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HomeMy WebLinkAboutBonus Purchase Agreement $27,725,000 COUNTYWIDE PUBLIC FINANCING AUTHORITY 1996 REVENUE BONDS BOND PURCHASE AGREEMENT July 16, 1996 Board of Directors Countywide Public Financing Authority c/o City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Honorable Directors: The undersigned, Stone& Youngberg LLC (the "Underwriter"), offers to enter into this bond purchase agreement (the "Purchase Contract") with the Countywide Public Financing Authority (the "Authority"), which will be binding upon the Authority and the Underwriter upon the acceptance hereof by the Authority and the approval of each of the cities listed in Appendix B hereto (with such additions or deletions from such list as are agreed to by the Purchaser) (such cities shall be referred to herein as the "Members") pursuant to the Member Letters of Representation (as hereinafter defined). This offer is made subject to its acceptance by the Authority by execution of this Purchase Contract and its delivery hereof to the Underwriter on or before 4:00 p.m., California time, on July 31, 1996 and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the Authority at any time prior to the acceptance hereof by the Authority. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Indenture of Trust, dated as of July 1, 1996, (the "Indenture"), by and between the Authority and U.S. Trust Company of California, N.A. (the "Trustee"). 1. Purchase and Sale. Upon the terms and conditions and upon the basis of representations, warranties and agreements set forth herein and in each of the Letters of Representation, dated the date hereof and executed and delivered by the Members, a form of which is attached hereto as Exhibit B (each.a "Letter of Representation and, collectively, the "Member Letters of Representation"), the Underwriter hereby agrees to purchase from the Authority for offering to the public, and the Authority hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of$27,725,000.00 aggregate principal amount of the Countywide Public Financing Authority 1996 Revenue Bonds (the "Bonds"), at an aggregate purchase price of$27,443,622.90 (constituting the aggregate principal amount of the Bonds, less an original issue discount of$95,619.60, and less an Underwriter's discount of$185,757.50). The Bonds shall be dated the date of delivery and shall have the maturities and bear interest at the rates per annum as set forth in Appendix A hereto. Payment for and delivery of the Bonds, and the other actions contemplated hereby, shall take place on July 31, 1996, or such other date as may be agreed to between the Authority and the Underwriter (the "Closing Date"). 2. Authorization and Purpose. The Authority was formed pursuant to the Joint Exercise of Powers Agreement, dated June 19, 1996, by and among the Members, and under the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Act"). KMLYDDAN 26982 257329 6 The Bonds are being issued pursuant to the Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code, and the Indenture, in order to finance the acquisition, construction and installation of a portion of the Orange County Countywide 800 Mhz communications system for the Members, and to finance capital projects for certain Members throughout their geographic boundaries (collectively, the "Projects"). In addition, a portion of the proceeds from the sale of the Bonds will be used (i) to pay the costs of issuance of the Bonds and (ii) to fund the Reserve Account (as defined in the Indenture). The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of, the Indenture. The Authority, as lessee, shall enter into a Site and Facility Lease, dated July 1, 1996, with each of the Members, as lessors, pursuant to which the Authority shall lease certain real property and facilities from such Member (each a "Site Lease" and, collectively, the "Site Leases"). Each Member shall lease such real property and facilities back from the Authority pursuant to individual Lease Agreements, each dated July 1, 1996, by and between the Authority, as the lessor, and each such Member, as lessee (each a "Lease Agreement" and collectively, the "Lease Agreements"). The Bonds and interest thereon shall be secured by the lease payments due and payable by each of the Members pursuant their respective Lease Agreements. The lease payments due to the Authority pursuant to the terms of the Lease Agreements have been calculated to be sufficient, in the aggregate, to enable the Authority to pay the principal of and interest and premium, if any, on the Bonds with due and payable. The Bonds shall be subject to redemption as provided in the Indenture. 3. Public Offering. The Underwriter agrees to make a bona fide public offering of all the Bonds initially at the public offering prices (or yields) set forth on Appendix A attached hereto and by this reference incorporated herein. 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. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. 4. Delivery of the Letters of Representation and the Official Statement. At the time of acceptance hereof by the Authority, the Authority shall cause to be delivered to the Underwriter a Letter of Representation from each of the Members. As soon as practicable, and no later than seven (7) business days after its acceptance hereof, the Authority shall deliver to the Underwriter (i) one copy of the Official Statement relating to the Bonds (which, together with all appendices attached thereto and such amendments or supplements thereto as shall be approved by the Underwriter and the Authority, is hereinafter called the "Official Statement"), manually executed on behalf of the Authority by its Chairman or other officer of the Authority duly authorized by the Authority, and (ii) such reasonable number of certified or conformed copies of the foregoing as the undersigned may request in order to comply with Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-12"), applicable Municipal Securities Rulemaking Board rules and other regulatory requirements relating to the issuance and sale of the Bonds. The Authority hereby authorizes the use of the Official Statement in connection with the public offering and sale of the Bonds. The Authority also consents to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement of the Authority dated July 10, 1996 relating to the Bonds (which, together with all appendices thereto, is herein called the "Preliminary Official Statement") in connection with the public offering of the Bonds. The Authority hereby ratifies the use by the Underwriter of the Preliminary Official Statement, the Indenture and any other documents or contracts to which the Authority is a party, including this Purchase Contract, and all information contained therein, and all other documents, certificates, and statements furnished by the KMLYDDAN 26982 257329 6 2 Authority to the Underwriter in connection with the transactions contemplated by this Purchase Contract, or in connection with the offer and sale of the Bonds by the Underwriter. The Authority represents that the Preliminary Official Statement, at the time of its distribution by the Underwriter, was and is a "near-final" Official Statement within the meaning of Rule 15c2-12, except for the omission of no more than the following information: the offering price(s), interest rate(s), selling compensation, aggregate principal amounts, principal amount per maturity, redemption provisions and delivery dates. It is an express condition of the offer of the Underwriter made hereby that the Authority deliver the Official Statement, in a form deemed by it to be final, within seven (7) business days of the date hereof; and the delivery of an Official Statement executed by an authorized representative of the Authority shall conclusively establish that the Authority deems the document so delivered to be final. A failure of the Authority to comply with the requirements of the preceding sentence shall entitle the Underwriter to rescind its offer hereunder. 