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HomeMy WebLinkAbout19-3, Attachment Old Greenwood Bond Purchase AgreementAttachment 3 $_,_,000 TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO.03-1 (OLD GREENWOOD) 2013 SPECIAL TAX REFUNDING BONDS BOND PURCHASE AGREEMENT June , 2013 Board of Directors Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) 11570 Donner Pass Road Truckee, California 96161 Gentlemen: Brandis Tallman, LLC (the "Underwriter"), acting not as a fiduciary or agent for Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) (the "District"), but on behalf of itself, offers to enter into this Bond Purchase Agreement (this "Purchase Agreement") with the District, which, upon acceptance by the District, will be binding upon the District and upon the Underwriter. This offer is made subject to its acceptance by the District prior to 5:00 p.m. PDT on the date hereof; and, if it is not accepted prior thereto, it will be subject to withdrawal by the Underwriter upon written notice delivered to the District. The District acknowledges and agrees that: (i) the purchase and sale of the Bonds (defined below) pursuant to this Purchase Agreement is an arm's-length commercial transaction between the District and the Underwriter; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as a "municipal advisor" (as defined in Section 15B of the Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the District with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the District on other matters); and (iv) the District has consulted its own legal, financial and other advisors to the extent it has deemed appropriate with respect to this transaction. Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter agrees to purchase from the District, and the District agrees to sell to the Underwriter, all (but not less than all) of the Truckee Donner Public Utility District Community Facilities District No.03-1 (Old Greenwood) 2013 Special Tax Refunding (the "Bonds") in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be dated the Closing Date (hereinafter defined); and they shall bear interest from said date (payable semiannually on March 1 and September 1 in each year, commencing March 1, 2014) at the rates per annum, mature on September 1 in each of the years and in the amounts, and be subject to DOC S OC/ 16245 5 8v 1 /022925 -0019 Attachment 3 redemption, all as set forth in Exhibit A hereto amount specified as such in Exhibit A hereto. The purchase price for the Bonds shall be the (b) The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable as provided in, the Trust Indenture by and between the District and The Bank of New York Mellon Trust Company, N.A., as Trustee (the "Trustee"), dated as of June 1, 2013 (the "Trust Indenture"). The execution and delivery of the Trust Indenture and the sale and issuance of the Bonds have been authorized by a resolution (the "Resolution of Issuance"), which was duly adopted by the Board of Directors (the "Board of Directors") of the Truckee Donner Public Utility District (the "Public Utility District"), acting as the legislative body of the District. The Bonds and interest thereon will be payable from the Net Taxes (as defined in the Trust Indenture) derived from the Special Taxes (as defined in the Trust Indenture) levied on property within the District according to the rate and method of apportionment of the Special Taxes approved by the qualified electors of the District and by the Board of Directors (the "Rate and Method of Apportionment"). Proceeds from the sale of the Bonds will be used, along with other available funds, in accordance with the Trust Indenture and the Mello -Roos Community Facilities Act of 1982, as amended (Sections 53311 et seq. of the Government Code of the State of California) (the "Law"), to pay the principal of and the interest coming due on the District's outstanding Special Tax Bonds (the "Prior Bonds") on September 1, 2013 and to redeem the remainder of the Prior Bonds on said date. (c) Subsequent to its receipt of the District's 15c2-12 Certificate, in substantially the form attached hereto as Exhibit B, deeming the Preliminary Official Statement for the Bonds, dated June _, 2013 (the "Preliminary Official Statement"), final for purposes of Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-12"), the Underwriter has distributed copies of the Preliminary Official Statement. The District hereby ratifies the use by the Underwriter of the Preliminary Official Statement and authorizes the Underwriter to use and distribute, in connection with its offer and sale of the Bonds, printed and/or electronic forms of. (i) the final Official Statement, dated the date hereof (including all information previously permitted to have been omitted by Rule 15c2-12, and any supplements and amendments thereto as have been approved by the District as evidenced by the execution and delivery of such document by an officer of the District) (the "Official Statement"), (ii) the Trust Indenture, (iii) the Continuing Disclosure Agreement of the District (the "District Disclosure Agreement"), (iv) this Purchase Agreement and (v) all other documents, certificates and written statements furnished by the District to the Underwriter in connection with the transactions contemplated by this Purchase Agreement and all information therein. The Underwriter hereby agrees to deliver a copy of the Official Statement to the Municipal Securities Rulemaking Board (the "MSRB") through the Electronic Municipal Marketplace Access website of the MSRB on or before the Closing Date and otherwise to comply with all applicable statutes and regulations in connection with the offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and Rule 15c2-12. (d) The Underwriter agrees to make a bona fide public offer all the Bonds, initially at the prices set forth in Exhibit A hereto. 