HomeMy WebLinkAbout0001_7_Lease Revenue Bonds, Series 2016A - Exhibit F Bond Purchase Agreement1
$_________
LAKE ELSINORE FACILITIES FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2016A
BOND PURCHASE AGREEMENT
_________, 2016
Lake Elsinore Facilities Financing Authority
130 S. Main Street
Lake Elsinore, California 92530
City of Lake Elsinore
130 S. Main Street
Lake Elsinore, California 92530
Ladies and Gentlemen:
Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) hereby offers to enter into
this Bond Purchase Agreement with you, the City of Lake Elsinore (the “City”) and the Lake
Elsinore Facilities Financing Authority (the “Authority”), for the purchase by the Underwriter and
the delivery by you of the Bonds specified below. The Bonds are being issued by the Authority to
(i) finance the acquisition, construction and installation of certain capital improvements owned by
the City, (ii) purchase a municipal bond insurance policy (the “Bond Insurance Policy”) to
guarantee payment of the principal of and interest on the Bondsissued by ________ (the “Insurer”)
(iii) purchase a debt service reserve surety bond for deposit in the reserve fund (the “Reserve
Policy”) and (iv) pay the costs incurred in connection with the issuance of the Bonds. This offer
is made subject to acceptance by you prior to 11:59 p.m., Los Angeles time, on the date hereof.
Upon such acceptance, this Bond Purchase Agreement shall be in full force and effect in
accordance with its terms and shall be binding upon you and the Underwriter. All terms not
defined herein shall have the meanings set forth in the Indenture (defined below).
1.Purchase and Sale. Upon the terms and conditions and upon the basis of the
representations, warranties and agreements hereinafter set forth, the Underwriter agrees to
purchase from the Authority, and the Authority agrees to sell to the Underwriter, all (but not less
than all) of the $_______ aggregate principal amount of the Authority’s Lease Revenue Bonds,
Series 2016A (the “Bonds”). The purchase price for the Bonds shall be $_______ (being the
principal amount of the Bonds, less an Underwriter’s discount in the amount of $_______, and
plus net original issue premium of $________). At the request of the Authority, on the date of
Closing (as defined herein) the Underwriter will wire the Reserve Policy premium of $_____ to
the Insurer and the Bond Insurance Policy of $________ to the Insurer. As a result, the net amount
to be wired to the Authority as the purchase price for the Bonds will be $________.
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The Bonds will be dated the date of delivery thereof, and will have the maturities and bear
interest at the rates set forth on Exhibit A hereto. The Bonds will be subject to redemption as set
forth in the Official Statement herein described. The Bonds will be issued in book-entry form
only. It is anticipated that CUSIP identification numbers will be inserted on the Bonds, but neither
the failure to provide such numbers nor any error with respect thereto shall constitute a cause for
failure or refusal by the Underwriter to accept delivery of the Bonds in accordance with the terms
of this Bond Purchase Agreement.
2.Authorizing Instruments and Law. The Bonds shall be issued pursuant to the
provisions of a resolution (the “Resolution”) adopted by the Authority authorizing the issuance of
the Bonds and the Marks-Roos Local Bond Pooling Act of 1985, constituting Section 6584 et seq.
of the California Government Code (the “JPA Act”). The Bonds are issued pursuant to an
Indenture, dated as of November 1, 2016 (the “Indenture”), by and among the City, the Authority
and Wilmington Trust, National Association (the “Trustee”), and shall be as described in the
Indenture.
The Bonds are limited obligations of the Authority payable primarily from and secured by
certain rental revenues (the “Base Rental Payments”) to be paid by the City pursuant to a Lease
Agreement (the “Lease Agreement”), dated as of November 1, 2016, between the City and the
Authority, for certain real property and the improvements thereon (the “Property”). The City will
lease the Propertyto the Authority pursuant to a Ground Lease, dated as of November 1, 2016 (the
“Ground Lease”), between the City and the Authority.
3.Offering the Bonds. The Underwriter agrees to offer all the Bonds to the public
initially at the prices (or yields) set forth on the cover pages of the Official Statement of the
Authority pertaining to the Bonds, dated _______, 2016 (the Official Statement, together with all
appendices thereto, and with such changes therein and supplements thereto as are consented to in
writing by the Underwriter, are herein called the “Official Statement”). Subsequent to the initial
public offering of the Bonds, 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.
“Public Offering” shall include an offering to a representative number of institutional investors or
registered investment companies, regardless of the number of such investors to which the Bonds
are sold.
The City and the Authority acknowledge and agree that (i) the purchase and sale of the
Bonds pursuant to this Bond Purchase Agreement is an arm’s-length commercial transaction
between the City, the Authority and the Underwriter, and that the Underwriter has financial and
other interests that differ from those of the City and the Authority, (ii) in connection with such
transaction the Underwriter is not acting as a municipal advisor, financial advisor or fiduciary to
the City and the Authority or any other person or entity and has not assumed a fiduciary
responsibility in favor of the City or the Authority with respect to the offering of the Bonds or the
process leading thereto (whether or not the Underwriter has advised or is currently advising the
City or the Authority on other matters), (iii) the only contractual obligations the Underwriter has
to the City and the Authority with respect to the transaction contemplated hereby expressly are set
forth in this Bond Purchase Agreement, except as otherwise provided by applicable rules and
regulations of the SEC or the rules of the Municipal Securities Rulemaking Board (the “MSRB”)
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and (iv) the City and the Authority have consulted with their own legal and other professional
advisors to the extent they deemed appropriate in connection with the offering of the Bonds. The
City and the Authority acknowledge that they have previously provided the Underwriter with an
acknowledgement of receipt of the required Underwriter disclosure under Rule G-17 of the MSRB
relating to disclosures concerning the Underwriter’s role in the transaction, disclosures concerning
the Underwriter’s compensation, conflict disclosures, if any, and disclosures concerning complex
municipal securities financing, if any.
