Purchase, Sale and Delivery of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein: (i) the Underwriter hereby agrees to purchase from the Community Facilities District and the Community Facilities District hereby agrees to sell to the Underwriter all (but not less than all) of the $ aggregate principal amount of the Community Facilities District No. 04-2 (Lake Hills Crest) of the County of Riverside Special Tax Refunding Bonds, Series 2024 (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ (being 100% of the aggregate principal amount thereof, plus an original issue premium of $ and less an Underwriter’s discount of $ ). As an accommodation to the Community Facilities District, on the Closing Date, the Underwriter will remit, from the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 2 hereof, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Special Tax Revenues and subject to redemption as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the Board of Supervisors of the County of Riverside (the “County”), as the legislative body for the Community Facilities District, pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on , 2024. The proceeds of the Bonds, together with certain existing funds of the Community Facilities District, will be used to (i) defease all of the Community Facilities District’s outstanding Special Tax Bonds, Series 2012 (the “Series 2012 Bonds”), (ii) fund the Reserve Fund in an amount equal to the Reserve Requirement, (iii) purchase a municipal bond insurance policy (the “Insurance Policy”) issued by (the “Insurer”), and (iv) pay costs of issuance of the Bonds. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from special taxes as provided in the Indenture (the “Special Taxes”). A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respect. The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and not as the agent or fiduciary of the Community Facilities District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Community Facilities District with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District with respect to the offering contemplated hereby, except the obligations expressly set forth in this Purchase Agreement or otherwise imposed by law, (iv) the Underwriter has financial interests that differ from those of the Community Facilities District and (v) the Community Facilities District has consulted with its own legal, financial and other advisors to the extent it has deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged Xxxxxxxx, Xxxxxx & Associates, Inc., as its municipal advisor (the “Municipal Advisor”) (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of the Municipal Advisor with respect to the Bonds. B. Pursuant to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated , 2024, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement between the Community Facilities District and the Trustee, executed in connection with the Bonds (the “Continuing Disclosure Agreement”), the Escrow Agreement, dated as of June 1, 2024 with regard to the Series 2012 Bonds (the “Escrow Agreement”), between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement. C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure Agreement, in the form attached to the Official Statement as Appendix D, to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver to the Underwriter, at the offices of Bond Counsel in Newport Beach, California, or at such other location as may be mutually agreed upon by the Underwriter and the Community Facilities District, the documents hereinafter mentioned; and the Community Facilities District will deliver to the Underwriter through the facilities of The Depository Trust Company (“DTC”), the Bonds, in definitive form (all Bonds bearing CUSIP numbers), duly executed by the Community Facilities District and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California time, on , 2024 (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “Closing”). The Bonds shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC.
Appears in 1 contract
Samples: Indenture
Purchase, Sale and Delivery of the Bonds. Subject a. On the basis of the representations, warranties and covenants contained herein, and in the other agreements referred therein and subject to the terms and conditions herein set forth, on the Initial Closing Date and in reliance upon from time to time thereafter, the representations, warranties and agreements set forth herein: (i) the Underwriter hereby Purchaser agrees to purchase from the Community Facilities District Issuer and the Community Facilities District hereby Issuer agrees to sell to the Underwriter Purchaser all or any portion of the Bonds for a purchase price of one hundred percent (but not less than all100%) of the $ aggregate principal amount of the Community Facilities District No. 04-2 (Lake Hills Crest) of the County of Riverside Special Tax Refunding BondsBonds issued and sold, Series 2024 (the “Bonds”)from time to time, dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates provided for hereunder and in the principal amounts set forth in Exhibit A heretoIndenture. The In accordance with the provisions of Section 2.02 of the Indenture, the Purchaser agrees that it will pay the purchase price for the Bonds shall be $ (being 100% of the aggregate principal amount thereof, plus an original issue premium of $ and less an Underwriter’s discount of $ ). As an accommodation to the Community Facilities District, on the Closing Date, the Underwriter will remit, from the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 2 hereof, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Special Tax Revenues and subject to redemption as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the Board of Supervisors of the County of Riverside (the “County”), as the legislative body for the Community Facilities District, pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on , 2024. The proceeds of the Bonds, together with certain existing funds of the Community Facilities District, will be used to follows: (i) defease all of $500,000 will be paid on the Community Facilities District’s outstanding Special Tax Bonds, Series 2012 (Initial Closing Date for deposit into the “Series 2012 Bonds”), (ii) fund the Reserve Fund in an amount equal to the Reserve Requirement, (iii) purchase a municipal bond insurance policy (the “Insurance Policy”) issued by (the “Insurer”), and (iv) pay costs of issuance of the Bonds. The Bonds shall be substantially Company Direct Disbursement Account in the form described in, shall be issued and secured under the provisions of, and shall be payable from special taxes as provided in the Indenture (the “Special Taxes”).
A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respect. The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Community Facilities District and the UnderwriterConstruction Fund, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transactionPurchaser's discretion, the Underwriter is and has been acting solely as Purchaser will purchase additional principal and not as the agent or fiduciary amounts of the Community Facilities DistrictBonds from time to time and the proceeds thereof shall be deposited into the Company Direct Disbursement Account in the Construction Fund, provided, that the Purchaser shall never pay the Trustee an amount for deposit into the Company Direct Disbursement Account in the Construction Fund if such deposit results in said Account having more than $500,000 on deposit therein, and (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor Purchaser will pay to the Trustee the amount necessary to satisfy requisitions submitted to the Trustee by the Company from time to time pursuant to Section 5.03(a) of the Community Facilities District with respect to (a) Indenture.
b. The Issuer will, on the offering of Initial Closing Date, deliver the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District with respect to the offering contemplated hereby, except the obligations expressly set forth in this Purchase Agreement or otherwise imposed by law, (iv) the Underwriter has financial interests that differ from those of the Community Facilities District and (v) the Community Facilities District has consulted with its own legal, financial and other advisors to the extent it has deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged Xxxxxxxx, Xxxxxx & Associates, Inc., as its municipal advisor (the “Municipal Advisor”) (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of the Municipal Advisor with respect to the Bonds.
B. Pursuant to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated , 2024, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement between the Community Facilities District and the Trustee, executed in connection with the Bonds (the “Continuing Disclosure Agreement”), the Escrow Agreement, dated as of June 1, 2024 with regard to the Series 2012 Bonds (the “Escrow Agreement”), between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.
C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure Agreement, in the form attached of one (1) fully registered bond to the Official Statement Trustee who will hold the Bonds as Appendix D, to provide annual reports and notices of certain enumerated eventsagent for the Purchaser. A description of this undertaking is The Bonds will be in the form set forth in the Preliminary Official Statement Indenture and will also contain a grid on which the Trustee will evidence each purchase of the principal amount of the Bonds from time to time. Each purchase of the principal amount of the Bonds will be set forth made to or for the account of the Purchaser against payment of the purchase price therefor by check or wire payable in the Official Statement.
