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HomeMy WebLinkAbout1980-249 San Bernardino 60,005-39-2 RESOLUTION NO. _ RESOLUTION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING A CERTAIN BOND PURCHASE AGREEMENT IN CONNECTION WITH THE ISSUANCE OF ITS SINGLE FAMILY RESI- DENTIAL MORTGAGE REVENUE BONDS, 1980 SERIES A WHEREAS, the City of San Bernardino, California (the "City") , intends to issue Revenue Bonds pursuant to Ordinance No . 3853 approved by the Mayor and Common Council of the City on August 25 , 1979 , including any amendments thereto, providing for the issuance of mortgage revenue bonds pursuant to the City Charter powers of the City designated "$41,625 ,000 City of San Bernardino, Single Family Residential Mortgage Revenue Bonds, 1980 Series A" (the "Bonds") ; and WHEREAS, it is necessary for the City to approve a Bond Purchase Agreement with Miller & Schroeder Municipals, Inc. (the "Underwriter") , for the purchase of the Bonds at this time; and WHEREAS, it is in the best interests of the City that the Bond Purchase Agreement establish maximum interest rates on the Bonds in the event that the City is able to obtain more favorable interest rates from further discus- sions with the Underwriter from the date hereof to the date of delivery of the Bonds . A203-16 (ds) .— 6/11/80 San Bernardino 60 ,005-39-1 NOW, THEREFORE, THE CITY OF SAN BERNARDINO, CALIFORNIA, DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS : Section 1. Approval. The City hereby approves the Bond Purchase Agreement dated June 16 , 1980 , attached hereto as Exhibit "A" , between the City and the Underwriter, and authorizes and directs the Mayor and the City Clerk to execute the Bond Purchase Agreement on the date hereof after approval of same as to legal form and adequacy by the City Attorney, and the City Clerk shall affix the seal of the City thereto . Section 2 . Further Authorization. The City Clerk is hereby further authorized and directed to change the interest rates on and/or the principal amounts of the Bonds if such action, upon recommendation and appro- val of the Underwriter, results in a lower net interest cost to the City on the Bonds, since the interest rates as referenced in the Bond Purchase Agreement, although they are belived to be accurate, are intended to serve as maximums in the event that market conditions warrant such a change. Section 3 . Cost of Issuance . That all costs of issuance of the Bonds are hereby authorized to be paid in conformity with the contracts and agreements relating -2- A203-17 (ds) 6/11/80 San Bernardino 60 ,005-39-3 thereto, and the payments of the various items of such costs as the same are approved by the Project Coordinator are hereby authorized, and to the maximum extent possible, shall be made at the time of delivery of the Bonds on June 25, 1980 , or on such other delivery date as may be agreed upon by the City and the Underwriter. Such costs include , but shall not be limited to: the costs of securing the rating on the Bonds; costs of bond printing and the printing of other documents, including the Official Statement; the services of Underwriter's Counsel; the services of Bond Counsel and Special Tax Counsel to the City under the existing Agreement with the Redevelop- ment Agency which is hereby assigned to the City with the fee to be computed on the basis of one-half percent of the amount of the bonds issued, plus out-of-pocket expenses; and the costs of the housing and market feasibility study . I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a gr eeting thereof, held on the / day of , 1980, by the following vote, to-wit: -3- A235-1 (ds) 6/13/80 San Bernardino 60 ,005-39-3 AYES: Councilmen NAYS: ABSENT: City Clerk The foregoing resolut ' is hereby approved this day of , 980 . ayor tKe City of gan Bernardino Approved as to form: CItif Atto ey -4- A235-2 (ds) 6/13/80 CITY OF SAN BERNARDINO, CALIFORNIA SINGLE FAMILY RESIDENTIAL MORTGAGE REVENUE BONDS 1980 SERIES A BOND PURCHASE AGREEMENT City of San Bernardino, California 300 North D Street San Bernardino, California 92418 Gentlemen : The undersigned , Miller & Schroeder Municipals , Inc. (hereinafter called the "Manager") , acting on behalf of themselves and other underwriters on a list attached as Appendix I as may from time to time be changed by the Manager at or prior to Closing (as hereinafter defined) (the Manager and such other underwriters being herein collectively called the "Underwriters") , offer to enter into the following agreement with you (the "City") which, upon your accep- tance of this offer , will be binding upon you and upon the Underwriters. The Manager need not advise you of any change in such list but in no event shall the Manager be eliminated from such list. This offer is made subject to your acceptance of this Bond Purchase Agreement on or before 10: 00 P.M. San Bernardino Time, June 16, 1980. You have heretofore delivered to us, the Preliminary Official Statement of the City dated June 11, 1980; such Preliminary Official Statement, including the Exhibits thereto, as amended to conform to the terms of this Bond Purchase Agreement and with such other changes and amendments as are agreeable to you and the Underwriters is here- inafter called the "Official Statement" . 