OH&S DRAFT – Distributed 08/29/24
4161-8908-1424.6
BOND PURCHASE CONTRACT
$[2024A Par]
City of Santa Clara, California
Electric Revenue Bonds, Series 2024 A
[Pricing Date], 2024
City of Santa Clara
1500 Warburton Avenue
Santa Clara, California 95050
Ladies and Gentlemen:
The undersigned, J.P. Morgan Securities LLC, as representative (the “Representative”), on its own behalf and on behalf of RBC Capital Markets, LLC, and Siebert Williams Shank & Co., LLC ( collectively, the “Underwriters”), hereby offers to enter into this Bond Purchase Contract (this “Bond Purchase Contract”) with the City of Santa Clara, California (the “City”), which, upon acceptance of this offer by the City, will be binding upon the City and the Underwriters. This offer is made subject to the written acceptance hereof by the City on or before 5:00 p.m., California time , on the date hereof . If this offer is not so accepted, this offer will be subject to withdrawal by the Underwriter s upon written notice given to the City by the Representative at any time prior to the acceptance hereof by the City. The Representative hereby confirms that it has been duly authorized by the other Underwriters to execute this Bond Purchase Contract and to take all action hereunder by and on behalf of the Underwriters. Any action taken under this Bond Purchase Contract by the Representative will be binding upon all the Underwriters. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Official Statement or the Indenture, each as hereinafter defined.
The City acknowledges and agrees that: (i) the Underwriters are not acting as a municipal advisor within the meaning of Section 15B of the Securities Exchange Act, as amended, (ii) the primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm’s length commercial transaction between the City and the Underwriters; (iii) the Underwriters are acting solely as principals and are not acting as an agent or municipal advisors, financial advisors or fiduciaries to the City and have not assumed any advisory or fiduciary responsibility to the City with respect to the transaction contemplated by this Bond Purchase Contract and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriters have provided other services or are currently providing other services to the City on other matters); (iv) the only obligations the Underwriters have to the City with respect to the transaction contemplated hereby are expressly a s set forth in this Bond Purchase Contract; and (v) the City has consulted its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it has deemed appropriate.
1. Purchase and Sale of the Series 2024 A Bond s. Upon the terms and conditions and upon the basis of the representations and agreements set forth herein, the Underwriter s, jointly and severally, hereby agree to purchase from the City, and the City hereby agrees to sell to the Underwriters, all (but not less than all) of its $ [2024A Par] aggregate principal amount of 2 4161-8908-1424.6
City of Santa Clara, California Electric Revenue Bonds, Series 2024 A (the “Series 2024 A Bonds”).
The Underwriters agree to purchase the Series 2024 A Bonds at the aggregate purchase price of $ [Purchase Price] (representing the principal amount of the Series 2024 A Bonds of $[2024A Par] , [plus/less] original issue [ premium/discount] of $ [OIP][OID], less an Underwriters’ discount of $[UW Discount] ) (the “Purchase Price”). The Series 2024 A Bonds shall be dated their date of delivery, shall bear interest payable on [January 1], 2025 and thereafter semiannually each July 1 and January 1 at the rates, shall mature on July 1 in each year and in the amounts, and shall be subject to redemption, all as set forth in Exhibit A attached hereto.
It shall be a condition to the City’s obligations to execute , issue and deliver the Series 2024 A Bonds to the Underwriters and to the Underwriters ’ obligation to purchase, to accept delivery of and to pay for the Series 2024 A Bonds that the entire $ [2024A Par] aggregate principal amount of the Series 2024 A Bonds shall be so executed , issued and delivered by the City and purchased, accepted and paid for by the Underwriters at the Closing (as defined in Section 7 hereof ).
2. The Series 2024 A Bond s. The Series 2024 A Bonds will be issued pursuant to Section 1321 of the Charter of the City (the “ Charter”); a number of resolutions adopted pursuant to the Charter; the Revenue Bond Law of 1941, to the extent incorporated by such procedural resolutions; a resolution adopted by the City Council of the City (the “City Council”) on [September 10] , 2024 (the “Bond Resolution ”); and an Amended and Restated Electric Revenue Bond Indenture, dated as of March 1, 2011 (the “Amended and Restated Indenture”), by and between the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented and amended, including as supplemented and amended by a Fourth Supplement al Electric Revenue Bond Indenture, dated as of October 1, 2024 (the “Fourth Supplement ” and together with the Amended and Restated Indenture, as previously amended and supplemented, the “Indenture”), by and between the City and the Trustee. The Series 2024 A Bonds will be limited obligations of the City payable solely from and secured by a pledge of Adjus ted Net Revenues, and the other funds pledged therefore under the Indenture.
The terms and provisions of the Series 2024 A Bonds are set forth in the Indenture.
The net proceeds from the issuance of the Series 2024 A Bonds will be used to (i) fund or reimburse the City for certain costs of improvements to the Electric System of the City and (ii) pay costs of issuance of the Series 2024 A Bonds.
3. Use and Preparation of Preliminary Official Statement and Official Statement; Continuing Disclosure . The City has heretofore delivered to the Underwriters copies of the Preliminary Official Statement dated [POS Date], 2024, relating to the Series 2024 A Bonds ( including the cover page, the inside cover page and a ppendices thereto, and any supplements or amendments thereto, the “Preliminary Official Statement”), which the City has deemed final as of its date, except for the omission of such information as i s permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2- 12 promulgated under the Securities Exchange Act of 1934, as amended ( “Rule 15c2 -12”). The City hereby agrees to deliver or cause to be delivered to the Underwriters, within seven (7) business days from the date hereof 3 4161-8908-1424.6
and, in any case, at least two (2) business days prior to the Closing Date (as defined in Section 7 hereof), copies of a final official statement (such official statement, including the cover page, the inside cover page and appendices thereto, and any supplements or amendments thereto delivered prior to the Closing Date, is herein referred to as the “ Official Statement”), in such quantities and/or electronic format as the Underwriters may reasonably request in order to comply with paragraph (b)(4) of Rule 15c2- 12 and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). The City hereby ratifies, confirms and approves the use and distribution by the Underwriters prior to the date hereof of the Preliminary Official Statement and hereby authorizes the Underwriters to use and distribute the Official Statement, the Indenture and this Bond Purchase Contract in connection with the offer and sale of the Series 2024 A Bonds. The Representative hereby agrees to promptly file the Official Statement, including any supplements prepared by the City, with the MSRB’s Electronic Municipal Market Access (“EMMA”) system.
The City will undertake pursuant to a Continuing Disclosure Agreement, to be dated the date of issuance of the Series 2024 A Bonds (the “ Disclosure Agreement”), to provide certain annual financial and operating information with respect to the Electric Utility and certain specified event notices with respect to the Electric Utility. A description of this undertaking is set forth in the Official Statement.
4. Public Offering . The Underwriters intend to make a bona fide initial public offering of all the Series 2024 A Bonds at prices no higher than, or yields not lower than, those shown in Schedule 1 to Exhibit B hereto and in the Official Statement. The Underwriters reserve the right to lower such initial offering prices from time to time after such initial public offering as they deem necessary in connection with the marketing of the Series 2024 A Bonds.
