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HomeMy WebLinkAboutC-8269-3 - Cetificate Purchase Agreement - Certificates of Participation 2020A (Fire Station No. 2)$7,860,000 CITY OF NEWPORT BEACH CERTIFICATES OF PARTICIPATION 2020A (FIRE STATION NO. 2) CERTIFICATE PURCHASE AGREEMENT November 17. 2020 City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned, Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), hereby offers to enter into this Certificate Purchase Agreement (the "Purchase Agreement") with the City of Newport Beach (the "City") for the purchase by the Underwriter of $7,860,000 aggregate principal amount of City of Newport Beach Certificates of Participation 2020A (Fire Station No. 2), (the `'Certificates"). Upon acceptance of this offer by the City, this Purchase Agreement will be binding upon the City and the Underwriter. The offer made hereby is subject to acceptance by the City (by delivery to the Underwriter of an executed counterpart hereof by the City) at or before 11:9 p.m., California time, on the date hereof or at such later time and date as shall have been consented to by the Underwriter. The City acknowledges and agrees that: (a) the purchase and sale of the Certificates pursuant to this Purchase Agreement is an arm's-length commercial transaction between the City and the Underwriter; (b) the Underwriter is acting solely as underwriter and principal in connection with the process leading to, the matters contemplated by and all communications under this Purchase Agreement, and is not acting as the agent or fiduciary of the City; (c) the Underwriter has neither assumed an advisory or fiduciary responsibility in favor of the City or its advisors with respect to the offering of the Certificates or the process leading thereto (whether or not the Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the City on other matters) nor has it assumed any other obligation to the City except the obligations expressly set forth in this Purchase Agreement; (d) the Underwriter has financial and other interests that differ from those of the City; and (e) in connection with the purchase and sale of the Certificates, the City has consulted its own financial and other advisors to the extent it has deemed appropriate. The City also acknowledges that it previously received from the Underwriter a letter regarding Municipal Securities Rulemaking Board ("MSRB") Rule G-17 Disclosures, and that it has provided to the Underwriter an acknowledgement of such letter. The Certificates are being executed and delivered pursuant to a Trust Agreement, dated as of December 1, 2020 (the "Trust Agreement"), by and among The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), the Newport Beach Public Facilities Corporation (the "Corporation") and the City. Capitalized but undefined terms used herein shall have the meanings ascribed thereto in the Preliminary Official Statement (defined below). 1. Purchase and Purchase Price; Terms of Certificates. Upon the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the City agrees to cause the Trustee to execute and deliver to the Underwriter, and the Underwriter agrees to purchase, all (but not less than all) of the Certificates at an aggregate purchase price of $9,196,891.10 (representing the aggregate principal amount evidenced by the Certificates, plus an original issue premium of $1,373,936.10, less an Underwriter's discount of $37,045.00). The Certificates shall be dated the Closing Date. The Certificates shall have the principal payment dates and evidence interest at the rates per annum as provided in the Official Statement and as set forth in Exhibit A hereto. The Certificates shall be substantially in the form described in, shall be executed and delivered under and pursuant to, and shall be payable and subject to prepayment as provided in, the Trust Agreement, substantially in the form previously submitted to the Underwriter, with only such changes therein as shall be mutually agreed upon by the Underwriter, the City and the Corporation. The proceeds of the Certificates will be used to (a) finance a portion of the costs of the acquisition, improvement and equipping of a new Fire Station No. 2 and (ii) pay the costs of issuance incurred in connection with the execution and delivery of the Certificates. The City hereby ratifies, confirms and approves the use by the Underwriter, prior to the date hereof, of the Preliminary Official Statement of the City, dated November 11, 2020, relating to the Certificates (the "Preliminary Official Statement''), which Preliminary Official Statement the City deemed final and so certified as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 15e2-12"), except for information permitted to be omitted therefrom by Rule 15c2-12. The City hereby agrees to deliver or cause to be delivered to the Underwriter, within seven business days after the date hereof and at least two (2) business days prior to the Closing Date (as hereinafter defined), whichever occurs first, copies of the final Official Statement substantially in the form of the Preliminary Official Statement and with only such additions thereto, deletions therefrom and changes therein as the Underwriter shall approve (the "Official Statement"), (a) in "designated electronic format"' (as defined in Rule G-32 of the Municipal Securities Rulemaking Board), and (b) in printed form in such reasonable quantity as the Underwriter shall request. The City hereby approves of the use and distribution by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the offer and sale of the Certificates. The City will undertake, pursuant to the Trust Agreement and the Continuing Disclosure Agreement, to provide certain annual financial information and notices of the occurrence of certain enumerated events. A description of such undertaking is set forth in the Official Statement. The City hereby further authorizes the Underwriter to use, in connection with the offer and sale of the Certificates, the following documents: the Trust Agreement, the Lease/Purchase Agreement, dated as of December 1, 2020 (the "Lease"), by and between the Corporation and the City, the Site Lease. dated as of December 1, 2020 (the "Site Lease"). by and between the Corporation and the City, the Assignment Agreement, dated as of December 1. 2020 (the "Assignment Agreement''), by and between the Trustee and the Corporation and the Continuing Disclosure Agreement (collectively, the "Certificate Documents'') and all information contained herein and therein and all of the documents, certificates or statements furnished by the City to the Underwriter in connection with the transactions contemplated by this Purchase Agreement. The Underwriter agrees that, in connection with the public offering and initial delivery of the Certificates to the purchasers thereof from the Underwriter, the Underwriter will deliver or cause to be delivered to each purchaser a copy of the Official Statement. It shall be a condition to the Underwriter's obligation to purchase, accept delivery of and pay for the Certificates that the entire principal amount of the Certificates shall be sold and delivered by the City on the Closing Date. 2. Closing Date; Certificates. At 8:30 a.m. California Time, on December 8, 2020, or at such other time or on such earlier or later date as the Underwriter and the City mutually agree upon (the "Closing Date"), the City will deliver or cause to be delivered the executed certificates, opinions and other documents required by Section 4(d) below at the offices of Stradling Yocca Carlson & Rauth, a