5. Authority Representations, Warranties and Covenants. The Authority represents, warrants and covenants to the Underwriter that: (a) Due Organization, Existence and Authority of Authority. The Authority is a joint exercise of powers authority duly organized and validly existing under the Act and the laws of the State of California (the "State"), and has, and on the Closing Date will have, full legal right, power and authority (i) to execute and deliver this Purchase Contract, the Indenture, the Site Leases and the Lease Agreements (collectively, the "Authority Documents"), and the Official Statement (ii) to adopt the resolutions approving the Authority Documents, the Official Statement and the issuance and sale of the Bonds, (iii) to issue, sell and deliver the Bonds to the Underwriter as provided herein, and (v) to carry out and consummate the transactions on its part contemplated by the Authority Documents and the Official Statement. (b) Due Authorization and Approval of Authority. By all necessary official action, the Authority has duly authorized and approved the adoption or execution and delivery by the Authority of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents, and has approved the use by the Underwriter of the Preliminary Official Statement and the Official Statement and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the parties thereto, the Bonds and the Authority Documents will constitute the legally valid and binding obligations of the Authority enforceable against the Authority in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally. The Authority has complied, and will at the Closing Date be in compliance in all respects, with the terms of the Authority Documents. (c) Official Statement Accurate. The information with respect to the Authority, the Bonds and the Authority Documents in the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing Date will be, true and correct in all material respects, and the information with respect to the Authority, the Bonds and the Authority Documents in the Official Statement does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Consent to Amendments and Supplements to Official Statement. The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official KMLYDDAN 26982 257329 6 3 Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (e) Agreement to Amend or Supplement Official Statement. If, at any time within ninety (90) days after the later of the Closing Date or the end of the underwriting period (as described below), any event occurs as a result of which the Official Statement as then amended or supplemented would include an untrue statement of a material fact, or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and, in the reasonable opinion of the Underwriter, an amended or supplemented Official Statement should be delivered in connection with the offering or sale of the Bonds to reflect such event, the Authority will promptly prepare, at its own expense, an amendment or supplement which will correct such statement or omission. The phrase "end of the underwriting period" is defined in Rule 15c2-12 as the later of such time as (i) the Authority delivers the Bonds to the Underwriter, or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. (f) No Breach or Default. As of the time of acceptance hereof and as of the Closing Date, except as otherwise disclosed in the Official Statement, (i) the Authority is not and will not be in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority is a party or is otherwise subject, and (ii) no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach, default or event could have an adverse effect on the ability of the Authority to perform its obligations under the Bonds and the Authority Documents or in connection with the construction and acquisition of the Project; and, as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of the Bonds and Authority Documents and compliance by the Authority with the provisions of each of such agreements or instruments does not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Authority (or any of its respective officers) is subject, or by which it or any of its properties are bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Documents. (g) No Litigation. At the time of acceptance hereof and as of the Closing Date, there is and will be no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (collectively and individually, an "Action") pending with respect to which the Authority has been served with process or to the best knowledge of the Authority threatened, in which any such Action (i) in any way questions the formation or existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the Authority Documents KMLYDDAN 26982 257329 6 4 or the consummation of the transactions on the part of the Authority contemplated thereby, or contests the exclusion of the interest on the Bonds from federal or state income taxation or contests the powers of the Authority, or the Authority's authority to collect and use the payment due under the Lease Agreements to pay debt service on the Bonds; (iii) which may result in any material adverse change relating to the financial condition of the Authority; or (iv) contests the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the time of acceptance hereof and as of the Closing Date, to the knowledge of the officer of the Authority executing this Purchase Contract, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence. • (h) Further Cooperation; Blue Sky. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the Authority will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction. (i) Bonds Issued Per Indenture. The Bonds and the Indenture conform as to form and tenor to the descriptions thereof contained in the Official Statement. The Authority represents that the Bonds, when issued, executed and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Authority, entitled to the benefits of the Indenture and the security of the pledge of the proceeds of the lease payments due pursuant to the Lease Agreements. The Indenture creates a valid pledge of the monies in certain funds and accounts established thereunder, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. (j) Consents and Approvals. All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required by Closing Date for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Authority of its obligations in connection with the Authority Documents have been duly obtained or made and are in full force and effect. (k) No Other Bonds. Between the date of this Purchase Contract and the Closing Date, the Authority will not offer or issue any bonds, notes or other obligations for borrowed money secured by the lease payments due under the Lease Agreements or otherwise payable from the assets or funds of the Authority and the Members not previously disclosed to the Underwriter. (1) No Transfer Taxes. The issuance and sale of the Bonds is not subject to any transfer or other documentary stamp taxes of the State or any political subdivision thereof. KMLIDDAN 26982 257329 6 5 (m) No Adverse IRS Listing. The Authority has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Authority or any Member is a bond issuer whose arbitrage certifications may not be relied upon. (n) Certificates. Any certificate signed by any authorized officer of the Authority and delivered to the Underwriter in connection with the issuance and sale of the Bonds shall be deemed to be a representation and covenant by the Authority to the Underwriter as to the statements made therein. (o) Bond Proceeds. The Authority will apply the proceeds of the Bonds in accordance with the Indenture. (p) Covenants and Cooperation. The Authority will faithfully perform and abide by all of its covenants and undertakings contained in the Bonds and Indenture, as the same may be amended from time to time, until such time as the Bonds have been paid in full or monies have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon and premium, if any. (q) Tax-exempt Status. The Authority shall not take or omit to take, as is appropriate, any action which would adversely affect the exclusion from gross income under federal tax law of the interest on the Bonds or which would cause the Bonds to become arbitrage bonds under Section 148 of the Code and the regulations thereunder. (r) Continuing Disclosure. The Authority and each of the Members will undertake, pursuant to separate Continuing Disclosure Certificates (as defined herein), to provide annual reports and notices of certain events to certain information repositories. