HDW Draft: 7/7/2025
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$[Par Amount]
CITY OF BAKERSFIELD, CALIFORNIA
WASTEWATER REVENUE REFUNDING BONDS, SERIES 2025A
BOND PURCHASE AGREEMENT
August [6], 2025
City of Bakersfield
1600 Truxtun Avenue
Bakersfield, California
Ladies and Gentlemen:
BofA Securities, Inc. (the “Underwriter”) hereby offers to enter into this Bond Purchase Agreement (the “Purchase Agreement”) with the City of Bakersfield, a charter city duly organized and validly existing un der and pursuant to the laws of the State of California (the “ Issuer”), whereby the Underwriter will purchase and the Issuer will sell the Bonds (as defined and described below). The Underwriter is making this offer subject to the acceptance by the Issuer at or before 5:00 P.M., Pacific Daylight Time, on the date hereof. If the Issuer accepts this Purchase Agreement, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall bind both the Issuer and the Underwriter. The Underwriter may withdraw this Purchase Agreement upon written notice delivered by the Underwriter to the [Finance Director] of the Issuer at any time before the Issuer accepts this Purchase Agreement. Terms used but not defined in this Purchase Agreement are defined in the Indenture (as defined below).
1. PURCHASE AND SALE.
Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriter, all (but not less than all) of the following bonds: City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A (the “Bonds”), at the purchase price of $______________, representing the aggregate principal amount of the Bonds of $[Par Amount], less an Underwrit er’s discount of $____________ plus [net] original issue premium of $____________ . The Underwriter agrees to make an initial public offering of the Bonds at a price or prices described in Schedule I hereto; pro vided, however, the Underwriter reserves the right to change such initial public off ering prices as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the marketing of the Bonds (but in all cases subject to the requirements of Section 4 hereof), and may offer and sell the Bonds to certain dealers, unit investment trusts and money market funds, certain of which may be sponsored or managed by the Underwriter at prices lower than the public offering prices or yields greater than the yields set forth therein (but in all cases subject to the requirements of Section 4 hereof).
The Issuer acknowledges and agrees that: (i) the Underwriter is not acting as a municipal advisor within the meaning of Section 15B of the Securities Exchange Act, as amended, (ii) the 2 3987351.6 048274 AGMT
primary role of the Underwriter, as an Underwriter, is to purchase securities, for resale to investors, in an arm’s length commercial transaction between the Issuer and the Underwriter and the Underwriter has financial and other interests that differ from those of the Issuer; (iii) the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Issuer and has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussio ns, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Issuer on other matters); (iv) the only obligations the Underwriter has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement; and (v) the Issuer has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it has deemed appropriate.
2. DESCRIPTION AND PURPOSE OF THE BONDS.
The Bonds have been authorized pursuant to Section 33.3 of the Charter of the Issuer, the terms of Chapter 3.55 of the Municipal Code of the Issuer which incorporated certain provisions of the Revenue Bond Law of 1941 (section 54300 et. seq. of the California Government Code) and certain provisions of the laws of the State of California (the “ State”) (including Section 53580 et seq. of the Government Code of the State) (collectively, the “ Act”), Resolution N o. [______], adopted by the City Council of the Issuer on July [23], 2025 (the “Authorizing Resolution”), and a Master Trust Indenture, dated as of August 1, 2007 (the “Master Indenture”) by and between the Issuer and U.S. Bank Trust Company, National Association (“USBank”) (as successor in interest to U.S. Bank National Association) (the “ Trustee”), as supplemented by a Sixth Supplemental Trust Indenture (the “ Sixth Supplemental Indenture ”) dated as of [ August] 1, 2025 (the Master Indenture, as supplemented by the Sixth Supplemental Indenture being collectively referred to as the “Indenture”).
The proceeds of the sale of the Bonds will be used to (i) current refund and defease [all / a portion] of the outstanding City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2015A (the “ Refunded Bonds”), and (ii) pay certain costs of issu ance associated with the Bonds.
The Bonds will be secured under the provisions of the Act and the Indenture. The Bond s shall mature in the years, bear interest, be purchased at the prices and in the amounts, all as set forth in Schedule I attached hereto. The Authorized Denominations, Record Dates, Interest Payment Dates, and other details and particulars of the Bonds shall be as described in the Indenture and the Official Statement (as defined below) of the Issuer.
3. DELIVERY OF THE OFFICIAL STATEMENT AND OTHER DOCUMENTS. (a) The Issuer has approved and delivered or caused to be delivered to the Underwriter copies of the Preliminary Official Statement dated July [___], 2025 which, including the cover page and all appendices thereto, is herein referred to as the “ Preliminary Official Statement.” It is acknowledged by the Issuer that the Underwriter may deliver the Preliminary Official Statement and a final Official Statement (as hereinafter defined) electronically over the internet and in printed paper form. The Issuer deems the Preliminary Official Statement final as 3 3987351.6 048274 AGMT
of its date and as of the date hereof for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“ Rule 15c2 -12”), except for any information which is permitted to be omitted therefrom in accordance with paragraph (b)(1) of Rule 15c2-12. (b) Within seven (7) business days from the date hereof, and in any event not later than two (2) business days before the Closing Date (as defined herein), the Issuer shall deliver to the Underwriter a final Official Statement relating to the Bonds dated the date hereof (such Official Statement, including the cover page, and all appendices attached thereto, together with all information previously permitted to have been omitted by Rule 15c2 -12 and any amendments or supplements and statements incorporated by reference therein or atta ched thereto, as have been approved by the Issuer, Bond Counsel, Disclosure Counsel and the Underwriter, is referred to herein as the “ Official Statement ”) and such additional conformed copies thereof as the Underwriter may reasonably request in sufficient quantities to comply with Rule 15c2-12, rules of the MSRB and to meet potential customer requests for copies of the Official Statement. The Underwriter agrees to file a copy of the Official Statement, including any amendments or supplements thereto prepared by the Issuer, with the MSRB on its Electronic Municipal Markets Access (“EMMA”) system. The Official Statement shall be executed by and on behalf of the Issuer by an authorized officer of the Issuer. The Official Statement shall be in substantially t he same form as the Preliminary Official Statement and, other than information previously permitted to have been omitted by Rule 15c2 -12, the Issuer shall only make such other additions, deletions and revisions in the Official Statement which are approved by the Underwriter. The Issuer hereby agrees to deliver to the Underwriter an electronic copy of the Official Statement in a form that permits the Underwriter to satisfy its obligations under the rules and regulations of the MSRB and the U.S. Securities and Exchange Commission (“SEC”) including in a word-searchable .pdf format including any amendments thereto. The Issuer hereby ratifies, confirms and consents to and approves the use and distribution by the Underwriter before the date hereof of the Prelimin ary Official Statement and hereby authorizes and consents to the use by the Underwriter of the Official Statement and the Indenture in connection with the public offering and sale of the Bonds. (c) In order to assist the Underwriter in complying with Rule 15c2 -12, the Issuer will undertake, pursuant to the Continuing Disclosure Certificate, dated the Closing Date (the “ Disclosure Certificate ”), to provide annual financial information and notices of the occurrence of specified events. A description of the Disclosure Certificate is set forth in, a nd a form of such agreement is attached as an appendix to, the Preliminary Official Statement and the Official Statement.
