Presenter
Presented by Mr. Shields
AS AMENDED BY SUBSTITUTE
Title
Resolution: (a) authorizing and directing issuance of two separate series of General Obligation Bonds (collectively, the "Bonds") pursuant to the Act of the General Assembly of the Commonwealth of Pennsylvania known as the Local Government Unit Debt Act: (i) Series A of 2005 (the "Series A Bonds"), in the aggregate principal amount of One Hundred Sixteen Million Eight Hundred Sixty Thousand Dollars ($116,860,000).
Body
with the proceeds to provide funds (1) to advance refund a portion of the City's outstanding General Obligation Bonds, Series A of 1995 and Series A, B and C of 1997, and (2) for the costs and expenses of issuing the Series A Bonds, and (ii) Series B of 2005 (the "Series B Bonds"), in the aggregate principal amount of Seventy Eight Million One Hundred Thirty Five Thousand Dollars ($78,135,000), with the proceeds to provide funds (1) to currently refund a portion of the City's outstanding General Obligation Bonds, Series B of 1995 and Series D of 1998 and (2) for the costs and expenses of issuing the Series B Bonds; (b) finding a private sale of the Bonds by negotiation to be in the best financial interests of the City; (c) approving the Bond Purchase Agreement; (d) providing that the Bonds shall be general obligations and shall constitute nonelectoral debt of the City; (e) fixing the substantial form, denomination, number, date, maturity dates, interest rates, interest payment dates, and registration provisions of the Bonds and place of payment of principal of and interest on the Bonds; (f) authorizing execution of the Bonds and authentication thereof; (g) authorizing the execution of an escrow agreement for the refunded bonds and appointing the escrow agent; (h) providing covenants related to payment of debt service on the Bonds and continuing disclosure; (i) creating a sinking fund; (j) appointing a paying agent, registrar, transfer agent, sinking fund depository and bond counsel and disclosure counsel; (k) authorizing the purchase of bond insurance; (1) approving the preliminary official statement and the official statement; (m) authorizing and directing specified officers of the City to do, to take and to perform certain specified, required, necessary or appropriate acts and things with respect to the Bonds; (n) ratifying prior advertisement and directing further advertisement of this Resolution; (o) authorizing payment of costs and expenses; and (p) repealing all ordinances and resolutions or parts thereof insofar as the same shall be inconsistent herewith.
WHEREAS, the City of Pittsburgh, Pennsylvania (the "City") has determined to undertake projects consisting of (a) the advance refunding of a portion of the City's outstanding General Obligation Bonds, Series A of 1995 and Series A, B and C of 1997, (b) the current refunding of a portion of the City's outstanding General Obligation Bonds, Series B of 1995 and Series D of 1998, and (c) providing funds for the costs and expenses of preparing, issuing and marketing the Bonds (collectively, the "Projects"); and
WHEREAS, the City deems it in the best financial interest of the City to finance the Projects through the incurrence of nonelectoral debt in accordance with the terms of this Resolution and the Local Government Unit Debt Act, as codified by the Act of December 19, 1996, P.L. 1158, No. 177, 53 Pa. C.S. ยง8001 et seq., as amended (the "Act"), by issuing two separate series of general obligation bonds, to be known as "City of Pittsburgh General Obligation Bonds, Series A of 2005" (the "Series A Bonds") and "City of Pittsburgh General Obligation Bonds, Series B of 2005" (the "Series B Bonds") (collectively, the "Bonds"); and
WHEREAS, the City Council has determined to approve the Bond Purchase Agreement negotiated with Lehman Brothers Inc. and NatCity Investments, Inc. (the "Purchasers"), to sell the Bonds to the Purchasers, to authorize issuance of the Bonds, and to take appropriate action and to authorize proper things in connection with the issuance of the Bonds, all in accordance with and pursuant to the provisions of the Act.
Be it resolved by the Council of the City of Pittsburgh as follows:
SECTION 1. The Projects.
(a) The Refunding Projects. Approximately $123,535,389 of the proceeds of the Series A Bonds will be used to advance refund a portion of the City's General Obligation Bonds, Series A of 1995 and a portion of the City's General Obligation Bonds, Series A, B and C of 1997 (the "Series A Refunded Bonds") as set forth in Schedule A hereto (the "Series A Refunding Project"). Approximately $81,196,076 of the proceeds of the Series B Bonds will be used to currently refund a portion of the City's General Obligation Bonds, Series B of 1995, and a portion of the City's General Obligation Bonds, Series D of 1998 (the "Series B Refunded Bonds," and together with the Series A Refunded Bonds, the "Refunded Bonds") as set forth in Schedule A hereto (the "Series B Refunding Project," and together with the Series A Refunding Project, the "Refunding Projects"). The City hereby determines that the Refunding Projects are in the best financial interest of the City and are in accord with the purposes set forth in Pa. C.S. ยง8241(b) in that the refunding results in the reduction of total debt service over the life of the Refunded Bonds, as shown in Schedule A. The useful life of the capital projects financed or refinanced by each series of the Refunded Bonds expires no earlier than the final maturity date of the Bonds assigned to the refunding of that series.
(b) Escrow Agreement and Escrow Agent. The City simultaneously with the delivery of the Series A Bonds to the Purchasers, shall enter into one or more Escrow Agreements with J.P. Morgan Trust Company, National Association (successor to Chase Manhattan Trust Company, National Association), Pittsburgh, Pennsylvania, as escrow agent (the "Escrow Agent"), establishing funds (the "Escrow Funds") to be held in trust for the benefit of the owners of the Refunded Bonds identified in the Escrow Agreements, into which shall be deposited that portion of the proceeds of the Bonds necessary to effect the refunding of the Refunded Bonds. It is the intent of the City that simultaneously with the delivery of the Series A Bonds the nonelectoral debt evidenced by the Series A Refunded Bonds, and simultaneously with the delivery of the Series B Bonds the nonelectoral debt evidenced by the Series B Refunded Bonds, shall no longer be deemed to be outstanding for the purpose of determining the net debt of the City in accordance with 53 Pa. C.S. ยง8250(b).
The Escrow Agreements shall be of the form and with the content satisfactory to the City Solicitor and the officers of the City executing and delivering the same, the approval thereof to be conclusively evidenced by the execution thereof and appropriate to give effect to then known facts, figures and circumstances at the time of execution and delivery thereof.
The proper officers of the City are authorized and directed to execute, to attest and to seal, as appropriate, and to deliver the Escrow Agreements, simultaneously with the delivery of the Series A Bonds.
(c) Payment and Redemption of the Refunded Bonds. The City hereby irrevocably calls for the redemption of the Refunded Bonds pursuant to the terms of the Escrow Agreements and directs the Escrow Agent, as paying agent for the Refunded Bonds, to timely send all required notices of redemption. The City covenants that the Series A Bonds will not be delivered to the Purchasers unless and until the City, concurrent with such delivery, shall have taken or shall take, as appropriate, all action as shall be necessary or appropriate to implement provisions for the retirement of the Refunded Bonds. The intent and purpose of the foregoing is to ensure that the City will take such action and will do such things, prior to or concurrent with delivery of the Series A Bonds to the Purchasers, as shall be necessary or appropriate to implement and effectuate provisions for the aforesaid retirement of the Refunded Bonds, so that simultaneously with delivery of the Bonds to the Purchasers, for all purposes of the Act, the Refunded Bonds and the outstanding debt evidenced thereby no longer shall be considered to be outstanding and the City shall be deemed to have made appropriate provisions for the retirement of the outstanding debt which is evidenced by the Refunded Bonds.
(d) Purchase of Escrow Investments. The City hereby authorizes and directs the appropriate officials of the Escrow Agent, on behalf of and as agent for the City, to subscribe for, purchase, or enter into those securities, time deposits, certificates of deposit or other investments issued by, or entered into with, the federal government or the Commonwealth of Pennsylvania (the "Commonwealth") or a bank or bank and trust company as shall fulfill the requirements of 53 Pa. C.S. ยง8250(b) and shall be specified in the Escrow Agreements and in the closing receipt and other settlement sheets executed in connection with the delivery of the Bonds at closing, as necessary to effectuate the refunding of the Refunded Bonds. Such officers or officials of the City are hereby authorized to make any certifications required in connection with the subscription for such time deposits, certificates of deposit or investments. Such obligations shall be held in the Escrow Fund as security for the Refunded Bonds.
SECTION 2. Incurrence of Indebtedness.
The City hereby authorizes the incurrence of nonelectoral indebtedness in the principal sum of $194,995,000 to be evidenced by Bonds of the City in the aggregate principal amount of $116,860,000, designated "City of Pittsburgh General Obligation Bonds, Series A of 2005", and Bonds of the City in the aggregate principal amount of $78,135,000, designated "City of Pittsburgh General Obligation Bonds, Series B of 2005."
SECTION 3. Approval of Private Sale and Bond Purchase Agreement.
After considering the advantages and disadvantages of various types of sale of the Bonds, the City Council hereby determines that a private sale by negotiation is in the best financial interest of the City. The negotiated Bond Purchase Agreement, a copy of which is attached hereto as Exhibit A, is hereby approved. The Bonds will be sold to the Purchasers at a private sale at the prices stated in Exhibit A. The proper officers and officials of the City are hereby authorized and directed to execute and deliver to the Purchasers the Bond Purchase Agreement. One counterpart of the Bond Purchase Agreement shall be filed with the records of the City.
SECTION 4. Maturity, Interest Rates, and Redemption.
The Bonds shall bear interest in the manner and at the rates per annum, shall be subject to redemption and shall mature on the dates and in the aggregate principal amounts as set forth in Exhibit A hereto. Schedule A hereto shows the Bonds assigned to the refunding of the Refunded Bonds, by series.
SECTION 5. Form of Bonds, Interest and Payment.
(a) General.
(i) The Bonds shall be substantially in the form contained in Section
24 hereof. The Bonds shall be issued in fully registered form without coupons and shall be numbered in such manner as may be satisfactory to the City. Pursuant to recommendations promulgated by the Committee on Uniform Security Identification Procedures, "CUSIP" numbers may be printed on the Bonds. Each Bond shall initially be dated its date of issue (the "Dated Date"). Thereafter, each Bond will be dated the date of its authentication. The Bonds shall be issuable in denominations of $5,000 or any integral multiple thereof.
(ii) The Bonds shall bear interest as set forth in Exhibit A hereto (computed on the basis of a 360 day year composed of twelve months of 30 days) from the March 1 or September 1, as the case may be, next preceding the date of such Bond to which interest has been paid, unless the date of such Bond is a date to which interest has been paid, in which case from the date of such Bond, or if the date of such Bond is prior to September 1, 2005, in which case from the Dated Date. However, if the City fails to pay the interest due on any interest payment date, then any such Bond shall bear interest from the March 1 or September 1, as the case may be, next preceding the date of such Bond, to which interest has been paid, or if no interest has been paid, from the Dated Date. Interest shall be payable semiannually on March 1 and September 1 of each year, beginning September 1, 2005 (each, an "Interest Payment Date"), until the principal sum thereof is paid.
The person in whose name any Bond is registered at the close of business on any Regular Record Date (as defined below) with respect to any Interest Payment Date will be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such Bond upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date, except if and to the extent that the City fails to pay the interest due on such Interest Payment Date, such defaulted interest will be paid to the persons in whose names outstanding Bonds are registered at the close of business on a date ("Special Record Date") established by the Paying Agent, hereinafter defined. The Paying Agent shall give notice of such Special Record Date to all owners of Bonds not less than ten (10) days prior to such date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth (5th) day preceding the date of mailing. The phrase "Regular Record Date" with respect to any Interest Payment Date means the February 15 or August 15 immediately preceding such Interest Payment Date, whether or not a business day.
If the date for payment of the principal of, premium, if any, or interest on the Bonds occurs on a day which is not a Business Day (a "Business Day" is any day other than a Saturday, Sunday or a day on which financial institutions in the Commonwealth of Pennsylvania (the "Commonwealth") are authorized by law to be closed), the interest and/or principal due on such date shall be payable on the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the nominal date of payment.
Subject to the provisions relating to payment of interest to owners on the appropriate record date, the City and the Paying Agent may deem and treat the person in whose name any outstanding registered Bond shall be registered upon the books of the City as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal and redemption price, if any, of such Bond and for all other purposes and all such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the City nor the Paying Agent shall be affected by any notice to the contrary.
(iii) Any registered owner of at least $1,000,000 principal amount of Bonds may, by written request to the Paying Agent at least five (5) days before the payment date for which such request is made, request that interest or principal be paid by wire transfer to such account as may be specified in such written request.
(b) Full Book-Entry System.
(i) The Series A Bonds and Series B Bonds initially shall be issued in the form of one fully registered Bond for the aggregate principal amount of each maturity of the series, which Bonds shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Except as provided in paragraph (vii) below, all of the Bonds shall be registered in the name of Cede & Co., as nominee of DTC; provided that if DTC shall request that the Bonds be registered in the name of a different nominee, the Transfer Agent shall exchange all or any portion of the Bonds for an equal aggregate principal amount of Bonds registered in the name of such nominee or nominees of DTC. No person other than DTC or its nominee shall be entitled to receive from the City or the Transfer Agent either a Bond or any other evidence of ownership of the Bonds, or any right to receive any payment in respect thereof unless DTC or its nominee shall transfer record ownership of all or any portion of the Bonds on the Bond Register of the City, in connection with discontinuing the book-entry system as provided in paragraph (vii) below or otherwise.
(ii) So long as the Bonds or any portion thereof are registered in the name of DTC or any nominee thereof, all payments of the principal or redemption price of and interest on the Bonds shall be made to DTC or its nominee in immediately available funds on the date provided for such payments in this Resolution. Each such payment to DTC or its nominee shall be valid and effective to fully discharge all liability of the City or the Paying Agent with respect to the principal or redemption price of or interest on the Bonds to the extent of the sum or sums paid.
(iii) The City and the Paying Agent may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, giving any notice permitted or required to be given to Registered Owners under this Resolution registering the transfer of Bonds, obtaining any consent or other action to be taken by Registered Owners and for all other purposes whatsoever; and neither the City nor the Paying Agent shall have any responsibility or obligation to any participant in DTC, any person claiming a beneficial partnership interest in the Bonds under or through DTC or any such participant, or any other person which is not shown on the Register as being a Registered Owner, with respect to either: (1) the Bonds; or (2) the accuracy of any records maintained by DTC or any such participant; or (3) the payment by DTC or any such participant of any amount in respect of the principal or redemption price of or interest on the Bonds; or (4) any notice which is permitted or required to be given to Registered Owners under this Resolution; or (5) the selection by DTC or any such participant of any person to receive payment in the event of a partial payment of the Bonds; or (6) any consent given or other action taken by DTC as Registered Owner.
(iv) So long as the Bonds or any portion thereof are registered in the name of DTC or any nominee thereof, all notices required or permitted to be given to the Registered Owners under this Resolution shall be given to DTC as provided in the representation letter to be delivered to DTC in form and content satisfactory to DTC and the City, which the Director of Finance or the Director of the Department of Finance is hereby authorized to execute.
(v) In connection with any notice or other communication to be provided to Registered Owners pursuant to this Resolution by the City or the Paying Agent with respect to any consent or other action to be taken by the Registered Owners, DTC shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action, provided that the City or the Paying Agent may establish a special record date for such consent or other action. The City or the Paying Agent shall give DTC notice of such special record date not less than fifteen (15) calendar days in advance of such special record date to the extent possible.
(vi) Any successor Paying Agent shall, in its written acceptance of its duties under this Resolution, agree to take any actions necessary from time to time to comply with the requirements of the representation letter.
(vii) The book-entry system for registration of the ownership of the Bonds may be discontinued at any time if either: (1) after notice to the City and the Paying Agent DTC determines to resign as securities depository for the Bonds, or (2) after notice to DTC and the Paying Agent, the City determines that a continuation of the system of book-entry transfers through DTC (or through a successor securities depository) is not in the best interests of the City. In either of such events (unless in the case described in clause (2) above, the City appoints a successor securities depository), the Bonds shall be delivered in registered certificate form to such persons and in such principal amounts as may be designated by DTC, but without any liability on the part of the City or the Paying Agent for the accuracy of such designation. Whenever DTC requests the City and the Paying Agent to do so, the City and the Paying Agent shall cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of certificates evidencing the Bonds.
SECTION 6. Appointment of Paying Agent, Registrar, Transfer Agent and Sinking Fund Depository.
J. P. Morgan Trust Company, National Association, Pittsburgh, Pennsylvania, is hereby appointed Paying Agent (the "Paying Agent"), Registrar (the "Registrar"), Transfer Agent (the "Transfer Agent") and Sinking Fund Depository (the "Sinking Fund Depository") for the Bonds. The Director of Finance or the Director of the Department of Finance is hereby authorized, to the extent required, to contract with the Paying Agent for such services at such charges as shall be appropriate and reasonable for such services. The obligations and duties of the Paying Agent, Registrar, Transfer Agent and Sinking Fund Depository are described in this Resolution and they are responsible only for the obligations and duties which are set forth herein and are liable only for those damages caused by their gross negligence or willful misconduct. The City may, by Resolution, from time to time appoint a successor Paying Agent, Sinking Fund Depository, Registrar or Transfer Agent to fill a vacancy or for any other reason.
SECTION 7. Bond Register, Registration and Transfer.
The City shall cause to be kept at the office of the Registrar a register (the "Bond Register") in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the registration of the Bonds and the registration of transfers and exchanges of Bonds. No transfer or exchange of any Bond shall be valid unless made at such office and registered in the Bond Register.
Every Bond presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer, in form and with guaranty of signature satisfactory to the City and the Registrar, duly executed by the Registered Owner thereof or its duly authorized agent or legal representative.
Upon surrender of any Bond for registration of transfer, the City shall execute, and the Paying Agent shall authenticate, and deliver in the name of the transferee or transferees a new Bond of any authorized denomination, of the same series, interest rate and maturity, and in the same aggregate principal amount as the Bond so surrendered.
Any Bond shall be exchangeable for other Bonds of the same series, interest rate and maturity in any authorized denomination, in an aggregate principal amount equal to the principal amount of the Bond presented for exchange. Upon surrender of any Bond for exchange, the City shall execute, and the Paying Agent shall authenticate, and deliver in exchange therefor the Bond or Bonds which the owner making the exchange shall be entitled to receive.
No service charge shall be made for any transfer or exchange of any Bond, but the City may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds.
The City shall not be required to: (a) issue, or to register the transfer or exchange of, any Bond during the period beginning at the opening of business on a Regular Record Date and ending at the close of business on the succeeding Interest Payment Date, or within a period of fifteen (15) business days before any date of selection of Bonds to be redeemed; or (b) register the transfer or exchange of any Bond selected, being called, or called for redemption.
Each Bond issued upon any registration of transfer or exchange shall be a valid obligation of the City, evidencing the same debt and entitled to the same benefits under this Resolution as the Bond surrendered for such registration of transfer or exchange.
SECTION 8. Execution and Authentication.
The Bonds shall be executed on behalf of the City by the Mayor and shall have the corporate seal of the City or a facsimile thereof affixed thereto, duly attested by the Director of Finance or the Director of the Department of Finance and countersigned by the City Controller, and said officers are hereby authorized and directed to execute the Bonds. The Bonds shall be authenticated by the manual execution of the Certificate of Authentication by the Paying Agent or by a duly authorized signatory of the Paying Agent. No Bond shall be valid until such Certificate of Authentication shall have been duly executed, and such authentication shall be conclusive and the only proof that any Bond has been issued pursuant to this Resolution and is entitled to any benefits conferred thereon under the provisions of this Resolution. To the extent that any one signature on a Bond (including the signature of the Paying Agent) is manual, all other signatures may be by facsimile. The Director of Finance or the Director of the Department of Finance is hereby authorized and directed to deliver the Bonds to the Purchasers and receive payment therefor on behalf of the City after sale of the same in the manner required by law and this Resolution.
SECTION 9. General Obligation Covenant.
The Bonds are hereby declared to be general obligations of the City and are payable from its tax and other general revenues, including ad volorem taxes levied without limit as to rate or amount on all taxable real property located in the City. The City hereby covenants with the Registered Owners from time to time of the Bonds outstanding pursuant to this Resolution that it will provide in its budget in each year, and will appropriate from its general revenues in each such year, the amount required to pay debt service on the Bonds and to make any other required sinking fund payments for each such year. The City further covenants that, from the sinking fund for the Bonds established therein, or from any other of its revenues or funds, it will pay or cause to be paid the principal of every Bond and the interest thereon, as applicable, at the dates and place and in the manner stated in the Bonds. For such budgeting, appropriation and payment, the City does hereby irrevocably pledge its full faith, credit and taxing power. The specific amount of the debt service which the City hereby covenants to pay on the Bonds in each year is shown on Schedule B which is attached hereto and incorporated herein by reference. As provided in the Act, the foregoing covenants are specifically enforceable.
SECTION 10. Redemption.
The Bonds shall be subject to redemption prior to maturity at the option of the City in accordance with the terms set forth in the form of the Bonds set forth in Section 24 hereof.