5. Establishment of Issue Price.
(a) The Representative, on behalf of the Underwriters, agrees to assist the City in establishing the issue price of the Series 2024 A Bonds and shall execute and deliver to the City at Closing an “issue price” or similar certificate substantially in the
form attached hereto as Exhibit B , together with the supporting pricing wires or equivalent communications, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the City and Stradling Yocca Carlson & Rauth LLP (“ Bond Counsel”), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2024 A Bonds. If such certificate in the form executed by the Representative is insufficient to assist the City in establishing the issue price of the Series 2024 A Bonds, one or more of the other Underwriters shall, at the request of the City, execute and deliver to the City at Closing a certificate in the form as may be reasonably requested by Bond Counsel t o the extent necessary to assist the City in establishing the issue price of the Series 2024 A Bonds. (b) With respect to Series 2024 A Bonds of those maturities as to which at least 10% of the Series 2024 A Bonds of the maturity has been sold to the public (defined in subsection ( f) below) at a single price (the “10% test” or “General Rule”), based on reporting by the Representative to the City on the date hereof and prior to the execution of this Bond Purchase Contract, which maturities are indicated in Schedule 1 to Exhibit B attached hereto as having satisfied the General Rule, the City will treat the first price at 4 4161-8908-1424.6
which 10% of each maturity of the Series 2024 A Bonds was sold to the public as the issue price of that maturity. [As shown on Schedule 1 to Exhibit B, the 10% test has been satisfied as of the date of this Bond Purchase Contract for each maturity of the Series 2024 A Bonds.] [If at th e time of execution of this Bond Purchase Contract, the 10% test has not been satisfied as to any maturity of the Series 2024 A Bonds, the Representative agrees to promptly report to the City the prices at which Series 2024 A Bonds of that maturity have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) all Series 2024 A Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to the Series 2024 A Bonds of that maturity, provided that, the Underwriters’ reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, the City or Bond Counsel.] For purposes of this Section 5, if Series 2024 A 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 Series 2024 A Bonds.
(c) The Representative confirms that the Underwriters have offered the Series 2024 A Bonds to the public on or before the date of this Bond Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule 1 to Exhibit B attached hereto, except as otherwise set forth therein. Schedule 1 to Exhibit B also sets forth , as of the date of this Bond Purchase Contract, the maturities, if any, of the Series 2024 A Bonds for which the 10% test has not been satisfied and for which the City and the Representative, on behalf of the Underwriters, agree that (i) the Representative will retain all unsold Series 2024 A Bonds of each maturity for which the 10% test has not been satisfied and not allocate any such Series 2024 A Bonds to any other Underwriter and (ii) 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 Series 2024 A Bonds, the Representative will neither offer nor sell unsold Series 2024 A 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:
(i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Representative has sold at least 10% of that maturity of the Series 2024 A Bonds to the public at a price that is no higher than the initial offering price to the public.
The Representative 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 Series 2024 A Bonds to the public at a price that is no higher than the initial offering price to the public.
5 4161-8908-1424.6
(d) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each third -party distribution agreement (to which the Representative is a party) relating to the initial sale of the Series 2024 A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, 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 Series 2024 A Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2024 A Bonds of that maturity allocated to it have been sold or it is notified by the Representative that the 10% test has been satisfied as to the Series 2024 A 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 Representative, and (ii) to comply with the hold- the-offering-price rule, if applicable, if and for so long as directed by the Representative and as set forth in the related pricing wires; (B) to promptly notify the Representative of any sales of Series 2024 A 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 Series 2024 A Bonds to the public (each such term being used as defined below); and (C) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker -dealer, the Representative shall assume that each order submitted by the Underwriter, dealer or broker-dealer is a sale to the public; and
(ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Series 2024 A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Series 2024 A 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 Series 2024 A Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2024 A Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter or dealer that the 10% test has been satisfied as to the Series 2024 A Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at a reasonable periodic intervals or otherwise upon request of the Representative or such Underwriter or dealer, and (B) comply with the hold- the-offering-price rule, if applicable, if and for so long as directed by the Representative or the Underwriter or the dealer and as set forth in the related pricing wires. (e) The City acknowledges that, in making the representations set forth in this section, the Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing the issue price of the Series 2024 A Bonds, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Series 2024 A Bonds, as set forth in an agreement among 6 4161-8908-1424.6
underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Series 2024 A 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 Series 2024 A Bonds, including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to the Series 2024 A Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third- party distribution agreement that was employed in connection with the initial sale of the Series 2024 A 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 Series 2024 A Bonds, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Series 2024 A Bonds, as set forth in the third- party distribution agreement and the related pricing wires. The City further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Series 2024 A Bonds, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Series 2024 A Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or 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 Series 2024 A Bonds, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Series 2024 A Bonds.
(f) The Underwriters acknowledge that sales of any Series 2024 A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2024 A 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 5:
(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 Series 2024 A 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 Series 2024 A 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 Series 2024 A Bonds to the public); (iii) a purchaser of any of the Series 2024 A 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 7 4161-8908-1424.6
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 Bond Purchase Contract by all parties.
6. Representations and Agreements of the City . The City hereby represents and agrees with the Underwriters as follows:
(a) The City is a charter city of the State of California (the “State”) authorized to issue electric revenue bonds pursuant to Section 1321 of its Charter. (b) The City has full legal right, power and authority to issue the Series 2024 A Bonds pursuant to the Charter and the Indenture, to enter into this Bond Purchase Contract, the Indenture and the Disclosure Agreement, and to adopt the Bond Resolution. (c) By all necessary official action of the City prior to or concurrently with the acceptance hereof, the City Council has duly adopted the Bond Resolution and the Bond Resolution is in full force and effect and has not been amended, modified or rescinded.
(d) The City has duly authorized and approved the execution and delivery of, and the performance by the City of its obligations contained in the Series 2024 A Bonds, the Indenture, the Disclosure Agreement and this Bond Purchase Contract and the consummation by it of all other transactions contemplated by this Bond Purchase Contract to have been performed or consummated at or prior to the Closing Date; the City has duly authorized the distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement; and the City is in compliance in all respects with the terms of the Charter applicable to the issuance of the Series 2024 A Bonds and will be in compliance on the Closing Date in all material respects with its obligations in connection with the issuance of the Series 2024 A Bonds on its part contained in the Series 2024 A Bonds, the Bond Resolution, the Indenture, the Disclosure Agreement and this Bond Purchase Contract.
(e) The Series 2024 A Bonds, the Indenture and the Disclosure Agreement conform in all material respects to the descriptions thereof contained in the Preliminary Official Statement and the Official Statement.
