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HomeMy WebLinkAboutItem 4.11 Exhibit D Contract of Purchase CERTIFICATES OF PARTICIPATION (1993 Civic Center Refunding Project) Evidencing the Direct, Undivided Proportionate Interests of the Owners thereof in Lease Payments to be made by the CITY OF DUBLIN CONTRACT OF PURCHASE May _, 1993 City of Dublin 100 Civic Plaza Dublin, California 94568 Ladies and Gentlemen: Rauscher Pierce Refsnes, Inc. , as underwriter (the "Underwriter") , does hereby offer to enter into this Contract of Purchase with you, the City of Dublin, a municipal corporation organized under the laws of the State of California (the "City") under a Lease (as hereinafter defined) with the City, for the purchase by the Underwriter and the execution and delivery to be caused by the City, Dublin Information, Inc. (the "Lessor") and First Interstate Bank of California, as trustee (the "Trustee") , of the Certificates of Participation (1993 Civic Center Refunding Project) , specified below. This offer is made subject to acceptance by the City prior to 11:59 P.M. , San Francisco time, on the date hereof, and, upon such acceptance, this Contract of Purchase shall be in full force and effect in accordance with its terms and shall be binding upon the City and the Underwriter. All terms not defined herein shall have the meanings set forth in the Official Statement hereinafter mentioned. 1. Upon the terms and conditions and upon the basis . of the representations herein set forth the Underwriter hereby agrees to purchase and the City agrees to cause the Trustee to deliver to the Underwriter all (but not less than all) of the $ aggregate principal amount of the Certificates of Participation (1993 Civic Center Refunding Project) (the "Certificates") to be dated June 1, 1993 and having maturities and representing interest at the rates set forth in Exhibit A hereto, at an aggregate purchase price of $ , plus interest accrued thereon to the date of Closing as defined in Section 4 hereof. Each Certificate shall evidence a direct, undivided proportionate interest of the owner thereof in lease payments (the "Lease Payments") to be paid by the City as the rental price for a civic center complex (the "Project") , pursuant to and as more particularly described in a VUO EPAIT at . lease agreement (the "Lease") , to be dated as of June 1, 1993, between the City, as lessee, and the Lessor. The Lessor's right to receive the Lease Payments and to exercise remedies upon default have been assigned to the Trustee 'for the benefit of the Owners pursuant to an assignment agreement (the "Assignment - Agreement") , to be dated as of June 1, 1993, between the Lessor and the Trustee. The Certificates shall be as described in, and shall be secured under and pursuant to a trust agreement (the "Trust Agreement") , to be dated as of June 1, 1993, by and among the City, the Lessor and the Trustee substantially in the form previously submitted to the Underwriter with only such changes therein as shall be mutually agreed upon by the Lessor, the City and the Underwriter. The Certificates shall represent the direct, undivided proportionate interests of the Owners, as defined in the Trust Agreement, in the Lease Payments which the City has covenanted under the Lease to make, and in moneys held under the Trust Agreement including moneys held in the Reserve Fund thereunder. The Certificates shall be issued to refund the City of Dublin 1988 Refunding Certificates of Participation (the "Refunded Certificates") , pursuant to an escrow agreement (the "Escrow Agreement") , to be dated as of June 1, 1993, between the City and First Trust California, as escrow agent ("Escrow Agent") . 2. The City hereby ratifies, approves and confirms the distribution of the Preliminary Official Statement with respect to the Certificates, dated , 1993 (together with the Appendices thereto, and any supplements or amendments thereto, the "Preliminary Official Statement") , in connection with the public offering and sale of the Certificates by the Underwriter prior to the availability of the Official Statement. The City represents and warrants that the Preliminary Official Statement was deemed final by the City as of its date for purposes of Rule 15c2-12 of the Securities and Exchange Commission, except for the omission of maturity amounts, interest rates, redemption dates and prices, ratings, underwriters' discount and related terms. The City shall deliver to the Underwriter within five business days from the date hereof, two copies of the Official Statement with respect to the Certificates, signed by the City Manager of the City, dated as of the date hereof, in the form of the Preliminary Official Statement with such changes thereto as have been approved by the Underwriter. The City shall provide the Underwriter, within seven business days from the date hereof, with a reasonable number of copies of the Official Statement, as requested by the Underwriter, for distribution. The City hereby authorizes and approves the distribution by the Underwriter of the Official Statement in connection with the public offering and sale of the Certificates. The Official Statement, including the Appendices thereto, and any supplements or amendments thereto ,on or prior to S S the Closing is herein sometimes referred to as the "Official Statement. " 3 . The City represents, warrants and covenants to the Underwriter that: (a) The City is and will be at the date of Closing a municipal corporation duly organized and operating pursuant to and under the laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Lease, the Trust Agreement, the Escrow Agreement and this Contract of Purchase (collectively, the "Legal Documents") and, when executed and delivered by the respective parties thereto, the Legal Documents will constitute legal, valid and binding obligations of