4. ESTABLISHMENT OF ISSUE PRICE.
(a) The Underwriter agrees to assist the Issuer in establishing th e issue price of the Bonds and shall execute and deliver to the Issuer 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 A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer 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. [All actions to be taken by the Issuer under this section to establish the issue price of the Bonds may be taken on behalf of the Issuer by Fieldman, Rolapp & Associates, Inc., as the Issuer’s 4 3987351.6 048274 AGMT
municipal advisor (the “Municipal Advisor”) and any notice or report to be provided to the Issuer may be provided to the Municipal Advisor.]
(b) [Except as otherwise set forth in Schedule I attached hereto,] the Issuer 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. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue until the earlier of the date upon which (i) the 10% test has been satisfied as to the Bonds of that maturity or maturities, or (ii) the Closing Date. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedu le I also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shal l apply, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “ hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial of fering price to the public.
The Underwriter will advise the Issuer promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that:
(i) any selling group agreement and any third -party distribution agreement relating to the initial sale of the Bonds to the publ ic, 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 third-party distribution agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds 5 3987351.6 048274 AGMT
of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter, and
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker - dealer, the Underwriter shall assume that each order submitted by the dealer or broker -dealer is a sale to the public.
(ii) any selling group agreement 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 third-party 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 third - party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds o f that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold -the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Issuer acknowledges that, in making the representations set forth in this section, 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 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 a selling group agreement and the related pricing wires, and (ii) in the event that a third -party distribution agreement 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 issue price of the Bonds, including, but not limited to, its agreement to comply with t he 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 Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who i s 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 to comply with the requirements for establishing 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. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such 6 3987351.6 048274 AGMT
term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
(i) “public” means any person other than an underwriter or a related party, (ii) “underwriter” means (A) 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 (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 third -party distribution agreement participating in the initial sale of the Bonds to the public),
(iii) 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 (A) more than 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), (B) 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 (C) 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 an d the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) “sale date” means the date of execution of this Purchase Agreement by all parties.
5. REPRESENTATIONS. The Issuer rep resents to and agrees with the Underwriter that as of the date hereof:
(a) The Issuer is a charter city duly organized and validly existing, with full legal right, power and authority to issue, sell and deliver the Bonds to the Underwriter pursuant to the Indenture, and execute, deliver and perform its obligations, as the case may be, under this Purchase Agreement, the Indenture, the Bonds, the Escrow Agreement, dated [Closing Date] (the “Escrow Agreement ”), by and between the Issuer and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) , as Trustee and escrow agent (the “Escrow Agent”), and the Disclosure Certificate (collectively, the “Legal Documents”) and to perform and consummate all obligations and transactions required or contemplated by each of the Legal Documents and the Official Statement.
(b) The Authorizing Resolution approving and authorizing the execution and delivery by the Issuer of the Legal Documents and the offerin g, issuance and sale of the Bonds upon the terms set forth herein and in the Official Statement, was duly adopted at a meeting of the City Council of the Issuer called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed.
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(c) The Indenture and the Bonds conform to the descriptions thereof contained in the Preliminary Official Statement and the Official Statement and the Bonds, when duly issued and authenticated in accordance with the Indenture and delivered to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Issuer, entitled to the benefits of the Indenture and payable from the sources therein specified. (d) The Issuer has executed and delivered, or will execute and deliver on or before the Closing Date, each of the Legal Documents. Each of the Legal Documents constitutes, or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted. Each of the Legal Documents has been exe cuted and delivered, or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect.
(e) The Issuer is not in any material res pect in breach of or default under any applicable constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined below), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the adoption of the Autho rizing Resolution, the issuance, delivery and sale of the Bonds and the execution and delivery of the Legal Documents and compliance with and performance of the Issuer’s obligations therein and herein will not in any material respect conflict with, violate or result in a breach of or constitute a default under, any such applicable constitutional provision, law, administrative regulation or any Material Judgment or Agreement, 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 property or assets of the Issuer (except as described in or contemplated by the Legal Documents and the Preliminary Official Statement an d the Official Statement) or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used herein, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenture, bond, note or resolution or any material agreement or other instrument to which the Issuer is a party or to which the Issuer or any of its property or assets is otherwise subject (including, without limitation, the Act, the Authorizing Resolution and the Legal Documents).
(f) All approvals, consents and orders of any governmental authority, board, agency, council, commission or other body having jurisdiction which would constitute a condition precedent to the performance by the Issuer of its obligations hereunder and unde r the Legal Documents have been obtained; provided, that the Issuer makes no representations as to any approvals, consents or other actions which may be necessary to qualify the Bonds for offer and sale under Blue Sky or other state securities laws or regulations. (g) Any certificates executed by any officer of the Issuer and delivered to the Underwriter pursuant hereto or in connection herewith shall be deemed a representation and warranty of the Issuer as to the accuracy of the statements therein made. 8 3987351.6 048274 AGMT
(h) Between the date hereof and the time of the Closing, the Issuer shall not, without the prior written consent of the Underwriter, offer or issue in any material amount any bonds, notes or other obligations for borrowed money, or incur any material liabilities, di rect or contingent, except in the course of normal business operations of the Issuer or except for such borrowings as may be described in or contemplated by the Preliminary Official Statement and the Official Statement.
(i) The financial statements of the Issu er as of June 30, 2023 fairly represent the receipts, expenditures, assets, liabilities and cash balances of such amounts and, insofar as presented, other funds of the Issuer as of the dates and for the periods therein set forth. Except as disclosed in the Preliminary Official Statement and the Official Statement or otherwise disclosed in writing to the Underwriter, there has not been any materially adverse change in the financial condition of the Issuer or in its operations since June 30, 2023 and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change.