(f) Between the date of this Bond Purchase Contract and the Closing Date, except as referred to in or contemplated by the Official Statement, the City will not without the prior written consent of the Underwriters (which consent shall not be unreasonably withheld), with respect to the Electric Utility, publicly offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, 8 4161-8908-1424.6
direct or contingent, payable from revenues of the Electric Utility , in either case other than in the ordinary course of business or as discussed in the Official Statement. (g) The City is not in violation of, or in breach of or in default under, any applicable constitutional provision, law or administrative regulation of the State, the United States or the Charter or any applicable court order, judgment or decree or any loan agreement, indenture, bond, note, resolution, or other agreement or instrument to which the City is a party or to which the City is otherwise bound, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, in any such case to the extent such violation, breach or default would have a material adverse effect on the ability of the City to repay the Series 2024 A Bonds or on the security therefor; and the execution and delivery of this Bond Purchase Contract, the Indenture, the Disclosure Agreement and the Series 2024 A Bonds, the adoption of the Bond Resolution, and compliance with the provisions on the City’s part contained in this Bond Purchase Contract, the Indenture, the Disclosure Agreement, the Bond Resolution and the Series 2024 A Bonds, do not conflict with or constitute a breach of or default under any applicable constitutional provision, law, administrative regulation, court order, judgment, court decree, loan agreement, indenture, bond, note, resolution, agreement, or other instrument to which the City is a party, or by which the City is bound, nor does 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 the Electric Utility under the terms of any such law, regulation or instrument, except as provided by the Series 2024 A Bonds and the Indenture or except to the extent that such conflict, breach or default or the creation or imposition of such lien or charge, would not have a material adverse effect on the security for the Series 2024 A Bonds. (h) Except as otherwise set forth in the Preliminary Official Statement and the Official Statement, there is no action, suit, proceeding, hearing, inquiry or investigation, at law or in equity (with service of process having been accomplished or notice thereof having been delivered) , before or by any court, government agency, public board or body, pending or, to the best of the City’s knowledge, threatened against the City (i) in any material respect questioning the existence of the City or the titles of the of ficers of the City to their respective offices in which an adverse decision would affect the validity of the Bond Resolution or the authorizations and approvals effected thereby in connection with this Bond Purchase Contract, the Indenture, the Disclosure Agreement, the Preliminary Official Statement, the Official Statement or the Series 2024 A Bonds; (ii) in any way contesting, affecting or seeking to prohibit, restrain or enjoin the issuance , sale or delivery of the Series 2024 A Bonds, or the collection of revenues pledged to pay the principal of and interest on the Series 2024 A Bonds, or the pledge of such revenues, or the application of the proceeds of the Series 2024 A Bonds for the purposes described in the Preliminary Official Statement and the Official Statement; (iii) in any way contesting or affecting the validity or enforceability of the Series 2024 A Bonds, the Indenture, the Disclosure Agreement or this Bond Purchase Contract, or contesting the power or authority of the City to issue the Series 2024 A Bonds, to adopt the Bond Resolution, or to execute and delivery the Indenture, this Bond Purchase Contract or the Disclosure Agreement, or contesting the tax- exempt status of interest due on the Series 2024 A 9 4161-8908-1424.6
Bonds; (iv) which could reasonably be expected to result in any material adverse change in the ability of the City to pay the principal of and interest on the Series 2024 A Bonds; or (v) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (i) The City will furnish such information, execute such instruments and take such other action not inconsistent with law in cooperation with the Underwriter s as the Underwriters may request (i) to qualify the Series 2024 A 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 s may designate and (ii) to determine the eligibility of the Series 2024 A Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Series 2024 A Bonds; provided, however, that in no event shall the City be required to execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction.
(j) The Series 2024 A Bond s, when issued and delivered in accordance with the Indenture and sold to the Underwriters as provided herein, will be the legal, valid and binding limited obligations of the City, enforceable in accordance with their terms, except as such enforceability 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 whether or not sought, to the possible unavailability of specific performance or injunctive relief, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities in the State, and (subject to the immediately preceding limitations) the owners of the Series 2024 A Bonds will be entitled to the benefits of the Indenture; upon such issuance and delivery the Indenture will provide, for the benefit of the owners from time to time of the Series 2024 A Bonds, a legally valid and binding pledge of and lien on the Adjusted Net Revenues and the funds and accounts pledged to such Series 2024 A Bonds under the Indenture.
(k) When executed, this Bond Purchase Contract, the Indenture and the Disclosure Agreement (assuming due authorization, execution and delivery by the other parties thereto, if applicable) will constitute the valid and legally binding obligations of the City, enforceable in accordance with their terms, except as such enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles whether or not sought, to the possible unavailability of specific performance or injunctive relief, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities in the State. (l) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having 10 4161-8908-1424.6
jurisdiction of the matter which are required for the due authorization of, 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 execution, sale and delivery of the Series 2024 A Bonds under this Bond Purchase Contract have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2024 A Bonds; and, except as disclosed in the Preliminary Official Statement and Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission, having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the City of its respective obligations under the Indenture, the Disclosure Agreement or this Bond Purchase Contract, have been duly obtained. (m) As of the date thereof and (as supplemented or amended through the date hereof) as the date hereof, the Preliminary Official Statement did not and does not contain any untrue statement of a material fact or omit to state a material fact (other than information permitted to be omitted therefrom by Rule 15c2- 12) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (excluding therefrom the information relating to The Depository Trust Company ( “DTC”) and its book- entry system, the initial offering prices and/or yields on the Series 2024 A Bonds as provided by the Underwriters and the information contained under the caption “ UNDERWRITING,” as to all of which no representations are made).
(n) At the time of the City’s acceptance hereof and (unless an event occurs of the nature described in clause ( o) below) at all times during the period from the date of this Bond Purchase Contract to and including the Closing Date, the Official Statement does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (excluding therefrom the information relating to DTC and its book- entry system, the initial offering prices and/or yields on the Series 2024 A Bonds as provided by the Underwriters and the information contained under the caption “UNDERWRITING,” as to all of which no representations are made). (o) If during the period from the date of this Bond Purchase Contract to and including the date which is twenty- five (25) days following the End of the Underwriting Period for the Series 2024 A Bonds (as determined in accordance with Section 14 hereof), any event shall occur or be discovered which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriter s of any such event of which it has knowledge and, if in the opinion of the City, the Underwriters and their respective counsels such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will prepare and furnish to the Underwriter s, at the expense of the City (i) a reasonable number of copies of the supplement or amendment to the Official Statement 11 4161-8908-1424.6
in form and substance acceptable to the Representative and (ii) if such notification shall be subsequent to the Closing Date, such legal opinions, certificates, instruments and other documents as the Underwriters may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (p) If the Official Statement is supplemented or amended pursuant to clause (o) above, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times during the period from the date of such supplement or amendment to and including the date which is 25 days following the End of the Underwriting Period, the Official Statement, as so supplemented or amended, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (excluding therefrom the information relating to DTC and its book- entry system, the initial offering prices and/or yields on the Series 2024 A Bonds as provided by the Underwriters and the information contained under the caption “UNDERWRITING,” as to all of which no representations are made).
(q) Any certificate signed by any official or other representative of the City and delivered to the Underwriter s pursuant to this Bond Purchase Contract shall be deemed a representation by the City to the Underwriter s as to the truth of the statements therein made.
(r) The financial statements of, and other financial information regarding, the Electric Utility contained in the Preliminary Official Statement and the Official Statement fairly present the financial position and results of the operations of the Electric Utility as of the dates and for the periods therein set forth, and, to the best of the City’s knowledge, the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied and since the date of such audited financial statements, there has been no material adverse change in the financial position or results of operations of the Electric Utility.
(s) The City shall not knowingly take or omit to take any action, which action or omission would cause the interest on the Series 2024 A Bonds to be includable in gross income for federal income tax purposes.
(t) The proceeds received from the sale of the Series 2024 A Bonds shall be used in accordance with the Indenture and as set forth in the Official Statement. (u) Except as otherwise disc losed in the Preliminary Official Statement and Official Statement, the City has not failed during the last five (5) years to comply in all material respects with any previous continuing disclosure undertakings with regard to Rule 15c2-12 to provide annual reports or notices of listed events specified in such rule.
7. Closing. At [8:00] a.m., California time, on [Closing Date], 2024 or at such other time or on such other date as shall have been mutually agreed upon by the City and the Representative (the “Closing Date”), the City will, subject to the terms and conditions hereof, 12 4161-8908-1424.6
deliver or cause to be delivered to the Underwriter s, under the Fast Automated Securities Transfer System of DTC, the Series 2024 A Bonds, in the form of a separate single fully registered bond for each maturity date of the Series 2024 A Bonds duly executed by the City and authenticated by the Trustee, and at such other place or by electronic means, the other documents hereinafter mentioned. The Underwriters will accept such delivery and pay the Purchase Price of the Series 2024 A Bonds as set forth in Section 1 hereof by wire transfer in immediately available funds on the Closing Date.
Payment for the Series 2024 A Bonds, together with delivery of the documents hereinafter mentioned shall be coordinated at the offices of Bond Counsel , or at such other place as shall have been mutually agreed upon by the City and the Representative. Such payment and delivery is herein called the “ Closing.” The Underwriters shall order CUSIP identification numbers and the City shall cause such CUSIP identification numbers to be printed on the Series 2024 A Bonds, but neither the failure to print such number on any bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter s to accept delivery of and pay for the Series 2024 A Bond s on the Closing Date in accordance with the terms of this Bond Purchase Contract.
