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of the Bonds, the levy or collection of the Assessments or any other moneys or property
<br />pledged or to be pledged under the Resolution, or the pledge thereof, (c) in any way
<br />question or affect any of the rights, powers, duties or obligations of the City with respect to
<br />the Assessments or moneys and assets pledged or to be pledged to pay the principal of,
<br />premium, if any, or interest on the Bonds, (d) in any way question or affect any authority
<br />for the issuance of the Bonds, or the validity or enforceability of the Bonds or the
<br />Proceedings, or (e) in any way question or affect this Purchase Contract or the
<br />transactions contemplated by this Purchase Contract, the Proceedings, the Offering
<br />Memorandum or the documents referred to in the Offering Memorandum;
<br />(3) The City has complied with all agreements, covenants and arrangements, and
<br />satisfied all conditions, on its part to be complied with or satisfied at or prior to the Closing;
<br />and
<br />(4) To the best of their knowledge, no event affecting the City has occurred since the
<br />date of the Offering Memorandum which should be disclosed in the Offering Memorandum
<br />for the purposes for which it is necessary to disclose therein in order to make the
<br />statements not misleading in any respect;
<br />(v) An opinion, dated the date of Closing and addressed to the Underwriter, of the City
<br />Attorney, that, except as described in the Offering Memorandum, there is no action, suit,
<br />proceeding or investigation before or by any court, public board or body pending or threatened,
<br />wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization,
<br />existence or powers of the City, or the titles of its Council members and officers to their
<br />respective offices; (b) enjoin or restrain the issuance, sale and delivery of the Bonds, the
<br />collection of any other moneys or property pledged or to be pledged under the Resolution or
<br />the pledge thereof; (c) in any way question or affect any of the rights, powers, duties or
<br />obligations of the City with respect to the Assessments or the moneys and assets pledged ar
<br />to be pledged to pay the principal of, premium, if any, or interest on the Bonds; (d) in any way
<br />question or affect any authority for the issuance of the Bonds, or the validity or enforceability of
<br />the Bonds; or (e) in any way question or affect this Purchase Contract or the transactions
<br />contemplated by this Purchase Contract, the Offering Memorandum or the documents referred
<br />to in the Offering Memorandum;
<br />(vi) A Certificate dated the date of Closing, addressed to the Underwriter and signed by
<br />an officer of David P. Rhoades & Associates, San Francisco, California, to the effect that the
<br />statements and information set forth in the letter dated 1986, attached to the
<br />Offering Memorandum as Appendix B, fairly and accurately describes the aggregate minimum
<br />retail market values of the properties assessed in the Proceedings, (ii) that the letter dated
<br />1986, is referred to in the Offering Memorandum with its consent and (iii) that,
<br />in connection with its participation in the preparation of the Offering Memorandum, it has no
<br />reason to believe that the Offering Memorandum, as of the date of Closing, contained arty
<br />untrue statement of a material fact or omitted to state any material fact necessary in order to
<br />make the statements contained therein, in the light of the circumstances under which ~Y
<br />were made, not misleading;
<br />(vii) A Certificate dated the date of Closing, addressed to the Underwriter and signed by
<br />an officer of Bissell & Karn, Inc., Pleasanton, California, as the "Engineer of Work" for the
<br />Proceedings, to the effect that the statements and information in the Offering Memorandum as
<br />set forth under the captions "The Improvement Project" and "The District" and in Appendix A
<br />thereto - "Assessment Diagram", fairly and accurately describe the matters intended to be
<br />described therein and that, in connection with its participation in the preparation of the Offering
<br />Memorandum, it has no reason to believe that the Offering Memorandum, as of the date of
<br />Closing, contained any untrue statement of a material fact or omitted to state any material fact
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