BOND PURCHASE AGREEMENT
$[PAR]
WEST PATTERSON FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 2018-1
(VILLAGES OF PATTERSON)
SPECIAL TAX BONDS
SERIES 2024
[_________], 2024
West Patterson Financing Authority
1 Plaza
P.O. Box 667
Patterson, California 95363
Ladies and Gentlemen:
The undersigned, Hilltop Securities Inc. (the “Underwriter”) offers to enter into the following agreement (this “Bond Purchase Agreement”) with the West Patterson Financing Authority (the “Authority”) acting for and on behalf of the West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) (the “Community Facilities District”), which, upon the acceptance by the Authority of this offer, will be binding upon the Authority and the Underwriter. This offer is made subject to the Authority’s written acceptance hereof on or before 11:59 p.m. Pacific time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the Authority at any time prior to the acceptance hereof by the Authority. Terms not otherwise defined in this Bond Purchase Agreement shall have the same meanings set forth in the Fiscal Agent Agreement (as defined herein) or in the Official Statement (as defined herein).
1. Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations and agreements set forth herein, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to sell and deliver to the Underwriter, all, but not less than all, of the West Patterson Financing Authority Community Facilities District No. 2018- 1 (Villages of Patterson) Special Tax Bonds, Series 2024 (the “Bonds”).
The principal amount of the Bonds to be issued, the dated date therefor, the maturities, redemption provisions and interest rates per annum are set forth in Exhibit A hereto and as further described in the Official Statement. The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of a Fiscal Agent Agreement dated as of October 1, 2021, as supplemented and amended by Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of January 1, 2024 (together, the “Fiscal Agent Agreement”) by and between the Authority and U.S. Bank Trust Company, National Association, as successor fiscal agent (the “Fiscal Agent”).
The Bonds are being issued pursuant to the Fiscal Agent Agreement and the Mello-Roos Community Facilities Act of 1982, as amended, being California Government Code Section 53311, et seq. (the “Act”).
2 The Underwriter has agreed to purchase all (but not less than all) of the Bonds from the Authority at a purchase price of $[__________] (being 100% of the aggregate principal amount thereof, [plus/minus] [a/an] [net] original issue [premium/discount] of $[______] and less an Underwriter’s discount of $[_________]).
The Bonds are being issued to (i) construct and acquire certain public facilities of benefit for the Community Facilities District, (ii) fund a reserve fund for the Bonds, and (iii) pay costs of issuing the Bonds. The Bonds are payable from the proceeds of an annual Special Tax levied on property located within the Community Facilities District, and from certain funds pledged under the Fiscal Agent Agreement. The Bonds are being issued on a parity with the West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) Special Tax Bonds, Series 2021 (the “2021 Bonds”).
2. Public Offering. The Underwriter agrees to make a bona fide public offering of all of the Bonds at a price not to exceed the public offering price set forth on the inside cover of the Official Statement and as set forth in Exhibit A. The Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the public offering price stated on the cover of the Official Statement. The Underwriter shall indemnify and hold harmless the Authority and its members, officers, directors, employees, agents and attorneys against any and all claims, damages, liabilities, costs and expenses (including fees and disbursements of counsel) incurred by them or any of them, which arise out of a breach by the Underwriter of the representations and warranties contained in this paragraph.
The Underwriter has been duly authorized to execute this Bond Purchase Agreement and to act hereunder. Inasmuch as the purchase and sale of the Bonds represents a negotiated transaction, the Authority acknowledges and agrees that (i) the transaction contemplated by this Bond Purchase Agreement is an arm’s length, commercial transaction between the Authority and the Underwriter in which the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the Authority; (ii) the Underwriter has not assumed any advisory or fiduciary responsibility to the Authority with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority on other matters); (iii) the Underwriter is acting solely in its capacity as Underwriter for its own account; (iv) the only contractual obligations the Underwriter has to the Authority with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement; (v) the Underwriter has financial and other interests that differ from those of the Authority; and (vi) the Authority has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. Nothing in the foregoing paragraph is intended to limit the Underwriter’s obligations of fair dealing under MSRB Rule G-17 of the MSRB.
