4927-5570-0926v3/024450-0216 1
$__________
ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY
Revenue Refunding Bonds, Series 2026-B
(Water System Refunding)
(Forward Delivery)
___________________________
FORWARD DELIVERY PURCHASE CONTRACT
___________________________
_____, 2026
Anaheim Housing and Public Improvements Authority
200 South Anaheim Boulevard
Anaheim, California 92805
City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
Ladies and Gentlemen:
The undersigned, RBC Capital Markets LLC, as underwriter (the “Underwriter”), hereby offers to enter into this Forward Delivery Purchase Contract (the “Forward Delivery Purchase Contract” or “Forward Agreement”) with the Anaheim Housing and Public Improvements Authority (the “Authority”) and the City of Anaheim (the “City”), which, upon the acceptance of this offer by the Authority and the City, will be binding upon the Authority, the City and the Underwriter. This offer is made subject to written acceptance by the Authority and the City prior to 11:59 P.M., California time, on the date hereof. If this offer is not so accepted, this offer will be subject to withdrawal by the Underwriter upon notice delivered to the Authority and the City at any time prior to acceptance by the Authority and the City. Upon acceptance, this Forward Delivery Purchase Contract shall be in full force and effect in accordance with its terms and shall be binding upon the Authority, the City and the Underwriter. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Official Statement (as defined herein).
1. Purchase, Sale and Delivery of the Bonds.
(a) Subject to the terms and conditions, and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agree to purchase and the Authority agrees to sell and deliver to the Underwriter all (but not less than all) of the $__________ Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2026-B (Water System Refunding) (Forward Delivery) (the “Bonds” or the “2026-B Bonds”). The Bonds shall be dated the date of delivery thereof and shall mature on such dates and shall bear interest at such rates set forth in Schedule I attached hereto. Interest on the Bonds shall be payable 4927-5570-0926v3/024450-0216 2
semiannually on April 1 and October 1 of each year, commencing [April 1, 2027]. The purchase price for the Bonds shall be $___________ (consisting of the aggregate principal amount of the Bonds [plus/less] $___________ of [net] original issue [premium/discount], less $__________ of Underwriter’s discount). The payment for and delivery of the Bonds shall be made pursuant to Section 1(c) of this Forward Delivery Purchase Contract (such payment and delivery and the other actions contemplated to take place at the time of such payment and delivery being sometimes referred to herein as the “Settlement”).
(b) The Bonds shall be issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, consisting of Article 4, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6584) (the “Bond Law”), and an Indenture of Trust, dated as of _____ 1, 2026 (the “Trust Indenture”), by and among the Authority, the City and U.S.
Bank Trust Company, National Association, as trustee (the “Trustee”), substantially in the form previously submitted to the Underwriter with only such changes therein as shall be agreed upon by the Authority, the City and the Underwriter.
The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of, the Trust Indenture. The Bonds shall be secured by a pledge, charge and lien upon Project Revenues which consist primarily of purchase payments (the “2026 Purchase Payments”) to be made by the City to the Authority pursuant to an Installment Purchase Agreement, dated as of _____ 1, 2026 (the “Installment Purchase Agreement”), by and between the City and the Authority. The Bonds shall be subject to redemption as set forth in Schedule I attached hereto.
The proceeds of the Bonds will be used to (i) refund on a forward delivery basis all or a portion of the Target Bonds (as defined in the Official Statement) that are not purchased with the proceeds of the Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2026-A (Water System Refunding ) (the “2026-A Bonds”) and (ii) pay costs of issuance of the 2026-B Bonds. On or about _____, 2026, the Authority will issue also the 2026-A Bonds, as described in the Official Statement.
[The City and the Authority have entered into a Dealer Manager Agreement, dated _____, 2026 (the “Dealer Manager Agreement”), with RBC Capital Markets LLC, as dealer manager (in such capacity, the “Dealer Manager”), pursuant to which the Dealer Manager has solicited tenders for purchase of Target Bonds, as more particularly set forth in the Dealer Manager Agreement, the Preliminary Official Statement and the Official Statement.] The City will undertake, pursuant to a Continuing Disclosure Agreement relating to the Bonds (the “Continuing Disclosure Agreement”), to provide certain annual financial information and operating data relating to the Public Utilities Department and the Water System and notices of the occurrence of certain events. A description of this undertaking and the proposed form of Continuing Disclosure Agreement are set forth in the Preliminary Official Statement (as defined herein) and will be set forth in the Official Statement (as defined herein).
The City will effect the refunding of the Target Bonds refunded by the Bonds (the “Refunded Bonds”) by causing a portion of the proceeds of the Bonds to be deposited on _____, 2026 into separate Escrow Funds for each series of the Refunded Bonds created under separate Escrow Agreements, each dated as of _____ 1, 2026 (collectively, the “Escrow Agreements”), between the City and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”). 4927-5570-0926v3/024450-0216 3
The Trust Indenture, the Installment Purchase Agreement, the Escrow Agreements, the Continuing Disclosure Agreement and this Forward Delivery Purchase Contract are herein referred to as the “Financing Documents.”
(c) At 8:00 a.m., California time, on _____, 2026, or on such earlier or later date as may be agreed upon by the Authority and the Underwriter (such time and date being herein referred to as the “Closing”), the certificates, opinions and other documents required by Section 6 below shall be executed and delivered at the offices of Norton Rose Fulbright US LLP (“Bond Counsel”), 555 South Flower Street, 41st Floor, Los Angeles, California, or such other place as shall have been mutually agreed upon by the Authority and the Underwriter.
Assuming the Closing is completed in accordance with the provisions of this Forward Delivery Purchase Contract, then the Settlement shall occur, subject to the provisions of this Forward Delivery Purchase Contract, at 8:00 a.m., California time, on _____, 2026, or at such other time or on such other date as mutually agreed upon by the Authority and the Underwriter, the Authority will, subject to the terms and conditions hereof, sell and deliver, or cause to be delivered, the Bonds to the Underwriter, in definitive form, duly executed and authenticated, together with the other documents to be delivered pursuant to Section 7 of this Forward Delivery Purchase Contract, and subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in subparagraph (a) above in immediately available funds to the order of the Trustee. Sale, delivery and payment as aforesaid shall be made at the offices of Bond Counsel, 555 South Flower Street, 41st Floor, Los Angeles, California, or such other place as shall have been mutually agreed upon by the Authority and the Underwriter, except that the Bonds shall be delivered through the Trustee via the F.A.S.T. delivery book-entry system of The Depository Trust Company (“DTC”) in New York, New York, or at such other place as shall have been mutually agreed upon by the Authority and the Underwriter, in fully registered book-entry eligible form (which may be typewritten) and registered in the name of Cede & Co. as nominee of DTC. For the avoidance of doubt, the actual date and time of the consummation of such sale, delivery, and payment shall be the date and time of the Settlement, as such term is referenced above.
2. Offering; Determination of Issue Price.
(a) The Underwriter agrees to make a bona fide public offering of all of the Bonds at prices not in excess of the initial, respective public offering prices or at yields not lower than the initial, respective yields shown on the inside cover of the Official Statement. The Underwriter reserves the right to change such initial offering prices or yields after such offering as they shall deem necessary in connection with the marketing of the Bonds. (b) The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. (c) The City will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. Schedule I attached hereto sets forth, as of the date of this Forward Delivery Purchase Contract, the maturities of the Bonds for which the 10% test has been satisfied (the “10% Test Maturities”) and the price or prices at which the 4927-5570-0926v3/024450-0216 4
underwriters have sold such 10% Test Maturities to the public. [The Underwriter represents that all of the maturities of the Bonds are 10% Test Maturities.] (d) The Underwriter confirms that:
(i) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the Underwriter is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-theoffering-price rule, if applicable, in each case if and for so long as directed by the Underwriter and as set forth in the related pricing wires, and (ii) any agreement among underwriters relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter and as set forth in the related pricing wires.
(e) The Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this section.
Further, for purposes of this section:
(1) “maturity” means Bonds with the same credit and payment terms; Bonds with different maturity dates, or Tax-Exempt Bonds with the same maturity date but different stated interest rates, are treated as separate maturities, (2) “public” means any person other than an underwriter or a related party,
(3) “underwriter” (when used with a lower case “u”) means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the public),
(4) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 4927-5570-0926v3/024450-0216 5
50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
(5) “sale date” means the date of execution of this Forward Delivery Purchase Contract by all parties.
(f) The City acknowledges that, in making the representations set forth in this Section 2, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, and that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement.
3. Use and Preparation of Official Statement and Updated Official Statement. (a) The Authority and the City hereby ratify, confirm and approve of the use and distribution by the Underwriter prior to the date hereof of an official statement in preliminary form dated _____, 2026 relating to the Bonds (which, together with all appendices thereto, is referred to herein as the “Preliminary Official Statement”). The Authority and the City have deemed final the Preliminary Official Statement as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for information permitted to be omitted therefrom by Rule 15c2-12. The Authority and the City hereby agree to deliver or cause to be delivered to the Underwriter, within seven (7) business days of the date hereof, dated the date hereof, the final Official Statement (which, together with all information previously permitted to have been omitted by Rule 15c2-12 and any amendments or supplements to such official statement as have been approved by the Authority, the City and the Underwriter is referred to herein as the “Official Statement”) in sufficient quantity to enable the Underwriter to comply with the rules of the Securities and Exchange Commission and the Municipal Securities Rulemaking Board (the “MSRB”). The Authority and the City hereby approve of the use and distribution by the Underwriter of the Official Statement in connection with the offer and sale of the Bonds. At the time of or prior to the Date of Closing, the Authority and the City hereby authorize the Underwriter to file a copy of the Official 4927-5570-0926v3/024450-0216 6
Statement in printed or electronic form with, and as permitted by, the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access System (“EMMA”). Upon request, the Underwriter shall advise the Authority and the City of the date of such filing. (b) The Authority shall prepare one updated Official Statement between the date of Closing and the date of Settlement, which shall be dated a date not more than two weeks prior to Settlement (the “Updated Official Statement”), which, as of such date, 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. The Updated Official Statement may consist either of the Official Statement and a supplement thereto or a separate document substantially in the form of the Official Statement updated to its date. The Authority shall furnish to the Underwriter, not less than five days prior to the Settlement, an electronic copy of the Updated Official Statement in a form that permits the Underwriter to comply with Rule 15c2-12 and the rules of the MSRB. The Underwriter hereby agrees that it will not send any confirmation requesting payment for the purchase of any of the Bonds unless the confirmation is accompanied by or preceded by the delivery of a copy of the Updated Official Statement, where electronic access to the Updated Official Statement shall be deemed delivery for purposes of this Forward Agreement.