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement. The Authority will promptly prepare and distribute, and will cause each of the Members to promptly prepare and distribute, all documents and/or reports as required now or in the future to be prepared and distributed pursuant to the Continuing Disclosure Certificates. 6. The Closing. At 9:00 a.m., Pacific time, on July 31, 1996 (the "Closing Date"), or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the Authority and the Underwriter, (i) the Authority will deliver the Bonds in definitive form in to the Depository Trust Company in New York, New York, or such other place as the Authority and the Underwriter shall mutually agree upon, and (ii) the Authority will deliver the closing documents hereinafter mentioned at the offices of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California or another place to be mutually agreed upon by the Authority and the Underwriter. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof in federal funds payable to the order of the Authority or its designee. These payments and deliveries, together with the delivery of the aforementioned documents, are herein called the "Closing." The Bonds will be delivered in such denominations and deposited in the account or accounts specified by the Underwriter pursuant to written notice delivered not later than five (5) business days prior to the Closing. 7. Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the representations and covenants herein and the performance by the Authority of their obligations hereunder, both as of the date hereof and as of the date of the Closing. The Underwriter's obligations under this Purchase Contract are and shall be subject to the following additional conditions: KMLYDDAN 26982 257329 6 6 (a) Authority Bring-Down Representations. The representations and covenants of the Authority contained herein shall be true and correct at the time of the Closing, as if made on the Closing Date. (b) Members Bring-Down Representations. The representations and covenants of each of the Members contained in such Member's Letter of Representation shall be true and correct at the time of the Closing, as if made on the Closing Date. (c) Executed Agreements and Performance Thereunder. At the time of the Closing, (i) the Authority Documents shall be in full force and effect and shall not have been amended, modified or supplemented except with the written consent of the Underwriter, (ii) there shall be in full force and effect such resolutions (collectively, the "Authorizing Resolutions"), as, in the opinion of Jones Hall Hill & White, A Professional Law Corporation ("Bond Counsel"), shall be necessary in connection with the transactions on the part of the Authority contemplated by this Purchase Contract, the Official Statement and the Authority Documents, (iii) the Authority shall perform or have performed its obligations required or specified in the Authority Documents to be performed at or prior to Closing, and.(iv) the Official Statement shall not have been supplemented or amended except as otherwise may have been agreed to in writing by the Underwriter. (d) No Default. At the time of the Closing, no default shall have occurred or be existing under this Purchase Contract, the Authorizing Resolutions or the Authority Documents, and the Authority shall not be in default in the payment of principal or interest on any of its bonded indebtedness which default shall adversely impact the ability of the Authority to make payments on the Bonds. (e) Closing Documents. At or prior to the Closing, the Underwriter shall have received each of the documents required under Section 8 below. (f) Termination Events. The Underwriter shall have the right to terminate this Purchase Contract, without liability therefor, by written notification to the Authority if at any time at or prior to the Closing: (i) any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading; or (ii) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Contract in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee, or the presentment of legislation for consideration as an option by either KMLYDDAN 26982 257329 6 7 such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any Federal or state court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority materially adversely affecting the federal or State tax status of the Authority, the interest on bonds or notes or obligations of the general character of the Bonds or the market price of the Bonds; or (iii) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of, or that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture is required to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (iv) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which restrictions materially adversely affect the Underwriter's ability to market the Bonds; or (v) a general banking moratorium shall have been established by federal or State authorities; or (vi) the United States has become engaged in hostilities which have resulted in a declaration of war or a national emergency or there has occurred any other outbreak of hostilities or a national or international calamity or crisis, financial or otherwise, the effect of such outbreak, calamity or crisis on the financial markets of the United States, being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds (it being agreed by the Underwriter that there is no outbreak, calamity or crisis of such character as of the date hereof); or (vii) there shall be in force a general suspension of trading on the New York Stock Exchange. 8. Closing Documents. At or prior to the Closing, the Underwriter shall receive the following documents: (a) Bond Opinion. An approving opinion of Bond Counsel, dated the date of the Closing and substantially in the form included as Appendix C to the Official Statement, together with a letter from such counsel, dated the date of the Closing and addressed to the Underwriter, to the KMLYDDAN 26982 257329 6 8 effect that such opinion addressed to the Authority may be relied upon by the Underwriter to the same extent as if it were addressed to the Underwriter; (b) Supplemental Opinion. A supplemental opinion of Bond Counsel, addressed to the Underwriter, in form and substance acceptable to counsel for the Underwriter, and dated the date of the Closing, to the following effect: (i) the Bonds conform as to form and tenor to the description thereof contained under the caption "THE BONDS" in the Official Statement, and the statements contained in the Official Statement under the captions "THE BONDS" (except for any information concerning The Depository Trust Company or its book- entry system), "SECURITY FOR THE BONDS," "TAX MATTERS," "APPENDIX A - Summary of Principal Legal Documents" and "APPENDIX C - Form of Bond Counsel Opinion," insofar as such statements purport to summarize certain provisions of the Act, the Bonds, the Indenture or applicable provisions of the United States Internal Revenue Code of 1986, as amended, present an accurate summary of such provisions; and (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; (c) Opinion of Authority Counsel, An opinion, dated the Closing Date and addressed to the Underwriter, of the Authority Counsel, substantially in the form set forth in Appendix D hereto; (d) Opinion of Counsel to Each Member. An opinion, dated the Closing Date and addressed to the Underwriter, of the City Attorney for each of the Members, substantially in the form of Appendix E hereto; (e) Opinion of Counsel to Trustee. An opinion, dated the Closing Date and addressed to the Underwriter, of Brobeck, Phleger & Harrison LLP, as counsel to the Trustee, substantially in the form of Appendix F hereto; (f) Opinion of Counsel to Underwriter. An opinion, dated the Closing Date and addressed to the Underwriter, of Cox, Castle & Nicholson, as counsel to the Underwriter, concerning such matters as the Underwriter may request; (g) Closing Certificate of Trustee. A certificate of the Trustee, dated the Closing Date, substantially in the form of Appendix G hereto; (h) Arbitrage