8. Closing Conditions . The Underwriter s have entered into this Bond Purchase Contract in reliance upon the representations of the City contained herein and the performance by the City of its obligations hereunder both as of the date hereof and as of the Closing Date.
The Underwriters’ obligations under this Bond Purchase Contract shall be conditioned upon the performance by the City of its obligations to be performed hereunder and under the other documents and instruments delivered in connection with the execution and delivery of the Series 2024 A Bonds at or prior to the Closing Date, and shall also be subject to the following further conditions:
(a) The representations of the City contained herein shall be true, complete and correct in all material respects on the date hereof and on the Closing Date as if made on the Closing Date;
(b) At the time of the Closing , the Bond Resolution, the Indenture and the Disclosure Agreement and the Official Statement shall have been duly authorized, executed and delivered, in substantially the form s heretofore submitted to the Underwriters, with only such changes as may have been agreed to in writing by the Underwriters (which agreement shall not be unreasonably withheld), and the Bond Resolution, the Indenture and the Disclosure Agreement shall be in full force and effect , and there shall be in full force and effect such resolutions as, in the opinion of Bond Counsel shall be necessary in connection with the transactions contemplated hereby. (c) At or prior to the Closing, the Underwriter s shall receive the following documents, in each case reasonably satisfactory in form and substance to the Representative and to counsel to the Underwriters, Orrick, Herrington & Sutcliffe LLP (“Underwriters’ Counsel”):
(i) the unqualified approving opinion of Bond Counsel , dated the Closing Date, addressed to the City, substantially in the form set forth as 13 4161-8908-1424.6
Appendix E to the Official Statement, together with a letter to the Underwriters stating that the Underwriters may rely on the same;
(ii) a supplemental opinion of Bond Counsel , dated the Closing Date, addressed to the Representative, substantially in the form set forth as Exhibit C hereto;
(iii) a letter of Stradling Yocca Carlson & Rauth LLP, as Disclosure Counsel to the City, dated the Closing Date, addressed to the City and the Representative, substantially in the form set forth as Exhibit D hereto; (iv) an opinion of the City Attorney, dated the Closing Date, addressed to the Representative, substantially in the form set forth as Exhibit E hereto; (v) an opinion of counsel to the Trustee, dated the Closing Date, addressed to the City and the Underwriters , to the effect that: (A) the Trustee is a national banking association organized and existing under the laws of the United States, having full power and being qualified to enter, accept and administer the trust created under the Indenture, to enter into the Disclosure Agreement and to authenticate and deliver the Series 2024 A Bonds; (B) the Indenture and the Disclosure Agreement have been duly authorized, executed and delivered by the Trustee, and, assuming due authorization, execution and delivery thereof by the City, constitute the legal, valid and binding obligations of the Trustee, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, or other laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles if equitable remedies are sought; (C) the Series 2024 A Bonds have been duly authenticated by the Trustee in accordance with the Indenture; and (D) no authorization, approval, consent or order of any governmental agency or any other person is required for the valid authorization, execution and delivery of the Indenture or the Disclosure Agreement by the Trustee, or the authentication of the Series 2024 A Bonds by the Trustee;
(vi) an opinion of Underwriters ’ Counsel, dated the Closing Date and addressed to the Underwriters , in form and substance satisfactory to the Underwriters;
(vii) a certificate, dated the Closing Date, of the City, to the effect that, (A) the representations of the City in this Bond Purchase Contract are true and correct as of the Closing Date, as if made on the Closing Date; and ( B) the Official Statement as of its date and as of the Closing Date did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (excluding therefrom the information relating to DTC and its book-entry system, the initial offering prices and/or yields on the Series 2024 A Bonds as provided by the Underwriters and the information 14 4161-8908-1424.6
contained under the caption “UNDERWRITING,” as to all of which no representations are made);
(viii) a certificate of the Trustee, dated the Closing Date, to the effect that: (A) the Trustee is duly organized and existing as a national banking association organized and existing under the laws of the United States of America, having the full power and authority to enter into, accept the trusts created under and perform its duties under the Indenture and the Disclosure Agreement and to authenticate the Series 2024 A Bonds; (B) the Trustee is duly authorized to enter into the Indenture and the Disclosure Agreement, and to authenticate and deliver the Series 2024 A Bonds to the Underwriter s pursuant to the terms of the Indenture; (C) the execution and delivery by the Trustee of the Indenture and the Disclosure Agreement, and compliance with the terms thereof, will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to which the Trustee is a party or by which it is bound, or, to its best knowledge, any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties (except that no representation, warranty or agreement is made by the Trustee with respect to any federal or state securities or blue sky laws or regulations); (D) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or, to the best of the knowledge of the Trustee, threatened against or affecting the existence of the Trustee or in any way contesting or affecting the validity or enforceability of the Series 2024 A Bonds or the Indenture or the Disclosure Agreement or contesting the powers of the Trustee or its authority to enter into and perform its obligations under any of the foregoing, or wherein an unfavorable decision, ruling or finding would adversely affect the Trustee or the transactions contemplated in connection with the issuance and sale of the Series 2024 A Bonds, or which, in any way, would adversely affect the validity of the Series 2024 A Bonds, the Indenture, the Disclosure Agreement or any agreement or instrument to which the Trustee is a party and which is used or contemplated for use in the Indenture or the Disclosure Agreement, or the consummation of the transactions contemplated in connection with the issuance and sale of the Series 2024 A Bonds; and (E) subject to the provisions of the Indenture, the Trustee will apply the proceeds from the Series 2024 A Bonds to the purposes specified in the Indenture; (ix) the Official Statement and each supplement or amendment, if any, thereto, executed on behalf of the City by the City Manager or a duly authorized designee thereof;
(x) a copy of the Bond Resolution, certified by the City Clerk or an Assistant City Clerk as having been duly adopted by the City Council and as being in effect as of the Closing Date, together with a certificate from the City Clerk stating that the Bond Resolution is in effect in the form existing on the date hereof and has not been otherwise amended, modified, supplemented or superseded;
15 4161-8908-1424.6
(xi) an executed copy of the Amended and Restated Indenture, the Fourth Supplement and the Disclosure Agreement;
(xii) an executed copy of the tax certificate of the City with respect to the Series 2024 A Bonds, and evidence of the preparation for filing of IRS Form 8038-G with respect to the Series 2024 A Bonds;
(xiii) a DTC blanket letter of representation, executed by the City and accepted by DTC;
(xiv) a specimen copy of each maturity of the Series 2024 A Bonds; (xv) evidence satisfactory to the Representative that S&P Global Ratings (“S&P”) and Fitch Ratings (“Fitch”) have assigned ratings of “[A+]” and “[AA-],” respectively, to the Series 2024 A Bonds;
(xvi) a copy of the Report of Proposed Debt Issuance and evidence of the preparation for filing of the Report of Final Sale required to be delivered to the California Debt and Investment Advisory Commission; and (xvii) such additional legal opinions, certificates, instruments and other documents as the Underwriter s, Underwriters ’ Counsel or Bond Counsel may reasonably deem necessary to evidence the due execution and delivery of the Series 2024 A Bonds, the truth and accuracy as of the time of the Closing of the City’s representations and agreements contained in Section 6 hereof and the due performance or satisfaction by the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the City pursuant to the Indenture and this Bond Purchase Contract.