Professional Corporation ("Special Counsel") in Newport Beach, California, or at such other place as shall have been mutually agreed upon by the Underwriter and the City. On the Closing Date, the City will deliver or cause to be delivered to the Underwriter, through the facilities of The Depository Trust Company ("DTC") in New York, New York, or at such other place as the City and the Underwriter may mutually agree upon, the Certificates in fully registered book -entry form, duly executed and registered in the name of Cede & Co., as nominee of DTC, and at the offices of Special Counsel, in Newport Beach, California, the other documents hereinafter mentioned; and the Underwriter will accept such delivery and pay the purchase price of the Certificates identified in Section 1 above on the Closing Date in immediately available funds to the account or accounts designated by the City. 3. Covenants, Representations and Warranties of the City. The City hereby covenants, represents and warrants to the Underwriter that: (a) The City is duly organized and validly existing as a municipal corporation under the constitution and laws of the State of California. The City has all necessary power and authority and has taken all official actions necessary to execute and deliver the Official Statement and to execute, deliver and perform its duties under this Purchase Agreement and each of the Certificate Documents to which it is a party, and this Purchase Agreement and each of the Certificate Documents to which the City is a party has been duly authorized, has or will be executed and delivered by the City and, assuming the due authorization, execution and delivery by the other respective parties thereto, when executed and delivered by the City will constitute legally valid and binding obligations of the City enforceable against the City in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors' rights generally or principles of equity involving judicial discretion. (b) The City is not in material breach of, or default under, any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States of America material to the conduct of its governmental or financial functions or any applicable judgment or decree or any loan agreement, indenture, bond, certificate, note. resolution or other agreement or instrument to which the City is a party, or to which the City or any of its properties is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any of the foregoing; and the authorization, execution and delivery of this Purchase Agreement, the Certificate Documents to which the City is a party and the Certificates, and compliance with the provisions hereof and thereof, will not conflict with or constitute a material breach of or default under any constitutional provision, law, administrative rule or regulation, or any judgment, decree, license, permit, loan agreement, indenture, bond, certificate, note, resolution, agreement or other instrument to which the City (or any of its officers in their respective capacities as such) is subject or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument except as may be provided by the Certificates or the Certificate Documents to which the City is party. (c) To the best knowledge of the City, there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory entity having jurisdiction over the City required for the execution and delivery of this Purchase Agreement or the Certificate Documents to which the City is a party, or the execution and sale of the Certificates or the consummation by the City of the transactions contemplated herein, in the Official Statement or in the Certificate Documents to which the City is party, which has not been duly obtained or made on or prior to the date hereof. (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or governmental or public entity pending or, to the best knowledge of the City, threatened against the City which affects or seeks to prohibit, restrain or enjoin the execution or delivery of the Certificates, this Purchase Agreement or the Certificate Documents to which the City is party, or contesting the validity of this Purchase Agreement, the Certificates or any of the Certificate Documents to which the City is party or the powers of the City to enter into or perform its obligations under this Purchase Agreement or the Certificate Documents to which it is a party or the existence or powers of the City, or which, if determined adversely to the City, would materially impair the City's ability to meet its obligations under the Lease or materially and adversely affect the City's financial condition. (e) The Preliminary Official Statement, as of the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the City makes no representation or warranty as to the statements or information contained in or omitted from the Preliminary Official Statement regarding DTC or in reliance upon and in conformity with information furnished in writing to the City by or on behalf of the Underwriter through a representative of the Underwriter specifically for inclusion therein. (f) As of its date and as of the date of the Closing, the Official Statement 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, in light of the circumstances under which they were made not misleading; provided, however, that the City makes no representation or warranty as to the statements or information contained in or omitted from the Official Statement regarding DTC or in reliance upon and in conformity with information furnished in writing to the City by or on behalf of the Underwriter through a representative of the Underwriter specifically for inclusion therein. (g) From the date hereof until twenty-five (25) days after the End of the Underwriting Period, the City will amend or supplement the Official Statement in any manner necessary to make the Official Statement not misleading in light of the circumstances existing at the time it is delivered to a purchaser, and (at the expense of the City) shall deliver in the electronic format designated by the MSRB each amendment of or supplement to the Official Statement (in form and substance reasonably satisfactory to the Underwriter) which will amend or supplement the Official Statement 4 so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. As used herein, the term "End of the Underwriting Period" means the later of such time as (i) the Closing Date, or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Certificates 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 date of the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the City at or prior to the Closing Date, and shall specify a date (other than the Closing Date and not more than 25 days after the Closing Date) to be deemed the "End of the Underwriting Period.'" (h) The proceeds from the sale to the Underwriter of the Certificates will be applied in the manner and for the purposes specified in Section 1 hereof, the Trust Agreement and as described in the Official Statement. (i) Any certificate signed by any official of the City and delivered in connection with the transactions contemplated by the Official Statement and this Purchase Agreement shall be deemed to be a representation by the City to the Underwriter as to the statements made therein. 