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RES 2024025
City of Pleasanton
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CITY CLERK
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2020-present
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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
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13 <br />(iii) The Preliminary Official Statement, and the Official Statement signed by <br />authorized officials of the Authority and the City; <br />(iv) The City Documents and the Authority Documents duly executed and delivered <br />by the respective parties thereto, with only such amendments, modifications or supplements as may <br />have been agreed to in writing by the Underwriter; <br />(v) A certification of the City that the insurance required to be in effect on the Closing <br />Date under the Installment Sale Agreement is in fact in effect as of such date; <br />(vi) The approving opinion of Bond Counsel dated the Closing Date and addressed to <br />the City, in substantially the forms attached as an appendix to the Official Statement, and reliance <br />letters thereon addressed to the Underwriter and the Trustee; <br />(vii) A supplemental opinion of Bond Counsel dated the Closing Date and addressed to <br />the Underwriter, to the effect that: <br />(A) the statements on the cover of the Official Statement and in the Official <br />Statement under the captions “INTRODUCTION,” “FINANCING PLAN,” “THE 2024 <br />BONDS,” “SECURITY FOR THE 2024 BONDS” and “TAX MATTERS” and in <br />Appendices C and E, excluding any material that may be treated as included under such <br />captions and appendices by any cross-reference, insofar as such statements expressly <br />summarize provisions of the Bonds, the City Documents, the Authority Documents and <br />Bond Counsel’s final opinion concerning the Bonds or state legal conclusions with respect <br />to the matters covered by such final opinions, present a fair and accurate summary of the <br />provisions thereof, provided that Bond Counsel need not express any opinion with respect <br />to any financial or statistical data contained therein or with respect to the book-entry system <br />in which the Bonds are initially issued; <br />(B) The City Documents and the Authority Documents have been duly <br />authorized, executed and delivered by the Authority and the City, as applicable, and are the <br />valid, legal and binding agreements of the Authority and the City, as applicable, <br />enforceable in accordance with their respective terms, except that the rights and obligations <br />thereunder are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent <br />conveyance and other similar laws affecting creditors’ rights, to the application of equitable <br />principles if equitable remedies are sought, to the exercise of judicial discretion in <br />appropriate cases and to limitations on legal remedies against public agencies in the State, <br />and provided that no opinion is expressed with respect to any indemnification or <br />contribution provisions contained therein; and <br />(C) The Bonds are not subject to the registration requirements of the Securities <br />Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust <br />Indenture Act of 1939, as amended; <br />(viii) Evidence that the ratings on the Bonds (both underlying and insured) are as <br />described in the Official Statement; <br />(ix) A certificate, dated the Closing Date, signed by a duly authorized officer of the <br />Authority satisfactory in form and substance to the Underwriter to the effect that: (i) the <br />representations, warranties and covenants of the Authority contained in the Purchase Agreement <br />are true and correct in all material respects on and as of the Closing Date with the same effect as if
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