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Squire Draft 2/3/26
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$[PAR]
CITY OF MESA, ARIZONA
UTILITY SYSTEMS REVENUE REFUNDING OBLIGATIONS,
SERIES 2026
PURCHASE CONTRACT
[Pricing Date]
CITY OF MESA, ARIZONA
20 East Main Street
Mesa, Arizona 85201
The undersigned, BofA Securities, Inc. (the “Underwriter”), acting on its own behalf and
not acting as fiduciary or agent of the City of Mesa, Arizona (the “Issuer”), offers to enter into the
following agreement with the Issuer, which, upon the Issuer’s written acceptance of this offer, will
be binding upon the Issuer and upon the Underwriter. This offer is made subject to the Issuer’s
written acceptance hereof on or before 5:00 p.m., Arizona time, on the date hereof, and, if not so
accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Issuer at
any time prior to the acceptance hereof by the Issuer. The offer of the Underwriter is made by
signing the signature line provided and delivering the signed page to the Issuer. The acceptance
is made by the Issuer signing the signature line provided and delivering the signed page to the
Underwriter. Delivery includes sending in the form of a facsimile or telecopy or via the internet
as a portable document format (PDF) file or other replicating image attached to an electronic
message. Terms not otherwise defined in this Purchase Contract shall have the same meanings set
forth in the Trust Agreement (as defined herein) or in the Official Statement (as defined herein).
1.
Purchase and Sale of the Obligations. The Issuer’s Utility Systems Revenue
Refunding Obligations, Series 2026 (the “Obligations”) shall be executed and delivered pursuant
to a Trust Agreement, to be dated as of [May] 1, 2026 (the “Trust Agreement”), between the Issuer
and UMB Bank, n.a., as trustee (in such capacity, the “Trustee”), and Resolution No. [____],
passed and adopted by the City Council of the City on [April 6], 2026 (the “Authorizing
Resolution”). The Obligations represent undivided proportionate interests in an Installment
Purchase Agreement, to be dated as of [May] 1, 2026 (the “Purchase Agreement”), between UMB
Bank, n.a., in its capacity as seller, and the Issuer, as purchaser, and the payments made by the
Issuer under the Purchase Agreement.
Subject to the terms and conditions and in reliance upon the representations,
warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the
Issuer, and the Issuer hereby agrees to cause the sale and delivery to the Underwriter, all, but not
less than all, of the Obligations. Inasmuch as this purchase and sale represents a negotiated
transaction, the Issuer acknowledges and agrees that: (i) the Underwriter is not acting as municipal
advisor within the meaning of Section 15B of the Securities Exchange Act, as amended, (ii) the
primary role of the Underwriter, as underwriter, is to purchase securities, for resale to investors, in
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an arm’s length commercial transaction between the Issuer and the Underwriter and the
Underwriter has financial and other interests that differ from those of the Issuer; (iii) the
Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor
or fiduciary to the Issuer and has not assumed any advisory or fiduciary responsibility to the Issuer
with respect to the transaction contemplated hereby and the discussions, undertakings and
procedures leading thereto (irrespective of whether the Underwriter has provided other services or
is currently providing other services to the Issuer on other matters); (iv) the only obligations the
Underwriter has to the Issuer with respect to the transaction contemplated hereby expressly are set
forth in this Purchase Contract; and (v) the Issuer has consulted its own financial and/or municipal,
legal, accounting, tax and other advisors, as applicable, to the extent it has deemed appropriate.
The Underwriter has been duly authorized to execute this Purchase Contract and to act hereunder.
The principal amount of the Obligations to be executed and delivered, the dated date therefor, the
initial interest payment date, the maturities, the redemption provisions and interest rates per annum
and resulting yields are set forth in Schedule I hereto.
The purchase price for the Obligations shall be $________, representing the
aggregate of (i) the par amount of the Obligations, [plus][less] (ii) the [net] reoffering
[premium][discount] on the Obligations of $_________ and less (iii) an underwriting discount of
$________.
[For convenience, the Underwriter shall pay by the Closing Date (as defined
herein), on behalf of the Issuer, $_________ from the proceeds of the Obligations to the Insurer
(as defined herein) as payment of the bond insurance premium for the Policy (as defined herein).]
2.
Public Offering. The Underwriter intends to make an initial public offering of the
Obligations at a price not in excess of the initial offering price or prices or yields not less than the
yields set forth on the inside front cover page of the Official Statement of the Issuer; provided,
however, the Underwriter reserves the right to change such initial public offering price or prices
as the Underwriter deems necessary or desirable, in its sole discretion, in connection with the
marketing of the Obligations (but in all cases subject to the requirements of Section 3 hereof), and
may offer and sell the Obligations to certain dealers, unit investment trusts and money market
funds, certain of which may be sponsored or managed by the Underwriter at prices lower than the
public offering prices or yields greater than the yields set forth therein (but in all cases subject to
the requirements of Section 3 hereof).
3.
Establishment of Issue Price.
(a)
The Underwriter agrees to assist the Issuer in establishing the issue price of
the Obligations and shall execute and deliver to the Issuer at Closing (as defined herein) an “issue
price” or similar certificate, substantially in the form attached hereto as Exhibit A, together with
the supporting pricing wires or equivalent communications, with such modifications as may be
deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and
Special Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering
price or prices to the public of the Obligations. All actions to be taken by the Issuer under this
section to establish the issue price of the Obligations may be taken on behalf of the Issuer by the
Issuer’s municipal advisor identified herein and any notice or report to be provided to the Issuer
may be provided to the Issuer’s municipal advisor.
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(b)
[Except for the maturities set forth in Schedule [II] attached hereto,] the
Issuer represents that it will treat the first price at which 10% of each maturity of the Obligations
[(the “10% Test”)] is sold to the public as the issue price of that maturity (if different interest rates
apply within a maturity, each separate CUSIP number within that maturity will be subject to the
10% Test). [If, as of the date hereof, the 10% Test has not been satisfied as to any maturity of the
Obligations for which the Issuer has elected to utilize the 10% Test, the Underwriter agrees to
promptly report to the Issuer the prices at which it sells the unsold Obligations of that maturity to
the public. That reporting obligation shall continue until the earlier of the date upon which the
10% Test has been satisfied as to the Obligations of that maturity or maturities or the Closing
Date.]]
[(c)
The Underwriter confirms that it has offered the Obligations to the public
on or before the date of this Purchase Contract at the offering price or prices (the “initial offering
price”), or at the corresponding yield or yields, set forth in Schedule [II] attached hereto, except as
otherwise set forth therein. Schedule [II] also sets forth, as of the date of this Purchase Contract,
the maturities, if any, of the Obligations for which the 10% Test has not been satisfied and for
which the Issuer and the Underwriter agrees that the restrictions set forth in the next sentence shall
apply (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains
applicable to any maturity of the Obligations, the Underwriter will neither offer nor sell unsold
Obligations of that maturity to any person at a price that is higher than the initial offering price to
the public during the period starting on the sale date and ending on the earlier of the following:
(1)
the close of the fifth (5th) business day after the sale date; or
(2)
the date on which the Underwriter has sold at least 10% of that maturity of
the Obligations to the public at a price that is no higher than the initial offering price to the
public.]
[(c)][(d)]
The Underwriter confirms that:
(1)
any selling group agreement and any third-party distribution agreement
relating to the initial sale of the Obligations to the public, together with the related pricing
wires, contains or will contain language obligating each dealer who is a member of the
selling group and each broker-dealer that is a party to such third-party distribution
agreement, as applicable:
(A)(i) to report the prices at which it sells to the public the unsold
Obligations of each maturity allocated to it until either all Obligations of that
maturity allocated to it have been sold or it is notified by the Underwriter that the
10% Test has been satisfied as to the Obligations of that maturity and (ii) to comply
with the hold-the-offering-price rule, if applicable, in each case if and for so long
as directed by the Underwriter and as set forth in the related pricing wires, and
(B)
to promptly notify the Underwriter of any sales of
Obligations that, to its knowledge, are made to a purchaser who is a related party
to an underwriter participating in the initial sale of the Obligations to the public
(each such term being used as defined below), and
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(C)
to acknowledge that, unless otherwise advised by the dealer
or broker-dealer, the Underwriter shall assume that each order submitted by the
dealer or broker-dealer is a sale to the public.
