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RES 2024025
City of Pleasanton
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CITY CLERK
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2024
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RES 2024025
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5/10/2024 4:29:09 PM
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CITY CLERK
CITY CLERK - TYPE
RESOLUTIONS
DOCUMENT DATE
5/7/2024
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Exhibit C <br /> <br />AFS Draft #2 <br />1 <br />BOND PURCHASE AGREEMENT <br />$__,___,000 <br />Pleasanton Joint Powers Financing Authority <br />2024 Water Revenue Bonds <br />June __, 2024 <br />Pleasanton Joint Powers Financing Authority <br />123 Main Street <br />Pleasanton, California 94566 <br />City of Pleasanton <br />123 Main Street <br />Pleasanton, California 94566 <br />Ladies and Gentlemen: <br /> <br />The undersigned, Siebert Williams Shank & Co., LLC (the “Underwriter”), acting not as a <br />fiduciary or agent for you, but on behalf of itself, offers to enter into this Bond Purchase Agreement (which, <br />together with the exhibits hereto, is referred to as the “Purchase Agreement”) with the Pleasanton Joint <br />Powers Financing Authority (the “Authority”) and the City of Pleasanton (the “City”), which, upon <br />acceptance by the Authority and the City, will be binding upon the Authority, the City, and the Underwriter. <br />This offer is made subject to acceptance by the Authority and the City by the execution of the Purchase <br />Agreement and delivery of the same to the Underwriter prior to 11:59 P.M., California time, on the date <br />hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to <br />the Authority and the City at any time prior to the acceptance hereof by the Authority and the City. <br />Capitalized terms that are used herein and not otherwise defined have the meanings that are set forth in the <br />Indenture of Trust, dated as of June 1, 2024 (the “Indenture”), by and between the Authority and U.S. Bank <br />Trust Company, National Association, as trustee (the “Trustee”). <br />The Authority and the City acknowledge and agree that: (a) the purchase and sale of the Bonds (as <br />such term is defined herein) pursuant to the Purchase Agreement is an arm’s length commercial transaction <br />among the Authority, the City, and the Underwriter, and the only obligations that the Underwriter has to <br />the Authority and the City with respect to the transaction that is contemplated hereby expressly are set forth <br />in the Purchase Agreement; (b) in connection therewith and with the discussions, undertakings and <br />procedures leading up to the consummation of such transaction, the Underwriter is and has been acting <br />solely as principal and is not acting as a Municipal Advisor (as such term is defined in Section 15B of The <br />Securities Exchange Act of 1934, as amended) to the City or the Authority; (c) the Underwriter has not <br />assumed an advisory or fiduciary responsibility in favor of the City or the Authority with respect to the <br />offering that is contemplated hereby or the discussions, undertakings and procedures leading thereto <br />(irrespective of whether the Underwriter has provided other services or is currently providing other services <br />to the City or the Authority on other matters); (d) the Underwriter has financial and other interests that may <br />differ from and be adverse to those of the Authority and the City; and (e) the Authority and the City have <br />consulted their own legal, financial, accounting, tax and other advisors to the extent that they have deemed <br />appropriate. <br />Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the <br />representations, warranties and agreements herein, the Underwriter hereby agrees to purchase, and the <br />Authority hereby agrees to issue, sell and deliver to the Underwriter all (but not less than all) of the
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