Agmt 2017 Flagship Facility Services, Inc. Citywide Janitorial Services

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Capitalized terms not otherwise defined in this Bond Purchase Agreement shall have the same meanings given them in that certain Indenture of Trust, dated as of [February] 1,2018 (the "Indenture"), by and between the Successor Agency and U.S. Bank National Association, as trustee (the "Trustee"),pursuant to which the Bonds are being issued. 1. Purchase and Sale. Upon the terms and conditions and in reliance upon the representations, warranties and covenants herein, the Successor Agency hereby agrees to sell to the Underwriter and the Underwriter hereby agrees to purchase from the Successor Agency for offering to the public, all (but not less than all) of the $ Successor Agency to the Redevelopment Agency of the City of San Leandro, Alameda County-City of San Leandro Redevelopment Project, 2018 Tax Allocation Refunding Bonds (the "Bonds"), at the purchase price of $ (the "Purchase Price") (being the principal amount of the Bonds of $ , less an Underwriter's discount of $ , and plus a net original issue premium of$ The Purchase Price is to be paid on the Closing Date (as defined in Section 6 below). The Bonds shall be dated the Closing Date, and shall bear interest at the rates, shall mature on the dates and in the principal amounts and shall be subject to redemption, all as set forth in the attached Exhibit A. The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of,the Indenture. The payment of the principal of and interest on the Bonds when due will be insured by a municipal bond insurance policy (the "Municipal Bond Insurance Policy") issued by (the "Municipal Bond Insurer"). In addition, the Municipal Bond Insurer will issue its reserve fund municipal bond insurance policy (the "Reserve Fund Policy") in lieu of a cash funded reserve fund for the Bonds. As an accommodation to the Successor Agency, the Underwriter will pay, from the purchase price of the Bonds, the sum of $ to the Municipal Bond Insurer as the premium for the Municipal Bond Insurance Policy and the sum of$ to the Municipal Bond Insurer as the premium for the Reserve Policy. The Bonds are being issued for the purpose of providing funds to the Successor Agency to refund the outstanding Redevelopment Agency of the City of San Leandro, Alameda County-City of San Leandro Redevelopment Project, Tax Allocation Bonds, Series 2008 (the "2008 Bonds"), (b) purchase the Municipal Bond Insurance Policy and the Reserve Fund Policy, and (c) paying the costs of issuing the Bonds and the refunding of the 2008 Bonds. The Bonds are special, limited obligations of the Successor Agency, payable from, and secured by a lien on Tax Revenues. Issuance of the Bonds was authorized by a resolution of the Successor Agency, adopted on , 2017 (the "Successor Agency Resolution"), and a resolution of the Oversight Board of the Successor Agency to the Redevelopment Agency of the City of San Leandro, adopted on ,2017(the "Oversight Board Resolution"). Pursuant to irrevocable refunding instructions (the "Irrevocable Refunding Instructions"), by and between the Successor Agency and U.S. Bank National Association, as trustee for the 2008 Bonds (the "2008 Trustee"), provision will be made for the refunding of the 2008 Bonds. 2. Bona Fide Public Offering. The Underwriter agrees to make a bona fide public offering of all of the Bonds, at prices not in excess of the initial public offering yields or prices set forth on the cover page of the Official Statement (defined below). Subject to Section 3(c), the Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices; provided, however, that the Underwriter may offer a portion of the Bonds for sale to -2-