(2)
any selling group agreement relating to the initial sale of the Obligations to
the public, together with the related pricing wires, contains or will contain language
obligating each dealer that is a party to a third-party distribution agreement to be employed
in connection with the initial sale of the Obligations to the public to require each broker-
dealer that is a party to such third-party distribution agreement to (A) report the prices at
which it sells to the public the unsold Obligations of each maturity allocated to it until
either all Obligations of that maturity allocated to it have been sold or it is notified by the
Underwriter that the 10% Test has been satisfied as to the Obligations of that maturity and
(B) comply with the hold-the-offering-price rule, if applicable, [in each case] if and for so
long as directed by the Underwriter and as set forth in the related pricing wires.
The Issuer acknowledges that, in making the representations set forth in this section, the
Underwriter will rely on (i) in the event a selling group has been created in connection with the
initial sale of the Obligations to the public, the agreement of each dealer who is a member of the
selling group to comply with the requirements for establishing issue price of the Obligations,
including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if
applicable to the Obligations, as set forth in a selling group agreement and the related pricing
wires, and (ii) in the event that a third-party distribution agreement that was employed in
connection with the initial sale of the Obligations to the public, the agreement of each broker-
dealer that is a party to such agreement to comply with the requirements for establishing issue
price of the Obligations, including, but not limited to, its agreement to comply with the hold-the-
offering-price rule, if applicable, as set forth in the third-party distribution agreement and the
related pricing wires. The Issuer further acknowledges that the Underwriter shall not be liable for
the failure of any broker-dealer that is a party to a third-party distribution agreement, to comply
with its corresponding agreement to comply with the requirements for establishing issue price of
the Obligations, including, but not limited to, its agreement to comply with the hold-the-offering-
price rule, if applicable to the Obligations.]
[(d)][(e)]
The Underwriter acknowledges that sales of any Obligations to any
person that is a related party to an underwriter participating in the initial sale of the Obligations to
the public (each such term being used as defined below) shall not constitute sales to the public for
purposes of this section. Further, for purposes of this section:
(1)
“public” means any person other than an underwriter or a related party to
an underwriter,
(2)
“underwriter” means (A) any person that agrees pursuant to a written
contract with the Issuer (or with the lead underwriter to form an
underwriting syndicate) to participate in the initial sale of the Obligations
to the public and (B) any person that agrees pursuant to a written contract
directly or indirectly with a person described in clause (A) to participate in
the initial sale of the Obligations to the public (including a member of a
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selling group or a party to a third-party distribution agreement participating
in the initial sale of the Obligations to the public), [and]
(3)
a purchaser of any of the Obligations is a “related party” to an underwriter
if the underwriter and the purchaser are subject, directly or indirectly, to (A)
more than 50% common ownership of the voting power or the total value
of their stock, if both entities are corporations (including direct ownership
by one corporation of another), (B) more than 50% common ownership of
their capital interests or profits interests, if both entities are partnerships
(including direct ownership by one partnership of another), or (C) more than
50% common ownership of the value of the outstanding stock of the
corporation or the capital interests or profit interests of the partnership, as
applicable, if one entity is a corporation and the other entity is a partnership
(including direct ownership of the applicable stock or interests by one entity
of the other)[.][and
(4)
“sale date” means the date of execution of this Purchase Contract by all
parties.]
4.
The Official Statement.
(a)
A copy of the Preliminary Official Statement dated ________, 2026 (the
“Preliminary Official Statement”) including the cover page, inside front cover page and
Appendices thereto, of the Issuer relating to the Obligations has been provided to the Underwriter.
Such Preliminary Official Statement, as amended to reflect the changes required in connection
with the pricing and sale of the Obligations, is hereinafter called the “Official Statement.”
(b)
The Preliminary Official Statement has been prepared for use by the
Underwriter in connection with the public offering, sale and distribution of the Obligations. The
Issuer hereby deems the Preliminary Official Statement “final” as of its date, except for the
omission of such information which is dependent upon the final pricing of the Obligations for
completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities
Exchange Act of 1934 (the “Rule”).
(c)
The Issuer represents that it has reviewed and approved the information in
the Official Statement and hereby authorizes the Official Statement and the information therein
contained to be used by the Underwriter in connection with the public offering and the sale of the
Obligations. The Issuer consents to the use by the Underwriter prior to the date hereof of the
Preliminary Official Statement in connection with the public offering of the Obligations. The
Issuer shall provide, or cause to be provided, to the Underwriter as soon as practicable after the
date of the Issuer’s acceptance of this Purchase Contract (but, in any event, not later than within
seven (7) business days after the Issuer’s acceptance of this Purchase Contract and in sufficient
time to accompany any confirmation that requests payment from any customer) copies (including
electronic copies) of the Official Statement which is complete as of the date of its delivery to the
Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to
comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board
(“MSRB”). The Issuer shall prepare the Official Statement, including any amendments thereto, in
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word-searchable PDF format as described in the MSRB’s Rule G-32 and shall provide the
electronic copy of the word-searchable PDF format of the Official Statement to the Underwriter
no later than one (1) business day prior to the Closing to enable the Underwriter to comply with
MSRB Rule G-32. The Issuer hereby confirms that it does not object to the distribution of the
Official Statement in electronic form.
(d)
If, after the date of this Purchase Contract to and including the date the
Underwriter is no longer required to provide an Official Statement to potential customers who
request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting
period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any
person from the MSRB, but in no case less than 25 days after the “end of the underwriting period”
for the Obligations), the Issuer becomes aware of any fact or event which might or would cause
the Official Statement, as then supplemented or amended, to contain any untrue statement of a
material fact or to omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading, or if it is necessary to amend or supplement the Official
Statement to comply with law, the Issuer will notify the Underwriter (and for the purposes of this
clause provide the Underwriter with such information as it may from time to time request), and if,
in the opinion of the Underwriter, or the Issuer, such fact or event requires preparation and
publication of a supplement or amendment to the Official Statement, the Issuer will forthwith
prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the
Underwriter), a reasonable number of copies of either amendments or supplements to the Official
Statement so that the statements in the Official Statement as so amended and supplemented will
not contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading or so that the Official
Statement will comply with law. If such notification shall be subsequent to the Closing, the Issuer
shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter
may reasonably deem necessary to evidence the truth and accuracy of such supplement or
amendment to the Official Statement.
(e)
The Underwriter hereby agrees to file the Official Statement with the
Electronic Municipal Market Access system of the MSRB. Unless otherwise notified in writing
by the Underwriter, the Issuer can assume that the “end of the underwriting period” for purposes
of the Rule is the Closing Date (as defined herein).
(f)
In order to assist the Underwriter in complying with the Rule, the Issuer will
undertake, pursuant to the Continuing Disclosure Undertaking, dated as of the Closing Date (the
“Continuing Disclosure Undertaking”), executed by the Issuer, to provide annual financial
information and notices of the occurrence of specified events. A description of the Continuing
Disclosure Undertaking is set forth in, and a form of such agreement is attached as an appendix to,
the Preliminary Official Statement and the Official Statement.
5.