D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver immediately available funds to the Underwriterorder of the Trustee, at the offices of Bond Counsel in Newport Beachor prior to 12:00 noon, CaliforniaMississippi time, or at such other location places, times and dates as may shall be mutually agreed upon by the Underwriter Issuer and the Community Facilities DistrictPurchaser (each, the documents hereinafter mentioned; and the Community Facilities District will deliver to the Underwriter through the facilities of The Depository Trust Company (“DTC”), the Bonds, in definitive form (all Bonds bearing CUSIP numbers), duly executed by the Community Facilities District and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California time, on , 2024 (the “a "Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “Closing”"). The Bonds shall will be dated as of the date of the Initial Closing Date, will be delivered in fully registered book-entry form (which may be typewritten) in such amounts as the Purchaser shall request, and shall will be registered in the name of Cede & Co.the Purchaser. The Bonds may be in printed, engraved, typewritten or photocopied form and each such form shall constitute "definitive form."
c. The Bonds shall bear interest at the rates, mature on the date and have such other terms as described in the Indenture.
d. In connection with the purchase, sale and delivery of the Bonds and except as hereinafter provided in paragraph (e) of this Section 6, the Purchaser represents and warrants to the Issuer and the Company as follows:
(i) The Purchaser has sufficient knowledge and experience in financial and business matters generally, including purchase and ownership of municipal obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the above-stated principal amount of the Bonds, and the Purchaser is able to bear such risks, including without limitation, the risk of loss of such investment;
(ii) No offering statement, prospectus or offering circular containing information with respect to the Issuer, the Bonds, the Project or the Company has been or will be prepared and that the Purchaser has made its own inquiry and analysis with respect to the Bonds and the security therefor, the Project, the Company and its subsidiaries and other material factors affecting the security and payment of the Bonds;
(iii) The Purchaser has either been supplied with or has had access to all information, including financial statements and other financial information of the Company and its subsidiaries, to which a reasonable investor would attach significance in making investment decisions, and has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Company and its subsidiaries, the Project, the Bonds and the security therefor, so that as a reasonable investor the Purchaser has been able to make its decision to purchase the above-stated principal amount of the Bonds;
(iv) The Bonds (i) are not being registered under the Securities Act of 1933 and are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (ii) will not be listed on any stock or other securities exchange, (iii) will carry no rating from any rating service, and (iv) will not be readily marketable; and
(v) The Purchaser is purchasing the Bonds for its own account for investing and with no present intention of distributing or reselling the Bonds or any part thereof, but subject, nevertheless, to the disposition of the Bonds being at all times within the control of the Purchaser. Xxxxxxxxx agrees that the Bonds will not be sold in contravention of the Securities Act of 1934, as nominee amended, or in contravention of DTCthe securities laws of any state. Notwithstanding the above, the Purchaser will pledge the Bonds to the Senior Notes Trustee to secure amounts the Senior Notes.
e. To the extent that all of the Bonds are not issued and purchased by the Purchaser on or before the Term Note Date, any of the Bonds not so issued and purchased shall not thereafter be issued.
Appears in 1 contract
Samples: Bond Purchase Contract (Premier Finance Biloxi Corp)
Purchase, Sale and Delivery of the Bonds. Subject On the basis of the representations, warranties and covenants of the Issuer and the Company contained herein, and subject to the terms and conditions and in reliance upon herein set forth, at the representationsClosing Time, warranties and agreements set forth as defined herein: (i) , the Underwriter hereby agrees to purchase from the Community Facilities District Issuer and the Community Facilities District hereby Issuer agrees to sell to the Underwriter all (but not less than all) of the $ aggregate principal amount of the Community Facilities District No. 04-2 (Lake Hills Crest) of the County of Riverside Special Tax Refunding Bonds, Series 2024 (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ (being 100at 98.5% of the aggregate principal amount thereof, plus an original issue premium of $ and less an Underwriter’s discount of $ ). As an accommodation to the Community Facilities District, on the Closing Date, the Underwriter will remit, from the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 2 hereof, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices. The Bonds shall be substantially in the form described in, shall be issued under and secured under the provisions of, and shall be payable from the Net Special Tax Revenues and subject to redemption as provided in the Indenture, . The Bonds will be payable (except to the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. extent payable from proceeds of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance sale of the Bonds has been duly authorized by and the Board of Supervisors earnings from the temporary investment thereof) solely out of the County payments received under the Agreement (including moneys paid under the Letter of Riverside (the “County”Credit), as the legislative body for the Community Facilities District, pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on , 2024. The proceeds of the Bonds, together with certain existing funds of the Community Facilities District, will be used to (i) defease all of the Community Facilities District’s outstanding Special Tax Bonds, Series 2012 (the “Series 2012 Bonds”), (ii) fund the Reserve Fund in an amount equal to the Reserve Requirement, (iii) purchase a municipal bond insurance policy (the “Insurance Policy”) issued by (the “Insurer”), and (iv) pay costs of issuance of the Bonds. The Bonds shall be substantially in further secured by the form described inLetter of Credit. The Bonds shall mature on March 1, 2005, shall be issued and secured under the provisions ofbear interest at a variable interest rate (subject to conversion to a fixed interest rate), and shall be payable from special taxes as provided in the Indenture (the “Special Taxes”).
A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respect. The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up provide a put option to the consummation of such transactionowners thereof and be subject to redemption, the Underwriter is and has been acting solely all as principal and not as the agent or fiduciary of the Community Facilities District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Community Facilities District with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District with respect to the offering contemplated hereby, except the obligations expressly set forth in this Purchase Agreement or otherwise imposed by law, (iv) the Underwriter has financial interests that differ from those of the Community Facilities District and (v) the Community Facilities District has consulted with its own legal, financial and other advisors to the extent it has deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged Xxxxxxxx, Xxxxxx & Associates, Inc., as its municipal advisor (the “Municipal Advisor”) (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of the Municipal Advisor with respect to the Bonds.
B. Pursuant to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated , 2024, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement between the Community Facilities District and the Trustee, executed in connection with the Bonds (the “Continuing Disclosure Agreement”), the Escrow Agreement, dated as of June 1, 2024 with regard to the Series 2012 Bonds (the “Escrow Agreement”), between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.
C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure Agreement, in the form attached to the Official Statement as Appendix D, to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also Indenture. Payment for the Bonds shall be set forth made in the Official Statement.
D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver immediately available funds by federal wire transfer or by certified or official bank check or draft payable to the Underwriterorder of the Trustee for the account of the Issuer, at the offices of Bond Counsel in Newport Beachsuch place, California, or at such other location time and date as may shall be mutually agreed upon by the Underwriter Issuer and the Community Facilities District, the documents hereinafter mentioned; and the Community Facilities District will deliver to the Underwriter through the facilities Underwriter. The date of The Depository Trust Company (“DTC”), the Bonds, in definitive form (all Bonds bearing CUSIP numbers), duly executed by the Community Facilities District and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California time, on , 2024 (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being is herein referred called the "Closing Date," and the hour and date of such delivery and payment is herein called the "Closing Time." The delivery of the Bonds shall be made in definitive form and issued to and registered in the name of the Underwriter, except to the extent that the Underwriter may request the delivery of certain of the Bonds registered as to other persons, and in such denominations as authorized by the Indenture as the “Closing”)Underwriter shall specify in writing at least 24 hours prior to the Closing Time. The Bonds shall be in fully registered book-entry form (which may be typewritten) available for examination and shall be registered in packaging by the name of Cede & Co., as nominee of DTCUnderwriter at least 24 hours prior to the Closing Time.
Appears in 1 contract
Samples: Bond Purchase Agreement (Sterigenics International)
Purchase, Sale and Delivery of the Bonds. Subject On the basis of the representations, warranties and covenants of the Issuer and the Company contained herein, and subject to the terms and conditions and in reliance upon herein set forth, at the representationsClosing Time, warranties and agreements set forth as defined herein: (i) , the Underwriter hereby agrees to purchase from the Community Facilities District Issuer and the Community Facilities District hereby Issuer agrees to sell to the Underwriter all (but not less than all) of the $ aggregate principal amount of the Community Facilities District No. 04-2 (Lake Hills Crest) of the County of Riverside Special Tax Refunding Bonds, Series 2024 (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ (being 100at 98.5% of the aggregate principal amount thereof, plus an original issue premium of $ and less an Underwriter’s discount of $ ). As an accommodation to the Community Facilities District, on the Closing Date, the Underwriter will remit, from the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 2 hereof, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices. The Bonds shall be substantially in the form described in, shall be issued under and secured under the provisions of, and shall be payable from the Net Special Tax Revenues and subject to redemption as provided in the Indenture, . The Bonds will be payable (except to the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. extent payable from proceeds of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance sale of the Bonds has been duly authorized by and the Board of Supervisors earnings from the temporary investment thereof) solely out of the County payments received under the Agreement (including moneys paid under the Letter of Riverside (the “County”Credit), as the legislative body for the Community Facilities District, pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on , 2024. The proceeds of the Bonds, together with certain existing funds of the Community Facilities District, will be used to (i) defease all of the Community Facilities District’s outstanding Special Tax Bonds, Series 2012 (the “Series 2012 Bonds”), (ii) fund the Reserve Fund in an amount equal to the Reserve Requirement, (iii) purchase a municipal bond insurance policy (the “Insurance Policy”) issued by (the “Insurer”), and (iv) pay costs of issuance of the Bonds. The Bonds shall be substantially in further secured by the form described inLetter of Credit. The Bonds shall mature on December 1, 2004, shall be issued and secured under the provisions ofbear interest at a variable interest rate (subject to conversion to a fixed interest rate), and shall be payable from special taxes as provided in the Indenture (the “Special Taxes”).