(j) Except for information which is permitted to be omitted pursuant to Rule 15c2-12(b)(1), the Preliminary Official Statement (excluding therefr om the information relating to DTC and its book -entry only system, under the captions “UNDERWRITING” and in Appendix E – “BOOK ENTRY SYSTEM” , as to which no representations or warranties are made), as of its date and as of the date hereof was and is true a nd correct in all material respects and did not and does not contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(k) The Official Statement is, as of its date and at all times after the date of the Official Statement (excluding therefrom the information relating to DTC and its book -entry only system, under the captions “UNDERWRITING” and in Appendix E – “BOOK ENTRY SYSTEM”, as to which no representations or warranties are made) up to and including the Closing Date will be, true and correct in all material respects and will not contain any untrue or misleading statement of a material fact or omit to s tate any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (l) If the Official Statement is supplemented or amended, at the time of each supplement or amendment thereto and (un less subsequently again supplemented or amended) at all times subsequent thereto up to and including that date that is 25 days from the “end of the underwriting period” (as defined in Rule 15c2 -12), the Official Statement as so supplemented or amended will be true and correct in all material respects 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 the light of the circumstances under which they were made, not misleading. (m) If between the date hereof and the end of the underwriting period, any event shall occur which might or would cause the Official Statement, as then supplemented or amended, to 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 Issuer shall notify the Underwriter thereof, and if, in the reasonable opinion of the Issuer or the Underwriter, following consultation with the other party thereto, such event requires 9 3987351.6 048274 AGMT
the preparation and publication of a supplement or amendment to the Official Statement, the Issuer shall promptly (and in any event before the Closing) prepare and furnish (at the expense of the Issuer) a reasonable number of copies of an amendment of or supplement to the Official Statement in form and substance satisfactory to the Underwriter.
(n) Except as described in the Preliminary Official Statement and Official Statement, no litigation, proceeding or official investigation of any governmental or judicial body is pending against the Issuer or against any other party of which the Issuer has notice or, to the knowledge of the Issuer, threatened against the Issuer: (i) seeking to restrain or enjoin the issuance, sale or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, (ii) in any way contesting or affecting any authority for the issuance of the Bonds or the validity or binding effect of any of the Legal Documents, (iii) which is in any way contesting the creation, existence, powers or jurisdiction of the Issuer or the validity or effect of the Indenture or any provision thereof or the application of the proceeds of the Bonds, (iv) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or (v) which, if adversely determined, could materially adversely affect t he financial position or operating condition of the Issuer or the transactions contemplated by the Preliminary Official Statement and Official Statement or any of the Legal Documents. The Issuer shall advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Preliminary Official Statement or the Official Statement in connection with the offering, sale or distribution of the Bonds. (o) Except as disclosed in the Preliminary Official Statement and the Official Statement, d uring the last five years, the Issuer has not failed to materially comply with any previous undertaking relating to continuing disclosure of information pursuant to Rule 15c2-12. (p) The Issuer, to the best of its knowledge, has never been and is not in default in the payment of principal of, premium, if any, or interest on, or otherwise is not nor has it been in default with respect to, any bonds, notes, or other obligations payable from Net Revenues which it has issued, assumed or guaranteed as to payment of principal, premium, if any, or interest.
All representations, warranties and agreements of the Issuer shall remain operative and in full force and effect, regardless of any investigations made by the Underwriter or on the Underwriter’s behalf, and shall survive the delivery of the Bonds.
6. CLOSING.
At [8:00] A.M., Pacific Daylight Time, on August [21], 2025, or at such other time or date as the Underwriter and the Issuer may mutually agree upon as the date and time of the Closing (the “Closing Date”), the Issuer will deliver or cause to be delivered to the Underwriter, at the offices of Kutak Rock LLP (“Bond Counsel”), Irvine, California, or at such other place as the Underwriter and the Issuer may mutually agree upon, the Bonds, through the facilities of The Depository Trust Company, New York, New York (“ DTC”), duly executed and authenticated, and the other documents specified in Section 7. At the Closing, (a) upon satisfaction of the conditions herein specified, the Underwriter shall accept the delivery of the Bonds, and pay the purchase price therefor in federal funds payable to the order of the Trustee for the account of the Issuer and (b) the 10 3987351.6 048274 AGMT
Issuer shall deliver or cause to be delivered the Bonds to the Underwriter through the facilities of DTC in definitive or temporary form, duly executed by the Issuer and in the authorized denominations as specified by the Underwriter at the Closing and the Issuer shall deliver the other documents hereinafter mentioned. The Bonds shall be made available to the Underwriter at least one (1) business day before the Closing Date for purposes of inspection.
7. CONDITIONS PRECEDENT.
The Underwriter has entered into this Purchase Agreement in reliance upon the representations and agreements of the Issuer contained herein and the performance by the Issuer of its obligations hereunder, both as of the date hereof and as of the Closing Date. The Underwriter’s obligations under this Purchase Agreement are and shall be subject to the following further conditions:
(a) The representations of the Issuer contained herein shall be true, complete and correct in all material respects on the date of acceptance hereof and on and as of the Closing Date.
(b) At the time of the Closing, the Official Statement, the Authorizing Resolution and the Legal Documents shall be in full force and effect and shall not have been amended, modified or supplemented except as may have bee n agreed to in writing by the Underwriter.
(c) The Issuer shall perform or have performed all of its obligations required under or specified in the Authorizing Resolution, the Legal Documents and the Official Statement to be performed at or prior to the Closing.
(d) The Issuer shall have delivered to the Underwriter final Official Statements by the time, and in the numbers, required by Section 3 of this Purchase Agreement. (e) As of the date hereof and at the time of Closing, all necessary official action of the Issuer relating to the Legal Documents and the Official Statement shall have been taken and shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect.