If the City shall be unable to satisfy the conditions to the Underwriters’ obligations contained in this Bond Purchase Contract, this Bond Purchase Contract shall terminate and neither the City nor the Underwriters shall have any further obligation hereunder, nor any liability to any other party with respect to such termination. If the Underwriters fail (other than for a reason permitted herein) to accept and pay for the Series 2024 A Bonds at the Closing, the amount equal to one percent of the principal amount of the Series 2024 A Bonds set forth in Section 1 hereof shall be full liquidated damages hereunder on the part of the Underwriters. The acceptance of such amounts shall constitute a full release and discharge of all claims and rights of the City against the Underwriters for such failure or default and, except as set forth in Section 10 hereof, no party shall have any further rights against the other hereunder.
9. Termination. The Underwriters shall have the right to cancel their obligation to purchase the Series 2024 A Bonds and to terminate this Bond Purchase Contract by written notice delivered by the Representative to the City if, between the date hereof and the Closing Date, in the Representative’s reasonable judgment any of the following events shall occur (each a “Termination Event”):
16 4161-8908-1424.6
(a) the market price or marketability of the Series 2024 A Bonds, or the ability of the Underwriters to enforce contracts for the sale of the Series 2024 A Bonds, shall be materially adversely affected by any of the following events:
(i) 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 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, 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 tax exemption of interest received on obligations of the general character of the Series 2024 A Bonds; or
(ii) 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 or escalation thereof affecting the effective operation of the financial markets of the United States; or
(iii) a general suspension of trading on the New York Stock Exchange or other national 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 national securities exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; or (iv) 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
(v) a general banking moratorium shall have been declared by federal or State authorities having jurisdiction and be in force or a material disruption in securities settlement, payment or clearance services affecting the Series 2024 A Bonds shall have occurred; or
(vi) legislation shall have been enacted by the Congress of the United States or shall have been recommended to the Congress for passage by the President of the United States, or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or official 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 Series 2024 A Bonds are not e xempt from the registration 17 4161-8908-1424.6
requirements of the Securities Act of 1933, as amended, or that the Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended; or
(vii) the downgrading, suspension or withdraw al of any rating on the Series 2024 A Bonds or any parity bonds issued under the Indenture , by any rating agency then rating the Series 2024 A Bonds; or
(b) 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 Underwriters) 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 Series 2024 A Bonds or the ability of the Underwriters to enforce contracts for the sale of the Series 2024 A Bonds; or
(c) 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 issuance, offering or sale of the Series 2024 A Bonds , is or would be in violation of the federal securities laws at the Closing Date, including the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of 1939, as amended.
Upon the occurrence of a Termination Event and the termination of this Bond Purchase Contract by the Underwriters, all obligations of the City and the Underwriters under this Bond Purchase Contract shall terminate, without further liability, except that the City and the Underwriters shall pay their respective expenses as set forth in Section 10 herein.
10. Expenses. (a) The Underwriters shall be under no obligation to pay and the City shall pay or cause to be paid the expenses incident to the performance of its obligations hereunder including but not limited to (i) the cost of the preparation, printing, or other reproduction (for distribution on or prior to the date hereof), and delivery of the Indenture; (ii) the fees and disbursements of Bond Counsel, PFM Financial Advisors LLC, as municipal advisor to the City, the Trustee, and any other experts or consultants retained by the City; (iii) the cost of preparation of the Series 2024 A Bonds; (iv) the cost of preparation, printing and delivery of the Preliminary Official Statement and the Official Statement and any supplements or amendments thereto; (v) charges of rating agencies for the ratings of the Series 2024 A Bonds; and (vi) all other costs connected to issuance of the Series 2024 A Bonds except costs specifically described in clause (b) below. The City shall also pay all expenses (whether included in the expense component of the Underwriter s’ discount or not), or reimburse the Underwriters for the payment on behalf of the City of such expenses, as incurred on behalf of the City’s officers and employees that are incidental to the implementation of this Bond Purchase Contract, including, but not limited to, meals, transportation, entertainment, travel, lodging and 18 4161-8908-1424.6
the usual and customary charges incident and ancillary to the carrying out of the act of the marketing and pricing of, and securing ratings for the Series 2024 A Bonds. (b) The Underwriters shall pay (i) the cost of preparation and printing of the Blue Sky memorandum to be used by them and the cost, if any, of printing this Bond Purchase Contract; (ii) all advertising expenses incurred by them in connection with the public offering of the Series 2024 A Bonds; (iii) the fees and disbursements of Underwriters ’ Counsel; and (iv) all other expenses incurred by them in connection with their public offering and distribution of the Series 2024 A Bonds.
11. Notices. Any notice or other communication to be given to the City under this Bond Purchase Contract (other than the acceptance hereof as specified in the first paragraph hereof) may be given by giving the same orally (if permitted hereby) or in writing to City of Santa Clara, California, 1500 Warburton Avenue, Santa Clara, California, 95050 Attention: City Manager and Chief Electric Utility Officer; and any notice or other communication to be given to the Underwriters under this Bond Purchase Contract may be given by delivering the same in writing to the Representative at J.P. Morgan Securities LLC , 560 Mission Street, 3 rd Floor, San
Francisco, CA 94105, Attention: Will Frymann, Executive Director.
12. Governing Law . The validity, interpretation and performance of this Bond Purchase Contract shall be governed by the laws of the State of California, without regard to its conflicts of laws principles.
13. Parties in Interest . This Bond Purchase Contract when executed by the City shall constitute the entire agreement between the City and the Underwriter s with respect to the matters covered herby, and supersedes all prior agreements and understandings between the parties regarding the transaction contemplated by this Bond Purchase Contract and the process leading thereto. It is made solely for the benefit of the City and the Underwriters (including the successors of the Underwriter s but does not include any purchasers of the Series 2024 A Bonds from the Underwriters). No other person shall acquire or have any right hereunder or by virtue hereof. This Bond Purchase Contract shall only be amended, supplemented or modified in a writing signed by both of the parties hereto.
14. Determination of End of the Underwriting Period. For purposes of this Bond Purchase Contract, the End of the Underwriting Period shall mean the earlier of (a) the Closing Date, unless the City has been notified in writing to the contrary by the Underwriter s on or prior to the Closing Date, or (b) the date on which the “end of the underwriting period” for the Series 2024 A Bonds has occurred under Rule 15c2- 12. In any event, the City shall be entitled to treat as the End of the Underwriting Period, the date specified in the notification of the Underwriter s required by Section 15 hereof.
15. Duties of the Underwriters.
(a) Unless the Underwriter s give notice to the City to the contrary on or prior to the Closing Date, the End of the Underwriting Period shall be deemed to be the Closing Date. (b) If the End of the Underwriting Period for the Series 2024 A Bonds does not occur on the Closing Date, then the Underwriter s shall promptly notify the City in writing of the date 19 4161-8908-1424.6
that, in its opinion, the End of the Underwriting Period for the Series 2024 A Bonds under Rule 15c2-12 has occurred which shall be set forth in such notification. In no event, without the prior agreement of the City, shall the end of the underwriting period be a date more than 30 days after the Closing Date.
16. Effective Date . This Bond Purchase Contract shall be effective upon the execution hereof by the Representative and the City.
17. Headings. The headings of the sections of this Bond Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof.
18. Survival of Representations and Agreement . All representations and agreements of the City set forth in or made pursuant to this Bond Purchase Contract shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriters and shall survive the delivery of and payment for the Series 2024 A Bonds.