Representations, Warranties, and Covenants of the Issuer. The Issuer hereby
represents and warrants to and covenants with the Underwriter as it relates to the primary offering
of the Obligations that:
(a)
The Issuer is duly organized and validly existing as a municipal corporation
under the laws of the State of Arizona (the “State”) with powers required for the purposes of this
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Purchase Contract, and has full legal right, power and authority, and at the Closing Date will have
full legal right, power and authority (i) to enter into, execute and deliver this Purchase Contract,
the Trust Agreement, the Purchase Agreement, the Authorizing Resolution, the Escrow Trust
Agreement , to be dated as of [May] 1, 2026 (the “Escrow Trust Agreement”), between the Issuer
and UMB Bank, n.a., as escrow trustee (in such capacity, the “Escrow Trustee”), and the
Continuing Disclosure Undertaking and all documents required hereunder and thereunder to be
executed and delivered by the Issuer (this Purchase Contract, the Trust Agreement, the Purchase
Agreement, the Authorizing Resolution, the Escrow Trust Agreement, the Continuing Disclosure
Undertaking and the other documents referred to in this clause (i) hereinafter referred to as the
“Issuer Documents”), (ii) to cause the Trustee to sell, execute and deliver the Obligations to the
Underwriter as provided herein, (iii) to carry out and consummate the transactions contemplated
by the Issuer Documents and the Official Statement and (iv) the Issuer has materially complied,
and will at the Closing be in compliance in all material respects, with the terms of the Issuer
Documents as they pertain to such transactions;
(b)
By all necessary official action of the Issuer prior to or concurrently with
the acceptance hereof, the Issuer has duly authorized (i) the execution of the Issuer Documents
and the sale, execution and delivery of the Obligations, (ii) the approval, execution and delivery
of, and the performance by the Issuer of the obligations on its part contained in, the Obligations
and the Issuer Documents and (iii) the consummation by it of all other transactions contemplated
by the Official Statement and the Issuer Documents and any and all such other agreements and
documents as may be required to be executed, delivered and/or received by the Issuer in order to
carry out, give effect to, and consummate the transactions contemplated herein and in the Official
Statement;
(c)
The Issuer Documents constitute legal, valid and binding obligations of the
Issuer, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other similar laws and principles of equity relating to or affecting
the enforcement of creditors’ rights; the Purchase Agreement, when executed and delivered and
paid for, in accordance with the Trust Agreement and this Purchase Contract, will constitute legal,
valid and binding obligations of the Issuer entitled to the benefits of the Trust Agreement and
enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium and other similar laws and principles of equity relating to or affecting the enforcement
of creditors’ rights; upon the execution and delivery of the Obligations as aforesaid, the Trust
Agreement will provide, for the benefit of the owners, from time to time, of the Obligations, the
legally valid and binding pledge of and lien it purports to create as set forth in the Trust Agreement;
(d)
The Issuer is not in breach of or default in any material respect under any
applicable constitutional provision, law or administrative regulation of the State or the United
States or any applicable judgment or decree or, subject to the limitation in Section 5(o), any loan
agreement, indenture, bond, note, resolution, agreement or other instrument to which the Issuer is
a party or to which the Issuer is or any of its property or assets are otherwise subject, and no event
has occurred and is continuing which constitutes or with the passage of time or the giving of notice,
or both, would constitute in any material respect a default or event of default by the Issuer under
any of the foregoing; and the execution and delivery of the Obligations, the Issuer Documents and
the adoption of the Authorizing Resolution, and compliance with the provisions on the Issuer’s
part contained therein, will not conflict with or constitute a breach of or default under any
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constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture,
bond, note, resolution, agreement or other instrument to which the Issuer is a party or to which the
Issuer is or to which any of its property or assets are otherwise subject in any material respect nor
will any such execution, delivery, adoption or compliance result in the creation or imposition of
any lien, charge or other security interest or encumbrance of any nature whatsoever upon any
property or assets of the Issuer to be pledged to secure the Purchase Agreement and the Obligations
or under the terms of any such law, regulation or instrument, all except as provided by the Purchase
Agreement and the Trust Agreement;
(e)
All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having jurisdiction of the
matter which are required for the due authorization of, which would constitute a condition
precedent to, or the absence of which would materially adversely affect the due performance by
the Issuer of its obligations under the Issuer Documents and the Obligations have been duly
obtained, except for such approvals, consents and orders as may be required under the “blue sky”
or securities laws of any jurisdiction in connection with the offering and sale of the Obligations;
(f)
The Obligations and the Authorizing Resolution conform to the descriptions
thereof contained in the Official Statement under the caption “THE OBLIGATIONS”; the
proceeds of the sale of the Obligations will be applied generally as described in the Official
Statement under the captions “THE OBLIGATIONS – Authorization and Purpose”; and the
Continuing Disclosure Undertaking conforms to the description thereof contained in the Official
Statement under the caption “CONTINUING SECONDARY MARKET DISCLOSURE”;
(g)
Other than as described in the Preliminary Official Statement, the Official
Statement and any supplements or amendments thereto, the Issuer has not been served with, has
no currently pending, and has not been overtly threatened to be served with any action, suit,
proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental
agency, public board or body, affecting the corporate existence of the Issuer or the titles of its
officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale,
execution or delivery of the Obligations, the refunding of the bonds being refunded with the
proceeds of the Obligations (the “Bonds Being Refunded”), or the collection of the Pledged
Revenues (as defined in the Official Statement) pledged to the payment of the payments due under
the Purchase Agreement, or in any way contesting or affecting the validity or enforceability of the
Obligations or the Issuer Documents, or contesting the exclusion from gross income of interest on
the Obligations for federal income tax purposes or State income tax purposes, or contesting in any
way the completeness or accuracy of the Preliminary Official Statement or the Official Statement
or any supplements or amendments thereto, or contesting the powers of the Issuer or any authority
regarding the execution and delivery of the Obligations, the refunding of the Bonds Being
Refunded, the adoption of the Authorizing Resolution or the execution and delivery of the Issuer
Documents, or wherein, to the actual knowledge of the City Attorney, an unfavorable decision,
ruling or finding would materially adversely affect the validity or enforceability of the Obligations
or the Issuer Documents;
(h)
As of the date thereof, the Preliminary Official Statement did not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein
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or necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading;
(i)
At the time of the Issuer’s acceptance hereof and (unless the Official
Statement is amended or supplemented pursuant to Section 4(d) hereof) at all times subsequent
thereto during the period up to and including the Closing Date, the Official Statement does not and
will not contain any untrue statement of a material fact or omit to state any 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;
(j)
If the Official Statement is supplemented or amended pursuant to Section
4(d) hereof, at the time of each supplement or amendment thereto and (unless subsequently again
supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the
period up to and including the Closing Date, the Official Statement as so supplemented or amended
will not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under
which made, not misleading;
(k)
The Issuer will apply, or cause to be applied, the proceeds from the sale of
the Obligations as provided in and subject to all of the terms and provisions of the Trust Agreement
and will not take or omit to take any action which action or omission will adversely affect the
exclusion from gross income for federal income tax purposes or State income tax purposes of the
interest on the Obligations;
(l)
The Issuer, at the expense of the Underwriter, will furnish such information
and execute such instruments and take such action in cooperation with the Underwriter as the
Underwriter may reasonably request (i) to (A) qualify the Obligations for offer and sale under the
“blue sky” or other securities laws and regulations of such states and other jurisdictions in the
United States as the Underwriter may designate and (B) determine the eligibility of the Obligations
for investment under the laws of such states and other jurisdictions, and (ii) to continue such
qualifications in effect so long as required for the distribution of the Obligations (provided,
however, that the Issuer will not be required to qualify as a foreign corporation or to file any
general or special consents to service of process under the laws of any jurisdiction) and will advise
the Underwriter immediately of receipt by the Issuer of any notification with respect to the
suspension of the qualification of the Obligations for sale in any jurisdiction or the initiation or
threat of any proceeding for that purpose;
(m)
The financial statements of, and other financial information regarding, the
Issuer in the Preliminary Official Statement and the Official Statement fairly present the financial
position and results of the Issuer as of the dates and for the periods therein set forth in accordance
with generally accepted governmental accounting principles as applicable to governmental units
and have been prepared in accordance with generally accepted governmental accounting principles
consistently applied throughout the periods concerned (except as otherwise disclosed in the
Preliminary Official Statement and the Official Statement or financial statements); and since June
30, 2025, the Issuer has not incurred any material liabilities, direct or contingent, nor has there
been any material adverse change in the financial position, results of operations or condition,
financial or otherwise, of the Issuer that are not described in the Preliminary Official Statement
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and the Official Statement, whether or not arising from transactions in the ordinary course of
business. The Issuer intends that prior to the Closing, there will be no adverse change of a material
nature in such financial position, results of operations or condition, financial or otherwise, of the
Issuer other than as described in the Preliminary Official Statement and the Official Statement.