the City enforceable in accordance with their respective terms. (b) By official action of the City prior to or concurrently with the acceptance hereof, the City has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in the Legal Documents and the consummation by it of all other transactions contemplated by the Official Statement and this Contract of Purchase. (c) The execution and delivery of the Legal Documents and the approval and execution of the Official Statement and compliance with the provisions on the City's part contained herein and therein, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Legal Document and the Assignment Agreement. (d) Both at the date hereof and at the date of Closing, the statements and information contained in the Official Statement will be true, correct and complete in all material respects and the Official Statement (including any financial and statistical data contained therein, but excluding any information under the captions "THE CERTIFICATES - Book-Entry Only System" and "ECONOMIC CONDITIONS IN CALIFORNIA" , as to which the City expresses no opinion or view) does not and will not omit 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. SF2-15460.3 (e) Except as may be required under blue sky or other securities laws of any state, there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory authority having jurisdiction over the City required for the execution, delivery and sale of the Certificates or the consummation by the City of the other transactions contemplated by the Official Statement and this Contract of Purchase. (f) The City is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument. (g) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or threatened against the City affecting the existence of the City or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the execution or delivery of the Certificates or the City's covenant to make Lease Payments or in any way contesting or affecting the validity or enforceability of the Certificates or the Legal Documents or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, including, but not limited to, the consummation of the transactions relating to the Project as described in the Official Statement, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates or the Legal Documents, or in which a final adverse decision could materially or adversely affect the operations of the City. (h) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (1) to qualify the Certificates for offer and sale under the blue sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (2) to determine the eligibility of the Certificates for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Certificates. S177-1 um A (i) If between the date of this Contract of Purchase and the date of the Closing an event occurs, of. which the City has knowledge, which might or would cause the information in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City will notify the Underwriter, and if in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will cooperate with the Underwriter in the preparation of an amendment or supplement to the Official Statement in a form and in a manner approved by the Underwriter, provided all expenses thereby incurred will be paid for by the City. (j ) If the information contained in the Official Statement is amended or supplemented pursuant to the immediately preceding subparagraph, at the time of each supplement or amendment thereto and (unless subsequently supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date of the Closing, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (k) The City will take no action and will cause no action to be taken that would cause the interest with respect to the Certificates to be included on gross income for federal income tax purposes. (1) The City has not been, is not presently and as a result of the sale and delivery of. the Certificates will not be in violation of any debt limitation, appropriation limitation or any other provision of the California Constitution. (m) Between the date hereof and the Closing, without the prior written consent of the Underwriter, the City will not have issued any bonds, notes or other obligations for borrowed money on behalf of the City except for such borrowings as may be described in or contemplated of the Official Statement. (n) The City has not been notified of any listing. or proposed listing by the Internal Revenue Service to the effect that the City is a bond issuer whose no-arbitrage certificates may not be relied upon. C172_1 Sdfn z C _ (o) Any certificate signed by any officer of the City and delivered to the Underwriter shall be deemed a representation and warranty of the City to the Underwriter as to the statements made therein but not of the person signing such certificate. 4. At 8:00 a.m. , San Francisco, California time, on . June 8, 1993, or at such other time or on such earlier or later date as the City and the Underwriter mutually agree upon, the City will deliver or cause to be delivered (through The Depository Trust . Company ("DTC") ) to the Underwriter the Certificates duly executed by the City, together with the other documents hereinafter mentioned; and the Underwriter will accept such delivery (through DTC) and pay the purchase price of the Certificates as set forth in Section 1 hereof by wire transfer or by delivering to the City a certified or official bank check or checks, payable to the order of the City in immediately available funds, in an aggregate amount equal to such purchase price, plus accrued interest, if any, on the Certificates from June 1, 1993 to the date of such payment. Payment for the delivery of the Certificates as aforesaid will be made at the offices of Brown &Wood, San Francisco, California ("Special Counsel") , or at such other place mutually agreed upon by. the City and