4.Delivery of Official Statement. The Authority shall deliver to the Underwriter
two (2) copies of the Official Statement manually executed on behalf of the Authority and the City
by authorized representatives. The Authority shall also deliver copies of the Official Statement in
such quantities as the Underwriter may reasonably request in order to enable the Underwriter to
distribute a single copy of each Official Statement to any potential customer of the Underwriter
requesting an Official Statement during the time period beginning when the Official Statement
becomes available and ending on the End Date (defined below). The Authority shall deliver these
copies to the Underwriter within seven (7) business days after the execution of this Bond Purchase
Agreement and in sufficient time to accompany or precede any sales confirmation that requests
payment from any customer of the Underwriter. The Authority and the Underwriter hereby agree
that the end of the underwriting period shall be the date of Closing (as defined below) unless the
Underwriter informs the Authority in writing of a different end of the underwriting period. The
Underwriter covenants to file the Official Statement with the MSRB on a timely basis.
“End Date” as used herein is that date which is the earlier of:
(a) twenty-five (25) days after the end of the underwriting period, as defined in SEC
Rule 15c2-12 originally adopted by the Securities and Exchange Commission on June 28, 1989,
as amended (“Rule 15c2-12”); or
(b) the time when the Official Statement becomes available from the MSRB, but in
no event less than twenty-five (25) days after the underwriting period (as defined in Rule 15c2-12)
ends.
The Authority and the City have authorized the use of the Official Statement in connection
with the public offering of the Bonds. The Authority and the City also have consented to the use
by the Underwriter prior to the date hereof of the Preliminary Official Statement dated
________ __, 2016, relating to the Bonds in connection with the public offering of the Bonds,
(which, together with all appendices thereto, is herein called the “Preliminary Official Statement”).
Authorized officers of the City and the Authority have certified to the Underwriter that such
Preliminary Official Statement was deemed to be final as of its date for purposes of Rule 15c2-12,
with the exception of certain final pricing and related information referred to in Rule 15c2-12. The
Underwriter has distributed a copy of each Preliminary Official Statement to potential customers
on request.
5.The Closing. At 9:00 A.M., California time, on _____ ___, 2016, or at such other
time or on such earlier or later business day as shall have been mutually agreed upon by the
Authority, the City and the Underwriter, the Authority, upon receipt of the purchase price thereof,
will deliver (i) the Bonds in book-entry form through the facilities of The Depository Trust
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Company (“DTC”), and (ii) the closing documents hereinafter mentioned at the offices of
Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, or
another place to be mutually agreed upon by the Authority, the City and the Underwriter. The
Underwriter will accept such delivery from the Authority. The Underwriter will pay the purchase
price of the Bonds as set forth in Section 1 hereof by wire transfer of immediately available funds.
This payment and delivery, together with the delivery of the aforementioned documents, is herein
called the “Closing.”
6.City Representations, Warranties and Covenants.The Cityrepresents, warrants
and covenants to the Underwriter that:
(a)The City is a municipal corporation of the State of California (the “State”)
organized and operating pursuant to the law of the State with power and authority to enter into and
perform its duties under the Lease Agreement, Indenture, the Continuing Disclosure Certificate,
dated ______ __, 2016 (the “Continuing Disclosure Certificate”), the Ground Lease, the Official
Statement and this Bond Purchase Agreement (collectively, the “City Documents”).
(b)To the best knowledge of the City, neither the approval, execution and
delivery of the City Documents, and compliance with the provisions on the City’s part contained
therein, nor the consummation of any other of the transactions herein and therein contemplated,
nor the fulfillment of the terms hereof and thereof, materially conflicts with or constitutes a
material breach of or default under nor materially contravenes any law, administrative regulation,
judgment, decree, loan agreement, indenture, bond, note, resolution,agreement or other instrument
to which the City is a party or is otherwise subject, nor does any such execution, delivery, adoption
or compliance result in the security interest or encumbrance of any nature whatsoever upon any of
the properties or assets of the City under the terms of any such law, administrative regulation,
judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other
instrument, except as provided by the City Documents.
(c)The City Documents have been duly authorized, executed and delivered by
the City, and, assuming due authorization, execution and delivery by the other parties thereto,
constitute legal, valid and binding agreements of the City enforceable in accordance with their
respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency,
moratorium, reorganization, fraudulent conveyance or other laws affecting the enforcement of
creditors’ rights generally, and by the application of equitable principles if sought, by the exercise
of judicial discretion, and by the limitations on legal remedies imposed on actions against counties
in the State .
(d)Except as may be required under blue sky or other securities laws of any
state, there is no material consent, approval, authorization or other order of, or filing with, or
certification by, any regulatory agency having jurisdiction over the City required for the execution
and delivery of the Bonds or the consummation by the City of the other transactions contemplated
by the Official Statement and this Bond Purchase Agreement.
(e)To the best of the knowledge of the City, there is, and on the Closing there
will be, no action, suit, proceeding or investigation at law or in equity before or by any court or
governmental agency or body pending (notice of which has been received by the City) or
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threatened against the City to restrain or enjoin the delivery of any of the Bonds, or the payments
to be made pursuant to the Lease Agreement , or in any way contesting or affecting the validity of
the City Documents or the Bonds or the authority of the City to approve this Bond Purchase
Agreement, or enter into the City Documents or contesting the powers of the City to enter into or
perform its obligations under any of the foregoing or in any way contesting the powers of the City
in connection with any action contemplated by this Bond Purchase Agreement or to restrain or
enjoin the execution, sale and delivery of the Bonds, contesting the completeness or accuracy of
the Preliminary Official Statement as of its date or the Official Statement or any supplement or
amendment thereto wherein an unfavorable decision, ruling or finding would materially adversely
affect the validity or enforceability of the City Documents to be executed by it or asserting that the
Preliminary Official Statement as of its date 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 light of all the circumstances under which they were
made, not misleading, or, except as described in the Preliminary Official Statement and the Official
Statement, the payment of Base Rental Payments, nor is there any basis for any such action, suit,
proceeding or investigation.
(f)The Preliminary Official Statement provided to the Underwriter has been
deemed final by the City, as required by Rule 15c2-12. As of the date thereof and at all times
subsequent thereto up to and including the Closing Date, the information relating to the City, the
Bonds, the Property and the City Documents contained in the Official Statement was and will be
materially complete for its intended purposes. The information relating to the City, the Bonds, the
Property and the City Documents contained in the Official Statement as of the date hereof is true
and correct in all material respects and such information does not contain any untrue or misleading
statement of a material fact or omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading in any
material respect.