(f) After the date hereof, up to and including the time of the Closing, there shall not have occurred any change in or particularly affecting the Issuer, the Act, the Authorizing Resolution, the Legal Documents or the Net Revenues as the foregoing matters are described in the Preliminary Official Statement and the Official Statement, which in the reasonable judgment of the Underwriter materially impairs the investment quality of the Bonds. (g) At or prior to the Closing, the Underwriter shall receive the following documents (in each case with only such changes as the Underwriter shall approve):
i. The approving opinion(s) of Bond Counsel relating to the Bonds, dated the Closing Date, substantially in the form attached as Appendix [D] to the Official Statement, and, if not otherwise directly addressed to the 11 3987351.6 048274 AGMT
Underwriter, a reliance letter with respect thereto addressed to the Underwriter;
ii. The supplemental opinion of Bond Counsel, addressed to the Underwriter, dated the Closing Date, in substantially the form of Exhibit B; iii. A letter, dated the Closing Date and addressed to the Underwriter, from Best Best & Krieger LLP, Disclosure Counsel, in substantially the form of Exhibit C;
iv. The opinion of the City Attorney of the Issuer, dated the date of the Closing and addressed to the Underwriter, in substantially the form of Exhibit D; v. The opinion of Dorsey & Whitney LLP, counsel to the Trustee and Escrow Agent, dated the date of the Closing and addressed to the Underwriter, to the effect that:
1. USBank is a national banking association duly organized, validly existing and in good standing under the laws of the United States having full power and authority and being qualified to enter into, accept and administer the trust created under the Indenture and the other Legal Documents to which it is a party and to enter int o such Indenture and other Legal Documents;
2. The Legal Documents to which it is a party have been duly authorized, executed and delivered by USBank and constitute the legal, valid and binding obligations of USBank enforceable against USBank in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors’ rights generally and by the application of equitable principles if equitable remedies are sought;
3. The execution, delivery and performance of the Indenture and the other Legal Documents to which USBank is a party will not conflict with or cause a default under any law, ruling, agreement, administrative regulation or other instrument by which USBank is bound;
4. All authorizations and approvals required by law and the articles of association and bylaws of USBank in order for USBank to execute and deliver and perform its obligations under the Indenture and the other Legal Documents to which it is a par ty have been obtained; and
5. No action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or 12 3987351.6 048274 AGMT
body, is pending or threatened in any way affecting the existence of USBank or the titles of i ts directors or officers to their respective offices, or seeking to restrain or enjoin the issuance, sale or delivery of the Bonds or the application of proceeds thereof in accordance with the Indenture, or in any way contesting or affecting the Bonds or the Indenture or the other Legal Documents to which USBank is a party;
vi. The opinion of Hawkins Delafield & Wood LLP, counsel to the Underwriter, dated the date of the Closing and addressed to the Underwriter, and covering such matters as the Underwriter may reasonably request;
vii. A certificate, dated the Closing Date, signed by the Finance Director of the Issuer to the effect that: (a) the representations and agreements of the Issuer contained herein are true and correct in all material respects as of the date of the Closing; (b) the Legal Documents have been duly authorized and executed and are in full force and effect; (c) except as described in the Preliminary Official Statement as of its date and as of the date hereof and the Official Statement, no litigation is pending or, to his or her knowledge, threatened (i) seeking to restrain or enjoin the issuance or delivery of any of the Bonds, (ii) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Authorizing Resolution or any Legal Document, (iii) in any way contesting the creation, existence or powers of the Issuer or the validity or effect of the Act or any provision thereof or the application of the proceeds of the Bonds, or (iv) which, if adver sely determined, could materially adversely affect the financial position or operating condition of the Issuer or the transactions contemplated by the Preliminary Official Statement as of its date and as of the date hereof and the Official Statement as of its date and as of the Closing Date or any Legal Document; and (d) the Official Statement (other than the information concerning DTC and the book -entry system or under the captions “UNDERWRITING” and in Appendix E – “Book-Entry System) is true and correct in all material respects and does 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.
viii. A certificate, dated the Closing Date, signed by the Finance Director of the Issuer, in form and substance satisfactory to the Underwriter, to the effect that (i) the financial statements of the Issuer as of June 30, 2023 fairly represents the receipts, expenditures, assets, liabilities and cash balances of such amounts and, insofar as presented, other funds of the Issuer as of the dates and for the periods therein set forth and (ii) except as disclosed in the 13 3987351.6 048274 AGMT
Preliminary Official Statement and the Official Statement, since June 30, 2023, no materially adverse change has occurred, or any development involving a prospective material change, in the financial position or results of operations of the Issuer and the Issuer has n ot incurred since June 30, 2023, any material liabilities other than in the ordinary course of business or as set forth in or contemplated by the Preliminary Official Statement and the Official Statement;
ix. Executed or certified copies of the Indenture;
x. Executed or certified copies of each other Legal Document;
xi. A Tax Certificate of the Issuer, in form satisfactory to Bond Counsel, executed by such officials of the Issuer as shall be satisfactory to the Underwriter;
xii. A certified copy of the Authorizing Resolution;
xiii. Evidence satisfactory to the Underwriter that the Bonds have been rated [____] by S&P Global Ratings (“S&P”);
xiv. A Verification Report issued by Causey Public Finance, LLC, satisfactory to the Issuer and Bond Counsel;
xv. A defeasance opinion of Bond C ounsel, dated the date of Closing, with respect to the Refunded Bonds;
xvi. Evidence of required filings with the California Debt and Investment Advisory Commission (“CDIAC”);
xvii. A certificate of an authorized officer of USBank, as T rustee and Escrow Agent, dated as of the Closing Date, to the effect that: (a) USBank is a national banking association organized and existing under and by virtue of the laws of the United States, having the full power and being qualified to enter into and perform its duties under the Indenture and the Escrow Agreement and to authenticate and deliver the Bonds to the Underwriter; (b) USBank is duly authorized to enter into the Indenture and the Escrow Agreement and to authenticate and deliver the Bonds to the Underwriter pursuant t o the Indenture; (c) when delivered to and paid for by the Underwriter at the Closing, the Bonds will have been duly authenticated and delivered by USBank; (d) the execution and delivery of the Indenture and the Escrow Agreement and compliance with the pro visions on USBank’s part contained therein, will not conflict with or constitute a 14 3987351.6 048274 AGMT
breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, note, resolution, agreement or other instrument to which USBank 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), which conflict, breach or default would materially impair the ability of USBank to perform its obligations under the Indenture or the Escrow Agreement, 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 USBank pursuant to the lien created by the Indenture under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instru ment, except as provided by the Indenture; and (e) to the best of the knowledge of USBank, it has not been served with any action, suit, proceeding, inquiry or investigation in law or in equity, before or by any court, governmental agency, public board or body, nor is any such action or other proceeding threatened against USBank, affecting the existence of USBank, or the titles of its officers to their respective offices or seeking to prohibit, restrain, or enjoining the execution and delivery of the Bonds or the collection of revenues to be applied to pay the principal, premium, if any, and interest with respect to the Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the Indenture or the Escrow Agreement, or contesting the powers of USBank or its authority to enter into, adopt or perform its obligations under any of the foregoing to which it is a party, wherein an unfavorable decision, ruling or funding would materially adversely affect the validity or enforceability of the Indenture or the power and authority of USBank to enter into and perform its duties under the Indenture or the Escrow Agreement and to authenticate and deliver the Bonds to or upon the order of the Underwriter;
xviii. Evidence that a Form 8038 -G relating to the Bonds has been executed by the Issuer and will be filed with the Internal Revenue Service (the “IRS”) within the applicable time limit:
xix. A copy of the Blue Sky Survey with respect to the Bonds;
xx. A copy of the Issuer’s executed Blanket Le tter of Representation s to The Depository Trust Company; and
xxi. Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter, counsel for the Underwriter or Bond Counsel may reasonably request to evidence compliance by the Issuer with 15 3987351.6 048274 AGMT
legal requirements, the truth and accuracy, as of the time of Closing, of the representations of the Issuer herein contained and the due performance or satisfaction by the Issuer at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Issuer and all conditions precedent to the issuance of additional Bonds pursuant to the Indenture shall have been fulfilled.