At the time of or prior to the date of Settlement, the Underwriter shall (1) file a copy of the Updated Official Statement in printed or electronic form with, and as permitted by, the MSRB through EMMA and (2) take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and MSRB rules governing the offering, sale and delivery of the Bonds to ultimate purchasers
4. Representations, Warranties and Agreements of the Authority. The Authority hereby represents, warrants and agrees with the Underwriter as follows:
(a) The Authority is, and will be on the date of Closing and the date of Settlement, a joint powers agency of the State of California organized and operating pursuant to the laws of the State of California with the full power and authority to issue the Bonds pursuant to the Act, to execute and deliver the Official Statement and the Updated Official Statement and to enter into the Installment Purchase Agreement, the Trust Indenture, and this Forward Delivery Purchase Contract (collectively, the “Authority Documents”) and, when executed and delivered by the respective parties thereto, the Authority Documents will constitute the legal, valid and binding obligations of the Authority in accordance with their respective terms. (b) By all necessary official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has duly approved the distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement and the Updated Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the Authority Documents.
(c) The Authority is not in breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material 4927-5570-0926v3/024450-0216 7
respect under any such instrument; and the issuance of the Bonds and the execution and delivery of the Official Statement, the Updated Official Statement and the Authority Documents and compliance with the provisions on the Authority’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Trust Indenture or the Installment Purchase Agreement.
(d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the Authority after reasonable investigation, threatened against the Authority in any material respect affecting the existence of the Authority or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds or contesting or affecting, as to the Authority, the validity or enforceability of the Bonds or the Authority Documents or contesting the powers of the Authority or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement, the Official Statement or the Updated Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Authority Documents. (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or 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 issuance of the Bonds under the Trust Indenture have been duly 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 described in or contemplated by the Preliminary Official Statement, the Official Statement and the Updated Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or 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 Authority Documents have been duly obtained. (f) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (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 best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject.
4927-5570-0926v3/024450-0216 8
(g) As of its date and the date hereof, the Preliminary Official Statement (excluding information concerning DTC, Cede & Co., and the book-entry system (collectively, the “Excluded Information”), as to which no representation by the City or the Authority is made) did not, except as to the information permitted to be omitted by Rule 15c2-12, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (h) As of the date thereof and at all times subsequent thereto to and including the later of (i) the date of Closing, or (ii) the date on which the Underwriter has entered into Delayed Delivery Purchase Contracts (in the form set forth in Appendix I to the Official Statement) for all of the Bonds, but in no event for more than 25 days after the date of Closing, the Official Statement (excluding the Excluded Information, as to which no representation is made) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) If between the date hereof and the later of (i) the date of Closing, or (ii) the date on which the Underwriter has entered into Delayed Delivery Purchase Contracts for all of the Bonds, but in no event for more than 25 days after the date of Closing, an event occurs which might or would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Authority will notify the Underwriter, and, if in the opinion of the Authority, the Underwriter or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will forthwith prepare and furnish to the Underwriter (at the expense of the Authority, except in the case of supplements or amendments to the Excluded Information) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to prospective purchasers, not misleading. Unless otherwise notified, in writing, by the Underwriter on the date of Closing, the Authority may assume that the Underwriter has entered into Delayed Delivery Purchase Contracts for all of the Bonds as of the date of Closing, at which time the Authority will no longer be obligated to amend or supplement the Official Statement except in accordance with paragraph (l) below. For the period of time this section remains operative, the Authority will furnish such information with respect to itself as the Underwriter may from time to time reasonably request.
(j) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (i) of this Section 4, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the later of (i) the date of Closing, or (ii) the date on which the Underwriter has entered into Delayed Delivery Purchase Contracts for all of the Bonds, but in no event for more than 25 days after the date of Closing, the portions of the Official Statement so supplemented or amended (other than the Excluded Information) 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. 4927-5570-0926v3/024450-0216 9
(k) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the Bonds, the Updated Official Statement (excluding the Excluded Information, as to which no representation is made) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(l) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Updated Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Authority will notify the Underwriter, and, if in the opinion of the Authority, the Underwriter or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Updated Official Statement, the Authority will forthwith prepare and furnish to the Underwriter (at the expense of the Authority, except in the case of supplements or amendments to the Excluded Information) a reasonable number of copies of an amendment of or supplement to the Updated Official Statement (in form and substance satisfactory to the Underwriter) which will amend or supplement the Updated Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Updated Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the Authority will furnish such information with respect to itself as the Underwriter may from time to time reasonably request.
(m) If the information contained in the Updated Official Statement is amended or supplemented pursuant to paragraph (l) of this Section 4, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period, the portions of the Updated Official Statement so supplemented or amended (other than the Excluded Information) 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. (n) After the date of Closing, the Authority will not participate in or authorize the issuance of any amendment of or supplement to the Official Statement or the Updated Official Statement to which, after being furnished in advance of the date of publication with a copy by the Authority for review and comment, the Underwriter shall reasonably object in writing. (o) As used herein and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Bonds shall mean the earlier of (i) the date of Settlement, unless the Authority shall have been notified in writing to the contrary by the Underwriter on or prior to the date of Settlement, or (ii) the date on which the End of the Underwriting Period for the Bonds has occurred under Rule 15c2-12; provided, however, that the Authority may treat as the End of the Underwriting Period for the Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period.
4927-5570-0926v3/024450-0216 10
(p) The Authority will apply, or cause the application of, the proceeds of the Bonds in accordance with the Installment Purchase Agreement, the Trust Indenture and the Escrow Agreements.
(q) All of the representations and warranties of the Authority as are set forth by it in the Dealer Manager Agreement (or incorporated by reference into the Dealer Manager Agreement), are true and correct in all material respects. (r) Any certificate signed by any authorized official of the Authority, and delivered to the Underwriter in connection with the delivery of the Bonds, shall be deemed a representation and warranty by the Authority to the Underwriter as to the statements made therein.
5. Representations, Warranties and Agreements of the City. The City hereby represents, warrants and agrees with the Underwriter as follows:
(a) The City is, and will be on the date of Closing and the date of Settlement, a charter city, and has all necessary power and authority under its charter and the Municipal Code of the City to enter into and perform its duties under the Installment Purchase Agreement, the Trust Indenture, the Escrow Agreements, the Continuing Disclosure Agreement and this Forward Delivery Purchase Contract (collectively, the “City Documents”) and, when executed and delivered by the respective parties thereto, the City Documents will constitute the legal, valid and binding obligations of the City in accordance with their respective terms.
(b) By all necessary official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement and the Updated Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement and the City Documents.
(c) The City is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument; and the issuance of the Bonds and the execution and delivery of the Official Statement, the Updated Official Statement and the City Documents and compliance with the provisions on the City’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Trust Indenture, the Installment Purchase Agreement or the Escrow Agreements.
4927-5570-0926v3/024450-0216 11
(d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the City after reasonable investigation, threatened against, the City in any material respect affecting the existence of the City or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds or contesting or affecting, as to the City, the validity or enforceability of the Bonds or the City Documents or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement, the Official Statement or the Updated Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents. (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations in connection with the issuance of the Bonds under the Trust Indenture have been duly 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 described in or contemplated by the Preliminary Official Statement, the Official Statement and the Updated Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained. (f) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (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 best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the City be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject.
(g) As of its date and the date hereof, the Preliminary Official Statement (excluding the Excluded Information, as to which no representation is made) did not, except as to the information permitted to be omitted by Rule 15c2-12, contain any untrue statement of a material fact or omit to state a material fact required to be started therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (h) As of the date thereof and at all times subsequent thereto to and including the later of (i) the date of Closing, or (ii) the date on which the Underwriter has entered into Delayed Delivery Purchase Contracts for all of the Bonds, but in no event for more than 25 days after the date of Closing, the Official Statement (excluding the Excluded Information, as to which no representation is made) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be started therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 4927-5570-0926v3/024450-0216 12
(i) If between the date hereof and the later of (i) the date of Closing, or (ii) the date on which the Underwriter has entered into Delayed Delivery Purchase Contracts for all of the Bonds, but in no event for more than 25 days after the date of Closing, an event occurs which might or would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be started therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the City will notify the Underwriter, and, if in the opinion of the City, the Underwriter or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will forthwith prepare and furnish to the Underwriter (at the expense of the City, except in the case of supplements or amendments to the Excluded Information) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact required to be started therein or necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request.
(j) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (i) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the later of (i) the date of Closing, or (ii) the date on which the Underwriter has entered into Delayed Delivery Purchase Contracts for all of the Bonds, but in no event for more than 25 days after the date of Closing, the portions of the Official Statement so supplemented or amended (other than the Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact required to be started therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(k) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the Bonds, the Updated Official Statement (excluding the Excluded Information, as to which no representation is made) will not contain any untrue statement of a material fact or omit to state a material fact required to be started therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (l) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Updated Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be started therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the City will notify the Underwriter, and, if in the opinion of the City, the Underwriter or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Updated Official Statement, the City will forthwith prepare and furnish to the Underwriter (at the expense of the City, except in the case of supplements or amendments to the Excluded Information) a reasonable number of copies of an amendment of or supplement to the Updated Official Statement (in form and substance satisfactory to the Underwriter) 4927-5570-0926v3/024450-0216 13
which will amend or supplement the Updated Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact required to be started therein or necessary in order to make the statements therein, in the light of the circumstances existing at the time the Updated Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request.
(m) If the information contained in the Updated Official Statement is amended or supplemented pursuant to paragraph (l) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period, the portions of the Updated Official Statement so supplemented or amended (other than the Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact required to be started therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (n) After the date of Closing, the City will not participate in or authorize the issuance of any amendment of or supplement to the Official Statement or the Updated Official Statement to which, after being furnished in advance of the date of publication with a copy by the City, the Underwriter shall reasonably object in writing. (o) As used herein and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Bonds shall mean the earlier of (i) the date of Settlement unless the City shall have been notified in writing to the contrary by the Underwriter on or prior to the date of Closing, or (ii) the date on which the End of the Underwriting Period for the Bonds has occurred under Rule 15c2-12; provided, however, that the City may treat as the End of the Underwriting Period for the Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period.