3. The Official Statement.
(a) The Authority hereby 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 Bonds, dated January [__], 2024 (including the cover page and all appendices thereto and as supplemented, if any, the “Preliminary Official Statement”). The Authority hereby confirms that the Authority has deemed final the Preliminary Official Statement for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”). The Authority hereby agrees to deliver or cause to be delivered to the Underwriter, within seven (7) business days of the date hereof, copies of 3 the final official statement, dated the date hereof, relating to the Bonds (including all information previously permitted to have been omitted by Rule 15c2-12 and any amendments or supplements as have been approved by the Authority and the Underwriter, the “Official Statement”) in such quantity as the Underwriter shall request in order to permit the Underwriter to comply with Rule 15c2-12. The Authority hereby approves of the use and distribution by the Underwriter of the Official Statement in connection with the offer and sale of the Bonds. (b) The Underwriter hereby agrees to file the Official Statement with the MSRB.
4. Representations and Agreements of the Authority. The Authority hereby represents to and agrees with the Underwriter that:
(a) The Authority is duly organized and validly existing as a joint powers authority under the laws of the State of California and has duly authorized the formation of the Community Facilities District pursuant to the Resolution of Formation (the “Resolution of Formation”) and the Act and the Board of Directors of the Authority (the “Board of Directors”), acting as the legislative body of the Community Facilities District, has duly adopted the District Resolutions (defined herein) and has caused to be recorded in the real property records of the County of Stanislaus a Notice of Special Tax Lien for the Community Facilities District (the “Notice of Special Tax Lien”) (such District Resolutions and Notice of Special Tax Lien being collectively referred to herein as the “Formation Documents”) and each of the Formation Documents remains in full force and effect as of the date hereof and the Authority has full power and authority to adopt on January [__], 2024 its resolution authorizing the issuance of the Bonds (the “Resolution” and together with the “Resolution of Formation” the “District Resolutions”) and to enter into and to perform its obligations under the Fiscal Agent Agreement, the Continuing Disclosure Agreement and this Bond Purchase Agreement (collectively, the “Authority Documents”); and when executed and delivered by the respective parties thereto, the Authority Documents will constitute the legal, valid and binding obligations of the Authority enforceable against the Authority in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against joint powers agencies in the State of California; (b) By official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has approved and authorized the distribution of the Preliminary Official Statement and the Official Statement and authorized and approved the execution and delivery of the Authority Documents and the consummation by the Authority of the transactions contemplated thereby;
(c) To the knowledge of the Authority, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body pending against the Authority seeking to restrain or enjoin the sale or issuance of the Bonds, or in any way contesting or affecting any proceedings of the Authority taken concerning the sale thereof, the pledge or application of any moneys or security provided for the payment of the Bonds, in any way contesting the validity or enforceability of the Authority Documents or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or the existence or powers of the Authority relating to the sale of the Bonds; 4 (d) To the knowledge of the Authority, the statements and information relating to the Authority and the Community Facilities District contained in the Preliminary Official Statement, as of the date thereof, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect; (e) To the knowledge of the Authority, the statements and information relating to the Authority and the Community Facilities District contained in the Official Statement are true and correct in all material respects, and the information relating to the Authority and the Community Facilities District contained in the Official Statement does not contain an untrue statement of a material fact or omit any statement or information relating to the Authority and the Community Facilities District which is necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect; (f) The Special Tax has been duly and lawfully authorized and may be levied under the Act, the State Constitution and the applicable laws of the State; (g) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter, at the expense of the Underwriter as the Underwriter may reasonably request in endeavoring (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not now so subject; (h) The Fiscal Agent Agreement creates a valid pledge of the Special Tax Revenues and the moneys in the Special Tax Fund, the Bond Fund and the Reserve Fund and any accounts therein established pursuant to the Fiscal Agent Agreement, including the investments thereof, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein; (i) To the knowledge of the Authority, the execution and delivery by the Authority of the Authority Documents and compliance with the provisions on the Authority's part contained therein will not conflict with or constitute a material breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Authority Documents;
(j) If before the earlier of the date 25 days from the “end of the underwriting period” (as defined in Rule 15c2-12) or the date all of the Bonds are sold (which the Authority may assume is the Closing Date unless otherwise informed in writing by the Underwriter), an event occurs which, in the reasonable opinion of the Underwriter or its counsel, might or would cause the information contained in the Official Statement as then supplemented or amended, to contain an untrue statement of a 5 material fact or to omit to state a material fact necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the Authority, if requested by the Underwriter, will cooperate in amending or supplementing the Official Statement in a form and in a manner approved by the Underwriter;
(k) During the period described in the preceding paragraph, (i) the Authority will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in writing and (ii) if any event relating to or affecting the Authority shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to a purchaser of the Bonds, the Authority will cooperate with the Underwriter to prepare and furnish to the Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Official Statement is delivered to a purchaser of the Bonds, not misleading;
(l) Based on a review of its prior undertakings, and except as otherwise disclosed in the Official Statement, within the last five years, the Authority has not failed to comply in all material respects with any reporting obligation that it has undertaken under Rule 15c2-12 for any indebtedness issued by the Authority; and
(m) The execution and delivery of this Bond Purchase Agreement by the Authority shall constitute a representation by the Authority to the Underwriter that the representations and agreements contained in this Section are true as of the date hereof; provided, however, that as to all matters of law the Authority is relying on the advice of bond counsel to the Authority; and provided further, that no member, director, officer, agent or employee of the Authority shall be individually liable for the breach of any representation, warranty or agreement contained herein.