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. The Underwriter reserves the right to: (i) over -allot or effect transactions which stabilize or maintain the market price of the Bonds at levels above those that might otherwise prevail in the open market, and (ii) discontinue such stabilizing, if commenced, at any time without prior notice. 2 DOC S OC/ 16245 5 8v 1 /022925 -0019 Attachment 3 (e) At 8:00 a.m., Pacific Daylight Time, on , 2013, or at other time or date as shall be agreed upon by the Underwriter and the District (such time and date being herein referred to as the "Closing Date"), the District will deliver (i) to The Depository Trust Company ("DTC") or to The Bank of New York Mellon Trust Company, N.A., acting as DTC's agent, the Bonds in definitive form (all Bonds being in book -entry form registered in the name of Cede & Co. and having the CUSIP numbers assigned to them printed thereon), duly executed by the officers of the District and authenticated by the Trustee, as provided in the Trust Indenture, and (ii) to the Underwriter, at the offices of Bond Counsel (as defined below), or at such other place as shall be mutually agreed upon by the District and the Underwriter, the documents mentioned in Section 3(d) below; and the Underwriter shall accept such delivery and pay the purchase price of the Bonds in immediately available funds (such delivery and payment being herein referred to as the "Closing"). 2. Representations, Warranties and Agreements of the District. The District represents, warrants and covenants to and agrees with the Underwriter that: (a) Pursuant to the Act, the Board of Directors has adopted its Resolution No. 2003-33 (stating its intention to establish the District and to authorize the levy of special taxes within the boundaries of the District), Resolution No. 2003-35 (stating its intention to have the District incur bonded indebtedness in an amount not to exceed $15,000,000), Resolution No. 2003-44 (establishing the District) and Resolution No. 2003-45 (determining the necessity to have the District incur up to $15,000,000 of bonded indebtedness) and its Ordinance No. 2003-04 (providing for the levy of the Special Taxes) (said resolutions and ordinance, collectively, the "District Resolutions"). In addition, the Board of Directors, acting as the legislative body of the District, also has caused to be recorded a Notice of Special Tax Lien in the real property records of the County of Nevada (the "Notice of Special Tax Lien" and, together with the District Resolutions, the "Formation Documents"). Each of the Formation Documents and the Resolution of Issuance remains in full force and effect as of the date hereof and has not been amended. (b) The District is duly organized and validly existing as a community facilities district under the laws of the State of California. The District has, and at the Closing Date will have, as the case may be, full legal right, power and authority (i) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Resolution of Issuance and the Trust Indenture as provided herein and (ii) to execute, deliver, carry out, give effect to and consummate the transactions on its part contemplated by the Formation Documents and by the Trust Indenture, this Purchase Agreement, and the District Disclosure Agreement (collectively, the "District Documents") and the Official Statement. (c) The District has complied, and will at the Closing Date be in compliance, in all material respects, with the Formation Documents and the District Documents, and any immaterial non-compliance by the District will not impair the ability of the District to carry out, give effect to or consummate the transactions on its part contemplated by the foregoing. From and after the date of issuance of the Bonds, the District will continue to comply with the covenants of the District contained in the District Documents. (d) The Board of Directors has duly and validly: (i) adopted the District Resolutions and the Resolution of Issuance, (ii) called, held and conducted in accordance with all requirements of the Law an election within the District to approve the Rate and Method of Apportionment and the levy of the Special Tax within the District pursuant thereto and to authorize bonded indebtedness of the District in an amount not to exceed $15,000,000, (iii) authorized and approved the issuance of the DOC S OC/ 16245 5 8v 1 /022925 -0019 Attachment 3 Bonds and due performance by the District of its obligations set forth in the District Documents, (iv) authorized the preparation, delivery and distribution of the Preliminary Official Statement and the Official Statement, and (v) authorized and approved the performance by the District of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by, each of the District Documents (including, without limitation, the levy and collection of the Special Tax), the Bonds and the Official Statement; and, at the Closing Date, the Formation Documents and the Resolution of Issuance will be in full force and effect and the District Documents and the Bonds will constitute the valid, legal and binding obligations of the District and (assuming due authorization, execution and delivery by other parties thereto, where necessary) will be enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general and to the application of equitable principles if equitable remedies are sought. (e) To the