(g)The City agrees to cooperate with the Underwriter in endeavoring to qualify
the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the
United States as the Underwriter may request; provided, however, that the Citywill not be required
to execute a special or general consent to service of process in any jurisdiction in which it is not
now so subject or to qualify to do business as a foreign corporation in any jurisdiction where it is
not so qualified.
(h)By official action of the City prior to or concurrently with the execution
hereof, the City has duly approved the distribution of the Official Statement, and has duly
authorized and approved the execution and delivery of, and the performance by the City of the
obligations on its part contained in the City Documents and the consummation by it of all other
transactions contemplated by the Official Statement and this Bond Purchase Agreement.
(i)To the best knowledge of the City, it is not in any material respect in breach
of or default under any material applicable law or administrative regulation of the State or the
United States or any material applicable judgment or decree or any loan agreement, indenture,
bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise
subject and in connection with which the City is obligated to make payments from its own funds,
and no event has occurred and is continuing which, with the passage of time or the giving of notice,
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or both, would constitute a default or an event of default under any such instrument the
consequence of which could materially and adversely affect the performance of the City under the
City Documents.
(j)If between the date of this Bond Purchase Agreement and the End Date an
event occurs, of which the City has knowledge, which might or would cause the information
relating to the City, the Property, or the City’s functions, duties and responsibilities contained in
the Official Statement, as then supplemented or amended, to contain an untrue statement of a
material fact or to omit to state a material fact required to be stated therein or necessary to make
such information therein, in the light of the circumstances under which it was presented, not
misleading in any material respect, the City will notify the Underwriter, and if, in the opinion of
the Underwriter, the City or their respective legal counsel, such event requires the preparation and
publication of a supplement or amendment to the Official Statement, the City will cooperate with
the Underwriter in the preparation of an amendment or supplement to the Official Statement in a
form and in a manner approved by the Underwriter, provided all expenses thereby incurred will
be paid for by the City.
(k)If the information relating to the Property, the City, its functions, duties and
responsibilities contained in the Official Statement is amended or supplemented pursuant to the
immediately preceding subparagraph, at the time of each supplement or amendment thereto and
(unless subsequently again supplemented or amended pursuant to such subparagraph) at all times
subsequent thereto up to and including the date of the Closing, the portions of the Official
Statement so supplemented or amended (including any financial and statistical data contained
therein) will not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make such information therein, in the light of the
circumstances under which it was presented, not misleading in any material respect.
(l)The City covenants that it will comply with all tax covenants relating to it
in the City Documents, the Tax Certificate of the City and this Bond Purchase Agreement.
(m)Substantially all the proceeds from the sale of the Bonds (after deducting
the expenses of issuance and sale of the Bonds paid for from such proceeds) will be used as set
forth in the Indenture and as described in the Official Statement, and the City will not take or omit
to take any action which action or omission will in any way cause the proceeds from the sale of
the Bonds to be applied in a manner contrary to that provided in the Indenture and the Lease
Agreement , as amended from time to time.
(n)Any certificate signed by a duly authorized official of the Cityand delivered
to the Underwriter shall be deemed a representation and warranty by the City to the Underwriter
as to the statements made therein.
(o)As of the time of acceptance hereof and as of the Closing, the City does not
and will not have outstanding any indebtedness which is payable from the City’s general fund
except as disclosed in the Official Statement.
(p)Between the date of this Bond Purchase Agreement and the date of Closing,
the City will not, and except as disclosed in the Official Statement, offer or issue any certificates,
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notes or other obligations for borrowed money, or, other than in the normal course of its operations,
incur any material liabilities, direct or contingent, secured payable from the City’s general fund.
(q) The City, on behalf of itself and the Authority, will undertake, pursuant to
the Continuing Disclosure Certificate, to provide or cause to be provided annual financial reports
and notices of certain events; a description of this undertaking is set forth in the Official Statement.
Based on a review of its prior undertakings with respect to Rule 15c2-12, and except as disclosed
in the Preliminary Official Statement and Official Statement, the City has not failed to comply in
all material respects with a continuing disclosure undertaking under Rule 15c2-12 during the
previous five years.
(r) The financial statements of, and other financial information regarding the City
in the Official Statement fairly present the financial position and results of the operations of the
City as of the dates and for the periods therein set forth and the audited financial statements have
been prepared in accordance with generally accepted accounting principles applicable to counties.
7.Authority Representations, Warranties and Covenants.The Authority
represents, warrants and covenants to the City and the Underwriter that:
(a) The Authority is a joint powers authority, duly organized and existing under the
Constitution (the “Constitution”) and laws of the State, including the JPA Act, with full right,
power and authority to enter into, execute and deliver the Authority Documents (defined below)
and to perform its obligations hereunder.
(b) By all necessary official action, the Authorityhas duly authorized and approved
the execution and delivery of, and the performance by the Authority of the obligations on its part
contained in the Bond Purchase Agreement, the Bonds, the Indenture, the Ground Lease, and the
Lease Agreement (collectively, 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 hereto, the Authority
Documents will constitute the legally valid and binding obligations of the Authority enforceable
upon 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, to the exercise of judicial discretion
and to the limitations on legal remedies against joint powers authorities in California. The
Authority has complied, and will at the Closing be in compliance in all respects, with the terms of
the Authority Documents.
(c) The Bonds, when issued in accordance with the Indenture, will be legally valid
and binding special obligations of the Authority, entitled to the benefits of the Indenture and
enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws or equitable principles relating to or
limiting creditors’ rights generally to the exercise of judicial discretion and to the limitations on
legal remedies against joint powers authorities in California.
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(d) As of the time of acceptance hereof and as of the time of the Closing, except as
otherwise disclosed in the Official Statement, to the best knowledge of the Authority, the Authority
is not and will not be in any material respect in breach of or in default under any law or
administrative rule or regulation of the State or the United States, or any applicable judgment or
decree or any Indenture, loan agreement, bond, note, resolution, ordinance, agreement or other
instrument to which the Authority is a party or is otherwise subject, and no event has occurred and
is continuing which, with the passage of time or the giving of notice, or both, would constitute a
default or event of default under any such instrument which breach, default or event could have an
adverse effect on the Authority’s ability to perform its obligations under the Authority Documents;
and, as of such times, except as disclosed in the Official Statement, the authorization, execution
and delivery of the Authority Documents and compliance by the Authority with the provisions
thereof do 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, Indenture, loan agreement, bond, note,
resolution, ordinance, agreement or other instrument to which the Authority is subject, or by which
it or any of its properties is 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 its assets or properties under the terms of any
such law, regulation or instrument except as provided in the Authority Documents.