5. Closing. At 8:00 a.m., California time, on _______, 2024, (the “Closing Date”) or at such other time and date as shall have been mutually agreed upon by the Authority and the Underwriter (the “Closing”), the Authority will, subject to the terms and conditions hereof, deliver to the Underwriter the Bonds in definitive fully registered form, bearing CUSIP numbers without coupons, with one Bond for each maturity of the Bonds, registered in the name of Cede & Co., as nominee of DTC, and subject to the terms and conditions hereof and as provided in the Fiscal Agent Agreement, the Underwriter will accept such delivery and pay the purchase price of the Bonds by wire transfer to the Fiscal Agent payable in immediately available Federal funds. The Bonds shall be made available for inspection by the Underwriter at least one business day before the Closing.
6. Closing Conditions. The Underwriter has entered into this Bond Purchase Agreement in reliance upon the representations and agreements of the Authority contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Authority of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter’s obligations under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Authority of its obligations to be performed hereunder and under such documents and instruments at or prior to the 6 Closing, and shall also be subject to the following additional conditions, including the delivery by the Authority of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Underwriter:
(a) The Authority shall be in compliance with each of the agreements made by it in this Bond Purchase Agreement (unless such agreements are waived by the Underwriter); and there shall not have occurred an adverse change in the financial position, results of operations or financial condition of the Authority or the Community Facilities District that materially adversely affects the ability of the Authority to levy the Special Taxes, to pay principal and interest on the Bonds when due or otherwise perform any of its obligations under the Fiscal Agent Agreement; (b) The Authority Documents shall be in full force and effect, and shall not have been amended, modified or supplemented in any material respect from the forms of such documents which have been provided to the Underwriter as of the date hereof (except as may be agreed to by the Underwriter); and the Authority shall perform or shall have performed its obligations required under or specified in this Bond Purchase Agreement to be performed at or prior to the Closing; (c) At the time of the Closing, the Official Statement (as amended and supplemented) shall be true and correct in all material respects, and shall not contain any untrue statement of a material fact or omit any statement or information necessary to make the statements therein, in the light of circumstances under which they were made, not misleading; (d) Except as disclosed in the Official Statement, no decision, ruling or finding shall have been entered by any court or governmental entity since the date of this Bond Purchase Agreement (and not reversed on appeal or otherwise set aside) which in the reasonable opinion of the Underwriter materially adversely affects the market for the Bonds; (e) (i) No default by the Authority shall have occurred and be continuing in the payment of the principal of or premium, if any, or interest on any bond, note or other evidence of indebtedness issued by the Authority, and (ii) no bankruptcy, insolvency or other similar proceeding in respect of the Authority shall be pending nor to the knowledge of the Authority, contemplated; (f) At or prior to the Closing, the Underwriter shall receive the following documents:
(1) Bond Counsel Opinion. The opinion of Jones Hall, A Professional Law Corporation (“Bond Counsel”), dated the Closing Date, in substantially the form included in the Official Statement as Appendix E, addressed to the Authority. (2) Supplemental Opinion. A supplemental opinion of Bond Counsel, substantially in the form attached hereto as Exhibit B. (3) Letter of Disclosure Counsel. A letter, dated the Closing Date and addressed to the Underwriter and the Authority, of Jones Hall, A Professional Law Corporation, acting as Disclosure Counsel, to the effect that no facts have come to the attention of the attorneys in such firm rending legal services in connection with the Bonds that cause them to believe that the Official Statement, as of its date or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statement made therein, in light of the circumstances under which they were made, not misleading.