the Underwriter. Such payment and delivery is herein called the "Closing. " The Underwriter will order CUSIP identification numbers and the City will cause such CUSIP identification numbers to be printed on the . Certificates, but neither the failure to print such number on any Certificate nor any error with respect thereto will constitute the failure or refusal by the Underwriter to accept delivery of and pay for the Certificates in accordance with the terms of this Contract of Purchase. The Certificates will be delivered in New York, New York, will be in printed, lithographed, or typewritten form, will be prepared and delivered in registered form, ' bearing CUSIP numbers, and will be registered in the name of Cede & Co. , as nominee of DTC. The Certificates will be made available to the Underwriter for checking and packaging at DTC, not less than one (1) business day prior to the Closing. 5. The Underwriter has entered into this Contract of Purchase in reliance upon the representations and warranties of the City contained herein. The Underwriter's obligations under this Contract of Purchase. are and shall be subject to the following further conditions: (a) at the time of Closing, the Assignment Agreement and the Legal Documents all as described in the Official Statement, shall be in full force and effect as valid and binding agreements between or among the various parties. thereto and the Legal Documents,- the Assignment Agreement and the Official Statement shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriter, and there shall- be in full force and effect such resolutions as, in the opinion of SF2-1546n_3 G Special Counsel, shall be necessary in connection with the transactions contemplated hereby; (b) at or prior to the Closing, the Underwriter shall receive the following documents, in each case satisfactory in form and substance to -the Underwriter: (1) the unqualified approving opinion of Special Counsel, dated the date of Closing, as to the validity and tax-exempt status of the Certificates; (2) a supplementary opinion of Special Counsel in form and substance satisfactory to the Underwriter, dated the date of Closing and addressed to the City and the Underwriter, to the effect that: (i) the description of the Certificates and security for the Certificates and statements in the Official Statement under the captions "INTRODUCTORY STATEMENT, " "THE REFUNDING PLAN, " "THE CERTIFICATES, " "CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS, " "TAX MATTERS, " and "APPENDIX B - SUMMARIES OF PRINCIPAL LEGAL DOCUMENTS"insofar as such statements purport to summarize certain provisions of the Trust Agreement, the Lease, the Assignment Agreement, the Escrow Agreement, California law or federal law and Special Counsel's opinion with respect to validity and tax-exemption, are correct and complete to the best of such counsel's knowledge and belief; and (ii) assuming due authorization, execution and delivery by the Trustee of the documents to which it is a party or which the Trustee has acknowledged, the Legal Documents and the Assignment Agreement have been duly authorized, executed and delivered by the respective parties thereto and constitute legal, valid and binding agreements of the parties thereto and are enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights and by the application of equitable principles if equitable remedies are sought; (iii) the Certificates are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification as an indenture pursuant to the Trust Indenture Act of 1939, as amended. (3) an opinion of the counsel to the City (the "City Attorney") , dated the date of Closing and SF2-15460.3 7 addressed to the City and the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that: (i) the City is a municipal corporation duly organized and validly existing under the laws of— ---- the State of California; (ii) the Official Statement has been duly approved by the City and the descriptions contained therein as to the City and the City's obligations under the Lease, the Trust Agreement and the Escrow Agreement are correct and do not contain an untrue statement of a material fact and do not omit 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; (iii) the resolution of the City approving and authorizing the execution and delivery of the Legal Documents and approving the Official Statement was duly adopted at a meeting of the governing body of the City which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout; (iv) 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 City Attorney's knowledge, threatened against or affecting the City, which would adversely impact the City's ability to complete the transactions described in and contemplated by the Official Statement, to restrain or enjoin the collection of Lease Payments under the Lease, or in any way contesting or affecting the validity of the Certificates or the Legal Documents or the transactions described in and contemplated hereby and by the Official Statement wherein an unfavorable decision, ruling or finding would adversely affect the validity and enforceability of the Certificates or the Legal Documents or in which a final adverse decision could materially adversely affect the operations of the City; (v) the execution and delivery of the Legal Documents and the approval of the Official Statement and compliance with the provisions thereof and hereof, under the circumstances contemplated thereby, do not in any material respect conflict with or constitute on the part of the City a breach of or default under any SF245460.3 agreement or other instrument to which the City is a party or by which it is bound or any existing law, regulation, court order or consent decree to which the City is subject; (vi) the Legal Documents have been duly authorized, executed and delivered by the