Any redemption of Bonds is required to be made upon notice of redemption given by mailing a notice by first class mail, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date to the Registered Owners of Bonds to be redeemed at the addresses which appear in the Bond Register. Such notice shall state the redemption date, the redemption price and shall identify the Bonds being redeemed. Neither failure to mail such notice nor any defect in the notice so mailed or in the mailing thereof with respect to any one Bond will affect the validity of the proceedings for the redemption of any other Bond. If the City shall have duly given notice of redemption and shall have deposited with the Paying Agent funds for the payment of the redemption price of the Bonds so called for redemption with accrued interest thereon to the date fixed for redemption, interest on such Bonds will cease to accrue after such redemption date.
If at the time of mailing of any notice of optional redemption the City shall not have deposited with the Paying Agent monies sufficient to redeem all the Bonds called for redemption, such notice shall state that it is subject to the deposit of the redemption monies with the Paying Agent not later than the opening of business on the redemption date and shall be of no effect unless such monies are so deposited.
Any portion of a Bond of a denomination larger than $5,000 may be redeemed, but only in the principal amount of $5,000 or any integral multiple thereof. Prior to selecting Bonds for redemption, the Paying Agent will assign numbers to each $5,000 portion of any Bond of a denomination larger than $5,000 and will treat each portion as a separate Bond in the denomination of $5,000 for purposes of selection for redemption.
Upon surrender of any Bond for redemption of a portion thereof, the Paying Agent will authenticate and deliver to the registered owner a new Bond or Bonds of the same series and of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered.
SECTION 11. Sinking Fund.
(a) There is hereby established with the Sinking Fund Depository a sinking fund to be known as "City of Pittsburgh Series A and B of 2005 Bonds Sinking Fund" (the "Series A and B of 2005 Bonds Sinking Fund) into which the City covenants to deposit, and into which the City Treasurer is hereby authorized and directed to deposit, on or before each March 1 and September 1, commencing September 1, 2005, amounts sufficient to pay (i) the interest due on such date on the Bonds then outstanding, and (ii) the principal due on such date on the Bonds then outstanding. Should the amounts covenanted to be paid into the Series A and B of 2005 Bonds Sinking Fund be, at any time, in excess of the net amounts required at such time for the payment of interest and principal whether by reason of funds already on deposit in the Series A and B of 2005 Bonds Sinking Fund or by reason of the purchase of Bonds, or for some similar reason, the amounts covenanted to be paid may be reduced to the extent of such excess.
(b) The City may satisfy any part of its obligations with respect to clause (a)(ii) by delivering to the Sinking Fund Depository, for cancellation, Bonds of the same series maturing on the date on which such deposit is required. The City shall receive credit against such deposit for the face amount of the Bonds so delivered, provided that such Bonds are delivered to and received by the Sinking Fund Depository on or before the maturity date of the Bonds for which credit is requested.
(c) All sums in the Series A and B of 2005 Bonds Sinking Fund shall be applied exclusively to the payment of principal, premium, if any, and interest covenanted to be paid by Section 9 hereof as the same from time to time become due and payable and the balance of said moneys over and above the sum so required shall remain in the Series A and B of 2005 Bonds Sinking Fund to be applied to the reduction of future required deposits. The Series A and B of 2005 Bonds Sinking Fund shall be kept as a separate account at the designated corporate trust office of the Sinking Fund Depository. The Sinking Fund Depository, without further authorization other than as herein contained, shall pay from the moneys in the Series A and B of 2005 Bonds Sinking Fund the interest on the Bonds as and when due to the Registered Owners as of the appropriate Record Date and principal of the Bonds as and when the same shall become due to the Registered Owners.
(d) Notwithstanding the foregoing, in the case of optional redemption of any or all of the Bonds as permitted by Section 10 hereof, the Treasurer is hereby authorized and directed to deposit from time to time before the appropriate optional redemption date funds which shall be sufficient when they, either alone or together with interest to be earned thereon, if any, will equal the principal of the Bonds so called for redemption and the premium, if any, and the interest thereon to the date fixed for redemption.
SECTION 12. Internal Revenue Code Covenants.
(a) General. The cost of the Projects is at least equal to the principal amount of the Bonds. The City hereby covenants with the Registered Owners from time to time of the Bonds that no part of the proceeds of the Bonds will be used, at any time, directly or indirectly, in a manner which, if such use had been reasonably expected on the date of issuance of the Bonds, would have caused the Bonds to be arbitrage bonds within the meaning of Section 148 of the internal Revenue Code of 1986, as amended (the "Code") and the Regulations thereunder proposed or in effect at the time of such use and applicable to the Bonds, and that it will comply with the requirements of that section and the Regulations throughout the term of the Bonds.
(b) Rebate. The City covenants that it will rebate to the United States Treasury, at the times, in the manner and to the extent required by the Code, all investment income derived from investing the proceeds of the Bonds in an amount which exceeds the amount which would have been derived from the investment of the proceeds of the Bonds at a yield not in excess of the yield on the Bonds.
(c) Filing. The City will file IRS Form 8038-G and any other forms or information required by the Code to be filed in order to permit the interest on the Bonds to be excluded from gross income for federal income tax purposes.
SECTION 13. Advertising.
The action of the officers of the City in advertising a summary of this Resolution is ratified and confirmed. The officers of the City are authorized and directed to advertise a notice of adoption of this Resolution in a newspaper of general circulation in the City within 15 days after final adoption. The City Clerk is hereby directed to make a copy of this Resolution available for inspection by any citizen during normal office hours.
SECTION 14. Appointment of Counsel.
The City hereby appoints Klett Rooney Lieber & Schorling, a Professional Corporation, as Bond Counsel for the purpose of rendering any and all necessary opinions with respect to the Bonds and preparing such additional documents as may be necessary. Grogan Graffam, P.C. is hereby appointed as Disclosure Counsel with respect to the sale of the Bonds.
SECTION 15. [Reserved]
SECTION 16. Debt Structure.
The principal amortization of the Bonds is such that the annual debt service on all of the nonelectoral debt of the City, on a relative basis, will not significantly change, as shown in Schedule C.
SECTION 17. Purchase of Insurance.
The City hereby agrees to purchase and hereby accepts the commitment of MBIA Insurance Corporation (the "Insurer") to issue a municipal bond insurance policy (the "Policy") insuring the Bonds. The appropriate premium is hereby directed to be promptly paid at the settlement of the sale of the Bonds. A legend indicating the existence of such Policy shall be printed on the Bonds in the form required by the Insurer. All terms and conditions required to be contained in this Resolution by the terms of the commitment are incorporated herein by reference with the same effect as if set out at length herein.
SECTION 18. Filing with Department of Community and Economic Development.
Bond Counsel is hereby authorized and directed to prepare and file with the Department of Community and Economic Development, in accordance with the Act, a transcript of the proceedings relating to the issuance of the Bonds required by the Act, and to take other necessary action, and to prepare and file all necessary documents with the Department of Community and Economic Development. The proper officer of the City is hereby authorized and directed to pay the required filing fee.
SECTION 19. Approval of Official Statement.
The Preliminary Official Statement, dated March 31, 2005 (the "Preliminary Official Statement"), prepared with respect to the Bonds is hereby approved. The Controller and the Director of Finance and Budget or the Director of the Department of Finance are hereby authorized to execute and approve a Final Official Statement relating to the Bonds provided that the Final Official Statement shall have been approved by the City Solicitor. The distribution of the Preliminary Official Statement is hereby ratified and the Purchasers are hereby authorized to use the Preliminary Official Statement and the Final Official Statement in connection with the sale of the Bonds. The City hereby designates and certifies the Preliminary Official Statement as "deemed final" for the purposes of Rule 15c2-12(b) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Rule"), and agrees to take such other appropriate action as shall be necessary to facilitate compliance by the Purchasers with the Rule.
SECTION 20. General Authorization.
The officers and officials of the City are hereby authorized and directed to execute and deliver such other documents and to take such other action as may be necessary or appropriate in order to effect the execution, issuance, sale and delivery of the Bonds, all in accordance with this Resolution.
SECTION 21. Disposition of Bond Proceeds.
At the direction of the Director of Finance or the Director of the Department of Finance, the proceeds of the sale of the Bonds, after the Purchasers' discount, shall initially be deposited into a Clearing Account established with the Paying Agent and shall then be applied as follows:
(a) Payment of Expenses. All expenses incurred in connection with the issuance of the Bonds shall be paid with moneys in the Clearing Account, and the proper officers and officials of the City are authorized and directed to sign and deliver requests for payment of such expenses.
(b) Accrued Interest. Amounts equal to the accrued interest, if any, on the Bonds received at closing shall be transferred from the Clearing Account to the Series A and B of 2005 Bonds Sinking Fund maintained by the Sinking Fund Depository and applied as provided in Section 11 hereof.
(c) Refunding Project. An amount equal to the funds necessary to effect the refunding of the Refunded Bonds (taking into account projected earnings on investments) shall be transferred from the Clearing Account to the Escrow Funds maintained by the Escrow Agent and invested and applied as provided in Section 1 hereof.
SECTION 22. Authorization of Officers.
Any authorization granted to, power conferred on, or direction given to the City Clerk, the Director of Finance, the Director of the Department of Finance, the City Controller or any other officer or official, shall be deemed to run to the Deputy City Clerk, Deputy Director of Finance or Deputy City Controller, or any assistant or deputy officer or any person acting in such capacity, respectively, as if such latter titles had been expressly included in the text hereof which grants such authorization, confers such power or gives such direction.
SECTION 23. Continuing Disclosure.
(a) In accordance with the Rule, the City hereby covenants, with and for the benefit of the holders and beneficial owners (which shall include any person or entity that has a pecuniary interest in any of the Bonds) from time to time of the Bonds, to provide each nationally recognized municipal securities information repository (within the meaning of the Rule) ("NRMSIR") and to the appropriate state information depository (within the meaning of the Rule) in Pennsylvania, if any ("SID"), on an annual basis, its annual General Purpose Financial Statements presented in conformity with generally accepted accounting principles (the "Financial Statements"), together with updates of the tabular information appearing in Appendix B to the Final Official Statement with respect to the Bonds (to the extent not included in the Financial Statements), commencing with the Financial Statements and tabular information for the fiscal year ending in 2005. The Financial Statements and tabular information shall be provided within 270 days after the end of each fiscal year. If the Financial Statements are not independently audited, the City shall also provide independently audited Financial Statements when and if available. The City hereby also covenants, with and for the benefit of the holders and beneficial owners from time to time of the Bonds, to provide each NRMSIR, or to the Municipal Securities Rulemaking Board ("MSRB"), and to the SID (A) prompt notice of a failure to provide the Financial Statements, the tabular information or any audited Financial Statements in a timely manner and (B) prompt notice of any of the following events with respect to the Bonds, if such event is material within the meaning of the Rule: (i) principal and interest payment delinquencies, (ii) non-payment related defaults, (iii) unscheduled draws on debt service reserves reflecting financial difficulties, (iv) unscheduled draws on credit enhancements reflecting financial difficulties, (v) substitution of credit or liquidity providers or their failure to perform, (vi) adverse tax opinions or events affecting the tax-exempt status of the Bonds, (vii) modifications to rights of the holders of the Bonds, (viii) unscheduled Bond calls, (ix) defeasances, (x) release, substitution or sale or property securing payment of the Bonds and (xi) rating changes.
(b) The City's covenants in the immediately preceding paragraph shall terminate upon legal defeasance or other arrangement whereby the City is released from any further obligations with respect to the Bonds, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give prompt notice of such termination to each NRMSIR, or the MSRB, and to the SID.
(c) The proper officer or officers of the City are hereby authorized in the name and on behalf of the City to amend or terminate, in whole or in part, any of the foregoing covenants in this Section, without the consent of the holders or beneficial owners of the Bonds, provided that (A) the amendment requires the City to provide more information than was required by this Section prior to the amendment, without diminishing in any way the obligations of the City to provide information hereunder as required by this Section prior to the amendment, or (B) the following conditions are satisfied: (i) the amendment or termination is in connection with 'a change in circumstances that arises from a change in or clarification of legal requirements, change of law, or change in the identity, nature or status of an obligated person (within the meaning of the Rule) with respect to the Bonds, or the type of business conducted; (ii) such covenants, as amended, would, in the opinion of independent nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (iii) the amendment or termination either (a) is approved by the holders of the Bonds in the same manner as provided in the Act for modifications of this Resolution with the consent of such holders or (b) does not, in the opinion of independent nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds. The City shall give prompt notice of any such amendment or termination to each NRMSIR, to the MSRB and to the SID. In addition, the City shall describe such amendment in the next submission of Financial Statements and shall include, as applicable, a narrative explanation of the reason for the amendment and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being provided by the City. If the amendment relates to the accounting principles to be followed in preparing the Financial Statements, (A) the City shall give prompt notice of such change to each NRMSIR, or the MSRB, and to the SID and (B) the Financial Statements for the year in which the change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the Financial Statements as prepared on the basis of the new accounting principles and the Financial Statements prepared on the basis of the former accounting principles.
(d) The sole remedy for a breach by the City of any of the covenants in this Section 23 shall be an action to compel the performance of such covenant. Under no circumstances may monetary damages be assessed or recovered or payment of the Bonds be accelerated, nor shall any such breach constitute a default under the Bonds. Nothing in this Section is intended as or shall be deemed a "provision of the Bonds" for the purposes of the Act.
SECTION 24. Form of Bonds.
The form of Bonds shall be substantially as follows:
CITY OF PITTSBURGH
COMMONWEALTH OF PENNSYLVANIA
GENERAL OBLIGATION BOND
SERIES [A] [B] OF 2005
Dated Date: ___________, 2005 Interest Rate: Maturity Date: CUSIP:
Registered Owner:
Principal Amount:
City of Pittsburgh, a local government unit situate in Allegheny County, Commonwealth of Pennsylvania (the "City"), for value received, and intending to be legally bound, promises to pay to the registered owner stated above (the "Registered Owner") the Principal Amount stated above on the Maturity Date stated above, unless this Bond shall be redeemable and duly shall have been called for previous redemption and payment of the redemption price shall have been made or provided for, upon presentation and surrender of this Bond at the designated office of J. P. Morgan Trust Company, National Association (the "Paying Agent"), and to pay semiannually on March 1 and September 1 of each year (each an "Interest Payment Date"), commencing on September 1, 2005, to the Registered Owner hereof, interest (computed on the basis of a 360-day year composed of twelve months of 30 days) on said Principal Amount, until said sum is paid or provided for, at the rate per annum stated hereon, from the Interest Payment Date next preceding the date of registration and authentication of this Bond, unless (a) this Bond is registered and authenticated as of an Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (b) this Bond is registered after a Regular Record Date (as defined hereinafter) and before the next succeeding Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (c) such Bond is registered and authenticated on or prior to the Regular Record Date preceding September 1, 2005, in which event this Bond shall bear interest from the Dated Date; or (d) as shown by the records of the Paying Agent, interest on this Bond shall be in default, in which event this Bond shall bear interest from the date on which interest was last paid on this Bond or if no interest has been paid, from the Dated Date.
The principal of, premium, if any, and interest on this Bond are payable in such coin or currency of the United States of America as at the time and place of payment is legal tender for payment of public and private debts, at the designated office of the Paying Agent; provided that interest will be paid by check mailed to the person who is the Registered Owner on the appropriate record date at his address as it appears on the Bond Register described below, unless written request is made by such owner of not less than $1,000,000 aggregate principal amount of the Bonds for payment by wire transfer of immediately available funds.
This Bond is one of a duly authorized issue of bonds entitled "City of Pittsburgh General Obligation Bonds, Series [A] [B] of 2005 (the "Bonds") of like tenor (except as to rate of interest, date of maturity and provisions for redemption) amounting in the aggregate to the sum of [One Hundred Sixteen Million Eight Hundred Sixty Thousand][Seventy-Eight Million One Hundred Thirty-Five Thousand] Dollars ([$116,860,000] [$78,135,000]) and issued in accordance with the Local Government Unit Debt Act, as codified by the Act of December 19, 1996, P.L. 1158, No. 177 (the "Debt Act"), without the assent of the electors, and pursuant to a Resolution of the City duly adopted by the City Council thereof and approved by the Mayor and duly recorded and published in the manner required by law (the "Resolution").
Interest payable on any Interest Payment Date will be paid to the Registered Owner in whose name this Bond is registered at the close of business on the February 15 or August 15 (whether or not a business day) (the "Regular Record Date") immediately preceding the relevant Interest Payment Date. Any such interest which is not deposited with the Paying Agent on or before any such Interest Payment Date for payment to the Registered Owner on the Regular Record Date shall forthwith cease to be payable to the Registered Owner on the Regular Record Date, and shall be paid to the person in whose name this Bond is registered on a special record date for the payment of such defaulted interest to be fixed by the Paying Agent, notice of which shall be given to all Registered Owners not less than 10 days prior to such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth (5th) day preceding the date of mailing.
If the date for payment of the principal of, premium, if any, or interest on the Bonds occurs on a day which is not a Business Day (a "Business Day" is any day other than a Saturday, Sunday or a day on which financial institutions in the Commonwealth of Pennsylvania (the "Commonwealth") are authorized by law to be closed), the interest and/or principal due on such date shall be payable on the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the nominal date of payment.
[The Bonds maturing after September 1, 2015 are subject to redemption at the option of the City prior to their stated Maturity Dates, as a whole or in part from time to time, by lot within a maturity, on September 1,2015 and on any date thereafter, upon payment of the Redemption Price of 100% of the principal amount thereof, together with interest accrued to the date fixed for redemption.]
If less than all Bonds maturing on any date are to be redeemed at any time, the Bonds to be called for redemption at such time shall be chosen by the Paying Agent.
If at the time of mailing of any notice of optional redemption the City shall not have deposited with the Paying Agent monies sufficient to redeem all the Bonds called for redemption, such notice shall state that it is subject to the deposit of the redemption monies with the Paying Agent not later than the opening of business on the redemption date and shall be of no effect unless such monies are so deposited.
Notice of redemption of any Bond shall be given to the registered owner of such Bond by first class mail, not less than thirty (30) days nor more than sixty (60) days prior to the redemption date, in the manner and upon the terms and conditions set forth in the Resolution. A portion of a Bond of a denomination larger than $5,000 may be redeemed, and in such case, upon the surrender of such Bond, there shall be issued to the Registered Owner thereof, without charge therefor, a Bond or Bonds for the unredeemed balance of the principal amount of such Bond, all as more fully set forth in the Resolution. If notice of redemption shall have been duly given, the Bonds or portions thereof specified in that notice shall become due and payable at the applicable redemption price on the redemption date designated in that notice, and if, on that redemption date, moneys are held by the Paying Agent or the Sinking Fund Depository for the payment of the redemption price of the Bonds to be redeemed, together with interest to the date fixed for redemption, then from and after the date fixed for redemption, interest on such Bonds shall cease to accrue.
The City, pursuant to recommendations made by the Committee on Uniform Security Identification Procedures ("CUSIP"), has caused CUSIP numbers to be printed on the Bonds and has directed the Paying Agent to use such numbers in notices, if any, as a convenience to the Registered Owners of the Bonds. No representation is made by the City as to the accuracy of such numbers either as printed on the Bonds or as contained in any notice, and reliance may be placed only on the description printed hereon.
This Bond may be transferred or exchanged only on the registration books (the "Bond Register") maintained by the City at the principal corporate trust office of the Registrar upon surrender hereof by the Registered Owner at such office duly endorsed by, or accompanied by a written instrument of transfer duly executed by, the Registered Owner or his duly authorized agent or legal representative, in each case in form and with a guaranty of signature satisfactory to the Registrar.
No service charge shall be made for any transfer or exchange of any Bond, but the City may require payment of any required tax, fee or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds.
Subject to the provisions of this Bond and of the Resolution relating to the payment of interest, the City and the Paying Agent may treat the Registered Owner of this Bond as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and neither the City nor the Paying Agent shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of, premium, if any, or interest on this Bond, or for any claim based hereon or on the Resolution, against any member, officer or employee, past, present or future, of the City or of any successor body, as such, either directly or through the City or any such successor body, under any constitutional provision, statute or rule of law, or by the endorsement of any assessment or by any legal or equitable proceeding or otherwise, and all such liability of such members, officers or employees is released as a condition of and as consideration for the issuance of this Bond.
It is hereby certified that the approval of the Department of Community and Economic Development of the Commonwealth of Pennsylvania for the City to issue and deliver this Bond has been duly given pursuant to the Debt Act; that all acts, conditions and things required by the laws of the Commonwealth of Pennsylvania to exist, to have happened or to have been performed, precedent to or in the issuance of this Bond or in the creation of the debt of which this Bond is evidence, exist, have happened and have been performed in regular and due form and manner as required by law; that this Bond, together with all other indebtedness of the City, is within every debt and other limit prescribed by the Constitution and the statutes of the Commonwealth of Pennsylvania and applicable to the City; and that the City has established with the Paying Agent, as Sinking Fund Depository, a sinking fund for the Bonds and has agreed to deposit therein amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds as the same shall become due and payable.