(p) The City will apply, or cause the application of, the proceeds of the Bonds in accordance with the Installment Purchase Agreement, the Trust Indenture and the Escrow Agreements.
(q) Any certificate signed by any authorized official of the City, and delivered to the Underwriter in connection with the delivery of the Bonds, shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein. (r) Other than as described in the Preliminary Official Statement, the Official Statement and the Updated Official Statement, as of the time of acceptance hereof and as of the date of Closing and as of the date of Settlement the City does not and will not have outstanding any indebtedness which is secured by a lien on the Surplus Revenues (as defined in the Preliminary Official Statement, the Official Statement and the Updated Official Statement) superior to or on a parity with the lien of the Bonds thereon.
(s) Between the date of this Forward Delivery Purchase Contract and the date of Settlement, the City will not, without the prior written consent of the Underwriter, and except as disclosed in the Preliminary Official Statement, the Official Statement and the Updated Official 4927-5570-0926v3/024450-0216 14
Statement, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, payable from the Surplus Revenues. (t) Except as disclosed in the Preliminary Official Statement, the Official Statement and the Updated Official Statement, the City has not failed to comply in all material respects with the terms of any continuing disclosure obligation under Rule 15c2-12 within the past five years.
(u) [All of the representations and warranties of the City as are set forth by it in the Dealer Manager Agreement (or incorporated by reference into the Dealer Manager Agreement), are true and correct in all material respects.]
(v) The financial statements of, and other financial information regarding the Water System, in the Preliminary Official Statement, the Official Statement and the Updated Official Statement fairly present the financial position and results of the Water System as of the dates and for the periods therein set forth. As of date of such financial information, there has not been an adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the City's Water/Electric System that was not disclosed in the Official Statement.
6. Conditions to the Obligations of the Underwriter on and prior to the Date of Closing.
The Underwriter hereby enter into this Forward Delivery Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein and the representations and warranties of the Authority and the City to be contained in the documents and instruments to be delivered on or prior to the date of Closing and the date of Settlement and upon the performance by the Authority and the City of their obligations both on and as of the date hereof and as of the date of Closing, and the Underwriter’s obligations under this Forward Delivery Purchase Contract are and shall also be subject to the following additional conditions:
(a) The Underwriter shall receive, within seven (7) business days of the date hereof, copies of the Official Statement (including all information previously permitted to have been omitted by Rule 15c2-12 and any amendments or supplements as have been approved by the Underwriter), in such quantity as the Underwriter shall have requested pursuant to Section 3 hereof; (b) The representations and warranties of the Authority and the City contained herein shall be true and correct on the date hereof and on the date of Closing, as if made on and at the date of Closing;
(c) As of the date of Closing, this Forward Delivery Purchase Contract shall have been duly authorized, executed and delivered by the respective parties thereto, and the Official Statement shall have been duly authorized, executed and delivered by the Authority, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to in writing by the Underwriter, and this Forward Delivery Purchase Contract shall be in full force and effect and shall not have been amended, modified or supplemented and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; and there shall be in full force and effect such resolution or resolutions of the Board of Directors of the Authority and the City Council of the City as, in the opinion of Bond Counsel, shall be necessary or appropriate in connection with the transactions contemplated hereby; 4927-5570-0926v3/024450-0216 15
(d) Between the date hereof and the date of Closing, the market price or marketability, at the initial public offering prices set forth in the Official Statement, of the Bonds shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the Authority terminating the obligation of the Underwriter to accept delivery of and make any payment for the Bonds), by reason of any of the following:
(1) an amendment to the Constitution of the United States or the State of California shall have been passed or legislation shall have been introduced in or enacted by the Congress of the United States or the legislature of any state having jurisdiction of the subject matter or legislation pending in the Congress of the United States shall have been amended or legislation shall have been recommended to the Congress of the United States or to any state having jurisdiction of the subject matter or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such Committee by any member thereof or presented as an option for consideration by either such Committee by the staff of such Committee or by the staff of the Joint Committee on Taxation of the Congress of the United States, or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or of the State of California or the Tax Court of the United States, or a ruling shall have been made or a regulation or temporary regulation shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States, the Internal Revenue Service or other federal or State of California authority, with respect to federal or State of California taxation upon revenues or other income of the general character to be derived by the Authority or upon interest received on obligations of the general character of the Bonds which may have the purpose or effect, directly or indirectly, of affecting the tax status of the Authority, its property or income, its securities (including the Bonds) or the interest thereon, or (with respect to the Bonds) any tax exemption granted or authorized by State of California legislation or materially and adversely affecting the market for the Bonds or the market price generally of obligations of the general character of the Bonds;
(2) legislation enacted, introduced in the Congress or
recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter shall have been made or issued to the effect that obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Trust Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended; 4927-5570-0926v3/024450-0216 16
(3) the outbreak or escalation in military hostilities or declaration by the United States of a national or international emergency or war or other calamity or crisis, or escalation thereof, the effect of which on the financial markets is such as to make it impracticable or inadvisable to proceed with the offering or delivery of the Bonds as contemplated hereby or by the Official Statement;
(4) the declaration of a general banking moratorium by
federal, New York or California authorities, or the general suspension of trading on any national securities exchange, or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred;
(5) the imposition by the New York Stock Exchange or
other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (6) an order, decree or injunction of any court of
competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect;
(7) the withdrawal or downgrading of any rating of the
Bonds or any other outstanding debt of the City’s Water System by S&P Global Ratings or Fitch Ratings, Inc. or ratings on the Bonds shall have been placed on credit watch with a “Negative Outlook” by S&P Global Ratings or Fitch Ratings, Inc.;
(8) an event shall occur or be discovered that materially adversely affects market price of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds, or which makes untrue or incorrect in any material respect, as of the time of such event, any statement or information contained in the Official Statement or which is not reflected in the Official Statement but should be reflected therein in order to make the statements contained therein not misleading in any material respect and requires an amendment of or supplement to the Official Statement; or
(9) There is an adverse change of a material nature in the financial position, results of operations or condition, financial or otherwise, of the City's Water/Electric System that was not disclosed in the Preliminary Official Statement as of the date hereof;
4927-5570-0926v3/024450-0216 17
(10) The City or the Authority terminates the Dealer
Manager Agreement.
(e) At or prior to the date of Closing, the Underwriter shall have received the following documents, in each case satisfactory in form and substance to the Underwriter:
(1) The Official Statement and each supplement or
amendment, if any, thereto, executed by the Authority and approved by the City. (2) Executed counterparts of the Trust Indenture, the
Installment Purchase Agreement, the Escrow Agreements, the Continuing Disclosure Agreement for delivery upon Settlement.
(3) A letter dated the date of Closing and addressed to the Authority, the City and the Underwriter, of Bond Counsel, to the effect that assuming satisfaction by the Authority, the City and the Underwriter of their respective obligations to be satisfied under this Forward Delivery Purchase Contract and the issuance of the Bonds, and no change in any applicable law, regulations or rulings, or in interpretations thereof, or in any other facts or circumstances (tax or otherwise) which, in the view of Bond Counsel, affect or are material to the opinion of Bond Counsel (including, without limitation, the existence of any litigation), Bond Counsel is not aware of any reason that will prevent it from delivering its approving opinion on the date of the Settlement in substantially the form attached to the Official Statement as Appendix F thereto. (4) The supplemental opinion of Bond Counsel dated the
date of Closing and addressed to the Underwriter in substantially the form attached hereto as Exhibit A.
(5) The opinion of Norton Rose Fulbright US LLP as
disclosure counsel dated the date of Closing and addressed to the City, the Authority and the Underwriter in substantially the form attached hereto as Exhibit B.
(6) The opinion of the City Attorney of the City, as
counsel for the Authority, dated the date of Closing and addressed to the Underwriter, in substantially the form attached hereto as Exhibit C. (7) The opinion of the City Attorney of the City, dated the date of Closing and addressed to the Underwriter, in substantially the form attached hereto as Exhibit D.
(8) The opinion of Stradling Yocca Carlson & Rauth LLP
(“Underwriter’s Counsel”), dated the date of Closing and addressed to the Underwriter, to the effect that (i) assuming no change in applicable law from the law in effect on the date of Closing, the Bonds, if issued, would not be subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended, (ii) without passing upon and without assuming any 4927-5570-0926v3/024450-0216 18
responsibility for the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement or the Official Statement and making no representation that they have independently verified the accuracy, completeness or fairness of any such statements; in their capacity as counsel to the Underwriter during the course of the preparation of the Preliminary Official Statement and the Official Statement, they participated in conferences with representatives of the Authority, the City, the City Attorney, as counsel to the Authority and the City, Norton Rose Fulbright US LLP, as bond counsel and disclosure counsel, Public Financial Management, Inc. as municipal advisor and the Underwriter, during which the contents of the Preliminary Official Statement and the Official Statement and related matters were discussed and based on their participation in such conferences, and in reliance thereon and on the certificates, opinions and other documents they have reviewed, no information has come to the attention of the lawyers of such firm rendering professional legal services in connection with such representation that has caused them to believe that the Preliminary Official Statement as of the date of execution of the Forward Delivery Purchase Contract, or the Official Statement as of its date and as of the date of Closing (except for any financial statements or other financial or statistical data or forecasts, and the information concerning DTC, Cede & Co. and the book-entry system included therein, and the Appendices thereto, and, with respect to the Preliminary Official Statement, information permitted to be omitted therefrom pursuant to Rule 15c2-12, as to all of which they express no opinion or view) contains any untrue statement of a material fact 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; and (iii) assuming the due authorization, execution and delivery of the Continuing Disclosure Agreement by the parties thereto and the enforceability thereof, and assuming no change in applicable law in effect on the date hereof, the Continuing Disclosure Agreement satisfies (b)(5)(i) of Rule 15c2-12 of the Securities Exchange Act.
