Anzel Galvan Draft 2-9-2026
1 CITY OF BARSTOW
LOCAL MEASURE I TRANSPORTATION
SALES TAX REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2026
CERTIFICATE PURCHASE AGREEMENT
[Pricing Date]
City of Barstow
220 E. Mountain View Street, Suite A
Barstow, California 92311
Attention: City Manager
Ladies and Gentlemen:
The undersigned, Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), acting not as a fiduciary or agent for you, but on behalf of itself, offers to enter into this Certificate Purchase Agreement (which, together with the exhibits hereto, is referred to as the “Purchase Agreement”) with the City of Barstow, California (the “City”), which, upon the acceptance of the City, will be binding upon the City and the Underwriter. This offer is made subject to acceptance by the City by the execution of this Purchase Agreement and delivery of the same to the Underwriter prior to 11:59 P.M., California time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the City at any time prior to the acceptance hereof by the City.
Capitalized terms that are used herein and not otherwise defined have the meanings that are set forth in the Trust Agreement, dated as of May 1, 2026 (the “Trust Agreement”), by and among Public Property Financing Corporation of California (the “Corporation”), the City, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase, and the City hereby agrees to cause to be sold and delivered to the Underwriter all (but not less than all) of the City of Barstow Local Measure I Transportation Sales Tax Revenue Certificates of Participation, Series 2026 in the aggregate principal amount of $__________ (the “Certificates”). The Certificates will be dated as of their date of delivery. Interest evidenced by the Certificates shall be payable semiannually on December 1, 2026 and each June 1 and December 1 as provided in the Trust Agreement, and will mature, bear interest and be subject to prepayment prior to maturity as set forth in Exhibit A. The purchase price of the Certificates shall be equal to $__________ (being the aggregate principal amount thereof [plus][less] a [net] original issue [premium][discount] of $___________, less an underwriter’s discount of $___________). The City acknowledges that the Underwriter will on the Closing Date (as such term is defined herein), on behalf of the City, wire a portion of the purchase price in the amount of $_____ representing the premiums for the Policy and the Reserve Policy (as such terms are defined herein), directly to __________ (the “Insurer”).
Section 2. The Certificates. The Certificates will evidence the direct, undivided fractional interests of the owners thereof in installment payments (“Installment Sale Payments”) to be 2 paid by the City to the Corporation pursuant to the Installment Sale Agreement, dated as of May 1, 2026 (the “Installment Sale Agreement”), by and between the City and the Corporation. Under the Installment Sale Agreement, the Corporation will acquire and construct certain public capital improvements that are described therein (collectively, the “Project”) for, and sell the Project to, the City in consideration for the City’s payment of the Installment Sale Payments.
The Certificates shall be as described in, and shall be secured under and pursuant to the Trust Agreement substantially in the form previously submitted to the Underwriter with only such changes therein as shall be mutually agreed upon by the Corporation, the City and the Underwriter.
The proceeds of the Certificates will be used to: [(i) finance all or a portion of the acquisition, construction and/or installation of the Project, and (ii) pay the costs incurred in connection with the execution and delivery of the Certificates, including the premium for a municipal bond insurance policy to be issued by the Insurer insuring the Certificates maturing on June 1 of the years ___ through ___, inclusive (the “Policy”) and a debt service reserve insurance policy issued by the Insurer for deposit in the Reserve Account established and maintained under the Trust Agreement to satisfy the initial Reserve Requirement for the Certificates.]
The Installment Sale Payments shall be secured by a first lien on Measure I Revenues allocated by the San Bernardino County Transportation Authority to the City (the “Transportation Authority”) as the City’s share of local program funding pursuant to the Transportation Expenditure Plan (the “Expenditure Plan”) attached to the Measure I Ordinance (the “Measure I Receipts”). “Measure I Revenues” means revenues of the Transportation Authority pursuant to the Measure I Ordinance derived from a retail transactions and use tax imposed in the County of San Bernardino (the “County”) pursuant to Part 1.6 (commencing with Section 7251) of Division 2 of the Revenue and Taxation Code of the State of California and Section 180050 et seq. of the Public Utilities Code of the State of California, as now in effect and as it may from time to time hereafter be amended or supplemented.
This Purchase Agreement, the Trust Agreement, the Continuing Disclosure Certificate of the City, dated the date of delivery of the Certificates (the “Continuing Disclosure Certificate”), and the Installment Sale Agreement are collectively referred to herein as the “Legal Documents.” The Trust Agreement and the Installment Sale Agreement are collectively referred to herein as the “Corporation Documents.”
The City Council adopted a resolution approving the execution and delivery of the Certificates, this Purchase Agreement and the Trust Agreement at a regular meeting of the City Council held on __________, 2026 (the “Approving Resolution”). The City Council adopted a resolution approving the Preliminary Official Statement and final Official Statement and authorizing the execution and delivery of the Continuing Disclosure Certificate with respect to the Certificates at a regular meeting of the City Council held on __________, 2026 (the “POS Resolution” and together with the Approving Resolution, the “City Resolutions”).
Section 3. Public Offering and Establishment of Issue Price. (a) The Underwriter agrees to make an initial public offering of all of the Certificates at the public offering prices (or yields) set forth in Exhibit A and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the 3 public offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Certificates, provided that the Underwriter shall not change the interest rates set forth on Exhibit A. The Certificates may be offered and sold to certain dealers at prices lower than such initial public offering prices. The City acknowledges and agrees that: (i) the purchase and sale of the Certificates pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the City, on one hand, and the Underwriter, on the other; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of 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 is currently providing other services to the City on other matters); (iv) the Underwriter has financial and other interests that differ from those of the City; and (v) the City has consulted its own legal, financial and other advisors to the extent that it has deemed appropriate.
(b) The Underwriter agrees to assist the City in establishing the issue price of the Certificates and shall execute and deliver to the City at Closing (as defined below) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form set forth in Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Special Counsel (as such term is defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Certificates. All actions to be taken by the City under this section to establish the issue price of the Certificates may be taken on behalf of the City by the City’s municipal advisor, Urban Futures, Incorporated (the “Municipal Advisor”) and any notice or report to be provided to the City may be provided to the Municipal Advisor.