This Bond is hereby declared to be a general obligation of the City. The City, in the Resolution authorizing the issuance of the Bonds, has covenanted with the Registered Owners, from time to time, of the Bonds that the City will provide in its budget in each year, and will appropriate from its general revenues in each such year, the amount required to pay debt service on the Bonds and to make any other required sinking fund payments for each such year. The City further covenants that, from the sinking fund for the Bonds established therein, or from any other of its revenues and funds, it will pay or cause to be paid the principal of every Bond and the interest thereon at the dates and place and in the manner stated in the Bonds. For such budgeting, appropriation and payment, the City does hereby irrevocably pledge its full faith, credit and taxing power. This covenant is specifically enforceable. This Bond is entitled to such other security as is provided in the Resolution.
This Bond shall not be entitled to any benefit under the Resolution or become valid or obligatory for any purpose until it shall have been authenticated by the Certificate of the Paying Agent endorsed hereon.
IN WITNESS WHEREOF, the City has caused this Bond to be signed in its name by signature or facsimile signature of the Mayor and the corporate seal or facsimile of the corporate seal thereof to be hereunto affixed, duly attested by the signature or facsimile signature of the City's Director of Finance or the Director of the Department of Finance and to be countersigned by the signature or facsimile signature of the City Controller.
ATTEST: CITY OF PITTSBURGH
By: By:
Acting Director of Finance Mayor
COUNTERSIGNED:
City Controller
(SEAL)
[FORM OF AUTHENTICATION CERTIFICATE]
Authentication Certificate
This Bond is one of the City of Pittsburgh, Pennsylvania, General Obligation Bonds, Series [A] [B]of 2005, described in the within-mentioned Resolution. The text of opinion appearing hereon is the text of the opinion of Klett Rooney Lieber & Schorling, a Professional Corporation, Pittsburgh, Pennsylvania, Bond Counsel, an executed counterpart of which, dated and delivered on the date of original delivery of and payment for the Bonds, is on file with the undersigned.
J. P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, as Paying Agent
By:
Authorized Signatory
Dated:
* * * * * * * * * * * * * * * * * * * * *
The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to the applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT
TEN ENT - as tenants by the entireties ____Custodian_____
JT TEN - as joint tenants with (Cust) (Minor)
right of survivorship and under Uniform Gifts to Minors
not as tenants in common Act
(State)
Additional abbreviations may also be used though not listed above.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to
Please insert Social Security or other
identifying number of assignee
Please print or typewrite nameand address
including postal zip code of transferee
the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints
Agent
to transfer the within Bond on the books kept for registration
thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be NOTICE: The signature(s) to
guaranteed by a member of an this assignment must correspond
approved Signature Guarantee with the name as written upon
Medallion Program the face of the Bond, in every
particular, without alteration
or enlargement, or any change
whatever.
[Text of the opinion of Klett Rooney Lieber & Schorling,
Pittsburgh, Pennsylvania, Bond Counsel]
[Text of bond insurance legend, if any]
[END OF BOND FORM]
SECTION 25.
Severability.
In the event any provision, section, sentence, clause or part of this Resolution is determined by a court of competent jurisdiction to be invalid and unenforceable, such determination shall not affect the validity or effect of the remaining provisions hereof.
SECTION 26. Final Enactment.
It is hereby authorized and directed pursuant to the Act that this Resolution shall become valid and effective on the fifth day after the Notice of Final Enactment has been published in a newspaper of general circulation in the City, said Notice of Final Enactment to be published no later than fifteen (15) days after the adoption of this Resolution.EXHIBIT A
(Bond Purchase Agreement)
EXHIBIT A
$194,995,000
CITY OF PITTSBURGH
GENERAL OBLIGATION BONDS
SERIES A AND B OF 2005
BOND PURCHASE AGREEMENT
April 6, 2005
City of Pittsburgh
414 Grant Street
City-County Building
Pittsburgh, Pennsylvania 15219
Ladies and Gentlemen:
The undersigned, Lehman Brothers (the "Representative"), as co-senior manager with NatCity Investments, Inc. (collectively, the "Underwriters"), offer to enter into the following agreement with you (the "City") for the issuance and sale by you and the purchase by the Underwriters of One Hundred Ninety-Four Million, Nine Hundred Ninety-Five Thousand Dollars ($194,995,000.00) aggregate principal amount of the City's General Obligation Bonds consisting of the Series A of 2005 (the "Series A Bonds"), in the aggregate principal amount of One Hundred Sixteen Million, Eight Hundred Sixty Thousand Dollars ($116,860,000.00) and the Series B of 2005 (the "Series B Bonds") in the aggregate principal amount of Seventy-Eight Million, One Hundred Thirty-Five Thousand Dollars ($78,135,000.00) (collectively, the "Bonds"), in each case dated as of the date of issue, as more particularly described in Exhibit A attached hereto. Upon your acceptance of this offer and your execution and delivery of this Agreement, this Agreement will be binding upon you and the Underwriters. This offer is made subject to your acceptance, evidenced by your execution and delivery of this Agreement to the Representative at or before 5:00 P.M., New York City time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Representative upon written notice delivered to you at any time thereafter before acceptance by you. Unless otherwise indicated, the capitalized terms used in this Agreement have the meanings assigned to them in the Preliminary Official Statement dated March 31, 2005 (the "Preliminary Official Statement") relating to the issuance of the Bonds.
SECTION 27. Purchase and Sale.
Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth in this Agreement, the Underwriters, jointly and severally, agree to purchase from you, and you agree to sell to the Underwriters when, as and if issued, all, but not less than all, of the Bonds for a total purchase price equal to the aggregate purchase price set forth in Exhibit A attached hereto (the "Purchase Price"). The Bonds will be issued pursuant to the Authorizing Resolution (hereinafter defined) and will mature on the dates and in the amounts, will bear interest at the rates and will have the yields as set forth in Exhibit A attached hereto, and will otherwise correspond to the description thereof contained in the Official Statement. The Bonds will be subject to optional redemption prior to their respective maturities.
SECTION 28. Concurrent Matters.
(a) Upon your acceptance, execution and delivery of this Agreement, you will deliver to the Representative a copy of the Official Statement marked as a final Official Statement, dated the same date as this Agreement (the "Official Statement"), duly executed by duly authorized officers of the City, which Official Statement will be substantially in the form of the Preliminary Official Statement, with only such amendments as are necessary to reflect the final pricing terms of the Bonds and as have been approved by the Representative, which approval will be conclusively evidenced by its execution and delivery of this Agreement.
(b) Your acceptance, execution and delivery of this Agreement will constitute (1) your consent and authorization to the use by the Underwriters, in connection with the public offering and sale of the Bonds, of copies of the Official Statement, including any supplements or amendments to it, and (2) your ratification of the use by the Underwriters in connection with the offering of the Bonds of the Preliminary Official Statement and the information contained in it.
(c) On this date, concurrently with your acceptance of this Agreement, you will deliver or cause to be delivered to the Underwriters a copy of the Resolution adopted by the City on April 6, 2005, (the "Authorizing Resolution"), authorizing the issuance and sale of the Bonds, certified by the Clerk of Council of the City of Pittsburgh to have been duly adopted by you and to be in full force and effect as of this date.
SECTION 29. Closings; Deliveries of Bonds.
(a) The closing on the Series A Bonds will take place at 10:00 a.m., New York City time, on May 3, 2005 (the "Series A Closing Date" or the "Series A Closing") at the offices of Klett Rooney Lieber & Schorling, a Professional Corporation, Bond Counsel, in Pittsburgh, Pennsylvania or at such other place or at such other time or on such other date as is mutually agreed upon in writing by you and the Representative (the "Closing Site"). The closing on the Series B Bonds will take place at 10:00 a.m., New York City time, on June 7, 2005, at the Closing Site (the "Series B Closing Date" or the "Series B Closing"). The Closings contemplated by this Section 4 (each a "Closing" and collectively the "Closings") shall be referred to collectively as the "Closing Dates." On the occasion of each Closing, the City will cause the Series A Bonds or the Series B Bonds, as the case may be, to be delivered to the Underwriters at the offices of The Depository Trust Company, New York, New York ("DTC"). The other documents mentioned in this Agreement will be delivered on the Closing Dates at the Closing Site. On the Closing Dates, the Representative on behalf of the Underwriters will pay the Purchase Price due on such Closing Date by wire transfer of federal funds payable to the order or account of the City at such places as the City shall designate in writing. Notwithstanding the foregoing, if the City prepares an amendment or supplement to the Official Statement pursuant to paragraph (a) of Section 6.1, a Closing may be postponed by the Underwriters to the tenth business day after the preparation of the amendment or such other time as the Representative and the City may determine. The Bonds will be delivered to or on behalf of DTC registered in the name of Cede & Co. or such other name as DTC may request at least two business days before the Closing. It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print the numbers on any Bond nor any error in the numbers or the printing will constitute cause for a failure or refusal by the Underwriters to accept delivery and pay the Purchase Price.
SECTION 30. Representations and Warranties.
(a) The City hereby makes the following representations and warranties to the Underwriters on this date and as of each of the Closing Dates:
(i) The City is a public body and an instrumentality of the Commonwealth of Pennsylvania (the "Commonwealth"), duly created and validly existing under the Constitution and laws of the Commonwealth and vested with all the rights, powers and privileges set forth in the Charter of the City (the "Charter"), which was adopted pursuant to Article IX, Section 2 of the Constitution of the Commonwealth and the Home Rule Charter and Optional Plans Law as codified at 53 PA.C.S.A. ยง 2901 et seq. (the "Enabling Act").
(ii) The City has all necessary power and authority, has duly authorized by all appropriate action, and complied with all provisions of law enable it to (i) execute and deliver this Agreement and the Escrow Agreement, (ii) adopt the Authorizing Resolution, (iii) approve and authorize the distribution of the Preliminary Official Statement and the Official Statement in connection with the offering and the sale of the Bonds, (iv) issue the Bonds in the manner contemplated by the Official Statement and the Authorizing Resolution and (v) otherwise carry out and consummate all of the actions contemplated by this Agreement, the Authorizing Resolution, the Escrow Agreement and the Official Statement to be consummated by the City.
(iii) The City has duly (i) adopted the Authorizing Resolution at a duly convened meeting of the Council of the City of Pittsburgh with respect to which all required notices were duly given to all members of the said Council and at which meeting a quorum was at all necessary times present and acting, (ii) approved and authorized the distribution of the Preliminary Official Statement, and (iii) authorized the execution and delivery of this Agreement, the Escrow Agreement and the Official Statement and the issuance, sale and delivery of the Bonds, and will take all other action necessary or appropriate to carry out the issuance, sale and delivery of the Bonds to the Underwriters.
(iv) No further consent, approval, authorization or order of any governmental or regulatory authority is required to be obtained by the City as a condition precedent to the issuance of the Bonds, the adoption of the Authorizing Resolution by the City, the execution and delivery by the City of this Agreement, the Escrow Agreement or the Official Statement or the consummation by the City of the actions contemplated hereby or thereby; provided, however, no representation or warranty is expressed as to any action required under federal or state securities or Blue Sky laws in connection with the purchase or distribution of the Bonds by the Underwriters.
(v) When delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, the Bonds will be duly authorized, executed, issued, and delivered and will constitute legal, valid and binding general obligations of the City, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws and usual equity principles, and will be entitled to the benefit and security of the Authorizing Resolution in accordance with its terms.
(vi) The execution and delivery by the City of this Agreement, the Escrow Agreement and the Official Statement, the issuance and sale of the Bonds as contemplated herein, and the consummation by the City of the transactions contemplated hereby and thereby, are within the powers of the City and will not conflict with, or constitute a breach, or result in a violation of (A) any resolution of the City, (B) any federal or Pennsylvania constitutional or statutory provision, (C) any agreement or other instrument to which the City is a party or by which it is bound, or (D) any order, rule, regulation, decree, resolution or ordinance of any court, government or governmental authority having jurisdiction over the City, its property, or its borrowing powers.
(vii) The information in the Official Statement (except for information relating to yields on the Bonds and the information contained under the captions "DESCRIPTION OF THE BONDS - Book-Entry Only System," "TAX MATTERS," "UNDERWRITING," and "LEGALITY FOR INVESTMENT" and except for the stabilization language on the inside front cover thereof as to which no representation or warranty is made) is as of its date, and will be as of each Closing Date, true and correct in all material respects and does not, as of its date and will not as of either Closing Date, contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.
(viii) Except as described in the Preliminary Official Statement, there is no litigation at law or in equity or any proceeding before any governmental agency pending or, to the knowledge of the City, threatened with respect to (A) the existence of the City, (B) its authority under the Charter or the Enabling Act or otherwise to execute and deliver the Official Statement, this Agreement, the Escrow Agreement or the Bonds, (C) the validity or enforceability of any such instruments, including the Authorizing Resolution, or the transactions contemplated by it, (D) the title of the officers who executed or will execute such instruments, (E) any authority or proceedings relating to the execution and delivery of any such instruments by the City, (F) the completeness or accuracy of the Official Statement or (G) the exclusion from gross income for federal income tax purposes and the exemption from taxation for Commonwealth income tax purposes of interest on the Bonds, and the City is not subject to any judgment, decree or order entered in any lawsuit or proceeding brought against the City that may be reasonably expected to have such an effect.
(ix) The audited financial statements of the City contained in Appendix A to the Official Statement fairly present the City's financial condition as of the dates indicated and such financial information has been presented in conformity with generally accepted accounting principles consistently applied to the periods indicated except as stated in the notes thereto and there has been no material adverse change in the financial condition of the City since that time.
(x) The City is not in default in the payment of principal of, premium, if any, or interest on any obligation or indebtedness, and, except as described in the Official Statement, the City has not entered into any contract or arrangement that might give rise to any lien or encumbrance on the revenues or other assets, properties, funds, obligations or interests pledged by the City pursuant to the Authorizing Resolution. No event has occurred or is continuing under the provisions of any document or instrument to which the City is a party that, with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder, which event of default would affect materially and adversely the transactions contemplated by this Agreement.
(xi) The City is not in violation of the Charter or the Enabling Act or any existing law, rule or regulation applicable to it and is not in default in any material respect under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which the City is a party or by which it is bound or to which any of its assets are subject, which default would affect materially and adversely the execution and delivery by the City of this Agreement or the transactions contemplated by it.
(xii) The Authorizing Resolution is in full force and effect and has not been amended, supplemented or otherwise modified except as indicated in the Official Statement.
(xiii) The Preliminary Official Statement heretofore delivered to the Representative was deemed final by the City as of its date, except for the omission of such information permitted to be omitted by Rule 15c2-12 of the Securities and Exchange Commission (the "SEC").
(b) The Underwriters represent and warrant that they will make a bona fide public offering of the Bonds, that the Bonds will only be offered pursuant to the Official Statement and only in states where the offer is legal and that a copy of the Official Statement will be delivered to each purchaser of the Bonds. The Underwriters further represent and warrant that they will file a copy of the final Official Statement with a nationally recognized securities information repository registered with the SEC upon receipt thereof to shorten the length of the underwriting period as provided in the Rule. The Underwriters represent and warrant, in connection with the initial public sale of the Bonds, to deliver, or cause the delivery of, a copy of the Official Statement to each of their respective customers no later than the date of settlement of the transaction with such customer.
(c) Each of the representations and warranties set forth in this Section will survive each of the Closings.
(d) Any certificate signed by any of the City's officials and delivered to the Underwriters in connection with the delivery of the Bonds on each of the Series A Closing Date and the Series B Closing Date will be deemed to be a representation and warranty by the City to the Underwriters as to the statements made in this Agreement, and any certificate signed by the Underwriters and delivered to the City in connection with the delivery of the Bonds will be deemed to be a representation and warranty by the Representative on behalf of the Underwriters to the City as to the statements made in this Agreement.
SECTION 31. Covenants.
(a) The City hereby covenants with the Underwriters that:
(i) From each Closing Date until twenty-five (25) days after the end of the underwriting periods (as defined below), the City agrees to notify the Underwriters of any event of which it has actual knowledge which affects the City and which, in the judgment of the City after reasonable inquiry, might affect the correctness or completeness of any statement of a material fact contained in the Official Statement as it relates to the City. If, as a result of such event or any other event, it is necessary in the reasonable opinion of the Underwriters, to amend or supplement the Official Statement to make the statements in it, in light of the circumstances under which they were made, not misleading and the Underwriters have so advised the City, the City agrees that it will promptly prepare and furnish to the Underwriters a reasonable number of copies of an amendment of or a supplement to the Official Statement that will amend or supplement the Official Statement in a form and manner as is reasonably acceptable to the Underwriters. For purposes of this Agreement, the term "end of the underwriting period" shall be the later of the Closing on either the Series A Closing Date or the Series B Closing Date or, if on or before a Closing, the Underwriters advise the City in writing that any Bonds remain for sale to the public, when the Underwriters no longer retain any Bonds for sale to the public. The Underwriters will use their best efforts to end the underwriting period as soon as possible, and if the end of underwriting periods extends beyond a Closing Date, the Underwriters will give the City written notice of the date on which the end of such underwriting period occurs. The cost of the preparation, printing and distribution of any such supplement or amendment will be borne by the City if the City receives notice on or prior to a Closing: otherwise the cost shall be borne by the Underwriters.
(ii) If between the date hereof and the date of either of the Closings any event occurs which 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, in light of the circumstances under which they were made or omitted, not misleading, the City will notify the Representative of this event and if in the opinion of the City or the Representative this event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will furnish such information as may be necessary to correct this misstatement or omission and will cooperate to cause the Official Statement to be amended or supplemented in a form reasonably satisfactory to the Representative and approved by the City. All costs associated with any such supplements or amendments will be paid by the City.
(iii) Between the date hereof and the later of the Series A Closing Date and the Series B Closing Date, the City will not, without the prior written consent of the Representative, 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, or additionally pledge or otherwise encumber, the revenues or other assets, properties, funds, obligations or interests pledged by the City pursuant to the Authorizing Resolution.
(iv) The City shall make the Series A Bonds or the Series B Bonds available to the Representative at DTC for examination not less than 24 hours prior to the Closing Date for the issuance of that series of the Bonds.
(v) The City shall furnish such information and execute such instruments and take such action in cooperation with the Representative as it may reasonably request (1) to (A) qualify the Bonds 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 Representative may designate and (B) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (2) to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however that the City will not be required to qualify as a "foreign corporation" or to file any general consents to service of process under the laws of any state or to comply with any other requirements deemed by the City to be unduly burdensome. The City consents to the use of the Preliminary Official Statement and Official Statement in connection with the foregoing.
(vi) The City will make available to the Representative such reasonable quantities of the final Official Statement available to the Underwriters within 7 business days of the date hereof and in time to accompany any confirmation sent by any Underwriter to any customer requesting payment for any Bonds, and in sufficient quantities as the Underwriters may request to enable them to comply with Rule l5c2-12 (the "Rule") and the rules of the Municipal Securities Rulemaking Board (the "MSRB").
(vii) The City will advise the Representative immediately of receipt by the City of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose.
(viii) The City will not before either of the Closings amend, terminate or rescind the Authorizing Resolution without the prior written consent of the Representative.
(ix) The City will (1) take all action necessary, including execution of a letter of representation to DTC, if necessary, to qualify the Bonds for book-entry registration and delivery through DTC, and (2) deliver authenticated Bonds to or on behalf of DTC at the times and place provided in Section 4 of this Agreement.
(x) The City will not take or omit to take any action which, under existing law, adversely affects the exemption from federal or Commonwealth of Pennsylvania income taxation of the interest on the Bonds.
(xi) The City will apply the proceeds from the issuance and sale of the Bonds as described in the Official Statement.
(xii) In order to permit compliance by the Underwriters with the Rule, the City has agreed in the Authorizing Resolution to assume a continuing disclosure undertaking while the Bonds are outstanding: (1) not later than ten (10) months after the end of each Fiscal Year, certain financial statements and operating data, generally of the type and scope contained in the Official Statement, (2) timely notice of the failure of the City to provide the required financial information and operating data, and (3) timely notice of the occurrence of certain material events with respect to the Bonds, all in accordance with the Rule. Such annual financial information and material event notices shall be provided to each nationally recognized municipal securities information depository, and the appropriate state information depository, if any is hereafter created, or the MSRB, as required under the Rule. This covenant shall survive issuance and delivery of the Bonds.
(xiii) The City shall use its best efforts to deliver to the Representative a substantially final form of the Verification Report (hereinafter defined) not later than five days before each Closing Date and a reasonably final form of the Escrow Deposit Agreement not later than 2 business days before the Series A Closing Date.
(b) The Underwriters hereby covenant with the City that the Underwriters will make a bona fide public offering of the Bonds at the initial offering yields set forth on the inside cover page of the Official Statement; provided, however, the Underwriters may change the offering prices of the Bonds and may offer the Bonds to certain dealers at prices that are higher than the initial public offering prices.
SECTION 32. Conditions of Closing.
