Agmt15 Raymond James and Assoc. Port of RWC sale of refunding bonds

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Section 5. Public Offerine of the Series 2015 Bond . It shall be a condition to the obligation of the Undervvriter to pwchase,accept delivery of,and pay for the Series 2015 Bonds that the entire$6,940,000 principal amount of the Series 2015 Bonds authorized by the Indenhue shall be sold and delivered by the Port to the Undetwriter on the Closing Date(defined below). The Underwriter agrees to make a bona fide public offering of all the Series 2015 Bonds at the initial public offering prices or yields as set forth in Schedule 1 hereto,however,the Series 2015 Bonds may be offered and sold to certain dealers(including dealers depositing the Series 2015 Bonds iuto investment trusts)at prices lower than such initial public offering prices or yields. The Underwriter reserves the right to make concessions to dealers and to change such initial public of�ering prices or yields as the Underwriter reasonably deems necessary in connection with the marketing of the Series 2015 Bonds. The Underwriter also reserves the right to:(i)over-allot or effect transactions that stabilize or maintain the mazket price of the Series 2015 Bonds at a level above that which might otherwise prevail in the open market and(ii)discontinue such stabilizing,if commenced,at any time. Following the initial public offering of the Series 2015 Bonds,the offering prices may be changed Gom time to time by the Unde�writer. 5ection 6. ClosinQ. � (a) At 8:00 A.M.,Califomia time,on May 13,2015(the "Closing Date'�,or on such earlier or later date as may be agreed upon by the Undervvriter and the Port,the Port will deliver or cause to be delivered to the Underwriter the Series 201 S Bonds in definitive form,duly executed,together with the other documents hereinafter mentioned,and,subject to the terms and conditions of this Purchase Agreement,the Underwriter will accept delivery of the Series 2015 Bonds through the facilities of The Depository Trust Company,New York,New York("DTC'�by initial deposit with We Trustee(in care of DTC)duough DTC's Fast Automated Securities Transfer System procedures,or such other place as shall have been mutually agreed upon by the Undervvriter and the Port,and pay the purchase price of the Series 2015 Bonds as set forth in Section 1 of this Purchase Agreement by wire transfer in immediately available funds to the order of the Trustee(or by such other form of payment in unmediately available funds as shall have been mutually agreed upon by the Port and the Underwriter),less the amount of$26,500.00,as payment for the Bond Insurance Policy premium and the amount of$6,100.00,as payment for the Surety Bond premium. The Series 2015 Bonds in definitive form shall be evidenced by typewritten, lithographed or word processed Bonds in suthorized denominations. (b) It is anticipated that CUS1P uumbers will be printed on the Series 2015 Bonds,but neither the failure to provide such numbers nor any error with respect thereto shall constitute a cause for failwe or refusal by the Undetwriter to accept delivery of the Series 2015 Bonds in accordance with the terms of t6is Purchase Agreement. SecNon 7. Reoresentations Warrantie and Aereements of the Port. The Port hereby represents,warrants and agrees with the Underwriter that: (a) By the Port Resolution adopted by a majority of the Port Board at a meeting duly called, noticed and conducted,at which a quorum was present and acting throughout,on Apri18,2015,the Port has taken all action necessary to be taken by it for the execution and delivery of the Third Supplemental Indenture,the Escrow Agreement,and the Continuing Disclosure Certificate,dated May 13,2015(the "ContinuingDisclosure Certifrcate"and collectively with the Third Supplemental Indentwe and the Escrow Agreement,the"Port Agreements")and this Purchase Agreement and the taking of any and all actions as may be required on the part of the Port to carry out,give effect to an consummate the transactions contemplated hereby has been taken,and the Port Resolution has not been modified or amended and is in fuil force and e�'ect; 4 i 31498-0016�BPA-FIN SF13213�3079.5