A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respect. The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up provide a tender option to the consummation of such transaction, the Underwriter is owners thereof and has been acting solely be subject to redemption as principal and not as the agent or fiduciary of the Community Facilities District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Community Facilities District with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District with respect to the offering contemplated hereby, except the obligations expressly set forth in this Purchase Agreement or otherwise imposed by law, (iv) the Underwriter has financial interests that differ from those of the Community Facilities District and (v) the Community Facilities District has consulted with its own legal, financial and other advisors to the extent it has deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged Xxxxxxxx, Xxxxxx & Associates, Inc., as its municipal advisor (the “Municipal Advisor”) (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of the Municipal Advisor with respect to the Bonds.
B. Pursuant to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated , 2024, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement between the Community Facilities District and the Trustee, executed in connection with the Bonds (the “Continuing Disclosure Agreement”), the Escrow Agreement, dated as of June 1, 2024 with regard to the Series 2012 Bonds (the “Escrow Agreement”), between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.
C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure Agreement, in the form attached to the Official Statement as Appendix D, to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also Indenture. Payment for the Bonds shall be set forth made in the Official Statement.
D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver immediately available funds by federal wire transfer or certified or official bank check or draft payable to the Underwriterorder of the Trustee for the account of the Issuer, at the offices of Bond Counsel in Newport Beachsuch place, California, or at such other location time and date as may shall be mutually agreed upon by the Underwriter Issuer and the Community Facilities District, the documents hereinafter mentioned; and the Community Facilities District will deliver to the Underwriter through the facilities Underwriter. The date of The Depository Trust Company (“DTC”), the Bonds, in definitive form (all Bonds bearing CUSIP numbers), duly executed by the Community Facilities District and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California time, on , 2024 (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being is herein referred called the "Closing Date," and the hour and date of such delivery and payment is herein called the "Closing Time." The delivery of the Bonds shall be made in definitive form and issued to and registered in the name of the Underwriter, except to the extent that the Underwriter may request the delivery of certain of the Bonds registered as to other persons, and in such denominations (of $100,000 or any multiple thereof) as the “Closing”)Underwriter shall specify in writing at least 24 hours prior to the Closing Time. The Bonds shall be in fully registered book-entry form (which may be typewritten) available for examination and shall be registered in packaging by the name of Cede & Co., as nominee of DTCUnderwriter at a reasonable time prior to the Closing Time.
Appears in 1 contract
Samples: Bond Purchase Agreement (Sterigenics International)
Purchase, Sale and Delivery of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein: (i) the Underwriter hereby agrees to purchase from the Community Facilities District and the Community Facilities District hereby agrees to sell to the Underwriter all (but not less than all) of the $ aggregate principal amount of the City of Beaumont Community Facilities District No. 042019-2 (Lake Hills Crest) of the County of Riverside 1 2020 Special Tax Refunding Bonds, Series 2024 Bonds (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ (being 100% of the aggregate principal amount thereof, plus an original issue premium of $ and less an Underwriter’s discount of $ ). As an accommodation to the Community Facilities District, on the Closing Date, the Underwriter will remit, from the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 2 hereofBonds, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Special Tax Revenues and subject to redemption Taxes as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the Board of Supervisors City Council of the County City of Riverside Beaumont (the “CountyCity”), as the legislative body for the Community Facilities District, District pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on , 20242020. The proceeds of the Bonds, together Bonds will be used to: (a) pay the cost and expense of the acquisition and construction of certain public facilities in connection with certain existing funds the development of the Community Facilities District, will be used to ; (i) defease all of the Community Facilities District’s outstanding Special Tax Bonds, Series 2012 (the “Series 2012 Bonds”), (iib) fund a reserve account securing the Reserve Fund in an amount equal to the Reserve Requirement, (iii) purchase a municipal bond insurance policy (the “Insurance Policy”) issued by (the “Insurer”), Bonds; and (ivc) pay costs of issuance of the Bonds. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from special taxes pledged thereto as provided in the Indenture (the “Special Taxes”)Indenture.
A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respect. The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and not as the agent or fiduciary of the Community Facilities District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Community Facilities District with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District with respect to the offering contemplated hereby, except the obligations expressly set forth in this Purchase Agreement or otherwise imposed by law, (iv) the Underwriter has financial interests that differ from those of the Community Facilities District and (v) the Community Facilities District has consulted with its their own legal, financial and other advisors to the extent it has they have deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged XxxxxxxxUrban Futures, Xxxxxx & Associates, Inc., as its municipal advisor Inc. (the “Municipal Advisor”) as its municipal advisor (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of the Municipal Advisor with respect to the Bonds.
B. Pursuant X. Xxxxxxxx to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated , 20242020, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLPXxxxx, a Professional Corporation, Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLPXxxxx, a Professional Corporation, Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement between Certificate executed by the Community Facilities District and the Trustee, executed in connection with the Bonds (the “Continuing Disclosure Agreement”), the Escrow Agreement, dated as of June 1, 2024 with regard to the Series 2012 Bonds (the “Escrow Agreement”), between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow AgentCertificate”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.
C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure AgreementCertificate, in the form attached to the Official Statement as Appendix Dan appendix, to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.
D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver to the Underwriter, at the offices of Bond Counsel in Newport Beach, California, or at such other location as may be mutually agreed upon by the Underwriter and the Community Facilities District, the documents hereinafter mentioned; and the Community Facilities District will deliver to the Underwriter through the facilities of The Depository Trust Company (“DTC”), the Bonds, in definitive form (all Bonds bearing CUSIP numbers), duly executed by the Community Facilities District and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California time, on , 2024 2020 (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “Closing”). The Bonds shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC.
Appears in 1 contract
Samples: Bond Purchase Agreement
Purchase, Sale and Delivery of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein: (i) the Underwriter hereby agrees to purchase from the Community Facilities District City and the Community Facilities District City hereby agrees to sell to the Underwriter all (but not less than all) of the $ aggregate principal amount of the City of Saratoga, California Community Facilities District No. 042016-2 1 (Lake Hills CrestArrowhead Project) of the County of Riverside Special Tax Refunding Bonds, Series 2024 2018 (Taxable) (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ (being 100% of the aggregate principal amount thereof, [plus an net original issue premium of $ and ], less an Underwriter’s discount of $ ). As an accommodation to the Community Facilities District, on the Closing Date, the Underwriter will remit, from the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Underwriter agrees to make a bona fide initial public offering of all of the Bonds initially in compliance with federal and state securities laws, at a price not in excess of the public initial offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing offering of the Bonds subject to Section 2 hereofBonds, without any requirement of prior notice, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Special Tax Revenues and subject to redemption certain other amounts as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxxx- Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California) California (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the Board of Supervisors of the County of Riverside (the “County”), as the legislative body for the Community Facilities District, City pursuant to a resolution (the “Community Facilities District Resolution of IssuanceResolution”) ), adopted by its City Council (the “City Council”), on [October 17], 20242018). The proceeds of the Bonds shall be used to: (i) finance certain water infrastructure improvements; (ii) fund a reserve fund for the Bonds, together with ; (iii) pay certain existing funds administrative expenses of the Community Facilities District, will be used to (i) defease all of the Community Facilities District’s outstanding Special Tax Bonds, Series 2012 (the “Series 2012 Bonds”), (ii) fund the Reserve Fund in an amount equal to the Reserve Requirement, (iii) purchase a municipal bond insurance policy (the “Insurance Policy”) issued by (the “Insurer”), ; and (iv) pay the costs of issuance of issuing the Bonds. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from special taxes as provided in the Indenture (the “Special Taxes”).