(c) Except as otherwise set forth in Exhibit A, the City will treat the first price at which 10% of each maturity of the Certificates (the “10% test”), identified under the column “10% Test Used” in Exhibit A, 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 City the price or prices at which it has sold to the public each maturity of Certificates. If at that time the 10% test has not been satisfied as to any maturity of the Certificates, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Certificates of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined below) has occurred, until either:
(i) the Underwriter has sold all of the Certificates of that maturity; or (ii), the 10% test has been satisfied as to the Certificates of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon the request of the City or Special Counsel. For purposes of this Section, if Certificates 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 Certificates. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Certificates to the public prior to the Closing Date shall not be a condition to Closing.
(d) The Underwriter confirms that it has offered the Certificates 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 Exhibit A, except as otherwise set forth therein.
Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Certificates for which the 10% test has 4 not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City 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 Certificates, the Underwriter will neither offer nor sell unsold Certificates 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:
(i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Certificates to the public at a price that is no higher than the initial offering price to the public.
The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Certificates to the public at a price that is no higher than the initial offering price to the public. (e) The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Certificates 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 third-party distribution agreement, as applicable, (A) (i) to report the prices at which it sells to the public the unsold Certificates of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Certificates 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 Certificates 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; (B) to promptly notify the Underwriter of any sales of Certificates that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Certificates 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; and
(2) any selling group agreement relating to the initial sale of the Certificates 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 Certificates 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 Certificates of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Certificates 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 Certificates 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 or the dealer and (B) comply with the hold-the-offeringprice 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.
5 (f) The City 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 Certificates 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 Certificates, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Certificates, 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 Certificates 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 Certificates, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Certificates, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges 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 to comply with the requirements for establishing issue price of the Certificates, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Certificates. (g) The Underwriter acknowledges that sales of any Certificates to any person that is a related party to an underwriter participating in the initial sale of the Certificates to the public (each such 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 City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates 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 Certificates 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 Certificates to the public); (iii) a purchaser of any of the Certificates 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 and 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.
Section 4. The Official Statement. By its acceptance of this proposal, the City ratifies, confirms and approves of the use and distribution by the Underwriter prior to the date hereof of the Preliminary Official Statement relating to the Certificates dated [POS Date] (including the cover page, all appendices and all information incorporated therein and any other supplements or amendments thereto and as disseminated in its printed physical form or in electronic form in all respects materially 6 consistent with such physical form, the “Preliminary Official Statement”) that an authorized officer of the City deemed “final” as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for certain information that is permitted to be omitted therefrom by Rule 15c2-12. The City agrees to deliver or cause to be delivered to the Underwriter, within seven business days of the date hereof, copies of the final official statement, dated the date hereof, relating to the Certificates (including all information that was previously permitted to have been omitted by Rule 15c2-12), including the cover page, all appendices, all information incorporated therein and any amendments or supplements as have been approved by the City and the Underwriter (the “Official Statement”) in such quantity as the Underwriter shall reasonably request to comply with Section (b)(4) of Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board (the “MSRB”).
The Underwriter hereby agrees that it will not request that payment be made by any purchaser of the Certificates prior to delivery by the Underwriter to the purchaser of a copy of the Official Statement. The Underwriter agrees: (i) to provide the City with final pricing information on the Certificates on a timely basis; and (ii) to file a copy of the Official Statement, including any supplements prepared by the City in accordance with MSRB rules with the MSRB at http://emma.msrb.org. The City hereby approves of the use and distribution by the Underwriter of the Preliminary Official Statement in connection with the offer and sale of the Certificates. The City will cooperate with the Underwriter in the filing by the Underwriter of the Official Statement with the MSRB.
Section 5. Closing. At 8:30 a.m., California time, on [Closing Date], or at such other time or date as the City and the Underwriter agree upon (the “Closing Date”), the City shall cause the Trustee to execute and deliver the Certificates, in definitive form, registered in the name of Cede & Co., as the nominee of The Depository Trust Company (“DTC”), so that the Certificates may be credited to the account specified by the Underwriter under DTC’s FAST procedures. Concurrently with the delivery of the Certificates, the City will deliver the documents hereinafter mentioned at the offices of Stradling Yocca Carlson & Rauth, LLP, Newport Beach, California (“Special Counsel”), or another place to be mutually agreed upon by the City and the Underwriter. The Underwriter will accept such delivery and pay the purchase price of the Certificates as set forth in Section 1 hereof by wire transfer in immediately available funds. This payment for and delivery of the Certificates, together with the delivery of the aforementioned documents, is herein called the “Closing.” The Certificates shall be registered in the name of Cede & Co., as nominee of DTC in denominations of five thousand dollars ($5,000) or any integral multiple thereof. The City acknowledges that the services of DTC will be used initially by the Underwriter in order to permit the execution and delivery of the Certificates in book-entry form, and agree to cooperate fully with the Underwriter in employing such services.
Section 6. [Reserved].
Section 7. Representations, Warranties and Covenants of the City. The City represents, warrants and covenants to the Underwriter that:
(a) The City is a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State. 7 (b) The City has full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the Legal Documents.
(c) By all necessary official action, the City has adopted the City Resolutions, has duly authorized and approved the Legal Documents and the Certificates, has duly authorized and approved the Preliminary Official Statement and the 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 Legal Documents and the consummation by it of all other transactions contemplated by the Legal Documents in connection with the execution and delivery of the Certificates. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, and assuming due execution and delivery by the other parties thereto, if applicable, the Legal Documents will constitute the legally valid and binding obligations of the City enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against municipal corporations in the State. The City has complied, and will at the Closing be in compliance in all material respects, with the terms of the Legal Documents.
(d) The City is not in any material respect in breach of or default under any applicable constitutional provision, law, ordinance or administrative rule or regulation of the State, the County or the Transportation Authority, or administrative regulation of any state or of the United States, or any agency or instrumentality thereof either, 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 which breach or default has or may have a materially adverse effect on the ability of the City to perform its obligations under the Legal Documents, 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 under any such instrument; and the adoption, execution and delivery of the Legal Documents, if applicable, and compliance with the provisions on the City’s part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party, 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 City or under the terms of any such law, regulation or instrument, except as may be provided by the Legal Documents.
(e) To the best of the City’s knowledge as confirmed by an officer of the City on or about the date of the Preliminary Official Statement, the Transportation Authority is not in any material respect in breach of or default under the Measure I Ordinance, the Expenditure Plan, any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Transportation Authority is a party which breach or default has or may have a materially adverse effect on the ability of the Transportation Authority to perform its obligations, including to meet debt service requirements, under any of its limited tax bonds or similar obligations payable from Measure I Revenues, 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 under any such instrument.