7 (4) Opinion of Authority Counsel. An opinion of counsel to the Authority, in form and substance satisfactory to the Underwriter dated the Closing Date, addressed to the Underwriter, substantially to the effect that:
(i) to the best of their knowledge and except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body is pending with respect to which the Authority has been served with process is otherwise known to be threatened which would materially adversely affect the ability of the Authority to perform its obligations under the Bonds, the Formation Documents or the Authority Documents, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds or the application of the proceeds thereof in accordance with the Fiscal Agent Agreement, or the collection or application of the Special Tax to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bonds, the Formation Documents or the Authority Documents or the accuracy of the Official Statement, or any action of the Authority contemplated by any of said documents;
(ii) the Authority is duly organized and validly existing as a joint powers authority under the laws of the State and the Community Facilities District is duly organized and validly existing as a community facilities district under the laws of the State, and the Authority has full legal right, power and authority to perform all of its obligations under the Formation Documents and the Authority Documents; (iii) the Board of Directors has duly and validly adopted the District Resolutions at meetings of the Board of Directors which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the District Resolutions are now in full force and effect; and
(iv) the Authority has duly authorized the Authority Documents and has duly authorized the preparation and delivery of the Official Statement and the Authority Documents constitute legal, valid and binding agreements of the Authority, enforceable against the Authority in accordance with their respective terms, subject to bankruptcy , insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights in general and to the application of equitable principles if equitable remedies are sought and to the limitation on legal remedies against public agencies in the State.
(5) Closing Certificate of Authority. A certificate of the Authority, dated the date of the Closing, signed on behalf of the Authority by a duly authorized representative of the Authority to the effect that, (i) the representations contained in Section 4 of this Bond Purchase Agreement are true and correct in all material respects as of the Closing Date; (ii) to the best of his or her knowledge, no event has occurred since the date of the Official Statement or the date hereof affecting such matters contained therein which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading in any material respect; and (iii) the Authority has complied with all the agreements and satisfied all 8 the conditions on its part to be performed or satisfied under the Formation Documents and the Authority Documents at or prior to the Closing.
(6) 15c2-12 Certificate. A certificate, dated the date of the Preliminary Official Statement, from the Authority deeming the Preliminary Official Statement final for purposes of the Rule.
(7) Certificate of Fiscal Agent. A certificate, dated the Closing Date, signed by a duly authorized officer of the Fiscal Agent, to the effect that (i) the Fiscal Agent is a national banking association, duly organized and validly existing and in good standing under the laws of the United States, having full power and being qualified to enter, accept and administer the trust created under the Fiscal Agent Agreement and, (ii) all approvals, consents and orders of any governmental authority or agency having jurisdiction in the matter that would constitute a condition precedent to the performance by the Fiscal Agent of its duties and obligations under the Fiscal Agent Agreement have been obtained and are in full force and effect, and (iii) the acceptance of the duties and obligations of the Fiscal Agent under the Fiscal Agent Agreement and the consummation of the transactions on the part of the Fiscal Agent contemplated therein, and the compliance by the Fiscal Agent with the terms, conditions and provisions thereof do not contravene any provisions of applicable law of regulation or any order or decree, writ or injunction of the Articles of Incorporation or Bylaws of the Fiscal Agent, and, to the best of such officer’s knowledge, will not require the consent under, or result in a beach of or default under, any resolution, agreement or other instrument to which the Fiscal Agent is a party or by which it may be bound. (8) Opinion of Counsel to Fiscal Agent. An opinion of counsel to the Fiscal Agent, dated the Closing Date, addressed to the Underwriter and the Authority, to the effect that (i) the Fiscal Agent is duly organized and validly existing under the laws of the United States, having full power and being qualified to enter into, accept and agree to the provisions of the Fiscal Agent Agreement and (ii) the Fiscal Agent Agreement has been duly authorized, executed and delivered by the Fiscal Agent and, assuming due authorization, execution and delivery by the other respective parties thereto, constitute the valid and binding obligations of the Fiscal Agent enforceable in accordance with its respective terms, subject to laws relating to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally, to the application of equitable principles and to the exercise of judicial discretion in appropriate cases.