The Representative has entered into this Agreement on behalf of itself and the other Underwriters in reliance upon the representations, warranties, covenants and agreements of the City contained herein and in reliance on the documents and instruments to be delivered at the Closings and on the performance by the City of its obligations hereunder, both as of the date hereof and as of each of the Closing Dates. In addition, the obligation of the Underwriters to consummate the transactions contemplated in this Agreement at the Closings is conditioned upon the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or before each Closing, and is subject to the satisfaction (unless waived in writing) of the following conditions which follow.
A. On the Series A Closing Date, the following conditions shall be satisfied:
(i) An approving opinion of Klett Rooney Lieber & Schorling, a Professional Corporation, Bond Counsel, dated the Series A Closing Date, in substantially the form attached to the Official Statement as Appendix D thereto.
(ii) An opinion of the City Solicitor of the City, dated the Series A Closing Date and addressed to the Representative on behalf of the Underwriters and to Bond Counsel in form and substance reasonably acceptable to the Representative on behalf of the Underwriters and to Bond Counsel.
(iii) An opinion of Grogan Graffam, P.C., Disclosure Counsel, dated the Series A Closing Date and addressed to the Representative on behalf of the Underwriters and to Bond Counsel in form and substance reasonably acceptable to the Representative on behalf of the Underwriters and to Bond Counsel.
(iv) An opinion of Kirkpatrick & Lockhart Nicholson Graham LLP, counsel to the Underwriters, dated the Series A Closing Date and addressed to the Representative on behalf of the Underwriters in substantially the form attached hereto as Exhibit B.
(v) A General Certificate of the City dated the Series A Closing Date, signed by such authorized officers as may be necessary or appropriate in form and substance reasonably acceptable to the Representative on behalf of the Underwriters and to Bond Counsel.
(vi) Evidence that Standard & Poor's, Moody's Investors Service and Fitch Ratings have rated the Bonds "AAA", "Aaa" and "AAA", respectively, which ratings will remain in effect through the Series A Closing Date.
(vii) Certified copies of the Authorizing Resolution.
(viii) A copy of Internal Revenue Service Form 8038-G, duly executed by the City.
(ix) A letter in form and substance satisfactory to the Representative of Grant Thornton LLP, (the "Verification Agent"), dated no later than the Series A Closing Date and addressed to the City, the Underwriters, and Bond Counsel (the "Verification Report") verifying the accuracy of (i) the mathematical computations of the adequacy of the maturing principal of, premium, if any, and interest earned on the obligations to be held pursuant to the Escrow Agreement together with cash deposited thereunder, if any, to provide for the payment of the principal of and interest and any premium on the Refunded Bonds to be refunded with the Series A Bonds (the "Series A Refunded Bonds") when due, and (ii) the mathematical computations of the yield for federal tax purposes on the Escrow Fund (as adjusted for transferred proceeds calculations, if any) and on the Bonds.
(x) The Underwriters shall not have discovered any material error, misstatement or omission in the representations and warranties made by the City in this Agreement, which representations and warranties will be deemed to have been made again at and as of the time of each of the Closings and will the be true in all material respects.
(xi) The Authorizing Resolution, the Charter, and the Enabling Act shall be in full force and effect and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except as may have been agreed or consented to by the Representative.
(xii) All official action of the City relating to this Agreement and the Bonds shall be in full force and effect and shall not have been amended, modified or supplemented except as otherwise agreed to by the Underwriters.
(xiii) There shall not have occurred any material adverse change or any development involving a prospective change, in the condition, financial or otherwise, of the City from that set forth in the Official Statement that in the reasonable judgment of the Representative adversely affects the market price or marketability of the Bonds on the terms and in the manner contemplated in the Official Statement.
(xiv) The Representative shall have received the Official Statement, and each supplement or amendment, if any, to it, executed on behalf of the City by its Controller and Acting Director of Finance.
(xv) The Underwriters and Bond Counsel shall have received a certificate of the City's Director of Finance and Budget or the Director of the Department of Finance, setting forth facts, estimates and circumstances (including covenants of the City) in existence on the Closing Date in form satisfactory to Bond Counsel sufficient to support the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and applicable rules and regulations.
(xvi) The Underwriters shall have received a receipt from the City for payment for the Series A Bonds.
(xvii) A Continuing Disclosure Agreement in a form reasonably acceptable to the Representative on behalf of the Underwriters shall have been executed and delivered.
(xviii) The Escrow Agreement(s) shall be in form and substance reasonably satisfactory to the Representative and shall have been fully executed and delivered to the Escrow Agent.
(s) Irrevocable instructions from the City to J. P. Morgan Trust Company, National Association, as paying agent for the Refunded Bonds (the "Refunded Bonds Paying Agent") to call the Series A Refunded Bonds for redemption on a date set forth in such instructions (the "Series A Redemption Date"), at a redemption price equal to 100% of the outstanding principal amount of the Series A Refunded Bonds plus accrued interest to the Series A Redemption Date.
(t) The Representative and Bond Counsel shall have received such additional legal opinions, certificates and other evidence as the Underwriters or Bond Counsel reasonably deem necessary to evidence the truth and accuracy as of the Series A Closing Date of the City's representations and warranties contained in this Agreement and the Official Statement and the due performance and satisfaction by the City at or before the time of any agreements then to be performed and all conditions then to be satisfied by the City.
B. On the Series B Closing Date, the following conditions shall be satisfied:
(a) An approving opinion of Klett Rooney Lieber & Schorling, a Professional Corporation, Bond Counsel, dated the Series B Closing Date, in substantially the form attached to the Official Statement as Appendix D thereto.
(b) An opinion of the City Solicitor of the City, dated the Series B Closing Date and addressed to the Representative on behalf of the Underwriters and to Bond Counsel in form and substance reasonably acceptable to the Representative on behalf of the Underwriters and to Bond Counsel.
(c) An opinion of Grogan Graffam, P.C., Disclosure Counsel, dated the Series B Closing Date and addressed to the Representative on behalf of the Underwriters and to Bond Counsel in form and substance reasonably acceptable to the Representative on behalf of the Underwriters and to Bond Counsel.
(d) An opinion of Kirkpatrick & Lockhart Nicholson Graham LLP, counsel to the Underwriters, dated the Series B Closing Date and addressed to the Representative on behalf of the Underwriters in substantially the form attached hereto as Exhibit B.
(e) A General Certificate of the City dated Series B Closing Date, signed by such authorized officers as may be necessary or appropriate in form and substance reasonably acceptable to the Representative on behalf of the Underwriters and to Bond Counsel.
(f) Evidence that Standard & Poor's, Moody's Investors Service and Fitch Ratings have rated the Series B Bonds "AAA," "Aaa," and "AAA", respectively, which ratings will remain in effect through the Series B Closing Date.
(g) Certified copies of the Authorizing Resolution.
(h) A letter in form and substance satisfactory to the Representative from the Verification Agent dated no later than the Series B Closing Date and addressed to the City and the underwriters ("the Verification Report') verifying the accuracy of (i) the mathematical computations of the adequacy of the maturing principal of premium, if any, and interest earned on the obligations to be held pursuant to the Escrow Agreement together with cash deposited thereunder, if any, to provide for the payment of the principal of and interest on the Refunded Bonds to be refunded with the Series B Bonds (the "Series B Refunded Bonds") when due, and (ii) the mathematical computations of the yield for federal tax purposes on the Escrow Fund (as adjusted for transferred proceeds calculations, if any) and on the Bonds.
(i) A copy of Internal Revenue Service Form 8038-G, duly executed by the City.
(j) The conditions precedent set forth in Subsections 6.A.(j), (k), (l), (m), and (n) of this Agreement shall be satisfied.
(k) The Underwriters and Bond Counsel shall have received a certificate of the City's Director of Finance and Budget, setting forth facts, estimates and circumstances (including covenants of the City) in existence on the Series B Closing Date in form satisfactory to Bond Counsel sufficient to support the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and applicable rules and regulations.
(l) The Underwriters shall have received a receipt from the City for payment for the Series B Bonds.
(m) A Continuing Disclosure Agreement in a form reasonably acceptable to the Representative on behalf of the Underwriters shall have been executed and delivered.
(n) The Escrow Agreement(s) shall continue to be in full force and effect.
(o) Irrevocable Instructions from the City to the Refunded Bonds Paying Agent to call the Series B Refunded Bonds for redemption on a date set forth in such instructions (the "Series B Redemption Date"), at a redemption price equal to 100% of the outstanding principal amount of the Series B Refunded Bonds plus accrued interest to the Series B Redemption Date.
(p) All official action of the City relating to this Agreement and the Series B Bonds shall be in full force and effect and shall not have been amended, modified or supplemented except as otherwise agreed to by the Underwriters.
(q) There shall not have occurred any material adverse change or any development involving a prospective change, in the condition, financial or otherwise, of the City from that set forth in the Official Statement that in the reasonable judgment of the Representative adversely affects the market price or marketability of the Bonds on the terms and in the manner contemplated in the Official Statement.
(r) The Representative and Bond Counsel shall have received such additional legal opinions, certificates and other evidence as the Underwriters or Bond Counsel reasonably deem necessary to evidence the truth and accuracy as of the Series B Closing Date of the City's representations and warranties contained in this Agreement and the Official Statement and the due performance and satisfaction by the City at or before the time of any agreements then to be performed and all conditions then to be satisfied by the City.
SECTION 33. Actions and Events at the Closings.
At the Closings, (1) the City: (A) will deliver the Bonds to or on behalf of DTC duly executed by the City in accordance with Section 4; and (B) will deliver to the Underwriters at the Closing Site the items described in Section 6; and (C) will deliver to the Escrow Agent in immediately available funds the amount required to be deposited into the Escrow Fund pursuant to the Escrow Agreement, and (2) the Representative will deliver to the City on behalf of the Underwriters the Purchase Price in the amount set forth in Exhibit A.
SECTION 34. Termination of Agreement.
The Underwriters have the right to terminate their obligations under this Agreement, without liability, by notifying the City at any time after the date of this Agreement and before a Closing if:
(i) (1) Legislation (including any amendment) has been introduced in or adopted by either House of the Congress of the United States or favorably reported for passage to either House of the Congress by any Committee of such House or recommended to the Congress for passage by the President of the United States, or (2) a decision has been rendered by a court of the United States or by the United States Tax Court, or (3) an order, official statement, ruling or regulation (final, temporary or proposed) has been made by or on behalf of the Treasury Department of the United States or the Internal Revenue Service or any other agency of the United States, or (4) a release or official statement has been issued by the President of the United States or by the Treasury Department of the United States or by the Internal Revenue Service, the effect of which, in any such case described in clauses (1), (2), (3), or (4) above, would be to impose, directly or indirectly, federal income taxation upon interest received on obligations of the general character of the Bonds or upon income of the general character to be derived by the City, other than as imposed on the Bonds and income from them under the federal tax laws in effect on the date of this Agreement, in such a manner as in the reasonable judgment of the Representative would materially and adversely affect the marketability or the market price of the Bonds;
(ii) (1) The Constitution of the Commonwealth of Pennsylvania is amended or an amendment is proposed, or (2) legislation is enacted, or (3) a judicial decision has been rendered as to matters of Pennsylvania law, or (4) any order, ruling or regulation has been issued or proposed by or on behalf of the Commonwealth by any of its officials, agencies or departments affecting the tax status of the City, its property or income, its notes or bonds (including the Bonds) or the interest on them, which, in the reasonable judgment of the Representative, would materially and adversely affect the marketability or the market price of the Bonds;
(iii) Any event has occurred or exists that, in the Representative's reasonable judgment, requires or has required an amendment of or supplement to the Official Statement under the terms of this Agreement which has not been completed to the Representative's reasonable satisfaction;
(iv) There has occurred any outbreak or material escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis, the effect of which, in the reasonable judgment of the Representative, would be to materially and adversely affect the marketability or the market price of the Bonds;
(v) (1) A general suspension of trading on the New York Stock Exchange has occurred and is in force, or minimum or maximum prices for trading have been fixed and are in force, or maximum ranges for prices for securities have been required and are in force on the New York Exchange, whether by virtue of a determination by such Exchange or by order of the Securities and Exchange Commission or any other governmental authority, or (2) a suspension of trading has occurred and is in force by order of the Securities and Exchange Commission, and which in either case, in the reasonable judgment of the Representative, would materially and adversely affect the marketability or market price of the Bonds;
(vi) A general banking moratorium has been declared by either federal, State of New York or Commonwealth authorities and is in force;
(vii) Legislation has been enacted by the federal government or the Commonwealth, a decision of any federal or Commonwealth court has been made, or a ruling or regulation (proposed, temporary or final) of the Securities and Exchange Commission or other governmental agency has been made or issued that, in the reasonable opinion of the Underwriters has the effect of requiring the contemplated offering of the Bonds or of any agreement to be registered under the Securities Act of 1933, as amended, or the Authorizing Resolutions to be registered under the Trust Indenture Act of 1939, as amended.
(viii) The purchase of, and payment for, the Bonds by the Underwriters or the sale of the Bonds to the Underwriters or their resale or reoffering by the Underwriters on the terms and conditions provided in this Agreement is prohibited by any applicable law, governmental authority, board, agency or commission;
(ix) The "blue sky" or securities commission of any State in the United States has withheld registration, exemption, or clearance of the offering of the Bonds because of a change in, or interpretation of, law after the date of this Agreement, the effect of which in the reasonable judgment of the Representative, would be to materially and adversely affect the marketability or market price of the Bonds, or the ability of the Underwriters to enforce contracts for the sale of the Bonds;
(x) Material restrictions not in force on the date of this Agreement have been imposed on trading in securities generally or by a governmental authority or the National Association of Securities Dealers;
(xi) Any amendment of or supplement to the Official Statement is distributed (whether or not such amendment or supplement was approved by the Representative prior to its distribution) that, in the reasonable opinion of the Representative, has a material and adverse effect upon the ability of the Underwriters to sell the Bonds at the contemplated offering prices; or
(xii) The ratings on any of the Bonds shall have been downgraded or withdrawn by Standard & Poor's, Moody's Investors Service or Fitch Ratings the effect of which, in the opinion of the Representative, has a material and adverse effect upon the ability of the Underwriters to sell the Bonds at the contemplated offering prices.
SECTION 35. Expenses.
(i) Except as otherwise set forth in (b), the Underwriters are under no obligation to pay, and the City will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including, but not limited to (1) the cost of the printing or other reproduction (for distribution before, on, or after the date of this Agreement) of the Preliminary Official Statement and the Official Statement, in reasonable quantities for distribution, (2) charges made by rating agencies for the rating of the Bonds, (3) the cost of preparing this Agreement, the Escrow Agreement, the Verification Report and the definitive Bonds, (4) the fees and disbursements of Bond Counsel, Disclosure Counsel, Underwriters' Counsel, and any other experts, advisors or consultants retained by the City, including the Escrow Agent and the Verification Agent, (5) the costs of paying all agents, transfer agents and bond registrars, and (6) the fees and expenses, including travel expenses, incurred by the City in connection with the issuance, sale and delivery of the Bonds.
(ii) The Underwriters will pay (1) the cost of qualifying the Bonds for sale under the Blue Sky laws of the various states chosen by the Representative, and (2) all other expenses incurred by the Underwriters in connection with their offering and distribution of the Bonds, including the cost of printing any Blue Sky Survey or Legal Investment Survey to be used in connection with such sale.
(iii) In the event that either the City or the Representative have paid obligations of the other as set forth in this Section, appropriate adjustments will promptly be made.
SECTION 36. Miscellaneous.
(i) All notices, demands and formal actions under this Agreement will be in writing and mailed, telecopied or delivered to the following address or such other address as either of the parties shall specify;
(i) If to the Underwriters:
c/o Lehman Brothers
399 Park Avenue, 16th Floor
New York, New York 10022
Attention: Robert Heffernan
(ii) If to the City:
City of Pittsburgh
414 Grant Street
City-County Building
Pittsburgh, Pennsylvania 15219
Attention: Director of Finance and Budget
With a copy to:
Klett Rooney Lieber & Schorling, a Professional Corporation
One Oxford Centre
301 Grant Street, 40th Floor
Pittsburgh, Pennsylvania 15219
Attention: Michael M. Lyons, Esq.
(ii) This Agreement will inure to the benefit of and be binding upon its parties and their successors and assigns and does not confer any rights upon any other person. The terms "successors" and "assigns" do not include any purchaser of any of the Bonds from the Underwriters merely because of such purchase.
(iii) This Agreement may not be assigned by the City or the Underwriters.
(iv) If any provision of this Agreement is held or deemed to be or is, in fact, inoperative, invalid or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, this will not have the effect of rendering the provision in question inoperable or unenforceable in any other case or circumstances or of rendering any other provision of this Agreement valid, inoperative or unenforceable to any extent whatsoever.
(v) This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
(vi) This Agreement may be executed in several counterparts, each of which will be regarded as an original and all of which will constitute one and the same document.
(vii) Any authority, right, discretion or other power conferred upon the Underwriters or the Representative under any provision of this Agreement may be exercised jointly by them or by the Representative on behalf of all the Underwriters, and the City will be entitled to rely upon any request, notice or statement if it is given or made by the Underwriters jointly or by the Representative on behalf of all of the Underwriters.
Very truly yours,
LEHMAN BROTHERS
on behalf of itself and NatCity Investments, Inc.
By: ___________________________________
James Query
Senior Vice President
By our acceptance of this Agreement, given this date, we agree to be bound by the provisions of this Agreement that relate to us.
CITY OF PITTSBURGH
By: ___________________________________
Thomas J. Murphy
Mayor
SCHEDULE 1
LIST OF UNDERWRITERS
Lehman Brothers
NatCity Investments, Inc.
