RES 88015 - Laserfiche WebLink

(b) By its acce tance of this proposal, the City approves the Preliminary Official Statement and a fina/~official to statement relating the Bonds (the "Official Statement"), which consists of the Preliminary Official Statement with such changes as may be necessary to conform the same to the provisions hereof. The City hereb authorizes the- Underwriter to use and distribute in connection with the offer and sale o?the Bonds: the Preliminary Official Statement, the Official Statement, the Resolution, this Purchase Contract and all information contained herein, and all other documents, certificates and statements furnished by the City to the Underwriter in connection with the transactions contemplated by this Purchase Contract. (c) Except as the City and the Underwriter may otherwise agree, the City will deliver to the Underwriter, at the offices of Bank of America, N.T. & S.A., San Francisco, California, or at such other location as may be desi~.ated by the Underwriter, the documents hereinafter mentioned and the Bonds, in definitive form (all Bonds being lithoSraphed on steel enSraved borders and bearing CUSIP numbers), duly executed by the City tn the manner rov~ded for in the Resolution and the Act, at 9:00 a.m. local time, on January 19, 1988 (t~ "Closing Date"), and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this section by certified 1 or official bank check payab e in clearinghouse funds (such delivery and payment being herein referred to as the "Closing"). The Bonds shall be made available to the Underwriter not later than 24 hours prior to the Closing Date for purposes of inspection and ackaging. The Bonds shall be in fully registered form and shall be registered in accordP~nce with instructions to be supplied to the City by the Underwriter. 2. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the statements of the officers and other officials of the City, as well as of the other individuals referred to herein, made in any certificates or other documents furnished pursuant to the rovision hereof; to the performance by the City of its obligations to be performed Eereunder at or prior to the Closing Date; and to the following additional conditions: (a) At the Closing Date, the Resolution, the agreement for the acquisition of the improvements being financed with Bond proceeds (the "Acquisition Agreement"), and any other applicable agreements shall be in full force and effect, and shall not have been amended, modified or supplemented, accept as may have been agreed to in writing by the Underwriter, and there shall have been taken in connection therewith, with the he issuance of the Bonds and with the transactions contemplated thereby and by this Purchase Contract, all such actions as, in the opinion of Sturgis, Ness, Brunsell & Sperry, a professional corporation ("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 the Assessment District except as specifically approved by the Underwriter; (d) Between the date hereof and the Closing Date, the market rice or marketability of the Bonds (at the yields or initial offering prices set forth in ExEibit A) shall not have been materially adversely affected, in the judgement 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