(9) A certificate or certificates, dated the date of Closing, signed by a duly authorized official of the Authority satisfactory to the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that (i) the representations and warranties of the Authority contained in this Forward Delivery Purchase Contract 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; (ii) there is no action, suit, proceeding, inquiry or investigation pending or, to the best knowledge of such official after reasonable investigation, threatened (a) to restrain or enjoin the execution, sale or delivery of any of the Bonds, (b) in any way affecting the validity of the Bonds or the Authority Documents or (c) in any way contesting the existence or powers of the Authority; and (iii) no event affecting the Authority has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the date of Closing any statement or information contained in the Official Statement relating to the Authority or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein relating to the Authority not misleading in any material respect.
4927-5570-0926v3/024450-0216 19
(10) A certificate or certificates, dated the date of Closing, signed by a duly authorized official of the City satisfactory to the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that (i) the representations and warranties of the City contained in this Forward Delivery Purchase Contract 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; (ii) there is no action, suit, proceeding, inquiry or investigation pending or, to the best knowledge of such official, threatened (a) to restrain or enjoin the payment of the 2026 Purchase Payments (as defined in the Official Statement) or the execution and delivery of the City Documents, (b) in any way contesting or affecting the validity of the City Documents or (c) in any way contesting the existence or powers of the City, nor to the best knowledge of such official after reasonable investigation, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would make invalid or materially adversely affect the authorization, execution, delivery or performance by the City of the foregoing; (iii) nothing has come to the City’s attention which would cause the City to believe that the Official Statement (excluding the information under the caption “UNDERWRITING” and information concerning DTC and the book-entry system included therein and Appendices E and F thereto), as of the date thereof and the date of Closing, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iv) since June 30, 2025, except as referred to in or as contemplated by the Official Statement, with respect to its Water System, the City has not incurred any financial liabilities, direct or contingent, or entered into any transactions and there has not been any adverse change in the condition, financial or physical, of the Water System, in any case that would materially and adversely affect the ability of the City to meet its obligations under the Installment Purchase Agreement.
(11) A certificate, dated the date of Closing, signed by a duly authorized official of the Trustee, satisfactory in form and substance to the Underwriter, to the effect that: (i) the Trustee is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into and perform its duties under the Trust Indenture and the Continuing Disclosure Agreement; (ii) the Trustee is duly authorized to enter into the Trust Indenture and the Continuing Disclosure Agreement and to authenticate and deliver the Bonds to the Underwriter pursuant to the terms of the Trust Indenture; (iii) the execution and delivery of the Trust Indenture and the Continuing Disclosure Agreement and compliance with the provisions on the Trustee’s part contained therein, and the authentication and delivery of the Bonds will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Trustee is a party or is otherwise subject (except that no representation, warranty or agreement is made with respect to any federal or state securities or Blue Sky laws or regulations), nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by 4927-5570-0926v3/024450-0216 20
the Trustee pursuant to the lien created by the Trust Indenture under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Trust Indenture; and (iv) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, served on, or, to the best knowledge of such officer, threatened against, the Trustee, affecting the existence of the Trustee or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the Trust Indenture against the Trustee, or contesting the power of the Trustee or its authority to enter into, adopt or perform its obligations under the Trust Indenture, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Trust Indenture against the Trustee or the authentication and delivery of the Bonds. (12) A certified copy of the general resolution of the
Trustee authorizing the execution and delivery of the Trust Indenture and the Continuing Disclosure Agreement.
(13) A certificate, dated the date of Closing, signed by a duly authorized official of the Escrow Agent, satisfactory in form and substance to the Underwriter, to the effect that: (i) the Escrow Agent is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into and perform its duties under the Escrow Agreements; (ii) the Escrow Agent is duly authorized to enter into the Escrow Agreements; (iii) the execution and delivery of the Escrow Agreements and compliance with the provisions on the Escrow Agent’s part contained therein, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Escrow Agent is a party or is otherwise subject (except that no representation, warranty or agreement is made with respect to any federal or state securities or Blue Sky laws or regulations), nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by the Escrow Agent pursuant to the lien created by the Escrow Agreements under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Escrow Agreements; and (iv) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, served on, or, to the best knowledge of such officer, threatened against, the Escrow Agent, affecting the existence of the Escrow Agent or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the Escrow Agreements against the Escrow Agent, or contesting the power of the Escrow Agent or its authority to enter into, adopt or perform its obligations under the Escrow Agreements, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Escrow Agreements against the Escrow Agent.
4927-5570-0926v3/024450-0216 21
(14) A certified copy of the general resolution of the
Escrow Agent authorizing the execution and delivery of the Escrow Agreements. (15) Certified copies of the resolutions of the Authority authorizing the issuance and sale of the Bonds and the execution and delivery of the Authority Documents and the Official Statement.
(16) Certified copies of the resolutions of the City
authorizing the execution and delivery of the City Documents and the Official Statement.
(17) Evidence satisfactory to the Underwriter that ratings on the Bonds described in the Official Statement are in full force and effect as of the date of Closing.
(18) A copy of the Preliminary Blue Sky Survey with
respect to the Bonds, if any, prepared by Underwriter’s Counsel. (19) A copy of the audited financial statements of the
City’s Water Utility Fund included as Appendix A to the Official Statement. (20) Tax certifications by the Authority and the City in form and substance acceptable to Bond Counsel, unless Bond Counsel determines to require such a tax certifications only at Settlement. (21) The report of Samuel Klein and Company, Certified
Public Accountants, verifying certain calculation relating to the refunding of the Refunded Bonds.
(22) A letter from Bond Counsel, dated the date of Closing and addressed to the Underwriter, to the effect that it is not aware of any reason that will prevent it from delivery on the date of Settlement an opinion to the effect that the Refunded Bonds have been deemed paid and are no longer outstanding pursuant to the terms of the governing documents pursuant to which the Refunded Bonds were issued.
(23) An executed copy of the Dealer Manager Agreement.
(24) The letters of Disclosure Counsel and Stradling Yocca Carlson & Rauth LLP, addressed to the Dealer Manager, pursuant to Section 8(c) and 8(d) of the Dealer Manager Agreement.
(25) Such additional legal opinions, certificates,
proceedings, instruments and other documents as the Underwriter, Underwriter’s Counsel or Bond Counsel may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of Closing, of the representations of the Authority and the City herein and of the statements and information contained in the Official Statement, and the due performance or satisfaction by the Authority and the City on or prior to the date of Closing of all agreements then to 4927-5570-0926v3/024450-0216 22
be performed and all conditions then to be satisfied by the Authority and the City in connection with the transactions contemplated hereby and by the Official Statement and the Financing Documents.
If the Authority shall be unable to satisfy the conditions to the Underwriter’s obligations contained in this Forward Delivery Purchase Contract or if the Underwriter’s obligations shall be terminated for any reason permitted herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the date of Closing by written notice to the Authority and neither the Underwriter nor the Authority shall have any further obligations hereunder, except that the respective obligations of the City, the Authority and the Underwriter set forth in Section 8 shall continue in full forth and effect.
7. Conditions to the Obligations of the Underwriter after Closing and on and prior to the date of Settlement. The Underwriter’s obligations under this Forward Delivery Purchase Contract to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties of the Authority and the City contained herein as of the date of Settlement, to the accuracy in all material respects of the statements of the officers and other officials of the Authority and the City made in any certificate or other document furnished pursuant to the provisions hereof, and to the performance by the Authority and the City of their obligations to be performed hereunder at or prior to the Settlement Date, including, without limitation, the Closing having been completed, and under such documents and instruments at or prior to the date of Settlement. The Underwriter’s obligations under this Forward Delivery Purchase Contract are and shall also be subject to the following conditions:
(a) The representations and warranties of the Authority and the City contained herein shall be true and correct on the date hereof and on the date of Settlement, as if made on and at the date of Settlement;
(b) As of the date of Settlement, the Financing Documents shall have been duly authorized, executed and delivered by the respective parties thereto, and the Official Statement shall have been duly authorized, executed and delivered by the Authority, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to in writing by the Underwriter, and such Financing Documents shall be in full force and effect and shall not have been amended, modified or supplemented and the Updated Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; and there shall be in full force and effect such resolution or resolutions of the Board of Directors of the Authority and the City Council of the City as, in the opinion of Bond Counsel, shall be necessary or appropriate in connection with the transactions contemplated hereby; (c) The Underwriter shall have the right to terminate their obligation to purchase the Bonds without liability therefor (evidenced by a written notice to the Authority terminating the obligation of the Underwriter to accept delivery of and make any payment for the Bonds), if at any time on or after Closing and on or prior to Settlement:
(1) there shall have been a Change in Law (defined
below);
(2) as a result of any legislation, regulation, ruling, order, release, court decision or judgment or action by the United States Department of 4927-5570-0926v3/024450-0216 23
the Treasury, the Internal Revenue Service, or any agency of the State either enacted, issued, effective, adopted or proposed, or for any other reason, Bond Counsel cannot issue an opinion to the effect that (a) the interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (or comparable provisions of any successor federal tax laws), and (b) the interest on the Bonds is exempt from the State of California income taxation;
(3) for any other reason, Bond Counsel cannot issue its approving opinion on the date of the Settlement in substantially the form attached to the Official Statement as Appendix F thereto;
(4) the Official Statement as of the date of Closing
contained, or the Updated Official Statement as of the date of Settlement contains, an untrue statement of material fact, or the Official Statement as of the date of Closing omitted, or the Updated Official Statement as of the date of the Settlement omits, to state a material fact necessary in order to make the statements and information contained therein, in the light of the circumstances under which they were made, not misleading in any material respect, which in either such event, the Authority and/or the City refuse to permit the Official Statement or the Updated Official Statement to be supplemented to correct or supply such statement or information, in substance and form reasonably satisfactory to the Underwriter, or the effect of the Official Statement or the Updated Official Statement as so corrected or supplemented is, in the reasonable judgment of the Underwriter, to materially adversely affect the market for the Bonds or the sale, at the contemplated offering price or prices (or yield or yields), by the Underwriter of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; (5) legislation shall be enacted, or a decision by a court of the United States shall be rendered, or any action shall be taken by, or on behalf of, the Securities Exchange Commission which, in the reasonable opinion of Underwriter with the advice of its counsel, following consultation with the Authority and the City, has the effect of requiring the Bonds to be registered under the Securities Act, as amended, or requires the qualification of the Indentures under the Trust Indenture Act of 1939, as amended, or an event shall occur which would cause the sale of the Bonds to be in violation of any provision of the federal or State of California securities laws or which would materially adversely affect the market for the Bonds or the sale, at the contemplated offering price or prices (or yield or yields), by the Underwriter of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds;
(6) a general banking moratorium shall have been
declared by federal, New York or State authorities having jurisdiction and shall remain in force as of the Settlement, or a material disruption in commercial banking or securities settlement or clearances services shall have occurred and shall remain in force as of the Settlement Date or other event shall occur the effect of which on the financial markets of the United States is, in the reasonable judgment of the Underwriter, to materially adversely affect the ability parties to successfully deliver and settle the Bonds on the Closing Date or the market for the Bonds or the sale, at 4927-5570-0926v3/024450-0216 24
the contemplated offering price or prices (or yield or yields), by the Underwriter of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds;
(7) an event of default shall have occurred and be
continuing under the Trust Indenture as of the Settlement Date or under any document authorizing obligations of the City on a parity with the 2026 Purchase Payments; or
(8) as of the Settlement Date, either Fitch Ratings, Inc. or and S&P Global Ratings no longer maintains a rating on the Bonds or such ratings have been withdrawn or suspended.