8 (f) Except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all material 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 Legal Documents have been duly obtained or, when required for future performance, are expected to be obtained, other than 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 Certificates.
(g) The Preliminary Official Statement was as of its date and at the date hereof, and the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement did not as of its date and at date the hereof, and the Official Statement does not and will not, at all times subsequent to the date of the Official Statement up to and including the Closing, contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (except that this representation does not include statements in the Official Statement under the captions [“THE CORPORATION”] and “UNDERWRITING,” information regarding DTC and its book-entry only system, and information regarding the Insurer, the Policy and the Reserve Policy, as to which no view is expressed).
(h) The City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental authority prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Certificates. (i) As of the time of acceptance hereof, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental authority, public board or body, pending, with service of process upon the City having been accomplished, or threatened in writing to the City: (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution or delivery of any of the Certificates, the payment or collection of Installment Sale Payments or any other amounts pledged or to be pledged to pay the principal and interest evidenced by the Certificates, the payment or collection of Measure I Receipts or Measure I Revenues or any other amounts pledged or to be pledged to pay Installment Sale Payments, or in any way contesting or affecting the validity of the Certificates, the Resolutions, or the Legal Documents or the consummation of the transactions contemplated thereby or hereby, or contesting the exclusion of the interest evidenced by the Certificates from taxation, or contesting the powers of the Trustee to execute and deliver the Certificates; (iii) which would be likely to result in any material adverse change relating the City’s ability to pay Installment Sale Payments when due or the City’s right to receive and expend Measure I Receipts on the Project or the payment of Installment Sale Payments when due; (iv) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the City; or (v) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
9 (j) To the City’s knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (v) of paragraph 7(i). (k) Until the date which is twenty-five (25) days after the end of the underwriting period, if any event shall occur of which the City is aware that would cause the Official Statement to contain any untrue statement of a material fact or omit to state a material fact that is necessary in order to make the statements in the Official Statement, in light of the circumstances under which they were made, not misleading (except that this representation does not include statements in the Official Statement under the caption [“THE CORPORATION”] and “UNDERWRITING,” information regarding DTC and its book entry only system, and information regarding the Insurer, the Policy, and the Reserve Policy, as to which no view is expressed), the City shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter’s reasonable opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time and the City shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the term “end of the underwriting period” means the later of such time as: (i) the Trustee delivers the Certificates to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Certificates for sale to the public. Unless the Underwriter gives notice to the contrary, the end of the underwriting period shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered by the Underwriter to the City at or prior to the Closing Date of the Certificates and shall specify a date (other than the Closing Date) to be deemed the end of the underwriting period.
(l) Except as disclosed in the Preliminary Official Statement and the Official Statement, the City has not within the last five years failed to comply in any material respect with any continuing disclosure undertakings with regard to Rule 15c2-12 to provide annual reports or notices of material events specified in such rule.
(m) The City will refrain from taking any action, or permitting any action to be taken, with regard to which the City may exercise control, that results in the loss of the tax-exempt status of the interest on the Certificates.
(n) The financial statements relating to the receipts, expenditures and cash balances of the City as of June 30, 2025 attached as Appendix [E] to the Preliminary Official Statement and the Official Statement fairly represent the receipts, expenditures and cash balances of the City.
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 City or in its operations since June 30, 2025 and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change.
(o) To the extent required by law, the City will undertake, pursuant to the Continuing Disclosure Certificate, to provide annual reports and notices of certain events. A form of the Continuing Disclosure Certificate is set forth in Appendix [D] to the Preliminary Official Statement and will also be set forth in the Official Statement.
(p) Between the date of this Purchase Agreement and twenty-five (25) days after the end of the underwriting period, the City will not, without the prior written consent of the 10 Underwriter, offer or issue any certificates, bonds, notes, or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the Measure I Receipts.
(q) Any certificate signed by any officer of the City authorized to execute such certificate in connection with the execution, sale and delivery of the Certificates and delivered to the Underwriter shall be deemed a representation and warranty of the City to the Underwriter as to the statements made therein but not of the person signing such certificate.
Section 8. Conditions to the Obligations of the Underwriter. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the City contained herein. The obligations of the Underwriter to accept delivery of and pay for the Certificates on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the statements of the officers and other officials of the City, as well as authorized representatives of Special Counsel and the Trustee made in any certificates or other documents furnished pursuant to the provisions hereof; to the performance by the Corporation and the City of their obligations to be performed under the Legal Documents, respectively, at or prior to the Closing Date; and to the following additional conditions:
(a) The representations and warranties of the City contained herein shall be true and correct at the date hereof and at the time of the Closing, as if made on the Closing Date. (b) At the time of Closing, the Legal Documents shall be in full force and effect as valid and binding agreements between or among the various parties thereto, and the Legal Documents and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter.
(c) At the time of the Closing, no material default shall have occurred or be existing under the Legal Documents or any other agreement or document pursuant to which any of the City’s financial obligations were executed and delivered, and neither the City nor the Corporation shall be in default in the payment of principal or interest with respect to any of their respective financial obligations, which default would materially adversely impact the ability of the City to pay the Installment Sale Payments.