Certificate. An arbitrage certificate executed by the Authority and satisfactory in form and substance to Bond Counsel and the Underwriter; (i) Continuing Disclosure Certificate of Authority. A Continuing Disclosure Certificate substantially in form and substance as set forth in Appendix E to the Official Statement, executed by an authorized officer of the Authority; KMLYDDAN 269E2 257329 6 9 (j) Continuing Disclosure Certificates of the Members. A Continuing Disclosure Certificate substantially in form and substance as set forth in Appendix F to the Official Statement, executed by an authorized officer of each of the Members; (k) Certificate of the Authority Regarding the Preliminary' Official Statement. A certificate of the Authority, dated the date of the Preliminary Official Statement, signed by a duly authorized representative of the Authority, to the effect that: (i) the Preliminary Official Statement distributed in connection with the Bonds is in "near final" form within the meaning of Rule 15c2-12; (ii) the Authority will cooperate with the Underwriter in transforming the Preliminary Official Statement into a final Official Statement; and (iii) the Authority will cause a sufficient quantity of final Official Statements to be delivered to the Underwriter within seven (7) business days after the execution of this Purchase Contract so as to allow the Underwriter to comply with its continuing obligations under said Rule 15c2-12; (l) Official Statement. One copy of the Official Statement manually executed on behalf of the Authority by its Chairman or another officer of the Authority duly authorized by the Authority, and such reasonable number of certified or conformed copies of the foregoing as the Underwriter may request in order to comply with Rule 15c2-12, applicable Municipal Securities Rulemaking Board rules and other regulatory requirements relating to the issuance and sale of the Bonds; (m) Authority and Member Resolutions. One copy of(i) each resolution of the Authority relating to the Authority Documents, the transactions contemplated thereby and issuance of the Bonds, certified by the Secretary of the Authority (ii) each resolution of each of the Members relating to the applicable Letter of Representation, Site Lease and Lease Agreement (collectively, the "Member Documents") and the transactions contemplated thereby, the issuance of the Bonds and such Members participation in the financing, certified by the City Clerk of the applicable Member; (n) Closing Certificate of the Authority. A certificate of the Authority, dated the Closing Date, substantially in the form of Appendix H hereto; (o) Closing Certificates of the Members. A certificate of each Member, dated the Closing Date, to the effect that all of the certifications, representations and warranties contained in such Member's Letter of Representation are true and correct as of the Closing Date as if made on the Closing Date; (p) Form 8038-G. Evidence that the federal tax information form 8038-G has been executed by the Authority; (q) CDAC Report of Final Sale. A copy of the Report of Final Sale required to be delivered to the California Debt Advisory Commission pursuant to Section 8855(g) of the California Government Code; (r) Bond Insurance. A financial guaranty bond by MBIA Insurance Corporation (the "Insurer") insuring the payment of principal and interest on the Bonds; KMLYDDAN 26982 257329 6 10 (s) Opinion of Counsel to Insurer. An opinion of counsel to the Insurer in form and substance satisfactory to the Underwriter; (t) Rating. A rating on the Bonds effective on the Closing Date of at least "Aaa" by Moody's Investors Service and "AAA" by Standard & Poor's Rating's Services; (u) Additional Documents. Such additional legal opinions, certificates, instruments and other documents as the Underwriter or its counsel may reasonably deem necessary; and (v) Transcripts. Two transcripts containing the documents listed in this Section, together with any other documents relating to the authorization and issuance of the Bonds. • If the Authority shall be unable to satisfy the conditions contained in this Purchase Contract, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter or the Authority shall be under further obligation hereunder, except as further set forth in Section 9 hereof. 9. Costs and Expenses. (a) The Underwriter shall be under no obligation to pay, and the Authority shall pay or cause to be paid from any legally available funds, the following expenses incident to the issuance of the Bonds and performance of the Authority's obligations hereunder: (i) the costs of the preparation and printing of the Bonds, (ii) the fees and disbursements of(a) Jones Hall Hill & White, A Professional Law Corporation, as Bond Counsel and Authority Counsel and (b) any party acting as counsel to the Members; (iii) the cost of preparation, printing and mailing of the Preliminary Official Statement and final Official Statement and any supplements and amendments thereto, including a reasonable number of copies thereof for distribution by the Underwriter; and (iv) the fees and disbursements of accountants, advisers and any other experts or consultants retained by the Authority, including the fees and expenses of the Trustee. (b) The Underwriter shall pay the following expenses: (i) all advertising expenses in connection with the public offering of the Bonds; (ii) the CDAC fee; and (iii) all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds, including the fees and expenses of its counsel, except as noted in Section 9(a) above. 10. Indemnification. (a) The Authority agrees, to the extent permitted by law, to indemnify and hold harmless the Underwriter and its officers and employees and each person who controls the Underwriter within the meaning of Section 15 of the Securities Act of 1933 (as an "Indemnified Person") from and against any losses, claims, damages or liabilities,joint or several, to which any Indemnified Person may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, or are based upon, the misstatement or omission or alleged misstatement or omission to state a material fact in the Official Statement necessary to make the statements therein under the caption "THE AUTHORITY" not misleading, and will reimburse each Indemnified Person for any legal or other expenses reasonably incurred by such Indemnified Person in investigating, defending or preparing to defend any such action or claim; provided, however, that the Authority shall not be liable in any such case to the extent that any such loss, claim, damage or KMLYDDAN 26982 257329 6 11 13. Survival of Representations and Warranties. All representations and warranties of the parties made in, pursuant to or in connection with this Purchase Contract shall survive the execution and delivery of this Purchase Contract, notwithstanding any investigation by the parties. All statements contained in any certificate, instrument or other writing delivered by a party to this Purchase Contract or in connection with the transactions contemplated by this Purchase Contract constitute representations and warranties by such party under this Purchase Contract. 14. Counterparts. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 15. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. 16. Governing Law. The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State of California. 17. No Assignment. The rights and obligations created by this Purchase Contract shall not be subject to assignment by the Underwriter or the Authority without the prior written consent of the other party hereto, STONE & YOUNGBERG LLC By: L (.)