A. The Community Facilities District City hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, City and the Community Facilities District City shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District City herein is incorrect in any material respect. The Community Facilities District City acknowledges and agrees that that: (i) the purchase and sale primary role of the Bonds pursuant Underwriter, as an underwriter, is to this Purchase Agreement is purchase securities for resale to investors in an arm’s-length commercial transaction between the Community Facilities District City and the Underwriter, (ii) in connection therewith Underwriter and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and not as the agent or fiduciary of the Community Facilities District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Community Facilities District with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District with respect to the offering contemplated hereby, except the obligations expressly set forth in this Purchase Agreement or otherwise imposed by law, (iv) that the Underwriter has financial and other interests that differ from those of the Community Facilities District City and (v) the Community Facilities District District; (ii) the Underwriter is not acting as a municipal advisor, financial advisor or fiduciary to the City, or any other person or entity and has not assumed any advisory or fiduciary responsibility to the City with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City on other matters); (iii) the only obligations the Underwriter has to the City with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, except as otherwise provided by applicable rules and regulations of the Securities and Exchange Commission or the rules of the Municipal Securities Rulemaking Board (the “MSRB”); and (iv) the City has consulted with its own legal, accounting, tax, financial and other advisors advisors, as applicable, to the extent it has deemed appropriate in connection with this transactionthe transaction contemplated herein. The Community Facilities District City acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District MSRB and acknowledges and represents that it has engaged Xxxxxxxx, Xxxxxx & Associates, Public Financial Management Inc., as its municipal advisor (the “Municipal Advisor”) (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the Public Financial Management Inc. for financial advice of the Municipal Advisor with respect to the Bonds.
B. Pursuant X. Xxxxxxxx to the authorization of the Community Facilities DistrictCity, the Underwriter has distributed copies of the Preliminary Official Statement dated , 20242018, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District City hereby consents to and ratifies the use and distribution by the Underwriter of the Preliminary Official Statement, and the Community Facilities District City agrees to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxx Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx Xxxx LLP, Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, and Disclosure Counsel (herein called “Disclosure Bond Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth hereinin Section 2(T) hereof. The Community Facilities District City hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District City further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement between the Community Facilities District and the Trustee, executed in connection with the Bonds (the “Continuing Disclosure Agreement”), the Escrow Agreement, dated as of June 1, 2024 with regard to the Series 2012 Bonds (the “Escrow Agreement”), between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District City to the Underwriter in connection with the transactions contemplated by this Purchase Agreement. The Preliminary Official Statement and/or the Official Statement may be delivered and printed in a “designated electronic format” as defined in the MSRB’s Rule G-32 and as may be agreed to by the City and the Underwriter. The City confirms that it does not object to distribution of the Preliminary Official Statement or the Official Statement in electronic form.
C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District City will undertake pursuant to the Continuing Disclosure AgreementCertificate, in the form attached to the Official Statement as Appendix D(the “Continuing Disclosure Certificate”), to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.
D. Except as the Underwriter and the Community Facilities District City may otherwise agree, the Community Facilities District City will deliver to the Underwriter, at the offices of Bond Counsel in Newport BeachSan Francisco, California, or at such other location as may be mutually agreed upon by the Underwriter and the Community Facilities DistrictCity, the documents hereinafter mentioned; and the Community Facilities District City will deliver to the Underwriter through the facilities of The Depository Trust Company Company’s (“DTC”)) FAST delivery system, the Bonds, in definitive form (all Bonds bearing CUSIP numbersCUSIP® numbers provided by the Underwriter), duly executed by the Community Facilities District City and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California time, on , 2024 2018 (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “Closing”). The Bonds shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC, which will act as securities depository for the Bonds, and the specimen Bonds will be made available for checking by the Underwriter not less than 5 days prior to the Closing.
Appears in 1 contract
Samples: Bond Purchase Agreement
Purchase, Sale and Delivery of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein: (i) , the Underwriter hereby agrees to purchase from the Community Facilities District and the Community Facilities District hereby agrees to sell to the Underwriter all (but not less than all) of the $ $[PAR] aggregate principal amount of the Community Facilities District No. 042020-2 (Lake Hills Crest) of the County City of Riverside Escondido (The Villages) Special Tax Refunding Bonds, Series 2024 2022 (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ (being 100% of the aggregate principal amount thereof, plus an original issue premium of $ and less an Underwriter’s discount of $ ). As an accommodation to the Community Facilities District, on the Closing Date, the Underwriter will remit, from the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 2 4 hereof, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may will be offered and sold to certain dealers at prices lower than such initial offering prices. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Special Tax Revenues and subject to redemption Taxes as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the Board of Supervisors City Council of the County City of Riverside Escondido (the “CountyCity”), as the legislative body for the Community Facilities District, pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on June 15, 20242022. The net proceeds of the Bonds, together with certain existing funds of the Community Facilities District, Bonds will be used to (i) defease all finance certain public improvements needed with respect to the development of property located within the Community Facilities District’s outstanding Special Tax Bonds, Series 2012 (including public improvements to be owned by the “Series 2012 Bonds”)City and water and sewer facilities to be owned and operated by the Xxxxxx Del Diablo Municipal Water District, (ii) fund the Reserve Fund in an amount equal a reserve account with respect to the Reserve RequirementBonds, and (iii) purchase a municipal bond insurance policy (pay the “Insurance Policy”) issued by (the “Insurer”), and (iv) pay costs of issuance of with respect to the Bonds. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from special taxes as provided in the Indenture (the “Special Taxes”).
A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respect. The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as the agent or fiduciary of of, or a municipal or financial advisor of, the Community Facilities District, (iii) the Underwriter District and has not assumed an any advisory or fiduciary responsibility in favor of the Community Facilities District with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District with respect to the offering transaction contemplated herebyhereby and the discussions, except undertakings and procedures leading thereto (irrespective of whether the obligations expressly set forth in this Purchase Agreement Underwriter has provided or otherwise imposed by lawis currently providing other services to the Community Facilities District on other matters), (iv) the Underwriter has financial interests that differ from those of the Community Facilities District, (v) the only obligations the Underwriter has to the Community Facilities District with respect to the transaction contemplated hereby are expressly set forth in this Purchase Agreement, except as otherwise provided by applicable rules and regulations of the Securities and Exchange Commission or the rules of the MSRB (as defined below) or other law, and (vvi) the Community Facilities District has consulted with its own legal, financial financial, accounting, tax, and other advisors to the extent it has they have deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged Xxxxxxxx, Xxxxxx & Associates, Inc., CSG Advisors Incorporated as its municipal advisor (the “Municipal Advisor”) (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of the Municipal Advisor CSG Advisors Incorporated with respect to the Bonds.
B. Pursuant X. Xxxxxxxx to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated , 2024[POS Date], relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLPXxxxx, a Professional Corporation, Disclosure Counsel, as Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLPXxxxx, a Professional Corporation, as Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement between Certificate executed by the Community Facilities District and the Trustee, executed in connection with the Bonds (the “Continuing Disclosure Agreement”), the Escrow Agreement, dated as of June 1, 2024 with regard to the Series 2012 Bonds (the “Escrow Agreement”), between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow AgentCertificate”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.
C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure AgreementCertificate, in the form attached as an appendix to the Official Statement as Appendix DStatement, to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.
D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver to the Underwriter, at the offices of Bond Counsel in Newport Beach, California, or at such other location as may be mutually agreed upon by the Underwriter and the Community Facilities District, the documents hereinafter mentioned; and the Community Facilities District will deliver to the Underwriter through the facilities of The Depository Trust Company (“DTC”), the Bonds, in definitive form (all Bonds bearing CUSIP numbers), duly executed by the Community Facilities District and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California time, on , 2024 [Closing Date] (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “Closing”). The Bonds shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC.
