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(a) The City is a municipal corporation duly organized and existing
<br />under the Constitution and laws of the State of California, and has, and at
<br />the date of the Closing will have, full legal right, power and authority (i)
<br />to enter into this Purchase Contract, (ii) to adopt the Resolution and the
<br />other Proceedings relating to the Bonds, (~ii) to issue, sell and deliver
<br />the Bonds to the Underwriter as provided herein, and (iv) to carry out and
<br />consummate the transactions contemplated by this Purchase Contract, the
<br />Resolution and the Offering Memorandum;
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<br /> (b) The City has complied, and will at the Closing be in compliance in
<br />all respects, with the Resolution, the 1913 Act, the Bond law and all other
<br />Proceedings;
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<br /> (c) By official action of the City prior to or concurrently with the
<br />acceptance hereof, the City has duly adopted the Resolution, has duly
<br />authorized and approved the execution and delivery of, and the performance
<br />by the City of the obligations contained in, the Bonds and this Purchase
<br />Contract, and has duly authorized and approved the performance b~ the City
<br />of its obligations contained in the Resolution and the other Proceedings,
<br />and the consummation by it of all other transactions contemplated by the
<br />Offering Memorandum, including, without limitation, the levy and collection
<br />of the Assessments and, upon recordation, the Assessments constitute valid
<br />and binding liens on the properties on which they have been levied;
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<br /> (d) The execution and delivery of this Purchase Contract and the
<br />Bonds, the adoption of the Resolution and the other Proceedings, and
<br />compliance with the provisions of each thereof, and the carrying out and
<br />consummation of the transactions contemplated by the Offering Memorandum,
<br />will not conflict with or constitute a breach of or a default under any
<br />applicable law or administrative regglation of the State of California or
<br />the United States, or any applicable judgment, decree, agreement or other
<br />instrument to which the City is a party or is otherwise subject;
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<br /> (e) To the knowledge of the City, at the time of the City~s acceptance
<br />hereof and at all times subsequent thereto up to and including the time of
<br />the Closing, with respect to information describing the City and the
<br />Proceedings conducted by the City, the Offering Memorandum does not and will
<br />not contain any untrue statement of a material fact or omit to state a
<br />material fact required to be stated therein or necessary to make the
<br />statements therein, in the light of the circumstances under which they were
<br />made, not misleading;
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<br /> (f) Except as described in the Offering Memorandum, there is no
<br />action, suit, proceeding or investigation before or by any court, public
<br />board or' body pending or, to the knowledge of the City, threatened, wherein
<br />an unfavorable decision, ruling or finding would: (i) affect the creation,
<br />organization, existence or powers of the City or the titles of its Council
<br />members and officers to their respective offices, (ii) enjoin or restrain
<br />the issuance, sale and delivery of the Bonds, the levy and collection of the
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