(Remainder of Page Intentionally Left Blank)
(Signature Page to Bond Purchase Contract)
4161-8908-1424.6
19. Execution in Counterparts . This Bond Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.
Very truly yours,
J.P. MORGAN SECURITIES LLC, as
Representative of the Underwriters
By:
Name:
Title:
The foregoing is confirmed and accepted
as of the date first above written
CITY OF SANTA CLARA, CALIFORNIA
By:
Chief Electric Utility Officer
A-1
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EXHIBIT A
MATURITY SCHEDULE AND REDEMPTION PROVISIONS
$[2024A Par]
City of Santa Clara, California
Electric Revenue Bonds, Series 2024 A
Maturity Schedule
Maturity
Date
(July 1)
Principal
Amount
Interest
Rate Yield Price
Optional Redemption. The Series 2024 A Bonds maturing on or before July 1, 20___ are not subject to optional redemption prior to maturity. The Series 2024 A Bonds maturing on and after July 1, 20___ are subject to redemption prior to their respective stated maturities, at the option of the City, from any source of available funds, as a whole or in part (by such maturities as may be specified by the City and by lot within a maturity), on any date on or after July 1, 20___, at a redemption price equal to the principal amount of Series 2024 A Bonds called for redemption, plus accrued interest to the date fixed for redemption, without premium.
Mandatory Sinking Account Redemption. The Series 2024 A Bonds maturing on July 1, 20____ are subject to redemption prior to their stated maturity, in part, by lot, from Mandatory Sinking Account Payments as specified below, commencing on July 1, 20___, at the principal amount of each Series 2024 A Bond so redeemed plus accrued interest thereon to but not including the date fixed for redemption, without premium.
A-2
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Term Series 2024 A Bonds due July 1, 20___
Mandatory Sinking Account
Payment Dates
(July 1)
Mandatory Sinking
Account Payments
$
†
_______________
† Final Maturity.
The Series 2024 A Bonds maturing on July 1, 20____ are subject to redemption prior to their stated maturity, in part, by lot, from Mandatory Sinking Account Payments as specified below, commencing on July 1, 20___, at the principal amount of each Series 2024 A Bond so redeemed plus accrued interest thereon to but not including the date fixed for redemption, without premium.
Term Series 2024 A Bonds due July 1, 20___
Mandatory Sinking Account
Payment Dates
(July 1)
Mandatory Sinking
Account Payments
†
_______________
† Final Maturity.
B-1
4161-8908-1424.6
EXHIBIT B
FORM OF ISSUE PRICE CERTIFICATE
$[2024A Par]
City of Santa Clara, California
Electric Revenue Bonds, Series 2024 A
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of J.P. Morgan Securities LLC (the “Representative”) , on behalf of itself and RBC Capital Markets, LLC, and Siebert Williams Shank & Co., LLC (together, the “Underwriting Group”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”).
1. [{Alternative 1 – All maturities use General Rule:} Sale of the Bonds . As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule 1 hereto.] [{Alternative 2 – Select Maturities use General Rule:} Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule 1 hereto.]
2. [Initial Offering Price of the Hold-the-Offering-Price Maturities. (a) The Underwriting Group offered the Hold- the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule 1 hereto (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule 2. (b) As set forth in the Bond Purchase Contract dated [Pricing Date], 2024, between the Representative and the Issuer, the members of the Underwriting Group have agreed in writing that, (i) for each Maturity of the Hold- the-Offering-Price Maturities, they would neither offer nor sell any of the unsold Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any unsold Bonds of each Hold-the-Offering-Price Maturity shall be retained by the Representative and not allocated to any of the other Underwriters. The Representative has retained all of the unsold Bonds of each Hold- the- Offering-Price Maturity of the Bonds , and on behalf of itself, and not on behalf of the Underwriting Group, hereby represents that it has neither offered nor sold any of the unsold Bonds of any Maturity of the Hold- the-Offering-Price Maturities to any person at a price that is higher than the respective Initial Offering Price for that Maturity of such Bonds during the Holding Period for such Maturity.]
3. Defined Terms.
(a) [General Rule Maturities means those Maturities of the Bonds listed in Schedule 1 hereto as the “General Rule Maturities.”]
B-2
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(b) [Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule 1 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, or (ii) the date on which the Underwriters have sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.] (d) Issuer means the City of Santa Clara, California.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(f) Public means any person (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 Bonds. The Sale Date of the Bonds is [Pricing Date], 2024. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the Public).
B-3
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The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Representative’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 Bonds, and by Stradling Yocca Carlson & Rauth LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of Internal Revenue Service Form 8038- G, and other federal income tax advice it may give to the Issuer from time to time relating to the Bonds.
J.P. Morgan Securities LLC
By: ________________________________
Name: ________________________________
Title: ________________________________
Dated: ___________________
B-4
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SCHEDULE 1 TO EXHIBIT B
SALE PRICES OF THE GENERAL RULE MATURITIES AND
INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES $[2024A Par]
City of Santa Clara, California
Electric Revenue Bonds, Series 2024 A
Maturity
Date
(July 1)
Principal
Amount
Interest
Rate Yield Price
General
Rule
Maturity
Hold-the-
Offering
Price
Maturity
B-5
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[SCHEDULE 2 TO EXHIBIT B
PRICING WIRE OR EQUIVALENT COMMUNICATION]
(to be attached)
C-1
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EXHIBIT C
FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL
[Closing Date], 2024
J.P. Morgan Securities LLC,
as representative of the Underwriters
San Francisco, California
Re: $[PAR AMOUNT] City of Santa Clara, California
Electric Revenue Bonds, Series 2024 A
Ladies and Gentlemen:
We have acted as bond counsel to the City of Santa Clara, California (the “City”) in connection with the issuance, sale and delivery of the City’s Electric Revenue Bonds, Series 2024 A in the aggregate principal amount of $[PAR AMOUNT] (the “Series 2024 A Bonds”), issued pursuant to the Amended and Restated Electric Revenue Bond Indenture, dated as of March 1, 2011, by and between the City and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented and amended, including as supplemented and amended by the Fourth Supplemental Electric Revenue Bond Indenture, dated as of October 1, 2024, providing for the issuance of the Series 2024 A Bonds (collectively, the “Indenture”).
The Series 2024 A Bonds are being sold on the date hereof by the City to J.P. Morgan Securities LLC, as Representative of itself, RBC Capital Markets, LLC and Siebert Williams Shank & Co., LLC, as Underwriters, pursuant to a Bond Purchase Contract, dated [PRICING DATE], 2024 (the “Bond Purchase Contract”).
All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Bond Purchase Contract, or if not defined therein, in the Official Statement dated [PRICING DATE], 2024, relating to the Series 2024 A Bonds (the “Official Statement”).
As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of the City and various public officials furnished to us without undertaking to verify the same by independent investigation.
Based upon the foregoing and our review of such other information, documents and matters of law as we considered necessary to render this opinion, we are of the opinion that:
1. The statements contained in the Official Statement on the cover and under the captions “THE SERIES 2024 A BONDS,” “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2024 A BONDS,” and “TAX MATTERS,” and in “APPENDIX D – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE,” “APPENDIX F – FORM OF CONTINUING DISCLOSURE AGREEMENT” and “APPENDIX H – AMENDMENTS BEING MADE TO THE MASTER INDENTURE” (excluding the statements under each such caption relating to The Depository Trust Company (“DTC”), Cede & Co. and the book- entry system, as to all of which we express no view); insofar as the statements contained under such captions purport to summarize certain provisions of the Series 2024 A Bonds, the Indenture, the Continuing Disclosure Agreement, and our opinion concerning C-2
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certain federal and state income tax matters related to the Series 2024 A Bonds, present an accurate summary of such provisions for the purpose of use in the Official Statement.
2. The Official Statement and the execution and delivery thereof have been duly approved by the City, and the Bond Purchase Contract and the Continuing Disclosure Agreement have been duly authorized, executed and delivered by the City and (assuming due authorization, execution and delivery by and validity against the other parties thereto) are valid and binding agreements of the City, enforceable against the City in accordance with their respective terms. We call attention to the fact that the rights and obligations under the Bond Purchase Contract and the Continuing Disclosure Agreement and the enforceability thereof are subject to and may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other similar laws affecting creditors’ rights, to the application of equitable principles, to the possible unavailability of specific performance or injunctive relief, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public agencies in the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum or waiver (including, without limitation, waiver of jury trial or consent to nonjury trial) provisions contained in the foregoing documents.