Appears in 1 contract
Samples: Bond Purchase Agreement
Purchase, Sale and Delivery of the Bonds. Subject On the basis of, and reliance upon, the representations and agreements of the Issuer contained herein, and in the other documents and agreements referred to herein and subject to the terms and conditions and in reliance upon herein set forth, at the representations, warranties and agreements set forth herein: (i) Closing Time the Underwriter hereby Purchaser agrees to purchase from the Community Facilities District Issuer and the Community Facilities District hereby Issuer agrees to sell to the Underwriter all (but not less than all) Purchaser the Bonds at 100% of the $ aggregate par principal amount of the Community Facilities District No. 04-2 (Lake Hills Crest) of the County of Riverside Special Tax Refunding Bonds, Series 2024 (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A heretothereof. The purchase price of the Bonds shall be payable by transfer to the Issuer of absolute ownership of the real and/or personal property listed in Exhibit A attached (the “Leased Property”), free and clear of all encumbrances other than the terms of the Lease, by Deed and/or Xxxx of Sale warranting title thereto, and all provisions of the Bond Documents concerning the receipt, transfer, deposit, use, payment, expenditure or any similar action that would apply if the purchase price were paid in cash shall be construed accordingly. Notwithstanding the transfer of the Leased Property to the Issuer, the Issuer and the Purchaser intend that the Purchaser shall continue to be the owner of the Leased Property for federal and state income tax purposes. The Bonds shall be issued under and secured as provided in the Ordinance and the Indenture and the Bonds shall be in the amount and shall mature and bear interest at the rate and be subject to the redemption as set forth in the Indenture. Proceeds of the Bonds shall be expended to pay, or reimburse the Purchaser for payment of, costs of the Leased Property as provided in the Indenture and the Lease. Payment for the Bonds shall be $ (being 100% made by delivering the Deed and/or Xxxx of Sale heretofore referred to the Trustee for the account of the aggregate principal amount thereofIssuer, plus an original issue premium at its corporate trust office in Kansas City, Kansas, by 10:00 a.m., Central Time on December 18, 2006, or at such other place or on such other date and at such hour on such other date as the Issuer and the Purchaser shall mutually agree. The date of $ such delivery and less an Underwriter’s discount of $ ). As an accommodation to payment is herein called the Community Facilities District, on the “Closing Date, ,” and the Underwriter will remit, from time and date of such delivery and payment is herein called the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 2 hereof, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices“Closing Time”. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Special Tax Revenues and subject to redemption as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized available for examination by the Board of Supervisors of the County of Riverside (the “County”), as the legislative body for the Community Facilities District, pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on , 2024. The proceeds of the Bonds, together with certain existing funds of the Community Facilities District, will be used to (i) defease all of the Community Facilities District’s outstanding Special Tax Bonds, Series 2012 (the “Series 2012 Bonds”), (ii) fund the Reserve Fund in an amount equal Purchaser at least 24 hours prior to the Reserve Requirement, (iii) purchase a municipal bond insurance policy (the “Insurance Policy”) issued by (the “Insurer”), and (iv) pay costs of issuance of the Bonds. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from special taxes as provided in the Indenture (the “Special Taxes”)Closing Time.
A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respect. The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and not as the agent or fiduciary of the Community Facilities District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Community Facilities District with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District with respect to the offering contemplated hereby, except the obligations expressly set forth in this Purchase Agreement or otherwise imposed by law, (iv) the Underwriter has financial interests that differ from those of the Community Facilities District and (v) the Community Facilities District has consulted with its own legal, financial and other advisors to the extent it has deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged Xxxxxxxx, Xxxxxx & Associates, Inc., as its municipal advisor (the “Municipal Advisor”) (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of the Municipal Advisor with respect to the Bonds.
B. Pursuant to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated , 2024, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement between the Community Facilities District and the Trustee, executed in connection with the Bonds (the “Continuing Disclosure Agreement”), the Escrow Agreement, dated as of June 1, 2024 with regard to the Series 2012 Bonds (the “Escrow Agreement”), between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.
C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure Agreement, in the form attached to the Official Statement as Appendix D, to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.
D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver to the Underwriter, at the offices of Bond Counsel in Newport Beach, California, or at such other location as may be mutually agreed upon by the Underwriter and the Community Facilities District, the documents hereinafter mentioned; and the Community Facilities District will deliver to the Underwriter through the facilities of The Depository Trust Company (“DTC”), the Bonds, in definitive form (all Bonds bearing CUSIP numbers), duly executed by the Community Facilities District and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California time, on , 2024 (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “Closing”). The Bonds shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC.
Appears in 1 contract
Samples: Bond Purchase Agreement (CHS Inc)
Purchase, Sale and Delivery of the Bonds. Subject The Transferor hereby agrees, subject to the terms and conditions and hereof, to sell or cause the Trust to sell, the Bonds specified in reliance the Pricing Agreement to the Underwriters, who, upon the representationsbasis of the representations and warranties herein contained, warranties but subject to the conditions hereinafter stated, hereby agree, severally and agreements set forth herein: (i) the Underwriter hereby agrees not jointly, to purchase from the Community Facilities District and the Community Facilities District hereby agrees to sell to the Underwriter all (but not less than all) of the $ entire aggregate principal amount of the Community Facilities District No. 04-2 (Lake Hills Crest) of the County of Riverside Special Tax Refunding Bonds, Series 2024 (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and Bonds in the principal amounts set forth in Exhibit A heretoSchedule I to such Pricing Agreement. The purchase price for At the Bonds shall be $ (being 100% of the aggregate principal amount thereof, plus an original issue premium of $ and less an Underwriter’s discount of $ ). As an accommodation to the Community Facilities District, on the Closing Date, the Underwriter will remit, from the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 2 hereof, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Special Tax Revenues and subject to redemption as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the Board of Supervisors of the County of Riverside (the “County”), as the legislative body for the Community Facilities District, pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on , 2024. The proceeds of the Bonds, together with certain existing funds of the Community Facilities District, will be used to (i) defease all of the Community Facilities District’s outstanding Special Tax Bonds, Series 2012 (the “Series 2012 Bonds”), (ii) fund the Reserve Fund in an amount equal to the Reserve Requirement, (iii) purchase a municipal bond insurance policy (the “Insurance Policy”) issued by (the “Insurer”), and (iv) pay costs time of issuance of the Bonds, the Mortgage Loans will be conveyed by the Transferor to the Trust pursuant to the Mortgage Loan Contribution Agreement. ACC will be obligated, under the Servicing Agreement, to service the Mortgage Loans either directly or through subservicers. The Bonds to be purchased by the Underwriters will be delivered to the Underwriters (which delivery shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from special taxes as provided in the Indenture (the “Special Taxes”).
A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respect. The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and not as the agent or fiduciary of the Community Facilities District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Community Facilities District with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District with respect to the offering contemplated hereby, except the obligations expressly set forth in this Purchase Agreement or otherwise imposed by law, (iv) the Underwriter has financial interests that differ from those of the Community Facilities District and (v) the Community Facilities District has consulted with its own legal, financial and other advisors to the extent it has deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged Xxxxxxxx, Xxxxxx & Associates, Inc., as its municipal advisor (the “Municipal Advisor”) (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of the Municipal Advisor with respect to the Bonds.
B. Pursuant to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated , 2024, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement between the Community Facilities District and the Trustee, executed in connection with the Bonds (the “Continuing Disclosure Agreement”), the Escrow Agreement, dated as of June 1, 2024 with regard to the Series 2012 Bonds (the “Escrow Agreement”), between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.
C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure Agreement, in the form attached to the Official Statement as Appendix D, to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.