best of the District's knowledge, the District is not in breach of or default under any applicable law or administrative rule or regulation of the State of California (the "State") or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court or administrative decree or order to which the District or the District is subject, or under any loan agreement, note, resolution, indenture, contract, agreement or other instrument to which the District is a party or is otherwise subject or bound, a consequence of which could be to materially and adversely affect the performance by the District of its obligations under the Bonds, the Formation Documents or the District Documents; and compliance with the provisions of each thereof will not conflict with or constitute a breach of or default under any applicable law or administrative rule or regulation of the State or the United States, or of any department, division, agency or instrumentality thereof, or under any applicable court or administrative decree or order to which the District is subject, or a material breach of or default under any loan agreement, note, resolution, Trust Indenture, trust agreement, contract, agreement or other instrument to which the District is a parry or is otherwise subject or bound. (f) Except for compliance with the blue sky or other states securities law filings, as to which the District makes no representations, all approvals, consents, authorizations, elections and orders of or filings or registrations with any state governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the performance by the District of its obligations hereunder, or under the Formation Documents or the District Documents, have been obtained and are in full force and effect. (g) The Special Tax has been duly and lawfully authorized and may be levied under the Law, the State Constitution and the applicable laws of the State; and the Special Tax, when levied, will constitute a valid and legally binding continuing lien on the properties on which it has been levied. Except as described in the Official Statement, the District is unaware of any outstanding special assessment liens or special tax liens applicable to any property within the District other than the Special Tax; and the District has no present intention of conducting further proceedings leading to the levying of any additional special taxes against any such property. (h) The District will not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written consent of the Underwriter, which consent shall not be unreasonably delayed or withheld. Until the date which is twenty-five (25) days after the "end of the underwriting period" (as hereinafter defined), if any event 4 DOC S OC/ 16245 5 8v 1 /022925 -0019 Attachment 3 shall occur of which the District is aware, as a result of which it may be necessary to supplement the Official Statement in order to make the statements in the Official Statement, in light of the circumstances existing at such time, not misleading, the District shall forthwith notify the Underwriter of such event and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter's opinion, so that the statements therein as so supplemented will not be misleading in light of the circumstances existing at such time; and the District shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. If any such amendment or supplement of the Official Statement shall occur after the Closing Date, the District also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such amendment or supplement to the Official Statement. As used herein, the term "end of the underwriting period" means the later of such time as (i) the District delivers the Bonds to the Underwriter, or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the contrary, the "end of the underwriting period" shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the District at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the "end of the underwriting period." (i) The Trust Indenture creates a valid pledge of the Net Taxes and the moneys in the Special Tax Fund established pursuant to the Indenture (other than the moneys in the Administrative Expense Account therein), including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. Until such time as moneys have been set aside in an amount sufficient to pay all then outstanding Bonds at maturity or to the date of redemption if redeemed prior to maturity, plus unpaid interest thereon to maturity or to the date of redemption if redeemed prior to maturity, and premium, if any, the District will faithfully perform and abide by all of its obligations under the Trust Indenture. 0) Except as disclosed in the Official Statement, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body with respect to which the District has been served with process or has received pleadings or equivalent documents is pending or, to the best knowledge of the District, is threatened (i) which would materially adversely affect the ability of the District to perform its obligations under the Bonds, the Formation Documents or the District Documents, or (ii) seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Trust Indenture or the collection or application of the Special Tax or the pledge of the Net Taxes, or in any way contesting or affecting the validity or enforceability of the Bonds, the Formation Documents, the District Documents, or any action contemplated by any of said documents, or (iii) in any way contesting the completeness or accuracy of the Official Statement or the powers of the District with respect to the Bonds, the Formation Documents, the District Documents, or any