8. TERMINATION.
If the Issuer shall be unable to satisfy the conditions of the Underwriter’s obligations contained in this Purchase Agreement or if the Underwriter’s obligations shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement may be cancelled by the Underwriter at, or at any time before, the time of the Closing. Notice of such cancellation shall be given by the Underwriter to the Issuer in writing, or by telephone confirmed in writing. The performance by the Issuer of any and all conditions contained in this Purchase Agreement for the benefit of the Underwriter may be waived by the Underwriter. (a) The Underwriter shall also have the right, before the time of Closing, to cancel its obligations to purchase the Bonds, by wri tten notice by the Underwriter to the Issuer, if between the date hereof and the time of Closing:
(i) Any event or circumstance occurs or information becomes known, which, in the reasonable judgment of the Underwriter, makes untrue any statement of a mater ial fact set forth in the Official Statement or results in an omission to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; or
(ii) The market for the Bonds or the market prices of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds shall have been materially and adversely affected, in the reasonable judgment of the Underwriter, by:
(1) An amendment to the Constitution of the U nited 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 the 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 (whether or not then introduced) 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 16 3987351.6 048274 AGMT
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 Issuer or upon interest received on obligations of the general character of the Bonds which, in the reasonable judgment of the Underwriter, may have the purpose or effect, directly or, indirectly, of affecting the tax status of the Issuer, its property or income, its securities (including the Bonds) or the interest thereon, or any tax exemption granted or authorized by State of California legislation; or
(2) The declaration of war or engagement in or escalation of military hostilities by the United States or the occurrence of any other national emergency or calamity or terrorism affecting the operation of the government of, or the financial community in, the United States; or
(3) The declaration of a general banking moratorium by federal, New York or California authorities; or
(4) The occurrence of a major financial crisis, a material disruption in commercial banking or securitie s settlement or clearance services, or a material disruption or deterioration in the fixed income or municipal securities market; or (5) Additional material restrictions not in force or being enforced as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; or (6) The general suspension of trading on any national securities exchange; or
(iii) 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 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 the Bonds, other securities of the Issuer or obligations of th e general character of the Bonds are not exempt from registration under the 1933 Act, or that the Indenture is not exempt from qualification under the Trust Indenture Act; or
(iv) Any change in or particularly affecting the Issuer, the Act, the Authorizing Resolution, the Legal Documents or the Net Revenues as the foregoing matters are described in 17 3987351.6 048274 AGMT
the Preliminary Official Statement or the Official Statement, which in the reasonable judgment of the Underwriter materially impairs the investment quality of the Bonds; or (v) An order, decree or injunction of any court of competent jurisdiction, 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, in cluding any or all underlying obligations, as contemplated hereby or by the Preliminary Official Statement or the Official Statement, is or would be in violation of any applicable law, rule or regulation, including (without limitation) any provision of applicable federal securities laws as amended and then in effect; or (vi) A stop order, ruling, regulation or official statement by the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made or any other event occurs, the effect of which is that the issuance, offering or sale of the Bonds, or the execution and delivery of any Legal Documents, as contemplated hereby or by the Preliminary Official Statement or the Official Statement, is or would be in violation of any applicable law, rule or regulation, including (without limitation) any provision of applicable federal securities laws, including the 1933 Act, the Securities Exchange Act of 1934 or the Trust Indenture Act, each as amended and as then in effect; or
(vii) Any material adverse change or any development involving a prospective change in or affecting the business, properties or financial condition of the Issuer, except for changes which the Preliminary Official Statement and Official Statement discl oses are expected to occur.
(viii) Any litigation shall be instituted or be pending at the time of the Closing to restrain or enjoin the issuance, sale or delivery of the Bonds, or in any way contesting or affecting any authority for or the validity of the proceedings authorizing and approving the Act, the Authorizing Resolution, the Legal Documents or the existence or powers of the Issuer with respect to its obligations under the Legal Documents; or
(ix) A reduction or withdrawal by S&P of its assigned rat ing on the Bonds, or, as of the Closing Date, the failure by S&P to assign the rating of [____], to the Bonds.
9. AMENDMENTS TO OFFICIAL STATEMENT.
During the period commencing on the Closing Date and ending twenty-five (25) days from the end of the underwriting period, the Issuer shall advise the Underwriter if any event relating to or affecting the Official Statement shall occur as a result of which it may be necessary or appropriate to amend or supplement the Official Statement in order to make the Official Statement not misleading in light of the circumstances existing at the time it is delivered to a purchaser or “potential customer” (as defined for purposes of Rule 15c2 -12). If the Official Statement is supplemented or amended, at the time of each supp lement or amendment thereto and at all times subsequent thereto up to and including that date that is 25 days from the end of the “underwriting period” (as defined in Rule 15c2-12), the Official Statement as supplemented or amended will not contain any unt rue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and shall amend or supplement the Offici al Statement (in 18 3987351.6 048274 AGMT
form and substance satisfactory to counsel for the Underwriter) so that the Official Statement will not contain any 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 under which they were made, not misleading.
10. EXPENSES.
All expenses and costs of the Issuer incident to the performance of its obligations in connection with the authorization, issuance and sale of the Bonds to the Underwriter, including the costs of printing or reproduction of the Bonds, the Legal Documents and the Official Statement in reasonable quantities, fees of consultants, fees of rating agencies, advertising expenses, fees and expenses of the Trustee and its counsel and fees and expenses of counsel to the Issuer and Bond Counsel, shall be paid by the Issuer from the proceeds of the Bonds or other revenues of the Issuer.
The Issuer shall be solely responsible for and shall pay for any expenses incurred by the Underwriter on behalf of the Issuer’s employees and representatives which are incidental to implementing this Purchase Agreement, including, but not limited to, meals, transportation, lodging, and entertainment of those employees and representatives. All other ex penses and costs of the Underwriter incurred under or pursuant to this Purchase Agreement, including, without limitation, the cost of preparation and printing of any Blue Sky memorandum to be used by them, the cost of preparing this Purchase Agreement and other Underwriter documents, travel expenses and the fees and expenses of counsel to the Underwriter, shall be paid by the Underwriter (which may be included as an expense component of the Underwriter’s discount).