(d) In recognition of the desire of the City and the Underwriter to effect a successful public offering of the Certificates, and in view of the potential adverse impact of any of the following events on such a public offering, this Purchase Agreement shall be subject to termination in the discretion of the Underwriter by notification, in writing, to the City prior to delivery of and payment for the Certificates, if between the date hereof and the time of Closing, in the Underwriter’s sole and reasonable judgment any of the following events shall occur (each a “Termination Event”):
(i) the market price or marketability of the Certificates, or the ability of the Underwriter to enforce contracts for the sale of the Certificates, shall be materially adversely affected by any of the following events:
(A) legislation shall have been enacted by the Congress of the United States or the legislature of the State or shall have been favorably reported out of committee of either body or be pending in committee of either body, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President’s Cabinet, or 11 a decision shall have been rendered by a court of the United States or the State or the Tax Court of the United States, or a ruling, resolution, regulation or temporary regulation, release or announcement shall have been made or shall have been proposed to be made by the Treasury Department of the United States or the Internal Revenue Service, or other federal or state authority with appropriate jurisdiction, with respect to federal or state taxation upon interest received on obligations of the general character of the Certificates;
(B) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; or
(C) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of U.S. Securities and Exchange Commission (“SEC”) or any other governmental authority having jurisdiction; or
(D) legislation shall have been enacted by the Congress of the United States or shall have been favorably reported out of committee or be pending in committee, or shall have been recommended to the Congress for passage by the President of the United States or a member of the President's Cabinet, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the SEC or other governmental agency having jurisdiction of the subject matter shall be made, to the effect that any obligations of the general character of the Certificates are not exempt from registration under or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Trust Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or (E) except as disclosed in or contemplated by the Official Statement, any material adverse change in the affairs of the City or the Corporation shall have occurred; or
(F) any rating of the Certificates or the rating of any obligations of the City or the Insurer shall have been downgraded, withdrawn or placed on credit watch with negative outlook by any major credit rating agency; or
(ii) any event or circumstance shall exist that either makes untrue or incorrect in any material respect any statement or information in the Official Statement (other than any statement provided by the Underwriter) or is not reflected in the Official Statement but should be reflected therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, the City refuses to permit the Official Statement to be supplemented to supply such statement or information, or the effect of the Official Statement as so supplemented is to materially adversely affect the market price or marketability of the Certificates or the ability of the Underwriter to enforce contracts for the sale of the Certificates; or (iii) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force; or 12 (iv) a material disruption in securities settlement, payment or clearance services affecting the Certificates shall have occurred; or (v) any new restriction on transactions in securities materially affecting the market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a charge to the net capital requirements of, underwriters shall have been established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or
(vi) a decision by a court of the United States shall be rendered, or a stop order, release, regulation or no-action letter by or on behalf of the SEC or any other governmental agency having jurisdiction of the subject matter shall have been issued or made, to the effect that the delivery, offering or sale of the Certificates, including the underlying obligations as contemplated by this Purchase Agreement or by the Official Statement, or any document relating to the delivery, offering or sale of the Certificates, is or would be in violation of any provision of the federal securities laws at the Closing Date, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939; or
(vii) the commencement of any action, suit or proceeding described in Section 7(i).
Subject to Section 17, upon the occurrence of a Termination Event and the termination of this Purchase Agreement by the Underwriter, all obligations of the City and the Underwriter under this Purchase Agreement shall terminate, without further liability. (e) at or prior to the Closing, the Underwriter shall receive the following documents, in each case to the reasonable satisfaction in form and substance of the Underwriter:
(i) The executed City Resolutions;
(ii) A resolution of the Corporation’s board of directors approving the execution delivery of the Corporation Documents (the “Corporation Resolution”); (iii) The Legal Documents, each duly executed and delivered by the respective parties thereto, with only such amendments, modifications or supplements as may have been agreed to in writing by the Underwriter;
(iv) Specimen Certificates;
(v) The approving opinion of Special Counsel dated the Closing Date and addressed to the City, in substantially the form attached as Appendix [C] to the Official Statement, and a reliance letter thereon addressed to the Trustee;
(vi) A supplemental opinion of Special Counsel dated the Closing Date and addressed to the Underwriter and the Insurer, in substantially the form attached as Exhibit C hereto. (vii) The Official Statement, executed on behalf of the City, and the Preliminary Official Statement;
13 (viii) Evidence that the rating on the Certificates is as described in the Official Statement;
(ix) A certificate, dated the Closing Date, signed by a duly authorized officer of the Corporation, satisfactory in form and substance to the Underwriter, to the effect that:
(i) the Corporation Resolution was duly adopted at a meeting of its board of directors held on __________, 2026, at which a quorum was present and acting throughout, is in full force and effect as of the date hereof and has not been amended, modified or supplemented, except as agreed to by the Underwriter; (ii) no event affecting the Corporation has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iii) the information and statements contained in the Official Statement under the caption “THE CORPORATION” did not as of its date and do not as of the Closing contain an untrue statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; and (iv) the Corporation is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including but not limited to the Installment Sale Agreement) or other instrument to which the Corporation is a party or is otherwise subject, which would have a material adverse impact on the Corporation’s ability to perform its obligations under the Corporation Documents, 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 under any such instrument; (x) A certificate, dated the Closing Date, signed by a duly authorized officer of the City, satisfactory in form and substance to the Underwriter, to the effect that: (i) the City Resolutions were duly adopted at regular meetings of the City Council of the City held _________, 2026 and _________, 2026, at which a quorum was present and acting throughout, are in full force and effect as of the date hereof and have not been amended, modified or supplemented, except as agreed to by the Underwriter; (ii) the representations, warranties and covenants of the City contained in this Purchase Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date by the City; (iii) no event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purposes for which it is to be used or which is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (iv) the information and statements contained in the Official Statement (other than information in the Official Statement under the captions “THE CORPORATION” and “UNDERWRITING” and information regarding DTC and its book-entry only system, and information regarding the Insurer, the Policy and the Reserve Policy) did not as of its date and does not as of the Closing contain an untrue statement of a material fact or omit to state any material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading in any material respect; and (v) the City is not, in any material respect, in breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement (including but not limited to the Installment Sale Agreement) or other instrument to which the City is a party or is otherwise subject, which would have a material adverse impact on the City’s ability to perform its obligations under the Legal Documents, 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 under any such instrument; 14 (xi) An opinion dated the Closing Date and addressed to the Underwriter and the Insurer, of _________, as counsel to the Corporation, to the effect that:
(A) the Corporation is duly organized and validly existing as a nonprofit public benefit corporation under the laws of the State of California and is possessed of full power to own and hold real and personal property and to lease, purchase and sell the same; (B) the Corporation Resolution was duly adopted at a meeting of the governing board of the Corporation which was called and held pursuant to law, with all public notice required by law and at which a quorum was present and acting throughout, is in full force and effect and gas not been modified, amended, rescinded or repealed since its date of adoption; (C) the Corporation has full right and lawful authority to execute and deliver the Corporation Documents and such documents have been duly authorized, executed and delivered by and on behalf of the Corporation, and assuming the due authorization, execution and delivery by the other parties thereto, the Corporation Documents are valid and binding obligations of the Corporation enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws, or by legal or equitable principles relating to or limiting creditors’ rights generally;
(D) except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, to the best knowledge of such counsel, there is no action, suit, proceeding, inquiry, or investigation before or by any court or public board or body pending, with service of process upon the Corporation having been accomplished, or, to the best knowledge of such counsel, threatened in writing wherein an unfavorable decision, ruling, or finding would adversely affect the transactions contemplated by the Certificates, the Legal Documents or any other agreement, document, or certificate related to such transaction;
(E) insofar as it will have a material adverse effect on the ability of the Corporation to enter into, carry out or perform its obligations under the Legal Documents or to consummate the transactions contemplated thereby, to the best of our knowledge, the Corporation is not in material breach of or default under any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Corporation is a party or to which the Corporation or any of its property or assets is otherwise subject, and, to the best of our knowledge 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 an event of default under any such judgment, decree or instrument; and
(F) no authorization, approval, consent, or order of any governmental agency or, to the best of our knowledge, any other person or corporation is required for the valid authorization, execution and delivery by the Corporation of the Corporation Documents that has not been obtained.