action of the District contemplated by any of said documents; nor is there any action pending with respect to which the District has been served with process or has received pleadings or equivalent documents or, to the best knowledge of the District, threatened against the District which alleges that interest on the Bonds is not excludable from gross income for federal income tax purposes or is not exempt from California personal income taxation. (k) The District 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 5 DOC S OC/ 16245 5 8v 1 /022925 -0019 Attachment 3 for the Underwriter to qualify the Bonds for offer and sale under the "Blue Sky" or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; provided, however, the District shall not be required to register as a dealer or a broker of securities or to consent to service of process in connection with any blue sky filing. (1) Any certificate signed on behalf of the District by any official of the Public Utility District authorized by the Board of Directors to do so shall be deemed a representation and warranty to the Underwriter as to the statements made therein. (m) The District will apply the proceeds of the Bonds in accordance with the Trust Indenture and as described in the Official Statement. (n) The information contained in the Preliminary Official Statement (other than in Appendix F thereof, as to which no view is expressed) was as of the date thereof, and the information contained in the Official Statement (other in [Appendix G] thereof, as to which no view is expressed) is as of its date, and will be on the Closing Date, true and correct in all material respects; and such information does not and shall 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 light of the circumstances under which they were made, not misleading. (o) The Preliminary Official Statement heretofore delivered to the Underwriter has been deemed final by the District as of its date, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2-12. The District hereby covenants and agrees that, within seven (7) business days from the date hereof, or, if sooner, upon reasonable written notice from the Underwriter, within sufficient time to accompany any confirmation requesting payment for Bonds from any customer of the Underwriter, the District shall cause a final printed form of the Official Statement to be delivered to the Underwriter in a quantity mutually agreed upon by the Underwriter and the District so that the Underwriter may comply with paragraph (b)(4) of Rule 15c2-12 and Rules G-12, G-15, G-32 and G-36 of the MSRB. (p) Except as disclosed in the Official Statement, the District is not, and has not been within the last five (5) years, in breach of any reporting obligation that it has undertaken under Rule 15c2-12. To the best knowledge of the District neither the Public Utility District nor any of its affiliated agencies is, or has been within the last five (5) years, in breach of any reporting obligation that it has undertaken under Rule 15c2-12. (q) The District shall not amend, terminate, repeal or rescind, and will not agree to any amendment, termination, repealing or rescission of the Formation Documents, the District Documents or this Purchase Agreement without the prior written consent of the Underwriter. (r) The District shall not voluntarily undertake any course of action inconsistent with satisfaction of the requirements applicable to the District as set forth in this Purchase Agreement. (s) The District shall not knowingly take or omit to take any action that, under existing law, may adversely affect the exemption from personal income taxation of the State or the exclusion from gross income for federal income tax purposes of the interest on the Bonds. 3. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the 6 DOC S OC/ 16245 5 8v 1 /022925 -0019 Attachment 3 Underwriter, to the accuracy in all material respects of the representations and warranties on the part of the District contained herein, as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Public Utility District made on behalf of the District in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the District of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions: (a) At the Closing Date, the Formation Documents, the Resolution of Issuance and the District Documents shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and the refunding of the Prior Bonds and with the transactions contemplated thereby and by this Purchase Agreement, all such actions as, in the opinion Stradling Yocca Carlson & Rauth, a Professional Corporation, in its capacity as the District's bond counsel ("Bond Counsel") to the Underwriter, shall be necessary and appropriate. (b) The information contained in the Official Statement will, as of the Closing Date and as of the date of any supplement or amendment thereto pursuant to Section 2(h) hereof, be true and correct in all material respects and will not, as of the Closing Date or as of the date of any supplement or amendment thereto pursuant to Section 2(h) hereof, 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. (c) Between the date hereof and the Closing Date, the market price or marketability of the Bonds at the initial offering prices set forth in the Official Statement or the ability of the Underwriter to enforce contracts for the sale of Bonds shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the District terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following: (1) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America or recommended to the Congress by the President of the United States, the