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In order to assist the Underwriter in complying with Rule 15c2-12, the City will undertake, pursuant to the Continuing Disclosure Agreement, dated as of December , 2019 (the "Continuing Disclosure Agreement'), between the City and Urban Futures Inc., as dissemination agent (the "Dissemination Agent'), to provide annual financial information and notices of the occurrence of specified events. A description of the Disclosure Agreement is set forth in, and a form of such agreement is attached as Appendix E to, the Official Statement. Section 4. City Representations, Covenants and Agreements. The City represents and covenants and agrees with the Underwriter that as of the date hereof: (a) The City is duly organized and validly existing as municipal corporation under the general laws of the State of California (the "State") and has full right and authority to issue the Bonds under the Bond Law (as such term is defined in the Indenture). (b) The City has full legal right, power and authority to enter into the City Documents, to approve the Resolution, and to observe, perform and consummate the covenants, agreements and transactions contemplated by the City Documents and the Resolution; by all necessary official action of the City, the City has duly adopted the Resolution prior to or concurrently with the acceptance hereof and has approved the Preliminary Official Statement and the Official Statement; the Resolution are in full force and effect and have not been amended, modified, rescinded or challenged by referendum; the City has duly authorized and approved the execution and delivery of, and the performance by the City of its obligations contained in the City Documents; the City has duly authorized and approved the execution and delivery of the Official Statement; and the City is in compliance in all material respects with the obligations in connection with the execution and delivery of the Bonds on its part contained in the City Documents. (c) As of the date thereof, the Preliminary Official Statement (except for information regarding The Depository Trust Company (` DTC') and its book -entry only system, [the Insurer or the Surety Bond]) did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) From the date of delivery of the Official Statement (as hereinafter defined) up to and including the end of the underwriting period (as such term is defined in Rule 15c2-12), the Official Statement (except for information regarding DTC and its book -entry only system) does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. For purposes of this Purchase Agreement, the end of the underwriting period shall be deemed to be the Closing Date, unless the Underwriter notes the City to the contrary on or prior to such date. (e) If the Official Statement is supplemented or amended pursuant to Section 4(g), at the time of each supplement or amendment thereto and at all times subsequent thereto up to and including the Closing Date or the end of the underwriting period, as the case may be, the Official Statement as so supplemented or amended (except for information regarding DTC and its book - entry only system) will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. 55A3128