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be issued in the form of current interest bonds,dated their date of original delivery,in such principal
<br /> amounts and maturities,bear interest rates per annum and have We yields and be subject to redemption as
<br /> set forth in Schedule 1 attached hereto. The Series 2015 Bonds shall be issued in fully registered form,in
<br /> aut6orized denominations of$5,000 or any integral multiple thereof and bear interest payable from the
<br /> date thereof on each June 1 and December 1,commencing December 1,2015.
<br /> (b) The purchase price for the Series 2015 Bonds shall be$6,879,426.81,which is equal to
<br /> the principal amount of the Series 2015 Bonds,less a net original issue discount in the amount of
<br /> $22,498.45 and less an Underwriter's discount in the amount of$38,074.74.
<br /> Section 2. Underwriter Not Actine as AQen�Advisor or Fiduciarv.
<br /> 'The purchase and sale of the Series 2015 Bonds to the Undervvriter represents a negotiated
<br /> transaction,and the Port acknowledges and agrees that:(i)the transaction contemplated by this Purchase
<br /> Agreement is an arm's length,commercial tra.osaction between the Port and the Undervvriter in which the
<br /> Underu+riter is acting solely as a principal and is not acting as a municipal advisor,financial advisor or
<br /> fiduciary to the Port;(ii)the Underwriter has not asswned aay advisory or fiduciary responsibility to the
<br /> Port with respect to the transaction contemplated hereby and the discussions,undertakings and procedures
<br /> leading thereto(irrespective of whether the Underwriter has provided other services or is currently
<br /> providing other services to the Port on other matters);(iii)We Undervvriter is acting solely in its capacity
<br /> as an unden+vriter for its own account,(iv)the only obligations the Undenvriter has to the Port with
<br /> respect to We transaction contemplated hereby expressly are set forth in this Purchase Agreement;and
<br /> (v)the Port has consulted its own legal,accounting,tax,fmancial and other advisors,as applicable,to the
<br /> extent they have deemed appropriate.
<br /> SecNon 3. The Series 2015 Bonds.
<br /> (a) The Series 2015 Bonds shall be issued under Sections 47 through 50(b)of the Charter of
<br /> the City of Redwood City(the "Charter'�,Section 54300 et seq.of the Government Code of the State of
<br /> California,and all laws amendatory thereof or supplemental thereto(the "Bond Law'�,and pursuant to
<br /> the provisions of the Indenture;Resolution No.P-2267 adopted on Aprii 8,2015(the"Port Resolution"),
<br /> by a majority of the Board of Port Commissioners of the Port Department of the City of Redwood City
<br /> (the "Port Board'�,and a resolution of the City Council(the"City Councit')of the City of Redwood
<br /> City(the"City"),adopted on April 13,2015(the"City Resolution"and together with the Port Resolution,
<br /> the"Resolutions"),authorizing the issuance of the Series 2015 Bonds by the Port,the execution and
<br /> delivery of certain related documents and the taking of certain actions.
<br /> (b) The proceeds of the Series 2015 Bonds,together with other available funds,will be used
<br /> to:(i)ef�'ect a current refundiug of all of the$7,755,000 outstanding principal amount of Port of Redwood
<br /> City Revenue Bonds,Series 1999(the `7tefunded Bonds')pwsuant to the terms and conditions of an
<br /> Escrow Deposit and Trust Agreement,dated as of May 1,2015(the "Escrow Agreement")by and
<br /> between the Port and U.S.Bank National Association,as escrow agent for the Refunded Bonds(the
<br /> "Escrow Agent'�;(ii)fund a reserve fund for the Series 2015 Bonds;and(iii)pay certain costs associated
<br /> with the issuance of the Series 2015 Bonds.
<br /> (c) The Series 2015 Bonds are special obligations of the Port and are payable,as to interest
<br /> thereon,principal thereof,and any premiums upon the redemption thereof,exclusively from the Net
<br /> Revenues(as that term is defined in the Indentwe)and other funds as provided in the Indentwe,and the
<br /> Port is not obligated to pay them except from the Net Revenues and such other funds. The Series 2015
<br /> Bonds are equally secwed by a pledge of,and chazge and lien upon,the Net Revenues,and the Net
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<br /> � 31498-0016�BPA-FIN
<br /> SF1321373079.5
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