11. USE OF DOCUMENTS.
The Issuer hereby authorizes the Underwriter to use, in connection with the public offering and sale of the Bonds, this Purchase Agreement, the Preliminary Official Statement, the Official Statement and the Legal Documents, and the information contained herein and therein.
12. QUALIFICATION OF SECURITIES.
The Issuer will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request 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 to provide for the continuance of s uch qualification; provided, however, that the Issuer will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any state.
13. NOTICES.
Any notice or other communication to be given to the Issuer under this Purchase Agreement may be given by delivering the same in writing to the Issuer’s [Finance Director] at the address set forth above , and any such notice or other communication to be given to the Underwriter may be given by d elivering the same in writing to BofA Securities, Inc., 555 California Street, Suite 610, San Francisco, California 94104, Attention: Holly Vocal.
14. BENEFIT.
19 3987351.6 048274 AGMT
This Purchase Agreement is made solely for the benefit of the Issuer and the Underwriter (including their successors or assigns) and no other person, partnership, association or corporation shall acquire or have any right hereunder or by virtue hereof. Except as otherwise expressly provided herein, all of the agreements and representations of the Issuer contained in this Purchase Agreement and in any certificates delivered pursuant hereto shall remain operative and in full force and effect regardless of: (i) any investigation made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds hereunder; or (iii) any termination of this Purchase Agreement, other than pursuant to Section 8 (and in all events the agreements of the Issuer pursuant to Section 10 hereof shall remain in full force and effect notwithstanding the termination of this Pu rchase Agreement under Section 8 hereof).
15. GOVERNING LAW. This Purchase Agreement shall be deemed to be a contract under, and for all purposes shall be governed by, and construed and interpreted in accordance with, the laws of the State of California without regard to choice of law rules ; provided, however, that the obligations of the Underwriter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
HDW Draft: 7/7/2025
3987351.6 048274 AGMT
16. MISCELLANEOUS.
(a) This Purchase Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements, prior writings and representations with respect thereto.
(b) This Purchase Agreement may be executed in several counterparts, each of which shall be deemed an original hereof.
Very truly yours,
BOFA SECURITIES, INC.,
as Underwriter
By:________________________
Name:
Title:
Approved and Agreed to: ____________, 2025
CITY OF BAKERSFIELD
By:________________________
Name:
Title:
[SIGNATURE PAGE TO BOND PURCHASE AGREEMENT]
I-1
3987351.6 048274 AGMT
SCHEDULE I
MATURITY SCHEDULE AND
REDEMPTION PROVISIONS
$[Par Amount]
CITY OF BAKERSFIELD, CALIFORNIA
WASTEWATER REVENUE REFUNDING BONDS, SERIES 2025A
Maturity
(September
15)
Principal
Amount Interest Rate Price Yield
10% Test
Satisfied
(Y/N)
C Priced to call at par on _________.
3987351.6 048274 AGMT A-1
EXHIBIT A
$[Par Amount]
CITY OF BAKERSFIELD, CALIFORNIA
WASTEWATER REVENUE REFUNDING BONDS, SERIES 2025A
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of BofA Securities, Inc. (“BofA Securities ”), hereby certifies as set forth below with respect to the sale and is suance of the above -captioned obligations (the “Bonds”).
[Select appropriate provisions below]
1. [Alternative 11 – All Maturities Use General Rule : 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 of the Bonds was sold to the Public is the respective price listed in Schedule A.][Alternative 2 2 – Select Maturities Use General Rule : Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule A.]
2. Initial Offering Price of the [Bonds] [Hold-the-Offering-Price Maturities]. a) [Alternative 13 – All Maturities Use Hold-the-Offering-Price Rule: BofA Securities offered the Bonds to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A co py of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.] [Alternative 2 4 – Select Maturities Use Hold -the-Offering-Price Rule : BofA Securities offered the Hold -the-Offering-Price Maturities to the Pu blic for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B.]
b) [Alternative 1 – All Maturities use Hold-the-Offering-Price Rule: As set forth in the Bond Purchase Agreement, BofA Securities has agreed in writing that, (i) f or each Maturity of the Bonds, it would neither offer nor sell any of the unsold Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during
1 If Alternative 1 is used, delete the remainder of paragraph 1 and all of paragraph 2 and renumber paragraphs accordingly.
2 If Alternative 2 is used, delete Alternative 1 of paragraph 1 and use each Alternative 2 in paragraphs 2(a) and (b).
3 If Alternative 1 is used, delete all of paragraph 1 and renumber paragraphs accordingly. 4 Alternative 2(a) of paragraph 2 should be used in conjunction with Alternative 2 in paragraphs 1 and 2(b).
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the Holding Period for such Maturity (the “hold-the offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. BofA Securities has not offered or sold any Maturity of the unsold Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.] [Alternative 2 - Select Maturities Use Hold-the-Offering-Price Rule: As set forth in the Bond Purchase Agreement, BofA Securities has agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the unsold Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering- price rule”), and (ii) any selling group agreement shall contain the agre ement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold -the-offering-price rule. BofA Securities has not offered or sold any unsold Bonds of any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.]
3. Defined Terms.
[(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”]
[(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.”] [(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (August [6], 2025), or (ii) the date on which the BofA Securities has sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.] (d) Issuer means the City of Bakersfield.
(e) 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.
(f) Public means any person (inclu ding 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 means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is August [6], 2025.
3987351.6 048274 AGMT A-3
(h) 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 BofA Securities’ 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 and with respect to compliance with the federal income tax rules affecting the Bonds, and by Kutak Rock 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 Internal Revenue Service Form 8038[-G][-GC][-TC], and other federal income tax advice it may give to the Issuer from time to time relating to the Bonds. The representations set forth herein are not necessarily based on personal knowled ge and, in certain cases, the undersigned is relying on representations made by the other members of the Underwriting Group.
BofA SECURITIES, INC.
By:
Name:
Title:
Dated: [ISSUE DATE]
3987351.6 048274 AGMT A-4
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND
INITIAL OFFERING PRICES OF THE
HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)
3987351.6 048274 AGMT A-5
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
3987351.6 048274 AGMT B-1
EXHIBIT B
FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL
[Closing Date]
City of Bakersfield
Bakersfield, California
BofA Securities, Inc.
Los Angeles, California
$________
CITY OF BAKERSFIELD, CALIFORNIA
WASTEWATER REVENUE REFUNDING BONDS
SERIES 2025A
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance and sale by the City of Bakersfield, California (the “ City”) of $ _______ aggregate principal amount of its City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A (the “Series 2025A Bonds”). We are delivering this letter pursuant to Section 7(g)(ii) of the Bond Purchase Agreement, dated _______, 2025 (the “ Bond Purchase Agreement ”), by and between BofA Securities, Inc., and the City. All capitalized terms used herein and not defined shall have the meanings as set forth in the Bond Purchase Agreement.