1. Purchase, Closing and Expenses Purchase Obligation. Upon the terms and conditions set forth herein and upon the basis of the representations, warranties and covenants set forth herein, the Underwriters, jointly and sever- ally, hereby agree to purchase from you and you hereby agree to sell to the Underwriters , jointly and severally, aggregate principal amount of Single Family Residential Mortgage Revenue Bonds, 1980 Series A (the "Bonds") maturing and bearing interest at the rate or rates and having the initial offering price or prices as set forth on the cover page of the Official Statement. The aggregate purchase price of the Bonds shall be S 3`1, SY3,�5`' ( 99-%9-% of the aggregate principal amount thereof) plus accrued interest to the date of deliv- ery of the Bonds. The Underwriters shall pay for the Bonds at the Closing (as that term is defined herein) by a certified or official bank check payable in Federal Funds , and said check shall be made payable to the order of the City. The Closing will be held at the office of Security Pacific National Bank, 333 S. Hope St., Los Angeles, California at 10:00 A.M. local time June 25, 1980, or at such other date , time and place as may be agreed upon by the parties hereto. The Bonds shall be deliv- ered to the Underwriters at the Closing in definitive coupon form in the denomination of $5,000 each or in definitive fully registered form in denominations of $5,000 or any whole multiple thereof, or as any combination thereof in authorized denominations as the Underwriters may designate. Expenses. All expenses and costs to effect the authoriza- tion , preparation , issuance , delivery , and sale of the Bonds ( including , without limitation, the fees and disbursements of Bond Counsel , counsel to the City and counsel to the Underwriters, and the expenses and costs for the preparation, printing, photocopying , exe- cution and delivery of the Bonds , the Official Statement , the Resolution and Series A Resolution, dated June 16, 1980 and June 16, 1980, respectively (collectively, the "Resolutions") , of the Mayor and Common Council of the City authorizing the issuance of the Bonds, the Agreement (hereinafter defined) , this Bond Purchase Agreement and all other agreements and documents contemplated hereby) shall be paid from moneys available therefor in the Issuance Expense Account cre- ated pursuant to the Resolutions out of the proceeds of the Bonds. Such costs shall not constitute nor give rise to a pecuniary liabil- ity of the City or a charge against your general credit or taxing powers . 2. Representations and Covenants of the City (a) You understand that the Underwriters will make a public offering of the Bonds in reliance upon the information contained in the Of_icial Statement and upon the representations and conditions therein and herein set forth. You hereby authorize the distribution of the Official Statement by the Underwriters in connection with the public offering and sale of the Bonds and such other documents referred to therein as may be desirable for distribution. (b) You hereby represent and warrant to the Underwriters that : (i) The City is a municipal corporation duly orga- nized and existing under the Constitution and laws of the State of California and is duly authorized under its home rule powers to issue the Bonds to fund mortgage loans for residential housing units (the "Mortgage Loans") made to persons pursuant to the Mortgage Loan-Purchase Agreement, and the Mortgage Servicing Agreement (collectively, the "Agreements") , between a qualified mortgage lending insti- tution (the "Qualified Mortgage Lender" ) on the one hand, and the City, on the other , and to pledge and assign the instruments relating to the Mortgage Loans and the payments to be received pursuant thereto and its rights and interests in the Agreements as security for the payment of -2- the principal of , premium, if any, and interest on the Bonds; ( ii) The City has complied with all provisions of the Constitution and laws of the State of California, in con- nection with the issuance of the Bonds and has full power and authority to consummate all transactions contemplated by this Bond Purchase Agreement, the Bonds, the Resolutions and the Agreements; ( iii) The City has duly authorized all necessary action to be taken by it for: (1) the issuance and sale of