A “Change in Law” means (i) any change in or addition to applicable federal or state law, whether statutory or as interpreted by the courts, including any changes in or new rules, regulations or other pronouncements or interpretations by federal or state agencies, (ii) any legislation enacted by the Congress of the United States or recommended for passage by the President of the United States (whether or not such enacted or recommended legislation has a proposed effective date which is on or before the Settlement Date), (iii) any law, rule or regulation proposed or enacted by any governmental body, department or agency (whether or not such proposed or enacted law, rule or regulation has a proposed effective date which is on or before the Settlement Date), or (iv) any judgment, ruling or order issued by any court or administrative body, which in any such case, would, (A) as to the Underwriter, prohibit or impair (or have the retroactive effect of prohibiting or impairing, if enacted, adopted, passed or finalized) the Underwriter from purchasing the Bonds as provided in this Forward Delivery Purchase Contract, the Official Statement, and/or the Underwriter’s sale of the Bonds or beneficial ownership interests therein to the public or, (B) as to the Authority and the City, prohibit the issuance, sale or delivery of the Bonds (or have the retroactive effect of prohibiting such issuance, sale or delivery, if enacted, adopted, passed or finalized), (c) eliminate the exclusion from gross income of all of the interest on the Bonds (or have the retroactive effect of eliminating such exclusion if enacted, adopted, passed, or finalized). (d) At or prior to the date of Settlement, the Underwriter shall have received the following documents, in each case satisfactory in form and substance to the Underwriter:
(1) The Updated Official Statement and each supplement
or amendment, if any, thereto, executed by the Authority and approved by the City. (2) Copies of each of the Financing Documents, each duly executed and delivered by the respective parties thereto. (3) The unqualified approving opinion of Bond Counsel,
dated the date of Settlement and addressed to the Authority, in substantially the form attached to the Official Statement as Appendix F thereto. (4) The supplemental opinion of Bond Counsel dated the
date of Settlement and addressed to the Underwriter in substantially the form attached hereto as Exhibit A.
4927-5570-0926v3/024450-0216 25
(5) The opinion of Norton Rose Fulbright US LLP as
disclosure counsel dated the date of Settlement and addressed to the City, the Authority and the Underwriter in substantially the form attached hereto as Exhibit B.
(6) The opinion of the City Attorney of the City, as
counsel for the Authority, dated the date of Settlement and addressed to the Underwriter, in substantially the form attached hereto as Exhibit C. (7) The opinion of the City Attorney of the City, dated date of Settlement and addressed to the Underwriter, in substantially the form attached hereto as Exhibit D.
(8) The opinion of counsel to the Trustee, dated the date of Settlement and addressed to the Authority, the City and the Underwriter, to the effect that (i) the Trustee has duly authorized, executed and delivered the Trust Indenture and the Continuing Disclosure Agreement and duly authenticated and delivered the Bonds on date of Settlement; and (ii) the Trust Indenture and the Continuing Disclosure Agreement constitute the legally valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with their terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity.
(9) The opinion of Underwriter’s Counsel, dated the date of Settlement 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 Trust Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended, (ii) without passing upon and without assuming any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Updated Official Statement and making no representation that they have independently verified the accuracy, completeness or fairness of any such statements; in their capacity as counsel to the Underwriter during the course of the preparation of the Updated Official Statement, they participated in conferences with representatives of the Authority, the City, the City Attorney, as counsel to the Authority and the City, Norton Rose Fulbright US LLP, as bond counsel and disclosure counsel, Public Financial Management, Inc. as municipal advisor and the Underwriter, during which the contents of the Updated Official Statement and related matters were discussed and based on their participation in such conferences, and in reliance thereon and on the certificates, opinions and other documents they have reviewed, no information has come to the attention of the lawyers of such firm rendering professional legal services in connection with such representation that has caused them to believe that the Updated Official Statement as of its date and as of the date of Settlement (except for any financial statements or other financial or statistical data or forecasts, information concerning DTC, Cede & Co. and the book-entry system included therein, and the Appendices thereto, as to all of which they express no opinion or 4927-5570-0926v3/024450-0216 26
view) contains any untrue statement of a material fact 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; and (iii) assuming the due authorization, execution and delivery of the Continuing Disclosure Agreement by the parties thereto and the enforceability thereof, the Continuing Disclosure Agreement satisfies (b)(5)(i) of Rule 15c2-12 of the Securities Exchange Act. (10) A certificate or certificates, dated the date of
Settlement, signed by a duly authorized official of the Authority satisfactory to the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that (i) the representations and warranties of the Authority contained in this Forward Delivery Purchase Contract and the other Authority Documents are true and correct in all material respects on and as of the date of Settlement with the same effect as if made on the date of Settlement; (ii) there is no action, suit, proceeding, inquiry or investigation pending or, to the best knowledge of such official after reasonable investigation, threatened (a) to restrain or enjoin the execution, sale or delivery of any of the Bonds, (b) in any way affecting the validity of the Bonds or the Authority Documents or (c) in any way contesting the existence or powers of the Authority; and (iii) no event affecting the Authority has occurred since the date of the Updated Official Statement which either makes untrue or incorrect in any material respect as of the date of settlement any statement or information contained in the Updated Official Statement relating to the Authority or is not reflected in the Updated Official Statement but should be reflected therein in order to make the statements and information therein relating to the Authority not misleading in any material respect.
(11) A certificate or certificates, dated the date of
Settlement, signed by a duly authorized official of the City satisfactory to the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that (i) the representations and warranties of the City contained in this Forward Delivery Purchase Contract and the other City Documents are true and correct in all material respects on and as of the date of Settlement with the same effect as if made on the date of Settlement; (ii) there is no action, suit, proceeding, inquiry or investigation pending or, to the best knowledge of such official, threatened (a) to restrain or enjoin the payment of the 2026 Purchase Payments or the execution and delivery of the City Documents, (b) in any way contesting or affecting the validity of the City Documents or (c) in any way contesting the existence or powers of the City, nor to the best knowledge of such official after reasonable investigation, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would make invalid or materially adversely affect the authorization, execution, delivery or performance by the City of the foregoing; (iii) nothing has come to the City’s attention which would cause the City to believe that the Updated Official Statement (excluding the information under the caption “UNDERWRITING” concerning DTC and the bookentry system included therein and Appendices E and F thereto), as of the date thereof and the date of Settlement, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iv) since June 30, 202[5], except as referred to in or as 4927-5570-0926v3/024450-0216 27
contemplated by the Updated Official Statement, with respect to its Water System, the City has not incurred any financial liabilities, direct or contingent, or entered into any transactions and there has not been any adverse change in the condition, financial or physical, of the Water System, in any case that would materially and adversely affect the ability of the City to meet its obligations under the Installment Purchase Agreement.
(12) certificate, dated the date of Settlement, signed by a duly authorized official of the Trustee, satisfactory in form and substance to the Underwriter, to the effect that: (i) the Trustee is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into and perform its duties under the Trust Indenture and the Continuing Disclosure Agreement; (ii) the Trustee is duly authorized to enter into the Trust Indenture and the Continuing Disclosure Agreement and to authenticate and deliver the Bonds to the Underwriter pursuant to the terms of the Trust Indenture; (iii) the execution and delivery of the Trust Indenture and the Continuing Disclosure Agreement and compliance with the provisions on the Trustee’s part contained therein, and the authentication and delivery of the Bonds will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Trustee is a party or is otherwise subject (except that no representation, warranty or agreement is made with respect to any federal or state securities or Blue Sky laws or regulations), nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by the Trustee pursuant to the lien created by the Trust Indenture under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Trust Indenture; and (iv) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, served on, or, to the best knowledge of such officer, threatened against, the Trustee, affecting the existence of the Trustee or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the Trust Indenture against the Trustee, or contesting the power of the Trustee or its authority to enter into, adopt or perform its obligations under the Trust Indenture, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Trust Indenture against the Trustee or the authentication and delivery of the Bonds. (13) A certified copy of the general resolution of the
Trustee authorizing the execution and delivery of the Trust Indenture and the Continuing Disclosure Agreement.
(14) A certificate, dated the date of Settlement, signed by a duly authorized official of the Escrow Agent, satisfactory in form and substance to the Underwriter, to the effect that: (i) the Escrow Agent is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into and 4927-5570-0926v3/024450-0216 28
perform its duties under the Escrow Agreements; (ii) the Escrow Agent is duly authorized to enter into the Escrow Agreements; (iii) the execution and delivery of the Escrow Agreements and compliance with the provisions on the Escrow Agent’s part contained therein, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Escrow Agent is a party or is otherwise subject (except that no representation, warranty or agreement is made with respect to any federal or state securities or Blue Sky laws or regulations), nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by the Escrow Agent pursuant to the lien created by the Escrow Agreements under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Escrow Agreements; and (iv) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, served on, or, to the best knowledge of such officer, threatened against, the Escrow Agent, affecting the existence of the Escrow Agent or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the Escrow Agreements against the Escrow Agent, or contesting the power of the Escrow Agent or its authority to enter into, adopt or perform its obligations under the Escrow Agreements, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Escrow Agreements against the Escrow Agent.