(xii) An opinion dated the Closing Date and addressed to the Underwriter and the Insurer, of Colantuono, Highsmith & Whatley, PC, as City Attorney to the City, to the effect that:
(A) the City is a municipal corporation and general law city duly organized and existing under and by virtue of the Constitution and laws of the State; 15 (B) the City Resolutions were duly adopted at regular meetings of the City which were called and held pursuant to law, with all public notice required by law and at which a quorum was present and acting throughout, are in full force and effect and have not been modified, amended, rescinded or repealed since their respective date of adoption; (C) the Legal Documents have been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the other parties thereto, as applicable, constitute the valid and binding obligations of the City, except as enforcement may be limited by bankruptcy, insolvency, moratorium, or similar laws, or by legal or equitable principles relating to or limiting creditors’ rights generally; (D) no consent, authorization or approval of, or filing or registration with, any governmental or regulatory officer or body which has not already been obtained is required to be obtained by the City for the execution and performance of the Legal Documents or the actions on the part of the City contemplated thereby, including causing the delivery of the Certificates;
(E) except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, to the best knowledge of such counsel, there is no litigation, proceeding, action, suit or investigation at law or in equity before or by any court, governmental authority or body, pending, with service of process upon the City having been accomplished, or, to the best knowledge of such counsel, threatened in writing against the City, challenging the creation, organization or existence of the City, or the validity of the Legal Documents or seeking to restrain or enjoin the payment or collection of Installment Sale Payments or any other amounts pledged or to be pledged to pay the principal and interest evidenced by the Certificates, the payment or collection of Measure I Receipts or Measure I Revenues or any other amounts pledged or to be pledged to pay Installment Sale Payments, the repayment of the Certificates or in any way contesting or affecting the validity of the Legal Documents or contesting the authority of the City to enter into or perform its obligations under any of the Legal Documents, which, in any manner, questions the right of the City to pay the Installment Sale Payments under the Installment Sale Agreement or the use of Measure I Revenues to pay Installment Sale Payments, or which may materially adversely affect the City’s ability to pay the Installment Sale Payments when due; and
(F) The execution and delivery of the Legal Documents and compliance with the provisions thereof do not and will not in any material respect conflict with or constitute on the part of the City 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 consent decree to which the City is subject, which breach or default has or may have a material adverse effect on the ability of the City to perform its obligations under the Legal Documents; (xiii) A letter of Stradling Yocca Carlson & Rauth LLP, Newport Beach, as disclosure counsel to the City, dated the Closing Date and addressed to the Underwriter and the Insurer, in substantially the form attached as Exhibit D hereto. (xiv) An opinion of Anzel Galvan LLP, San Francisco, California, counsel to the Underwriter, in form and substance satisfactory to the Underwriter; (xv) An opinion of counsel to the Trustee, addressed to the Underwriter and the Insurer, dated the Closing Date, to the effect that:
16 (A) The Trustee 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 Trust Agreement to which it is a party and to enter into the Trust Agreement; (B) The Trust Agreement has been duly authorized, executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee enforceable against the Trustee in accordance with its 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; (C) To such counsel’s knowledge, the execution and delivery by the Trustee of the Trust Agreement and the performance of the obligations of the Trustee under the Trust Agreement by the Trustee, will not conflict with or contravene the Articles of Association or Bylaws of the Trustee, or any law, regulation or ruling of any court or governmental authority to which the Trustee is subject;
(D) To such counsel’s knowledge, no authorization, approval, consent, or order of any governmental agency or regulatory authority having jurisdiction over the Trustee that has not been obtained by the Trustee is required for the authorization, execution, delivery and performance by the Trustee of the Trust Agreement; and (E) An authorized representative of the Trustee has duly executed and delivered the Certificates in accordance with the Trust Agreement; (xvi) A certificate, dated the Closing Date, signed by a duly authorized official of the Trustee, in form and substance satisfactory to the Underwriter, and an incumbency certificate of the Trustee;
(xvii) The preliminary and final Statement of Sale with respect to the Installment Sale Agreement required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code;
(xviii) A copy of the executed Blanket Issuer Letter of Representations by and between the City and DTC relating to the book-entry system; (xix) A certificate dated the Closing Date regarding tax, arbitrage and use of proceeds of the City relating to the Certificates in form and substance to the reasonable satisfaction of Special Counsel and the Underwriter;
(xx) A certificate, dated the date of the Preliminary Official Statement, of the City, as required under Rule 15c2-12;
(xxi) Evidence that a debt management policy which complies with Section 8855 of the Government Code has been adopted by the City; (xxii) A certificate dated the Closing Date, signed by a duly authorized officer of the Municipal Advisor to the effect that the Municipal Advisor has participated in the preparation of the Preliminary Official Statement and the Official Statement and nothing has come to the attention 17 of the Municipal Advisor which would lead it to believe that the Preliminary Official Statement or the Official Statement contain any untrue statement of a material fact or omits to state a fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and
(xxiii) A copy of the Measure I Ordinance, including the Expenditure Plan; (xxiv) A letter from the Transportation Authority to the effect that Measure I Revenues may be used to pay for the cost of the Project, including the Installment Sale Payments or other financing costs incurred by the City in connection with the City's financing of the Project. (xxv) Evidence satisfactory to the Underwriter that the Trustee has received the Policy and the Reserve Policy from the Insurer;
(xxvi) An opinion of counsel to the Insurer, dated the Closing Date, in form and substance satisfactory to the Underwriter and Special Counsel, with respect to, among other matters, the Policy, and disclosures relating thereto in the Official Statement; (xxvii) A certificate of the Insurer, dated the Closing Date, in form and substance satisfactory to the Underwriter and Special Counsel, with respect to, among other matters, the Policy and the Reserve Policy, and disclosures relating thereto in the Official Statement; and (xxviii)Such additional legal opinions, certificates, proceedings, instruments or other documents as Special Counsel or the Underwriter may reasonably request.