(e) As of the time of acceptance hereof and the Closing, except as disclosed in the
Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, government agency, public board or body, pending (notice of which has
been received by the Authority), or to the best knowledge of the Authority threatened against the
Authority in any material respect:
(i) affecting the existence of the Authority or the titles of the officers of the
Authority to their respective offices;
(ii) affecting, contesting or seeking 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 contesting or affecting
the validity of the Authority Documents or the consummation of the transactions on the part of the
Authority contemplated thereby, or contesting the exclusion of the interest on the Series A Bonds
from Federal or State taxation, as applicable, or contesting the powers of the Authority or its
authority to enter into the Lease Agreement and to pledge the Base Rental Payments for repayment
of the Bonds;
(iii) which may result in any material adverse change relating to the
financial condition of the Authority;
(iv) contesting the completeness or accuracy of the Preliminary Official
Statement as of its date or the Official Statement or any supplement or amendment thereto or
asserting that the Preliminary Official Statement as of its date 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 light of all the circumstances under which
they were made, not misleading; or
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(v) challenging the ability of the Authority to sell the Bonds to the
Underwriter.
(f) 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 to qualify the Bonds for offer and sale under the blue sky laws or other securities laws and
regulations of such states and other jurisdictions of the United States as the Underwriter may
designate and will use its best efforts to continue such qualification in effect so long as required
for distribution of the Bonds; provided however, that in no event shall the Authority be required to
take any action which would subject it to general or unlimited service of process in any jurisdiction
in which it is not now so subject.
(g) Any certificate signed by a duly authorized officer of the Authority and
delivered to the Underwriter shall be deemed to be a representation and warranty by the Authority
to the Underwriter as to the statements made therein.
(h) As of the time of acceptance hereof and as of the date of Closing, except as
otherwise disclosed in the Official Statement, the Authority has complied with the filing
requirements of the JPA Act.
(i) The Authority will advise the Underwriter promptly of any proposal to amend
or supplement the Official Statement from the delivery of the Official Statement to the End Date,
and will not effect or consent to any such amendment or supplement without prior consultation
with the Underwriter. 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.
(j) For a period beginning on the date hereof and continuing until the End Date,
(a) the Authority will not adopt any amendment of, or supplement to, the Official Statement
without prior consultation with the Underwriter and Nossaman LLP, (“Underwriter’s Counsel”)
and (b) if any event relating to or affecting the Authority shall occur as a result of which it is
necessary, in the opinion of Underwriter’s Counsel, to amend or supplement the Official Statement
in order to make the Official Statement not misleading in the light of the circumstances existing at
the time it is delivered to a purchaser of the Bonds, the Authority will forthwith cause the City to
prepare and furnish to the Underwriter a reasonable number of copies of an amendment of, or
supplement to, the Official Statement (in form and substance satisfactory to Underwriter’s
Counsel) 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 of the Bonds, not misleading.
(k) The Authority is in compliance with all of its prior continuing disclosure
undertakings, if any, entered into pursuant to Rule 15c2-12.
8.Closing Conditions. The Underwriter has entered into this Bond Purchase
Agreement in reliance upon the representations, warranties and covenants herein and the
performance by the Authority and the City of their respective obligations hereunder, both as of the
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date hereof and as of the date of the Closing. The Underwriter’s obligations hereunder are and
shall be subject to the following additional conditions:
(a) Bring-Down Representation. The representations, warranties and covenants of
the Authority and the City contained herein shall be true and correct at the date hereof and at the
time of the Closing, as if made on the date of the Closing.
(b) Executed Agreements and Performance Thereunder. At the time of the
Closing:
(i) the City Documents and 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 (the “Authorizing
Resolutions”) as, in the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation
(“Bond Counsel”), shall be necessary in connection with the transactions on the part of the
Authority and the City contemplated by this Bond Purchase Agreement, the Official Statement,
the City Documents 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;
(iv) the City shall perform or have performed its obligations required as
specified in the City Documents to be performed at or prior to Closing; and
(v) the Official Statement shall not have been supplemented or amended,
except pursuant to Paragraph 6(j) or 7(j), or as otherwise may have been agreed to in writing by
the Underwriter.
(c) No Default. At the time of the Closing, no default shall have occurred or be
existing under the Authority Documents or the City Documents and neither the Authority nor the
City shall be in default in the payment of principal or interest on any of its bonded indebtedness
or other obligations payable from the City’s general fund which default shall adversely impact the
ability of the Authority to make payments on the Bonds or the City to make payments pursuant to
the Lease Agreement.