Department of the Treasury, the Internal Revenue Service, or any member of Congress, or favorably reported for passage to either House of Congress by any committee of such House to which such legislation had been referred for consideration or a decision rendered by a court established under Article III of the Constitution of the United States of America or by the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department or the Internal Revenue Service of the United States of America, with the purpose or effect, directly or indirectly, of imposing federal income taxation upon the interest that would be received by the owners of the Bonds beyond the extent to which such interest is subject to taxation as of the date hereof, (2) legislation introduced in or enacted (or resolution passed) by the Congress of the United States of America, or an order, decree or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not 7 DOC S OC/ 16245 5 8v 1 /022925 -0019 Attachment 3 exempt from registration under the Securities Act of 1933, as amended, or that the Trust Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general character of the Bonds, or of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement is or would be in violation of the federal securities laws, rules or regulations as amended and then in effect; (3) any amendment to the federal or California Constitution or action by any federal or California court, legislative body, regulatory body or other authority materially adversely affecting the tax status of the District, its property, income, securities (or interest thereon), the validity or enforceability of the Special Tax or the ability of the District to refund the Prior Bonds as contemplated by the Formation Documents, the District Documents or the Official Statement; (4) any event occurring, or information becoming known, which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Preliminary Official Statement or the Official Statement, or results in the Preliminary Official Statement or the Official Statement containing any untrue statement of a material fact or omitting 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 misleading and (x) the District refuses to permit the Official Statement to be supplemented to supply such statement or information or (y) the effect of any such supplement would be to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; (5) a declaration of war or an escalation of, or engagement in, military hostilities by the United States or the occurrence of any other national or international emergency or calamity relating to the effective operation of the government of, or the financial community in, the United States; (6) the declaration of a general banking moratorium by federal, State of New York or State of California authorities, or the general suspension of trading on any national securities exchange or the fixing and maintaining in force of minimum or maximum prices for trading or maximum ranges for prices for securities on the New York Stock Exchange or other national securities exchange, whether by virtue of determination by that exchange or by order of the Securities and Exchange Commission (the "SEC") or any other governmental authority having jurisdiction; (7) a material disruption in securities settlement, payment or clearance services affecting the Bonds shall have occurred; (8) there shall have been any material adverse change in the financial affairs of the District; (9) there shall be established any new restriction on transactions in securities materially affecting the free market for securities (including the imposition of any limitation on interest rates) or the extension of credit by, or a change to the net capital requirements of, underwriters established by the New York Stock Exchange, the SEC, any other federal or State agency or the Congress of the United States, or by Executive Order; or 8 DOC S OC/ 16245 5 8v 1 /022925 -0019 Attachment 3 (10) 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 all the underlying obligations as contemplated hereby 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 federal securities laws at the Closing Date. (d) On the Closing Date, the Underwriter shall have received originals or true and correct copies of the following documents, in either printed or electronic format in each case satisfactory in form and substance to the Underwriter: (1) The District Documents and the Resolution of Issuance, together with a certificate dated as of the Closing Date of the Secretary of the District to the effect that each of them is a true, correct and complete copy of the one duly adopted or approved by the Board of Directors; (2) The Official Statement; (3) An unqualified approving opinion for the Bonds, dated the Closing Date and addressed to the District, of Bond Counsel in the form attached to the Official Statement as [Appendix F], and a letter of such counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such approving opinion may be relied upon by the Underwriter to the same extent as if such opinion was addressed to it; (4) A supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that (i) the District Disclosure Agreement and this Purchase Agreement have been duly authorized, executed and delivered by the District, and, assuming such agreements constitute valid and binding obligations of the respective other parties thereto, they constitute the legally valid and binding agreements of the District enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights or remedies and by general principles of equity (regardless of whether such enforceability is considered in equity