Section 9. Changes in Official Statement. Within 90 days after the Closing or within 25 days following the “end of the underwriting period” (as defined in Rule 15c2-12), whichever occurs first, if any event relating to or affecting the Certificates, the Trustee, the City or the Corporation shall occur as a result of which it is necessary, in the reasonable opinion of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in any material respect in the light of the circumstances existing at the time it is delivered to a purchaser, the City will forthwith prepare and furnish to the Underwriter an amendment or supplement that 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 purchaser, not misleading. The City shall cooperate with the Underwriter in the filing by the Underwriter of such amendment or supplement to the Official Statement with the MSRB. The Underwriter acknowledges that the “end of the underwriting period” will be the Closing Date unless the Underwriter notifies the City otherwise in writing.
Section 10. Expenses. Whether or not the Certificates are sold to the Underwriter, the Underwriter shall be under no obligation to pay any expenses incident to the performance of the obligations of the City hereunder. If the Certificates are delivered to the Underwriter, the City shall pay, from the proceeds of the Certificates or from other funds of the City, the following expenses: (a) the cost of preparing, duplicating or printing, mailing and delivering the Legal Documents, the Preliminary Official Statement, the Official Statement and all other agreements and documents that are contemplated therein and hereby (and drafts of any thereof); (b) the cost of preparation and printing of the definitive Certificates; (c) the fees and expenses of the Corporation, the City, the Trustee, Special Counsel, Disclosure Counsel, the Municipal Advisor, any entity retained by the City to perform 18 continuing disclosure compliance research or provide continuing disclosure compliance reports and any other experts or consultants retained by the City or the Corporation; (d) the charges of any rating agency with respect to the Certificates; (e) premiums and other expenses relating to the Policy and the Reserve Policy; (f) reimbursement to the Underwriter for payment of any fees and expenses reasonably incurred in connection with the initial offering, sale and delivery of the Certificates, including but not limited to industry fees (e.g., DTC, DAC, IPREO, CUSIP and Day Loan fees) only if the City and Underwriter have previously discussed and approved the allocation of proceeds towards these fees, and meal and travel expenses of the personnel of the City, but not including entertainment expenses or those to be paid by the Underwriter pursuant to the last paragraph of this Section 10; and (g) all other fees and expenses, not including entertainment expenses, reasonably incurred in connection with the preparation of the Legal Documents, the Preliminary Official Statement, the Official Statement and all other agreements and documents that are contemplated hereby (and drafts of any thereof) and/or the initial offering, sale and delivery of the Certificates. The City has authorized, and does hereby authorize, the Underwriter to pay such expenses on behalf of the City from proceeds of the Certificates at Closing as further described in the closing memorandum relating to the Certificates including fees and expenses of counsel to the Underwriter.
If the Certificates are sold to the Underwriter, the City shall pay out of the proceeds of the Certificates the discount of the Underwriter or the purchase price paid for the Certificates shall reflect such discount.
Except as otherwise provided in this Section 10, the Underwriter shall pay the cost, if any, of qualifying the Certificates for sale in the various states chosen by the Underwriter, all advertising expenses in connection with the public offering of the Certificates and all other expenses incurred by it in connection with its public offering and distribution of the Certificates, not described above.
Section 11. Qualification of Certificates. 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 to qualify the Certificates 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 such qualification; provided, however, that the City 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.
Section 12. Notices. Any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Stifel, Nicolaus & Company, Incorporated, 2121 Avenue of the Stars, Suite 2150, Los Angeles, California 90067, Attention: Sara Brown. All notices or communications hereunder by any party shall be given and served upon each other party. Any notice or communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing to the address set forth on the first page of this Purchase Agreement.
Section 13. Parties in Interest. This Purchase Agreement is made solely for the benefit of the City and the Underwriter (including the successors or assigns thereof) and no other person 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 City 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 Certificates hereunder; or (iii) any termination of this Purchase Agreement. 19 Section 14. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.
Section 15. Entire Agreement. 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.
Section 16. Counterparts. This Purchase Agreement 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.
Section 17. Survival of Representations and Warranties. The representations and warranties of the City in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the City and regardless of delivery of and payment for the Certificates.
Section 18. Waiver of Jury Trial. THE CITY HEREBY IRREVOCABLY WAIVES TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS PURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 19. Effectiveness. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid and enforceable as of the time of such acceptance. [Signature Page Follows]
S-1
Section 20. Governing Law. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State.
STIFEL, NICOLAUS & COMPANY,
INCORPORATED
By:
Title: Authorized Officer
Accepted as of the date first stated above:
CITY OF BARSTOW
By:
Its: City Manager
Printed Name:
Time of Execution: _____ a.m./p.m. Pacific Time
A-1
EXHIBIT A
MATURITY SCHEDULE
Maturity Date
(June 1)
Principal
Amount
Interest
Rate Yield
Initial
Offering
Price
10% Test
Used
10% Test
Satisfied
Hold-theOfferingPrice Rule
Used
$ % %
______________
C
Priced to first optional prepayment date of June 1, 20__ at par.
T
Term Certificate.
I
Insured Certificates.
PREPAYMENT PROVISIONS
Optional Prepayment. The Certificates maturing on or after June 1, 20__, shall be subject to optional prepayment prior to maturity, at the option of the City, on or after June 1, 20__ in whole or in part (by lot within any maturity), on any date, at a Prepayment Price equal to the principal amount to be prepaid, plus accrued interest to the date fixed for prepayment, without premium.
Mandatory Prepayment. The Certificates shall be subject to mandatory prepayment prior to maturity, in whole or in part (by lot among Certificates with the same maturity in any manner which the Trustee in its sole discretion shall deem appropriate), on any date, from amounts received upon the acceleration of Installment Sale Payments upon the occurrence of an event of default under the Installment Sale Agreement, at a Prepayment Price equal to the principal amount to be prepaid, plus accrued interest to the date fixed for prepayment, without premium.
A-2
Mandatory Sinking Fund Prepayment. The Certificates maturing on June 1, 20__, are subject to mandatory prepayment on June 1 of each year commencing Jun3 1, 20__, in part, from mandatory sinking fund payments, on each June 1 specified below, at a Prepayment Price equal to the principal amount of the Certificates to be prepaid, without premium, plus accrued interest thereon to the date of prepayment, in the aggregate respective principal amounts in the respective years as follows:
Mandatory Prepayment
Date (June 1)
Principal
Amount
20__
20__
20__
20__
20__*
___________
*
Maturity date
B-1
EXHIBIT B
CITY OF BARSTOW
LOCAL MEASURE I TRANSPORTATION
SALES TAX REVENUE CERTIFICATES OF PARTICIPATION, SERIES 2026
FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Stifel, Nicolaus & Company, Incorporated (“Stifel”) hereby certifies as set forth below with respect to the sale and delivery of the above-captioned obligations (the “Certificates”).