the Bonds upon the terms set forth in the Resolutions and in the Agreements including the adoption of an ordinance on August 25 , 1979 and amendments subsequent thereto (the "Bond Ordinance") ; (2) the adoption of the Resolutions pro- viding for the issuance of and security for the Bonds ( including the pledge and assignment by the City of the Pledged Revenues relating to the Mortgage Loans and amounts to be received pursuant thereto) and appointing the Trustee , and the Paying Agent under the Resolution; (3) the execution and delivery of the Official Statement; (4) the origination and servicing of the Mortgage Loans pursuant to the Agreements; (5) the execution, delivery, receipt and due performance of this Bond Purchase Agreement and the Bonds ; and (6) the carrying out, giving effect to and con- summation of the transactions contemplated hereby and by the Resolutions , and the Agreements ; ( iv) There is no action , controversy, suit, proceed- ing , inquiry or investigation or other proceeding of any kind at law or in equity or before or by any court, public board or body pending or , to the best of our knowledge , threatened , against or affecting the City or any officer of the City in his official capacity wherein an unfavorable decision , ruling or finding would adversely affect the transactions contemplated hereby or the validity of the Bonds, the Resolutions, the Agreements, this Bond Purchase Agreement , the Bond Ordinance or any agreement or instru- ment to which the City is a party and which is used or con- templated for use in the consummation of the transactions contemplated hereby; (v) The City is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or in breach of or default under any applicable judgment or decree or any loan agreement, note , resolution , ordinance, agreement or other instrument to which the City is a party or is otherwise subject in any manner relating to or affecting the transac- tions contemplated hereby; and the execution and delivery of the Bonds , the Agreements, the Bond Purchase Agreement and the adoption of the Bond Ordinance and the Resolutions -3- and compliance with the provisions thereof , will not conflict with or constitute on the City's part a breach of or a default under any existing law, court or administra- tive regulation, decree or order or any agreement, inden- ture , mortgage, lease or other instrument to which it is subject or by which it is bound; (vi) All approvals, consents and orders of any gov- ernmental authority, board , agency or commission having jurisdiction which would constitute a condition precedent to the performance by the City of its obligations hereunder and under the Bond Ordinance, the Resolutions, the Bonds and the Agreements have been or will be obtained; (vii) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifica- tion may not be relied upon; and (viii) The information with respect to the City ( including , without limitation , the information with respect to the Single Family Residential Mortgage Program of the City) contained in the Official Statement did not, and does not , contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein , in light of the circumstances under which they were made , not misleading as of the date hereof. 3. Conditions of the Underwriters' Obligations The obligation of the Underwriters to purchase the Bonds is subject to the fulfillment of the following conditions at or before the Closing . Should the following conditions not be fulfilled in respect of the Bonds, the obligations of the Underwriters under this Bond Purchase Agreement shall terminate and neither the City nor the Underwriters shall have any further obligation hereunder . (a) The City' s representations contained in Section 2 hereof shall be true at and as of the time of the Closing and shall be confirmed at the Closing by certificates , in form and substance satisfactory to the Underwriters. (b) There shall be delivered to the Underwriters at or prior to the Closing duly executed or certified copies of the Official Statement, duly certified copies of the Resolutions, the Agreements and the Bond Ordinance and evidence satisfactory to the Underwriters as to the insurance coverage described in the Official Statement . (c) The City shall not have defaulted in the performance of any of its covenants or obligations hereunder. - -4- (d) The Underwriters shall receive at the Closing : ( i ) A final , unqualified approving opinion of James Warren Beebe, A Law Corporation, as Bond Counsel , dated the date of the Closing , with respect to the validity of the Bonds and the exemption of interest thereon from present Federal income taxes; ( ii) A supplemental opinion of Bond Counsel to the effect that ( i) the information contained in the Official Statement under "The Series A Bonds," "Security