(15) A certified copy of the general resolution of the
Escrow Agent authorizing the execution and delivery of the Escrow Agreements. (16) Certified copies of the resolutions of the Authority authorizing the issuance and sale of the Bonds and the execution and delivery of the Authority Documents and the Updated Official Statement. (17) Certified copies of the resolutions of the City
authorizing the execution and delivery of the City Documents and the Updated Official Statement.
(18) Evidence satisfactory to the Underwriter that ratings on the Bonds described in the Updated Official Statement are in full force and effect as of the date of Settlement.
(19) A copy of the audited financial statements of the
City’s Water Utility Fund included as Appendix A to the Official Statement. (20) Tax certifications by the Authority and the City in form and substance acceptable to Bond Counsel (or a supplement to the tax certifications delivered on the date of Closing).
4927-5570-0926v3/024450-0216 29
(21) Evidence that a federal tax information form 8038-G has been prepared for filing with respect to the Bonds. (22) A copy of the Notice of Final Sale required to be
delivered to the California Debt and Investment Advisory Commission pursuant to Section 8855 of the California Government Code.
(23) In the event amounts set aside for the payment or
redemption of the Refunded Bonds are to be invested, a verification report, or a supplement to the verification report delivered on the date of Closing, prepared by Samuel Klein and Company, Certified Public Accountants, as verification agent, and dated the date of Settlement, in connection with the Refunded Bonds. (24) A defeasance opinion of Bond Counsel relating to the defeasance of the Refunded Bonds, addressed to the Underwriter in form and substance acceptable to the Underwriter.
(25) The opinion of counsel to the Escrow Agent, dated the date of Settlement and addressed to the Authority, the City and the Underwriter, to the effect that (i) the Escrow Agent has duly authorized, executed and delivered the Escrow Agreements; and (ii) the Escrow Agreements constitutes the legally valid and binding obligation of the Escrow Agent, enforceable against the Escrow Agent in accordance with its terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity.
(26) Such additional legal opinions, certificates,
proceedings, instruments and other documents as the Underwriter, Underwriter’s Counsel or Bond Counsel may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of Settlement, of the representations of the Authority and the City herein and of the statements and information contained in the Official Statement, and the due performance or satisfaction by the Authority and the City on or prior to the date of Settlement of all agreements then to be performed and all conditions then to be satisfied by the Authority and the City in connection with the transactions contemplated hereby and by the Official Statement and the Financing Documents.
If the Authority shall be unable to satisfy the conditions to the Underwriter’s obligations contained in this Forward Delivery Purchase Contract or if the Underwriter’s obligations shall be terminated for any reason permitted herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the date of Settlement by written notice to the Authority and neither the Underwriter nor the Authority shall have any further obligations hereunder, except that the respective obligations of the City, the Authority and the Underwriter set forth in Section 8 shall continue in full forth and effect. 4927-5570-0926v3/024450-0216 30
8. Expenses.
(a) The Underwriter shall be under no obligation to pay, and the Authority or the City shall pay, any expenses incident to the performance of the Authority’s obligations hereunder including, but not limited to: (i) the cost of preparation, printing and distribution of the Financing Documents, the Preliminary Official Statement, the Official Statement, the Updated Official Statement and any supplements or amendments thereto, including a reasonable number of certified or conformed copies thereof; (ii) the cost of preparation and printing of the Bonds; (iii) the fees and disbursements of Bond Counsel and disclosure counsel; (iv) the fees and disbursements of any engineers, accountants and other experts, consultants or advisors retained by the Authority or the City; (v) fees for bond ratings (which include fees of rating agencies and travel expenses of the Authority or the City); and (vi) the Underwriter’s out-of-pocket expenses incurred with respect to the financing, including (a) air travel and hotel costs in connection with the pricing of the Bonds, any investor meetings, any rating agency trips and the Closing, (b) meals and transportation for the Authority and the City, the Underwriter and other working group personnel during such trips, (c) expenses related to attending working group meetings, such as parking, meals and transportation, and (d) any other miscellaneous costs related to the Closing. (b) The Underwriter shall pay: (i) the cost of preparation and printing of this Forward Delivery Purchase Contract and the Preliminary Blue Sky; (ii) all advertising expenses and Blue Sky filing fees in connection with the public offering of the Bonds; (iii) fees, if any, payable to the California Debt and Investment Advisory Commission, the Municipal Securities Rulemaking Board, the fees associated with obtaining CUSIP numbers for the Bonds, and fees of the Public Securities Association and the California Public Securities Association in connection with the execution and delivery of the Bonds; (iv) the fees of Digital Assurance Certification, L.L.C. for a continuing disclosure undertaking compliance review and (v) all other expenses incurred by them in connection with the public offering of the Bonds not outlined in (a) above, including the fees and disbursements of Underwriter’s Counsel.
(c) The City acknowledges that it has had an 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. The Authority and City acknowledge that certain expenses included in the expense component of the Underwriter’s discount are based on estimates.
9. Notices. Any notice or other communication to be given (i) to the Authority under this Forward Delivery Purchase Contract may be given by delivering the same in writing to the Authority, 200 South Anaheim Boulevard, Anaheim, California 92805, Attention: Secretary, (ii) to the City under this Forward Delivery Purchase Contract may be given by delivering the same in writing to the City, 200 South Anaheim Boulevard, Anaheim, California 92805, Attention: Public Utilities, Assistant General Manager — Finance and Energy Resources, and (iii) to the Underwriter under this Forward Delivery Purchase Contract may given by delivering the same in writing to the Underwriter: RBC Capital Markets LLC, _______________, Attention: ________..
10. Survival of Representations and Warranties. The Authority’s and the City’s representations, warranties and agreements contained in this Forward Delivery Purchase Contract or made in any certificate delivered hereunder shall remain operative and in full force and effect, regardless of: (i) any investigations or statements made by or on behalf of the Underwriter; and (ii) delivery of and payment for the Bonds pursuant to this Forward Delivery Purchase Contract. 4927-5570-0926v3/024450-0216 31
11. Effectiveness and Counterpart Signatures. This Forward Delivery Purchase Contract shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by duly authorized officers of the Authority and duly authorized officers of the City and shall be valid and enforceable as of the time of such acceptance. This Forward Delivery Purchase Contract 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.
12. Parties in Interest. This Forward Delivery Purchase Contract is made solely for the benefit of the Authority, the City and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof.
13. No Fiduciary. The Authority and the City each acknowledge and agree that (i) the purchase and sale of the Bonds pursuant to this Forward Delivery Purchase Contract is an arm’slength commercial transaction between the Authority, the City and the Underwriter, and that the Underwriter has financial and other interests that differ from those of the Authority and the City, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter are and have been acting solely as principals and are not acting as the municipal advisor, financial advisor, agent or other fiduciary of the Authority or the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Authority or the City with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or are currently providing other services to the Authority or the City on other matters) and the Underwriter has no obligation to the Authority or the City with respect to the offering contemplated hereby except the obligations expressly set forth in this Forward Delivery Purchase Contract, (iv) the Underwriter has financial and other interests that differ from those of the Borrower and the Issuer; and (v) the Authority and the City have consulted their own legal, financial and other advisors to the extent they have deemed appropriate.
14. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, THE
AUTHORITY, THE CITY AND THE UNDERWRITER HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY THE
AUTHORITY, THE CITY OR THE UNDERWRITER MAY HAVE IN ANY ACTION OR
PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS FORWARD DELIVERY PURCHASE CONTRACT OR ANY TRANSACTIONS RELATED HERETO. 4927-5570-0926v3/024450-0216 S-1
15. Headings. The headings of the sections of this Forward Delivery Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof.
16. Governing Law. This Forward Delivery Purchase Contract shall be construed in accordance with the laws of the State of California.
Very truly yours,
RBC CAPITAL MARKETS LLC, as
Underwriter
By:
Authorized Representative
Accepted:
ANAHEIM HOUSING AND PUBLIC
IMPROVEMENTS AUTHORITY
By:
Authorized Officer
CITY OF ANAHEIM
By:
Assistant General Manager
Finance and Energy Resources
ACCEPTED at _____ p.m. California time this
_____ day of _____, 2026
4927-5570-0926v3/024450-0216 I-1
SCHEDULE I
$__________
ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY
Revenue Refunding Bonds, Series 2026-B
(Water System Refunding) (Forward Delivery)
MATURITY SCHEDULE
Payment Dates
(October 1)*
Principal
Amount
Interest
Rate Yield Price
C Priced to par call on October 1, 20___
[* All 10% Test Maturities]
4927-5570-0926v3/024450-0216 I-2
Redemption of the 2026-B Bonds
Redemption of the 2026-B Bonds
Optional Redemption. The 2026-B Bonds maturing on or prior to October 1, 20__ are not subject to optional redemption prior to maturity. The 2026-B Bonds maturing on and after October 1, 20__ are subject to redemption, at the option of the City, in whole or in part in integral multiples of $5,000, on any date on or after October 1, 20__, from funds provided by the City for such purpose, upon notice as provided in the Indenture, at a price equal to the principal amount to be redeemed, plus accrued but unpaid interest to the redemption date, without premium.
