RES 90061 - Laserfiche WebLink

(a) At the Closing Date, the Bond Resolution, and any other applicable agreements shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the issuance of the Bonds and with the transactions contemplated thereby and by this Purchase Contract, all such action as, in the opinion of Sturgis, Ness, Brunsell & Sperry, a professional corporation, Emeryville, California ("Bond Counsel"), shall be necessary and appropriate; (b) At the Closing Date, the Official Statement shall be in form and substance satisfactory to the Underwriter; (c) At the Closing Date, taxes and assessments shall not be delinquent on any property within Dublin Canyon Road Reassessment District No. 1990-1 (the "Reassessment District") except as specifically approved by the Underwriter; (d) Between the date hereof and the Closing Date, the market price or marketability of the Bonds (at the yields or initial offering prices set forth in Exhibit A) shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced by a written notice to the City terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of the introduction or enactment of any legislation or regulation of any governmental agency, the pendency of any litigation, war or other national calamity; (e) At or prior to the Closing Date, the Underwriter shall have received two counterpart originals or certified copies of the following documents, in each case satisfactory in form and substance to the Underwriter; (i) The Official Statement, executed on behalf of the City by its Mayor or its Finance Director or such other official(s) as may be approved by the Underwriter; (ii) A transcript of all proceedings taken by the City relating to the authorization, issuance, sale and delivery of the Bonds; (iii) The unqualified opinion of Bond Counsel, dated the Closing Date and addressed to the city, in the form attached hereto as Exhibit "B"; (iv) The supplemental opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter, in a form acceptable to the Underwriter; (v) An opinion, dated the Closing Date, and addressed to the Underwriter, of Arnelle & Hastie, counsel to the Underwriter, to the effect that (1) the Bonds are exempt from the registration requirements of the Securities Act of