City, and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding agreements of the City enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights and by the application of equitable principles if equitable remedies are sought; and (vii) no authorization, approval, consent, or other order of any court or governmental body is required for the valid authorization, execution and delivery of the Legal Documents and the approval of the Official Statement or the consummation by the City of the transactions contemplated herein and in the Official Statement, except such as have been obtained and except such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Certificates by the Underwriter; (4) an opinion of the City Attorney, dated the date of Closing, and addressed to the City and the Underwriter, in form and substance satisfactory to the Underwriter to the effect: (i) the Lessor is a nonprofit public benefit corporation duly organized, validly existing and in good standing under the laws of the State of California; (ii) the Lessor has full legal power and adequate corporate authority to enter into the Lease, the Trust Agreement and the Assignment Agreement and the full legal power and authority to own its properties and to carry on its business; (iii) the Lease, the Trust Agreement and the Assignment Agreement have been validly authorized, executed and delivered by the Lessor and, assuming due authorization, execution and delivery by the other parties thereto, constitute legal, valid and binding agreements of the Lessor, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency SF2-15460.3 q or other laws affecting enforcement of creditors' rights and by the application of equitable principles if equitable remedies are sought; (iv) no consent, approval, authorization or - order of any court, regulatory authority or governmental body is required for the valid . authorization, execution and delivery of the Lease, the Trust Agreement or the Assignment Agreement or the consummation by the Lessor of the transactions contemplated herein and in the Official Statement except such as have been obtained and except such as may be required under the state securities or blue sky laws in connection with the purchase and distribution of the Certificates by the Underwriter; (v) The descriptions contained in the Official Statement as to the Lessor and the Lessor's obligations under the Lease, the Trust Agreement and the Assignment Agreement are correct and do not contain an untrue statement of a material fact and do not omit 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; (vi) there are no, to the knowledge of the City Attorney, legal or governmental proceedings pending or threatened against the Lessor which are required to be disclosed in the Official Statement; and (vii) the execution and delivery of the Lease, the Trust Agreement and Assignment Agreement by the Lessor and performance by the Lessor of its obligations thereunder will not conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Lessor is a party or constitute a default thereunder; (5) an opinion of counsel to the Trustee, dated the date of Closing and addressed to the City, the Lessor and the Underwriter, to the effect that: (i) the Trustee is a national banking association with trust powers, duly organized and validly existing under the laws of the United States., having the legal authority to exercise trust powers in the State of California, and has full power, authority and legal right to execute and deliver the Trust Agreement and the Assignment S172-15460.3 1 n Agreement and to comply with the terms thereof, and perform its obligations thereunder; (ii) the Trust Agreement and the Assignment Agreement have each been duly authorized, executed and delivered by the Trustee and assuming due authorization, execution and delivery by the other parties thereto are the valid, legal and binding agreements of the Trustee, enforceable as to the Trustee in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights and by the application of equitable principles if equitable remedies are sought; and (iii) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is required for the execution and delivery by the Trustee of the Trust Agreement and the Assignment Agreement; and (iv) to the best of such counsel's knowledge. the Trustee has not been served or threatened with any action, suit, proceeding or investigation at law or in equity before or by any court, public board or body against or affecting the Trustee, which would adversely impact the Trustee's ability to complete the transactions described in and contemplated by the Official Statement, or in any. way contesting or affecting the validity of the Certificates or the Legal Documents or the . transactions described in and contemplated hereby and by the Official Statement wherein an unfavorable decision, ruling or finding would adversely affect the validity and enforceability of the Certificates or the Legal Documents; (6) a certificate, dated the date of Closing, signed by a duly authorized official of the City satisfactory in form and substance to the Underwriter to the effect that there is no litigation or proceeding pending or, to the best of his or her knowledge, threatened against the City (a) to restrain or enjoin the delivery of any of the Certificates or the collection of Lease Payments, (b) in any way contesting the validity of the Certificates or the Legal Documents or the authority of the City to enter into the Legal Documents, (c) in any way contesting the powers of .the City in connection with any action contemplated by this Contract of Purchase, or (d) in which a final adverse decision could materially adversely affect the , SF2-15460.3 11 operations of the City or its ability to perform its obligations under the foregoing agreements; (7) a certificate, dated the date of Closing, signed by a duly authorized