(� Ti'6n Principal Accepted as of the date first stated above: COUNTYWIDE PUBLIC FINANCING AUTHORITY By: L �ucs• fa Chairman KMLYDDAN 26982 257329 6 13 APPENDIX A Maturity Date Principal Interest (August 1) Amount Rate Price 1997 $2,025,000 4.10% 100.291% 1998 2,115,000 4.10 100.000 1999 2,200,000 4.30 99.860 2000 2,300,000 4.60 100.000 2001 2,405,000 4.75 99.780 2002 2,515,000 4.90 99.743 2003 2,640,000 5.00 99.417 2004 2,765,000 5.10 99.352 2005 2,905,000 5.25 99.645 2006 3,060,000 5.30 99.235 2007 500,000 5.40 99.182 2008 530,000 5.50 99.134 2009 560,000 5.60 99.090 2010 585,000 5.70 99.523 2011 620,000 5.75 99.503 KMLYDDAN 26982 257329 6 A-1 APPENDIX LIST OF THE MEMBER CITIES City of Brea City of Santa Ma Number One Civic Center Circle, 3rd Floor 20 Civic Center Plaza Brea, CA 92621-5758 Santa Ma, CA 92701 Attn: Mr. Lawrence D. Hurst, C.P.A. Attn: Mr. Roderick R. Coloma Financial Services Director Executive Director/Treasurer (714) 990-7675 (714) 647-5420 FAX: (714) 990-2258 FAX: (714) 647-5414 City of Buena Park City of Seal Beach 6650 Beach Boulevard 211 Eighth Street Buena Park, CA 90620 Seal Beach, CA 90740 Attn: Mr. Greg Beaubien Attn: Mr. Keith R. Till Finance Director City Manager (714) 562-3710 (310) 341-2527 FAX: (714) 562-3599 FAX: (310)431-4067 City of Fullerton City of Stanton 303 West Commonwealth Avenue 7800 Katella Avenue Fullerton, CA 92632 Stanton, CA 90680 Attn: Mr. Chris Meyer Attn: Ms. Denise Bates Director of Administrative Services Administrative Services Manager (714) 738-6350 (714) 379-9222 x226 FAX: (714)738-6758 FAX: (714) 890-1443 City of Garden Grove City of Tustin 11222 Acacia Parkway 300 Centennial Way Garden Grove, CA 92640 Tustin, CA 92680 Attn: Mr. Anthony Andrade Attn: Mr. Ronald A. Nault Controller Finance Director/City Treasurer (714) 741-5060 (714)573-3061 FAX: (714) 741-5205 FAX: (714) 832-0825 City of Orange 300 East Chapman Avenue Orange, CA 92666-1591 Attn: Ms. Helen Bell Finance Director (714) 744-2238 FAX: (714) 744-2245 KMLYDDAN 26982 257329 6 B-1 APPENDIX C LETTER OF REPRESENTATION [LETTERHEAD OF THE MEMBER CITY] July 16, 1996 Stone & Youngberg LLC 4350 La Jolla Village Drive Suite 840 San Diego, California 92122 Countywide Public Financing Authority do City of Santa Ana 20 Civic Center Plaza Santa Ana, California 92701 Re: Countywide Public Financing Authority 1996 Revenue Bonds Dear Ladies and Gentlemen: The Countywide Public Financing Authority (the "Authority") and the undersigned City (the "Member") propose to enter into a Lease Agreement to be dated as of July 1, 1996 (the "Lease Agreement") and a Site and Facility Lease to be dated as of July 1, 1996 (the "Site Lease") to provide security for the Bonds (as hereinafter defined), which are being issued to finance the acquisition, construction and installation of a portion of the Orange County Countywide 800 Mhz communications system as described in the Official Statement (hereinafter mentioned), and to finance certain capital improvements of the members of the Authority (the "Members") throughout the geographic boundaries of such Members (collectively, the "Project"). Pursuant to a'Bond Purchase Agreement between Stone& Youngberg LLC (the "Underwriter") and the Authority, dated the date hereof(the "Purchase Contract"), the Underwriter proposes to purchase the Countywide Public Financing Authority 1996 Revenue Bonds in the amount stated in the Purchase Contract (the "Bonds"). This Letter of Representation is being delivered pursuant to the Purchase Contract and all capitalized terms not defined herein shall have the meanings given to such terms in the Purchase Contract. In order to induce you to enter into the Purchase Contract and to permit the Underwriter to make a public offering of the Bonds therein contemplated, the Member hereby represents, warrants, covenants and agrees as follows, the provisions of paragraphs (a) through (1) being true as of the date hereof: (a) Due Organization, Existence and Authority of the Member. The Member is duly organized and validly existing as a [general law][chartered] city and municipal corporation of the State of California (the "State"), and the Member has, and on the Closing Date will have, the full legal right, power and authority to (i) execute and deliver its Member Documents and to approve the Official Statement and the Purchase Contract, (ii) perform its obligations and engage in the transactions contemplated by the Member Documents, the Purchase Agreement and the Official KMLYDDAN 26982 237329 6 C-1 Statement, (iii) to adopt the resolutions approving its Member Documents, the Official Statement and the Purchase Contract. (b) Due Authorization and Approval by the Member. By all necessary action, the Member has duly authorized and approved the execution and delivery by the Member of, and the performance by the Authority of the obligations on its part contained in its Member Documents, the Official Statement and the Purchase Contract and, as of the date hereof, such authorization and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the respective parties thereto, its Member Documents will constitute the legal, valid and binding obligations of the Member enforceable against the Member in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors' rights. (c) Use of the Official Statement. The Member hereby authorizes the use of the Official Statement in connection with the public offering and sale of the Bonds. The Member also consents to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement of the Authority, dated July 10, 1996, relating to the Bonds (which, together with all appendices thereto, is herein called the "Preliminary Official Statement") in connection with the public offering of the Bonds, The Member hereby ratifies the use by the Underwriter of the Preliminary Official Statement, its Member Documents and any other documents or contracts to which the Member is a party and all information contained therein, and all other documents, certificates, and statements furnished by the Member to the Underwriter in connection with the transactions contemplated by the Purchase Contract, or in connection with the offer and sale of the Bonds by the Underwriter. The Member represents that the Preliminary Official Statement (excluding those portions of Appendix B to the Preliminary Official Statement that describe the other Members of the Authority), at the time of its distribution by the Underwriter, was and is a "final" Official Statement within the meaning of Rule 15c2-12, except for the omission of no more than the following information: the offering price(s), interest rate(s), selling compensation, aggregate principal amounts, principal amount per maturity, redemption provisions and delivery dates. In addition, the Member will cooperate with the Underwriter in transforming the Preliminary Official Statement into a final Official Statement. (d) Official Statement Accurate. At the date of execution by the Member of this Letter of Representation, the statements contained in the Preliminary Official Statement, dated July 10, 1996 and the Official Statement, dated the date hereof relating to the Bonds (excluding the information contained in Appendix B to the Preliminary Official Statement and Official Statement that describes the other Members of the Authority), is true and correct in all material respects for the purposes for which their use is or was authorized; and such statements (excluding the information contained in Appendix B to the Preliminary Official Statement and the Official Statement that describes the other Members of the Authority) do not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements made in such sections in light of the circumstances under which they are or were made, not misleading. Neither this Letter of Representation nor any other document, certificate or written statement furnished to the Underwriter or the Authority by or relating to the Member contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein, under the circumstances under which they are or were made, not misleading. (e) Consents to Amendments and Supplement to the Official Statement. The Member shall not participate in the issuance of any amendment of or supplement to the Official KMLYDDAN 26982 257329 6 C-2 Statement to which, after having been furnished with a copy, the Underwriter shall object in writing or which shall be disapproved by its counsel. (I) Agreement to Assist in the Amendment or Supplement of the Official Statement. If, at any time within ninety (90) days after the later of the Closing Date or the end of the underwriting period, any event relating to or affecting the Member, the real property and facilities subject to the Site Lease and the Lease Agreement, or its portion of the Project shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the date of Closing, the Member will whatever steps are necessary