0) The City agrees to cooperate with the Underwriter in endeavoring to qualify the Certificates for offer and sale under the securities or Blue Sky laws of such jurisdictions of the United States as the Underwriter may reasonably request; provided, however, that the City will not be required to consent to service of process in any such jurisdiction or to qualify as a foreign corporation in connection with any such qualification in any jurisdiction and that the Underwriter shall be solely responsible for the cost of such qualification. (k) The City has complied with the Internal Revenue Code of 1986, as amended, with respect to the Certificates. (1) The financial statements of, and other financial information regarding, the City contained in the Official Statement fairly present the financial position and results of the operations of the City as of the dates and for the periods therein set forth, and, to the best of the City's knowledge, (i) the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, and (ii) the other financial information has been determined on a basis substantially consistent with that of the City's audited financial statements included in the Official Statement. (m) Except as described in the Official Statement, within the last five years the City has not failed to comply in all material respects with any prior continuing disclosure obligations entered into pursuant to Rule 15c2-12. (n) Between the date of this Purchase Agreement and the date of Closing, the City will not, without the prior written consent of the Underwriter, and except as disclosed in the Official Statement, offer or issue any certificates, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, secured by or payable from the City's general fund. 4. Conditions to the Obligations of the Underwriter. The obligation of the Underwriter to accept delivery of and pay for the Certificates on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations, warranties and agreements on the part of the City 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 City, the Corporation and the Trustee made in any certificates or other documents furnished pursuant to the provisions hereof or the Certificate Documents, and to the performance by the City, the Corporation and the Trustee of their respective obligations to be performed hereunder and under the Certificate Documents at or prior to the Closing Date, and to the following additional conditions: (a) At the Closing Date, the Certificates, the Certificate Documents and the Official Statement shall have been duly authorized, and the Certificate Documents and the Official Statement shall have been executed and delivered by the respective parties thereto, in substantially the forms heretofore submitted to the Underwriter with only such changes as shall have been agreed to by the Underwriter, and said documents shall not have been amended, modified or supplemented, except as may have been agreed to by the Underwriter, and there shall have been taken in connection therewith, with the execution and delivery of the Certificates and with the transactions contemplated thereby and by this Purchase Agreement, all such actions as Special Counsel, shall deem to be necessary and appropriate; (b) The representations and warranties of the City contained in this Purchase Agreement shall be true, correct and complete in all material respects on the date hereof and on the Closing Date, as if made again on the Closing Date, and the Official Statement (as the same may be supplemented or amended with the written approval of the Underwriter) shall be true, correct and complete in all material respects and such information shall not contain any untrue statement of fact or omit to state any fact required to be stated therein or necessary to make the statements therein relating to the City, in light of the circumstances under which such statements were made, not misleading; (c) Between the date hereof and the Closing Date, the Underwriter shall have the right to cancel its obligation to purchase the Certificates if the market price or marketability of the Certificates or the ability of the Underwriter to enforce contracts for the sale of the Certificates shall be materially adversely affected, in the reasonable judgment of the Underwriter, by the occurrence of any of the following: (1) legislation enacted or introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made: (i) by or on behalf of the Treasury Department of the United States or the Internal Revenue Service with the purpose or effect, directly or indirectly (except as described in the Official Statement), of imposing federal income taxation upon such interest as would be received by the owners of the Certificates, or (ii) by or on behalf of the Securities and Exchange Commission, or any other governmental entity having jurisdiction of the subject matter, to the effect that obligations of the general character of the Certificates, or the Certificates, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended: 6 (2) legislation enacted by the legislature of the State or a decision rendered by a Court of the State, or a ruling, order, or regulation (final or temporary) made by State authority, which would have the effect of changing, directly or indirectly, the State tax consequences of interest on obligations of the general character of the Certificates in the hands of the holders thereof, (3) there shall have occurred (1) an outbreak or escalation of hostilities or the declaration by the United States of a national emergency or war or (2) any other calamity or crisis in the financial markets of the United States or elsewhere or the escalation of such calamity or crisis; (4) the declaration of a general banking moratorium by federal, New York or California authorities; (5) the imposition by the New York Stock Exchange or other national securities exchange, or any governmental entity, of any material restrictions not now in force with respect to the Certificates or obligations of the general character of the Certificates or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (b) an order, decree or injunction of any court of competent jurisdiction, or order, tiling, regulation or official statement by the Securities and Exchange Commission, or any other governmental entity having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Certificates, or the execution, delivery, offering or sale of the Certificates, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as then in effect; (7) the occurrence of any adverse change of a material nature of the financial condition, results of operation or properties of the City; (8) any rating of the Certificates or other debt obligations of the City has been downgraded, suspended or withdrawn by a national rating service or a negative qualification (e.g., "credit watch'' or "negative outlook" designation) or other announcement made by a national rating service that the Certificates or other debt obligations of the City are under review without indication of a potentially favorable result, which, in the reasonable opinion of the Underwriter, materially adversely affects the marketability or market price of the Certificates; (9) 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 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; 7 (10) the marketability of the Certificates or the market price thereof, in the opinion of the Underwriter, has been materially and adversely affected by disruptive events, occurrences or conditions in the securities or debt markets: (1 1) the suspension by the Securities and Exchange Commission of trading in the outstanding securities of the City; (12) the purchase of and payment for the Certificates by the Underwriter, or the resale of the Certificates by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission; (13) 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 Certificates as described