for the Series A Bonds" "The General Resolution," "Tax Exemption," " Pending Federal Legislation on Tax Exemption" and "Approval of Legality," does not contain any untrue or mis- leading statement of a material fact and does not omit to state any material fact necessary to make the statements therein , in light of the circumstances under which they were made , not misleading and ( ii) this Bond Purchase Agreement has been duly authorized, executed and delivered by the City and constitutes a valid and binding obligation of the City, in accordance with its terms; ( iii ) A supplemental opinion of Bond Counsel that there is no legislation receiving active consideration by the United States Congress that , if enacted, will affect the tax exemption of the Bonds; (iv) The favorable opinion of the City Attorney sat- isfactory to Bond Counsel and the Underwriters; (v) Favorable opinions of Counsel to the Qualified Mortgage Lender in form satisfactory to Bond Counsel and the Underwriters and their counsel; (vi) A report of an independent certified public accountant , satisfactory in form and substance to the Underwriters , as to the matters set forth under "Certain Verifications" in the Official Statement; (vii ) Evidence that Standard & Poor' s Corporation has issued a rating for the Bonds which is not lower than the rating set forth in the Official Statement; and (viii) Such additional certificates and other documents as the Underwriter and its counsel may reasonably request to evidence performance of or compliance with the provi- sions hereof and the transactions contemplated hereby and by the Official Statement, all such certificates and other documents to be satisfactory in form and substance to the Underwriters and its counsel . -5- 4. Events Permitting the Underwriters to Terminate The Underwriters may terminate their obligation to purchase the Bonds at any time before the Closing if any of the following should occur : (a) (i) Legislation shall have been enacted by the Congress of the United States , or recommended to the Congress for passage by the President of the United States or favorably reported for passage to either House of the Congress by any Committee of such House, or ( ii) a decision shall have been rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, or ( iii) an order, ruling or regulation shall have been issued or proposed by or on behalf of the Treasury Department of the United States or the Internal Revenue Service or any other agency of the United States , or ( iv) a release or official statement shall have been issued by the President of the United States or by the Treasury Department of the United States or by the Internal Revenue Service, the effect of which in any such case described in clauses ( i) , ( ii) , ( iii) or ( iv) would be to impose, directly or indirectly, Federal income taxation upon interest received on obligations of the general character of the Bonds in such a manner as in the judgment of the Underwriters would materially impair the marketability or materi- ally reduce the market price of obligations of the general character of the Bonds. (b) Any action shall have been taken by the Securities and Exchange Commission or by a court which would require registration of any security under the Securities Act of 1933, as amended , or the Securities Exchange Act of 1934, as amended, or qualification of the Resolutions under the Trust Indenture Act of 1939, as amended , in connection with the public offering of the Bonds, or any action shall have been taken by any court or by any governmental authority sus- pending the use of the Preliminary Official Statement or the Official Statement , or any amendment or supplement thereto, or any proceeding for that purpose shall have been initiated or threatened in any such court or by any such authority. (c) (i) A general suspension of trading in securities shall have occurred on the New York Stock Exchange , or ( ii) the United States shall have become engaged in hostilities which have resulted in the declaration , on or after the date of this Bond Purchase Agreement, of a national emergency or war , the effect of which, in either case described in clauses (i) or (ii) , is, in the judgment of the Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Bonds on the terms and in the manner contemplated in this Bond Purchase Agreement and the Official Statement. (d) A general banking moratorium shall have been declared by authorities of the United States, the State of New York or the State of California . -6- (e) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of California , or a decision by any court, of competent jurisdiction within the State of California shall be rendered which in the opinion of the Underwriters, materially adversely affects the market price of the Bonds. (f) Any event or condition shall have occurred which, in the judgment of the Underwriter or its counsel renders untrue or incorrect, in any material respect as of the time to which the same purports to relate , the information contained in the Official Statement, or which requires that information not reflected in such Official Statement should be reflected therein in order to make the statements and information contained therein not misleading in any material respect as of such time . 