to assist the Authority in preparing and furnishing to the Underwriter an amendment or a supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. The Underwriter shall promptly notify the Authority of the end of the underwriting period. (g) No Breach or Default. As of the time of acceptance hereof and as of the Closing Date, except as otherwise disclosed in the Official Statement, (i) the Member is not and will not be in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Member is a party or is otherwise subject, and (ii) no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument which breach, default or event described under (i) or (ii) of this subparagraph could have an adverse effect on the ability of the Member to perform its obligations under its Member Documents or in connection with the construction and acquisition of the Member's portion of the Project; and, as of such times, except as disclosed in the Official Statement, the authorization, execution and delivery of its Member Documents and compliance by the Member with the provisions of each of such agreements or instruments does not and will not conflict with or constitute a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, license, permit, trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the Member (or any of its respective officers) is subject, or by which it or any of its properties are bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by its Member Documents. (h) No Litigation. At the time of acceptance hereof and as of the Closing Date, there is and will be no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (collectively and individually, an "Action") pending with respect to which the Member has been served with process or to the best knowledge of the officer of the Member executing this Letter of Representation, threatened, in which any such Action (i) in any way questions the formation or existence of the Member or the titles of the officers of the Member to their respective offices; (ii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds or its Member Documents, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of its Member Documents or the consummation of the transactions KMLYDDAN 26982 257329 6 C-3 on the part of the Member contemplated thereby, or contests the exclusion of the interest on the Bonds from federal or state income taxation or contests the powers of the Member, or the Member's authority to make the payments due under its Lease Agreement; (iii) which may result in any material adverse change relating to the financial condition of the Member; or (iv) contests the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the time of acceptance hereof and as of the Closing Date, to the knowledge of the officer of the Member executing this Letter of Representation, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence. (i) Consents and Approvals. All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required by Closing Date for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Member of its obligations in connection with its Member Documents have been duly obtained or made and are in full force and effect. (j) Opinions and Certificates Required for Closing. The Member will deliver all opinions, certificates, letters and other instruments and documents reasonably required by the Underwriter and this Letter of Representation. Any certificate of the Member delivered to the Underwriter shall be deemed a representation and warranty by the Member to the Underwriter as to the statements made therein. (k) Indemnification. (i) The Member agrees, to the extent permitted by law, to indemnify and hold harmless the Underwriter and the Authority and their respective officers and employees and each person who controls the Underwriter within the meaning of Section 15 of the Securities Act of 1933 (as an "Indemnified Person") from and against any losses, claims, damages or liabilities,joint or several, to which any Indemnified Person may become subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of, or are based upon, the misstatement or omission or alleged misstatement or omission to state a material fact in the Official Statement necessary to make the statements therein under the caption not misleading, and will reimburse each Indemnified Person for any legal or other expenses reasonably incurred by such Indemnified Person in investigating, defending or preparing to defend any such action or claim; provided, however, that the Member shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of, or is based upon, any untrue statement or alleged untrue statement or omission or alleged omission made in the Official Statement in reliance upon and in conformity with written information furnished by or on behalf of any Indemnified Person, or any information furnished with respect to the Underwriter specifically for inclusion therein. (ii) Promptly after receipt by an Indemnified Person under paragraph (i) of this Paragraph of notice of the commencement of any action, such Indemnified Person shall, if a claim in respect thereof is to be made against the Member under such paragraph, notify the Member in writing of the commencement thereof. In case any such action shall be brought against any Indemnified Person, and such Indemnified Person shall notify the Member of the commencement thereof, the Member shall be entitled to participate in and, to the extent that either wishes, to assume KMLYDDAN 26932 257329 6 C-4 the defense thereof, with counsel satisfactory to such Indemnified Person, and after notice from the Member to such Indemnified Person of its election so to assume the defense thereof, the Member shall not be liable to such Indemnified Person under such paragraph for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof other than reasonable costs of any investigation; provided, however, that if the named parties to any such action (including any impleaded parties) include the Indemnified Person and the Member, and the Indemnified Persons reasonably conclude that there may be one or more legal defenses available to them which are different from or additional to those available to the Member, the Indemnified Persons shall have the right to select separate counsel (acceptable to the Member) to assume such legal defense and to otherwise participate in the defense of such action on behalf of the Indemnified Persons; provided, further, however, that the Member shall not, in connection with any one such action or separate but substantially similar or related actions arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys at any point in time for the Indemnified Persons. The representations, warranties, agreements and indemnities contained herein shall survive the Closing under the Purchase Contract and any investigation made by or on behalf of the Authority or the Underwriter or any such director, officer or any such controlling person of any matters described in or related to the transactions contemplated hereby and by the Purchase Contract, the Official Statement and the Member Documents. This Letter of Representation shall be binding upon and inure solely to the benefit of the Underwriter, the Authority, the Member and any such member, officer, director or any such controlling person, and their respective personal representatives, successors and assigns, and no other person or firm shall acquire or have any right under or by virtue of this letter agreement. This Letter of Representation may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument, which shall be governed by laws of the State of California. KMLYDDAN 26982 257329 6 C-5 If the foregoing is in accordance with the understanding of the Authority and the Underwriter of the agreement between us, kindly sign and return to the Member the enclosed duplicate of this letter agreement whereupon this will constitute a binding agreement between us in accordance with the terms hereof. [Print Name of Member] By Tide: Accepted and confirmed as of the date first above written: STONE & YOUNGBERG LLC By Principal COUNTYWIDE PUBLIC FINANCING AUTHORITY By Chairman KMLYDDAN 26982 257329 6 C-6 APPENDIX D FORM OF OPINION OF AUTHORITY COUNSEL [LETTERHEAD OF AUTHORITY COUNSEL] Stone& Youngberg LLC 4350 La Jolla Village Drive Suite 840 San Diego, California 92122 Re: Countywide Public Financing Authority 1996 Revenue Bonds Ladies and Gentlemen: We have acted as Counsel to the Countywide Public Financing Authority (the "Authority"), in connection with the issuance by the Authority of the Countywide Public Financing Authority 1996 Revenue Bonds. This opinion is provided pursuant to Section 8(c) of that certain Bond Purchase Agreement, dated July 16, 1996 (the "Purchase Contract"), by and between the Authority and Stone & Youngberg LLC, as underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Contract. 