(9) Resolution. A certified copy of the Resolution.
(10) Legal Documents. A copy of each of the Authority Documents and the Official Statement, duly executed and delivered by the respective parties thereto. (11) Tax Certificate. A Certificate as to Arbitrage and Tax Compliance Procedures of the Authority, in form satisfactory to Bond Counsel. (12) Certificate of Goodwin Consulting Group, Inc. A certificate dated the Closing Date from Goodwin Consulting Group, Inc. to the effect that (i) the Special Tax, if collected on the property within the Community Facilities District as identified in, and in the maximum amounts permitted pursuant to the Rate and Method of Apportionment of Special Taxes, as of the Closing Date would generate at least 110% of the maximum annual debt 9 service payable with respect to the Bonds and the 2021 Bonds, based on such assumptions and qualifications as shall be acceptable to the Underwriter, and (ii) all information supplied by it for use in the Preliminary Official Statement, as of its date, and the Official Statement, as of its date and the date of the Closing, is true and correct. (13) Appraisal Report and Certificate. (i) The final appraisal report (the “Appraisal Report”) of Integra Realty Resources (the “Appraiser”) setting forth appraised values of land and improvements within the Community Facilities District at not less than the appraised values set forth in the Official Statement, and (ii) a certificate of the Appraiser in substantially the form of Exhibit C hereto, dated the Closing Date and addressed to the Underwriter and the Authority.
(14) Underwriter’s Counsel Opinion. An opinion of Kutak Rock LLP, counsel for the Underwriter (“Underwriter’s Counsel”), dated the date of the Closing, addressed to the Underwriter in form and substance acceptable to the Underwriter. (15) CDIAC Statements. Copies of the Notices of Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the California Government Code and Section 8855(g) of the California Government Code. (16) Other Items Requested by Counsel. Such additional certificates, instruments and other documents as the Underwriter or its counsel, or Bond Counsel, may reasonably deem necessary to evidence the truth and accuracy as of the time of the Closing of the representations of the Authority under this Bond Purchase Agreement and the due performance or satisfaction by the Authority at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Authority.
7. Condition to the Obligations of the Authority.
(a) The Fiscal Agent Agreement, the Continuing Disclosure Agreement and this Bond Purchase Agreement shall have been executed and delivered by the other parties thereto. (b) No order, decree, injunction, ruling or regulation of any court, regulatory agency, public board or body shall have been issued nor shall any legislation have been enacted with the purpose of effect, directly or indirectly, of prohibiting the offering, sale or issuance of the Bonds as contemplated hereby or by the Official Statement.
(c) The Underwriter shall provide information to which it has access in its ordinary course of business that is requested by the Authority for purposes of its compliance with California Government Code Section 8855.