or at law); (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (iii) the information contained in the Official Statement on the cover and under the captions "INTRODUCTION," "THE REFUNDING PLAN," "THE 2013 BONDS (excluding the subheading "Debt Service Schedule")," "SECURITY AND SOURCES OF PAYMENT FOR THE 2013 BONDS," "LEGAL MATTERS — Tax Exemption," and [Appendices D and F] thereof is accurate, insofar as such information purports to summarize or replicate certain provisions of the Law, the Bonds, the Trust Indenture and the exclusion from gross income for federal income tax purposes and exemption from State of California personal income taxes of interest on the Bonds present a fair and accurate summary of such provisions; (5) An opinion, dated the Closing Date and addressed to the District and the Underwriter of Stradling Yocca Carlson & Rauth, a Professional Corporation in its capacity as the District's disclosure counsel, to the effect that, without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, but on the basis of their participation in conferences with representatives of the District, the Underwriter and others, and their examination of certain documents, no facts have come to their attention which would lead them to believe that the Official Statement as of its date or as of the 9 DOC S OC/ 16245 5 8v 1 /022925 -0019 Attachment 3 Closing Date contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial, statistical, economic, engineering, or demographic data or forecasts, numbers, charts, tables, graphs, maps, estimates, projections, assumptions or expressions of opinion, or any information about feasibility, valuation, appraisals, market absorption, real estate, archaeological, or environmental matters, the Appendices to the Official Statement or any information about debt service requirements, book -entry, The Depository Trust Company, or tax exemption contained in the Official Statement); (6) A certificate or certificates, dated the Closing Date and signed by an authorized officer of the Public Utility District on behalf of the District, ratifying the use and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offering and sale of the Bonds; and certifying that (i) the representations and warranties of the District contained in Section 2 hereof are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) to the best of his or her knowledge, no event has occurred since the date of the Official Statement affecting the matters discussed therein which should be disclosed in the Official Statement for the purposes for which it is to be used in order to make the statements and information contained in the Official Statement not misleading in any material respect; and (iii) the District has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under the District Documents and the Official Statement at or prior to the Closing Date; (7) An opinion, dated the Closing Date and addressed to the Underwriter, of the general counsel of the Public Utility District to the effect that (i) to the best of his knowledge and except as disclosed in the Official Statement, there is no litigation, action, suit, proceeding or investigation at law or in equity as to which the District is or would be a party, before or by any court, governmental agency or body, pending and notice of which has been served on and received by the District or, to the best of his knowledge, threatened against the District, challenging the creation, organization or existence of the District, or the validity of the Financing Documents or contesting the authority of the District to enter into or perform its obligations under any of such documents, or with respect to which an unfavorable decision, ruling or finding would materially adversely affect the ability of the District to perform its obligations under the Bonds, the Formation Documents or the District Documents, or which seeks to restrain or enjoin the issuance, sale and delivery of the Bonds or which challenges the exclusion from gross income for federal income tax purposes or State of California personal income taxes of interest on the Bonds, or the application of the proceeds thereof in accordance with the Trust Indenture, or the collection or application of the Net Taxes to pay the principal of and interest on the Bonds, or which in any way contests or affects the validity or enforceability of the Bonds, the Formation Documents or the District Documents or the accuracy of the Official Statement, or any action of the District contemplated by any of said documents; (ii) the District is duly organized and validly existing as a as a community facilities district under the laws of the State, (iii) the Board of Directors has duly and validly adopted and/or approved the Formation Documents, the District Documents and the Resolution of Issuance at meetings of the Board of Directors which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Formation Documents, the District Documents the Resolution of Issuance are now in full force and effect and have not been amended; (iv); to the best of his knowledge, the authorization, execution and delivery of the District Documents and compliance with the provisions thereof by the District of its obligations thereunder, will not conflict with, or constitute a breach or default under, in any material 10 DOC S OC/ 16245 5 8v 1 /022925 -0019 Attachment 3 respect, any law, administrative regulation, court decree, resolution, ordinance or other agreement to which the District is subject or by which it is bound; and (v) the statements in the Official Statement that purport to summarize the Formation Documents, the District