Other than as described in the Preliminary Official Statement, the Official Statement and any
supplement or amendment thereto, the Issuer is not a party to any litigation or other proceeding
pending or, to its knowledge, overtly threatened which, if decided adversely to the Issuer, would
have a materially adverse effect on the financial condition of the Issuer;
(n)
The Issuer has fully submitted the information required with respect to
previous issuances of bonds, securities and lease-purchase agreements of the Issuer pursuant to
Section 35-501(B), Arizona Revised Statutes, as amended, and will file the information relating to
the Obligations required to be submitted to the Arizona Department of Administration pursuant
thereto within sixty (60) days of the Closing Date;
(o)
The Issuer is the only “obligated person” (as defined in the Rule) with
respect to the Obligations, and there have not been and, as of the Closing, there will not have been,
any instances during the preceding five years in which the Issuer failed to comply, in all material
respects, with any previous continuing disclosure agreement made by the Issuer for purposes of
the Rule, except as disclosed under “CONTINUING SECONDARY MARKET DISCLOSURE”
in the Official Statement;
(p)
Except as disclosed in the Preliminary Official Statement and the Official
Statement, prior to the Closing the Issuer will not offer or issue any bonds, notes or other
obligations for borrowed money or incur any material liabilities, direct or contingent, payable from
or secured by any of the revenues or assets which will secure the Obligations without the prior
approval of the Underwriter; and
(q)
Any certificate signed by any official of the Issuer authorized to do so in
connection with the transactions contemplated by this Purchase Contract shall be deemed a
representation and warranty by the Issuer to the Underwriter as to the statements made therein.
6.
Closing.
(a)
Before 8:00 a.m., Arizona time, on [Closing Date] (the “Closing Date”), or
at such other time and date as shall have been mutually agreed upon by the Issuer and the
Underwriter (the “Closing”), the Issuer will, subject to the terms and conditions hereof, cause the
delivery of the Obligations to the Underwriter duly executed and authenticated, together with the
other documents hereinafter mentioned, and the Underwriter will, subject to the terms and
conditions hereof, accept such delivery and pay the purchase price of the Obligations as set forth
in Section 1 of this Purchase Contract by a wire transfer payable in immediately available funds
to the order of the Issuer. Payment for the Obligations as aforesaid shall be made at the offices of
Special Counsel or such other place as shall have been mutually agreed upon by the Issuer and the
Underwriter.
(b)
Delivery of the Obligations shall be made by means of a F.A.S.T. closing
through the facilities of The Depository Trust Company (“DTC”), or such other place as shall have
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been mutually agreed upon by the Issuer and the Underwriter. The Obligations shall be printed or
lithographed; shall be prepared and delivered as fully registered Obligations in authorized
denominations thereof; shall be registered in such names and in such amounts as shall be requested
by the Underwriter at least three (3) business days prior to the Closing; and shall be made available
to the Underwriter at least one (1) business day before the Closing for purposes of inspection.
7.
Closing Conditions. The Underwriter has entered into this Purchase Contract in
reliance upon the representations, warranties and agreements of the Issuer contained herein, and
in reliance upon the representations, warranties and agreements to be contained in the documents
and instruments to be delivered at the Closing and upon the performance by the Issuer of its
obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the
Underwriter’s obligations under this Purchase Contract to purchase, to accept delivery of and to
pay for the Obligations shall be conditioned upon the performance by the Issuer of its obligations
to be performed hereunder and under such documents and instruments at or prior to the Closing,
and shall also be subject to the following additional conditions, including the delivery by the Issuer
of such documents as are enumerated herein, in form and substance reasonably satisfactory to the
Underwriter:
(a)
The representations and warranties of the Issuer contained herein shall be
true, complete and correct on the date hereof and on and as of the Closing Date, as if made on the
Closing Date;
(b)
The Issuer shall have performed and complied with all agreements and
conditions required by this Purchase Contract to be performed or complied with by it prior to or at
the Closing;
(c)
At the time of the Closing, (i) the Issuer Documents and the Obligations
shall be in full force and effect in the form heretofore approved by the Underwriter and shall not
have been amended, modified or supplemented, and the Official Statement shall not have been
supplemented or amended, except in any such case as may have been agreed to by the Underwriter;
and (ii) all actions of the Issuer required to be taken by the Issuer shall be performed in order for
Special Counsel and Counsel to the Underwriter to deliver their respective opinions referred to
hereafter;
(d)
At the time of the Closing, all official action of the Issuer relating to the
Obligations and the Issuer Documents shall be in full force and effect and shall not have been
amended, modified or supplemented;
(e)
At or prior to the Closing, the Authorizing Resolution shall have been duly
executed and delivered by the Issuer and the Issuer shall have duly executed and delivered and the
Registrar (as defined herein) shall have duly authenticated the Obligations;
(f)
At the time of the Closing, there shall not have occurred any change or any
development involving a prospective change in the condition, financial or otherwise, or in the
revenues or operations of the Issuer, from that set forth in the Preliminary Official Statement and
the Official Statement that, in the judgment of the Underwriter, is material and adverse and that
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makes it, in the judgment of the Underwriter, impracticable to market the Obligations on the terms
and in the manner contemplated in the Preliminary Official Statement and the Official Statement;
(g)
The Issuer shall not have failed to pay principal or interest when due on any
of its outstanding obligations for borrowed money;
(h)
All steps to be taken and all instruments and other documents to be
executed, and all other legal matters in connection with the transactions contemplated by this
Purchase Contract shall be reasonably satisfactory in legal form and effect to the Underwriter;
(i)
At or prior to the Closing, the Underwriter shall have received copies of
each of the following documents:
(1)
The Official Statement, and each supplement or amendment thereto,
if any, executed on behalf of the Issuer by its Deputy City Manager/Chief Financial
Officer, or such other official or officer as may have been agreed to by the
Underwriter, and the reports and audits referred to or appearing in the Official
Statement;
(2)
The Authorizing Resolution with such supplements or amendments
as may have been agreed to by the Underwriter;
(3)
The Continuing Disclosure Undertaking of the Issuer, which
satisfies the requirements of section (b)(5)(i) of the Rule and the other Issuer
Documents;
(4)
The approving opinion of Special Counsel, dated the Closing Date,
with respect to the Obligations, in substantially the form attached to the Official
Statement[, and a reliance letter with respect thereto addressed to the Underwriter
and the Insurer];
(5)
A supplemental opinion or opinions of Special Counsel, dated the
Closing Date, addressed to the Underwriter, substantially to the effect that:
(i)
the Issuer is duly organized and validly existing as a
municipal corporation under the laws of the State with powers required for
the purpose of this Purchase Contract, and has full legal right, power and
authority (A) to enter into, execute and deliver the Issuer Documents and
all documents required hereunder and thereunder to be executed and
delivered by the Issuer, (B) to cause the Trustee to sell, execute and deliver
the Obligations to the Underwriter as provided herein, (C) to carry out and
consummate the transactions contemplated by the Issuer Documents and the
Official Statement and (D) the Issuer has complied in all respects with the
terms of the Issuer Documents;
(ii)
by all necessary official action of the Issuer prior to or
concurrently with the acceptance hereof, the Issuer has duly authorized
(A) the adoption of the Authorizing Resolution and the execution and
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delivery of the Issuer Documents, and the sale, execution and delivery of
the Obligations, (B) the approval, execution and delivery of, and the
performance by the Issuer of the obligations on its part contained in, the
Obligations and the Issuer Documents, and (C) the consummation by it of
all other transactions contemplated by the Official Statement and the Issuer
Documents;
(iii)
the Authorizing Resolution was duly and validly adopted by
the Issuer and is in full force and effect and the Authorizing Resolution has
been duly and validly adopted or undertaken in compliance with all
applicable procedural requirements of the Issuer and in compliance with the
Constitution and laws of the State;
(iv)
the Issuer Documents have been duly authorized, executed
and delivered by the Issuer, and constitute legal, valid and binding
obligations of the Issuer enforceable against the Issuer in accordance with
their respective terms, except to the extent limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws and equitable
principles of general application relating to or affecting the enforcement of
creditors’ rights;
(v)
the adoption of the Authorizing Resolution and the execution
and delivery of the Issuer Documents by the Issuer and compliance by the
Issuer with the provisions thereof, under the circumstances contemplated
therein, will not conflict with or constitute on the part of the Issuer a
violation of any existing law or administrative regulation to which the Issuer
is subject;
(vi)
the distribution of the Preliminary Official Statement and the
Official Statement has been duly authorized by the Issuer;
(vii)
all authorizations, approvals, licenses, permits, consents and
orders of any governmental authority, legislative body, board, agency or
commission having jurisdiction of the matter which are required for the due
authorization of, which would constitute a condition precedent to, or the
absence of which would materially adversely affect the due performance by
the Issuer of its obligations under the Issuer Documents and the Obligations
have been obtained;
(viii) the Obligations are exempted securities under the Securities