(d) Termination Events. The Underwriter shall have the right to terminate this
Bond Purchase Agreement, without liability therefor, by written notification to the Authority and
the City if at any time at or prior to the Closing the market price or marketability of the Bonds, or
the ability of the Underwriter to enforce contracts for the sale of the Bonds, shall have been
materially adversely affected in the reasonable judgment of the Underwriter (evidenced by a
written notice to the City and the Authority terminating the obligation of the Underwriter to accept
delivery of and pay for the Bonds) by reason of any of the following:
(i) any event occurring, or information becoming known which, in the
reasonable judgment of the Underwriter, makes untrue in any material adverse respect any
statement or information contained in the Official Statement, or has the effect that the Official
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Statement contains any untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements made therein, in light of the circumstances
under which they were made, not misleading; or
(ii) 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 the Authority Documents or the City Documents 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 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 or the City, or the
interest on bonds or notes or obligations of the general character of the Series A Bonds; or
(iii) any legislation, ordinance, rule or regulation shall be introduced in, or
be enacted by any governmental body, department or agency of the States or a decision by any
court of competent jurisdiction within the State or any court of the United States shall be rendered
which, in the reasonable opinion of the Underwriter, materially adversely affects the market price
of the Bonds; or
(iv) 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 needs to be qualified under the Trust Indenture Act of 1939, as
amended and as then in effect; or
(v) 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
(vi) a general banking moratorium shall have been established by federal or
State authorities; or
12
(vii) 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 escalation of
current or other outbreak or escalation of hostilities or a national or international calamity or crisis,
financial or otherwise, the effect of such outbreak, escalation, 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 or the ability of
the Underwriter to enforce contracts for the sale of the Bonds; or
(viii) the commencement of any action, suit or proceeding described in
Paragraphs 6(e) or 7(e) hereof; or
(ix) there shall be in force a general suspension of trading on the New York
Stock Exchange; or
(x) an event described in paragraph (j) of Section 6 or paragraph (j) of
Section 7 hereof shall have occurred which, in the reasonable professional judgment of the
Underwriter, requires the preparation and publication of a supplement or amendment to the
Official Statement; or
(xi) any rating of the Bonds or other obligations of the City shall have been
downgraded, suspended or withdrawn or placed on negative outlook or negative watch by a
national rating service, which, in the Underwriter’s reasonable opinion, materially adversely
affects the marketability or market price of the Bonds or the ability of the Underwriter to enforce
contracts for the sale of the Bonds; or
(xii) there shall have occurred or any notice shall have been given of any
intended downgrade, suspension, withdrawal or negative change in credit watch status by any
national credit agency of the Insurer; or
(xiii) a material disruption in securities settlement, payment or clearance
services affecting the Bonds shall have occurred; or
(xiv)a decision by a court of the United States shall be rendered, or a stop
order, release, regulation or no-action letter by or on behalf of the SEC or any other governmental
agency having jurisdiction of the subject matter shall have been issued or made, to the effect that
the issuance, offering or sale of the Bonds, including the underlying obligations as contemplated
by this Bond Purchase Agreement or by the Official Statement, or any document relating to the
issuance, offering or sale of the Bonds, is or would be in violation of any provision of the federal
securities laws at the Closing Date, including the Securities Act, the Exchange Act and the Trust
Indenture Act.
(e) Closing Documents. At or prior to the Closing, the Underwriter shall receive
with respect to the Bonds (unless the context otherwise indicates) the following documents:
(1) Bond Opinion. The 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
13
Underwriter to the effect that the foregoing opinion may be relied upon by the Underwriter to the
same extent as if such opinion was addressed to them.
(2) Supplemental Opinion. A supplemental opinion of Bond Counsel
addressed to the Underwriter, in substantially the form attached hereto as Exhibit B.
(3) City Attorney Opinion. An opinion of the City Attorney, dated as of the
Closing and addressed to the Authority and the Underwriter, in substantially the form attached
hereto as Exhibit C.
(4) Authority Counsel Opinion. An opinion of Counsel to the Authority,
dated the date of the Closing and addressed to the City and the Underwriter, in substantially the
form attached hereto as Exhibit D.
(5) Trustee Counsel Opinion. The opinion of counsel to the Trustee, dated
the date of the Closing, addressed to Bond Counsel, the City, the Authority and the Underwriter,
in form and substance acceptable to counsel for the Underwriter substantially to the following
effect:
(i) The Trustee is a national banking association duly organized,
validly existing and in good standing under the laws of the United States of America, with trust
powers, and has the corporate power and authority to carry on its business as presently conducted.
(ii) The Trustee has full power and authority to serve as Trustee as
contemplated in the Indenture.
(iii) The Indenturehas been duly authorized, executed and delivered
by the Trustee, and constitutes the legal, valid and binding obligation of the Trustee, enforceable
against it in accordance with the terms thereof, subject to applicable bankruptcy, insolvency,
moratorium, reorganization, arrangement and other similar laws affecting the rights of creditors
(including creditors of national banks) generally or by the application of general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the
effect of judicial decisions which have held that certain provisions are unenforceable where their
enforcement would violate the implied covenant of good faith and fair dealing, or would be
commercially unreasonable and the effect of judicial decisions permitting the introduction of
extrinsic evidence to modify the terms or the interpretation of the Indenture.
(iv) To the knowledge of such counsel, the execution, delivery,
acceptance and performance of the Indenture by the Trustee and its acceptance and performance
of its duties and obligations thereunder will not violate any provisions of any law or regulation
governing the banking or trust powers of the Trustee or any order of any governmental authority
having jurisdiction over the Trustee.
(v) To the knowledge of such counsel, no authorization, approval,
consent or other order of any governmental agency or regulatory authority having jurisdiction over
the trust powers of the Trustee that has not been obtained is required for the authorization,
execution and delivery by the Trustee of the Indenture or its acceptance and performance of the
duties and obligations thereunder.
14
(vi) The execution, delivery and performance of the Indentureby the
Trustee and the consummation of the transactions contemplated thereby do not and will not (a) to
the knowledge of such counsel conflict with or result in a breach or violation of any of the terms
or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Trustee is a party or by which the Trustee
is bound or to which any of the Propertyor assets of the Trustee or any of its subsidiaries is subject,
(b) result in any violation of the provisions of the Articles of Association, By-laws, or applicable
resolutions of the Trustee, or (c) to the knowledge of such counsel result in any violation of any
statute, order, rule or regulation of any court or government agency or body having jurisdiction
over the Trustee or any of its properties or assets.
(6) Disclosure Counsel Opinion. An opinion, dated the date of the Closing
addressed to the Authority, the City and the Underwriter, of Stradling Yocca Carlson & Rauth, a
Professional Corporation (“Disclosure Counsel”), to the effect that based upon their participation
in the preparation of the Official Statement as Disclosure Counsel to the Authority and without
having undertaken to determine independently the accuracy or completeness of the contents in the
Official Statement, such counsel has no reason to believe that the Official Statement, as of its date
and as of the Closing Date (except for the financial statements and the other financial and statistical
data included therein and the information included therein relating to the Insurer, the Bond
Insurance Policy, the Reserve Policy, The Depository Trust Company and the book-entry system,
and contained in the Appendices thereto as to all of which no opinion or belief need be expressed)
contained or contains any untrue statement of a material fact or omitted or omits to state any
material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading.