In connection with the issuance of the Series 2025A Bonds and the opinions set forth below, we have examined the Master Trust Indenture, dated as of August 1, 2007 , (the “Master Trust Indenture”), by and between the City and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”); the Sixth Supplemental Trust Indenture, dated as of August 1, 2025 (the “Sixth Supplemental Indenture”), by and between the City and the Trustee; the Bond Purchase Agreement; the Escrow Agreement, dated August [21], 2025, by and between the City and the Trustee, as trustee and escrow agent; the Continuing Disclosure Certificate; the Tax Compliance Certificate, dated August [21], 2025 by the City; the Authorizing Resolution; the Final Official Statement (the “Official Statement”); and such other documents, instruments and materials as we deemed necessary to provide the opinions and conclusions set forth herein.
The opinions and conclusions expressed herein are based on an analysis of existing la ws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions or conclusions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person,
3987351.6 048274 AGMT B-2
whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the date hereof.
We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the City. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents referred to in the second paragraph hereof. We have further assumed compliance with all covenants and agreements contained in such documents.
In addition, we call attention to the fact that the rights and obligations under the Series 2025A Bonds, the Master Trust Indenture , the Sixth Supplemental Indenture, the Bond Purchase Agreement , the Escrow Agreement, the Con tinuing Disclosure Certificate, the Tax Compliance Certificate and the Authorizing Resolution 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, and to the exercise of judicial discretion in app ropriate cases. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum or waiver provisions contained in the foregoing documents.
From such examination we are of the opinion that:
(a) The Bond Purc hase Agreement, Continuing Disclosure Certificate and Escrow Agreement have each been duly authorized, executed and delivered by the City and, assuming the due authorization, execution and delivery by the other party thereto, each constitute a binding and enforceable obligation of the City.
(b) The Series 2025A Bonds are exempt from registration under Section (3)(a)(2) of the Securities Act of 1933, as amended, and the Master Trust Indenture and the Sixth Supplemental Indenture are exempt from qualification under the Trust Indenture Act of 1939, as amended. (c) The information in the Official Statement under the headings “INTRODUCTION,” “THE SERIES 2025A BONDS ,” “SECURITY AND SOURCE OF PAYMENT FOR THE SERIES 2025A BONDS ” and “TAX MATTERS,” in “APPENDIX A —SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS” and in “APPENDIX D—FORM OF BOND COUNSEL OPINION,” excluding any materials that may be treated as included under such captions by cross reference, insofar as such statements expressly summarize certain provisions of the Series 2025A Bonds and the Master Trust Indenture, the Sixth Supplemental Indenture and Bond Counsel’s opinion concerning certain federal tax matters relating to the Series 2025A Bonds, are accurate in all material respects.
This letter is furnished by us as Bond Counsel. No attorney-client relationship has existed or exists between our firm and BofA Securities, Inc., in connection with the Series 2025A Bonds or by virtue of this letter. This opinion is issued to and for the sole b enefit of the addressees set forth above and is issued for the sole purpose of the transaction specifically referred to herein. No person other than the addressees set forth above may rely upon this opinion without our express prior written consent. This opinion may not be utilized by you for any other purpose whatsoever
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and may not be quoted by you without our express prior written consent. Our engage ment with respect to the Series 2025A Bonds has concluded with their issuance and delivery. We assume no obligation to review or supplement this opinion subsequent to its date, whether by reason of a change in the current laws, by legislative or regulatory action, by judicial decision or for any other reason.
Very truly yours,
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EXHIBIT C
FORM OF DISCLOSURE COUNSEL LETTER
__________, 2025
City of Bakersfield
Bakersfield, California
BofA Securities, Inc.
Los Angeles, California
Re: $____________ City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A
Ladies and Gentlemen:
We have acted as Disclosure Counsel to the City of Bakersfield, California (the “ City”) with respect to the issuance of the above captioned bonds (the “Bonds”). The Bonds are being issued pursuant to (i) the charter of the City, (ii) the City of Bakersfield Enterprise Revenue Bond Law, being Chapter 3.55 of the City’s Municipal Code (the “Bond Law”), which incorporates, to the extent made applicable by the Bond Law, the Revenue Bond Law of 1941, being Chapter 6 of Division 2 of Title 5 of the California Government Code, as amended, (iii) certain provisions of the laws of the State of California (the “State”) (including Section 53580 et seq. of the California Government Code (the “Refunding Law”)), (iv) a resol ution adopted by the City Council of the City on July [23], 2025 (the “Resolution”), and (v) a Master Trust Indenture, dated as of August 1, 2007 (the “Master Indenture”), by and between the City and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by a Sixth Supplemental Trust Indenture, dated as of August 1, 2025 (the “Sixth Supplemental Indenture,” and collectively with the Master Indenture, the “Indenture”), by and between the City and the Trustee . The Bonds ar e more fully described in the final Official Statement of the City dated August [6] , 2025 (the “Official Statement”). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Official Statement.
In rendering this opinio n, 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, we have rendered certain legal advice and assistance to you in connection with the preparation of the Official Statement. Rendering such legal advice and assistance involved, among other things, discussions and inquiries concerning various legal
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matters, review of certain records, documents and proceedings, and participation in conferences with, among others, representatives of Bond Counsel, the City, the Municipal Advisor, and other consultants, at which conferences the contents of the Preliminary Official Statement relating to the Bonds dated July [___], 2025 (the “Preliminary Official Statement”) , the Official Statement and 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 or the Official Statement), no facts have come to the attention of the personnel in our firm directly involved in rendering legal advice and assistance to you in connection with the preparation of the Preliminary Official Statement and the Official Statement which cause us to believe that (a) as of its date and as of the date of pricing, the Preliminary Official Statement (excluding therefrom Appendices A, C, D, E and F; financial, demographic and statistical data; forecasts, projections, estimates, assumptions and expressions of opinions; statements relating to DTC, Cede & Co. and the operation of the book-entry system; statements relating to the treatment of the Bonds or the interest, discount or premium, if any, thereon or therefrom for tax purposes under the law of any jurisdiction; and statements contained in the Preliminary Official Statement under the caption “TAX MATTERS”; as to all of which we express no view) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for such infor mation as is permitted to be excluded from the Preliminary Official Statement pursuant to Rule 15c2-12 of the Securities Exchange Act of 1934, as amended, including but not limited to information as to pricing, yields, interest rates, maturities, amortization, redemption provisions, ratings, debt service requirements, underwriter’s discount and CUSIP numbers, or (b) as of its date or as of the date hereof, the Official Statement (excluding therefrom Appendices A, C, D, E and F; financial, demographic and st atistical data; forecasts, projections, estimates, assumptions and expressions of opinions; statements relating to DTC, Cede & Co. and the operation of the book-entry system; statements relating to the treatment of the Bonds or the interest, discount or pr emium, if any, thereon or therefrom for tax purposes under the law of any jurisdiction; and statements contained in the Official Statement under the caption “TAX MATTERS”; 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 in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
During the period from the date of the Official Statement to the date of this opinion, except for our review of the certificates and opinions regarding the Official Statement delivered on the date hereof, we have not undertaken any procedures or taken any actions which were intended or likely to elicit information concerning the accuracy, completeness or fairness of any of the statements contained in the Official Statement.