D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver to the Underwriter, at the offices of Bond Counsel in Newport Beach, California, or at such other location as may be mutually agreed upon by the Underwriter and the Community Facilities District, the documents hereinafter mentioned; and the Community Facilities District will deliver to the Underwriter through the facilities of The Depository Trust Company (“"DTC”)") or Cedel Bank, societe anonyme or the Euroclear System) against payment of the purchase price therefor, in an amount equal to the percentage of the aggregate original principal amount thereof as specified in the Pricing Agreement, plus interest accrued, if any, at the rate on the aggregate original principal amount thereof from the date specified in such Pricing Agreement to, but not including, the BondsClosing Date, in definitive form (all Bonds bearing CUSIP numbers)by a same day federal funds wire payable to the order of the Transferor. Settlement shall take place at the specified offices of [______________], duly executed by the Community Facilities District and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California [____], [New York City] time, on the date specified in the Pricing Agreement, 2024 (the “Closing Date”), or at such other place and the Underwriter will accept at such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds time thereafter (such delivery and payment time being herein referred to as the “Closing”"Closing Date"), in each case as the Underwriters and the Transferor shall determine. The Bonds shall will be prepared in fully registered book-entry definitive form (which and in such authorized denominations as the Underwriters may be typewritten) and shall be request, registered in the name of Cede & Co., as nominee of DTC. The Transferor agrees to have the Bonds available for inspection and review by the Underwriters in Los Angeles not later than [_______] [New York City] time on the business day prior to the Closing Date.
Appears in 1 contract
Samples: Underwriting Agreement (Aames Capital Acceptance Corp)
Purchase, Sale and Delivery of the Bonds. Subject The Transferor hereby agrees, subject to the terms and conditions and hereof, to sell or cause the Trust to sell, the Bonds specified in reliance the Pricing Agreement to the Underwriters, who, upon the representationsbasis of the representations and warranties herein contained, warranties but subject to the conditions hereinafter stated, hereby agree, severally and agreements set forth herein: (i) the Underwriter hereby agrees not jointly, to purchase from the Community Facilities District and the Community Facilities District hereby agrees to sell to the Underwriter all (but not less than all) of the $ entire aggregate principal amount of the Community Facilities District No. 04-2 (Lake Hills Crest) of the County of Riverside Special Tax Refunding Bonds, Series 2024 (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and Bonds in the principal amounts set forth in Exhibit A heretoSchedule I to such Pricing Agreement. The purchase price for At the Bonds shall be $ (being 100% of the aggregate principal amount thereof, plus an original issue premium of $ and less an Underwriter’s discount of $ ). As an accommodation to the Community Facilities District, on the Closing Date, the Underwriter will remit, from the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 2 hereof, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Special Tax Revenues and subject to redemption as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the Board of Supervisors of the County of Riverside (the “County”), as the legislative body for the Community Facilities District, pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on , 2024. The proceeds of the Bonds, together with certain existing funds of the Community Facilities District, will be used to (i) defease all of the Community Facilities District’s outstanding Special Tax Bonds, Series 2012 (the “Series 2012 Bonds”), (ii) fund the Reserve Fund in an amount equal to the Reserve Requirement, (iii) purchase a municipal bond insurance policy (the “Insurance Policy”) issued by (the “Insurer”), and (iv) pay costs time of issuance of the Bonds, the Mortgage Loans will be conveyed by the Transferor to the Trust pursuant to the Mortgage Loan Contribution Agreement. ACC will be obligated, under the Servicing Agreement, to service the Mortgage Loans either directly or through subservicers. The Bonds to be purchased by the Underwriters will be delivered to the Underwriters (which delivery shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from special taxes as provided in the Indenture (the “Special Taxes”).
A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respect. The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and not as the agent or fiduciary of the Community Facilities District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Community Facilities District with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District with respect to the offering contemplated hereby, except the obligations expressly set forth in this Purchase Agreement or otherwise imposed by law, (iv) the Underwriter has financial interests that differ from those of the Community Facilities District and (v) the Community Facilities District has consulted with its own legal, financial and other advisors to the extent it has deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged Xxxxxxxx, Xxxxxx & Associates, Inc., as its municipal advisor (the “Municipal Advisor”) (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of the Municipal Advisor with respect to the Bonds.
B. Pursuant to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated , 2024, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement between the Community Facilities District and the Trustee, executed in connection with the Bonds (the “Continuing Disclosure Agreement”), the Escrow Agreement, dated as of June 1, 2024 with regard to the Series 2012 Bonds (the “Escrow Agreement”), between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.
C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure Agreement, in the form attached to the Official Statement as Appendix D, to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.
D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver to the Underwriter, at the offices of Bond Counsel in Newport Beach, California, or at such other location as may be mutually agreed upon by the Underwriter and the Community Facilities District, the documents hereinafter mentioned; and the Community Facilities District will deliver to the Underwriter through the facilities of The Depository Trust Company (“"DTC”)") or Cedel Bank, societe anonyme or the Euroclear System) against payment of the purchase price therefor, in an amount equal to the percentage of the aggregate original principal amount thereof as specified in the Pricing Agreement, plus interest accrued, if any, at the rate on the aggregate original principal amount thereof from the date specified in such Pricing Agreement to, but not including, the BondsClosing Date, in definitive form (all Bonds bearing CUSIP numbers)by a same day federal funds wire payable to the order of the Transferor. Settlement shall take place at the specified offices of Andrxxx & Xurtx X.X.P., duly executed by the Community Facilities District and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California 10:00 a.m., New York City time, on the date specified in the Pricing Agreement, 2024 (the “Closing Date”), or at such other place and the Underwriter will accept at such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds time thereafter (such delivery and payment time being herein referred to as the “Closing”"Closing Date"), in each case as the Underwriters and the Transferor shall determine. The Bonds shall will be prepared in fully registered book-entry definitive form (which and in such authorized denominations as the Underwriters may be typewritten) and shall be request, registered in the name of Cede & Co., as nominee of DTC. The Transferor agrees to have the Bonds available for inspection and review by the Underwriters in Los Angeles not later than 11:00 a.m. New York City time on the business day prior to the Closing Date.
Appears in 1 contract
Samples: Underwriting Agreement (Aames Capital Acceptance Corp)
Purchase, Sale and Delivery of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein: (i) , the Underwriter hereby agrees to purchase from the Community Facilities District and the Community Facilities District hereby agrees to sell to the Underwriter all (but not less than all) of the $ $[PAR] aggregate principal amount of the Community Facilities District No. 042022-2 (Lake Hills Crest) 1 of the County City of Riverside Escondido (Eclipse/Mountain House) Special Tax Refunding Bonds, Series 2024 (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ (being 100% of the aggregate principal amount thereof, plus an original issue premium of $ and less an Underwriter’s discount of $ ). As an accommodation to the Community Facilities District, on the Closing Date, the Underwriter will remit, from the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 2 4 hereof, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may will be offered and sold to certain dealers at prices lower than such initial offering prices. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Special Tax Revenues Taxes and subject to redemption certain other funds pledged therefor as provided in in, the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of CaliforniaCalifornia (the “State”)) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the Board of Supervisors City Council of the County City of Riverside Escondido (the “CountyCity”), as the legislative body for the Community Facilities District, pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on April 10, 2024. The net proceeds of the Bonds, together with certain existing funds of the Community Facilities District, Bonds will be used to (i) defease all finance certain public improvements needed with respect to the development of property located within the Community Facilities District’s outstanding Special Tax Bonds, Series 2012 (including public improvements to be owned by the “Series 2012 Bonds”)City, (ii) fund a reserve account for the Reserve Fund in an amount equal to the Reserve RequirementBonds, and (iii) purchase a municipal bond insurance policy (pay the “Insurance Policy”) issued by (the “Insurer”), and (iv) pay costs of issuance of with respect to the Bonds. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from special taxes as provided in the Indenture (the “Special Taxes”).