3. The Series 2024 A Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.
The opinions expressed herein are limited to matters under and governed by the laws of the State of California and the federal securities law of the United States, and we assume no responsibility with respect to the applicability or effect of the laws of any other jurisdiction.
This letter is furnished by us as bond counsel to the City. No attorney client relationship has existed or exists between our firm and yourselves in connection with the Series 2024 A Bonds or by virtue of this letter. We disclaim any obligation to update this letter. This letter is delivered to you as the representative of the Underwriters of the Series 2024 A Bonds, is solely for the benefit of the Underwriters in connection with your purchase of the Series 2024 A Bonds, and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person.
This letter is not intended to be relied upon by owners of the Series 2024 A Bonds.
Respectfully submitted,
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EXHIBIT D
FORM OF LETTER OF DISCLOSURE COUNSEL
[Closing Date], 2024
City of Santa Clara
Santa Clara, California
J.P. Morgan Securities LLC,
as representative of the Underwriters
San Francisco, California
Re: $[PAR AMOUNT] City of Santa Clara, California
Electric Revenue Bonds, Series 2024 A
Ladies and Gentlemen:
We have acted as disclosure counsel to the City of Santa Clara, California (the “City”) in connection with the issuance, sale and delivery of the City’s Electric Revenue Bonds, Series 2024 A in the aggregate principal amount of $[PAR AMOUNT] (the “Series 2024 A Bonds”). The Series 2024 A Bonds are being issued pursuant to the Amended and Restated Electric Revenue Bond Indenture, dated as of March 1, 2011, by and between the City and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented and amended, including as supplemented and amended by the Fourth Supplemental Electric Revenue Bond Indenture, dated as of October 1, 2024, providing for the issuance of the Series 2024 A Bonds (collectively, the “Indenture”). The Series 2024 A Bonds were sold by the City to J.P. Morgan Securities LLC, as representative of itself, RBC Capital Markets, LLC and Siebert Williams Shank & Co., LLC, as underwriters (the “Underwriters”), pursuant to a Bond Purchase Contract, dated [PRICING DATE], 2024 (the “Bond Purchase Contract”), between the City and the Underwriters.
We have reviewed the Preliminary Official Statement of the City dated [POS DATE], 2024 with respect to the Series 2024 A Bonds (the “Preliminary Official Statement”) and the Official Statement of the City dated [PRICING DATE], 2024 with respect to the Series 2024 A Bonds (the “Official Statement”), the letters, certificates and opinions delivered pursuant to Section 8 of the Bond Purchase Contract and otherwise in connection with the Series 2024 A Bonds on the date hereof, and such other records, opinions and documents, and we have made such investigations of law and fact, as we have deemed appropriate as a basis for the conclusions hereinafter expressed. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Preliminary Official Statement and the Official Statement.
We have assumed, but not independently verified, that the signatures on all documents, letters, opinions and certificates which we have examined are genuine, and that all documents submitted to us are authentic and were duly and properly executed by the parties thereto. We have also assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof.
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The conclusions that are expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such conclusions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform you or any other person, whether any such actions are taken or omitted or whether such events do occur or any other matters come to our attention after the date hereof.
In our capacity as disclosure counsel, we have rendered certain legal advice and assistance to the City in connection with the preparation of the Preliminary Official Statement and the Official Statement.
Rendering such legal advice and assistance involved, among other things, discussions and inquiries concerning various legal matters, review of certain records, documents and proceedings, and participation in conferences with, among others, representatives of the City, the City Attorney’s Office, PFM Financial Advisors LLC, as municipal advisor to the City, the Underwriters, Orrick, Herrington & Sutcliffe LLP, as counsel to the Underwriters, and others, during which conferences the contents of the Preliminary Official Statement and the Official Statement and related matters were discussed. On the basis of the information made available to us in the course of the foregoing (but without having undertaken to determine or verify independently, or assuming any responsibility for, the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement or the Official Statement), as of the date hereof no facts have come to the attention of the personnel in our firm directly involved in rendering legal advice and assistance in connection with the preparation of the Preliminary Official Statement and the Official Statement that causes us to believe that (a) the Preliminary Official Statement as of its date and as of the date of the Bond Purchase Contract contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (excluding therefrom the discussions contained in the Preliminary Official Statement of permits, licenses and approvals required for the construction and operation of any projects of the City, and the status thereof, the description of any litigation, any information relating to DTC, Cede & Co., the book- entry system, forecasts, projections, estimates, assumptions and expressions of opinions and the financial and statistical data included therein, as to all of which we express no view), except for such information as is permitted to be excluded from the Preliminary Official Statement pursuant to Rule 15c2 -12 of the Securities Exchange Act of 1934, as amended, including but not limited to information as to pricing, yields, interest rates, maturities, amortization, redemption provisions, debt service requirements, underwriters’ discount, ratings and CUSIP numbers, or (b) 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 to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (excluding therefrom the discussions contained in the Official Statement of permits, licenses and approvals required for the construction and operation of any projects of the City, and the status thereof, the description of any litigation, any information relating to DTC, Cede & Co., the book- entry system, forecasts, projections, estimates, assumptions and expressions of opinions and the financial and statistical data included therein, as to all of which we express no view).
We advise you that, other than reviewing the various certificates and opinions regarding the Preliminary Official Statement and the Official Statement delivered on the date hereof, 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.
By acceptance of this letter you acknowledge that: (i) the preceding paragraph is neither a legal opinion nor a guarantee regarding the contents of the Preliminary Official Statement or the Official Statement, but rather, it is a statement of negative assurance regarding the absence of factual information that came to the attention of the attorneys in our firm during the limited activities we performed as disclosure counsel to the City on this matter; (ii) the scope of the activities performed by such attorneys in D-3
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our role as disclosure counsel and for purposes of delivering this letter was inherently limited and does not purport to encompass all activities necessary for compliance by you with applicable securities laws; and (iii) the activities performed by us relied in part on representations, warranties, certifications and opinions made by the City and other parties to the transaction. In connection with the Series 2024 A Bonds, we were not requested to, and did not, undertake an independent review on the Electronic Municipal Market Access website of the City’s past compliance with any continuing disclosure undertaking of the City pursuant to Rule 15c2- 12. Our services as disclosure counsel to the City did not involve the rendering of financial or other non- legal advice to the City or any other party to the transaction.
The conclusions expressed in this letter are limited to matters governed by the federal securities law of the United States, and we assume no responsibility with respect to the applicability or effect of the laws of any other jurisdiction.
We are furnishing this letter as disclosure counsel to the City, and not as counsel to the Underwriters. No attorney-client relationship has existed or exists between our firm and the Underwriters in connection with the Series 2024 A Bonds or by virtue of this letter. We note that the Underwriters are represented by separate counsel retained by them in connection with the sale of the Series 2024 A Bonds.
This letter is delivered in connection with such transaction, and may not be used, circulated, quoted or otherwise referred to or relied upon by, any other person, firm, corporation or other entity, or filed with any governmental or other administrative agency for any purpose, without our prior written consent. Our engagement with respect to this matter terminates upon the delivery of this letter to you on the date hereof, and we have no obligation to update this letter.