5. Notices and Other Actions All notices, demands and formal actions hereunder will be in writing , mailed , telegraphed or delivered to : The City: The Manager : CITY CLERK and REDEVELOPMENT MILLER & SCHROEDER MUNICIPALS, AGENCY (PROJECT COORDINATOR) INC. City of San Bernardino 505 Lomas Santa Fe Drive 300 North D Street Solana Beach, CA 92075 San Bernardino, CA 92418 Bond Counsel : James Warren Beebe A Law Corporation Suite 1892 Crocker Bank Plaza 611 West Sixth Street Los Angeles, California 90017 -7- z e 6. Miscellaneous This Bond Purchase Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original , but all such counterparts shall together constitute one and the same instrument. This Bond Purchase Agreement will inure to the benefit of and be binding upon the parties and their successors, and will not confer any rights upon any other person. All representations and agreements in this Bond Purchase Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Bonds . Time shall be of the essence of this Bond Purchase Agreement. The validity, interpretation and performance of this Bond Purchase Agreement shall be- governed by the laws of the State of California . MILLER & SCHROEDER MUNICIPALS, INC. as Manager CITY OF SAN BERNARDINO, CALIFORNIA By : Mayor Attest : (SEAL) (SEAL) Approved as to Form: By City Attorney -8- '2�i - aye $ yl, ��S,00d CITY OF SAN BERNARDINO, CALIFORNIA SINGLE FAMILY RESIDENTIAL MORTGAGE REVENUE BONDS 1980 SERIES A BOND PURCHASE AGREEMENT City of San Bernardino, California 300 North D Street San Bernardino, California 92418 Gentlemen : The undersigned , Miller & Schroeder Municipals , Inc. (hereinafter called the "Manager") , acting on behalf of themselves and other underwriters on a list attached as Appendix I as may from time to time be changed by the Manager at or prior to Closing (as hereinafter defined) (the Manager and such other underwriters being herein collectively called the "Underwriters") , offer to enter into the following agreement with you (the "City") which, upon your accep- tance of this offer , will be binding upon you and upon the Underwriters. The Manager need not advise you of any change in such list but in no event shall the Manager be eliminated from such list. This offer is made subject to your acceptance of this Bond Purchase Agreement on or before 10: 00 P.M. San Bernardino Time, June 16, 1980 . You have heretofore delivered to us, the Preliminary Official Statement of the City dated June 11, 1980; such Preliminary Official Statement, including the Exhibits thereto, as amended to conform to the terms of this Bond Purchase Agreement and with such other changes and amendments as are agreeable to you and the Underwriters is here- inafter called the "Official Statement" . 1. Purchase, Closing and Expenses Purchase Obligation. Upon the terms and conditions set forth herein and upon the is of the representations, warranties and covenants set forth herein, the Underwriters, jointly and sever- ally, hereby agree to purchase from you and you hereby agree to sell to the Underwriters , jointly and severally, $ y�G)S, 000 aggregate principal amount of Single Family Residential Mortgage Revenue Bonds, 1980 Series A (the "Bonds") maturing and bearing interest at the rate or rates and having the initial offering price or prices as set forth on the cover page of the Official Statement. The aggregate purchase price of the Bonds shall be $ 3 q,s,f3,7S0 (clS" % of the aggregate principal amount thereof) plus accrued interest to the date of deliv- ery of the Bonds. The Underwriters shall pay for the Bonds at the Closing (as that term is defined herein) by a certified or official bank check payable in Federal Funds, and said check shall be made payable to the order of the City. The Closing will be held at the office of Security Pacific National Bank, 333 S. Hope St., Los Angeles, California at 10:00 A.M. local time June 25, 1980, or at such other date , time and place as '• may be agreed upon by the parties hereto. The Bonds shall be deliv- ered to the Underwriters at the Closing in definitive coupon form in the denomination of $5,000 each or in definitive fully s egistered form in denominations of $5,000 or any whole multiple thereof, or as any combination thereof in authorized denominations as the Underwriters may designate . Expenses. All expenses and costs to effect the authoriza- tion , preparation , issuance , delivery , and sale of the Bonds (including , without limitation, the fees and disbursements of Bond Counsel , counsel to the City and counsel to the Underwriters, and the expenses and costs for the preparation, printing, photocopying, exe- cution and delivery of the Bonds , the Official Statement , the Resolution and Series A Resolution, dated June 16, 1980 and June 16, 1980, respectively (collectively, the "Resolutions") , of the Mayor and Common Council of the City authorizing the issuance of the Bonds, the Agreement (hereinafter defined) , this Bond Purchase Agreement and all other agreements and documents contemplated hereby) shall be paid from moneys available therefor in the Issuance Expense Account cre- ated pursuant to the Resolutions out of the proceeds of the Bonds. Such costs shall not constitute nor give rise to a pecuniary liabil- ity of the City or a charge against your general credit or taxing powers . 2. Representations and Covenants of the City (a) You understand that the Underwriters will make a public offering of the Bonds in reliance upon the information contained in the Official Statement and upon the representations and conditions therein and herein set forth. You hereby authorize the distribution of the Official Statement by the Underwriters in connection with the public offering and sale of the Bonds and such other documents referred to therein as may be desirable for distribution . (b) You hereby represent and warrant to the Underwriters that : (i) The City is a municipal corporation duly orga- nized and existing under the Constitution and laws of the State of California and is duly authorized under its home rule powers to issue the Bonds to fund mortgage loans for residential housing units (the "Mortgage Loans") made to persons pursuant to the Mortgage Loan-Purchase Agreement, and the Mortgage Servicing Agreement (collectively, the "Agreements") , between a qualified mortgage lending insti- tution (the "Qualified Mortgage Lender") on the one hand, and the City, on the other , and to pledge and assign the instruments relating to the Mortgage Loans and the payments to be received pursuant thereto and its rights and interests in the Agreements as security for the payment of -2- the principal of , premium, if any, and interest on the Bonds; ( ii) The City has complied with all provisions of the Constitution and laws of the State of California, in con- nection with the issuance of the Bonds and has full power and authority to consummate all transactions contemplated by this Bond Purchase Agreement, the Bonds, the Resolutions and the Agreements; (iii) The City has duly authorized all necessary action to be taken by it for: (1) the issuance and sale of the Bonds upon the terms set forth in the Resolutions and in the Agreements including the adoption of an ordinance on August 25 , 1979 and amendments subsequent thereto (the "Bond Ordinance") ; (2) the adoption of the Resolutions pro- viding for the issuance of and security for the Bonds ( including the pledge and assignment by the City of the Pledged Revenues relating to the Mortgage Loans and amounts to be received pursuant thereto) and appointing the Trustee , and the Paying Agent under the Resolution; (3) the execution and delivery of the Official Statement; (4) the origination and servicing of the Mortgage Loans pursuant to the Agreements; (5) the execution, delivery, receipt and due performance of this Bond Purchase Agreement and the Bonds ; and (6) the carrying out, giving effect to and con- summation of the transactions contemplated hereby and by the Resolutions , and the Agreements; ( iv) There is no action , controversy, suit, proceed- ing , inquiry or investigation or other proceeding of any kind at law or in equity or before or by any court, public board or body pending or , to the best of our knowledge , threatened , against or affecting the City or any officer of the City in his official capacity wherein an unfavorable decision , ruling or finding would adversely affect the transactions contemplated hereby or the validity of the Bonds, the Resolutions, the Agreements, this Bond Purchase Agreement , the Bond Ordinance or any agreement or instru- ment to which the City is a party and which is used or con- templated for use in the consummation of the transactions contemplated hereby; (v) The City is not in breach of or default under any applicable law or administrative regulation of the State of California or the United States or in breach of or default under any applicable judgment or decree or any loan agreement, note , resolution , ordinance, agreement or other instrument to which the City is a party or is otherwise subject in any manner relating to or affecting the transac- tions