A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respect. The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as the agent or fiduciary of of, or a municipal or financial advisor of, the Community Facilities District, (iii) the Underwriter District and has not assumed an any advisory or fiduciary responsibility in favor of the Community Facilities District with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District with respect to the offering transaction contemplated herebyhereby and the discussions, except undertakings and procedures leading thereto (irrespective of whether the obligations expressly set forth in this Purchase Agreement Underwriter has provided or otherwise imposed by lawis currently providing other services to the Community Facilities District on other matters), (iv) the Underwriter has financial interests that differ from those of the Community Facilities District, (v) the only obligations the Underwriter has to the Community Facilities District with respect to the transaction contemplated hereby are expressly set forth in this Purchase Agreement, except as otherwise provided by applicable rules and regulations of the Securities and Exchange Commission or the rules of the MSRB (as defined below) or other law, and (vvi) the Community Facilities District has consulted with its own legal, financial financial, accounting, tax, and other advisors to the extent it has they have deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged Xxxxxxxx, Xxxxxx & Associates, Inc., as its municipal advisor CSG Advisors Incorporated (the “Municipal Advisor”) as its municipal advisor (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of the Municipal Advisor with respect to the Bonds.
B. Pursuant to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated , 2024[POS Date], relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, as Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, and as Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement between Certificate executed by the Community Facilities District and the Trustee, executed in connection with the Bonds (the “Continuing Disclosure Agreement”), the Escrow Agreement, dated as of June 1, 2024 with regard to the Series 2012 Bonds (the “Escrow Agreement”), between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow AgentCertificate”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement. This Purchase Agreement, the Indenture, the Bonds, and the Continuing Disclosure Certificate are collectively referred to herein as the “Community Facilities District Documents.”
C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure AgreementCertificate, in the form attached as Appendix G to the Official Statement as Appendix DStatement, to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.
D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver to the Underwriter, at the offices of Bond Counsel in Newport Beach, California, or at such other location as may be mutually agreed upon by the Underwriter and the Community Facilities District, the documents hereinafter mentioned; and the Community Facilities District will deliver to the Underwriter through the facilities of The Depository Trust Company (“DTC”), the Bonds, in definitive form (all Bonds bearing CUSIP numbers), duly executed by the Community Facilities District and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 8:30 a.m. California time, on , 2024 [Closing Date] (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “Closing”). The Bonds shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC.
Appears in 1 contract
Samples: Bond Purchase Agreement
Purchase, Sale and Delivery of the Bonds. Subject On the basis of the representations and covenants contained herein and in the other agreements referred to herein, and subject to the terms and conditions and in reliance upon herein set forth, at the representations, warranties and agreements set forth herein: (i) Closing Time the Underwriter hereby agrees Underwriters agree to purchase from the Community Facilities District you and the Community Facilities District hereby agrees you agree to sell to the Underwriter Underwriters all (but not less than all) of the $ aggregate principal amount of Bonds at the Community Facilities District Nopurchase price set forth on Exhibit B attached hereto. 04-2 (Lake Hills Crest) of The Bonds shall be issued under and secured as described in the County of Riverside Special Tax Refunding Bonds, Series 2024 (Bond Resolution and the “Bonds”), dated the Closing Date (as hereinafter defined), bearing Official Statement. The Bonds shall bear interest at the rates per annum and maturing on the dates and mature in the principal amounts as set forth in on Exhibit A B attached hereto. The purchase price for the Bonds shall be $ (being 100% of the aggregate principal amount thereof, plus an original issue premium of $ and less an Underwriter’s discount of $ ). As an accommodation to the Community Facilities District, on the Closing Date, the Underwriter will remit, from the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Underwriter agrees Underwriters agree to make a bona fide public offering of all of the Bonds initially at the initial offering price or prices which do not exceed (or at public offering prices (or yieldsyields which are not less than) those set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offeringOfficial Statement; provided, however, that the Underwriter reserves Underwriters reserve the right to make concessions to dealers (including dealers depositing the Bonds into investment trusts) and to change the public such initial offering price or prices (or yields) as it deems the Underwriters shall deem necessary in connection with the marketing of the Bonds subject to Section 2 hereof, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Special Tax Revenues and subject to redemption as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the Board of Supervisors of the County of Riverside (the “County”), as the legislative body for the Community Facilities District, pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on , 2024. The proceeds of the Bonds, together with certain existing funds of the Community Facilities District, will be used to (i) defease all of the Community Facilities District’s outstanding Special Tax Bonds, Series 2012 (the “Series 2012 Bonds”), (ii) fund the Reserve Fund in an amount equal to the Reserve Requirement, (iii) purchase a municipal bond insurance policy (the “Insurance Policy”) issued by (the “Insurer”), and (iv) pay costs of issuance of the Bonds. The Bonds shall be substantially in Underwriters have duly designated the form described in, shall be issued and secured Representative to act as their representative under the provisions of, and shall be payable from special taxes as provided in the Indenture (the “Special Taxes”).
A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Bond Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respectAgreement. The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and Representative has been acting solely as principal and not as the agent or fiduciary of the Community Facilities District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Community Facilities District with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District with respect to the offering contemplated hereby, except the obligations expressly set forth in this Purchase Agreement or otherwise imposed by law, (iv) the Underwriter has financial interests that differ from those of the Community Facilities District and (v) the Community Facilities District has consulted with its own legal, financial and other advisors to the extent it has deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged Xxxxxxxx, Xxxxxx & Associates, Inc., as its municipal advisor (the “Municipal Advisor”) (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of the Municipal Advisor with respect to the Bonds.
B. Pursuant to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated , 2024, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees duly authorized to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, this Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement between the Community Facilities District and the Trustee, executed in connection with the Bonds (the “Continuing Disclosure Agreement”), the Escrow Agreement, dated as of June 1, 2024 with regard to the Series 2012 Bonds (the “Escrow Agreement”), between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or to act hereunder on behalf of the Community Facilities District other Underwriters and shall have full authority to take such action as it may deem advisable in respect of all matters relating to this Bond Purchase Agreement. Delivery of the Bonds shall be made at the Closing Time to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.
C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure Agreement, in the form attached to the Official Statement as Appendix D, to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.
D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver to the Underwriter, at the offices of Bond Counsel in Newport Beach, California, or at such other location as may be mutually agreed upon by the Underwriter and the Community Facilities District, the documents hereinafter mentioned; and the Community Facilities District will deliver to the Underwriter Underwriters through the facilities of The Depository Trust Company (“DTC”)in New York, New York, or at such other address as the Underwriters shall direct. Payment for the Bonds shall be made by the Underwriters by wire transfer of federal funds payable to you at 10:00 a.m., Central Time, on [June ], 2020, or at such other place, time and date as shall be mutually agreed upon by you and the Underwriters. Except for purposes of delivery of the Bonds to the Underwriters, the BondsClosing shall take place at the offices of The Public Finance Law Group PLLC, in definitive form (all Oklahoma City, Oklahoma. The delivery of and payment for the Bonds bearing CUSIP numbers), duly executed by is herein called the Community Facilities District “Closing.” The date of such delivery and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California time, on , 2024 (payment is herein called the “Closing Date”), ,” and the Underwriter will accept such delivery hour and pay the purchase price date of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being is herein referred to as called the “Closing”). Closing Time.” The delivery of the Bonds shall be made in definitive form, bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bonds) and issued in fully registered book-entry form (which may be typewritten) and shall be delivered to or at the direction of DTC as directed by the Underwriters in the form of one bond for each maturity of the Bonds registered in the name of Cede & Co., as nominee of DTCduly executed and authenticated.
