|
Section 4. Any action under this Purchase Contract taken by Prudential-Bache Securities Inc.,
<br />including payment for and acceptance of the Bonds, and delivery and execution of any receipt for the
<br />Bonds and any other instruments in connection with the Closing, shall be valid and sufficient for all
<br />purposes and binding upon the Underwriter, provided that any such action shall not impose any
<br />obligation or liability upon the Underwriter other than as may arise as expressly set forth in this
<br />Purchase Contract.
<br />Section 5. It shall be a condition to the City's obligation to sell and deliver the Bonds to the
<br />Underwriter, and to the obligations of the Underwriter to purchase, to accept delivery of and to pay for
<br />the Bonds, that the entire $25,670,000 aggregate principal amount of the Bonds authorized by the
<br />Resolution shall be sold and delivered by the City, and purchased, accepted and paid for by the
<br />Underwriter, at the Closing. The Underwriter agrees to make a bona fide public offering of all of the
<br />Bonds, at not in excess of the initial public offering yields or prices set forth in the cover page of the
<br />Offering Memorandum, plus any interest accrued thereon from the date of the Bonds.
<br />Section 6. The City has furnished some, but not all, of the information contained in the Offering
<br />Memorandum and hereby authorizes the use of that information by the Underwriter in connection with
<br />the public offering and sale of the Bonds. The City approves and confirms the use by the Underwriter
<br />prior to the Closing of the Offering Memorandum in connection with the public offering of the Bonds.
<br />Section 7. The City represents and warrants to the Underwriter that:
<br />(A) The City is a municipal corporation duly organized and existing under the Constitution and
<br />laws of the State of California, and has, and at the date of the Closing will have, full legal right,
<br />power and authority (i) to enter into this Purchase Contract, (ii) to adopt the Resolution and the
<br />other Proceedings relating to the Bonds, (iii) to issue, sell and deliver the Bonds to the Underwriter
<br />as provided herein, and (iv) to carry out and consummate the transactions contemplated by this
<br />Purchase Contract, the Resolution and the Offering Memorandum;
<br />(B) The City has complied, and will at the Closing be in compliance, in all respects, with the
<br />Resolution, the 1913 Act, the Bond law and all other Proceedings;
<br />(C) By official action of the City prior to or concurrently with the acceptance hereof, the City
<br />has duly adopted the Resolution, has duly authorized and approved the execution and delivery of,
<br />and the performance by the City of the obligations contained in, the Bonds and this Purchase
<br />Contract, and has duly authorized and approved the performance by the City of its obligations
<br />contained in the Resolution and the other Proceedings, and the consummation by it of all other
<br />transactions contemplated by the Offering Memorandum, including, without limitation, the levy and
<br />collection of the Assessments and, upon recordation, the Assessments constitute valid and binding
<br />liens on the properties on which they have been levied.
<br />(D) The execution and delivery of this Purchase Contract and the Bonds, the adoption of the
<br />Resolution and the other Proceedings, and compliance with the provisions of each thereof, and the
<br />carrying out and consummation of the transactions contemplated by the Offering Memorandum, will
<br />not conflict with or constitute a breach of or a default under any applicable law or administrative
<br />regulation of the State of California or the United States, or any applicable judgment, decree,
<br />agreement or other instrument to which the City is a party or is otherwise subject;
<br />(E) To the knowledge of the City, at the time of the City's acceptance hereof and at all times
<br />subsequent thereto up to and including the time of the Closing, with respect to information
<br />describing the City and the Proceedings conducted by the City, the Offering Memorandum does
<br />not and will not contain any untrue statement of a material fact or omit to state a material fact
<br />required to be stated therein or necessary to make the statements therein, in the light of the
<br />circumstances under which they were made, not misleading;
<br />2-
<br />
|