herein, or issued a stop order or similar ruling relating thereto; (14) the occurrence of a material disruption in securities settlement payment or clearance services; (15) a general suspension of trading on the New York Stock Exchange or other major exchange shall be in force, or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on any such exchange, whether by virtue of determination by that exchange or by order of the SEC or any other governmental authority having jurisdiction; or (16) any amendment shall have been made 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 City or its property, income securities (or interest thereon). (d) At or prior to the Closing Date, the Underwriter shall have received the following documents, in each case satisfactory in form and substance to the Underwriter: (1) the Official Statement and each of the Certificate Documents, duly executed and delivered by the respective parties thereto, with such amendments, modifications or supplements as may have been agreed to by the Underwriter: (2) the unqualified approving opinion of Special Counsel, dated the Closing Date and addressed to the City, in substantially the form attached to the Official Statement as Appendix D; (3) a letter dated as of the date of Closing and addressed to the Underwriter of Special Counsel to the effect that the Underwriter may rely upon the letter described in (4)(d)(2) above: (4) the supplemental opinion of Special Counsel, dated the Closing Date and addressed to the Underwriter, substantially to the effect that (i) the Certificates are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended, (ii) this Purchase Agreement and the Continuing Disclosure Agreement have been duly executed and delivered by, and constitute valid and binding obligations of. the City 8 enforceable in accordance with their respective terms, and (iii) the statements contained in the Official Statement under the captions "THE 2020 CERTIFICATES" "SECURITY AND SOURCES OF PAYMENT FOR THE 2020 CERTIFICATES" and "TAX MATTERS" and in "'APPENDIX C — SUMMARY OF PRINCIPAL LEGAL DOCUMENTS," excluding any material that may be treated as included under such captions by cross-reference or reference to other documents or sources, insofar as such statements expressly summarize certain provisions of the Certificates, the Lease, the Site Lease, the Trust Agreement, and the form and content of Special Counsel's final legal opinion concerning the validity of the Lease and certain other matters, are accurate in all material respects; (5) the letter of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, as Disclosure Counsel, dated the Closing Date and addressed to the City and Underwriter, substantially to the effect that based on such counsel's participation in conferences with representatives of the Underwriter, the City and others, during which conferences the contents of the Official Statement and related matters were discussed, and in reliance thereon and on the records, documents, certificates and opinions described therein, such counsel advises the City, as a matter of fact and not opinion, that during the course of its engagement as Disclosure Counsel no information came to the attention of such counsel's attorneys rendering legal services in connection with such representation which caused such counsel to believe that the Preliminary Official Statement, as of its date and as of the date of the Purchase Agreement and the Official Statement, as of its date and as of the Closing Date contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that Disclosure Counsel need not express any opinion with respect to (i) any information contained in the appendices to the Official Statement, (ii) financial or statistical data or forecasts, numbers, charts, estimates, projections, assumptions or expressions of opinion contained in the Official Statement, including in any of the appendices thereto, (iii) information with respect to DTC or its book -entry only system included therein, (iv) any CUSIP numbers or information relating thereto, (v) any information with respect to the Underwriter or underwriting matters with respect to the Certificates; and (vi) any information with respect to the rating on the Certificates and the rating agency referenced therein, including, but not limited to, information under the caption "RATINGS), as to which such counsel need express no opinion or view); (6) an opinion of the City Attorney, in substantially the form of Exhibit B attached hereto, dated the Closing Date and addressed to the City, the Underwriter and the Trustee; (7) an opinion of City Attorney, in substantially the form of Exhibit C attached hereto, dated the Closing Date, addressed to the Corporation, the City, the Underwriter and the Trustee; (8) an opinion of counsel to the Trustee, dated the Closing Date, addressed to the City and the Underwriter, to the effect that (i) the Trustee is a duly organized and validly existing national banking association in good standing under the laws of the United States and has full power and authority to undertake the trust of the Trust Agreement and the Assignment Agreement, (ii) the Trustee has duly authorized, executed and delivered the Trust Agreement and the Assignment Agreement and by all proper corporate action has authorized the acceptance of the trust of the Trust Agreement and the Assignment Agreement, (iii) the IN Trust Agreement and the Assignment Agreement constitute legally valid and binding agreements of the Trustee, enforceable against the Trustee in accordance with their terms, (iv) the Certificates have been validly executed and delivered by the Trustee and are entitled to the benefits of the Trust Agreement, (v) no authorization, approval, consent, or other order of any governmental authority or agency having jurisdiction over the Trustee is required for the valid authorization, execution, delivery and performance by the Trustee of the Trust Agreement and the Assignment Agreement, and (vi) the execution and delivery of the Trust Agreement and the Assignment Agreement and compliance by the Trustee with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the Trustee a breach or default under any agreement or other instrument to which the Trustee is a party (and of which such counsel is aware after reasonable investigation) or by which it is bound (and of which such counsel is aware after reasonable investigation) or any existing law, regulation, court order or consent decree to which the Trustee is subject; (9) a certificate of the Trustee dated the Closing Date, signed by a duly authorized officer of the Trustee, to the effect that (i) the Trustee is a national banking association organized and existing under and by virtue of the laws of the Unites States, having the full power and being qualified to enter into and perform its duties under the Trust Agreement and the Assignment Agreement and to execute and deliver the Certificates to the Underwriter pursuant to the Trust Agreement, (ii) when delivered to and paid for by the Underwriter on the Closing Date, the Certificates will have been duly executed and delivered by the Trustee, (iii) the execution and delivery of the Trust Agreement and the Assignment Agreement, and compliance with the provisions on the Trustee's part contained therein, will not conflict in any material respect with or constitute a breach of or default under any law, administrative regulation, judgment, decree, material agreement, or other material instrument to which the Trustee is a party or is otherwise subject (except that no representation, warranty