official of the Lessor satisfactory in form and substance to the Underwriter -- : (i) containing the representations and warranties in Exhibit B hereto and (ii) to the effect that to the best of his or her knowledge no litigation or proceeding is pending or threatened against the Lessor (a) to restrain or enjoin the delivery of any of the Certificates or the collection of Lease Payments (b) in any way contesting the validity of the Certificates, the Lease, the Trust Agreement or the Assignment Agreement, or the authority of the Lessor to enter into the Lease, the Trust Agreement or the Assignment Agreement, or (c) in any way contesting the powers of the Lessor in connection with any action contemplated by the foregoing agreements; (8) a certificate, dated the date of Closing, signed by a duly authorized official of the Trustee satisfactory in form and substance to the Underwriter to the effect that (a) the Trustee has not been served or threatened with any action, suit, proceeding, inquiry or investigation (an "action") at law or in equity, before or by any court, or governmental agency, public board or body seeking to prohibit., restrain or enjoin the execution of the Certificates or the collection of Lease Payments intended to pay the principal of and interest on the Certificates, or pledge thereof, or in any way contesting or affecting the validity or enforceability of the Certificates, the Trust Agreement or the Assignment Agreement, and there is no action pending or threatened against the". Trustee affecting the existence of the Trustee, or contesting the powers of the Trustee or its authority to enter into or perform its obligations under any of the foregoing agreements, wherein an unfavorable decision, ruling or finding would adversely affect the validity _ of the Certificates, the Trust Agreement or the Assignment Agreement; and (b) the execution and delivery by the Trustee of the Trust Agreement and the Assignment 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 any law or any rule, regulation, order or decree of any court or governmental agency or both having jurisdiction over the Trustee or any of its activities or properties; (9) two executed or certified copies of each of the Legal Documents and the Assignment Agreement; SF2-15460.3 .12 (10) two copies of the Official Statement, executed on behalf of the City; (11) two certified copies of the general resolution of the Trustee authorizing the execution and delivery of Certificates, the Trust Agreement, the acceptance of the Assignment Agreement and this Contract of Purchase; (12) copies of resolutions adopted by the City and certified by an authorized official of the City authorizing the execution and delivery of this Contract of Purchase, the Lease, the Trust Agreement, and the approval of the Official Statement; (13) a certificate of an authorized officer of the City, dated the date of. Closing, confirming as of such date the representations and warranties of the City contained in this Contract of Purchase; (14) copies of resolutions adopted by the Lessor and certified by the Secretary or Assistant Secretary of the Lessor, authorizing the execution and delivery of the Lease, the Trust Agreement, and the Assignment Agreement; (15) arbitrage certifications by the City in form and substance acceptable to Special Counsel and the Underwriter; and (16) an opinion of Special Counsel, dated the date of Closing, regarding the effective defeasance of the Refunded Certificates; (17) A letter addressed to the Underwritr, dated the date of Closing, from Ernst & Young, certified public accountants, verifying the accuracy of the mathematical computations concerning the adequacy of the maturing principal amounts of and interest earned on the government obligations, together with other escrowed moneys, to be deposited with the Escrow Agent under the Escrow Agreement to pay when due pursuant to stated maturity or call for prepayment the principal of and interest and premium, if any, on the Refunded Certificates. (18) Evidence satisfactory to the Underwriter that Moody's Investors Service and Standard & Poor's Corporation have assigned ratings of " and " " respectively, to the Certificates. (19) A copy of the municipal bond insurance policy with respect to Certificates issued by [Bond Insurer] , SF2-15460.3 13 and an opinion of counsel to [Bond, Insurer] addressed to the Underwriter with respect thereto; (20) an opinion of counsel to the Underwriter to the effect that: (i) the Certificates are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (ii) although they are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Official Statement and make no representation that they have independently verified the accuracy, completeness or fairness of , any such statements, during the course of preparation of the Official Statement, they met in conferences with representatives of the City, the Trustee, their respective counsels., Special Counsel, the Underwriter, and others, during which conferences the contents of the Official Statement and related matters were discussed and that based on their participation in the above-mentioned conferences, and in reliance thereon and on the certificates, opinions and other documents herein mentioned, they advise that no information came to their attention which caused them to believe that the Official Statement as of the date hereof and as of the Closing (except for any financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions . of opinion or any information about DTC and its book-entry only system included therein or appendices thereto, as to which they express no opinion or view) 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; and (21) such additional legal opinions, certificates, proceedings, instruments or other documents as Special Counsel may reasonably request to evidence compliance by the