Extraordinary Redemption. The 2026-B Bonds are subject to extraordinary redemption prior to maturity, at the option of the Authority at the direction of the City, in whole or in part on any date, at the principal amount of such 2026-B Bonds to be redeemed, without premium, plus accrued but unpaid interest to the redemption date, (i) from the net proceeds of insurance received by the City in the event of damage to or destruction of the Water System, if the City determines, in accordance with the Installment Purchase Agreement, not to apply such proceeds of insurance to Water System, and/or (ii) from the net proceeds of any condemnation award or proceeds received in lieu of condemnation if the City determines, in accordance with the Installment Purchase Agreement, not to apply such proceeds to the Water System. 4927-5570-0926v3/024450-0216 A-1
EXHIBIT A
FORM OF SUPPLEMENTAL OPINION OF
NORTON ROSE FULBRIGHT US LLP AS BOND COUNSEL
RBC Capital Markets, LLC, as Underwriter
Los Angeles, California
$__________
ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY
Revenue Refunding Bonds, Series 2026-B
(Water System Refunding) (Forward Delivery)
Ladies and Gentlemen:
This opinion is addressed to you, as the Underwriter, pursuant to Section [6(e)(4)][7(d)(4)] of the Forward Delivery Purchase Contract, dated _____, 2026 (the “Forward Delivery Purchase Contract”), between you and the Anaheim Housing and Public Improvements Authority (the “Authority”) and the City of Anaheim (the “City”), providing for the purchase of the $__________ Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2026-B (Water System Refunding) (Forward Delivery) (the “Bonds”). The Bonds are being issued pursuant to an Indenture of Trust, dated as of _____ 1, 2026 (the “Indenture”), by and among the Authority, the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture or, if not defined in the Indenture, in the Forward Delivery Purchase Contract. [In addition to the opinions set forth in our final legal opinion (the “Bond Opinion”) concerning the validity of the Bonds and certain other matters, dated the date hereof and addressed to the Authority (but which may be relied upon by you to the same extent as if such opinion were addressed to you), and based on and subject to the matters referred to in such Bond Opinion (which are hereby incorporated herein by reference), and in reliance thereon, as of the date hereof] 1 , we are
of the following opinions or conclusions:
1. [Assuming no change in law from that which is in effect on the date hereof, the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.]2 [The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.]
3 2. The Forward Delivery Purchase Contract has been duly executed and delivered by the Authority and the City and (assuming due authorization, execution and delivery by and validity against the Underwriter) is a valid and binding agreement of the Authority and the City, respectively. [The Continuing Disclosure Agreement has been executed and delivered by the City and (assuming 1 May be excluded from opinion delivered on the date of Closing. 2 To be included in the opinion delivered on the date of Closing. 3 To be included in the opinion delivered on the date of Settlement. 4927-5570-0926v3/024450-0216 A-2
due authorization, execution and delivery by and validity against the Trustee and the Dissemination Agent) is a valid and binding obligation of the City.]
1 We call attention to the fact that the rights and
obligations under the Forward Delivery Purchase Contract [and the Continuing Disclosure Agreement]
1 and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the possible unavailability of specific performance or injunctive relief, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public entities in the State of California. We express no opinion with respect to any indemnification, contribution, choice of law, choice of forum or waiver (including, without limitation, waiver of jury trial or consent to nonjury trial) provisions contained in the Forward Delivery Purchase Contract [or the Continuing Disclosure Agreement] 1 .
3. The statements contained in the [Official Statement][Updated Official Statement]4 under the captions “INTRODUCTION,” “PLAN OF FINANCE,” “FORWARD DELIVERY OF THE 2026-B BONDS,” “DESCRIPTION OF THE 2026 BONDS,” “SECURITY AND SOURCES OF PAYMENT FOR THE 2026 BONDS” and “TAX MATTERS,” and in APPENDIX D — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS,” APPENDIX E — “FORM OF CONTINUING DISCLOSURE AGREEMENT” and APPENDIX G — “FORM OF OPINION OF BOND COUNSEL,” insofar as such statements purport to summarize certain provisions of the Bonds, the Indenture, the Installment Purchase Agreement, the Escrow Agreements, the Continuing Disclosure Agreement and our Bond Opinion concerning certain federal tax matters relating to the Bonds, are accurate in all material respects.
This letter is delivered to you as Underwriter of the Bonds and is solely for your benefit as Underwriter and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. The provision of this opinion to you shall not create any attorney-client relationship between our firm and you. This opinion may not be relied upon by any other person, firm, corporation or other entity without our prior written consent, and we have no obligation to update this opinion.
Respectfully submitted,
4 To refer to Official Statement in opinion at date of Closing and Updated Official Statement in opinion at date of Settlement.
4927-5570-0926v3/024450-0216 A-3
SCHEDULE A
RBC Capital Markets, LLC
4927-5570-0926v3/024450-0216 B-1
EXHIBIT B
FORM OF OPINION OF NORTON ROSE FULBRIGHT US LLP
AS DISCLOSURE COUNSEL
Anaheim Housing and Public Improvements
Authority
200 South Anaheim Boulevard
Anaheim, California 92805
City of Anaheim
200 South Anaheim Boulevard
Anaheim, California 92805
RBC Capital Markets, LLC, as Underwriter
Los Angeles, California
$__________
ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY
Revenue Refunding Bonds, Series 2026-B
(Water System Refunding) (Forward Delivery)
Ladies and Gentlemen:
We have acted as Disclosure Counsel to the Anaheim Housing and Public Improvements Authority, a joint exercise of powers entity established under the Constitution and laws of the State of California (the “Authority”), in connection with the issuance by the Authority of the $__________ Anaheim Housing and Public Improvements Authority Revenue Bonds, Series 2026-B (Water System Refunding) (Forward Delivery) (the “Bonds”). The Bonds are being issued pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code and an Indenture of Trust, dated as of _____ 1, 2026 (the “Indenture”), by and among the Authority, the City of Anaheim (the “City”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Bonds are more fully described in the Official Statement of the Authority, dated _____, 2026 (the “Official Statement”)1. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Official Statement1.
In rendering this opinion, we have reviewed such records, documents, certificates and opinions, and made such other investigations of law and fact as we have deemed necessary or appropriate.
This opinion is limited to matters governed by the federal securities law of the United States, and we assume no responsibility with respect to the applicability or effect of the laws of any other jurisdiction.
In our capacity as Disclosure Counsel to the Authority, we have rendered certain assistance in connection with the preparation of [the Preliminary Official Statement and] 2 the Official
1 For opinion delivered on the date of Settlement, references to Official Statement will be to Updated Official Statement.
2 Opinion delivered on the date of Settlement may delete references to Preliminary Official Statement throughout. 4927-5570-0926v3/024450-0216 B-2
Statement1. Rendering such assistance involved, among other things, discussions and inquiries concerning various legal matters, review of certain records, documents and proceedings, and participation in meetings and telephone conferences with, among others, representatives of the Authority and the City, the City Attorney, PFM Financial Advisors, LLC, municipal advisor to the Authority and the City, the Underwriter and Underwriter’s Counsel, at which meetings and conferences the contents of the [Preliminary Official Statement and] 2 the Official Statement1and
related matters were discussed. On the basis of the information made available to us in the course of the foregoing (but without having undertaken to determine or verify independently, or assuming any responsibility for, the accuracy, completeness or fairness of any of the statements contained in [the Preliminary Official Statement and]
2 the Official Statement1), no facts have come to the attention of the personnel in our firm directly involved in rendering legal advice and assistance in connection with the preparation of [the Preliminary Official Statement and] 2 the Official Statement1 which cause
us to believe that [the Preliminary Official Statement, as of its date, or] 2 the Official Statement1as of
its date and as of the date hereof (excluding therefrom financial and statistical data; forecasts, projections, estimates, assumptions and expressions of opinions; statements relating to except for any financial statements or other financial or statistical data or forecasts and the information under the caption “UNDERWRITING” and information concerning The Depository Trust Company, Cede & Co. and the book-entry system included therein and statements contained in APPENDIX B — “AUDITED FINANCIAL STATEMENTS OF THE ANAHEIM WATER UTILITY FUND FOR THE FISCAL YEAR ENDED JUNE 30, 2025” thereto, as to all of which we express no view) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
During the period from the date of the Official Statement1to the date of this opinion, except for our review of the certificates and opinions regarding the Official Statement1delivered on the date hereof, we have not undertaken any procedures or taken any actions that were intended or likely to elicit information concerning the accuracy, completeness or fairness of any of the statements contained in [the Preliminary Official Statement and]
2 the Official Statement1.
We are furnishing this opinion to you, solely for your benefit. This opinion is rendered in connection with the transaction described herein, and may not be relied upon by you for any other purpose. This opinion shall not extend to, and may not be used, circulated, quoted, referred to, or relied upon by, any other person, firm, corporation or other entity without our prior written consent.
The delivery of this opinion shall not create any attorney-client relationship between our firm and the addressees hereof, other than the Authority and the City. Our engagement with respect to this matter terminates upon the delivery of this opinion to you at the time of the closing relating to the Bonds, and we have no obligation to update this opinion.
Respectfully submitted,
4927-5570-0926v3/024450-0216 C-1
EXHIBIT C
FORM OF OPINION OF AUTHORITY COUNSEL
RBC Capital Markets, LLC, as Underwriter
Los Angeles, California
$__________
ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY
Revenue Refunding Bonds, Series 2026-B
(Water System Refunding) (Forward Delivery)
Ladies and Gentlemen:
As City Attorney of the City of Anaheim (the “City”), acting as counsel to the Anaheim Housing and Public Improvements Authority (the “Authority”), a joint exercise of powers authority organized and existing pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California in connection with the issuance of the $__________ Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2026-B (Water System Refunding) (Forward Delivery) (the “Bonds”). [The Bonds are being issued pursuant to an Indenture of Trust, dated as of _____ 1, 2026 (the “Trust Indenture”), by and among the Authority, the City and U.S.
Bank Trust Company, National Association, as trustee (the “Trustee”).] 1 I have examined the
following documents: [(i) the Installment Purchase Agreement, dated as of _____ 1, 2026 (the “Installment Purchase Agreement”), by and between the Authority and the City, (ii) the Trust Indenture,]
1 (iii) the Forward Delivery Purchase Contract, dated ______, 2026 (the “Forward Delivery Purchase Contract”), by and among the Authority and RBC Capital Markets LLC, and the City, and (iv) the Official Statement, dated _____, 2026 (the “Official Statement”)2relating to the Bonds, and have made such other investigations of law and fact as I have deemed necessary to render the following opinion. Terms used herein and not defined shall have the meanings given such terms in the Forward Delivery Purchase Contract.
It is my opinion that:
(1) The Authority is a joint exercise of powers authority duly organized under the laws of the State of California.
(2) The resolution of the Authority (the “Resolution”) approving and authorizing the execution and delivery of the Trust Indenture, the Installment Purchase Agreement, and the Forward Delivery Purchase Contract and approving the execution, delivery and distribution of the Official Statement, by the Authority was duly adopted at a meeting of the Board of Directors of the Authority, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout.
1 To be excluded from opinion delivered on the date of Closing. 2 For the opinion delivered on the date of Settlement, references to the Official Statement will be to the Updated Official Statement.