or agreement is made with respect to any federal or state securities or blue sky laws or regulations), 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 of the properties or assets held by the Trustee pursuant to the lien created by the Trust Agreement under the terms of any such law, administrative regulation, judgment. decree, material agreement, or other material instrument, except as provided by the Trust Agreement, (iv) the Trust Agreement and the Assignment Agreement have been duly authorized, executed and delivered by Trustee and constitute the legal, valid and binding obligations of the Trustee, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought and (v) to the knowledge of the Trustee, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental or public entity pending or, threatened against the Trustee, affecting the existence of the Trustee, or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the execution and delivery of the Certificates, or in any way contesting or affecting the validity or enforceability of the Trust Agreement or the Assignment Agreement, or contesting the powers of the Trustee or its authority to enter into, adopt or perform its obligations under any of the foregoing to which it is a party, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Trust Agreement or the Assignment Agreement or the ability of the Trustee to perform its obligations thereunder; E (10) a certificate of the City, dated the Closing Date, signed by an authorized officer thereof, to the effect that (i) such officials are authorized to execute this Purchase Agreement and the Certificate Documents to which it is a party, (ii) the representations and warranties of the City contained in the Purchase Agreement and in the Certificate Documents to which it is a party are true and correct in all material respects as of the Closing Date as if made on the Closing Date, (iii) the City has complied with all the terms of the Certificate Documents and this Purchase Agreement to be complied with by the City prior to or concurrently with the Closing Date, and, as to the City, such documents are in full force and effect, (iv) such City officials have reviewed the Official Statement and on such basis certify that the Official Statement (excluding therefrom information regarding DTC and its book - entry only system) does not contain any untrue statement of a material fact required to be stated therein or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and (v) no event affecting the City has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing Date the statements or information (except for statements and information regarding DTC) contained in the Official Statement or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information (except for statements and information regarding DTC) therein not misleading in any material respect; (1 1) a certificate of the Corporation, dated the Closing Date, signed by an authorized officer thereof, to the effect that (i) the Corporation is a nonprofit public benefit corporation duly organized and validly existing under the laws of the State of California, (ii) the Corporation has all necessary power and authority and has taken all official actions necessary to execute, deliver and perform its duties under each of the Certificate Documents to which it is a party, and each of the Certificate Documents to which the Corporation is a party has been duly authorized, executed and delivered by the Corporation and, assuming the due authorization, execution and delivery by the other respective parties thereto, will constitute legally valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or limiting creditors' rights generally or principles of equity involving judicial discretion, (iii) the Corporation is not in material breach of: or default under, any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States of America material to the conduct of its functions or any applicable judgment or decree or any loan agreement, indenture, bond, certificate, note, resolution or other agreement or instrument to which the Corporation is a party or to which the Corporation or any of its properties is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any of the foregoing; and the authorization, execution and delivery of the Certificate Documents to which the Corporation is a party, and compliance with the provisions thereof, will not conflict with or constitute a breach of or default under any constitutional provision, law, administrative rule or regulation, or any judgment. decree, license, permit, loan agreement, indenture, bond, certificate, note, resolution, agreement or other instrument to which the Corporation (or any of its officers in their respective capacities as such) is subject or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument except as may be provided by the Certificate Documents, (iv) there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory entity having jurisdiction over the Corporation required for the execution and delivery of the Certificate Documents to which the Corporation is a party, or the consummation by the Corporation of the transactions contemplated in the Official Statement or in the Certificate Documents, which has not been duly obtained or made on or prior to the date hereof, (v) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or governmental or public entity pending or, to the knowledge of the Corporation, threatened against the Corporation which affects or seeks to prohibit, restrain or enjoin the execution or delivery of the Certificates or any of the Certificate Documents, or contesting the validity of the Certificates or any of the Certificate Documents or the powers of the Corporation to enter into or perform its obligations under the Certificate Documents to which it is a party or the existence or powers of the Corporation, and (vi) no event affecting the Corporation has occurred since the date of the Official Statement which either makes untrue or incorrect in any material respect as of the Closing Date the statements or information regarding the Corporation contained in the Official Statement or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information therein regarding the Corporation not misleading in any material respect: (12) a certified copy of the Resolution of the City Council authorizing the execution and delivery of the Certificate Documents to which the City is a party and other matters pertaining thereto; (13) a certified copy of the Resolution of the governing board of the Corporation authorizing the execution and delivery of the Certificate Documents to which the Corporation is a party and other matters pertaining thereto; (14) a copy of the Certificate of Status issued by the Secretary of State of the State of California, a certified copy of the articles of incorporation of the Corporation, and a certified copy of the Bylaws of the Corporation; (15) a certified copy of the general resolution of the Trustee authorizing the execution and delivery of the Certificate Documents to which the Trustee is a party; (16) evidence that any ratings described in the Official Statement are in full force and effect as of the Closing Date; (17) a copy of the Notices of Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 8855 of the California Government Code; (18) evidence of arrangements for the issuance of a binder for a CLTA title insurance policy or policies (with western regional exceptions) providing the title insurance required by the Lease, in form and substance acceptable to the Underwriter; (19) a