Act of 1933, as amended (the “1933 Act”), and the Trust Indenture Act of
1939, as amended (the “Trust Indenture Act”) and it is not necessary, in
connection with the offering and sale of the Obligations, to register the
Obligations under the 1933 Act or to qualify the Trust Agreement under the
Trust Indenture Act; and
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(ix)
the statements and information contained in the Official
Statement in the tax caption on the cover page thereof, under the captions
“THE OBLIGATIONS,” “SECURITY FOR AND SOURCES OF
PAYMENT OF THE OBLIGATIONS,” “PLAN OF REFUNDING,”
“TAX MATTERS,” and “CONTINUING SECONDARY MARKET
DISCLOSURE” (except the information with respect to the compliance by
the Issuer with prior undertakings) therein and in Appendices “E,” “F,” “H”
and “I” thereto fairly and accurately summarize the matters purported to be
summarized therein and such counsel has no reason to believe that the
Preliminary Official Statement, as of its date and as of the date hereof, and
the Official Statement, as of its date and the Closing Date, contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in light of the circumstances under which
they were made, not misleading (except for any financial, forecast, technical
and statistical statements and data included in the Official Statement and the
information regarding DTC and its book-entry system, [the Insurer or the
Policy,] in each case as to which no view need be expressed). Otherwise,
in connection with their participation in the transaction relating to the
Obligations as Special Counsel, they have had no part in the preparation of
the information appearing on the Official Statement with respect to the
Issuer. In connection with Special Counsel’s participation in the
preparation of the Official Statement, they have not undertaken to determine
independently the accuracy, completeness or fairness of the information
contained therein;
(6)
An opinion of Counsel to the Underwriter, dated the Closing Date,
addressed to the Underwriter, substantially to the effect that:
(i)
the Obligations are exempt securities under the 1933 Act and
the Trust Indenture Act and it is not necessary, in connection with the
offering and sale of the Obligations, to register the Obligations under the
1933 Act and the Trust Agreement need not be qualified under the Trust
Indenture Act;
(ii)
the Continuing Disclosure Undertaking complies with the
specific requirements of the Rule; and
(iii)
based upon their participation in the preparation of the
Preliminary Official Statement and the Official Statement as Counsel to the
Underwriter and their participation at conferences at which the Preliminary
Official Statement and the Official Statement were discussed, but without
having undertaken to determine independently the accuracy, completeness
or fairness of the statements contained in the Preliminary Official Statement
and the Official Statement, such counsel has no reason to believe that the
Preliminary Official Statement, as of its date and as of the date hereof, and
the Official Statement, as of its date and as of the Closing Date, contained
or contains any untrue statement of a material fact or omits to state a
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material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading (except for any
information regarding the tax status of the Obligations or any financial,
forecast, technical and statistical statements and data included in the
Preliminary Official Statement and the Official Statement and except for
information regarding DTC and its book-entry system, [the Insurer and the
Policy,] in each case as to which no view need be expressed);
(7)
An opinion of the City Attorney, dated the Closing Date, addressed
to the Underwriter and Special Counsel, substantially in the form attached hereto
as Exhibit B;
(8)
A certificate, dated the Closing Date, of the Issuer substantially to
the effect that (i) the representations and warranties of the Issuer contained herein
are true and correct in all material respects on and as of the Closing Date as if made
on the Closing Date; (ii) no litigation or proceeding or tax challenge against it is
pending or, to its knowledge, overtly threatened in any court or administrative body
nor is there a basis for litigation which would (a) contest the right of the members
or officials of the Issuer to hold and exercise their respective positions, (b) contest
the due organization and valid existence of the Issuer, (c) contest the validity, due
authorization and execution of the Obligations or the Issuer Documents or
(d) attempt to limit, enjoin or otherwise restrict or prevent the Issuer from
functioning or in connection with the collection or pledge of Pledged Revenues to
make installment payments under the Purchase Agreement; (iii) the Authorizing
Resolution of the Issuer authorizing the execution, delivery and/or performance of
the Preliminary Official Statement, the Official Statement, the Obligations and
Issuer Documents have been duly adopted by the Issuer, are in full force and effect
and have not been modified, amended or repealed; (iv) the financial statements of
the Issuer included in the Official Statement were true, correct and complete as of
June 30, 2025, and are true, correct and complete as of the date of such certificate,
and that any other financial statements and statistical data included in the Official
Statement are true and correct as of the date of such certificate; (v) subsequent to
June 30, 2025, the Issuer has not incurred any material liabilities, direct or
contingent, nor has there been any material adverse change in the financial position,
results of operations or condition, financial or otherwise, of the Issuer that are not
described in the Preliminary Official Statement and the Official Statement, whether
or not arising from transactions in the ordinary course of business; and (vi) to the
best of its knowledge, no event affecting the Issuer has occurred since the date of
the Official Statement which should be disclosed in the Official Statement for the
purpose for which it is to be used or which it is necessary to disclose therein in
order to make the statements and information therein, in light of the circumstances
under which they were made, not misleading in any material respect as of the
Closing, and the information contained in the Official Statement is correct in all
material respects and, as of the date of the Official Statement did not, and as of the
Closing 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 made
therein, in the light of the circumstances under which they were made, not
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misleading; provided that, as to the information related to DTC and its book-entry-
only system, the City relies solely on the information so provided by DTC; and
provided further that no view need be expressed with respect to the information
[regarding the Insurer and the Policy, or] following the first paragraph under the
caption “UNDERWRITING”;
(9)
A certificate of the Issuer in form and substance satisfactory to
Special Counsel and Counsel to the Underwriter (a) setting forth the facts, estimates
and circumstances in existence on the date of the Closing, which establish that it is
not expected that the proceeds of the Obligations will be used in a manner that
would cause the Obligations to be “arbitrage bonds” within the meaning of Section
148 of the Internal Revenue Code of 1986, as amended (the “Code”), and any
applicable regulations (whether final, temporary or proposed), issued pursuant to
the Code, and (b) certifying that to the best of the knowledge and belief of the Issuer
there are no other facts, estimates or circumstances that would materially change
the conclusions, representations and expectations contained in such certificate;
(10)
Any other certificates and opinions required by the Authorizing
Resolution and the Trust Agreement for the execution and delivery thereunder of
the Obligations;
(11)
A certificate of the Trustee to the effect that (i) the Obligations have
been duly executed and delivered by an authorized officer of the Trustee; (ii) the
Trust Agreement and the Purchase Agreement have been duly executed and
delivered by an authorized officer of the Trustee; and (iii) the resolutions of the
Trustee authorizing the execution, delivery and performance of the Trust
Agreement by the Trustee have been duly adopted by the Trustee are in full force
and effect and have not been modified, amended or repealed;
(12)
Evidence satisfactory to the Underwriter that the Obligations have
been assigned [an insured rating of “___” from S&P Global Ratings, a division of
Standard & Poor’s Financial Services LLC (“S&P”) premised upon the delivery of
the Policy by the Insurer,] and the Obligations have been assigned ratings of “__”
and “__,” respectively, from S&P and Moody’s Investors Service, Inc. and that
each of such ratings are in effect as of the Closing Date;
(13)
The filing copy of the Information Return Form 8038-G (IRS) for
the Obligations;
(14)
[A certificate of the Escrow Trustee, to the effect that moneys or
defeasance obligations sufficient to effectuate the refunding of the Bonds Being
Refunded have been received and that such moneys or defeasance obligations have
been deposited under the Escrow Trust Agreement];
(15)
A copy of a special report prepared by [Public Finance Partners
LLC], a firm of independent certified public accountants, addressed to the Issuer,
Special Counsel and the Underwriter, verifying the arithmetical computations of
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the adequacy of the maturing principal and interest on the obligations and
uninvested cash on hand under the Escrow Trust Agreement to pay, when due, the
principal of and interest on the Bonds Being Refunded;]
(16)
A copy of the information submitted to the Arizona Department of
Administration pursuant to Section 35-501(B), Arizona Revised Statutes, as
amended; [and]
(17)
[A copy of the municipal bond insurance policy (the “Policy”)
issued by _____________ (the “Insurer”) in form and substance satisfactory to the
Underwriter;]
(18)
[A certificate of the Insurer with respect to the accuracy of
statements contained in the Preliminary Official Statement and the Official
Statement regarding the Policy and the Insurer and the due authorization, execution,
issuance and delivery of the Policy; and]
(19)
Such additional legal opinions, certificates, instruments and other
documents as the Underwriter or Counsel to the Underwriter may reasonably
request to evidence the truth and accuracy, as of the date hereof and as of the
Closing, of the Issuer’s representations and warranties contained herein and of the
statements and information contained in the Official Statement and the due
performance or satisfaction by the Issuer on or prior to the Closing Date of all the
respective agreements then to be performed and conditions then to be satisfied by
the Issuer.
