RES 86534 - Laserfiche WebLink

Memorandum shall have been repudiated by the applicable developer. or, except as described in the Offering Memorandum, any litigation or proceedings shall be pending or threatened questioning the proposed developments or seeking to enjoin the development thereof, or the City shall have received notice from the applicable developer that it will be unable to proceed with the development as described in the Offering Memorandum; (vi) any Federal or California court, authority or regulatory body shall take action materially and adversely affecting the ability of a developer to proceed with the development as contemplated by the Offering Memorandum; (vii) an event described in paragraph 8 hereof occurs which in the opinion of the Underwriter requires a supplement or amendment to the Offering Memorandum, and such supplement or amendment is not agreed to by the City: and (E) At or prior to the Closing, the Underwriter shall have received each of the following documents: (i) Opinions, in form and substance satisfactory to the City and the Underwriter, dated as of the Closing Date, of (a) Sturgis. Ness. Brunsell & Sperry A Professional Corporation, Bond Counsel, and (b) Jones Hall Hill & White, A Professional Law Corporation, Special Tax Counsel, approving, without qualification (except such qualification as may be acceptable to the Underwriter), the validity of the Bonds and the exemption of the interest thereon from federal income taxation and state personal income taxation, as described in the Offering Memorandum; (ii) Letters of Bond Counsel and of Special Tax Counsel. respectively, dated the date of the Closing and addressed to the Underwriter, to the effect that the opinions referred to in the preceding subparagraph (i) may be relied upon by the Underwriter to the same extent as if such opinions were addressed to them: (iii) A supplementary opinion, dated the date of the Closing and addressed to the Underwriter, of Bond Counsel to the effect that (i) this Purchase Contract has been duly authorized, executed and delivered by. and. assuming due authorization. execution and delivery by the Underwriter. constitutes a legal, valid and binding agreement of the City enforceable in accordance with its terms. except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought: (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification under the T~'ust Indenture Act of 1939. as amended: and (iii) the Bonds conform as to form and tenor to the description thereof contained under the caption "The Bonds" in the Offering Memorandum, and the statements contained therein under the captions "The Bonds"; The Improvement Project": "Bondowner Risks"; "Legal Opinion"; and "Tax Exemption", insofar as such statements purport to summarize certain provisions of the 191 3 Act, the Bond Law. the Bonds, the Resolution, the Proceedings or applicable provisions of the United States Internal Revenue Code, present a fair and accurate summary of such provisions: and. in connection with Bond Counsel's -6-