RES 85457 - Laserfiche WebLink

2. The Preliminary Offering Memorandum, including the cover page and appendices thereto, of Stone & Youngberg, dated October 15, 1985, relating to the Bonds (the "Preliminary Offering Memorandum"), as amended to conform to the terms of this Purchase Contract, including Exhibit A hereto, and with such other changes and amendments as are mutually agreed to by the City and the Underwriter, is hereinafter called the "Offering Memorandum". 3. The Bonds shall be as described in the Offering Memorandum and shall be issued and secured under the provisions of a Resolution adopted by the City Council on October 1, 1985 (the "Resolution"), authorizing the issuance of the Bonds. The Bonds and interest thereon will be payable from unpaid special assessments (the "Assessments") levied and collected with interest, in accordance with the Resolution, and from the Reserve Fund as defined and provided in the Resolution establishing the Reserve Fund. Proceeds of the sale of the Bonds will be used by the City in accordance with the Resolution to acquire and construct the Improvements (as defined in Resolution of Intention No. 82-175, adopted by the Council of the City on May 25, 1982), as amended by Resolutions No. 85-223, 85-279 and 85-350, adopted May 7, 1985, June 4, 1985 and July 16, 1985, respectively, and as described in the Offering Memorandum. The Resolution, Resolution of Intention No. 82-175 and all actions, agreements and proceedings related thereto had and taken pursuant to the Municipal Improvement Act of 1913 (the "1913 Act"), the Improvement Bond Act of 1915 (the "Bond Law") and all other applicable laws are herein collectively referred to as the "Proceedings". 4. Any action under this Purchase Contract taken by Stone & Youngberg, including payment for and acceptance of the Bonds, and delivery and execution of any receipt for the Bonds and any other instruments in connection with the Closing, shall be valid and sufficient for all purposes and binding upon the Underwriter, provided that any such action shall not impose any obligation or liability upon the Underwriter other than as may arise as expressly set forth in this Purchase Contract. 5. It shall be a condition to the City~s obligation to sell and deliver the Bonds to the Underwriter, and to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds, that the entire $24,305,642 aggregate principal amount of the Bonds authorized by the Resolution shall be sold and delivered by the City, and purchased, accepted and paid for by the Underwriter, at the Closing. The Underwriter agrees to make a bonafide public offering of all of the Bonds, at not in excess of the initial public offering yields or prices set forth on the cover page of the Offering Memorandum, plus any interest accrued thereon from the date of the Bonds. 6. The City has furnished some, but not all, of the information contained in the Offering Memorandum and hereby authorizes the use of that information by the Underwriter in connection with the public offering and sale of the Bonds. The City approves and confirms the use by the Underwriter prior to the Closing of the Offering Memorandum in connection with the public offering of the Bonds. 2