All of the opinions, letters, certificates, instruments and other documents mentioned
above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the
provisions hereof if, but only if, they are in form and substance reasonably satisfactory to the
Underwriter.
If the Issuer shall be unable to satisfy the conditions to the obligations of the
Underwriter to purchase, to accept delivery of and to pay for the Obligations contained in this
Purchase Contract, or if the obligations of the Underwriter to purchase, to accept delivery of and
to pay for the Obligations shall be terminated for any reason permitted by this Purchase Contract,
this Purchase Contract shall terminate and neither the Underwriter nor the Issuer shall be under
any further obligation hereunder, except that the respective obligations of the Issuer and the
Underwriter set forth in Section 9(b) shall continue in full force and effect.
8.
Termination. The Underwriter shall have the right to cancel their obligation to
purchase the Obligations if, between the date of this Purchase Contract and the Closing, the market
price or marketability of the Obligations shall be materially adversely affected, in the sole
judgment of the Underwriter, by the occurrence of any of the following:
(a)
An amendment to the Constitution of the United States or the State shall
have been passed or legislation shall be enacted by or introduced in the Congress of the United
States or the legislature of any state having jurisdiction of the subject matter or legislation pending
in the Congress of the United States shall have been amended or legislation (whether or not then
18
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introduced) shall have been recommended to the Congress of the United States or to any state
having jurisdiction of the subject matter or otherwise endorsed for passage (by press release, other
form of notice or otherwise) by the President of the United States, the Treasury Department of the
United States, the Internal Revenue Service or any member of the Congress of the United States
or the State legislature or favorably reported for passage to either House of the Congress of the
United States by any committee of such House to which such legislation has been referred for
consideration, a decision by a court of the United States or of the State or the United States Tax
Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press release,
statement or other form of notice by or on behalf of the Treasury Department of the United States,
the Internal Revenue Service or other governmental agency shall be made or proposed, the effect
of any or all of which would be to impose, directly or indirectly, federal income taxation or State
income taxation upon Pledged Revenues or other income of the general character to be derived by
the Issuer pursuant to the Authorizing Resolution, or upon interest received on obligations of the
general character of the Obligations or, with respect to State taxation, of the interest on the
Obligations as described in the Official Statement, or other action or events shall have transpired
which may have the purpose or effect, directly or indirectly, of changing the federal income tax
consequences or State income tax consequences of any of the transactions contemplated herein or
affecting the tax status of the Issuer, its property or income, its securities (including the
Obligations) or the interest thereon, or any tax exemption granted or authorized by the State
legislation;
(b)
legislation introduced in or enacted (or resolution passed) by the Congress
of the United States or recommended for passage (whether or not then introduced) by the President
of the United States, or an order, decree, or injunction issued by any court of competent
jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), official statement, 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 Obligations, including any or all underlying
arrangements, are not exempt from registration under or other requirements of the 1933 Act, or
that the Trust Agreement is not exempt from qualification under or other requirements of the Trust
Indenture Act, or that the issuance, offering, or sale of obligations of the general character of the
Obligations, including any or all underlying arrangements, as contemplated hereby or by the
Official Statement or otherwise, is or would be in violation of the federal securities law as amended
and then in effect;
(c)
any state “blue sky” or securities commission or other governmental agency
or body shall have withheld registration, exemption or clearance of the offering of the Obligations
as described herein, or issued a stop order or similar ruling relating thereto;
(d)
a general suspension of trading in securities on the New York Stock
Exchange, the American Stock Exchange or any other national securities exchange, the
establishment of minimum prices on either such exchange, the establishment of material
restrictions (not in force as of the date hereof) upon trading securities generally by any
governmental authority or any national securities exchange, a general banking moratorium
declared by federal, State of New York, or State officials authorized to do so or a major financial
crisis or a material disruption in commercial banking or securities settlement or clearances
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services, or a material disruption or deterioration in the fixed income or municipal securities
market;
(e)
the New York Stock Exchange or other national securities exchange or any
governmental authority, shall impose, as to the Obligations or as to obligations of the general
character of the Obligations, any material restrictions not now in force, or increase materially those
now in force, with respect to the extension of credit by, or the charge to the net capital requirements
of, the Underwriter;
(f)
any amendment to the federal or State Constitution or action by any federal
or State court, legislative body, regulatory body, or other authority materially adversely affecting
the tax status of the Issuer, its property, income securities (or interest thereon) or the validity or
enforceability of the pledge of revenues to pay principal of and interest on the Obligations;
(g)
any event occurring, or information becoming known which, in the
judgment of the Underwriter, makes untrue in any material respect any statement or information
contained in the Official Statement, or has the effect that the Official Statement contains any untrue
statement of material fact or omits to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not
misleading;
(h)
there shall have occurred since the date of this Purchase Contract any
materially adverse change in the affairs or financial condition of the Issuer, the Authorizing
Resolution, the Issuer Documents or the Pledged Revenues as the foregoing matters are described
in the Preliminary Official Statement or the Official Statement, which in the professional judgment
of the Underwriter materially impairs the investment quality of the Obligations;
(i)
(1) the United States shall have become engaged in hostilities which have
resulted in a declaration of war or a national emergency, (2) there shall have occurred any other
outbreak or escalation of hostilities or a national or international calamity or crisis, financial or
otherwise, or escalation thereof, (3) a downgrade in the sovereign debt rating of the United States
by any major credit rating agency or payment default on United States Treasury obligation shall
have occurred, or (4) a default with respect to the debt obligations of, or the institution of
proceedings under any federal bankruptcy laws by or against any state of the United States or any
city, county or other political subdivision located in the United States having a population of over
1,000,000 shall have occurred;
(j)
any fact or event shall exist or have existed that, in the Underwriter’s
judgment, requires or has required an amendment of or supplement to the Official Statement and
the Issuer refuses or fails to so amend;
(k)
there shall have occurred or any notice shall have been given of any
intended review, downgrading, suspension, withdrawal, or negative change in credit watch status
by any national rating service to any of the Issuer’s obligations (including the ratings to be
accorded the Obligations) [or the Insurer];
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(l)
the purchase of and payment for the Obligations by the Underwriter, or the
resale of the Obligations by the Underwriter, on the terms and conditions herein provided shall be
prohibited by any applicable law, governmental authority, board, agency or commission; or
(m)
any litigation shall be instituted or be pending at the time of the Closing to
restrain or enjoin the sale of the Obligations, or in any way contesting or affecting any authority
for or the validity of the proceedings authorizing and approving the Authorizing Resolution, the
Issuer Documents or the existence or powers of the Issuer with respect to its obligations under the
Issuer Documents.