contemplated hereby; and the execution and delivery of the Bonds, the Agreements , the Bond Purchase Agreement and the adoption of the Bond Ordinance and the Resolutions -3- and compliance with the provisions thereof , will not conflict with or constitute on the City's part a breach of or a default under any existing law, court or administra- tive regulation, decree or order or any agreement, inden- ture , mortgage, lease or other instrument to which it is subject or by which it is bound; (vi) All approvals, consents and orders of any gov- ernmental authority, board , agency or commission having jurisdiction which would constitute a condition precedent to the performance by the City of its obligations hereunder and under the Bond Ordinance , the Resolutions, the Bonds and the Agreements have been or will be obtained; (vii) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifica- tion may not be relied upon; and (viii) The information with respect to the City ( including , without limitation , the information with respect to the Single Family Residential Mortgage Program of the City) contained in the Official Statement did not, and does not , contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein , in light of the circumstances under which they were made , not misleading as of the date hereof. 3. Conditions of the Underwriters' Obligations The obligation of the Underwriters to purchase the Bonds is subject to the fulfillment of the following conditions at or before the Closing . Should the following conditions not be fulfilled in respect of the Bonds, the obligations of the Underwriters under this Bond Purchase Agreement shall terminate and neither the City nor the Underwriters shall have any further obligation hereunder . (a) The City' s representations contained in Section 2 hereof shall be true at and as of the time of the Closing and shall be confirmed at the Closing by certificates , in form and substance satisfactory to the Underwriters. (b) There shall be delivered to the Underwriters at or prior to the Closing duly executed or certified copies of the Official Statement, duly certified copies of the Resolutions, the Agreements and the Bond Ordinance and evidence satisfactory to the Underwriters as to the insurance coverage described in the Official Statement . (c) The City shall not have defaulted in the performance of any of its covenants or obligations hereunder. -4- (d) The Underwriters shall receive at the Closing : ( i) A final , unqualified approving opinion of James Warren Beebe, A Law Corporation, as Bond Counsel , dated the date of the Closing , with respect to the validity of the Bonds and the exemption of interest thereon from present Federal income taxes; ( ii) A supplemental opinion of Bond Counsel to the effect that ( i) the information contained in the Official Statement under "The Series A Bonds," "Security for the Series A Bonds" "The General Resolution," "Tax Exemption," " Pending Federal Legislation on Tax Exemption" and "Approval of Legality," does not contain any untrue or mis- leading statement of a material fact and does not omit to state any material fact necessary to make the statements therein , in light of the circumstances under which they were made , not misleading and ( ii) this Bond Purchase Agreement has been duly authorized, executed and delivered by the City and constitutes a valid and binding obligation of the City, in accordance with its terms; ( iii) A supplemental opinion of Bond Counsel that there is no legislation receiving active consideration by the United States Congress that , if enacted , will affect the tax exemption of the Bonds; (iv) The favorable opinion of the City Attorney sat- isfactory to Bond Counsel and the Underwriters; (v) Favorable opinions of Counsel to the Qualified Mortgage Lender in form satisfactory to Bond Counsel and the Underwriters and their counsel ; (vi ) A report of an independent certified public accountant , satisfactory in form and substance to the Underwriters , as to the matters set forth under "Certain Verifications" in the Official Statement; (vii ) Evidence that Standard & Poor's Corporation has issued a rating for the Bonds which is not lower than the rating set forth in the Official Statement; and (viii) Such additional certificates and other documents as the Underwriter and its counsel may reasonably request to evidence performance of or compliance with the provi- sions hereof and the transactions contemplated hereby and by the Official Statement, all such certificates and other documents to be satisfactory in form and substance to the Underwriters and its counsel . -5- 4. Events Permitting the Underwriters to Terminate The Underwriters may terminate their obligation to purchase the Bonds at any time before the Closing if any of the following should