1. The Authority is duly organized and validly existing as a joint exercise of powers authority under the laws of the State of California, including the Act, and the Authority has the power to enter into the Authority Documents and issue the Bonds; 2. The Official Statement has been duly approved by the Authority; 3. The resolution of the Authority approving and authorizing the issuance of the Bonds and the execution and delivery of the Authority Documents and the Official Statement has been duly adopted at a meeting of the governing body of the Authority which was called and held pursuant to law and at which a quorum was present acting throughout; 4. The Authority Documents and the Official Statement have been duly authorized, executed and delivered by the Authority and the Authority Documents constitute the legal, valid and binding obligation of the Authority, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors rights, or by the application of equitable principles if equitable remedies are sought; 5. The execution and delivery of the Authority Documents and the Official Statement and compliance with the provisions thereof under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Authority a violation or breach of, or default under, any agreement or other instrument to which the Authority is a party or by which it is bound or any existing law or regulation to which the Authority is subject; 6. No authorization, approval, consent or other order of the State of California or any other governmental authority or agency within the State of California other than the governing body of the Authority, is required for the valid authorization, execution and delivery by the Authority of the Authority Documents and the approval of the Official Statement; KMLYDDAN 26982 257329 6 D-1 7. To the best of such counsel's knowledge, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or, to such counsel's knowledge threatened, against or affecting the Authority, which would adversely impact the Authority's ability to complete the transactions described in and.contemplated by the Official Statement or in any way contesting or affecting the validity of the authority Documents of the transactions relating to the Authority's financing program as described in the Official Statement wherein an unfavorable decision, ruling or finding would adversely affect the validity and enforceability of the Authority Documents; and 8. The information contained in the Official Statement under the captions "THE AUTHORITY" and "LITIGATION" (to the extent such information therein relates to the Authority) is correct in all material respects and does not contain any untrue or misleading statement of a material fact or omit a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Respectfully submitted, KMLYDDAN 26982 257329 6 D-2 APPENDIX E FORM OF OPINION OF CITY ATTORNEY [LETTERHEAD OF CITY ATTORNEY OF EACH MEMBER] Stone & Youngberg LLC San Diego, California MBIA Insurance Corporation Armonk, New York Re: Countywide Public Financing Authority 1996 Revenue Bonds Ladies and Gentlemen: We have acted as City Attorney for to the City of (the "City"), which City is a member of the Countywide Public Financing Authority (the "Authority"), in connection with the issuance by the Authority of the Countywide Public Financing Authority 1996 Revenue Bonds. This opinion is provided pursuant to Section 8(d) of that certain Bond Purchase Agreement, dated July 16, 1996 (the "Purchase Contract"), by and between the Authority and Stdne & Youngberg LLC, as underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Contract. 1. The City is duly organized and validly existing as a [general law][chartered] city and municipal corporation of the State of California (the "State"). 2. The representations of the City set forth in (i) the Letter of Representation, (ii) the Site Lease and (iii) the Lease Agreement are, as to all matters of law, true and accurate in all material respects on and as of the date hereof as though made on such date. The Letter of Representation, Site Lease and the Lease Agreement are referred to herein as the "City Documents." 3. The resolutions adopted by the City Council of the City (the "Council") approving the City's (i) participation in the Authority, (ii) authorizing the issuance of the Bonds, and (iii) approving the execution and delivery of the City Documents were duly adopted at meetings of the Council, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout; and such resolutions are in full force and effect and have not been modified, amended or rescinded as of the date hereof. 4. The City has full right and lawful authority to execute and deliver the City Documents; the City Documents have been duly authorized, executed and delivered by the City; and the City Documents are legal, valid and binding obligations of the City enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or limiting creditors' rights generally and by the principles of equity if equitable remedies are sought. 5. The execution and delivery of the City Documents and the approval of the Official Statement and the Purchase Contract, and compliance by the City with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict KMLYDDAN 26982 287329 6 E-1 with or constitute on the part of the City a breach of or default under any agreement or other instrument applicable to or binding upon the City, or any existing law, regulation, court order or consent decree to which the City is subject. 6. The Official Statement has been duly executed and delivered on behalf of the Authority by an authorized officer of the City. 7. Except as stated in the Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending with respect to which the City , has been served with process or, to my knowledge, threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the City or the Authority, or the titles of their respective officers or the Council members or Board of Directors to their respective offices; (b) enjoin or restrain the issuance, sale and delivery of the Bonds, the delivery of the City Documents and the pledge of lease payments under the Lease Agreement or the pledge of the assets as security for the lease payments; (c) in any way question or affect any of the rights, powers, duties or obligations of the City with respect to the City Documents, the moneys and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds; (d) in any way question or affect any authority for the issuance of the Bonds, or the validity or enforceability of the Bonds or the City Documents; or (e) in any way question or affect the transactions contemplated by the Purchase Contract or the Official Statement, or any activity relating to the portion of the Project to be financed by the Bonds. 