Documents, the Rate and Method of Apportionment and the Special Tax fairly and accurately summarize the contents thereof (excluding therefrom any financial statistical data and forecasts included therein, as to which no opinion need be expressed); (8) One or more certificates dated the Closing Date from Willdan Financial Services addressed to the District and the Underwriter to the effect that (i) the Special Tax, if collected in the maximum amounts permitted, and without regard to the portion thereof levied to pay Administrative Expenses, will generate in each Fiscal Year at least 110% of the debt service payable with respect to the Bonds in the calendar year that begins in such Fiscal Year; (ii) all information appearing in the Official Statement for which Willdan Financial Services is identified as being the source is true and correct as of the date of the Official Statement and as of the Closing Date; and (iii) the statements concerning the Special Tax and the statistical and financial data set forth in the tables and discussion in the Official Statement which were derived from information supplied by Willdan Financial Services for use in the Official Statement are true, correct and complete in all material respects and do 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 and no events or occurrences have been ascertained by David Taussig & Associates, Inc. or have come to its attention that would substantially change such information set forth in the Official Statement; (9) A letter from Seevers Jordan Ziegenmeyer (the "Appraiser"), dated the Closing Date and addressed to the Underwriter and the District to the effect that it has prepared the appraisal report with respect to certain property located within the District dated , 2013 (the "Appraisal Report"), and that: (a) the Appraisal Report was included in the Preliminary Official Statement and the Official Statement with its permission, (b) neither the Appraisal Report nor the information in the Official Statement referring to it contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (c) no events or occurrences have been ascertained by the Appraiser or have come to the Appraiser's attention that would materially change the opinion set forth in the Appraisal Report; (10) A certificate of the District dated the Closing Date, in a form acceptable to Bond Counsel, that the Bonds are not arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended; (11) A certificate of the Trustee and an opinion of counsel to the Trustee dated the Closing Date and addressed to the District and the Underwriter to the effect that the Trustee has authorized the execution and delivery of the Trust Indenture and that the Trust Indenture is a valid and binding obligation of the Trustee enforceable in accordance with its terms; (12) Such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the statements and information contained in the Preliminary Official Statement and the Official Statement, of the District's representations and warranties contained herein and the due performance or satisfaction by the District at or prior to the Closing of all 11 DOC S OC/ 16245 5 8v 1 /022925 -0019 Attachment 3 agreements then to be performed and all conditions then to be satisfied by the District in connection with the transactions contemplated hereby and by the Official Statement; (13) Written confirmation from Willdan Financial Services and/or the Public Utility District's dissemination agent a form acceptable to the Underwriter that the District and the Public Utility District have each timely filed materially complete disclosure reports in conformance with their respective continuing disclosure undertakings pursuant to Rule 15c2-12 in each of the last five fiscal years; (14) Evidence that the federal tax information Form 8038-G has been prepared for filing; (15) A defeasance opinion of Bond Counsel in form satisfactory to the Underwriter; and (16) Evidence that notice of the defeasance of the Prior Bonds and termination of disclosure obligations relating to the Prior Bonds has been prepared for filing with the EMMA system of the MSRB. If the District shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter nor the District shall be under any further obligation hereunder, except that the respective obligations of the District and the Underwriter set forth in Section 5 hereof shall continue in full force and effect. 4. Conditions of the District's Obligations. The District's obligations hereunder are subject to the Underwriter's performance of its obligations hereunder, and are also subject to the following conditions: (a) As of the Closing Date, no litigation shall be pending or, to the knowledge of the duly authorized officer of the Public Utility District on behalf of the District executing the certificate referred to in Section 3(d)(7) hereof, threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any District or the validity of the Bonds, the Formation Documents, the District Documents or the existence or powers of the District; and (b) As of the Closing Date, the District shall receive the approving opinion of Bond Counsel referred to in Section 3(d)(3) hereof, dated as of the Closing Date. 5. Expenses. Whether or not the Bonds are delivered to the Underwriter as set forth herein: (a) The Underwriter shall be under no obligation to pay, and the District shall pay or cause to be paid (out of any legally available funds of the District), all expenses incident to the performance of the District's obligations hereunder, including, but not limited to, the cost of printing and delivering the Bonds to DTC, the cost of