(d) As of the Closing Date, Bond Counsel shall have delivered the opinions referred to in Section 6(f)(1) and 6(f)(2) hereof and Disclosure Counsel shall have delivered the letter referred to in Section 6(f)(3), all dated as of the Closing Date
8. Termination. The Underwriter shall have the right to cancel its obligation to purchase the Bonds if, between the date of this Bond Purchase Agreement and the Closing, the market price or marketability of the Bonds shall be materially adversely affected, in the reasonable judgment of the Underwriter, by the occurrence of any of the following:
10 (a) Legislation shall be enacted by or introduced in the Congress of the United States or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or the Legislature of the State or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or of the State or the United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed, the effect of any or all of which would be to impose, directly or indirectly, federal income taxation or State income taxation upon interest received on obligations of the general character of the Bonds or, with respect to state taxation, of the interest on the Bonds as described in the Official Statement, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of changing the federal income tax consequences or State income tax consequences of any of the transactions contemplated herein;
(b) Legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933, as amended, or that the Fiscal Agent Agreement is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended, or that the issuance, offering, or sale of obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities law as amended and then in effect; (c) Any state Blue Sky or securities commission or other governmental agency or body shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (d) A general suspension of trading in securities on the New York Stock Exchange or the American Stock Exchange, the establishment of minimum prices on either such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal, State of New York, or State officials authorized to do so; (e) The New York Stock Exchange or other national securities exchange or any governmental authority, shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, Underwriter; (f) Any amendment to the federal or State Constitution or action by any federal or state court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the Authority, its property, income, securities (or interest thereon), or the validity or enforceability of the Special Taxes to pay principal of and interest on the Bonds; 11 (g) Any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (h) There shall have occurred any materially adverse change in the affairs or financial condition of the Authority or the Community Facilities District; (i) The United States shall have become engaged in hostilities which have resulted in a declaration of war or a national emergency or there shall have occurred any other outbreak or escalation of hostilities;
(j) There shall have occurred any national or international calamity or crisis in the financial markets of the United States;
(k) Any fact or event shall exist or have existed that, in the Underwriter’s reasonable judgment, requires or has required an amendment of or supplement to the Official Statement; (l) A material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; or
(m) The purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission.
9. Expenses. The costs and expenses incurred by the parties hereto with respect to the Bonds and the proceedings for the sale and issuance thereof shall be paid as follows:
(a) Authority. The Authority acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Bonds. The Authority shall pay or cause to be paid (but solely from the proceeds of the Bonds and not otherwise) the expenses incident to the performance of the obligations of the Authority hereunder, including but not limited to:
(1) the cost of preparation and printing of the Preliminary Official Statement and the final Official Statement in reasonable quantities and all other documents (other than as set forth in subsection (b) below) prepared in connection with the transactions contemplated hereby;
(2) the fees and disbursements of the Fiscal Agent and counsel to the Fiscal Agent in connection with the issuance of the Bonds;
(3) the fees and disbursements of Bond Counsel and any other experts or consultants retained by the Authority in connection with the transactions contemplated hereby;
(4) the fees and expenses of disclosure counsel in connection with its preparation of the Preliminary Official Statement and the Official Statement and the rendering of its disclosure counsel letter; and
12 (5) the Authority shall also pay for any expenses (solely by means of its being included in the expense component of the Underwriter’s discount) incurred by the Underwriters which are incidental to implementing this Bond Purchase Agreement and the issuance of the Bonds, including, but not limited to meals, transportation and lodging, if any, and any other miscellaneous closing costs.
(b) Underwriter. The Underwriter shall pay:
(1) the cost of preparation and printing of Blue Sky and Legal Investment Memoranda if any, to be used by it;
(2) the fees and disbursements of Underwriter’s Counsel; (3) all advertising expenses in connection with the public offering of the Bonds; and
(4) California Debt and Investment Advisory Commission fees.
10. Establishment of Issue Price.
(a) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit D, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. (b) Except as otherwise set forth in Exhibit A attached hereto, the Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Authority or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Bond Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence 13 shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”).
So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(A) the close of the fifth (5th) business day after the sale date; or (B) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the 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 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be 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 Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or brokerdealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds 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 14 the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The Authority acknowledges that, in making the representation set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Authority 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 Bonds, including, but not limited to, its agreement to comply with the hold-the-offeringprice rule, if applicable to the Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section.
Further, for purposes of this section:
a. “public” means any person other than an underwriter or a related party;
b. “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public); c. a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and
d. “sale date” means the date of execution of this Bond Purchase Agreement by the Authority and Underwriter.
15 11. Notices. Any notice or other communication to be given under this Bond Purchase Agreement to the Authority or the Underwriter may be given by delivering the same in writing at the addresses set forth below:
If to the Authority: West Patterson Financing Authority 1 Plaza
P.O. Box 667
Patterson, California 95363
Attention: Finance Director
If to the Underwriter: Hilltop Securities Inc.
2533 South Coast Highway 101, Suite 250
Cardiff by the Sea, California 92007
Attention: Public Finance
12. Entire Agreement. This Bond Purchase Agreement, when accepted by the Authority, shall constitute the entire agreement between the Authority and the Underwriter and is made solely for the benefit of the Authority and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder by virtue hereof.