(7) Underwriter’s Counsel Opinion. An opinion, dated the date of the
Closing addressed to the Underwriter, of Nossaman LLP, counsel to the Underwriter, in such form
as may be acceptable to the Underwriter.
(8) City Certificate. A certificate, dated the date of Closing, signed by a
duly authorized official of the City satisfactory in form and substance to the Underwriter to the
effect that: (a) the representations, warranties and covenants of the City contained in this Bond
Purchase Agreement are true and correct in all material respects on and as of the date of the Closing
as if made on the date of the Closing; (b) the City has complied with all agreements, covenants
and conditions to be complied with by the City at or prior to the Closing under the CityDocuments;
(c) to the best of such official’s knowledge, no event affecting the City has occurred since the date
of the Official Statement which either makes untrue or incorrect in any material respect as of the
Closing the statements or information contained in the Official Statement or is not reflected in the
Official Statement but should be reflected therein in order to make the statements and information
therein, in the light of the circumstances under which they were made, not misleading in any
material respect.
(9) Authority Certificate. A certificate of the Authority, dated the date of
the Closing, signed on behalf of the Authority by the Chairman or other duly authorized officer of
the Authority to the effect that (i) the representations, warranties and covenants of the Authority
contained herein and in the Authority Documents are true and correct in all material respects on
and as of the date of the Closing as if made on the date of the Closing and the Authority has
15
complied with all of the terms and conditions of the Authority Documents required to be complied
with by the Authority at or prior to the date of Closing; and (ii) to the best of such official’s
knowledge, no event affecting the Authority has occurred since the date of the Official Statement
which has not been disclosed therein or in any supplement or amendment thereto which event
should be disclosed in the Official Statement in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
(10) Trustee’s Certificate. A Certificate of the Trustee, dated the date of
Closing, in form and substance acceptable to counsel for the Underwriter to the effect that (i) the
Trustee is duly organized and existing as a national banking association in good standing under
the laws of the United States, having the full power and authority to accept and perform its duties
under the Indenture; (ii) subject to the provisions of the Indenture, the Trustee will apply the
proceeds from the Bonds to the purposes specified in the Indenture; and (iii) the Trustee has duly
authorized and executed the Indenture.
(11) Title Policy. A copy of a CLTA or ALTA title insurance policy in an
amount equal to the principal amount of the Bonds, insuring the City’s leasehold interest in the
Property, subject only to Permitted Encumbrances (as defined in the Indenture) or such other
acceptable encumbrances.
(12) Transcripts. Two CD transcripts of the proceedings prepared by Bond
Counsel relating to the authorization and issuance of the Bonds will be delivered in due course.
(13) Official Statement. The Official Statement and each supplement or
amendment, if any, thereto, executed on behalf of the Authority by a duly authorized officer of
each.
(14) Documents. An original executed or certified copy of each of the
Authority Documents, the City Documents and the Joint Exercise of Powers Agreement (the “JPA
Agreement”), between the City and the Parking Authority of the City of Lake Elsinore .
(15) City Resolution. Certified copy by the City Clerk, of each resolution
of the City relating to the City Documents, the actions contemplated thereby, provided that such
resolutions may be contained in the transcripts.
(16) Authority Resolution. Certified copy by the Secretary or Assistant
Secretary of the Authority, of each resolution of the Authority relating to the Authority Documents,
the Bonds and the transactions contemplated thereby, provided that such resolutions may be
contained in the transcripts.
(17) IRS Form 8038-G. Evidence that the federal tax information form
8038-G has been prepared for filing.
(18) Tax Certificate. A tax certificate in form satisfactory to Bond Counsel.
(19) Ratings. Evidence as of the Closing satisfactory to the Underwriter
that the Bonds have received the ratings set forth in the Official Statement and that such ratings
have not been reduced or withdrawn.
16
(20) CDIAC Statement. A copy of the Notice of Sale required to be
delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583
of the Government Code and Section 8855(g) of the Government Code.
(21) Insurer Documents. A copy of the Reserve Policy, Bond Insurance
Policy and any such supporting opinions and certifications as shall be deemed advisable by Bond
Counsel and as may be reasonably requested by the Underwriter.
(22) Additional Documents. Such additional certificates, instruments and
other documents as the Underwriter and Bond Counsel may reasonably deem necessary.
If the Authority or the City shall be unable to satisfy the conditions contained in this Bond
Purchase Agreement, or if the obligations of the Underwriter shall be terminated for any reason
permitted by this Bond Purchase Agreement, this Bond Purchase Agreement may be terminated
by the Underwriter, and none of the Underwriter, the Authority or the City shall be under further
obligation hereunder.
9.Expenses. Except as otherwise provided in this Section, the Underwriter shall be
under no obligation to pay, and the Authority or the Cityshall pay or cause to be paid, the expenses
incident to the performance of the obligations of the Authority and the City hereunder including
but not limited to:
(a) the costs of the preparation and printing, or other reproduction (for distribution
on or prior to the date hereof) of the City Documents and the Authority Documents and the cost
of preparing, printing, issuing and delivering the Bonds;
(b) the fees and disbursements of any counsel, financial advisors, accountants or
other experts or consultants retained by the Authority or the City;
(c) the fees and disbursements of Bond Counsel and Disclosure Counsel;
(d) the cost of preparation and printing the Preliminary Official Statement and any
supplements and amendments thereto and the cost of preparation and printing of the Official
Statement, including a reasonable number of copies thereof for distribution by the Underwriter;
and
(e) charges of rating agencies for the rating of the Bonds.
The Underwriter shall pay all expenses incurred by the Underwriter in connection with the
public offering and distribution of the Bonds including, but not limited to: (i) the fees and
disbursements of Underwriter's Counsel; and (ii) all out-of-pocket disbursements and expenses
incurred by the Underwriter in connection with the offering and distribution of the Bonds
(including other expenses, fees of the California Debt and Investment Advisory Commission,
CUSIP Service Bureau fees, and any other fees and expenses), except as otherwise provided in the
preceding paragraph or otherwise agreed to by the Underwriter, the Authority and the City in
writing.Any meals in connection with or adjacent to meetings, rating agency presentations, pricing
activities or other transaction-related activities shall be considered an expense of the transaction
and included in the expense component of the Underwriter’s discount.