tax certificate of the City relating to the Certificates in form and substance acceptable to Special Counsel dated as of the Closing Date; 12 (20) evidence that the federal tax information Form 8038-G with respect to the Certificates has been prepared for filing, delivered and signed as of the Closing Date; (21) an opinion of Kutak Rock LLP, Irvine, California, counsel to the Underwriter ("Underwriter's Counsel"), dated the Closing Date and addressed to the Underwriter in form reasonably satisfactory to the Underwriter; and (22) such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter or Special Counsel may reasonably request to evidence compliance by the Trustee, the Corporation and the City with legal requirements, the truth and accuracy, as of the Closing Date, of the representations of the Trustee, the Corporation and the City, and the due performance or satisfaction by the Trustee, the Corporation and the City at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Trustee, the Corporation and the City. If the City shall be unable to satisfy the conditions to the Underwriter's obligations contained in this Purchase Agreement or if the Underwriter's obligations shall be terminated for any reason permitted herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the Closing Date by written notice to the City and the Underwriter shall have no further obligations hereunder. 5. Establishment of Issue Price. A. The Underwriter agrees to assist the City in establishing the issue price of the Certificates and shall execute and deliver to the City at the Closing Date an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit D, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City 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 Certificates. B. Except as otherwise set forth in Exhibit A attached hereto, the City will treat the first price (meaning single) at which 10% of each maturity of the Certificates (the "10% test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Certificates. If at that time the 10% test has not been satisfied as to any maturity of the Certificates, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Certificates of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Certificates of that maturity or (ii) the 10% test has been satisfied as to the Certificates of that maturity, provided that, the Underwriter's reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the City or Special Counsel. For purposes of this Section, if Certificates mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Certificates. C. The Underwriter confirms that it has offered the Certificates to the public on or before the date of this Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the 13 maturities, if any, of the Certificates for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the -offering -price rule remains applicable to any maturity of the Certificates, the Underwriter will neither offer nor sell unsold Certificates 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 (5`") business day after the sale date: or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Certificates to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Certificates to the public at a price that is no higher than the initial offering price to the public. D. The Underwriter confirms that: (i) any selling group agreement and any third -party distribution agreement relating to the initial sale of the Certificates 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 Certificates of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Certificates 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 Certificates of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) to comply with the hold -the -offering -price rule, if applicable. if and for so long as directed by the Underwriter. (B) to promptly notify the Underwriter of any sales of Certificates that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Certificates to the public (each such term being used as defined below), and (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. (ii) any selling group agreement relating to the initial sale of the Certificates 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 Certificates 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 14 Certificates of each maturity allocated to it. whether or not the Closing Date has occurred, until either all Certificates of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Certificates of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. E. The City acknowledges that, in making the representation 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 Certificates 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 Certificates, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Certificates, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third -party distribution agreement was employed in connection with the initial sale of the Certificates 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 Certificates, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Certificates, as set forth in the third -party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or 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 Certificates, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Certificates. F. The Underwriter acknowledges that sales of any Certificates to any person that is a related party to an underwriter participating in the initial sale of the Certificates 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: a. "public" means any person other than an underwriter or a related party; b. "underwriter" means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates 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 Certificates 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 Certificates to the public); C. a purchaser of any of the Certificates 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 15 partnership (including direct ownership of the applicable stock or interests by one entity of the other); and d. "sale date" means the date of execution of this Purchase Agreement by all parties. 6. Fees and Expenses. Except as provided in the following paragraph, the City shall pay all costs and expenses incurred in connection with or relating to the execution and sale of the Certificates, including but not limited to (a) the fees and expenses of Special Counsel, (b) the fees and expenses of Disclosure Counsel, (c) the fees and expenses of counsel to the City and the Corporation, (d) all expenses and costs of the City incident to the performance of its obligations hereunder and in connection with the authorization, execution and sale of the Certificates, (e) the costs of printing, distributing and delivering the Preliminary Official Statement and the Official Statement, (f) the fees and expenses of the Trustee and its counsel, and (g) rating agency fees for rating the Certificates. The Underwriter shall pay any advertising expenses incurred in connection with the public offering of the Certificates, the fees of the California Debt and Investment Advisory Commission, fees of the Municipal Securities Rulemaking Board, fees of Underwriter's Counsel and, except as provided in the preceding paragraph, all other expenses incurred by the Underwriter in connection with the public offering and sale of the Certificates. 