Respectfully submitted,
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EXHIBIT E
FORM OF OPINION OF CITY ATTORNEY
[Closing Date]
J.P. Morgan Securities LLC,
as Representative of the Underwriters
San Francisco, California
$[2024A Par]
City of Santa Clara, California
Electric Revenue Bonds, Series 2024 A
Ladies and Gentlemen:
As the City Attorney of the City of Santa Clara , California (the “ City”) in connection with the authorization and issuance of the bonds referenced above (the “Series 2024 A Bonds”), I have examined (a) a certified copy of the resolution of the City adopted on [September 10], 2024 (the “Resolution”) approving and authorizing the issuance of the Series 2024 A Bonds and certain financing documents; (b) the Amended and Restated Electric Revenue Bond Indenture, dated as of March 1, 2011, by and between the City and The Bank of New York Mellon Trust Company, N.A., as trustee ( the “Trustee”), as supplemented and amended , including by the Fourth Supplemental Electric Revenue Bond Indenture , dated as of October 1, 2024, providing for the issuance of the Series 2024 A Bonds (collectively, the “Indenture”); (c) the Bond Purchase Contract, dated [Pricing Date], 2024 (the “Bond Purchase Contract ”), by and between J.P. Morgan Securities LLC , as representative on its own behalf and on behalf of RBC Capital Markets, LLC, and Siebert Williams Shank & Co., LLC , as underwriters (collectively, the “Underwriters”) of the Series 2024 A Bonds, and the City; (d) the Continuing Disclosure Agreement, dated [Closing Date], 2024 (the “Disclosure Agreement”), by and between the City and the Trustee; ( e) the Preliminary Official Statement, dated [POS Date], 2024, relating to the Series 2024 A Bonds (the “ Preliminary Official Statement” ); (f ) the final Official Statement, dated [Pricing Date], 2024, relating to the Series 2024 A Bonds (the “Official Statement”); and (g) such other documents, instruments and certificates of public officials, officers and representatives of the City, and others, as I have deemed necessary or appropriate to render the opinions hereinafter expressed. The Indenture, the Bond Purchase Contract and the Disclosure Agreement are collectively referred to herein as the “City’s Documents.” In making my examination of documents and instruments executed by parties other than the City, I have assumed that such parties have the power and authority, corporate and otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization of such documents and instruments by all requisite action, corporate and otherwise, of such parties, proper execution and delivery of such documents and instruments by authorized representatives of such parties and the validity and binding effect thereof on such parties. I have also assumed, with respect to all documents, the genuineness of all signatures, the authenticity of E-2
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all documents submitted to me as originals, and the conformity to original documents of all documents submitted to me as certified or photostatic copies thereof.
As to various questions of fact relevant to this opinion letter, I have made no independent investigation of the accuracy, completeness, or fairness of such factual matters, but have relied instead upon certifications, representations, and warranties made by or on behalf of the City in the City’s Documents and upon other certifications, representations, and warranties of officers or representatives of the City and others.
All capitalized terms not defined herein shall have the respective meanings ascribed thereto in the Bond Purchase Contract.
Based upon and subject to the foregoing, I am of the opinion that:
1. The City is a charter city of the State of California, and has the power and authority to carry out and consummate all transactions contemplated by the City’s Documents and the Series 2024 A Bonds.
2. The Resolution was duly adopted at a meeting of the City Council which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout.
3. The City’s Documents have each been duly authorized, executed, and delivered by the City and each constitutes the legal, valid, and binding agreement of the City, enforceable against the City in accordance with its respective terms, subject to the qualifications that (a) the enforceability of such document or instrument may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) , to the possible unavailability of specific performance or injunctive relief, and by limitations on legal remedies against public agencies in the State of California; (b) rights to indemnification or contribution may be limited by applicable law or equitable principles or otherwise unenforceable as against public policy; and (c) I express no opinion as to enforceability of forum selection, waiver of jury trial or choice of law provisions.
4. The execution and delivery of the Official Statement and the distribution and use of the Preliminary Official Statement and the Official Statement by the Underwriter s in connection with the offering and sale of the Series 2024 A Bonds has been duly authorized by the City.
5. All authorizations, consents, approvals and reviews of governmental bodies or regulatory authorities required to be obtained or effected by the City for the City’s execution and delivery of the Series 2024 A Bonds and the City’s Documents have been obtained or effected.
6. Except as otherwise set forth in the Preliminary Official Statement and the Official Statement or otherwise disclosed in writing by the City to the Underwriter s, there is no action, suit, proceeding, hearing, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best of my knowledge, E-3
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threatened against the City (i) in any respect questioning the existence of the City or the titles of the officers of the City to their respective offices in which an adverse decision would affect the validity of the Resolution or the authorizations and approvals effected thereby in connection with the Bond Purchase Contract, the Indenture, the Disclosure Agreement, the Preliminary Official Statement, the Official Statement or the Series 2024 A Bonds; (ii) in any way contesting, affecting or seeking to prohibit, restrain or enjoin the issuance or delivery of any of the Series 2024 A Bonds, or the collection of revenues pledged to pay the principal of and interest on the Series 2024 A Bonds, or the pledge of such revenues, or the application of the proceeds of the Series 2024 A Bonds for the purposes described in the Preliminary Official Statement and the Official Statement; (iii) in any way contesting or affecting the validity or enforceability of the Series 2024 A Bonds, the Indenture, the Disclosure Agreement or the Bond Purchase Contract, or contesting the power or authority of the City to issue the Series 2024 A Bonds, the adoption of the Resolution, or the execution and delivery by the City of the Indenture, the Bond Purchase Contract or the Disclosure Agreement, or contesting the tax- exempt status of interest due on the Series 2024 A Bonds; or (iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement 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 required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
7. To the best of my knowledge as the City Attorney of the City and based in part upon representations made to me by staff of the City, the execution and delivery of the City Documents and the adoption of the Resolution and compliance with the provisions thereof and hereof, and the approval of the Preliminary Official Statement and the Official Statement, under the circumstances contemplated thereby, 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 State of California constitutional provision, law, administrative regulation, court order, judgment, court decree, loan agreement, indenture, bond, note, resolution, agreement, or other instrument to which the City is a party, or by which the City is bound, in any such case to the extent such breach or default would have a material adverse effect on the ability of the City to repay the Series 2024 A Bonds or on the security therefor.
8. Based upon examinations which I have made and my discussions in conferences with certain staff of the City and others with respect to the Preliminary Official Statement and the Official Statement and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement (including the Appendices attached thereto), nothing has come to my attention which would lead me to believe that (i) the information contained in the Preliminary Official Statement (other than financial and statistical data therein and incorporated therein by reference, forecasts, projections and assumptions therein and incorporated therein by reference, and other than information relating to DTC, the book- entry system or information provided by the Underwriters for inclusion in the Preliminary Official Statement, as to which no opinion is expressed), and except for such information as is permitted to be excluded from the Preli minary Official Statement pursuant to Rule 15c2 -12 of the Securities Exchange Act of 1934, as amended, including but not limited to information as to offering prices, yields, interest rates, maturities, amortization, redemption provisions, debt service requirements, underwriter s’ discount, ratings and CUSIP numbers), as of its date and the date of the Purchase Contract, E-4
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contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) the information contained in the Official Statement (other than financial and statistical data therein and incorporated therein by reference, forecasts, projections and assumptions therein and incorporated therein by reference, and other than information relating to DTC, the book-entry system or information provided by the Underwriters for inclusion in the Official Statement, as to which no opinion is expressed), as of the date thereof and as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
I express no opinion with respect to (a) the excludability from gross income or the exemption of interest on the Series 2024 A Bonds for purposes of federal or state income taxation, and (b) the application of or compliance with the securities laws and regulations of the United States of America or the securities laws and regulations of any state or other jurisdiction thereof.
The laws addressed by this opinion letter are limited to the laws of the State of California and the federal laws of the United States of America.
This opinion letter is rendered upon request to the addressee s hereof solely in connection with the transactions contemplated by the Series 2024 A Bonds and the City’s Documents and may not be used or relied upon by any other person or for any other purpose without prior written consent.
Very truly yours,