9.
Expenses.
(a)
The Underwriter shall be under no obligation to pay, and the Issuer shall
pay, but solely from the proceeds of the sale of the Obligations, any expenses incident to the
performance of the Issuer’s obligations hereunder, including, but not limited to (i) the cost of
preparation and printing of the Obligations, the Preliminary Official Statement and the Official
Statement, (ii) the fees and disbursements of Special Counsel, Counsel to the Issuer, the Trustee
and the Escrow Trustee; (iii) the fees and disbursements of Hilltop Securities Inc., the Issuer’s
municipal advisor, and of any other engineers, accountants, and other experts, consultants or
advisers retained by the Issuer; and (iv) the fees associated with obtaining or receiving the ratings
and any and all credit enhancement fees or premiums[, including the Policy]. The Issuer has agreed
to pay the Underwriter’s discount set forth in Section 1 hereof, and inclusive in the expense
component of the Underwriter’s discount are actual expenses incurred or paid for by the
Underwriter on behalf of the Issuer in connection with the marketing, issuance, and delivery of the
Obligations, including, but not limited to, advertising expenses, fees and expenses of Counsel to
the Underwriter, the costs of any preliminary and final blue sky memoranda, CUSIP fees, and
transportation, lodging, and meals for the Issuer’s employees and representatives.
(b)
If this Purchase Contract shall be terminated by the Underwriter because of
any failure or refusal on the part of the Issuer to comply with the terms or to fulfill any of the
conditions of this Purchase Contract, or if for any reason the Issuer shall be unable to perform its
obligations under this Purchase Contract, the Issuer will reimburse the Underwriter for all out-
of-pocket expenses (including the fees and disbursements of Counsel for the Underwriter)
reasonably incurred by the Underwriter in connection with this Purchase Contract or the offering
contemplated hereunder from funds legally available to it for such purpose.
10.
Notices. Any notice or other communication to be given to the Issuer under this
Purchase Contract may be given by delivering the same in writing to the address set forth on the
first page of this Purchase Contract, and any notice or other communication to be given to the
Underwriter under this Purchase Contract may be given by delivering the same in writing to BofA
Securities, Inc., 333 South Hope Street, Suite 3820, Los Angeles, CA 90071, Attention: Jack
Tsang.
11.
Parties in Interest. This Purchase Contract as heretofore specified shall constitute
the entire agreement between the Issuer and the Underwriter and is made solely for the benefit of
the Issuer and the Underwriter (including successors or assigns of the Underwriter) and no other
person shall acquire or have any right hereunder or by virtue hereof. This Purchase Contract may
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not be assigned by the Issuer. All of the Issuer’s representations, warranties and agreements
contained in this Purchase Contract shall remain operative and in full force and effect, regardless
of (i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for
the Obligations pursuant to this Purchase Contract; and (iii) any termination of this Purchase
Contract.
12.
Effectiveness. This Purchase Contract shall become effective upon the acceptance
hereof by the Issuer and shall be valid and enforceable at the time of such acceptance.
13.
Choice of Law. This Purchase Contract shall be governed by and construed in
accordance with the law of the State.
14.
Severability. If any provision of this Purchase Contract shall be held or deemed to
be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any
jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any
Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have
the effect of rendering the provision in question invalid, inoperative or unenforceable in any other
case or circumstance, or of rendering any other provision or provisions of this Purchase Contract
invalid, inoperative or unenforceable to any extent whatever.
15.
Business Day. For purposes of this Purchase Contract, “business day” means any
day on which the New York Stock Exchange is open for trading.
16.
Section Headings. Section headings have been inserted in this Purchase Contract
as a matter of convenience of reference only, and it is agreed that such section headings are not a
part of this Purchase Contract and will not be used in the interpretation of any provisions of this
Purchase Contract.
17.
Counterparts. This Purchase Contract may be executed in several counterparts each
of which shall be regarded as an original (with the same effect as if the signatures thereto and
hereto were upon the same document) and all of which shall constitute one and the same document.
18.
Notice Concerning Cancellation of Contracts. As required by the provisions of
Arizona Revised Statutes Section 38-511, as amended, notice is hereby given that the State, its
political subdivisions (including the Issuer) or any department or agency of either may, within
three (3) years after its execution, cancel any contract, without penalty or further obligation, made
by the State, its political subdivisions, or any of the departments or agencies of either if any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf
of the State, its political subdivisions, or any of the departments or agencies of either is, at any
time while the contract or any extension of the contract is in effect, an employee or agent of any
other party to the contract in any capacity or a consultant to any other party of the contract with
respect to the subject matter of the contract. The cancellation shall be effective when written notice
from the Governor or the chief executive officer or governing body of the political subdivision is
received by all other parties to the contract unless the notice specifies a later time. The State, its
political subdivisions or any department or agency of either may recoup any fee or commission
paid or due to any person significantly involved in initiating negotiating, securing, drafting or
creating the contract on behalf of the State, its political subdivisions or any department or agency
22
1106455581\2\
of either from any other party to the contract arising as the result of the contract. This section is
not intended to expand or enlarge the rights of the Issuer hereunder except as required by such
Section 38-511. Each of the parties hereto hereby certifies that it is not presently aware of any
violation of Section 38-511 which would adversely affect the enforceability of this Purchase
Contract and covenants that it shall take no action which would result in a violation of such Section.
[Signature page follows.]
[Signature page to Purchase Contract]
1106455581
If you agree with the foregoing, please sign the enclosed counterpart of this Purchase
Contract and return it to the Underwriter. This Purchase Contract shall become a binding
agreement between you and the Underwriter when at least the counterpart of this letter shall have
been signed by or on behalf of each of the parties hereto.
Very truly yours,
BOFA SECURITIES, INC.,
as Underwriter
By:
Authorized Officer
ACCEPTED at _____ o’clock __.m. MST
this ___ day of ________, 2026.
CITY OF MESA, ARIZONA
By:
Michael Kennington
Its: Deputy City Manager/Chief Financial Officer
Schedule I-1
1106455581\2\
SCHEDULE I
$[PAR]
CITY OF MESA, ARIZONA
UTILITY SYSTEMS REVENUE REFUNDING OBLIGATIONS,
SERIES 2026
OBLIGATIONS DATED: DATE OF INITIAL DELIVERY
FIRST INTEREST PAYMENT DATE: [July 1, 2026]
Maturity Date
(July 1)
Principal
Amount
Interest
Rate
Yield
$
%
%
[*Yield calculated to July 1, 20__, the first optional redemption date.]
[Optional Redemption.
The Obligations maturing on or prior to July 1, 20[__], are not
subject to optional redemption prior to maturity. The Obligations maturing on and after July 1,
20[__], are subject to redemption, at the option of the City, in whole or in part on any date on or
after July 1, 20[__], in increments of $5,000 of principal amount due on a specific maturity date,
in any order of maturity, all as directed by the Issuer, and by lot within a maturity (as provided in
the Trust Agreement) by payment of the principal amount of each Obligation to be redeemed plus
interest accrued to the date fixed for redemption, without premium.
Schedule I-2
1106455581\2\
Mandatory Sinking Fund Redemption. Principal represented by the Obligations maturing
on July 1, 20[__] will be subject to mandatory redemption and will be redeemed on July 1 of the
respective years set forth below and in the principal amounts set forth below, by payment of a
redemption price equal to the principal amount of the Obligations then called for redemption plus
the interest accrued to the date fixed for redemption, but without premium, as follows:
Obligations Maturing July 1, 20[__]
REDEMPTION DATE
(JULY 1)
PRINCIPAL AMOUNT
$
*
___________________
*Maturity
Exhibit A-1
1106455581\2\
EXHIBIT A
$[PAR]
CITY OF MESA, ARIZONA
UTILITY SYSTEMS REVENUE REFUNDING OBLIGATIONS,
SERIES 2026
FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of BofA Securities, Inc. (“BofA Securities”) hereby
certifies as set forth below with respect to the sale and issuance of the above-captioned obligations
(the “Obligations”).