17
10.Notice. Any notice or other communication to be given to the Underwriter may be
given by delivering the same to Stifel, Nicolaus & Company, Incorporated, 515 South Figueroa
Street, Suite 1800, Los Angeles, California 90071, Attention: John Kim. Any notice or other
communication to be given to the Authority or the City pursuant to this Bond Purchase Agreement
may be given by delivering the same in writing to such entity, at the addresses set forth on the
cover page hereof.
11.Entire Agreement. This Bond Purchase Agreement, when accepted by the
Authority and the City, shall constitute the entire agreement among the Authority, the City and the
Underwriter and is made solely for the benefit of the Authority, the City and the Underwriter
(including the successors or assigns of any Underwriter). Except as provided in Section 15 below,
no other person shall acquire or have any right hereunder by virtue hereof, except as provided
herein. All the Authority’s and the City’s representations, warranties 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, until the earlier of (a) delivery of and
payment for the Bonds hereunder, and (b) any termination of this Bond Purchase Agreement.
12.Counterparts. This Bond Purchase Agreement 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.
13.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.
14.State of California Law Governs. The validity, interpretation and performance
of the Authority Documents shall be governed by the laws of the State.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
18
15.No Assignment. The rights and obligations created by this Bond Purchase
Agreement shall not be subject to assignment by the Underwriter, the Authority or the City without
the prior written consent of the other parties hereto.
16.Definitions. Terms not otherwise defined herein shall have the same meaning as
when used in the Indenture.
STIFEL, NICOLAUS & COMPANY,
INCORPORATED
By:
Title:
Accepted as of the date first stated above:
LAKE ELSINORE FACILITIES FINANCING
AUTHORITY
By:
Title:
Date of Execution: _____________
Time of Execution:
CITY OF LAKE ELSINORE, CALIFORNIA
By:
Title:
Date of Execution: _____________
Time of Execution:
B-1
EXHIBIT A
MATURITYSCHEDULE
$_________
LAKE ELSINORE FACILITIES FINANCING AUTHORITY
LEASE REVENUE BONDS, SERIES 2016A
Maturity Date
(April 1 of)
Principal
Amount
Interest
Rate Yield
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
20__*
*Term Bond.
C = Yield to the optional call date of Aptil 1, 20__ at par.
B-2
EXHIBIT B
FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL
[TO COME FROM BOND COUNSEL]
C-1
EXHIBIT C
FORM OF CITY ATTORNEY OPINION
______ __, 2016
Lake Elsinore Facilities Financing Authority
Lake Elsinore, California
City of Lake Elsinore
Lake Elsinore, California
Stifel, Nicolaus & Company, Incorporated
Los Angeles, California
Lake Elsinore Facilities Financing Authority
Lease Revenue Bonds,
Series 2016A
Ladies and Gentlemen:
This office has acted as counsel to the City of Lake Elsinore (the “City”) in connection
with the issuance, sale and delivery by the Lake Elsinore Facilities Financing Authority (the
“Authority”) of the above-captioned bonds (the “Bonds”). I have examined originals (or copies
certified or otherwise identified to our satisfaction) of such documents, records and other
instruments as we deemed necessary or appropriate for the purposes of this opinion, including,
without limitation: (i) those documents relating to the existence, organization and operation of the
City; (ii) Resolution No. _____, adopted by the City Council on ____ __, 2016 (the “Resolution”);
(iii) all necessary documentation of the City relating to the authorization, execution and delivery
of the Indenture, dated as of November 1, 2016 (the “Indenture”), among the Authority, the City,
and Wilmington Trust, National Association, as trustee (the “Trustee”); the Lease Agreement,
dated as of November 1, 2016, between the Authority and the City (the “Lease Agreement ”); the
Ground Lease, dated as of November 1, 2016, between the City and the Authority (the “Ground
Lease”); the Continuing Disclosure Certificate, dated as of _____ __, 2016 (the “Continuing
Disclosure Certificate”) executed by the City; the Bond Purchase Agreement, dated ______ __,
2016, among Stifel, Nicolaus & Company, Incorporated, as underwriter (the “Underwriter”), the
Authority and the City(the “Purchase Contract”); and the Official Statement relating to the Bonds,
dated ____ __, 2016 (the “Official Statement”). The Lease Agreement, Indenture, the Ground
Lease, and the Continuing Disclosure Certificate are collectively referred to herein as the “City
Legal Documents.” All capitalized terms used herein and not otherwise defined shall have the
meanings given to such terms as set forth in the Indenture.
C-2
Based on the foregoing, we are of the opinion that:
1.The Cityis a municipal corporation, organized and operating under the Constitution
and laws of the State of California, and the City has duly and validly adopted the Resolution at a
meeting of the City Council of the City which was called and held pursuant to law and with all
public notice required by law and at which a quorum was present and acting throughout and the
Resolution has not been modified or amended and is in full force and effect.
2.Each of the City Legal Documents and the Purchase Contract has been duly
authorized, executed and delivered by the City, and, assuming due authorization, execution and
delivery by the other parties thereto, each constitutes a legal, valid and binding agreement of the
City enforceable against the City in accordance with its respective terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or
equitable principles affecting the enforcement of creditors’ rights generally, the exercise of judicial
discretion, the application of equitable principles if equitable remedies are sought and limitations
on remedies against counties in the State of California.
3.To the best knowledge of the undersigned, after reasonable investigation, except as
may be described in the Official Statement, no approval, consent or authorization of any
governmental or public agency or authority is required for the adoption of the Resolution, the
approval of the Official Statement or the valid authorization or execution and delivery of the City
Legal Documents or the Purchase Contract which has not been obtained (provided that no opinion
is expressed as to any action required under state securities or blue sky laws in conjunction with
the purchase or distribution of the Bonds by the Underwriter).
4.To the best knowledge of the undersigned, after reasonable investigation, the
execution and delivery of the City Legal Documents and the Purchase Contract by the City, the
adoption of the Resolution, the approval of the Official Statement, and compliance with the
provisions of the City Legal Documents, the Purchase Contract, the Official Statement and the
Resolution and the performance by the City of its obligations thereunder, under the circumstances
contemplated thereby, do not and will not in any material respect conflict with or constitute a
breach of, or default under, any instrument relating to the organization, existence or operation of
the City, or any commitment, agreement or other instrument to which the City is a party or by
which it is bound, or any existing law, regulation, order or decree to which the City is subject.