Trustee with legal requirements, the truth and accuracy, as of the time of Closing, of the representations contained herein and in the Official Statement and the due performance or satisfaction by the Trustee, the Lessor and the City at or prior to • such time of all agreements then to be and all conditions then to be satisfied. SF2-15460.3 ' 14 (c) All matters relating to the Legal Documents, the Certificates and the sale thereof, the Assignment Agreement and the consummation of the transactions contemplated by this Contract of Purchase shall have been approved by the Underwriter, which approval shall not be unreasonably withheld. If the conditions to the Underwriter's obligations contained in this Contract of Purchase are not satisfied or if the Underwriter's obligations shall be terminated for any reason permitted by this Contract of Purchase, this Contract of Purchase shall terminate and neither the Underwriter nor the City shall have any further obligation hereunder. 6. The Underwriter shall have the right to cancel its obligations to purchase the Certificates if, between the date hereof and the Closing regardless of whether any of the following statements of fact were in existence or known of on the date of this Contract of Purchase: (a) the marketability of the Certificates or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State of California, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for the staff of either such Committee, or by the staff of the Joint Committee on taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or state court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or , state authority affecting the federal or state tax status of the City, or the interest on bonds or notes (including the Certificates) ; (b) there shall exist any event which in the reasonable opinion of the Underwriter either (i) makes untrue or incorrect in any material respect any statement or information contained in the Official Statement or (ii) is not reflected in the Official Statement but should be SF2-15460.3 15 reflected therein to make the statements and information contained therein not misleading in any material respect; (c) there shall have occurred any new outbreak of hostilities or other national or international calamity or crisis, the effect of such outbreak, calamity, or crisis on the financial markets of the United States being such as would make it impracticable, in the reasonable opinion of the Underwriter, for the Underwriter to sell the Certificates; (d) there shall be in force a general suspension of trading on the New York Stock Exchange or other national securities exchange, 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 the New York Stock Exchange or such other exchange, whether by virtue of a determination by that Exchange or such other exchange or by orders of the Securities and Exchange Commission or any other governmental authority; (e) a general banking moratorium shall have been declared by either federal, California or New York authorities having jurisdiction and be in force; (f) there shall be established any new restrictions on transactions in securities materially affecting the free market for securities (including the imposition of any limitations on interest rates) or the extension of credit by, or the charge to the net capital requirements of, underwriters established by the New York Stock Exchange, the Securities and Exchange Commission, any other federal or state agency or the Congress of the United States, or by Executive Order; (g) an adverse event occurs in the affairs of the Trustee, the Lessor or the City which, in the opinion of the Underwriter, requires or has required a supplement or amendment to the Official Statement; (h) the rating of the Certificates shall have been downgraded or withdrawn by a national rating service, which, in the opinion of the Underwriter, materially adversely affects the market price of the Certificates; or (i) the Comptroller of the Currency renders an opinion or issues a regulation which has the effect of prohibiting the Underwriter from underwriting the Certificates. 7. After the Closing (a) the City will not adopt any amendment of or supplement to the Official Statement to which the Underwriter shall object in writing and (b). if any event relating to or affecting the Trustee, the Lessor or the City shall occur as a result of which it is necessary, in the opinion of the SF2-15460.3 16 Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to an initial purchaser of the Certificates, the Trustee, the Lessor and the City will forthwith prepare and furnish to the Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to an initial purchaser of tile Certificates, not misleading. For the purposes of this section the Trustee, the Lessor and the City will each furnish such information with respect to itself as the Underwriter may from time to time request. 8. Whether or not the transactions contemplated by this Contract of Purchase are consummated, the Underwriter shall be under no obligation to pay, and the City shall pay from the proceeds of the Certificates or otherwise, all expenses and costs • of the City and the Lessor incident to the performance of their obligations in connection with the authorization, execution, delivery and the Certificates to the Underwriter, including, without limitation, fees and disbursements of Special Counsel and other professional advisors employed by the City or the Lessor; costs of preparation, printing, signing, transportation, delivery and safekeeping of the Certificates; the interest cost to the Underwriter to provide immediately available funds to the City; credit rating(s) ; preparation by an outside vendor of a City debt statement; printing and distribution of the preliminary and final Official Statements; Trustee and paying agency fees and charges; printing, reproducing and binding documents; computer calculations and verifications thereof; travel by City or Lessor officials; Closing costs; fees and expenses of filing with state securities or blue sky commissions, including fees of counsel. The Underwriter shall pay its out-of-pocket expenses, except as noted above. 