4927-5570-0926v3/024450-0216 C-2
(3) The Authority has the necessary power and authority to execute and deliver the [Trust Indenture, the Installment Purchase Agreement and the]
1 Forward Delivery Purchase Contract.
(4) The Official Statement2has been duly authorized, executed and delivered, and [the Trust Indenture, the Installment Purchase Agreement and] 1 the Forward Delivery Purchase Contract
have been duly authorized, executed and delivered by the Authority and, assuming due authorization, execution and delivery by the other parties thereto, [the Trust Indenture, the Installment Purchase Agreement and]
1 the Forward Delivery Purchase Contract constitute legal, valid and binding agreements of the Authority, enforceable in accordance with [their][its] respective terms, subject [in each case] to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and the application of equitable principles if equitable remedies are sought and to the limitations on legal remedies against public agencies in the State of California. (5) The execution and delivery of [the Trust Indenture, the Installment Purchase Agreement and]
1 the Forward Delivery Purchase Contract by the Authority, and compliance by the Authority with the provisions thereof will not conflict with or constitute on the part of the Authority a breach of, or default under, the Joint Exercise of Powers Agreement, dated as of July 1, 2014, by and between the City and the Anaheim Housing Authority, or any agreement or other instrument to which the Authority is a party or by which it is bound or any existing law, regulation, court order or decree to which the Authority is subject.
(6) Except as described in the Official Statement2, no approval, consent or authorization of any governmental or public agency, authority or person is required for the execution, delivery and performance by the Authority of [the Trust Indenture, the Installment Purchase Agreement or] 1 the
Forward Delivery Purchase Contract which has not been obtained, provided that no opinion is expressed with respect to qualification under Blue Sky or other state securities laws. (7) Based upon my participation in the preparation of the Official Statement2and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement2, nothing has come to my attention which would cause me to believe that the Official Statement2(excluding therefrom the financial statements and the statistical data and the information concerning DTC, Cede & Co. and the book-entry system included therein, the information under the caption “UNDERWRITING” and the Appendices thereto, as to which no opinion is expressed), as of the date thereof and the [date of Closing][date of Settlement], contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(8) Except as described in the Official Statement2, to the best of my knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, public board or body, pending or threatened against or affecting the Authority or any of its officers in their respective capacities as such (nor to the best of my knowledge, is there any basis therefor), which questions the powers of the Authority in connection with the transactions contemplated by the Trust Indenture, the Installment Purchase Agreement, the Forward Delivery Purchase Contract or the Official Statement, or the validity of the proceedings taken by the Authority in connection with the authorization, execution or delivery of the Bonds, the Trust Indenture, the Installment Purchase Agreement, the Forward Delivery Purchase Contract, or wherein any unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the Trust Indenture, the Installment Purchase Agreement, the Forward Delivery Purchase Contract or the Official Statement, or which in 4927-5570-0926v3/024450-0216 C-3
any way would adversely affect the validity or enforceability of the Trust Indenture, the Installment Purchase Agreement, or the Forward Delivery Purchase Contract, or, in any material respect, the ability of the Authority to perform its obligations thereunder. (9) [The assignment of rights by the Authority to the Trustee pursuant to the Trust Indenture is effective to grant to the Trustee all of the rights granted thereby (including the right to receive payments paid by City under the Installment Purchase Agreement) free and clear of any lien or security interest or other claim of any third party or entity claiming by or through the Authority other than as set forth in the Official Statement]
1 .
I am furnishing this letter solely for your benefit as such Underwriter and is not to be used, circulated, quoted or otherwise referred to for any other purpose or by any other person. It is an expression of professional judgment regarding the legal matters addressed and not a guaranty that a court will reach any particular result. This opinion may not be relied upon by any other person, firm, corporation or other entity without our prior written consent, and I have no obligation to update this letter.
Very truly yours,
4927-5570-0926v3/024450-0216 D-1
EXHIBIT D
FORM OF OPINION OF CITY ATTORNEY
RBC Capital Markets, LLC, as Underwriter
Los Angeles, California
$___________
ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY
Revenue Refunding Bonds, Series 2026-B
(Water System Refunding) (Forward Delivery)
Ladies and Gentlemen:
As City Attorney of the City of Anaheim (the “City”), in connection with the issuance of the $__________ Anaheim Housing and Public Improvements Authority Revenue Refunding Bonds, Series 2026-B (Water System Refunding) (Forward Delivery) (the “Bonds”). [The Bonds are being issued pursuant to an Indenture of Trust, dated as of _____ 1, 2026 (the “Trust Indenture”), by and among the Anaheim Housing and Public Improvements Authority (the “Authority”), the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).] 1 I have examined the
following documents: [(i) the Installment Purchase Agreement, dated as of _____ 1, 2026 (the “Installment Purchase Agreement”), by and between the Authority and the City, (ii) the Trust Indenture, (iii) the Escrow Agreements, each dated as of _____ 1, 2026 (collectively, the “Escrow Agreements”), between the City and U.S. Bank Trust Company, National Association, as escrow agent, (iv) the Continuing Disclosure Agreement dated _____, 2026 (the “Continuing Disclosure Agreement”), by and among the City and the Trustee, as Dissemination Agent,] 1 (vi) the Forward
Delivery Purchase Contract, dated _____, 2026 (the “Forward Delivery Purchase Contract”), by and among the Authority, RBC Capital Markets, LLC, and the City, and (v) the Official Statement, dated _____, 2026 (the “Official Statement”)2relating to the Bonds, and have made such other investigations of law and fact as I have deemed necessary to render the following opinion. Terms used herein and not defined shall have the meanings given such terms in the Forward Delivery Purchase Contract.
It is my opinion that:
(1) The City is a municipal corporation of the State of California (the “State”), duly organized and validly existing under the City’s charter and the laws of the State. (2) The resolution of the City (the “Resolution”) approving and authorizing the execution and delivery of the Trust Indenture, the Installment Purchase Agreement, the Escrow Agreements, the Continuing Disclosure Agreement and the Forward Delivery Purchase Contract (collectively, the “City Documents”) and approving and authorizing the distribution of the Official Statement by the City was duly adopted at a meeting of the City Council of the City, which was called and held 1 To be excluded from opinion on the date of Settlement. 2 For opinion delivered on the date of Settlement, references to the Official Statement will be to the Updated Official Statement.
4927-5570-0926v3/024450-0216 D-2
pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout.
(3) The City has the necessary power and authority to execute and deliver the [Forward Delivery Purchase Contract][City Documents]3.
(4) The Official Statement2has been duly authorized by the City and [Forward Delivery Purchase Contract][City Documents]
3 have been duly authorized, executed and delivered by the City, and, assuming due authorization, execution and delivery by the other parties thereto, the [Forward Delivery Purchase Contract][City Documents]3constitute[s] the legal, valid and binding agreement[s] of the City enforceable in accordance with [its][their] terms, subject to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and to the application of equitable principles if equitable remedies are sought and to limitations on legal remedies against municipal corporations in the State.
(5) The execution and delivery of the City Documents by the City, and compliance by the City with the provisions thereof will not conflict with or constitute a breach of, or default under, any agreement or other instrument to which the City is a party or by which it is bound, or any existing law, regulation, court order or decree to which the City is subject or any provision of the laws of the State relating to the City and its affairs. (6) Except as described in the Official Statement2, no approval, consent or authorization of any governmental or public agency, authority or person is required for the execution, delivery and performance by the City of the City Documents which has not been obtained, provided that no opinion is expressed with respect to qualification under Blue Sky or other state securities laws.
Under the laws of the State, the City has the authority to determine, fix, impose and collect rates and charges for Water service and is not presently subject to the regulatory jurisdiction of any state, regional or local governmental regulatory authority and no legislation is proposed or pending to restrict or limit such rates and charges except as described in the Official Statement2. (7) Based upon my participation in the preparation of the Official Statement2and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement2, nothing has come to my attention which would lead me to believe that the Official Statement2(excluding therefrom the financial statements and the statistical data and the information concerning DTC, Cede & Co. and the book-entry system included therein, the information under the caption “UNDERWRITING” and Appendices B through F thereto, as to which no opinion is expressed) as of the date thereof and the [date of Closing][date of Settlement], contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(8) Except as described in the Official Statement2, to the best of my knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity, or before any court, public board or body, pending or threatened against or affecting the City or any of its officers in their respective capacities as such (nor to the best of my knowledge, is there any basis therefor), which questions the powers of the City in connection with the transactions contemplated by the City Documents or the Official Statement2, or the validity of the proceedings taken by the City in 3 City documents to be included at the date of Settlement. Forward Delivery Purchase Contract only at Closing. 4927-5570-0926v3/024450-0216 D-3
connection with the authorization, execution or delivery of the City Documents or wherein any unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the City Documents or the Official Statement2, or which, in any way, would adversely affect the validity or enforceability of the City Documents or, in any material respect, the ability of the City to perform its obligations thereunder.
I am furnishing this letter solely for your benefit as such Underwriter and is not to be used, circulated, quoted or otherwise referred to for any other purpose or by any other person. It is an expression of professional judgment regarding the legal matters addressed and not a guaranty that a court will reach any particular result. This opinion may not be relied upon by any other person, firm, corporation or other entity without our prior written consent, and I have no obligation to update this letter.
Very truly yours,
4927-5570-0926v3/024450-0216 E-1
EXHIBIT E
[FORM OF UNDERWRITER ISSUE PRICE CERTIFICATE]
$___________
ANAHEIM HOUSING AND PUBLIC IMPROVEMENTS AUTHORITY
Revenue Refunding Bonds, Series 2026-B
(Water System Refunding) (Forward Delivery)
ISSUE PRICE CERTIFICATE
The undersigned, RBC Capital Markets LLC, hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”) of the Anaheim Housing and Public Improvements Authority (the “Issuer”).
1. Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A.
2. Defined Terms.
(a) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(b) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.
The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (c) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the undersigned’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate with respect to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Norton Rose Fulbright US LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
4927-5570-0926v3/024450-0216 E-2
IN WITNESS WHEREOF, the undersigned has executed this certificate on this _____ day of ______, 2026.
RBC CAPITAL MARKETS LLC
By:
Name:
Title: ____________________________
4927-5570-0926v3/024450-0216 E-1-1
SCHEDULE A
SALE PRICES OF THE BONDS
(Attached)