8. The information contained in the Official Statement under the captions "THE MEMBERS AND THE LEASED PREMISES," "THE PROJECT" (to the extent the matters therein relate to the Member), "LITIGATION" and "APPENDIX B - "Information Concerning Members and Description of Leased Premises" (to the extent the matters therein relate to the Member) is correct in all material respects and does not contain any untrue or misleading statement of a material fact or omit a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 9. The encumbrances set forth as exceptions to the title insurance policy obtained by the City with respect to the Leased Premises constitute "Permitted Encumbrances" as defined in the Lease Agreement, and such encumbrances do not materially impair the use of the Leased Premises and the sites thereof for the purposes for which they are, or may reasonably be expected to be, held. Respectfully submitted, IGM.YDDAN 26982 257329 6 E-2 APPENDIX F FORM OF OPINION OF COUNSEL TO TRUSTEE [LETTERHEAD OF TRUSTEE COUNSEL] Stone & Youngberg LLC 4350 La Jolla Village Drive Suite 840 San Diego, California 92122 Re: Countywide Public Financing Authority 1996 Revenue Bonds Ladies and Gentlemen: I have acted as counsel to U.S. Trust Company of California, N.A., as trustee (the "Trustee") under that certain Indenture of Trust, dated as of July 1, 1996 (the "Indenture"), by and between the Trustee and the Countywide Public Financing Authority (the "Authority"), in connection with the issuance by the Authority of its 1996 Revenue Bonds (the "Bonds"). This opinion is provided pursuant to Section 8(e) of that certain Bond Purchase Agreement, dated July 16, 1996 (the "Purchase Contract"), by and between the Authority and Stone& Youngberg LLC, as underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Contract. 1. The Trustee has been duly organized and is validly existing and in good standing as a [state banking corporation/national banking association] with full corporate power to undertake its obligations under the Indenture. 2. The Trustee has duly authorized, executed and delivered the Indenture and by all proper corporate action has authorized the acceptance of its obligations thereunder. 3. Assuming the due authorization, execution and delivery by the Authority, the Indenture constitutes the legally valid and binding agreement of the Trustee, enforceable against the Trustee in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors' rights generally. 4. The Bonds have been validly authenticated and delivered by the Trustee in accordance with the terms of the Indenture. 5. No authorization, approval, consent or other order of any governmental entity or regulatory authority having jurisdiction over the banking and trust activities of the Trustee that has not been obtained is or will be required for the valid authorization, execution and delivery of the Indenture by the Trustee or the performance by the Trustee of its obligations under the Indenture. 6. The execution and delivery of the Indenture, and compliance with the provisions thereof, will not conflict with or constitute a breach of or default under, the Trustee's duties or obligations under any law, administrative regulation, court decree, resolution, charter, by- laws, agreement, instrument or commitment applicable to or binding upon the Trustee. Respectfully submitted, KMLYDDAN 26982 257329 6 F-1 APPENDIX G FORM OF CLOSING CERTIFICATE OF TRUSTEE The undersigned, on behalf of U.S. Trust Company of California, N.A. (the "Trustee"), hereby makes the following certifications pursuant to Section 8(g) of the Bond Purchase Agreement, dated July 16, 1996 (the "Purchase Contract"), by and between the Countywide Public Financing Authority (the "Authority") and Stone& Youngberg LLC, as underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Contract. 1. I am a duly authorized officer of the Trustee and as such I am familiar with the facts herein certified and authorized and qualified to certify the same. 2. The Trustee has been duly organized and is validly existing and in good standing as a [state banking corporation/national banking association] with full corporate power to undertake its obligations under the Indenture. 3. The Trustee has duly authorized, executed and delivered the Indenture and by all proper corporate action has authorized the acceptance of its obligations thereunder. 4. The Bonds have been validly authenticated and delivered by the Trustee in accordance with the terms of the Indenture. 5. Pursuant to the Indenture, the Trustee will apply the proceeds from the Bonds to the purposes specified in the Indenture. 6. No authorization, approval, consent or other order of any governmental entity or regulatory authority having jurisdiction over the banking and trust activities of the Trustee that has not been obtained is or will be required for the valid authorization, execution and delivery of the Indenture by the Trustee or the performance by the Trustee of its obligations under the Indenture. 7. The execution and delivery of the Trustee Agreement, and compliance with the provisions thereof, will not conflict with or constitute a breach of or default under, the Trustee's duties or obligations under any law, administrative regulation, court decree, resolution, charter, by- laws, agreement, instrument or commitment applicable to or binding upon the Trustee. 8. The Trustee is duly authorized to accept the obligations created by the Indenture and to authenticate the Bonds pursuant to the terms thereof, and the Trustee has authenticated and delivered the Bonds in accordance with the terms of the Indenture. Dated: [Closing Date] By: Title: KMLYDDAN 26962 257329 6 G-1 APPENDIX H FORM OF CLOSING CERTIFICATE OF AUTHORITY The undersigned, on behalf of the Countywide Public Financing Authority (the "Authority"), hereby makes the following certifications pursuant to Section 8(n) of the Bond Purchase Agreement, dated July 16, 1996 (the "Purchase Contract"), by and between the Authority and Stone & Youngberg LLC, as underwriter. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Contract. 1. The undersigned is the duly elected or appointed Treasurer of the Authority and, as such, is familiar with the facts herein certified and is authorized to certify the same on behalf of the Authority. 2. The Authority is a public body corporate and politic, duly organized and validly existing under the laws of the State of California. 3. The Authorizing Resolutions are in full force and effect and have not been amended, modified, repealed or rescinded in any manner as of the date hereof. 4. The Authority has all necessary power and authority to authorize and issue the Bonds and to execute, deliver and perform its obligations under each of the Authority Documents. 5. The Authority has, by all necessary action, duly approved and authorized the execution and delivery of the Official Statement, and has, by all necessary action, duly approved and authorized the execution and delivery of, and the performance by the Authority of its obligations contained in, the Authority Documents. 6. The Bonds and the Authority Documents have been duly executed and delivered by the Authority and, assuming due authorization, execution and delivery by the other parties thereto, constitute legally valid and binding agreements of the Authority. 7. The Authority has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the date hereof under the Authority Documents, and the representations, agreements and warranties of the Authority contained in the Authority Documents are true and correct in all material respects as if made as of the date hereof. 8. The Authority has no knowledge or reason to believe that the information in the Official Statement concerning the Authority contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 9. To the best knowledge of the undersigned there is no action, suit, proceeding, inquiry or investigation before or by any court, public board or body pending or threatened against or affecting the Authority wherein an unfavorable decision, ruling or finding would restrain or enjoin the issuance, sale, execution or delivery of the Bonds or in any way contest or adversely affect (i) the validity of the Bonds, (ii) the validity of the proceedings of the Authority taken with respect to the issuance or sale of the Bonds, (iii) the pledge or application of any moneys or securities provided for the payment of the Bonds, (iv) the existence or powers of the Authority or the title of any officers of the Authority to their respective positions, (v) the validity or enforceability of, or the authority or ability of the Authority to perform its obligations under, Authority Documents or any other agreement KM:LYDDAN 26982 257329 6 H-1 or instrument to which the Authority is a party and which has been or will be executed in connection with the consummation of the transactions contemplated by the foregoing documents, or (vi) the transactions contemplated to be performed by the Authority in the Official Statement. Dated: July 31, 1996 COUNTYWIDE PUBLIC FINANCING AUTHORITY By: Treasurer KMLYDDAN 26982 257329 6 H-2