EXHIBIT A
BOND PRICING
City of Pittsburgh
General Obligation Bonds, Series A & B of 2005
Combined Advance Refunding and Forward Refunding
Maturity Bond Component Date |
Amount |
Rate |
Yield |
Price |
Yield to Maturity |
Premium (-Discount) |
Advance Refunding, 05/10/2005: |
|
|
|
|
|
|
09/01/2008 |
3,470,000 |
5.000% |
3.220% |
105.539 |
|
192,203.30 |
09/01/2009 |
5,015,000 |
5.000% |
3390% |
106398 |
|
320,859.70 |
09/01/2010 |
35,635,000 |
5,000% |
3.540% |
107.004 |
|
2,495,875.40 |
09/01/2011 |
37,385,000 |
5.000% |
3.690% |
107.307 |
|
2,731,721.95 |
09/01/2012 |
6,415,000 |
5.000% |
3.840% |
107325 |
|
469,898.75 |
09/01/2013 |
4,255,000 |
5.000% |
3.940% |
107.443 |
|
316,699.65 |
09/01/2014 |
4,465,000 |
5.000% |
4.040% |
107380 |
|
329,517.00 |
09/01/2015 |
4,690,000 |
5.000% |
4.140% |
107.150 |
|
335,335.00 |
09/01/2016 |
4,930,000 |
5.000% |
4.210% |
106.545 C |
4.264% |
322,668.50 |
09/01/2017 |
5,170,000 |
5.000% |
4.240% |
106.287 C |
4.335% |
325,037.90 |
09/01/2018 |
5,430,000 |
5.000% |
4180% |
105.944 C |
4.404%cell322,759.20 |
|
1Presenter Presented by Mr. Shields AS AMENDED BY SUBSTITUTE Title Resolution: (a) authorizing and directing issuance of two separate series of General Obligation Bonds (collectively, the "Bonds") pursuant to the Act of the General Assembly of the Commonwealth of Pennsylvania known as the Local Government Unit Debt Act: (i) Series A of 2005 (the "Series A Bonds"), in the aggregate principal amount of One Hundred Sixteen Million Eight Hundred Sixty Thousand Dollars ($116,860,000). Body with the proceeds to provide funds (1) to advance refund a portion of the City's outstanding General Obligation Bonds, Series A of 1995 and Series A, B and C of 1997, and (2) for the costs and expenses of issuing the Series A Bonds, and (ii) Series B of 2005 (the "Series B Bonds"), in the aggregate principal amount of Seventy Eight Million One Hundred Thirty Five Thousand Dollars ($78,135,000), with the proceeds to provide funds (1) to currently refund a portion of the City's outstanding General Obligation Bonds, Series B of 1995 and Series D of 1998 and (2) for the costs and expenses of issuing the Series B Bonds; (b) finding a private sale of the Bonds by negotiation to be in the best financial interests of the City; (c) approving the Bond Purchase Agreement; (d) providing that the Bonds shall be general obligations and shall constitute nonelectoral debt of the City; (e) fixing the substantial form, denomination, number, date, maturity dates, interest rates, interest payment dates, and registration provisions of the Bonds and place of payment of principal of and interest on the Bonds; (f) authorizing execution of the Bonds and authentication thereof; (g) authorizing the execution of an escrow agreement for the refunded bonds and appointing the escrow agent; (h) providing covenants related to payment of debt service on the Bonds and continuing disclosure; (i) creating a sinking fund; (j) appointing a paying agent, registrar, transfer agent, sinking fund depository and bond counsel and disclosure counsel; (k) authorizing the purchase of bond insurance; (1) approving the preliminary official statement and the official statement; (m) authorizing and directing specified officers of the City to do, to take and to perform certain specified, required, necessary or appropriate acts and things with respect to the Bonds; (n) ratifying prior advertisement and directing further advertisement of this Resolution; (o) authorizing payment of costs and expenses; and (p) repealing all ordinances and resolutions or parts thereof insofar as the same shall be inconsistent herewith. WHEREAS, the City of Pittsburgh, Pennsylvania (the "City") has determined to undertake projects consisting of (a) the advance refunding of a portion of the City's outstanding General Obligation Bonds, Series A of 1995 and Series A, B and C of 1997, (b) the current refunding of a portion of the City's outstanding General Obligation Bonds, Series B of 1995 and Series D of 1998, and (c) providing funds for the costs and expenses of preparing, issuing and marketing the Bonds (collectively, the "Projects"); and WHEREAS, the City deems it in the best financial interest of the City to finance the Projects through the incurrence of nonelectoral debt in accordance with the terms of this Resolution and the Local Government Unit Debt Act, as codified by the Act of December 19, 1996, P.L. 1158, No. 177, 53 Pa. C.S. ยง8001 et seq., as amended (the "Act"), by issuing two separate series of general obligation bonds, to be known as "City of Pittsburgh General Obligation Bonds, Series A of 2005" (the "Series A Bonds") and "City of Pittsburgh General Obligation Bonds, Series B of 2005" (the "Series B Bonds") (collectively, the "Bonds"); and WHEREAS, the City Council has determined to approve the Bond Purchase Agreement negotiated with Lehman Brothers Inc. and NatCity Investments, Inc. (the "Purchasers"), to sell the Bonds to the Purchasers, to authorize issuance of the Bonds, and to take appropriate action and to authorize proper things in connection with the issuance of the Bonds, all in accordance with and pursuant to the provisions of the Act. Be it resolved by the Council of the City of Pittsburgh as follows: SECTION 1. The Projects. (a) The Refunding Projects. Approximately $123,535,389 of the proceeds of the Series A Bonds will be used to advance refund a portion of the City's General Obligation Bonds, Series A of 1995 and a portion of the City's General Obligation Bonds, Series A, B and C of 1997 (the "Series A Refunded Bonds") as set forth in Schedule A hereto (the "Series A Refunding Project"). Approximately $81,196,076 of the proceeds of the Series B Bonds will be used to currently refund a portion of the City's General Obligation Bonds, Series B of 1995, and a portion of the City's General Obligation Bonds, Series D of 1998 (the "Series B Refunded Bonds," and together with the Series A Refunded Bonds, the "Refunded Bonds") as set forth in Schedule A hereto (the "Series B Refunding Project," and together with the Series A Refunding Project, the "Refunding Projects"). The City hereby determines that the Refunding Projects are in the best financial interest of the City and are in accord with the purposes set forth in Pa. C.S. ยง8241(b) in that the refunding results in the reduction of total debt service over the life of the Refunded Bonds, as shown in Schedule A. The useful life of the capital projects financed or refinanced by each series of the Refunded Bonds expires no earlier than the final maturity date of the Bonds assigned to the refunding of that series. (b) Escrow Agreement and Escrow Agent. The City simultaneously with the delivery of the Series A Bonds to the Purchasers, shall enter into one or more Escrow Agreements with J.P. Morgan Trust Company, National Association (successor to Chase Manhattan Trust Company, National Association), Pittsburgh, Pennsylvania, as escrow agent (the "Escrow Agent"), establishing funds (the "Escrow Funds") to be held in trust for the benefit of the owners of the Refunded Bonds identified in the Escrow Agreements, into which shall be deposited that portion of the proceeds of the Bonds necessary to effect the refunding of the Refunded Bonds. It is the intent of the City that simultaneously with the delivery of the Series A Bonds the nonelectoral debt evidenced by the Series A Refunded Bonds, and simultaneously with the delivery of the Series B Bonds the nonelectoral debt evidenced by the Series B Refunded Bonds, shall no longer be deemed to be outstanding for the purpose of determining the net debt of the City in accordance with 53 Pa. C.S. ยง8250(b). The Escrow Agreements shall be of the form and with the content satisfactory to the City Solicitor and the officers of the City executing and delivering the same, the approval thereof to be conclusively evidenced by the execution thereof and appropriate to give effect to then known facts, figures and circumstances at the time of execution and delivery thereof. The proper officers of the City are authorized and directed to execute, to attest and to seal, as appropriate, and to deliver the Escrow Agreements, simultaneously with the delivery of the Series A Bonds. (c) Payment and Redemption of the Refunded Bonds. The City hereby irrevocably calls for the redemption of the Refunded Bonds pursuant to the terms of the Escrow Agreements and directs the Escrow Agent, as paying agent for the Refunded Bonds, to timely send all required notices of redemption. The City covenants that the Series A Bonds will not be delivered to the Purchasers unless and until the City, concurrent with such delivery, shall have taken or shall take, as appropriate, all action as shall be necessary or appropriate to implement provisions for the retirement of the Refunded Bonds. The intent and purpose of the foregoing is to ensure that the City will take such action and will do such things, prior to or concurrent with delivery of the Series A Bonds to the Purchasers, as shall be necessary or appropriate to implement and effectuate provisions for the aforesaid retirement of the Refunded Bonds, so that simultaneously with delivery of the Bonds to the Purchasers, for all purposes of the Act, the Refunded Bonds and the outstanding debt evidenced thereby no longer shall be considered to be outstanding and the City shall be deemed to have made appropriate provisions for the retirement of the outstanding debt which is evidenced by the Refunded Bonds. (d) Purchase of Escrow Investments. The City hereby authorizes and directs the appropriate officials of the Escrow Agent, on behalf of and as agent for the City, to subscribe for, purchase, or enter into those securities, time deposits, certificates of deposit or other investments issued by, or entered into with, the federal government or the Commonwealth of Pennsylvania (the "Commonwealth") or a bank or bank and trust company as shall fulfill the requirements of 53 Pa. C.S. ยง8250(b) and shall be specified in the Escrow Agreements and in the closing receipt and other settlement sheets executed in connection with the delivery of the Bonds at closing, as necessary to effectuate the refunding of the Refunded Bonds. Such officers or officials of the City are hereby authorized to make any certifications required in connection with the subscription for such time deposits, certificates of deposit or investments. Such obligations shall be held in the Escrow Fund as security for the Refunded Bonds. SECTION 2. Incurrence of Indebtedness. The City hereby authorizes the incurrence of nonelectoral indebtedness in the principal sum of $194,995,000 to be evidenced by Bonds of the City in the aggregate principal amount of $116,860,000, designated "City of Pittsburgh General Obligation Bonds, Series A of 2005", and Bonds of the City in the aggregate principal amount of $78,135,000, designated "City of Pittsburgh General Obligation Bonds, Series B of 2005." SECTION 3. Approval of Private Sale and Bond Purchase Agreement. After considering the advantages and disadvantages of various types of sale of the Bonds, the City Council hereby determines that a private sale by negotiation is in the best financial interest of the City. The negotiated Bond Purchase Agreement, a copy of which is attached hereto as Exhibit A, is hereby approved. The Bonds will be sold to the Purchasers at a private sale at the prices stated in Exhibit A. The proper officers and officials of the City are hereby authorized and directed to execute and deliver to the Purchasers the Bond Purchase Agreement. One counterpart of the Bond Purchase Agreement shall be filed with the records of the City. SECTION 4. Maturity, Interest Rates, and Redemption. The Bonds shall bear interest in the manner and at the rates per annum, shall be subject to redemption and shall mature on the dates and in the aggregate principal amounts as set forth in Exhibit A hereto. Schedule A hereto shows the Bonds assigned to the refunding of the Refunded Bonds, by series. SECTION 5. Form of Bonds, Interest and Payment. (a) General. (i) The Bonds shall be substantially in the form contained in Section 24 hereof. The Bonds shall be issued in fully registered form without coupons and shall be numbered in such manner as may be satisfactory to the City. Pursuant to recommendations promulgated by the Committee on Uniform Security Identification Procedures, "CUSIP" numbers may be printed on the Bonds. Each Bond shall initially be dated its date of issue (the "Dated Date"). Thereafter, each Bond will be dated the date of its authentication. The Bonds shall be issuable in denominations of $5,000 or any integral multiple thereof. (ii) The Bonds shall bear interest as set forth in Exhibit A hereto (computed on the basis of a 360 day year composed of twelve months of 30 days) from the March 1 or September 1, as the case may be, next preceding the date of such Bond to which interest has been paid, unless the date of such Bond is a date to which interest has been paid, in which case from the date of such Bond, or if the date of such Bond is prior to September 1, 2005, in which case from the Dated Date. However, if the City fails to pay the interest due on any interest payment date, then any such Bond shall bear interest from the March 1 or September 1, as the case may be, next preceding the date of such Bond, to which interest has been paid, or if no interest has been paid, from the Dated Date. Interest shall be payable semiannually on March 1 and September 1 of each year, beginning September 1, 2005 (each, an "Interest Payment Date"), until the principal sum thereof is paid. The person in whose name any Bond is registered at the close of business on any Regular Record Date (as defined below) with respect to any Interest Payment Date will be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such Bond upon any transfer or exchange thereof subsequent to such Regular Record Date and prior to such Interest Payment Date, except if and to the extent that the City fails to pay the interest due on such Interest Payment Date, such defaulted interest will be paid to the persons in whose names outstanding Bonds are registered at the close of business on a date ("Special Record Date") established by the Paying Agent, hereinafter defined. The Paying Agent shall give notice of such Special Record Date to all owners of Bonds not less than ten (10) days prior to such date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth (5th) day preceding the date of mailing. The phrase "Regular Record Date" with respect to any Interest Payment Date means the February 15 or August 15 immediately preceding such Interest Payment Date, whether or not a business day. If the date for payment of the principal of, premium, if any, or interest on the Bonds occurs on a day which is not a Business Day (a "Business Day" is any day other than a Saturday, Sunday or a day on which financial institutions in the Commonwealth of Pennsylvania (the "Commonwealth") are authorized by law to be closed), the interest and/or principal due on such date shall be payable on the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the nominal date of payment. Subject to the provisions relating to payment of interest to owners on the appropriate record date, the City and the Paying Agent may deem and treat the person in whose name any outstanding registered Bond shall be registered upon the books of the City as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal and redemption price, if any, of such Bond and for all other purposes and all such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the City nor the Paying Agent shall be affected by any notice to the contrary. (iii) Any registered owner of at least $1,000,000 principal amount of Bonds may, by written request to the Paying Agent at least five (5) days before the payment date for which such request is made, request that interest or principal be paid by wire transfer to such account as may be specified in such written request. (b) Full Book-Entry System. (i) The Series A Bonds and Series B Bonds initially shall be issued in the form of one fully registered Bond for the aggregate principal amount of each maturity of the series, which Bonds shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Except as provided in paragraph (vii) below, all of the Bonds shall be registered in the name of Cede & Co., as nominee of DTC; provided that if DTC shall request that the Bonds be registered in the name of a different nominee, the Transfer Agent shall exchange all or any portion of the Bonds for an equal aggregate principal amount of Bonds registered in the name of such nominee or nominees of DTC. No person other than DTC or its nominee shall be entitled to receive from the City or the Transfer Agent either a Bond or any other evidence of ownership of the Bonds, or any right to receive any payment in respect thereof unless DTC or its nominee shall transfer record ownership of all or any portion of the Bonds on the Bond Register of the City, in connection with discontinuing the book-entry system as provided in paragraph (vii) below or otherwise. (ii) So long as the Bonds or any portion thereof are registered in the name of DTC or any nominee thereof, all payments of the principal or redemption price of and interest on the Bonds shall be made to DTC or its nominee in immediately available funds on the date provided for such payments in this Resolution. Each such payment to DTC or its nominee shall be valid and effective to fully discharge all liability of the City or the Paying Agent with respect to the principal or redemption price of or interest on the Bonds to the extent of the sum or sums paid. (iii) The City and the Paying Agent may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price of or interest on the Bonds, giving any notice permitted or required to be given to Registered Owners under this Resolution registering the transfer of Bonds, obtaining any consent or other action to be taken by Registered Owners and for all other purposes whatsoever; and neither the City nor the Paying Agent shall have any responsibility or obligation to any participant in DTC, any person claiming a beneficial partnership interest in the Bonds under or through DTC or any such participant, or any other person which is not shown on the Register as being a Registered Owner, with respect to either: (1) the Bonds; or (2) the accuracy of any records maintained by DTC or any such participant; or (3) the payment by DTC or any such participant of any amount in respect of the principal or redemption price of or interest on the Bonds; or (4) any notice which is permitted or required to be given to Registered Owners under this Resolution; or (5) the selection by DTC or any such participant of any person to receive payment in the event of a partial payment of the Bonds; or (6) any consent given or other action taken by DTC as Registered Owner. (iv) So long as the Bonds or any portion thereof are registered in the name of DTC or any nominee thereof, all notices required or permitted to be given to the Registered Owners under this Resolution shall be given to DTC as provided in the representation letter to be delivered to DTC in form and content satisfactory to DTC and the City, which the Director of Finance or the Director of the Department of Finance is hereby authorized to execute. (v) In connection with any notice or other communication to be provided to Registered Owners pursuant to this Resolution by the City or the Paying Agent with respect to any consent or other action to be taken by the Registered Owners, DTC shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action, provided that the City or the Paying Agent may establish a special record date for such consent or other action. The City or the Paying Agent shall give DTC notice of such special record date not less than fifteen (15) calendar days in advance of such special record date to the extent possible. (vi) Any successor Paying Agent shall, in its written acceptance of its duties under this Resolution, agree to take any actions necessary from time to time to comply with the requirements of the representation letter. (vii) The book-entry system for registration of the ownership of the Bonds may be discontinued at any time if either: (1) after notice to the City and the Paying Agent DTC determines to resign as securities depository for the Bonds, or (2) after notice to DTC and the Paying Agent, the City determines that a continuation of the system of book-entry transfers through DTC (or through a successor securities depository) is not in the best interests of the City. In either of such events (unless in the case described in clause (2) above, the City appoints a successor securities depository), the Bonds shall be delivered in registered certificate form to such persons and in such principal amounts as may be designated by DTC, but without any liability on the part of the City or the Paying Agent for the accuracy of such designation. Whenever DTC requests the City and the Paying Agent to do so, the City and the Paying Agent shall cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of certificates evidencing the Bonds. SECTION 6. Appointment of Paying Agent, Registrar, Transfer Agent and Sinking Fund Depository. J. P. Morgan Trust Company, National Association, Pittsburgh, Pennsylvania, is hereby appointed Paying Agent (the "Paying Agent"), Registrar (the "Registrar"), Transfer Agent (the "Transfer Agent") and Sinking Fund Depository (the "Sinking Fund Depository") for the Bonds. The Director of Finance or the Director of the Department of Finance is hereby authorized, to the extent required, to contract with the Paying Agent for such services at such charges as shall be appropriate and reasonable for such services. The obligations and duties of the Paying Agent, Registrar, Transfer Agent and Sinking Fund Depository are described in this Resolution and they are responsible only for the obligations and duties which are set forth herein and are liable only for those damages caused by their gross negligence or willful misconduct. The City may, by Resolution, from time to time appoint a successor Paying Agent, Sinking Fund Depository, Registrar or Transfer Agent to fill a vacancy or for any other reason. SECTION 7. Bond Register, Registration and Transfer. The City shall cause to be kept at the office of the Registrar a register (the "Bond Register") in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the registration of the Bonds and the registration of transfers and exchanges of Bonds. No transfer or exchange of any Bond shall be valid unless made at such office and registered in the Bond Register. Every Bond presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer, in form and with guaranty of signature satisfactory to the City and the Registrar, duly executed by the Registered Owner thereof or its duly authorized agent or legal representative. Upon surrender of any Bond for registration of transfer, the City shall execute, and the Paying Agent shall authenticate, and deliver in the name of the transferee or transferees a new Bond of any authorized denomination, of the same series, interest rate and maturity, and in the same aggregate principal amount as the Bond so surrendered. Any Bond shall be exchangeable for other Bonds of the same series, interest rate and maturity in any authorized denomination, in an aggregate principal amount equal to the principal amount of the Bond presented for exchange. Upon surrender of any Bond for exchange, the City shall execute, and the Paying Agent shall authenticate, and deliver in exchange therefor the Bond or Bonds which the owner making the exchange shall be entitled to receive. No service charge shall be made for any transfer or exchange of any Bond, but the City may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. The City shall not be required to: (a) issue, or to register the transfer or exchange of, any Bond during the period beginning at the opening of business on a Regular Record Date and ending at the close of business on the succeeding Interest Payment Date, or within a period of fifteen (15) business days before any date of selection of Bonds to be redeemed; or (b) register the transfer or exchange of any Bond selected, being called, or called for redemption. Each Bond issued upon any registration of transfer or exchange shall be a valid obligation of the City, evidencing the same debt and entitled to the same benefits under this Resolution as the Bond surrendered for such registration of transfer or exchange. SECTION 8. Execution and Authentication. The Bonds shall be executed on behalf of the City by the Mayor and shall have the corporate seal of the City or a facsimile thereof affixed thereto, duly attested by the Director of Finance or the Director of the Department of Finance and countersigned by the City Controller, and said officers are hereby authorized and directed to execute the Bonds. The Bonds shall be authenticated by the manual execution of the Certificate of Authentication by the Paying Agent or by a duly authorized signatory of the Paying Agent. No Bond shall be valid until such Certificate of Authentication shall have been duly executed, and such authentication shall be conclusive and the only proof that any Bond has been issued pursuant to this Resolution and is entitled to any benefits conferred thereon under the provisions of this Resolution. To the extent that any one signature on a Bond (including the signature of the Paying Agent) is manual, all other signatures may be by facsimile. The Director of Finance or the Director of the Department of Finance is hereby authorized and directed to deliver the Bonds to the Purchasers and receive payment therefor on behalf of the City after sale of the same in the manner required by law and this Resolution. SECTION 9. General Obligation Covenant. The Bonds are hereby declared to be general obligations of the City and are payable from its tax and other general revenues, including ad volorem taxes levied without limit as to rate or amount on all taxable real property located in the City. The City hereby covenants with the Registered Owners from time to time of the Bonds outstanding pursuant to this Resolution that it will provide in its budget in each year, and will appropriate from its general revenues in each such year, the amount required to pay debt service on the Bonds and to make any other required sinking fund payments for each such year. The City further covenants that, from the sinking fund for the Bonds established therein, or from any other of its revenues or funds, it will pay or cause to be paid the principal of every Bond and the interest thereon, as applicable, at the dates and place and in the manner stated in the Bonds. For such budgeting, appropriation and payment, the City does hereby irrevocably pledge its full faith, credit and taxing power. The specific amount of the debt service which the City hereby covenants to pay on the Bonds in each year is shown on Schedule B which is attached hereto and incorporated herein by reference. As provided in the Act, the foregoing covenants are specifically enforceable. SECTION 10. Redemption. The Bonds shall be subject to redemption prior to maturity at the option of the City in accordance with the terms set forth in the form of the Bonds set forth in Section 24 hereof. Any redemption of Bonds is required to be made upon notice of redemption given by mailing a notice by first class mail, postage prepaid, not less than