1. 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 was sold to the Public is the respective price listed in Schedule A.
2. Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) Stifel offered the Hold-the-Offering-Price Maturities 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 copy of the pricing wire or equivalent communication for the Certificates is attached to this certificate as Schedule B.
(b) As set forth in the Certificate Purchase Agreement, dated [Pricing Date], by and among Stifel, as the Underwriter (as defined below), the City (as defined below), Stifel 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 Certificates 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 agreement of each dealer who is a member of the selling group, and any third-party distribution agreement shall contain the agreement of each brokerdealer who is a party to the third-party distribution agreement, to comply with the hold-the-offeringprice rule. Pursuant to such agreement, no Underwriter has offered or sold any Maturity of the Holdthe-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Certificates during the Holding Period.
3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Certificates listed in Schedule A hereto as the “General Rule Maturities.”
(b) Hold-the-Offering-Price Maturities means those Maturities of the Certificates 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 (which Sale Date is [Pricing Date]), or (ii) the date on which Stifel 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.
B-2
(d) Issuer means the City of Barstow.
(e) Maturity means Certificates with the same credit and payment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) 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. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Certificates. The Sale Date of the Certificates is [Pricing Date]. (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 Certificates 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 Certificates 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 Certificates to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel’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 and with respect to compliance with the federal income tax rules affecting the Certificates, and by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, in connection with rendering its opinion that the interest on the Certificates 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 Certificates. The certifications contained herein are not necessarily based on personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein.
STIFEL, NICOLAUS & COMPANY,
INCORPORATED
By:
Name:
By:
Name:
Dated: [Closing Date]
B-3
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING
PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)
B-4
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
C-1
EXHIBIT C
FORM OF SUPPLEMENTAL OPINION
[Closing Date]
Stifel, Nicolaus & Company, Incorporated
Los Angeles, California
Re: $[PAR] City of Barstow Local Measure I Transportation Sales Tax Revenue Certificates of Participation, Series 2026
Ladies and Gentlemen:
We have examined certified copies of proceedings taken for the execution, delivery and sale of the above-referenced certificates of participation (the “Certificates”), and we have rendered our opinion to the City of Barstow (the “City”) this day regarding the validity and enforceability of the Certificates (the “Approving Opinion”). The Certificates are being delivered pursuant to a Trust Agreement dated as of May 1, 2026 (the “Trust Agreement”), by and among the City, the Public Property Facilities Corporation of California (the “Corporation”), and U.S. Bank Trust Company, National Association, as Trustee. You may rely upon our Approving Opinion as if it were addressed to you. Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the Certificate Purchase Agreement dated [Pricing Date] (the “Purchase Agreement”), between the City and Stifel, Nicolaus & Company, Incorporated (the “Underwriter”). This opinion is being delivered to you pursuant to Section 8(e)(vi) of the Purchase Agreement.
We have assumed, but not independently verified, that the signatures on all documents, letters, certificates and instructions which we have examined are genuine, that all documents submitted to us are authentic and were duly and properly executed by the parties thereto and that all representations made in the documents that we have reviewed are true and accurate. As to questions of fact material to our opinion, we have relied upon the representations of each party made in the aforesaid documents, and we have made no independent investigation of such matters.
Based upon the foregoing and such other information and documents as we consider necessary to render this opinion, we are of the opinion that:
1. The Purchase Agreement has been duly authorized, executed and delivered by the City and, assuming due execution and delivery by the Underwriter, is a valid and binding agreement of the City.
2. The Continuing Disclosure Certificate has been duly authorized, executed and delivered by the City and is a valid and binding agreement of the City. No opinion is expressed herein regarding the adequacy of the Continuing Disclosure Certificate for purposes of Securities Exchange Commission Rule 15c2-12.
3. The statements on the cover of the Official Statement and in the Official Statement under the captions “INTRODUCTION,” “THE CERTIFICATES,” “SECURITY AND SOURCES OF PAYMENT FOR THE CERTIFICATES,” and “TAX MATTERS,” and in “APPENDIX A – C-2
SUMMARY OF PRINCIPAL LEGAL DOCUMENTS” and “APPENDIX D – PROPOSED FORM OF SPECIAL COUNSEL OPINION,” excluding any material that may be treated as included under such captions and appendices by any cross-reference, insofar as such statements expressly summarize provisions of the Certificates, and the Legal Documents and Special Counsel’s final opinion concerning certain federal and state tax matters relating to the Certificates, are accurate in all material respects as of the date of Closing.
4. The Certificates are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended.
The opinions expressed herein are based upon our analysis and interpretation of existing laws, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities. This opinion is limited to matters governed by the laws of the State of California and federal securities laws, and we assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction.
We call attention to the fact that the rights and obligations under the Legal Documents are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State of California.
We express no opinion herein with respect to any indemnification, contribution, choice of law, choice of forum, penalty or waiver provisions contained in the Certificates, the Trust Agreement, the Installment Sale Agreement dated as of May 1, 2026, between the City and the Corporation (the “Installment Sale Agreement”), the Continuing Disclosure Certificate or the Purchase Agreement, nor do we express any opinion with respect to the state or quality of title to any of the real or personal property described in the Installment Sale Agreement or the Trust Agreement, or the accuracy or sufficiency of the description of any such property contained therein.
We express no opinion herein regarding any tax consequences with respect to the Certificates.
No opinion is expressed herein with respect to the compliance with, or applicability of, any “blue sky” laws of any state as they relate to the offer or sale of the Certificates.
We call attention to the fact that the foregoing opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether such actions or events are taken (or not taken) or occur (or do not occur).
This opinion is furnished by us to you and is solely for your benefit, and may not be used, circulated, quoted or otherwise referred to or relied upon by others without our prior written consent.
This letter is not intended to be, and may not be, relied upon by the owners of the Certificates or any beneficial ownership interest therein. You have acknowledged that no attorney-client relationship exists between us and you with respect to any matters related to the Certificates.