preparation, printing, distribution and delivery of the Preliminary Official Statement, and the Official Statement, the reasonable cost of confirming that the District has timely filed materially complete disclosure reports in conformance with the District's 12 DOC S OC/ 16245 5 8v 1 /022925 -0019 Attachment 3 continuing disclosure undertakings pursuant to Rule 15c2-12 in each of the last five fiscal years; and all other agreements and documents contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter (excluding the fees and disbursements of the Underwriter's counsel); and the fees and disbursements of the Trustee for the Bonds and Bond Counsel, Disclosure Counsel and any accountants, engineers or any other experts or consultants the District has retained in connection with the Bonds; and (b) The District shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of obtaining CUSIP numbers, the cost of preparation of any "blue sky" or legal investment memoranda and this Purchase Agreement; expenses to qualify the Bonds for sale under any "blue sky" or other state securities laws; and all other expenses incurred by the Underwriter in connection with its public offering and distribution of the Bonds (except those specifically enumerated in paragraph (a) of this section), including the fees and disbursements of its counsel and any advertising expenses. 6. Notices. Any notice or other communication to be given to the District under this Purchase Agreement may be given by delivering the same in writing to the District in care of the Public Utility District at the address shown on the first page hereof, , Attention: Treasurer and Administrative Services Director; and any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Brandis Tallman LLC, 22 Battery Street, Suite 500, San Francisco, CA 94111, Attention: Sara Brown. 7. Parties in Interest. This Purchase Agreement is made solely for the benefit of the District and the Underwriter (including their successors or assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. The term "successor" shall not include any owner of a Bond merely by virtue of such ownership. 8. Survival of Representations and Warranties. The representations and warranties of the District set forth in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as to the results of such investigations) concerning such representations and statements of the District and regardless of delivery of and payment for the Bonds. 9. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the District and shall be valid and enforceable as of the time of such acceptance. 10. No Prior Agreements. This Purchase Agreement supersedes and replaces all prior negotiations, agreements and understandings between the parties hereto in relation to the sale of Bonds for the District. 11. Governing Law. This Purchase Agreement shall be governed by the laws of the State of California applicable to contracts made and performed in California. 13 DOC S OC/ 16245 5 8v 1 /022925 -0019 Attachment 3 12. Counterparts. This Purchase Agreement may be executed simultaneously in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. Very truly yours, BRANDIS TALLMAN, LLC [Title] ACCEPTED at _ a.m./p.m. PDT on June _, 2013. TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 03-1 (OLD GREENWOOD) Treasurer and Administrative Services Director 14 DOC S OC/ 16245 5 8v 1 /022925 -0019 Attachment 3 EXHIBIT A MATURITY SCHEDULE TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 03-1 (OLD GREENWOOD) 2013 SPECIAL TAX REFUNDING BONDS Maturity Date Principal (September 1) Amount Interest Rate Yield Price 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2026 2027 2028 2029 2030 2031 2032 2033 The purchase price of the Bonds shall be $ , which is the principal amount thereof ($_,,000) plus net original issue premium of $ and less Underwriter's discount of $ The Bonds shall be subject to redemption in accordance with the following: [TO COME] A-1 DOC S OC/ 16245 5 8v 1 /022925 -0019 Attachment 3 EXHIBIT B $_,_,000* TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 03-1 (OLD GREENWOOD) 2013 SPECIAL TAX REFUNDING BONDS RULE 15c2-12 CERTIFICATE The undersigned hereby certifies and represents that he is the Treasurer and Administrative Services Director of the Truckee Donner Public Utility District and is duly authorized to execute and deliver this certificate on behalf of Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) (the "District") and further hereby certifies that: (1) this certificate is being delivered in connection with the sale and issuance of the District's 2013 Special Tax Refunding Bonds (the "Bonds") in order to enable the underwriter of the Bonds to comply with Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (the "Rule"); (2) in connection with the sale and issuance of the Bonds, there has been prepared a Preliminary Official Statement dated June _, 2013 setting forth information concerning the Bonds and the District (the "Preliminary Official Statement"); and (3) except for the Permitted Omissions, the Preliminary Official Statement is deemed final within the meaning of the Rule. As used herein, the term "Permitted Omissions" refers to the offering price(s), interest rates(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings and other terms of the Bonds depending on such matters, all as set forth in the Rule. IN WITNESS WHEREOF, I have hereunto set my hand as of June _, 2013. TRUCKEE DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 03-1 (OLD GREENWOOD) By: Its: # Preliminary, subject to change. A-1 DOC S OC/ 16245 5 8v 1 /022925 -0019 Treasurer and Administrative Services Director