thirty (30) nor more than sixty (60) days prior to the redemption date to the Registered Owners of Bonds to be redeemed at the addresses which appear in the Bond Register. Such notice shall state the redemption date, the redemption price and shall identify the Bonds being redeemed. Neither failure to mail such notice nor any defect in the notice so mailed or in the mailing thereof with respect to any one Bond will affect the validity of the proceedings for the redemption of any other Bond. If the City shall have duly given notice of redemption and shall have deposited with the Paying Agent funds for the payment of the redemption price of the Bonds so called for redemption with accrued interest thereon to the date fixed for redemption, interest on such Bonds will cease to accrue after such redemption date. If at the time of mailing of any notice of optional redemption the City shall not have deposited with the Paying Agent monies sufficient to redeem all the Bonds called for redemption, such notice shall state that it is subject to the deposit of the redemption monies with the Paying Agent not later than the opening of business on the redemption date and shall be of no effect unless such monies are so deposited. Any portion of a Bond of a denomination larger than $5,000 may be redeemed, but only in the principal amount of $5,000 or any integral multiple thereof. Prior to selecting Bonds for redemption, the Paying Agent will assign numbers to each $5,000 portion of any Bond of a denomination larger than $5,000 and will treat each portion as a separate Bond in the denomination of $5,000 for purposes of selection for redemption. Upon surrender of any Bond for redemption of a portion thereof, the Paying Agent will authenticate and deliver to the registered owner a new Bond or Bonds of the same series and of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered. SECTION 11. Sinking Fund. (a) There is hereby established with the Sinking Fund Depository a sinking fund to be known as "City of Pittsburgh Series A and B of 2005 Bonds Sinking Fund" (the "Series A and B of 2005 Bonds Sinking Fund) into which the City covenants to deposit, and into which the City Treasurer is hereby authorized and directed to deposit, on or before each March 1 and September 1, commencing September 1, 2005, amounts sufficient to pay (i) the interest due on such date on the Bonds then outstanding, and (ii) the principal due on such date on the Bonds then outstanding. Should the amounts covenanted to be paid into the Series A and B of 2005 Bonds Sinking Fund be, at any time, in excess of the net amounts required at such time for the payment of interest and principal whether by reason of funds already on deposit in the Series A and B of 2005 Bonds Sinking Fund or by reason of the purchase of Bonds, or for some similar reason, the amounts covenanted to be paid may be reduced to the extent of such excess. (b) The City may satisfy any part of its obligations with respect to clause (a)(ii) by delivering to the Sinking Fund Depository, for cancellation, Bonds of the same series maturing on the date on which such deposit is required. The City shall receive credit against such deposit for the face amount of the Bonds so delivered, provided that such Bonds are delivered to and received by the Sinking Fund Depository on or before the maturity date of the Bonds for which credit is requested. (c) All sums in the Series A and B of 2005 Bonds Sinking Fund shall be applied exclusively to the payment of principal, premium, if any, and interest covenanted to be paid by Section 9 hereof as the same from time to time become due and payable and the balance of said moneys over and above the sum so required shall remain in the Series A and B of 2005 Bonds Sinking Fund to be applied to the reduction of future required deposits. The Series A and B of 2005 Bonds Sinking Fund shall be kept as a separate account at the designated corporate trust office of the Sinking Fund Depository. The Sinking Fund Depository, without further authorization other than as herein contained, shall pay from the moneys in the Series A and B of 2005 Bonds Sinking Fund the interest on the Bonds as and when due to the Registered Owners as of the appropriate Record Date and principal of the Bonds as and when the same shall become due to the Registered Owners. (d) Notwithstanding the foregoing, in the case of optional redemption of any or all of the Bonds as permitted by Section 10 hereof, the Treasurer is hereby authorized and directed to deposit from time to time before the appropriate optional redemption date funds which shall be sufficient when they, either alone or together with interest to be earned thereon, if any, will equal the principal of the Bonds so called for redemption and the premium, if any, and the interest thereon to the date fixed for redemption. SECTION 12. Internal Revenue Code Covenants. (a) General. The cost of the Projects is at least equal to the principal amount of the Bonds. The City hereby covenants with the Registered Owners from time to time of the Bonds that no part of the proceeds of the Bonds will be used, at any time, directly or indirectly, in a manner which, if such use had been reasonably expected on the date of issuance of the Bonds, would have caused the Bonds to be arbitrage bonds within the meaning of Section 148 of the internal Revenue Code of 1986, as amended (the "Code") and the Regulations thereunder proposed or in effect at the time of such use and applicable to the Bonds, and that it will comply with the requirements of that section and the Regulations throughout the term of the Bonds. (b) Rebate. The City covenants that it will rebate to the United States Treasury, at the times, in the manner and to the extent required by the Code, all investment income derived from investing the proceeds of the Bonds in an amount which exceeds the amount which would have been derived from the investment of the proceeds of the Bonds at a yield not in excess of the yield on the Bonds. (c) Filing. The City will file IRS Form 8038-G and any other forms or information required by the Code to be filed in order to permit the interest on the Bonds to be excluded from gross income for federal income tax purposes. SECTION 13. Advertising. The action of the officers of the City in advertising a summary of this Resolution is ratified and confirmed. The officers of the City are authorized and directed to advertise a notice of adoption of this Resolution in a newspaper of general circulation in the City within 15 days after final adoption. The City Clerk is hereby directed to make a copy of this Resolution available for inspection by any citizen during normal office hours. SECTION 14. Appointment of Counsel. The City hereby appoints Klett Rooney Lieber & Schorling, a Professional Corporation, as Bond Counsel for the purpose of rendering any and all necessary opinions with respect to the Bonds and preparing such additional documents as may be necessary. Grogan Graffam, P.C. is hereby appointed as Disclosure Counsel with respect to the sale of the Bonds. SECTION 15. [Reserved] SECTION 16. Debt Structure. The principal amortization of the Bonds is such that the annual debt service on all of the nonelectoral debt of the City, on a relative basis, will not significantly change, as shown in Schedule C. SECTION 17. Purchase of Insurance. The City hereby agrees to purchase and hereby accepts the commitment of MBIA Insurance Corporation (the "Insurer") to issue a municipal bond insurance policy (the "Policy") insuring the Bonds. The appropriate premium is hereby directed to be promptly paid at the settlement of the sale of the Bonds. A legend indicating the existence of such Policy shall be printed on the Bonds in the form required by the Insurer. All terms and conditions required to be contained in this Resolution by the terms of the commitment are incorporated herein by reference with the same effect as if set out at length herein. SECTION 18. Filing with Department of Community and Economic Development. Bond Counsel is hereby authorized and directed to prepare and file with the Department of Community and Economic Development, in accordance with the Act, a transcript of the proceedings relating to the issuance of the Bonds required by the Act, and to take other necessary action, and to prepare and file all necessary documents with the Department of Community and Economic Development. The proper officer of the City is hereby authorized and directed to pay the required filing fee. SECTION 19. Approval of Official Statement. The Preliminary Official Statement, dated March 31, 2005 (the "Preliminary Official Statement"), prepared with respect to the Bonds is hereby approved. The Controller and the Director of Finance and Budget or the Director of the Department of Finance are hereby authorized to execute and approve a Final Official Statement relating to the Bonds provided that the Final Official Statement shall have been approved by the City Solicitor. The distribution of the Preliminary Official Statement is hereby ratified and the Purchasers are hereby authorized to use the Preliminary Official Statement and the Final Official Statement in connection with the sale of the Bonds. The City hereby designates and certifies the Preliminary Official Statement as "deemed final" for the purposes of Rule 15c2-12(b) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Rule"), and agrees to take such other appropriate action as shall be necessary to facilitate compliance by the Purchasers with the Rule. SECTION 20. General Authorization. The officers and officials of the City are hereby authorized and directed to execute and deliver such other documents and to take such other action as may be necessary or appropriate in order to effect the execution, issuance, sale and delivery of the Bonds, all in accordance with this Resolution. SECTION 21. Disposition of Bond Proceeds. At the direction of the Director of Finance or the Director of the Department of Finance, the proceeds of the sale of the Bonds, after the Purchasers' discount, shall initially be deposited into a Clearing Account established with the Paying Agent and shall then be applied as follows: (a) Payment of Expenses. All expenses incurred in connection with the issuance of the Bonds shall be paid with moneys in the Clearing Account, and the proper officers and officials of the City are authorized and directed to sign and deliver requests for payment of such expenses. (b) Accrued Interest. Amounts equal to the accrued interest, if any, on the Bonds received at closing shall be transferred from the Clearing Account to the Series A and B of 2005 Bonds Sinking Fund maintained by the Sinking Fund Depository and applied as provided in Section 11 hereof. (c) Refunding Project. An amount equal to the funds necessary to effect the refunding of the Refunded Bonds (taking into account projected earnings on investments) shall be transferred from the Clearing Account to the Escrow Funds maintained by the Escrow Agent and invested and applied as provided in Section 1 hereof. SECTION 22. Authorization of Officers. Any authorization granted to, power conferred on, or direction given to the City Clerk, the Director of Finance, the Director of the Department of Finance, the City Controller or any other officer or official, shall be deemed to run to the Deputy City Clerk, Deputy Director of Finance or Deputy City Controller, or any assistant or deputy officer or any person acting in such capacity, respectively, as if such latter titles had been expressly included in the text hereof which grants such authorization, confers such power or gives such direction. SECTION 23. Continuing Disclosure. (a) In accordance with the Rule, the City hereby covenants, with and for the benefit of the holders and beneficial owners (which shall include any person or entity that has a pecuniary interest in any of the Bonds) from time to time of the Bonds, to provide each nationally recognized municipal securities information repository (within the meaning of the Rule) ("NRMSIR") and to the appropriate state information depository (within the meaning of the Rule) in Pennsylvania, if any ("SID"), on an annual basis, its annual General Purpose Financial Statements presented in conformity with generally accepted accounting principles (the "Financial Statements"), together with updates of the tabular information appearing in Appendix B to the Final Official Statement with respect to the Bonds (to the extent not included in the Financial Statements), commencing with the Financial Statements and tabular information for the fiscal year ending in 2005. The Financial Statements and tabular information shall be provided within 270 days after the end of each fiscal year. If the Financial Statements are not independently audited, the City shall also provide independently audited Financial Statements when and if available. The City hereby also covenants, with and for the benefit of the holders and beneficial owners from time to time of the Bonds, to provide each NRMSIR, or to the Municipal Securities Rulemaking Board ("MSRB"), and to the SID (A) prompt notice of a failure to provide the Financial Statements, the tabular information or any audited Financial Statements in a timely manner and (B) prompt notice of any of the following events with respect to the Bonds, if such event is material within the meaning of the Rule: (i) principal and interest payment delinquencies, (ii) non-payment related defaults, (iii) unscheduled draws on debt service reserves reflecting financial difficulties, (iv) unscheduled draws on credit enhancements reflecting financial difficulties, (v) substitution of credit or liquidity providers or their failure to perform, (vi) adverse tax opinions or events affecting the tax-exempt status of the Bonds, (vii) modifications to rights of the holders of the Bonds, (viii) unscheduled Bond calls, (ix) defeasances, (x) release, substitution or sale or property securing payment of the Bonds and (xi) rating changes. (b) The City's covenants in the immediately preceding paragraph shall terminate upon legal defeasance or other arrangement whereby the City is released from any further obligations with respect to the Bonds, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give prompt notice of such termination to each NRMSIR, or the MSRB, and to the SID. (c) The proper officer or officers of the City are hereby authorized in the name and on behalf of the City to amend or terminate, in whole or in part, any of the foregoing covenants in this Section, without the consent of the holders or beneficial owners of the Bonds, provided that (A) the amendment requires the City to provide more information than was required by this Section prior to the amendment, without diminishing in any way the obligations of the City to provide information hereunder as required by this Section prior to the amendment, or (B) the following conditions are satisfied: (i) the amendment or termination is in connection with 'a change in circumstances that arises from a change in or clarification of legal requirements, change of law, or change in the identity, nature or status of an obligated person (within the meaning of the Rule) with respect to the Bonds, or the type of business conducted; (ii) such covenants, as amended, would, in the opinion of independent nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (iii) the amendment or termination either (a) is approved by the holders of the Bonds in the same manner as provided in the Act for modifications of this Resolution with the consent of such holders or (b) does not, in the opinion of independent nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds. The City shall give prompt notice of any such amendment or termination to each NRMSIR, to the MSRB and to the SID. In addition, the City shall describe such amendment in the next submission of Financial Statements and shall include, as applicable, a narrative explanation of the reason for the amendment and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being provided by the City. If the amendment relates to the accounting principles to be followed in preparing the Financial Statements, (A) the City shall give prompt notice of such change to each NRMSIR, or the MSRB, and to the SID and (B) the Financial Statements for the year in which the change is made shall present a comparison (in narrative form and also, if feasible, in quantitative form) between the Financial Statements as prepared on the basis of the new accounting principles and the Financial Statements prepared on the basis of the former accounting principles. (d) The sole remedy for a breach by the City of any of the covenants in this Section 23 shall be an action to compel the performance of such covenant. Under no circumstances may monetary damages be assessed or recovered or payment of the Bonds be accelerated, nor shall any such breach constitute a default under the Bonds. Nothing in this Section is intended as or shall be deemed a "provision of the Bonds" for the purposes of the Act. SECTION 24. Form of Bonds. The form of Bonds shall be substantially as follows: CITY OF PITTSBURGH COMMONWEALTH OF PENNSYLVANIA GENERAL OBLIGATION BOND SERIES [A] [B] OF 2005 Dated Date: ___________, 2005 Interest Rate: Maturity Date: CUSIP: Registered Owner: Principal Amount: City of Pittsburgh, a local government unit situate in Allegheny County, Commonwealth of Pennsylvania (the "City"), for value received, and intending to be legally bound, promises to pay to the registered owner stated above (the "Registered Owner") the Principal Amount stated above on the Maturity Date stated above, unless this Bond shall be redeemable and duly shall have been called for previous redemption and payment of the redemption price shall have been made or provided for, upon presentation and surrender of this Bond at the designated office of J. P. Morgan Trust Company, National Association (the "Paying Agent"), and to pay semiannually on March 1 and September 1 of each year (each an "Interest Payment Date"), commencing on September 1, 2005, to the Registered Owner hereof, interest (computed on the basis of a 360-day year composed of twelve months of 30 days) on said Principal Amount, until said sum is paid or provided for, at the rate per annum stated hereon, from the Interest Payment Date next preceding the date of registration and authentication of this Bond, unless (a) this Bond is registered and authenticated as of an Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (b) this Bond is registered after a Regular Record Date (as defined hereinafter) and before the next succeeding Interest Payment Date, in which event this Bond shall bear interest from such Interest Payment Date; or (c) such Bond is registered and authenticated on or prior to the Regular Record Date preceding September 1, 2005, in which event this Bond shall bear interest from the Dated Date; or (d) as shown by the records of the Paying Agent, interest on this Bond shall be in default, in which event this Bond shall bear interest from the date on which interest was last paid on this Bond or if no interest has been paid, from the Dated Date. The principal of, premium, if any, and interest on this Bond are payable in such coin or currency of the United States of America as at the time and place of payment is legal tender for payment of public and private debts, at the designated office of the Paying Agent; provided that interest will be paid by check mailed to the person who is the Registered Owner on the appropriate record date at his address as it appears on the Bond Register described below, unless written request is made by such owner of not less than $1,000,000 aggregate principal amount of the Bonds for payment by wire transfer of immediately available funds. This Bond is one of a duly authorized issue of bonds entitled "City of Pittsburgh General Obligation Bonds, Series [A] [B] of 2005 (the "Bonds") of like tenor (except as to rate of interest, date of maturity and provisions for redemption) amounting in the aggregate to the sum of [One Hundred Sixteen Million Eight Hundred Sixty Thousand][Seventy-Eight Million One Hundred Thirty-Five Thousand] Dollars ([$116,860,000] [$78,135,000]) and issued in accordance with the Local Government Unit Debt Act, as codified by the Act of December 19, 1996, P.L. 1158, No. 177 (the "Debt Act"), without the assent of the electors, and pursuant to a Resolution of the City duly adopted by the City Council thereof and approved by the Mayor and duly recorded and published in the manner required by law (the "Resolution"). Interest payable on any Interest Payment Date will be paid to the Registered Owner in whose name this Bond is registered at the close of business on the February 15 or August 15 (whether or not a business day) (the "Regular Record Date") immediately preceding the relevant Interest Payment Date. Any such interest which is not deposited with the Paying Agent on or before any such Interest Payment Date for payment to the Registered Owner on the Regular Record Date shall forthwith cease to be payable to the Registered Owner on the Regular Record Date, and shall be paid to the person in whose name this Bond is registered on a special record date for the payment of such defaulted interest to be fixed by the Paying Agent, notice of which shall be given to all Registered Owners not less than 10 days prior to such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth (5th) day preceding the date of mailing. If the date for payment of the principal of, premium, if any, or interest on the Bonds occurs on a day which is not a Business Day (a "Business Day" is any day other than a Saturday, Sunday or a day on which financial institutions in the Commonwealth of Pennsylvania (the "Commonwealth") are authorized by law to be closed), the interest and/or principal due on such date shall be payable on the next succeeding Business Day, and payment on such date shall have the same force and effect as if made on the nominal date of payment. [The Bonds maturing after September 1, 2015 are subject to redemption at the option of the City prior to their stated Maturity Dates, as a whole or in part from time to time, by lot within a maturity, on September 1,2015 and on any date thereafter, upon payment of the Redemption Price of 100% of the principal amount thereof, together with interest accrued to the date fixed for redemption.] If less than all Bonds maturing on any date are to be redeemed at any time, the Bonds to be called for redemption at such time shall be chosen by the Paying Agent. If at the time of mailing of any notice of optional redemption the City shall not have deposited with the Paying Agent monies sufficient to redeem all the Bonds called for redemption, such notice shall state that it is subject to the deposit of the redemption monies with the Paying Agent not later than the opening of business on the redemption date and shall be of no effect unless such monies are so deposited. Notice of redemption of any Bond shall be given to the registered owner of such Bond by first class mail, not less than thirty (30) days nor more than sixty (60) days prior to the redemption date, in the manner and upon the terms and conditions set forth in the Resolution. A portion of a Bond of a denomination larger than $5,000 may be redeemed, and in such case, upon the surrender of such Bond, there shall be issued to the Registered Owner thereof, without charge therefor, a Bond or Bonds for the unredeemed balance of the principal amount of such Bond, all as more fully set forth in the Resolution. If notice of redemption shall have been duly given, the Bonds or portions thereof specified in that notice shall become due and payable at the applicable redemption price on the redemption date designated in that notice, and if, on that redemption date, moneys are held by the Paying Agent or the Sinking Fund Depository for the payment of the redemption price of the Bonds to be redeemed, together with interest to the date fixed for redemption, then from and after the date fixed for redemption, interest on such Bonds shall cease to accrue. The City, pursuant to recommendations made by the Committee on Uniform Security Identification Procedures ("CUSIP"), has caused CUSIP numbers to be printed on the Bonds and has directed the Paying Agent to use such numbers in notices, if any, as a convenience to the Registered Owners of the Bonds. No representation is made by the City as to the accuracy of such numbers either as printed on the Bonds or as contained in any notice, and reliance may be placed only on the description printed hereon. This Bond may be transferred or exchanged only on the registration books (the "Bond Register") maintained by the City at the principal corporate trust office of the Registrar upon surrender hereof by the Registered Owner at such office duly endorsed by, or accompanied by a written instrument of transfer duly executed by, the Registered Owner or his duly authorized agent or legal representative, in each case in form and with a guaranty of signature satisfactory to the Registrar. No service charge shall be made for any transfer or exchange of any Bond, but the City may require payment of any required tax, fee or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. Subject to the provisions of this Bond and of the Resolution relating to the payment of interest, the City and the Paying Agent may treat the Registered Owner of this Bond as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue, and neither the City nor the Paying Agent shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of, premium, if any, or interest on this Bond, or for any claim based hereon or on the Resolution, against any member, officer or employee, past, present or future, of the City or of any successor body, as such, either directly or through the City or any such successor body, under any constitutional provision, statute or rule of law, or by the endorsement of any assessment or by any legal or equitable proceeding or otherwise, and all such liability of such members, officers or employees is released as a condition of and as consideration for the issuance of this Bond. It is hereby certified that the approval of the Department of Community and Economic Development of the Commonwealth of Pennsylvania for the City to issue and deliver this Bond has been duly given pursuant to the Debt Act; that all acts, conditions and things required by the laws of the Commonwealth of Pennsylvania to exist, to have happened or to have been performed, precedent to or in the issuance of this Bond or in the creation of the debt of which this Bond is evidence, exist, have happened and have been performed in regular and due form and manner as required by law; that this Bond, together with all other indebtedness of the City, is within every debt and other limit prescribed by the Constitution and the statutes of the Commonwealth of Pennsylvania and applicable to the City; and that the City has established with the Paying Agent, as Sinking Fund Depository, a sinking fund for the Bonds and has agreed to deposit therein amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds as the same shall become due and payable. This Bond is hereby declared to be a general obligation of the City. The City, in the Resolution authorizing the issuance of the Bonds, has covenanted with the Registered Owners, from time to time, of the Bonds that the City will provide in its budget in each year, and will appropriate from its general revenues in each such year, the amount required to pay debt service on the Bonds and to make any other required sinking fund payments for each such year. The City further covenants that, from the sinking fund for the Bonds established therein, or from any other of its revenues and funds, it will pay or cause to be paid the principal of every Bond and the interest thereon at the dates and place and in the manner stated in the Bonds. For such budgeting, appropriation and payment, the City does hereby irrevocably pledge its full faith, credit and taxing power. This covenant is specifically enforceable. This Bond is entitled to such other security as is provided in the Resolution. This Bond shall not be entitled to any benefit under the Resolution or become valid or obligatory for any purpose until it shall have been authenticated by the Certificate of the Paying Agent endorsed hereon. IN WITNESS WHEREOF, the City has caused this Bond to be signed in its name by signature or facsimile signature of the Mayor and the corporate seal or facsimile of the corporate seal thereof to be hereunto affixed, duly attested by the signature or facsimile signature of the City's Director of Finance or the Director of the Department of Finance and to be countersigned by the signature or facsimile signature of the City Controller. ATTEST: CITY OF PITTSBURGH By: By: Acting Director of Finance Mayor COUNTERSIGNED: City Controller (SEAL) [FORM OF AUTHENTICATION CERTIFICATE] Authentication Certificate This Bond is one of the City of Pittsburgh, Pennsylvania, General Obligation Bonds, Series [A] [B]of 2005, described in the within-mentioned Resolution. The text of opinion appearing hereon is the text of the opinion of Klett Rooney Lieber & Schorling, a Professional Corporation, Pittsburgh, Pennsylvania, Bond Counsel, an executed counterpart of which, dated and delivered on the date of original delivery of and payment for the Bonds, is on file with the undersigned. J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Paying Agent By: Authorized Signatory Dated: * * * * * * * * * * * * * * * * * * * * * The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to the applicable laws or regulations. TEN COM - as tenants in common UNIF GIFT MIN ACT TEN ENT - as tenants by the entireties ____Custodian_____ JT TEN - as joint tenants with (Cust) (Minor) right of survivorship and under Uniform Gifts to Minors not as tenants in common Act (State) Additional abbreviations may also be used though not listed above. