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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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5/10/2024 4:29:09 PM
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CITY CLERK
CITY CLERK - TYPE
RESOLUTIONS
DOCUMENT DATE
5/7/2024
DESTRUCT DATE
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10 <br />pursuant to the preceding sentence shall be written notice delivered to the City at or prior to the Closing <br />Date of the Bonds and shall specify a date (other than the Closing Date) to be deemed the end of the <br />underwriting period. <br />(k) Except as disclosed in the Preliminary Official Statement and the Official Statement, the <br />City has not within the last five years failed to comply in any material respect with any continuing disclosure <br />undertakings with regard to Rule 15c2-12 to provide annual reports or notices of material events specified <br />in such rule. <br />(l) The City will refrain from taking any action, or permitting any action to be taken, with <br />regard to which the City may exercise control, that results in the loss of the tax-exempt status of the interest <br />for federal income tax purposes on the Bonds. <br />(m) The financial statements relating to the receipts, expenditures and cash balances of the City <br />attached as an appendix to the Official Statement fairly represent the receipts, expenditures and cash <br />balances of the City. Except as disclosed in the Official Statement or otherwise disclosed in writing to the <br />Underwriter, there has not been any materially adverse change in the financial condition of the City or in <br />its operations since the end of the fiscal year covered by such financial statements and there has been no <br />occurrence, circumstance or combination thereof which is reasonably expected to result in any such <br />materially adverse change. <br />(n) The City will undertake, pursuant to the Continuing Disclosure Certificate, to provide <br />annual reports and notices of certain events. A description of these undertakings is set forth in an appendix <br />to the Preliminary Official Statement and will also be set forth in the Official Statement. <br />(o) The City will refrain from taking any action, or permitting any action to be taken, to reduce <br />the amount of the Installment Payments while the Bonds are Outstanding, and the City will pay the <br />Installment Payments in accordance with the Installment Sale Agreement. <br />(p) Any certificate signed by any officer of the City authorized to execute such certificate in <br />connection with the issuance of the Bonds and delivered to the Underwriter shall be deemed a representation <br />and warranty of the City to the Underwriter as to the statements made therein but not of the person signing <br />such certificate. <br />Section 8. Conditions to the Obligations of the Underwriter. The Underwriter has entered <br />into the Purchase Agreement in reliance upon the representations and warranties of the Authority and the <br />City contained herein. The obligations of the Underwriter to accept delivery of and pay for the Bonds on <br />the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects <br />of the statements of the officers and other officials of the Authority and the City, as well as authorized <br />representatives of Bond Counsel and the Trustee made in any Bonds or other documents furnished pursuant <br />to the provisions hereof; to the performance by the Authority and the City of their respective obligations to <br />be performed hereunder at or prior to the Closing Date; and to the following additional conditions: <br />(a) The representations, warranties and covenants of the Authority and the City contained <br />herein shall be true and correct at the date hereof and at the time of the Closing, as if made on the Closing <br />Date. <br />(b) At the time of Closing, the City Documents and the Authority Documents shall be in full <br />force and effect as valid and binding agreements between or among the various parties thereto, and the City <br />Documents, the Authority Documents and the Official Statement shall not have been amended, modified <br />or supplemented except as may have been agreed to in writing by the Underwriter.
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