We are furnishing this opinion to you, as Disclosure Counsel to the City, solely for your benefit. No attorney-client relationship has existed or exists between our firm and the Underwriter in connection with the Bonds or by virtue of this letter. This opinion is rendered in connection with the transaction described herein, and may not be relied upon by you for any other purpose.
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This opinion s hall 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.
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,
EXHIBIT D
FORM OF CITY ATTORNEY OPINION
[Letterhead of City Attorney]
________, 2025
To the Addressees set forth
on Schedule I attached hereto
$_________
CITY OF BAKERSFIELD, CALIFORNIA
WASTEWATER REVENUE REFUNDING BONDS,
SERIES 2025A
(Opinion of City Attorney)
Ladies and Gentlemen:
I am City Attorney to the City of Bakersfield, California (the “City”), a charter city organized and existing under the laws of the State of California (the “State”) and have served as such in connection with the issuance, sale and delivery of $_______ aggregate principal amount of its City of Bakersfield, California Wastewater Revenue Refunding Bonds, Series 2025A (the “Series 2025A Bonds”). In that connection, I have examined certain records reflecting the actions taken by the City pertaining to the authorization, execution and delivery of the following agreements (sometimes collectively referred to herein as the “City Documents”): the Master Trust Indenture, dated as of August 1, 2007 (the “Master Trust Indenture”), by and between the City and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), the Sixth Supplemental Trust Indenture, dated as of [August] 1, 2025 by and between the City and the Trustee, the Bond Purchase Agreement, dated [August 6], 2025 (the “Bond Purchase Agreement”), by and between the City and BofA Securities, Inc., as the underwriter (the “Underwriter”), the Escrow Agreement, dated August [21], 2025, by and between the City and U.S. Bank Trust Company, National Association, as trustee and escrow agent, and the Continuing Disclosure Certificate, dated as August [21], 2025, of the City. I have reviewed the City Documents, the Preliminary Official Statement, dated July [___], 2025 (the “Preliminary Official Statement”) relating to the above -captioned Series 2025A Bonds, the Official Statement, dated August [6] , 2025 (the “Official St atement”) relating to the above - captioned Series 2025A Bonds, Resolution No. ________, approving and authorizing the execution of the City Documents to which the City is a party and approving the Official Statement, adopted by the City Council of the City on July [23], 2025 (the “Resolution”), and such additional documents as I have deemed necessary to render this opinion. For purposes of this opinion, capitalized terms used herein and not defined have the meanings assigned to them in the Bond Purchase Agreement or the Master Trust Indenture.
Based upon the foregoing, I am of the opinion that:
1. The City is a charter city, duly organized and validly existing under the Constitution and the laws of the State.
2. The City has full legal power and lawful authority to enter into the City Documents and perform its covenants and agreements thereunder, including the pledge of Net Revenues as contemplated by the City Documents.
3. The City Documents have been duly authorized, executed and delivered, as applicable, by the Cit y and constitute the valid and binding agreements of the City enforceable against the City in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable pr inciples relating to or limiting creditor’s rights generally.
4. The Resolution of the City approving and authorizing the issuance and delivery of the Series 2025A Bonds, the execution and delivery of the City Documents and approving and authorizing the execu tion and delivery of the Preliminary Official Statement and the Official Statement, as applicable, was duly adopted at a meeting of the governing body of the City, 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 and the Resolution is in full force and effect and has not been modified, amended or rescinded.
5. Except as otherwise disclosed in the Official Statement, there is no litigation, proceeding, action, suit or in vestigation at law or in equity before or by any court, governmental agency or body, pending and for which the City has been served or, to the best knowledge of such counsel, threatened against the City or the Enterprise, challenging the creation, organiza tion or existence of the City or the Enterprise, or the validity of the Resolution or the City Documents or seeking to restrain or enjoin the issuance and the delivery of the Series 2025A Bonds or the collection of the Net Revenues under the City Documents , or in any way contesting or affecting the validity of the Resolution or the City Documents or any of the transactions referred to therein or contemplated thereby or contesting the authority of the City to enter into or perform its obligations under any of the City Documents, or under which a determination adverse to the City would have a material adverse effect upon the financial condition or the revenues of the Enterprise, or which, in any manner, questions or affects the right or ability of the City to enter into the City Documents or affects in any manner the right or ability of the City to make debt service payments on the Series 2025A Bonds or otherwise perform its obligations under the City Documents.
6. Nothing has come to my attention which would lead me to believe that the Preliminary Official Statement, as of its date and as of the [Sale Date], or the Official Statement, as of its date and as of the date hereof (excluding, in both the Preliminary Official Statement and the Official Statement, the fin ancial and statistical data and forecasts included therein and information about The Depository Trust Company and its book -entry system as to which no opinion is expressed), 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.
7. To the best of my knowledge after due inquiry, the City is not in breach of, and the adoption of the Resolution and execution and delivery by the City of the City Documents and its
compliance with the provisions of such City Documents do not and will not conflict with or breach or violate in any material respect, any applicable California constitutional, statutory or regulatory provision, or any agreement or instrument to which the City is a party or by which it is bound.
8. To the best of my knowledge after due inquiry, no authorization, approval, consent or other order of the State or any local agency of the State, other than such authorizations, approvals and consents which have been obtained, is required for the valid authorization, execution and delivery by the City of the City Documents and the authorization and distribution of the Preliminary Official Statement (provided that no opinion need be expressed as to any action required under state securities or Blue Sky laws in connection with the purchase of the Series 2025A Bonds by the Underwriter).
Very truly yours,
Virginia Gennaro
City Attorney, City of Bakersfield
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SCHEDULE I
City of Bakersfield
Bakersfield, California
Kutak Rock LLP
Denver, Colorado
U.S. Bank Trust Company, National Association
Los Angeles, California
BofA Securities, Inc.
Los Angeles, California