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RES 2024025
City of Pleasanton
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CITY CLERK
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2024
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RES 2024025
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CITY CLERK
CITY CLERK - TYPE
RESOLUTIONS
DOCUMENT DATE
5/7/2024
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9 <br />be required under the Blue Sky or securities laws of any state in connection with the offering and sale of <br />the Bonds. <br />(f) The Preliminary Official Statement was as of its date, and the Official Statement is, and at <br />all times subsequent to the date of the Official Statement up to and including the Closing will be, true and <br />correct in all material respects, and the Preliminary Official Statement and the Official Statement do not <br />and up to and including the Closing will not contain any untrue statement of a material fact or omit to state <br />a material fact that is necessary to make the statements contained therein, in the light of the circumstances <br />under which they were made, not misleading. <br />(g) The City will advise the Underwriter promptly of any proposal to amend or supplement the <br />Official Statement. The City will advise the Underwriter promptly of the institution of any proceedings <br />known to it by any governmental authority prohibiting or otherwise affecting the use of the Official <br />Statement in connection with the offering, sale or distribution of the Bonds. <br />(h) As of the time of acceptance hereof and the Closing, except as disclosed in the Official <br />Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any <br />court, governmental authority, public board or body, pending, with service of process upon the City having <br />been accomplished, or threatened in writing to the City: (i) in any way questioning the corporate existence <br />of the City or the titles of the officers of the City to their respective offices; (ii) affecting, contesting or <br />seeking to prohibit, restrain or enjoin the issuance of any of the Bonds, or the collection of Gross Revenues <br />of the Water Enterprise under the Installment Sale Agreement or of any amounts pledged or to be pledged <br />to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the <br />City Documents or the consummation of the transactions contemplated thereby or hereby, contesting the <br />exclusion of the interest on the Bonds from federal taxation or the exclusion of interest on the Bonds from <br />State taxation or contesting the powers of the City or its authority to enter into the City Documents; <br />(iii) which would be likely to result in any material adverse change relating to the business, operations or <br />financial condition of the City; or (iv) contesting the completeness or accuracy of the Preliminary Official <br />Statement or the Official Statement or any supplement or amendment thereto or asserting that the <br />Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact <br />or omitted to state any material fact that is necessary to make the statements therein, in the light of the <br />circumstances under which they were made, not misleading. <br />(i) To the City’s knowledge, there is no basis for any action, suit, proceeding, inquiry or <br />investigation of the nature described in clauses (i) through (iv) of paragraph 7(h). <br />(j) Until the date which is twenty-five (25) days after the end of the underwriting period (but <br />not later than 90 days after the Closing Date), if any event shall occur of which the City is aware that would <br />cause the Official Statement to contain any untrue statement of a material fact or to omit to state a material <br />fact that is necessary in order to make the statements in the Official Statement, in light of the circumstances <br />under which they were made, not misleading (except that this representation does not include information <br />regarding DTC and its book-entry only system, the Insurer, the Insurance Policy and the Surety, as to which <br />no view is expressed), the City shall forthwith notify the Underwriter of any such event of which it has <br />knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the <br />Official Statement necessary, in the Underwriter’s reasonable opinion, so that the statements therein as so <br />supplemented will not be misleading in light of the circumstances existing at such time and the City shall <br />promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the <br />term “end of the underwriting period” means the later of such time as: (i) the Authority delivers the Bonds <br />to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting <br />syndicate, an unsold balance of the Bonds for sale to the public. Unless the Underwriter gives notice to the <br />contrary, the “end of the underwriting period” shall be deemed to be the Closing Date. Any notice delivered
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