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Our engagement with respect to the Certificates has concluded with their delivery, and we disclaim any obligation to update this opinion or other matters discussed in the Official Statement.
Respectfully submitted,
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EXHIBIT D
FORM OF DISCLOSURE COUNSEL LETTER
[Closing Date]
Stifel, Nicolaus & Company, Incorporated
Los Angeles, California
Re: $[PAR] City of Barstow Local Measure I Transportation Sales Tax Revenue Certificates of Participation, Series 2026
Ladies and Gentlemen:
We have acted as Disclosure Counsel to the City of Barstow (the “City”) in connection with the execution and delivery of the above-referenced certificates of participation (the “Certificates”).
The Certificates are being delivered pursuant to a Trust Agreement dated as of May 1, 2026 (the “Trust Agreement”), by and among the City, the Public Property Facilities Corporation of California (the “Corporation”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
Capitalized terms not otherwise defined herein shall have the meanings set forth in the Certificate Purchase Agreement dated [Pricing Date] (the “Purchase Agreement”), between Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) and the City. This letter is being delivered to you pursuant to Section 8(e)(xiii) of the Purchase Agreement.
In rendering the advice contained herein, we have examined originals or copies certified or otherwise identified to our satisfaction of: (i) the electronic version of the Preliminary Official Statement relating to the Certificates, dated [POS Date] and posted on ______, 2026 (the “Preliminary Official Statement”); (ii) the electronic version of the Official Statement relating to the Certificates, dated [Pricing Date] and posted on ______, 2026 (the “Official Statement”); and (iii) the agreements, letters, certificates, and opinions delivered to you pursuant to Section 8 of the Purchase Agreement.
We have assumed, but not independently verified, that the signatures on all documents, letters, opinions and certificates which we have examined are genuine, that all documents submitted to us are authentic and were duly and properly executed by the parties thereto and that all representations made in the documents that we have reviewed are true and accurate. As to questions of fact material to our opinion, we have relied upon the representations of each party made in the aforesaid documents, and we have made no independent investigation of such matters.
We express no opinion regarding any tax consequences with respect to the Certificates. No opinion is expressed herein with respect to the compliance with, or applicability of, any “blue sky” laws of any state as they relate to the offer or sale of the Certificates.
We are not passing upon and have not undertaken to determine independently or to verify the accuracy or completeness of the statements contained in the Preliminary Official Statement and the Official Statement and are, therefore, unable to make any representation to you in that regard. Based on our participation in conferences prior to the date of the Official Statement with representatives of the City, Urban Futures, Inc., as municipal advisor to the City, the City Attorney, the Underwriter, D-2
Underwriter’s counsel, the Corporation, and others, during which the content of the Preliminary Official Statement and the Official Statement and related matters were discussed, our reliance on the oral and written statements of the City and others, our review of and reliance upon the documents, certificates, instructions and records and the opinions of counsel described above and our understanding of applicable law, and subject to the limitations on our role as Disclosure Counsel, we advise you as a matter of fact but not opinion that no information has come to the attention of the attorneys in the firm representing the City as Disclosure Counsel on this matter which caused us to believe that: (a) the Preliminary Official Statement as of its date or as of [POS Date] (excluding therefrom financial, demographic, statistical, economic or demographic data; forecasts, numbers, charts, tables, graphs, projections, estimates, assumptions and expressions of opinions; information relating to DTC and its book-entry only system; CUSIP numbers; information under the captions “TAX MATTERS” and “UNDERWRITING”; and the Appendices to the Preliminary Official Statement, as to which we express no view) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such information as is permitted to be excluded from the Preliminary Official Statement pursuant to Rule 15c2-12, including but not limited to information as to pricing, yields, interest rates, maturities, amortization, redemption provisions, ratings, debt service requirements, Underwriters’ discount and CUSIP numbers; or (b) the Official Statement as of its date and as of the date hereof (excluding therefrom financial, demographic, statistical, economic or demographic data; forecasts, numbers, charts, tables, graphs, projections, estimates, assumptions and expressions of opinions; information relating to DTC and its book-entry only system; CUSIP numbers; information under the captions “TAX MATTERS” and “UNDERWRITING”; and the Appendices to the Official Statement, as to 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 made therein, in the light of the circumstances under which they were made, not misleading. We advise you that, in providing advice and assistance as Disclosure Counsel, we provided no independent diligence on the MSRB’s Electronic Municipal Market Access website, and we express no view regarding the City’s or the City’s related entities’ compliance with any obligation to file annual reports or provide notice of events, each as described in Rule 15c2-12. Finally, we advise you that, other than reviewing the various certificates and opinions required by Section 8 of the Purchase Agreement, we have not taken any steps since the date of the Official Statement to verify the accuracy of the statements contained in the Preliminary Official Statement or the Official Statement as of the date hereof. No responsibility is undertaken or opinion rendered with respect to any other disclosure document, materials or activity, or as to any information from another document or source referred to by, or incorporated by reference in, the Official Statement.
By acceptance of this letter you acknowledge that the preceding paragraph is neither a legal opinion nor a guarantee regarding the Preliminary Official Statement or the Official Statement; rather it is a statement of negative assurance regarding factual information that did not come to the attention of the attorneys in our firm working on this matter during the limited activities that we performed as Disclosure Counsel. Our services did not include financial or other non-legal advice.
By acceptance of the letter, the Underwriter recognizes and acknowledges that: (i) the advice herein is based on certain limited activities performed by specific attorneys in our firm in our role as Disclosure Counsel; (ii) the scope of the activities performed by such attorneys in our role as Disclosure Counsel and for purposes of delivering such advice was inherently limited and does not purport to encompass all activities necessary for compliance by the Underwriters with applicable state and federal securities laws; and (iii) the activities performed by such attorneys in our role as Disclosure Counsel rely in part by representations, warranties, certifications and opinions of other parties to the D-3
transaction, including representations, warranties and certifications made by the Authority, the City, the Underwriter and others.
This letter is furnished by us as Disclosure Counsel to the City. No attorney-client relationship has existed or exists between our firm and you in connection with the Certificates or by virtue of this letter. This letter is solely for your benefit and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose without our prior written consent. This letter is not intended to and may not be relied upon by owners of Certificates or any beneficial interest therein.
Our engagement with respect to the Certificates terminates as of the date hereof, and we have not undertaken any duty, and expressly disclaim any responsibility, to advise you as to events occurring after the date hereof with respect to the Certificates or other matters discussed herein or in the Official Statement.
Respectfully submitted,