5.Except as disclosed in the Official Statement, to the best knowledge of the
undersigned, there is no action, suit, proceeding or investigation at law or in equity before or by
any court, public board or body, pending as to which service of process has been made or,
threatened against the City which would materially and adversely impact the City’s ability to
complete the transactions described in and contemplated by the Official Statement, seeking to
restrain or enjoin the base rental payments under the Lease Agreement , or in any way contesting
or affecting the validity of the City Legal Documents, the Purchase Contract, the Resolution or the
Bonds or the transactions relating to the Property as described and defined in the Official
Statement.
C-3
6.To the best knowledge of the undersigned, the information contained in the Official
Statement (except for the financial, statistical or economic data or forecasts, numbers, charts,
tables, graphs, estimates, projections, assumptions or expressions of opinion, and any information
regarding The Depository Trust Company, as to which no opinion is expressed) does 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 light of the circumstances under which they were
made, not misleading.
This office expresses no opinion as to any matter other than as expressly set forth above.
Without limiting the generality of the foregoing, we specifically express no opinion as to the status
of the Bonds or the interest thereon or the City Legal Documents under any federal securities laws
or any state securities “Blue Sky” law or any federal, state or local tax law. Further, we express
no opinion with respect to any indemnification, contribution, choice of law, choice of forum or
waiver provisions contained in the City Legal Documents, and we express no opinion on the laws
of any jurisdiction other than the State of California and the United States of America.
This opinion is delivered to each of the parties address above and is solely for the benefit
of each of such parties and is not to be used, circulated, quoted, or otherwise referred to or relied
upon by any other person or for any other purpose. A copy of this opinion may be included in the
transcript of proceedings relating to the Bonds.
Very truly yours,
D-1
EXHIBIT D
FORM OF AUTHORITY COUNSEL OPINION
________ __, 2016
Lake Elsinore Facilities Financing Authority
Lake Elsinore, California
City of Lake Elsinore
Lake Elsinore , California
Stifel, Nicolaus & Company, Incorporated
Los Angeles, California
Lake Elsinore Facilities Financing Authority
Lease Revenue Bonds,
Series 2016A
Ladies and Gentlemen:
This office has acted as counsel to the Lake Elsinore Facilities Financing Authority (the
“Authority”) in connection with the issuance, sale and delivery by the Authority of the above-
captioned bonds (the “Bonds”). I have examined originals (or copies certified or otherwise
identified to our satisfaction) of such documents, records and other instruments as we deemed
necessary or appropriate for the purposes of this opinion, including, without limitation: (i) those
documents relating to the existence, organization and operation of the Authority; (ii) Resolution
No. ______, adopted by the Authority Board of Directors on _______ ___, 2016 (the
“Resolution”); (iii) all necessary documentation of the Authority relating to the authorization,
execution and delivery of the Indenture, dated as of November 1, 2016 (the “Indenture”) among
the Authority, the City of Lake Elsinore (the “City”) and Wilmington Trust, National Association,
as trustee (the “Trustee”); the Lease Agreement , dated as of November 1, 2016 (the “Lease
Agreement ”), between the Authority and the City; the Ground Lease, dated as of (the “Lease
Agreement ”), between the City and the Authority (the “Ground Lease”); the Bond Purchase
Agreement, dated ______ __, 2016, among Stifel, Nicolaus & Company, Incorporated, as
underwriter, the Authority and the City (the “Purchase Contract”); and the Official Statement
relating to the Bonds, dated _____ __, 2016 (the “Official Statement”). The Indenture, the Lease
Agreement, the Ground Lease, and the Bonds are collectively referred to herein as the “Authority
Legal Documents.” All capitalized terms used herein and not otherwise defined shall have the
meanings given to such terms as set forth in the Indenture.
Based on the foregoing, we are of the opinion that:
D-2
1.The Authority is a joint exercise of powers agency duly organized and validly
existing pursuant to the Constitution and laws of the State of California with the full power and
authority to adopt the Resolution, and the Authority has duly and validly adopted the Resolution
at a meeting of the Board of Directors of the Authority which was called and held pursuant to law
and with all public notice required by law and at which a quorum was present and acting
throughout and the Resolution has not been modified or amended and is in full force and effect.
2.Each of the Authority Legal Documents, the Purchase Contract and the Official
Statement has been duly authorized, executed and delivered by the Authority, and, assuming due
authorization, execution and delivery by the other parties thereto, each of the Authority Legal
Documents and the Purchase Contract constitutes a legal, valid and binding agreement of the
Authority enforceable against the Authority in accordance with its respective terms, except as
enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the
enforcement of creditors’ rights generally, the exercise of judicial discretion, the application of
equitable principles if equitable remedies are sought and limitations on remedies against joint
powers agencies in the State of California.
3.Except as disclosed in the Official Statement, to the best knowledge of the
undersigned, there is no action, suit, proceeding or investigation at law or in equity, before or by
any court, public board or body, pending as to which service of process has been made or,
threatened against the Authority, seeking to restrain or enjoin any of the transactions referred to
herein or contemplated hereby or contesting or affecting the validity of the Authority Legal
Documents or the Purchase Contract, or the issuance, sale or delivery of the Bonds.
This office expresses no opinion as to any matter other than as expressly set forth above.
Without limiting the generality of the foregoing, we specifically express no opinion as to the status
of the Bonds or the interest thereon or the Authority Legal Documents under any federal securities
laws or any state securities “Blue Sky” law or any federal, state or local tax law. Further, we
express no opinion with respect to any indemnification, contribution, choice of law, choice of
forum or waiver provisions contained in the Authority Legal Documents, and we express no
opinion on the laws of any jurisdiction other than the State of California and the United States of
America.
D-3
This opinion is delivered to each of the parties address above and is solely for the benefit
of each of such parties and is not to be used, circulated, quoted, or otherwise referred to or relied
upon by any other person or for any other purpose. A copy of this opinion may be included in the
transcript of proceedings relating to the Bonds.
Very truly yours,