RES 88015 - Laserfiche WebLink

in any way seeking to enjoin or restrain the City 'from approving the development of any of the property within the Assessment District, or which challenges the exemption of interest paid on the Bonds from California personal income taxation or the exclusion of interest on the Bonds from gross ~ncome for federal income tax purposes, nor to his knowledge is there any' basis therefore; (2) the City is duly or anized and validly existing as a municipal corporaUon of the State of California under the constitution and laws thereof with full leJgal right, power and authority to issue the Bonds and to perform all of its obhgations under this Purchase Contract, the Bonds, the Acquisition Agreement, and all other applicable agreements; and (3) the City has duly and validly adopted the Resoluuon, and it is in full force and effect; (vii) The final a praisal report of Mills-Carneghi-Bautovich, Inc. setting forth ap raised vaFdes for each parcel within the Assessment District not less than t~e respective appraised values set forth in the Preliminary Official Statement and a certificate of such firm, dated the Closing Date, confirming its consent to the reproduction of the appraisal report in the Official Statement and to the effect that, as of the date hereof and as of the Closing Date, the ap raisal report set forth in the Official Statement and the statem. ents in the O~Ficial Statement under the caption "Land Values" did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to made the statements contained therein, in the light of the circumstances under which they were made, not misleading; and (viii) Such additional legal opinions, certificates (including a non- arbitrage certificate), instruments and other documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the statements and information contained in the Official Statement and the due performance or satisfaction by the City at or prior to the Closing of all agreements then to be performed and all conditions then to be satisfied by the City in connection with the transactions contemplated hereby and by the Resolution and the Official Statement. All the opinions, letters, certificates, instruments and other documents mentioned in this section or elsewhere in this Purchase Contract shall be deemed to be in compliance with the terms hereof if, and only if, they are in form and substance satisfactory to the Underwriter. If any of the conditions to the obligations of the Underwriter contained in this section or elsewhere in this Purchase Contract shall not have been satisfied when and as required herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the Closing Date by written notice to the City. 3. ExpenSeS. (a) Whether or not the Underwriter accepts delivery of and pays for the Bonds as set forth herein, it shall be under no obligation to pay, and the City shall pay or cause to be paid (out of proceeds of the Bonds or any other legally available funds of the City) all expenses incident to the performance of the City's obligations hereunder, including but not limited to the cost of printing, engraving and delivering the Bonds to the Underwriter; the fees and disbursements of Bond Counsel, accountants, engineers, appraisers, economic consultants and any other experts or consultants retained by the City