All the Authority’s representations, warranties and agreements in this Bond Purchase Agreement shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of the Underwriter, (b) delivery of and payment for the Bonds hereunder, and (c) any termination of this Bond Purchase Agreement.
13. Counterparts. This Bond 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.
14. Reliance on Representations. The Authority hereby acknowledges that the Underwriter, in executing this Bond Purchase Agreement and in paying for the Bonds as provided herein, is relying upon the representations of the Authority set forth herein.
15. 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, but this Bond Purchase Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.
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16. State of California Law Governs. The validity, interpretation and performance of this Bond Purchase Agreement shall be governed by the laws of the State of California applicable to contracts made and performed in California.
Very truly yours,
HILLTOP SECURITIES INC.
By:
Managing Director
The foregoing is hereby agreed to and
accepted as of the date first above written:
WEST PATTERSON FINANCING
AUTHORITY
By:
Executive Director
Time of Execution: _____________ p.m. California time
[EXECUTION PAGE OF BOND PURCHASE AGREEMENT - WEST PATTERSON FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 2018-1 (VILLAGES OF PATTERSON) SPECIAL TAX BONDS, SERIES 2024]
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EXHIBIT A
$[PAR]
WEST PATTERSON FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 2018-1
(VILLAGES OF PATTERSON)
SPECIAL TAX BONDS
SERIES 2024
MATURITY SCHEDULE
Maturity
(September 1)
Principal
Amount
Interest
Rate Yield Price
10% Test
Satisfied*
10% Test
Not
Satisfied
Subject to
Hold-TheOffering-Price
Rule (marked
if used)
__
(T)
(T) Term Bond.
(C) Priced to optional call at [103]% on [________] 1, 20[__]. * At the time of execution of this Bond Purchase Agreement and assuming orders are confirmed by the close of the business day immediately following the date of this Bond Purchase Agreement.
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EXHIBIT B
FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL
[CLOSING DATE]
West Patterson Financing Authority
1 Plaza
P.O. Box 667
Patterson, California 95363
Hilltop Securities Inc.
2533 South Coast Highway 101, Suite 210
Cardiff by the Sea, CA 92007
Supplemental Opinion: $[PAR] West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) Special Tax Bonds, Series 2024
Members of the Board of Directors:
We have acted as bond counsel in connection with the issuance by the West Patterson Financing Authority (the “Authority”) of its $[PAR] aggregate principal amount of West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) Special Tax Bonds, Series 2024 (the “Bonds”), pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”), a Fiscal Agent Agreement dated as of October 1, 2021, as supplemented and amended by a Supplemental Agreement No. 1 to Fiscal Agent Agreement dated as of January 1, 2024 (together, the “Fiscal Agent Agreement), between the Authority, for and on behalf of West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) (the “District”), and U.S. Bank Trust Company, National Association, as successor fiscal agent (the “Fiscal Agent”) and Resolution No. ____, adopted by the Board of Directors of the Authority on January [__], 2024 (the “Resolution”).
In connection with this opinion, we have examined the law, the Fiscal Agent Agreement, the Bond Purchase Agreement, dated [_________], 2024 (the “Purchase Agreement”) by and between the Authority and Hilltop Securities Inc., as underwriter for the Bonds (the “Underwriter”), the Official Statement dated [_________], 2024 relating to the Bonds (the “Official Statement”), and such other documents, certifications, and opinions as we have considered necessary to render the opinions set forth herein. As to questions of fact material to our opinion, we have relied upon representations of the Authority contained in the Resolution and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation.
Based upon the foregoing, we are of the opinion, under existing law, as follows:
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1. The Purchase Agreement has been duly authorized, executed and delivered by the Authority, and, assuming such agreement constitutes a valid and binding obligation of the Underwriter, constitutes a legally valid and binding agreement of the Authority enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor’s rights or remedies and is subject to general principles of equity and to the exercise of judicial discretion in appropriate cases.
2. The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.
3. The information contained in the Official Statement on the cover and under the captions “INTRODUCTION,” “THE BONDS,” “SECURITY FOR THE BONDS,” and “TAX MATTERS,” and in Appendix E thereof, is accurate insofar as such information purports to summarize or replicate certain provisions of the Act, the Bonds, the Fiscal Agent Agreement, and our opinion regarding the exclusion from gross income for federal income tax purposes and exemption from California personal income taxes of interest on the Bonds.