occur : (a) (i) Legislation shall have been enacted by the Congress of the United States , or recommended to the Congress for passage by the President of the United States or favorably reported for passage to either House of the Congress by any Committee of such House, or (i i) a decision shall have been rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, or ( iii) an order, ruling or regulation shall have been issued or proposed by or on behalf of the Treasury Department of the United States or the Internal Revenue Service or any other agency of the United States , or ( iv) a release or official statement shall have been issued by the President of the United States or by the Treasury Department of the United States or by the Internal Revenue Service, the effect of which in any such case described in clauses ( 1) , (ii) , (iii) or (iv) would be to impose, directly or indirectly, Federal income taxation upon interest received on obligations of the general character of the Bonds in such a manner as in the judgment of the Underwriters would materially impair the marketability or materi- ally reduce the market price of obligations of the general character of the Bonds. (b) Any action shall have been taken by the Securities and Exchange Commission or by a court which would require registration of any security under the Securities Act of 1933, as amended , or the Securities Exchange Act of 1934, as amended, or qualification of the Resolutions under the Trust Indenture Act of 1939, as amended , in connection with the public offering of the Bonds, or any action shall have been taken by any court or by any governmental authority sus- pending the use of the Preliminary Official Statement or the Official Statement , or any amendment or supplement thereto, or any proceeding for that purpose shall have been initiated or threatened in any such court or by any such authority. (c) (i) A general suspension of trading in securities shall have occurred on the New York Stock Exchange, or ( ii) the United States shall have become engaged in hostilities which have resulted in the declaration , on or after the date of this Bond Purchase Agreement, of a national emergency or war , the effect of which, in either case described in clauses (i) or (ii) , is, in the judgment of the Underwriters, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Bonds on the terms and in the manner contemplated in this Bond Purchase Agreement and the Official Statement. (d) A general banking moratorium shall have been declared by authorities of the United States , the State of New York or the State of California . _ -6- (e) Any legislation, ordinance, rule or regulation shall be Introduced in, or be enacted by any governmental body, department or agency in the State of California , or a decision by any court, of competent jurisdiction within the State of California shall be rendered which in the opinion of the Underwriters, materially adversely affects the market price of the Bonds . (f) Any event or condition shall have occurred which, in the judgment of the Underwriter or its counsel renders untrue or Incorrect, in any material respect as of the time to which the same purports to relate , the information contained in the Official Statement, or which requires that information not reflected in such Official Statement should be reflected therein in order to make the statements and information contained therein not misleading in any material respect as of such time. 5. Notices and Other Actions All notices, demands and formal actions hereunder will be in writing , mailed , telegraphed or delivered to : The City: The Manager : CITY CLERK and REDEVELOPMENT MILLER & SCHROEDER MUNICIPALS, AGENCY (PROJECT COORDINATOR) INC. City of San Bernardino 505 Lomas Santa Fe Drive 300 North D Street Solana Beach, CA 92075 San Bernardino, CA 92418 Bond Counsel : James Warren Beebe A Law Corporation Suite 1892 Crocker Bank Plaza 611 West Sixth Street Los Angeles, California 90017 -7- 6. Miscellaneous This Bond Purchase Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original , but all such counterparts shall together constitute one and the same instrument. This Bond Purchase Agreement will inure to the benefit of and be binding upon the parties and their successors, and will not confer any rights upon any other person. All representations and agreements in this Bond Purchase Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Bonds . Time shall be of the essence of this Bond Purchase Agreement. The validity, interpretation and performance of this Bond Purchase Agreement shall be governed by the laws of the State of California . MILLER & SCHROEDER MUNICIPALS, INC. as Manager CITY OF SAN BERNARDINO, CALIFORNIA B or Attest : (/.^( '14'L z"' ��l�zl (SEAL) (SEAL) Approved as to Form: By ty Attorney -8-