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to Please insert Social Security or other identifying number of assignee Please print or typewrite nameand address including postal zip code of transferee the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints Agent to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be NOTICE: The signature(s) to guaranteed by a member of an this assignment must correspond approved Signature Guarantee with the name as written upon Medallion Program the face of the Bond, in every particular, without alteration or enlargement, or any change whatever. [Text of the opinion of Klett Rooney Lieber & Schorling, Pittsburgh, Pennsylvania, Bond Counsel] [Text of bond insurance legend, if any] [END OF BOND FORM] SECTION 25. Severability. In the event any provision, section, sentence, clause or part of this Resolution is determined by a court of competent jurisdiction to be invalid and unenforceable, such determination shall not affect the validity or effect of the remaining provisions hereof. SECTION 26. Final Enactment. It is hereby authorized and directed pursuant to the Act that this Resolution shall become valid and effective on the fifth day after the Notice of Final Enactment has been published in a newspaper of general circulation in the City, said Notice of Final Enactment to be published no later than fifteen (15) days after the adoption of this Resolution.EXHIBIT A (Bond Purchase Agreement) EXHIBIT A $194,995,000 CITY OF PITTSBURGH GENERAL OBLIGATION BONDS SERIES A AND B OF 2005 BOND PURCHASE AGREEMENT April 6, 2005 City of Pittsburgh 414 Grant Street City-County Building Pittsburgh, Pennsylvania 15219 Ladies and Gentlemen: The undersigned, Lehman Brothers (the "Representative"), as co-senior manager with NatCity Investments, Inc. (collectively, the "Underwriters"), offer to enter into the following agreement with you (the "City") for the issuance and sale by you and the purchase by the Underwriters of One Hundred Ninety-Four Million, Nine Hundred Ninety-Five Thousand Dollars ($194,995,000.00) aggregate principal amount of the City's General Obligation Bonds consisting of the Series A of 2005 (the "Series A Bonds"), in the aggregate principal amount of One Hundred Sixteen Million, Eight Hundred Sixty Thousand Dollars ($116,860,000.00) and the Series B of 2005 (the "Series B Bonds") in the aggregate principal amount of Seventy-Eight Million, One Hundred Thirty-Five Thousand Dollars ($78,135,000.00) (collectively, the "Bonds"), in each case dated as of the date of issue, as more particularly described in Exhibit A attached hereto. Upon your acceptance of this offer and your execution and delivery of this Agreement, this Agreement will be binding upon you and the Underwriters. This offer is made subject to your acceptance, evidenced by your execution and delivery of this Agreement to the Representative at or before 5:00 P.M., New York City time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Representative upon written notice delivered to you at any time thereafter before acceptance by you. Unless otherwise indicated, the capitalized terms used in this Agreement have the meanings assigned to them in the Preliminary Official Statement dated March 31, 2005 (the "Preliminary Official Statement") relating to the issuance of the Bonds. SECTION 27. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth in this Agreement, the Underwriters, jointly and severally, agree to purchase from you, and you agree to sell to the Underwriters when, as and if issued, all, but not less than all, of the Bonds for a total purchase price equal to the aggregate purchase price set forth in Exhibit A attached hereto (the "Purchase Price"). The Bonds will be issued pursuant to the Authorizing Resolution (hereinafter defined) and will mature on the dates and in the amounts, will bear interest at the rates and will have the yields as set forth in Exhibit A attached hereto, and will otherwise correspond to the description thereof contained in the Official Statement. The Bonds will be subject to optional redemption prior to their respective maturities. SECTION 28. Concurrent Matters. (a) Upon your acceptance, execution and delivery of this Agreement, you will deliver to the Representative a copy of the Official Statement marked as a final Official Statement, dated the same date as this Agreement (the "Official Statement"), duly executed by duly authorized officers of the City, which Official Statement will be substantially in the form of the Preliminary Official Statement, with only such amendments as are necessary to reflect the final pricing terms of the Bonds and as have been approved by the Representative, which approval will be conclusively evidenced by its execution and delivery of this Agreement. (b) Your acceptance, execution and delivery of this Agreement will constitute (1) your consent and authorization to the use by the Underwriters, in connection with the public offering and sale of the Bonds, of copies of the Official Statement, including any supplements or amendments to it, and (2) your ratification of the use by the Underwriters in connection with the offering of the Bonds of the Preliminary Official Statement and the information contained in it. (c) On this date, concurrently with your acceptance of this Agreement, you will deliver or cause to be delivered to the Underwriters a copy of the Resolution adopted by the City on April 6, 2005, (the "Authorizing Resolution"), authorizing the issuance and sale of the Bonds, certified by the Clerk of Council of the City of Pittsburgh to have been duly adopted by you and to be in full force and effect as of this date. SECTION 29. Closings; Deliveries of Bonds. (a) The closing on the Series A Bonds will take place at 10:00 a.m., New York City time, on May 3, 2005 (the "Series A Closing Date" or the "Series A Closing") at the offices of Klett Rooney Lieber & Schorling, a Professional Corporation, Bond Counsel, in Pittsburgh, Pennsylvania or at such other place or at such other time or on such other date as is mutually agreed upon in writing by you and the Representative (the "Closing Site"). The closing on the Series B Bonds will take place at 10:00 a.m., New York City time, on June 7, 2005, at the Closing Site (the "Series B Closing Date" or the "Series B Closing"). The Closings contemplated by this Section 4 (each a "Closing" and collectively the "Closings") shall be referred to collectively as the "Closing Dates." On the occasion of each Closing, the City will cause the Series A Bonds or the Series B Bonds, as the case may be, to be delivered to the Underwriters at the offices of The Depository Trust Company, New York, New York ("DTC"). The other documents mentioned in this Agreement will be delivered on the Closing Dates at the Closing Site. On the Closing Dates, the Representative on behalf of the Underwriters will pay the Purchase Price due on such Closing Date by wire transfer of federal funds payable to the order or account of the City at such places as the City shall designate in writing. Notwithstanding the foregoing, if the City prepares an amendment or supplement to the Official Statement pursuant to paragraph (a) of Section 6.1, a Closing may be postponed by the Underwriters to the tenth business day after the preparation of the amendment or such other time as the Representative and the City may determine. The Bonds will be delivered to or on behalf of DTC registered in the name of Cede & Co. or such other name as DTC may request at least two business days before the Closing. It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print the numbers on any Bond nor any error in the numbers or the printing will constitute cause for a failure or refusal by the Underwriters to accept delivery and pay the Purchase Price. SECTION 30. Representations and Warranties. (a) The City hereby makes the following representations and warranties to the Underwriters on this date and as of each of the Closing Dates: (i) The City is a public body and an instrumentality of the Commonwealth of Pennsylvania (the "Commonwealth"), duly created and validly existing under the Constitution and laws of the Commonwealth and vested with all the rights, powers and privileges set forth in the Charter of the City (the "Charter"), which was adopted pursuant to Article IX, Section 2 of the Constitution of the Commonwealth and the Home Rule Charter and Optional Plans Law as codified at 53 PA.C.S.A. ยง 2901 et seq. (the "Enabling Act"). (ii) The City has all necessary power and authority, has duly authorized by all appropriate action, and complied with all provisions of law enable it to (i) execute and deliver this Agreement and the Escrow Agreement, (ii) adopt the Authorizing Resolution, (iii) approve and authorize the distribution of the Preliminary Official Statement and the Official Statement in connection with the offering and the sale of the Bonds, (iv) issue the Bonds in the manner contemplated by the Official Statement and the Authorizing Resolution and (v) otherwise carry out and consummate all of the actions contemplated by this Agreement, the Authorizing Resolution, the Escrow Agreement and the Official Statement to be consummated by the City. (iii) The City has duly (i) adopted the Authorizing Resolution at a duly convened meeting of the Council of the City of Pittsburgh with respect to which all required notices were duly given to all members of the said Council and at which meeting a quorum was at all necessary times present and acting, (ii) approved and authorized the distribution of the Preliminary Official Statement, and (iii) authorized the execution and delivery of this Agreement, the Escrow Agreement and the Official Statement and the issuance, sale and delivery of the Bonds, and will take all other action necessary or appropriate to carry out the issuance, sale and delivery of the Bonds to the Underwriters. (iv) No further consent, approval, authorization or order of any governmental or regulatory authority is required to be obtained by the City as a condition precedent to the issuance of the Bonds, the adoption of the Authorizing Resolution by the City, the execution and delivery by the City of this Agreement, the Escrow Agreement or the Official Statement or the consummation by the City of the actions contemplated hereby or thereby; provided, however, no representation or warranty is expressed as to any action required under federal or state securities or Blue Sky laws in connection with the purchase or distribution of the Bonds by the Underwriters. (v) When delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, the Bonds will be duly authorized, executed, issued, and delivered and will constitute legal, valid and binding general obligations of the City, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws and usual equity principles, and will be entitled to the benefit and security of the Authorizing Resolution in accordance with its terms. (vi) The execution and delivery by the City of this Agreement, the Escrow Agreement and the Official Statement, the issuance and sale of the Bonds as contemplated herein, and the consummation by the City of the transactions contemplated hereby and thereby, are within the powers of the City and will not conflict with, or constitute a breach, or result in a violation of (A) any resolution of the City, (B) any federal or Pennsylvania constitutional or statutory provision, (C) any agreement or other instrument to which the City is a party or by which it is bound, or (D) any order, rule, regulation, decree, resolution or ordinance of any court, government or governmental authority having jurisdiction over the City, its property, or its borrowing powers. (vii) The information in the Official Statement (except for information relating to yields on the Bonds and the information contained under the captions "DESCRIPTION OF THE BONDS - Book-Entry Only System," "TAX MATTERS," "UNDERWRITING," and "LEGALITY FOR INVESTMENT" and except for the stabilization language on the inside front cover thereof as to which no representation or warranty is made) is as of its date, and will be as of each Closing Date, true and correct in all material respects and does not, as of its date and will not as of either Closing Date, contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. (viii) Except as described in the Preliminary Official Statement, there is no litigation at law or in equity or any proceeding before any governmental agency pending or, to the knowledge of the City, threatened with respect to (A) the existence of the City, (B) its authority under the Charter or the Enabling Act or otherwise to execute and deliver the Official Statement, this Agreement, the Escrow Agreement or the Bonds, (C) the validity or enforceability of any such instruments, including the Authorizing Resolution, or the transactions contemplated by it, (D) the title of the officers who executed or will execute such instruments, (E) any authority or proceedings relating to the execution and delivery of any such instruments by the City, (F) the completeness or accuracy of the Official Statement or (G) the exclusion from gross income for federal income tax purposes and the exemption from taxation for Commonwealth income tax purposes of interest on the Bonds, and the City is not subject to any judgment, decree or order entered in any lawsuit or proceeding brought against the City that may be reasonably expected to have such an effect. (ix) The audited financial statements of the City contained in Appendix A to the Official Statement fairly present the City's financial condition as of the dates indicated and such financial information has been presented in conformity with generally accepted accounting principles consistently applied to the periods indicated except as stated in the notes thereto and there has been no material adverse change in the financial condition of the City since that time. (x) The City is not in default in the payment of principal of, premium, if any, or interest on any obligation or indebtedness, and, except as described in the Official Statement, the City has not entered into any contract or arrangement that might give rise to any lien or encumbrance on the revenues or other assets, properties, funds, obligations or interests pledged by the City pursuant to the Authorizing Resolution. No event has occurred or is continuing under the provisions of any document or instrument to which the City is a party that, with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder, which event of default would affect materially and adversely the transactions contemplated by this Agreement. (xi) The City is not in violation of the Charter or the Enabling Act or any existing law, rule or regulation applicable to it and is not in default in any material respect under any indenture, mortgage, deed of trust, lien, lease, contract, note, order, judgment, decree or other agreement, instrument or restriction of any kind to which the City is a party or by which it is bound or to which any of its assets are subject, which default would affect materially and adversely the execution and delivery by the City of this Agreement or the transactions contemplated by it. (xii) The Authorizing Resolution is in full force and effect and has not been amended, supplemented or otherwise modified except as indicated in the Official Statement. (xiii) The Preliminary Official Statement heretofore delivered to the Representative was deemed final by the City as of its date, except for the omission of such information permitted to be omitted by Rule 15c2-12 of the Securities and Exchange Commission (the "SEC"). (b) The Underwriters represent and warrant that they will make a bona fide public offering of the Bonds, that the Bonds will only be offered pursuant to the Official Statement and only in states where the offer is legal and that a copy of the Official Statement will be delivered to each purchaser of the Bonds. The Underwriters further represent and warrant that they will file a copy of the final Official Statement with a nationally recognized securities information repository registered with the SEC upon receipt thereof to shorten the length of the underwriting period as provided in the Rule. The Underwriters represent and warrant, in connection with the initial public sale of the Bonds, to deliver, or cause the delivery of, a copy of the Official Statement to each of their respective customers no later than the date of settlement of the transaction with such customer. (c) Each of the representations and warranties set forth in this Section will survive each of the Closings. (d) Any certificate signed by any of the City's officials and delivered to the Underwriters in connection with the delivery of the Bonds on each of the Series A Closing Date and the Series B Closing Date will be deemed to be a representation and warranty by the City to the Underwriters as to the statements made in this Agreement, and any certificate signed by the Underwriters and delivered to the City in connection with the delivery of the Bonds will be deemed to be a representation and warranty by the Representative on behalf of the Underwriters to the City as to the statements made in this Agreement. SECTION 31. Covenants. (a) The City hereby covenants with the Underwriters that: (i) From each Closing Date until twenty-five (25) days after the end of the underwriting periods (as defined below), the City agrees to notify the Underwriters of any event of which it has actual knowledge which affects the City and which, in the judgment of the City after reasonable inquiry, might affect the correctness or completeness of any statement of a material fact contained in the Official Statement as it relates to the City. If, as a result of such event or any other event, it is necessary in the reasonable opinion of the Underwriters, to amend or supplement the Official Statement to make the statements in it, in light of the circumstances under which they were made, not misleading and the Underwriters have so advised the City, the City agrees that it will promptly prepare and furnish to the Underwriters a reasonable number of copies of an amendment of or a supplement to the Official Statement that will amend or supplement the Official Statement in a form and manner as is reasonably acceptable to the Underwriters. For purposes of this Agreement, the term "end of the underwriting period" shall be the later of the Closing on either the Series A Closing Date or the Series B Closing Date or, if on or before a Closing, the Underwriters advise the City in writing that any Bonds remain for sale to the public, when the Underwriters no longer retain any Bonds for sale to the public. The Underwriters will use their best efforts to end the underwriting period as soon as possible, and if the end of underwriting periods extends beyond a Closing Date, the Underwriters will give the City written notice of the date on which the end of such underwriting period occurs. The cost of the preparation, printing and distribution of any such supplement or amendment will be borne by the City if the City receives notice on or prior to a Closing: otherwise the cost shall be borne by the Underwriters. (ii) If between the date hereof and the date of either of the Closings any event occurs which 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, in light of the circumstances under which they were made or omitted, not misleading, the City will notify the Representative of this event and if in the opinion of the City or the Representative this event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will furnish such information as may be necessary to correct this misstatement or omission and will cooperate to cause the Official Statement to be amended or supplemented in a form reasonably satisfactory to the Representative and approved by the City. All costs associated with any such supplements or amendments will be paid by the City. (iii) Between the date hereof and the later of the Series A Closing Date and the Series B Closing Date, the City will not, without the prior written consent of the Representative, 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, or additionally pledge or otherwise encumber, the revenues or other assets, properties, funds, obligations or interests pledged by the City pursuant to the Authorizing Resolution. (iv) The City shall make the Series A Bonds or the Series B Bonds available to the Representative at DTC for examination not less than 24 hours prior to the Closing Date for the issuance of that series of the Bonds. (v) The City shall furnish such information and execute such instruments and take such action in cooperation with the Representative as it may reasonably request (1) to (A) qualify the Bonds 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 Representative may designate and (B) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (2) to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however that the City will not be required to qualify as a "foreign corporation" or to file any general consents to service of process under the laws of any state or to comply with any other requirements deemed by the City to be unduly burdensome. The City consents to the use of the Preliminary Official Statement and Official Statement in connection with the foregoing. (vi) The City will make available to the Representative such reasonable quantities of the final Official Statement available to the Underwriters within 7 business days of the date hereof and in time to accompany any confirmation sent by any Underwriter to any customer requesting payment for any Bonds, and in sufficient quantities as the Underwriters may request to enable them to comply with Rule l5c2-12 (the "Rule") and the rules of the Municipal Securities Rulemaking Board (the "MSRB"). (vii) The City will advise the Representative immediately of receipt by the City of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose. (viii) The City will not before either of the Closings amend, terminate or rescind the Authorizing Resolution without the prior written consent of the Representative. (ix) The City will (1) take all action necessary, including execution of a letter of representation to DTC, if necessary, to qualify the Bonds for book-entry registration and delivery through DTC, and (2) deliver authenticated Bonds to or on behalf of DTC at the times and place provided in Section 4 of this Agreement. (x) The City will not take or omit to take any action which, under existing law, adversely affects the exemption from federal or Commonwealth of Pennsylvania income taxation of the interest on the Bonds. (xi) The City will apply the proceeds from the issuance and sale of the Bonds as described in the Official Statement. (xii) In order to permit compliance by the Underwriters with the Rule, the City has agreed in the Authorizing Resolution to assume a continuing disclosure undertaking while the Bonds are outstanding: (1) not later than ten (10) months after the end of each Fiscal Year, certain financial statements and operating data, generally of the type and scope contained in the Official Statement, (2) timely notice of the failure of the City to provide the required financial information and operating data, and (3) timely notice of the occurrence of certain material events with respect to the Bonds, all in accordance with the Rule. Such annual financial information and material event notices shall be provided to each nationally recognized municipal securities information depository, and the appropriate state information depository, if any is hereafter created, or the MSRB, as required under the Rule. This covenant shall survive issuance and delivery of the Bonds. (xiii) The City shall use its best efforts to deliver to the Representative a substantially final form of the Verification Report (hereinafter defined) not later than five days before each Closing Date and a reasonably final form of the Escrow Deposit Agreement not later than 2 business days before the Series A Closing Date. (b) The Underwriters hereby covenant with the City that the Underwriters will make a bona fide public offering of the Bonds at the initial offering yields set forth on the inside cover page of the Official Statement; provided, however, the Underwriters may change the offering prices of the Bonds and may offer the Bonds to certain dealers at prices that are higher than the initial public offering prices. SECTION 32. Conditions of Closing. The Representative has entered into this Agreement on behalf of itself and the other Underwriters in reliance upon the representations, warranties, covenants and agreements of the City contained herein and in reliance on the documents and instruments to be delivered at the Closings and on the performance by the City of its obligations hereunder, both as of the date hereof and as of each of the Closing Dates. In addition, the obligation of the Underwriters to consummate the transactions contemplated in this Agreement at the Closings is conditioned