7. Notices. All notices, certificates and other communications provided for hereunder shall be in writing and, if to the City, mailed, certified, return receipt requested, or delivered to it, addressed to it at: City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Attention: City Manager and if to the Underwriter, mailed, certified, return receipt requested, or delivered to it, addressed to it at: Stifel, Nicolaus & Company, Incorporated One Montgomery Street, 35th Floor San Francisco, CA 94104 Attention: Sara Oberlies Brown, Managing Director or such other address as shall be designated by any such party in a written notice to each of the other parties. 8. Survival of Representations, Warranties and Agreements. All representations, warranties and agreements of the City in this Purchase Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of the Certificates hereunder. 9. Applicable Law. This Purchase Agreement shall be interpreted, governed and enforced in accordance with the laws of the State of California. V 10. Effectiveness. This Purchase Agreement shall become effective upon its execution by duly authorized officers of the Underwriter and the City and shall be valid and enforceable from and after the time of such execution. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 17 11. Counterparts. This Purchase Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. The foregoing is hereby agreed to and accepted as of the date first above written: STIFEL, NICOLAUS & COMPANY, INCORPORATED By: thorized ZWr CITY OF NEWPORT BEACH By: Authorized Representati e Time of Execution: [ Z I p.m. California time ATTEST: APPROVED AS TO FORM: Office of the City Attorney By: C om_ Assista t ity Attorney [EXECUTION PAGE OF CERTIFICATE PURCHASE AGREEMENT — CITY OF NEWPORT BEACH CERTIFICATES OF PARTICIPATION 2020A] S-1 EXHIBIT A MATURITY SCHEDULE Subject to Hold -The- Offering - Principal 10% Test Price Rule Payment Date Principal Interest 10% Test Not (marked if (July 1) Amount Rate Yield Price Satisfied* Satisfied used) 2021 $775,000 4.000% 0.170% 102.157% X 2022 665,000 4.000 0.180 105.962 X 2023 695,000 4.000 0.200 109.712 X 2024 725,000 4.000 0.260 113.258 X 2025 755,000 4.000 0.290 116.808 X 2026 785,000 4.000 0.450 119.484 X 2027 81500 4.000 0.570 122.067 X 2028 850,000 4.000 0.710 124.186 X 2029 880,000 4.000 0.840 126.058 X 2030 915,000 4.000 0.900 128.346 X ' At the time of execution of this Purchase Agreement and assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement. A-1 EXHIBIT B FORM OF OPINION OF CITY ATTORNEY December 8, 2020 City of Newport Beach Newport Beach, California The Bank of New York Mellon Trust Company, N.A. Los Angeles, California Stifel, Nicolaus & Company, Incorporated San Francisco, California Re: City of Newport Beach Certificates of Participation 2020A (Fire Station No. 2) Ladies and Gentlemen: We have acted as counsel to the City of Newport Beach (the "City") in connection with the execution and delivery of $7,860,000 aggregate principal amount of City of Newport Beach Certificates of Participation 2020A (Fire Station No. 2) (the "Certificates"). In connection with rendering this opinion, we have examined documents, obtained certificates and undertaken other actions as we have determined necessary to render this opinion. We have examined the following documents: a Lease/Purchase Agreement, dated as of December 1, 2020 (the "Lease"). by and between the City and the Newport Beach Public Facilities Corporation (the "Corporation"); a Trust Agreement, dated as of December 1, 2020 (the "Trust Agreement"), by and among The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), the Corporation and the City; a Site Lease, dated as of December 1, 2020 (the "Site Lease"), by and between the City and the Corporation; a Continuing Disclosure Agreement, dated December 8, 2020 (the "Continuing Disclosure Agreement"). executed by the City; a Certificate Purchase Agreement, dated November 17. 2020 (the "Purchase Agreement"), by and between the City and Stifel, Nicolaus & Company, Incorporated (the "Underwriter"); a Resolution adopted by the City Council of the City on . 2020 (the "Resolution") relating to the Certificates, an Official Statement, dated November 17, 2020 (the `'Official Statement"), which describes, among other things, the Certificates and the City; and the certificates and certifications of the City, the Trustee, the Corporation and others as to certain factual matters and such other documents and matters to the extent we deemed necessary to render the opinions set forth herein. Based on the foregoing and without having made independent inquiry, we are of the opinion that: 1. The City is a municipal corporation duly organized and validly existing under the Constitution and laws of the State of California with full legal right, power and authority to execute, deliver and perform all of its obligations under the Purchase Agreement, the Trust Agreement, the Lease, the Site Lease, and the Continuing Disclosure Agreement (collectively, the "City Documents"). and to participate in the transactions contemplated by the Official Statement. [a 2. The Resolution was duly adopted at a meeting of the City Council of the City, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Resolution is in full force has not been modified, amended or rescinded. 3. The City has duly authorized the distribution of the Official Statement and the City Documents have been duly authorized, executed and delivered and, assuming due authorization, execution and delivery by the other parties thereto, constitute the legally valid and binding obligations of the City enforceable against the City in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought. 4. There is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, government agency, public board or body, pending or, to our knowledge, threatened: (a) which would materially adversely affect the financial position of the City; (b) affecting, contesting or seeking to prohibit, restrain or enjoin the execution and delivery of the Certificates or in any way contesting or affecting the validity of or security of the Certificates or the City Documents or the consummation of the transactions contemplated thereby, or contesting the powers of the City or its authority to execute and deliver the City Documents or perform its obligations thereunder; or (c) contesting the completeness or accuracy of the Official Statement, or any supplement or amendment thereto or asserting that the Official Statement contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstance under which they were made, not misleading. S. The City is not in breach of or default under any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which it or any of its property or assets is otherwise subject, which breach or default would materially adversely affect the City's ability to enter into or perform its obligations under the City Documents and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a breach or default; and the execution and delivery by the City of the City Documents, and compliance with the provisions thereof, under the circumstances contemplated thereby, do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement or other instrument to which the City is a party or by which it is bound or any court order or consent decree to which the City is subject. This letter is not to be used, circulated, quoted, or otherwise referred to for any purpose other than the offering of the Certificates and may not be relied upon other than by the addresses hereof without our express written permission. Respectfully submitted, M EXHIBIT C FORM OF OPINION OF COUNSEL TO THE CORPORATION December 8, 2020 City of Newport Beach Newport Beach, California The Bank of New York Mellon Trust Company, N.A. Los Angeles, California