Respectfully submitted,
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EXHIBIT C
WEST PATTERSON FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 2018-1
(VILLAGES OF PATTERSON)
SPECIAL TAX BONDS SERIES 2024
CERTIFICATE OF APPRAISER
Hilltop Securities Inc.
Cardiff by the Sea, California
West Patterson Financing Authority
Patterson, California
The undersigned hereby states and certifies:
1. That he is an authorized principal of Integra Realty Resources (the “Appraiser”) and as such is familiar with the facts herein certified and is authorized and qualified to certify the same.
2. That the Appraiser has prepared an appraisal report dated November 1, 2023 (the “Appraisal Report”) on behalf of the West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) (the “Community Facilities District”) and in connection with the Preliminary Official Statement dated January [__], 2024 (the “Preliminary Official Statement”) and the Official Statement dated [_________], 2024 (“Official Statement”), for the West Patterson Financing Authority Community Facilities District No. 2018-1 (Villages of Patterson) Special Tax Bonds, Series 2024 (the “Bonds”).
3. That the Appraiser hereby consents to the reproduction and use of the Appraisal Report appended to the Preliminary Official Statement and the Official Statement. The Appraiser also consents to the references to the Appraiser and the Appraisal Report made in the Preliminary Official Statement and the Official Statement.
4. In the opinion of the Appraiser the assumptions made in the Appraisal Report are reasonable.
5. That the Preliminary Official Statement and the Official Statement have been reviewed on behalf of the Appraiser and to the best knowledge of the Appraiser the statements concerning the Appraisal Report, and the value of the property in the Community Facilities District contained under the captions “SPECIAL TAX REVENUE AND VALUE OF PROPERTY WITHIN THE DISTRICT – The Appraisal,” and “APPENDIX C - THE APPRAISAL,” and the information in Table 2, Table 3, Table 4 and the footnotes thereto referenced as provided by the Appraiser or from the Appraisal Report, are true, correct and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
6. Each of the parcels appraised by the Appraiser is encompassed within the Community Facilities District as set forth in the boundary map of the Community Facilities District.
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7. That, as of the date of the Preliminary Official Statement, as of the date of the Official Statement and as of the date hereof, the Appraisal Report appended to the Preliminary Official Statement and the Official Statement, respectively, to the best of my knowledge and belief, and subject to all of the Limiting Conditions and Major Assumptions set forth in the Appraisal Report, did not and does not contain any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and no events or occurrences have been ascertained by me or have come to my attention that would substantially change the estimated values stated in the Appraisal Report. However, I have not performed any procedures since the date of the Appraisal Report to obtain knowledge of such events or occurrences nor am I obligated to do so in the future.
8. The Authority and Hilltop Securities Inc., as underwriter, are entitled to rely on this Certificate.
Dated: [CLOSING DATE] INTEGRA REALTY RESOURCES
By: _____________________________________
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EXHIBIT D
FORM OF CERTIFICATE OF THE UNDERWRITER
$[PAR]
WEST PATTERSON FINANCING AUTHORITY
COMMUNITY FACILITIES DISTRICT NO. 2018-1
(VILLAGES OF PATTERSON)
SPECIAL TAX BONDS
SERIES 2024
The undersigned, on behalf of Hilltop Securities Inc. (“Hilltop”), based on the information available to it, hereby certifies as set forth below with respect to the sale and issuance of the abovecaptioned obligations (the “Bonds”).
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. Defined Terms.
(a) “General Rule Maturities” means, the Maturities of the Bonds listed in Schedule 1 as “General Rule Maturities.”
(b) “Issuer” means the West Patterson Financing Authority. (c) “Maturity” means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(d) “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. (e) “Underwriter” means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents Hilltop’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. Accordingly, Hilltop makes no representation as to the legal sufficiency of the factual matters set forth herein. 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 arbitrage certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and D-2
by Jones Hall, A Professional Law Corporation, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. Except as expressly set forth above, the certifications set forth herein may not be relied upon or used by any third party for any other purpose.
HILLTOP SECURITIES INC., as Underwriter
By:
Its:
Dated: [CLOSING DATE]
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SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES
[PRICING TO BE ATTACHED]