upon the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or before each Closing, and is subject to the satisfaction (unless waived in writing) of the following conditions which follow. A. On the Series A Closing Date, the following conditions shall be satisfied: (i) An approving opinion of Klett Rooney Lieber & Schorling, a Professional Corporation, Bond Counsel, dated the Series A Closing Date, in substantially the form attached to the Official Statement as Appendix D thereto. (ii) An opinion of the City Solicitor of the City, dated the Series A Closing Date and addressed to the Representative on behalf of the Underwriters and to Bond Counsel in form and substance reasonably acceptable to the Representative on behalf of the Underwriters and to Bond Counsel. (iii) An opinion of Grogan Graffam, P.C., Disclosure Counsel, dated the Series A Closing Date and addressed to the Representative on behalf of the Underwriters and to Bond Counsel in form and substance reasonably acceptable to the Representative on behalf of the Underwriters and to Bond Counsel. (iv) An opinion of Kirkpatrick & Lockhart Nicholson Graham LLP, counsel to the Underwriters, dated the Series A Closing Date and addressed to the Representative on behalf of the Underwriters in substantially the form attached hereto as Exhibit B. (v) A General Certificate of the City dated the Series A Closing Date, signed by such authorized officers as may be necessary or appropriate in form and substance reasonably acceptable to the Representative on behalf of the Underwriters and to Bond Counsel. (vi) Evidence that Standard & Poor's, Moody's Investors Service and Fitch Ratings have rated the Bonds "AAA", "Aaa" and "AAA", respectively, which ratings will remain in effect through the Series A Closing Date. (vii) Certified copies of the Authorizing Resolution. (viii) A copy of Internal Revenue Service Form 8038-G, duly executed by the City. (ix) A letter in form and substance satisfactory to the Representative of Grant Thornton LLP, (the "Verification Agent"), dated no later than the Series A Closing Date and addressed to the City, the Underwriters, and Bond Counsel (the "Verification Report") verifying the accuracy of (i) the mathematical computations of the adequacy of the maturing principal of, premium, if any, and interest earned on the obligations to be held pursuant to the Escrow Agreement together with cash deposited thereunder, if any, to provide for the payment of the principal of and interest and any premium on the Refunded Bonds to be refunded with the Series A Bonds (the "Series A Refunded Bonds") when due, and (ii) the mathematical computations of the yield for federal tax purposes on the Escrow Fund (as adjusted for transferred proceeds calculations, if any) and on the Bonds. (x) The Underwriters shall not have discovered any material error, misstatement or omission in the representations and warranties made by the City in this Agreement, which representations and warranties will be deemed to have been made again at and as of the time of each of the Closings and will the be true in all material respects. (xi) The Authorizing Resolution, the Charter, and the Enabling Act shall be in full force and effect and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except as may have been agreed or consented to by the Representative. (xii) All official action of the City relating to this Agreement and the Bonds shall be in full force and effect and shall not have been amended, modified or supplemented except as otherwise agreed to by the Underwriters. (xiii) There shall not have occurred any material adverse change or any development involving a prospective change, in the condition, financial or otherwise, of the City from that set forth in the Official Statement that in the reasonable judgment of the Representative adversely affects the market price or marketability of the Bonds on the terms and in the manner contemplated in the Official Statement. (xiv) The Representative shall have received the Official Statement, and each supplement or amendment, if any, to it, executed on behalf of the City by its Controller and Acting Director of Finance. (xv) The Underwriters and Bond Counsel shall have received a certificate of the City's Director of Finance and Budget or the Director of the Department of Finance, setting forth facts, estimates and circumstances (including covenants of the City) in existence on the Closing Date in form satisfactory to Bond Counsel sufficient to support the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and applicable rules and regulations. (xvi) The Underwriters shall have received a receipt from the City for payment for the Series A Bonds. (xvii) A Continuing Disclosure Agreement in a form reasonably acceptable to the Representative on behalf of the Underwriters shall have been executed and delivered. (xviii) The Escrow Agreement(s) shall be in form and substance reasonably satisfactory to the Representative and shall have been fully executed and delivered to the Escrow Agent. (s) Irrevocable instructions from the City to J. P. Morgan Trust Company, National Association, as paying agent for the Refunded Bonds (the "Refunded Bonds Paying Agent") to call the Series A Refunded Bonds for redemption on a date set forth in such instructions (the "Series A Redemption Date"), at a redemption price equal to 100% of the outstanding principal amount of the Series A Refunded Bonds plus accrued interest to the Series A Redemption Date. (t) The Representative and Bond Counsel shall have received such additional legal opinions, certificates and other evidence as the Underwriters or Bond Counsel reasonably deem necessary to evidence the truth and accuracy as of the Series A Closing Date of the City's representations and warranties contained in this Agreement and the Official Statement and the due performance and satisfaction by the City at or before the time of any agreements then to be performed and all conditions then to be satisfied by the City. B. On the Series B Closing Date, the following conditions shall be satisfied: (a) An approving opinion of Klett Rooney Lieber & Schorling, a Professional Corporation, Bond Counsel, dated the Series B Closing Date, in substantially the form attached to the Official Statement as Appendix D thereto. (b) An opinion of the City Solicitor of the City, dated the Series B Closing Date and addressed to the Representative on behalf of the Underwriters and to Bond Counsel in form and substance reasonably acceptable to the Representative on behalf of the Underwriters and to Bond Counsel. (c) An opinion of Grogan Graffam, P.C., Disclosure Counsel, dated the Series B Closing Date and addressed to the Representative on behalf of the Underwriters and to Bond Counsel in form and substance reasonably acceptable to the Representative on behalf of the Underwriters and to Bond Counsel. (d) An opinion of Kirkpatrick & Lockhart Nicholson Graham LLP, counsel to the Underwriters, dated the Series B Closing Date and addressed to the Representative on behalf of the Underwriters in substantially the form attached hereto as Exhibit B. (e) A General Certificate of the City dated Series B Closing Date, signed by such authorized officers as may be necessary or appropriate in form and substance reasonably acceptable to the Representative on behalf of the Underwriters and to Bond Counsel. (f) Evidence that Standard & Poor's, Moody's Investors Service and Fitch Ratings have rated the Series B Bonds "AAA," "Aaa," and "AAA", respectively, which ratings will remain in effect through the Series B Closing Date. (g) Certified copies of the Authorizing Resolution. (h) A letter in form and substance satisfactory to the Representative from the Verification Agent dated no later than the Series B Closing Date and addressed to the City and the underwriters ("the Verification Report') verifying the accuracy of (i) the mathematical computations of the adequacy of the maturing principal of premium, if any, and interest earned on the obligations to be held pursuant to the Escrow Agreement together with cash deposited thereunder, if any, to provide for the payment of the principal of and interest on the Refunded Bonds to be refunded with the Series B Bonds (the "Series B Refunded Bonds") when due, and (ii) the mathematical computations of the yield for federal tax purposes on the Escrow Fund (as adjusted for transferred proceeds calculations, if any) and on the Bonds. (i) A copy of Internal Revenue Service Form 8038-G, duly executed by the City. (j) The conditions precedent set forth in Subsections 6.A.(j), (k), (l), (m), and (n) of this Agreement shall be satisfied. (k) The Underwriters and Bond Counsel shall have received a certificate of the City's Director of Finance and Budget, setting forth facts, estimates and circumstances (including covenants of the City) in existence on the Series B Closing Date in form satisfactory to Bond Counsel sufficient to support the conclusion that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and applicable rules and regulations. (l) The Underwriters shall have received a receipt from the City for payment for the Series B Bonds. (m) A Continuing Disclosure Agreement in a form reasonably acceptable to the Representative on behalf of the Underwriters shall have been executed and delivered. (n) The Escrow Agreement(s) shall continue to be in full force and effect. (o) Irrevocable Instructions from the City to the Refunded Bonds Paying Agent to call the Series B Refunded Bonds for redemption on a date set forth in such instructions (the "Series B Redemption Date"), at a redemption price equal to 100% of the outstanding principal amount of the Series B Refunded Bonds plus accrued interest to the Series B Redemption Date. (p) All official action of the City relating to this Agreement and the Series B Bonds shall be in full force and effect and shall not have been amended, modified or supplemented except as otherwise agreed to by the Underwriters. (q) There shall not have occurred any material adverse change or any development involving a prospective change, in the condition, financial or otherwise, of the City from that set forth in the Official Statement that in the reasonable judgment of the Representative adversely affects the market price or marketability of the Bonds on the terms and in the manner contemplated in the Official Statement. (r) The Representative and Bond Counsel shall have received such additional legal opinions, certificates and other evidence as the Underwriters or Bond Counsel reasonably deem necessary to evidence the truth and accuracy as of the Series B Closing Date of the City's representations and warranties contained in this Agreement and the Official Statement and the due performance and satisfaction by the City at or before the time of any agreements then to be performed and all conditions then to be satisfied by the City. SECTION 33. Actions and Events at the Closings. At the Closings, (1) the City: (A) will deliver the Bonds to or on behalf of DTC duly executed by the City in accordance with Section 4; and (B) will deliver to the Underwriters at the Closing Site the items described in Section 6; and (C) will deliver to the Escrow Agent in immediately available funds the amount required to be deposited into the Escrow Fund pursuant to the Escrow Agreement, and (2) the Representative will deliver to the City on behalf of the Underwriters the Purchase Price in the amount set forth in Exhibit A. SECTION 34. Termination of Agreement. The Underwriters have the right to terminate their obligations under this Agreement, without liability, by notifying the City at any time after the date of this Agreement and before a Closing if: (i) (1) Legislation (including any amendment) has been introduced in or adopted by either House of the Congress of the United States or favorably reported for passage to either House of the Congress by any Committee of such House or recommended to the Congress for passage by the President of the United States, or (2) a decision has been rendered by a court of the United States or by the United States Tax Court, or (3) an order, official statement, ruling or regulation (final, temporary or proposed) has been made by or on behalf of the Treasury Department of the United States or the Internal Revenue Service or any other agency of the United States, or (4) a release or official statement has been issued by the President of the United States or by the Treasury Department of the United States or by the Internal Revenue Service, the effect of which, in any such case described in clauses (1), (2), (3), or (4) above, would be to impose, directly or indirectly, federal income taxation upon interest received on obligations of the general character of the Bonds or upon income of the general character to be derived by the City, other than as imposed on the Bonds and income from them under the federal tax laws in effect on the date of this Agreement, in such a manner as in the reasonable judgment of the Representative would materially and adversely affect the marketability or the market price of the Bonds; (ii) (1) The Constitution of the Commonwealth of Pennsylvania is amended or an amendment is proposed, or (2) legislation is enacted, or (3) a judicial decision has been rendered as to matters of Pennsylvania law, or (4) any order, ruling or regulation has been issued or proposed by or on behalf of the Commonwealth by any of its officials, agencies or departments affecting the tax status of the City, its property or income, its notes or bonds (including the Bonds) or the interest on them, which, in the reasonable judgment of the Representative, would materially and adversely affect the marketability or the market price of the Bonds; (iii) Any event has occurred or exists that, in the Representative's reasonable judgment, requires or has required an amendment of or supplement to the Official Statement under the terms of this Agreement which has not been completed to the Representative's reasonable satisfaction; (iv) There has occurred any outbreak or material escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis, the effect of which, in the reasonable judgment of the Representative, would be to materially and adversely affect the marketability or the market price of the Bonds; (v) (1) A general suspension of trading on the New York Stock Exchange has occurred and is in force, or minimum or maximum prices for trading have been fixed and are in force, or maximum ranges for prices for securities have been required and are in force on the New York Exchange, whether by virtue of a determination by such Exchange or by order of the Securities and Exchange Commission or any other governmental authority, or (2) a suspension of trading has occurred and is in force by order of the Securities and Exchange Commission, and which in either case, in the reasonable judgment of the Representative, would materially and adversely affect the marketability or market price of the Bonds; (vi) A general banking moratorium has been declared by either federal, State of New York or Commonwealth authorities and is in force; (vii) Legislation has been enacted by the federal government or the Commonwealth, a decision of any federal or Commonwealth court has been made, or a ruling or regulation (proposed, temporary or final) of the Securities and Exchange Commission or other governmental agency has been made or issued that, in the reasonable opinion of the Underwriters has the effect of requiring the contemplated offering of the Bonds or of any agreement to be registered under the Securities Act of 1933, as amended, or the Authorizing Resolutions to be registered under the Trust Indenture Act of 1939, as amended. (viii) The purchase of, and payment for, the Bonds by the Underwriters or the sale of the Bonds to the Underwriters or their resale or reoffering by the Underwriters on the terms and conditions provided in this Agreement is prohibited by any applicable law, governmental authority, board, agency or commission; (ix) The "blue sky" or securities commission of any State in the United States has withheld registration, exemption, or clearance of the offering of the Bonds because of a change in, or interpretation of, law after the date of this Agreement, the effect of which in the reasonable judgment of the Representative, would be to materially and adversely affect the marketability or market price of the Bonds, or the ability of the Underwriters to enforce contracts for the sale of the Bonds; (x) Material restrictions not in force on the date of this Agreement have been imposed on trading in securities generally or by a governmental authority or the National Association of Securities Dealers; (xi) Any amendment of or supplement to the Official Statement is distributed (whether or not such amendment or supplement was approved by the Representative prior to its distribution) that, in the reasonable opinion of the Representative, has a material and adverse effect upon the ability of the Underwriters to sell the Bonds at the contemplated offering prices; or (xii) The ratings on any of the Bonds shall have been downgraded or withdrawn by Standard & Poor's, Moody's Investors Service or Fitch Ratings the effect of which, in the opinion of the Representative, has a material and adverse effect upon the ability of the Underwriters to sell the Bonds at the contemplated offering prices. SECTION 35. Expenses. (i) Except as otherwise set forth in (b), the Underwriters are under no obligation to pay, and the City will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including, but not limited to (1) the cost of the printing or other reproduction (for distribution before, on, or after the date of this Agreement) of the Preliminary Official Statement and the Official Statement, in reasonable quantities for distribution, (2) charges made by rating agencies for the rating of the Bonds, (3) the cost of preparing this Agreement, the Escrow Agreement, the Verification Report and the definitive Bonds, (4) the fees and disbursements of Bond Counsel, Disclosure Counsel, Underwriters' Counsel, and any other experts, advisors or consultants retained by the City, including the Escrow Agent and the Verification Agent, (5) the costs of paying all agents, transfer agents and bond registrars, and (6) the fees and expenses, including travel expenses, incurred by the City in connection with the issuance, sale and delivery of the Bonds. (ii) The Underwriters will pay (1) the cost of qualifying the Bonds for sale under the Blue Sky laws of the various states chosen by the Representative, and (2) all other expenses incurred by the Underwriters in connection with their offering and distribution of the Bonds, including the cost of printing any Blue Sky Survey or Legal Investment Survey to be used in connection with such sale. (iii) In the event that either the City or the Representative have paid obligations of the other as set forth in this Section, appropriate adjustments will promptly be made. SECTION 36. Miscellaneous. (i) All notices, demands and formal actions under this Agreement will be in writing and mailed, telecopied or delivered to the following address or such other address as either of the parties shall specify; (i) If to the Underwriters: c/o Lehman Brothers 399 Park Avenue, 16th Floor New York, New York 10022 Attention: Robert Heffernan (ii) If to the City: City of Pittsburgh 414 Grant Street City-County Building Pittsburgh, Pennsylvania 15219 Attention: Director of Finance and Budget With a copy to: Klett Rooney Lieber & Schorling, a Professional Corporation One Oxford Centre 301 Grant Street, 40th Floor Pittsburgh, Pennsylvania 15219 Attention: Michael M. Lyons, Esq. (ii) This Agreement will inure to the benefit of and be binding upon its parties and their successors and assigns and does not confer any rights upon any other person. The terms "successors" and "assigns" do not include any purchaser of any of the Bonds from the Underwriters merely because of such purchase. (iii) This Agreement may not be assigned by the City or the Underwriters. (iv) If any provision of this Agreement is held or deemed to be or is, in fact, inoperative, invalid or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, this will not have the effect of rendering the provision in question inoperable or unenforceable in any other case or circumstances or of rendering any other provision of this Agreement valid, inoperative or unenforceable to any extent whatsoever. (v) This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. (vi) This Agreement may be executed in several counterparts, each of which will be regarded as an original and all of which will constitute one and the same document. (vii) Any authority, right, discretion or other power conferred upon the Underwriters or the Representative under any provision of this Agreement may be exercised jointly by them or by the Representative on behalf of all the Underwriters, and the City will be entitled to rely upon any request, notice or statement if it is given or made by the Underwriters jointly or by the Representative on behalf of all of the Underwriters. Very truly yours, LEHMAN BROTHERS on behalf of itself and NatCity Investments, Inc. By: ___________________________________ James Query Senior Vice President By our acceptance of this Agreement, given this date, we agree to be bound by the provisions of this Agreement that relate to us. CITY OF PITTSBURGH By: ___________________________________ Thomas J. Murphy Mayor SCHEDULE 1 LIST OF UNDERWRITERS Lehman Brothers NatCity Investments, Inc. EXHIBIT A BOND PRICING City of Pittsburgh General Obligation Bonds, Series A & B of 2005 Combined Advance Refunding and Forward Refunding Maturity Bond Component DateAmountRateYieldPriceYield to MaturityPremium (-Discount)Advance Refunding, 05/10/2005:09/01/20083,470,0005.000%3.220%105.539192,203.3009/01/20095,015,0005.000%3390%106398320,859.7009/01/201035,635,0005,000%3.540%107.0042,495,875.4009/01/201137,385,0005.000%3.690%107.3072,731,721.9509/01/20126,415,0005.000%3.840%107325469,898.7509/01/20134,255,0005.000%3.940%107.443316,699.6509/01/20144,465,0005.000%4.040%107380329,517.0009/01/20154,690,0005.000%4.140%107.150335,335.0009/01/20164,930,0005.000%4.210%106.545 C4.264%322,668.5009/01/20175,170,0005.000%4.240%106.287 C4.335%325,037.9009/01/20185,430,0005.000%4180%105.944 C4.404%cell322,759.20 |
116,860,000 |
|
|
|
|
8,162,576.35 |
Forward Refunding, 06/07/2005: |
|
|
|
|
|
|
|
09/01/2006 |
7,045,000 |
5.000% |
2.900% |
101521 |
|
177,604A5 |
|
09/01/2007 |
13,200,000 |
5,000% |
3.100% |
104.064 |
|
536,448.00 |
|
09/01/2008 |
28,925,000 |
5.000% |
1270% |
105.262 |
|
1,522,033.50 |
|
09/01/2009 |
28,965,000 |
5,000% |
3.450% |
106.051 |
|
1,752,672.15 |
|
|
78,135,000 |
|
|
|
|
3,988,758.10 |
|
|
194,995,000 |
|
|
|
|
12,151,334.45 |
|
|
|
|
|
|
|
|
Dated Date 05/10/2005
Delivery Date 05/10/2005
First Coupon 09/01/2005
Par Amount 194,995,000.00
Premium 12,151,334.45
Production 207,146,334.45 106.231613%
Underwriter's Discount -974,975.00 -0.500000%
Purchase Price 206,171,359.45 105.731613%
Accrued Interest
Net Proceeds 206,171,359.45
PURCHASE PRICE
Par amount of Bonds $ 194,995,000.00
Plus net Original Issue Premium 12,151,334.45
Less Underwriter's Discount - 974,975.00
Purchase Price $ 206,171,359.45
EXHIBIT B
[FORM OF OPINION OF UNDERWRITERS' COUNSEL]
May ___, 2005
Lehman Brothers,
as Representative of the Underwriters
named in the Bond Purchase Agreement
399 Park Avenue, 16th Floor
New York, New York 10022
$_____________
City of Pittsburgh
General Obligation Bonds
Refunding Series A and B of 2005
We have acted as your counsel in connection with your purchase from the City of Pittsburgh of General Obligation Bonds, Series A and B of 2005 (the "Bonds"). The City is issuing the Bonds under the terms of bond resolutions adopted by Council of the City of Pittsburgh on March ___, 2005 (the "Authorizing Resolutions"). Unless otherwise defined, capitalized terms used in this opinion have the meanings set forth in the Official Statement dated March ___, 2005 (the "Official Statement").
In connection with our opinion, we have examined such documents, proceedings and other instruments as we deem necessary or advisable relating to the authorization, issuance and sale of the Bonds including the Resolution and various opinions of counsel. We have also examined the Official Statement.
Based on the foregoing and on our conferences with counsel to and representatives of the City, its bond counsel, and your representatives, and without having undertaken any independent check or verification of the accuracy or completeness of the statements contained in the Official Statement, nothing has come to our attention that would lead us to believe that the Official Statement (except for any financial statements and other financial and statistical data included in it, as to which we express no opinion) contains any untrue statement of a material fact or omits to state a material fact required to be stated in it or necessary to make the statements in it not misleading.
We are also of the opinion that the Bonds are municipal securities under the Securities Exchange Act of 1934, as amended, and their offering, sale and delivery do not require the registration of any security under the Securities Act of 1933, as amended, and do not require the qualification of an indenture under the Trust Indenture Act of 1939, as amended. No opinion is expressed with respect to the necessity of the registration of the Bonds under the "Blue Sky" or securities laws of any state, territory or possession of the United States or of the District of Columbia.
Very truly yours,
KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP
SCHEDULE A
(Refunded maturities by series and comparison of existing debt service on refunded maturities with debt service on their refunding series)
SCHEDULE B
(Annual debt service on each new series, with total column)
SCHEDULE C
(City annual debt service before and after issuance of Series A & B and refundings)
CERTIFICATE
I, the undersigned, City Clerk of the City of Pittsburgh, Pennsylvania, Allegheny County, Pennsylvania (the "City") hereby certify that: (a) attached to this Certificate is a true, correct and complete copy of a Resolution (the "Resolution") which was duly adopted at a meeting of the City Council of the City on April _____, 2005, at which a quorum was present and acting throughout, and which was at all times open to the pubic; (b) the Resolution was duly recorded in the City's Resolution Book, and a summary of the Resolution was published as required by law in a newspaper of general circulation in the City; (c) the City met the advance notice requirements of the Pennsylvania Sunshine Act, 65 Pa. Cons. Stat ยง701 et seq. by advertising the date of the meeting and posting a notice of the meeting at the public meeting place of the City Council; and (d) the vote upon the Resolution was called and duly recorded upon the minutes and the members voted in the following manner:
YES NO ABSTAIN ABSENT
Len Bodack _________ _________ _________ _________
Twanda Carlisle _________ _________ _________ _________
James Motznik _________ _________ _________ _________
William Peduto _________ _________ _________ _________
Luke Ravenstahl _________ _________ _________ _________
Gene Ricciardi _________ _________ _________ _________
Doug Shields _________ _________ _________ _________
Sala Udin _________ _________ _________ _________
WITNESS my hand and the seal of the City on April ____, 2005.
By:
City Clerk
[SEAL]