatory redemption by lot by the Trustee on Septemer 1
of the following years in the following principal amounts, at a price of par plus accrued interest to the date of redemption.
20__ Term Bond
Year Amount
$ ,000
,000
,000
,000 (final maturity)
$ ,000
Dated Date: July 15, 2003
Offer Expires: 5:00 p.m., June 26, 2003
Bond Counsel: Moore
Smith Buxton & Turcke, Chartered of Boise, Idaho
Closing: At the offices of Bond Counsel, in Boise, Idaho, on July 15, 2003, at 9:00 a.m.
Delivery: To the Trustee on behalf of
DTC by Fast Automated Securities Transfer.
Bond Insurance: Payment of the principal of and interest on the Bonds, when due, will be insured by a municipal bond insurance policy to
be issued by Financial Security Assurance Inc. simultaneously with the delivery of the Bonds.
Rating: Moody’s Investors Service will assign its rating of “Aaa” to the Bonds based on
the Seller’s purchase of the municipal bond insurance policy described above.
EXHIBIT B
Form of Bond Counsel Supplemental Opinion
July 15, 2003
Seattle-Northwest Securities Corporation
1000 SW Broadway, Suite 1800
Portland, Idaho 97205
Ladies & Gentlemen:
This
opinion is rendered to you in connection with the purchase by you of the Water Revenue Refunding Bonds, Series 2003 in the aggregate principal amount of $________ (the “Bonds”) pursuant
to a Purchase Agreement dated June 26, 2003 (the “Purchase Agreement”), by and between you and the City of McCall, Idaho (the “Seller”). All terms used in this opinion and not otherwise
defined herein shall have the respective meanings assigned thereto in the Purchase Agreement or the Ordinance (as defined in the Purchase Agreement). In our capacity as Bond Counsel
with respect to the authorization, issuance, sale and delivery of the Bonds, we have examined the Final Official Statement dated on or about June 26, 2003 relating to the Bonds (the
“Final Official Statement”). We have also examined originals, or copies certified or otherwise identified to our satisfaction as being true copies of the originals, of such proceedings
of the Seller, certificates of officials of the Seller and others and such other documents as we have deemed necessary for purposes of this opinion. Based on our review of the foregoing,
we are of the opinion that:
The statements in the Final Official Statement under the headings “Description of the Bonds” (except for the subsection “Book-Entry Bonds” thereunder), “Refunding
Plan -- Purpose,” “Security for the Bonds (except for the subsections “Municipal Bond Insurance” and “Rating” thereunder),” “Tax Exemption,” “Legal and Underwriting” (except for the
subsections “Official Statement,” “Underwriting” and “Concluding Statement” thereunder), “Appendix A – Bond Ordinance,” Appendix B -- Form of Bond Counsel Opinion,” and “Appendix E –
Form of Continuing Disclosure Undertaking” (together with specific references thereto contained in the Final Official Statement), insofar as such statements purport to summarize the
provisions of the Bonds or other matters discussed or presented therein (other than any financial or statistical data contained in such sections as to which we express no opinion) present
a fair summary of the relevant provisions of the Bonds and the matters discussed or presented therein.
Based upon our participation in the review of the Final Official Statement as
Bond Counsel, but without having undertaken to determine independently the accuracy or completeness of and without assuming any responsibility for, the statements contained in the Final
Official Statement except to the limited extent noted immediately above, nothing has come to our attention which would lead us to believe that the statements contained in the Final Official
Statement, as of the date of the Final Official Statement (except for the financial and statistical data included therein, as to which we express no opinion), contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they
are made, not misleading.
The Purchase Agreement has been duly authorized, executed and delivered by the Seller and constitutes a valid and binding agreement of the Seller, which is
enforceable in accordance with its terms, except to the extent that enforceability may be limited by or rendered ineffective by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws
affecting creditors’ rights generally; (ii) the application of equitable principles and the exercise of judicial discretion in appropriate cases; (iii) common law and statutes affecting
the enforceability of contractual obligations generally; and (iv) principles of public policy concerning, affecting or limiting the enforcement of rights or remedies against governmental
entities such as the Seller.
The Ordinance creates a valid pledge of the Net Revenues of the Water System of the Seller and the funds and accounts of the Seller described in the Ordinance.
Such pledge has the lien status granted by the Ordinance.
We have reviewed the undertaking of the Seller regarding secondary market disclosure as further described in the Preliminary
Official Statement and the Final Official Statement. In our opinion, such undertaking is valid and binding, is in full force and effect as of the date of Closing.
This opinion is provided
to you as a legal opinion only, and not as a guaranty or warranty of the matters discussed herein. No qualification, limitation or exception contained herein shall be construed in any
way to limit the scope of the other qualifications, limitations or exceptions. For purposes of this opinion, the terms “law” and “laws” do not included unpublished judicial decisions,
and we disclaim the effect of any such decision on the opinions expressed.
We have acted solely as Bond Counsel to the Seller regarding the sale and issuance of the Bonds and no attorney-client
relationship shall arise by our addressing this opinion to any other person. This opinion is furnished to you solely for your benefit and may not be relied on by, quoted by, nor copies
delivered to, any other person without our prior written consent in each instance.
We express no opinion as to the creditworthiness of the Seller, the investment quality of the Bonds
or the adequacy of the security for the Bonds. We are furnishing this letter to you pursuant to the Purchase Agreement solely for your benefit. This letter is not to be used, circulated,
quoted or otherwise referred to in connection with the marketing of the Bonds nor is it to be relied upon by any person without prior written permission; provided that reference may
be made to it in any list or transcript of closing documents pertaining to the Bonds. We expressly disclaim any duty to advise you of any matters arising after the date hereof.
Respectfully
submitted,
Moore Smith Buxton & Turcke, Chartered