9 . Any notice or other communication to be given to the Underwriter under this Contract of Purchase may be given by delivering the same in writing to Rauscher Pierce Refsnes, Inc. , One Market Plaza, 1100 Steuart Street Tower, San Francisco, California 94105, Attention: Virginia L. Horler. All notices or communications hereunder by any party shall be given and served upon each other party. Any notice or communication to be given the City under this Contract of Purchase may be given by delivering the same to the City of Dublin, 100 Civic Plaza, Dublin, California 94568,. Attention: Richard C. Ambrose. The approval of the Underwriter when required hereunder or the determination of satisfaction as to any document referred to herein shall be in writing signed by the Underwriter and delivered to you. SF2-15460.3 17 10. This Contract of Purchase is made solely for the benefit of the City and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreements of the City in this Contract of Purchase shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Certificates. 11. This Contract of Purchase 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. This Contract of Purchase shall be governed by the laws of the State of California. RAUSCHER PIERCE REFSNES, . INC. By Title Accepted: CITY OF DUBLIN By Title SF245460.3 18 ACKNOWLEDGEMENT OF FIRST INTERSTATE BANK OF CALIFORNIA The undersigned hereby acknowledges receipt of an executed copy of the Contract of Purchase, dated May 20, 1993 and agrees that, upon the execution and delivery of- the Trust Agreement and its acceptance of the appointment as Trustee thereunder, it shall execute and deliver the Certificates in accordance with the terms of such Contract of Purchase to the extent such terms are consistent with the terms of the Trust Agreement. FIRST INTERSTATE BANK OF CALIFORNIA By Title • SF2-15460.3 19 EXHIBIT A DATE PRINCIPAL INTEREST TOTAL EXHIBIT B (a) The Lessor is anon-profit public benefit corporation duly organized, validly existing and in good standing under the laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Lease, the Trust Agreement and the Assignment Agreement and, when executed and delivered by the respective parties thereto, the Lease, the Trust Agreement and the Assignment Agreement will constitute legal, valid and binding obligations of the Lessor in accordance with their respective terms. (b) By official action of the Lessor, the Lessor has duly authorized and approved the execution and delivery of, and the performance by the Lessor of the obligations on its part contained in the Lease, the Trust Agreement and the Assignment Agreement and the consummation by it of all other transactions contemplated by the Official Statement and this Contract of Purchase. (c) The execution and delivery of the Lease, the Trust Agreement and the Assignment Agreement and compliance with the provisions on the Lessor's part contained herein, therein, and in the Official Statement will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Lessor is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Lessor under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Lease, the Trust Agreement and the Assignment Agreement.- (d) The statements and information contained in the Official Statement relating to the Lessor, its functions, duties and responsibilities are and will be true, correct and complete . in all material respects and the Official Statement does not and will not omit any statement or information required to be stated therein or which is necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading in any material respect. (e) Except as may be required under blue sky or other securities laws of any state, there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory authority having jurisdiction over the Lessor required for the execution, delivery and sale of the Certificates or the consummation by the Lessor of the other transactions contemplated by the Official Statement and this Contract of Purchase. crn 1 cn cn 1 _ D_I (f) The Lessor is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Lessor is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of- notice, or both, would constitute a default or an event of default under any such instrument. (g) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or threatened against the Lessor affecting the existence of the Lessor or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the execution or delivery of the Certificates, or in any way contesting or affecting the validity or enforceability of the Lease, the Trust Agreement, the Assignment Agreement or the Certificates, or contesting the powers of the Lessor or its authority to enter into, adopt or perform its obligations under any of the foregoing, including, but not limited to, the consummation of the transactions relating to the financing of the Project as described in the Official Statement, or contesting in any the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Certificates or the Lease, the Trust Agreement and the Assignment Agreement. - (h) The Lessor covenants that it will not take no action and will cause no action to be taken that would cause the interest with respect to the Certificates to be included in gross income to federal income taxation purposes. (i) Any certificate signed by any officer of the Lessor and delivered to the Underwriter shall be deemed a representation and warranty of the Lessor to the Underwriter as to the statements made therein but not of the person signing such certificate. e171_16AFn z M-0 -