1. Purchase Contract. On [Pricing Date], BofA Securities and the City of Mesa, Arizona (the
“Issuer”) executed a Purchase Contract (the “Purchase Contract”) in connection with the sale of
the Obligations.
[Select appropriate provisions below]
2. [Alternative 1 – All Maturities Use General Rule: Sale of the Obligations. As of the date
of this certificate, for each Maturity of the Obligations, the first price at which at least 10% of such
Maturity of the Obligations was sold to the Public is the respective price listed in Schedule
A.][Alternative 2 – Select Maturities Use General Rule: Sale of the General Rule Maturities. As
of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at
which at least 10% of such Maturity of the Obligations was sold to the Public is the respective
price listed in Schedule A.]
3. Initial Offering Price of the [Obligations] [Hold-the-Offering-Price Maturities].
a) [Alternative 1 – All Maturities Use Hold-the-Offering-Price Rule: BofA Securities
offered the Obligations to the Public for purchase at the respective initial offering prices listed in
Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire
or equivalent communication for the Obligations is attached to this certificate as Schedule B.]
[Alternative 2 – Select Maturities Use Hold-the-Offering-Price Rule: BofA Securities offered the
Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering
prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of
the pricing wire or equivalent communication for the Obligations is attached to this certificate as
Schedule B.]
b) [Alternative 1 – All Maturities use Hold-the-Offering-Price Rule: As set forth in
the Purchase Contract, BofA Securities has agreed in writing that, (i) for each Maturity of the
Obligations, it would neither offer nor sell any of the unsold Obligations of such Maturity to any
person at a price that is higher than the Initial Offering Price for such Maturity during the Holding
Period for such Maturity (the “hold-the offering-price rule”), and (ii) any selling group agreement
shall contain the agreement of each dealer who is a member of the selling group, and any third-
party distribution agreement shall contain the agreement of each broker-dealer who is a party to
Exhibit A-2
1106455581\2\
the third-party distribution agreement, to comply with the hold-the-offering-price rule. No
Underwriter (as defined below) has offered or sold any Maturity of the unsold Obligations at a
price that is higher than the respective Initial Offering Price for that Maturity of the Obligations
during the Holding Period. [Alternative 2 - Select Maturities Use Hold-the-Offering-Price Rule:
As set forth in the Purchase Contract, BofA Securities has agreed in writing that, (i) for each
Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the unsold
Obligations of such Maturity to any person at a price that is higher than the Initial Offering Price
for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”),
and (ii) any selling group agreement shall contain the agreement of each dealer who is a member
of the selling group, and any third-party distribution agreement shall contain the agreement of each
broker-dealer who is a party to the third-party distribution agreement, to comply with the hold-
the-offering-price rule. No Underwriter (as defined below) has offered or sold any unsold
Obligations of any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than
the respective Initial Offering Price for that Maturity of the Obligations during the Holding Period.
3.
Defined Terms.
[(a)
“General Rule Maturities” means those Maturities of the Obligations listed in
Schedule A hereto as the “General Rule Maturities.”]
[(b)
“Hold-the-Offering-Price” Maturities means those Maturities of the
Obligations listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.”]
[(c)
“Holding Period” means, with respect to a Hold-the-Offering-Price Maturity,
the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business
day after the Sale Date ([DATE]), or (ii) the date on which BofA Securities has sold at least 10%
of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial
Offering Price for such Hold-the-Offering-Price Maturity.]
(d)
“Issuer” means the City of Mesa, Arizona.
(e)
“Maturity” means Obligations with the same credit and payment terms.
Obligations with different maturity dates, or Obligations with the same maturity date but different
stated interest rates, are treated as separate maturities.
(f)
“Public” means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an
Underwriter. The term “related party” for purposes of this certificate means any two or more
persons who have greater than 50 percent common ownership, directly or indirectly.
[(g)
“Sale Date” means the first day on which there is a binding contract in writing
for the sale of a Maturity of the Obligations. The Sale Date of the Obligations is [DATE].]
(h) “Underwriter” means (i) any person that agrees pursuant to a written contract
with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in
the initial sale of the Obligations to the Public, and (ii) any person that agrees pursuant to a written
contract directly or indirectly with a person described in clause (i) of this paragraph to participate
Exhibit A-3
1106455581\2\
in the initial sale of the Obligations to the Public (including a member of a selling group or a party
to a third-party distribution agreement participating in the initial sale of the Obligations to the
Public).
The signer is an officer of BofA Securities and duly authorized to execute and deliver this
Certificate for BofA Securities. The representations set forth in this certificate are limited to factual
matters only. Nothing in this certificate represents BofA Securities’ interpretation of any laws,
including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended,
and the Treasury Regulations thereunder. The undersigned understands that the foregoing
information will be relied upon by the Issuer with respect to certain of the representations set forth
in the Certificate Relating to Federal Tax Matters and with respect to compliance with the federal
income tax rules affecting the Obligations, and by Greenberg Traurig, LLP. in connection with
rendering its opinion that the interest on the Obligations is excluded from gross income for federal
income tax purposes, the preparation of Internal Revenue Service Form 8038-G, and other federal
income tax advice it may give to the Issuer from time to time relating to the Obligations.
Dated: ____________, 2026
BOFA SECURITIES, INC.
By:
Title:
Exhibit A-4
1106455581\2\
SCHEDULE A
SALE PRICES OF THE GENERAL RULE MATURITIES AND
INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES
(Attached)
SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
Exhibit B-1
1106455581\2\
EXHIBIT B
[LETTERHEAD OF CITY ATTORNEY]
[Closing Date]
BofA Securities, Inc.
Los Angeles, California
Greenberg Traurig, LLP
Phoenix, Arizona
Re:
City of Mesa, Arizona Utility Systems Revenue Refunding Obligations,
Series 2026
All terms defined in the Purchase Contract dated [Pricing Date], by and between the City
of Mesa, Arizona (the “City”), and BofA Securities, Inc., as the underwriter, shall have the same
meanings herein.
The undersigned City Attorney of the City hereby certifies that, other than as described in
the Preliminary Official Statement, the Official Statement and any supplements or amendments
thereto, the City has not been served with, has no currently pending, and has not been overtly
threatened to be served with any action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, governmental agency, public board or body, affecting the corporate
existence of the City or the titles of its officers to their respective offices, or affecting or seeking
to prohibit, restrain or enjoin the sale, execution or delivery of the Obligations or the collection,
receipt or pledge of the Pledged Revenues to the payment of the Purchase Price (as defined in the
Purchase Agreement) due under the Purchase Agreement, or in any way contesting or affecting
the validity or enforceability of the Obligations or the Purchase Contract, the Trust Agreement, the
Purchase Agreement, the Authorizing Resolution, the Escrow Trust Agreement, the Continuing
Disclosure Undertaking, and all documents required thereunder to be executed and delivered by
the City (the “City Documents”), or contesting the exclusion from gross income of interest on the
Obligations for federal income tax purposes or State income tax purposes, or contesting in any
way the completeness or accuracy of the Preliminary Official Statement or the Official Statement
or any supplement or amendment thereto, or contesting the powers of the City regarding the
execution and delivery of the Obligations or the execution and delivery of the City Documents, or
wherein, to the actual knowledge of the undersigned City Attorney, an unfavorable decision, ruling
or finding that would materially adversely affect the validity or enforceability of the Obligations
or the City Documents.
Based on the actual knowledge of the undersigned City Attorney, the execution and
delivery of the City Documents and compliance by the City with the provisions thereof, under the
circumstances contemplated therein, will not conflict with or constitute on the part of the City a
material breach of or a default under any agreement or instrument to which the City is a party, or
violate any court order or consent decree to which the City is subject.
Exhibit B-2
1106455581\2\
The information contained in the Official Statement under the caption “LITIGATION” is
true and correct in all material respects.
MESA CITY ATTORNEY’S OFFICE
By_________________________________