Stifel, Nicolaus & Company, Incorporated San Francisco, California Re: City of Newport Beach Certificates of Participation 2020A (Fire Station No. 2) Ladies and Gentlemen: We have acted as counsel to the Newport Beach Public Facilities Corporation (the "Corporation") in connection with the execution and delivery of $7,860,000 aggregate principal amount of City of Newport Beach Certificates of Participation 2020A (Fire Station No. 2) (the `'Certificates"). In connection with rendering this opinion, we have examined documents, obtained certificates and undertaken other actions as we have determined necessary to render this opinion. We have examined the following documents: a Resolution of the Board of Directors of the Corporation adopted on 2020 (the `'Resolution") relating to the Certificates; the Lease/Purchase Agreement, dated as of December 1, 2020 (the "Lease"), by and between the City and the Corporation; a Site Lease, dated as of December 1, 2020 (the "Site Lease"), by and between the City and the Corporation; the Trust Agreement, dated as of December 1, 2020 (the "Trust Agreement"), by and among The Bank of New York Mellon Trust Company, N.A., as trustee (the ``Trustee"), the Corporation and the City; the Assignment Agreement, dated as of December 1, 2020 (the "Assignment Agreement"), by and between the Trustee and the Corporation: the certificates and certifications of the City, the Trustee, the Corporation and others as to certain factual matters, and such other documents and matters to the extent we deemed necessary to render the opinions set forth herein. Withy our permission we have assumed, without undertaking to verify the same by independent investigation, the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in these documents, certificates, records and papers we have reviewed: and (d) compliance with all covenants and agreements contained in such documents. Based on the foregoing, we are of the opinion that: 1. The Corporation is a nonprofit public benefit corporation organized and existing under and by virtue of the laws and the Constitution of' the State of California and has full legal C-1 power and lawful authority to execute and deliver and perform all obligations under the Lease, the Site Lease, the Assignment Agreement and the Trust Agreement (collectively, the "Corporation Documents") and to participate in the transactions contemplated by the Official Statement. 2. The Resolution has been duly adopted at a meeting of the Board of Directors of the Corporation, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the Resolution is in full force and effect and has not been modified, amended or rescinded. 3. The Corporation has duly authorized, executed and delivered the Corporation Documents and, assuming due authorization, execution and delivery by the parties thereto other than the Corporation, the Corporation Documents constitute the legally valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally and by the application of equitable principles, if equitable remedies are sought. 4. There is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court, government agency, public board or body, pending or, to our knowledge after reasonable investigation, threatened: (a) which would materially adversely affect the financial position of the Corporation; (b) affecting, contesting or seeking to prohibit, restrain or enjoin the execution and delivery of any of the Certificates or the Corporation Documents, or in any way contesting or affecting the validity of or security for the Certificates or the Corporation Documents or the consummation of the transactions contemplated thereby, or contesting the powers of the Corporation or its authority to execute and deliver the Corporation Documents or perform its obligations thereunder; or (c) contesting the completeness or accuracy of the Official Statement or asserting that the Official Statement contains any untrue statement of a material fact or omits 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; and to our knowledge there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in subparagraphs (a) through (c) of this Paragraph 4. 5. The Corporation is not in material breach of or default under any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Corporation is a party or to which the Corporation or any of its property or assets is otherwise subject, and no event has occurred or is continuing which with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument; and the execution and delivery of the Corporation Documents and compliance with the provisions thereof by the Corporation, will not result in a violation of, a breach of, or a default under the articles of incorporation or bylaws of the Corporation or any indenture, mortgage, deed of trust, note agreement, or other agreement or instrument to which the Corporation is a party or by which it C-2 or any of its property is bound, or any order of any court or other governmental body having jurisdiction of the Corporation. This letter is not to be used, circulated, quoted, or otherwise referred to for any purpose other than the offering of the Certificates and may not be relied upon other than by the addresses hereof without our express written permission. Respectfully submitted, C-3 EXHIBIT D $7,860,000 CITY OF NEWPORT BEACH CERTIFICATES OF PARTICIPATION 2020A (FIRE STATION NO. 2) FORM OF ISSUE PRICE CERTIFICATE The undersigned, Stifel, Nicolaus & Company, Incorporated ("Stifel"), hereby certifies as set forth below with respect to the sale and issuance of the above -captioned obligations (the "Certificates"). 1. Certificate Purchase Agreement. On November 17, 2020 (the "Sale Date"), Stifel and the Issuer executed a Certificate Purchase Agreement (the "Purchase Agreement'') in connection with the sale of the Certificates. Stifel has not modified the Purchase Agreement since its execution on the Sale Date. 2. Price. As of the date of this Certificate, for each Maturity of the General Rule Maturities of the Certificates, the first price at which at least 10% of each such Maturity of the Certificates was sold to the Public (the "10% Test") was the respective price for such Maturity listed in Schedule A attached hereto. 3. Defined Terms. (a) "General Rule Maturities" means those Maturities of the Certificates listed in Schedule A hereto as the "General Rule Maturities." (b) "Issuer" means the City of Newport Beach. (c) ",Maturity" means Certificates with the same credit and payment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate Maturities. (d) "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 generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (e) "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 Certificates 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 in the initial sale of the Certificates to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Certificates to the Public). 4. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Stifel's 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 FIX respect to certain of the representations set forth in the Tax Certificate of the Issuer dated December 8, 2020 and with respect to compliance with the federal income tax rules affecting the Certificates, and by Bond Counsel, in connection with rendering its opinion that the interest on the Certificates is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Certificates. STIFEL, NICOLAUS & COMPANY, INCORPORATED 0 am Dated: December 8, 2020 D-2 Managing Director Director SCHEDULE A TO ISSUE PRICE CERTIFICATE jTO BE ATTACHED AT CLOSING]. Schedule