Appears in 1 contract
Samples: Bond Purchase Agreement
Purchase, Sale and Delivery of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein: (i) the Underwriter hereby agrees to purchase from the Community Facilities District and the Community Facilities District hereby agrees to sell to the Underwriter all (but not less than all) of the $ aggregate principal amount of the City of Beaumont Community Facilities District No. 0493-2 1 (Lake Hills CrestImprovement Area No. 8F) of the County of Riverside 2020 Special Tax Refunding Bonds, Series 2024 Bonds (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ (being 100% of the aggregate principal amount thereof, plus an a net original issue premium of $ and less an Underwriter’s discount of $ ). As an accommodation to the Community Facilities District, on the Closing Date, the Underwriter will remit, from the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 2 hereofBonds, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Special Tax Revenues and subject to redemption Taxes as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the Board of Supervisors City Council of the County City of Riverside Beaumont (the “CountyCity”), as the legislative body for the Community Facilities District, District pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on , 20242020. The proceeds of the Bonds, together with certain existing funds of the Community Facilities District, Bonds will be used to to: (i) defease all pay the cost and expense of the Community Facilities District’s outstanding Special Tax Bonds, Series 2012 (acquisition and construction of certain public facilities required in connection with the “Series 2012 Bonds”), development of the Improvement Area; (ii) fund a reserve account securing the Reserve Fund in an amount equal to the Reserve Requirement, Bonds; and (iii) purchase a municipal bond insurance policy (the “Insurance Policy”) issued by (the “Insurer”), and (iv) pay costs of issuance of the Bonds. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from special taxes pledged thereto as provided in the Indenture (the “Special Taxes”)Indenture.
A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respect. The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and not as the agent or fiduciary of the Community Facilities District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Community Facilities District with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District with respect to the offering contemplated hereby, except the obligations expressly set forth in this Purchase Agreement or otherwise imposed by law, (iv) the Underwriter has financial interests that differ from those of the Community Facilities District and (v) the Community Facilities District has consulted with its their own legal, financial and other advisors to the extent it has they have deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged XxxxxxxxUrban Futures, Xxxxxx & Associates, Inc., as its municipal advisor Inc. (the “Municipal Advisor”) as its municipal advisor (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of the Municipal Advisor with respect to the Bonds.
B. Pursuant X. Xxxxxxxx to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated , 20242020, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLPXxxxx, a Professional Corporation, Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLPXxxxx, a Professional Corporation, Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement between Certificate executed by the Community Facilities District and the Trustee, executed in connection with the Bonds (the “Continuing Disclosure Agreement”), the Escrow Agreement, dated as of June 1, 2024 with regard to the Series 2012 Bonds (the “Escrow Agreement”), between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow AgentCertificate”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.
C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure AgreementCertificate, in the form attached to the Official Statement as Appendix Dan appendix, to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.
D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver to the Underwriter, at the offices of Bond Counsel in Newport Beach, California, or at such other location as may be mutually agreed upon by the Underwriter and the Community Facilities District, the documents hereinafter mentioned; and the Community Facilities District will deliver to the Underwriter through the facilities of The Depository Trust Company (“DTC”), the Bonds, in definitive form (all Bonds bearing CUSIP numbers), duly executed by the Community Facilities District and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California time, on , 2024 2020 (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “Closing”). The Bonds shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC.
Appears in 1 contract
Samples: Bond Purchase Agreement
Purchase, Sale and Delivery of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein: (i) the Underwriter hereby agrees to purchase from the Community Facilities District and the Community Facilities District hereby agrees to sell to the Underwriter all (but not less than all) of the $ aggregate principal amount of the City of Beaumont Community Facilities District No. 042016-2 3 (Lake Hills CrestSundance) of the County of Riverside 2023 Special Tax Refunding Bonds, Series 2024 Bonds (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ (being 100% of the aggregate principal amount thereof, plus an original issue premium of $ and less an Underwriter’s discount of $ ). As an accommodation to the Community Facilities District, on the Closing Date, the Underwriter will remit, from the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 2 hereofBonds, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Special Tax Revenues and subject to redemption Taxes as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the Board of Supervisors City Council of the County City of Riverside Beaumont (the “CountyCity”), as the legislative body for the Community Facilities District, District pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on March 21, 20242023. The proceeds of the Bonds, together with certain existing funds of the Community Facilities District, Bonds will be used to to: (i) defease all pay the cost and expense of the Community Facilities District’s outstanding Special Tax Bonds, Series 2012 (the “Series 2012 Bonds”), certain public facilities; (ii) fund a reserve account securing the Reserve Fund in an amount equal to the Reserve Requirement, Bonds; and (iii) purchase a municipal bond insurance policy (the “Insurance Policy”) issued by (the “Insurer”), and (iv) pay costs of issuance of the Bonds. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from special taxes pledged thereto as provided in the Indenture (the “Special Taxes”)Indenture.
A. The Community Facilities District hereby acknowledges that the Underwriter is entering into this Purchase Agreement in reliance on the representations, warranties and agreements made by the Community Facilities District herein, and the Community Facilities District shall take all action necessary to enforce its rights hereunder for the benefit of the Underwriter and shall immediately notify the Underwriter if it becomes aware that any representation, warranty or agreement made by the Community Facilities District herein is incorrect in any material respect. The Community Facilities District acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the Community Facilities District and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and not as the agent or fiduciary of the Community Facilities District, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Community Facilities District with respect to (a) the offering of the Bonds or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Community Facilities District on other matters) or (b) any other obligations to the Community Facilities District with respect to the offering contemplated hereby, except the obligations expressly set forth in this Purchase Agreement or otherwise imposed by law, (iv) the Underwriter has financial interests that differ from those of the Community Facilities District and (v) the Community Facilities District has consulted with its own legal, financial and other advisors to the extent it has deemed appropriate in connection with this transaction. The Community Facilities District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”). The Community Facilities District acknowledges and represents that it has engaged Xxxxxxxx, Xxxxxx & Associates, Inc., as its municipal advisor (the “Municipal Advisor”) (as defined in Securities and Exchange Commission Rule 15Ba1) and will rely solely on the financial advice of the Municipal Advisor with respect to the Bonds.
B. Pursuant to the authorization of the Community Facilities District, the Underwriter has distributed copies of the Preliminary Official Statement dated , 2024, relating to the Bonds, which, together with the cover page, inside cover page and appendices thereto is herein called the “Preliminary Official Statement.” By its acceptance of this Purchase Agreement, the Community Facilities District hereby ratifies the use by the Underwriter of the Preliminary Official Statement, and the Community Facilities District agrees to execute a final official statement relating to the Bonds (including any supplements and/or amendments thereto, the “Official Statement”) which will consist of the Preliminary Official Statement with such changes as may be made thereto, with the approval of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Bond Counsel (“Bond Counsel”), Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx LLP, Disclosure Counsel (“Disclosure Counsel”), and the Underwriter, and to provide copies thereof to the Underwriter as set forth herein. The Community Facilities District hereby authorizes and requires the Underwriter to use and promptly distribute, in connection with the offer and sale of the Bonds, the Preliminary Official Statement, the Official Statement and any supplement or amendment thereto. The Community Facilities District further authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds, the Indenture, the Continuing Disclosure Agreement between the Community Facilities District and the Trustee, executed in connection with the Bonds (the “Continuing Disclosure Agreement”), the Escrow Agreement, dated as of June 1, 2024 with regard to the Series 2012 Bonds (the “Escrow Agreement”), between the Community Facilities District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by or on behalf of the Community Facilities District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement.
C. To assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”), the Community Facilities District will undertake pursuant to the Continuing Disclosure Agreement, in the form attached to the Official Statement as Appendix D, to provide annual reports and notices of certain enumerated events. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.
D. Except as the Underwriter and the Community Facilities District may otherwise agree, the Community Facilities District will deliver to the Underwriter, at the offices of Bond Counsel in Newport Beach, California, or at such other location as may be mutually agreed upon by the Underwriter and the Community Facilities District, the documents hereinafter mentioned; and the Community Facilities District will deliver to the Underwriter through the facilities of The Depository Trust Company (“DTC”), the Bonds, in definitive form (all Bonds bearing CUSIP numbers), duly executed by the Community Facilities District and authenticated by the Trustee in the manner provided for in the Indenture and the Community Facilities District Act at 8:00 a.m. California time, on , 2024 (the “Closing Date”), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (A) of this Section by wire transfer, payable in federal or other immediately available funds (such delivery and payment being herein referred to as the “Closing”). The Bonds shall be in fully registered book-entry form (which may be typewritten) and shall be registered in the name of Cede & Co., as nominee of DTC.,
Appears in 1 contract
Samples: Bond Purchase Agreement