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55A - RESO - GAS TAX BONDS
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11/05/2019
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55A - RESO - GAS TAX BONDS
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Last modified
10/30/2019 12:55:49 PM
Creation date
10/30/2019 11:40:51 AM
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City Clerk
Doc Type
Agenda Packet
Agency
Finance & Management Services
Item #
55A
Date
11/5/2019
Destruction Year
2024
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(5) The Underwriter understands that sales of any Bonds to any person that is a Related <br />Party to an underwriter shall not constitute sales to the Public for purposes of this Section 6. <br />Section 7. Closing. At a.m., California time, on the Closing Date or at such earlier or <br />later time or date as shall be mutually agreed upon by the City and the Underwriter, the City will, subject <br />to the terms and conditions hereof, sell and deliver the Bonds to or for the account of the Underwriter in <br />definitive form, duly executed, together with the other documents hereinafter mentioned, and, subject to <br />the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of <br />the Bonds as set forth in Section 1 hereof. Sale, delivery and payment as aforesaid shall be made at the <br />offices of Best, Best & Krieger LLP in Riverside, California (`Bond Counsel'), or such other place as shall <br />have been mutually agreed upon by the City and the Underwriter, except that the Bonds shall be delivered <br />through the FAST facilities of DTC, or at such other place as shall have been mutually agreed upon by the <br />City and the Underwriter, in fully registered, book -entry eligible form (which may be typewritten) and <br />registered in the name of Cede & Co., as nominee of DTC. The Bonds will be made available to the <br />Underwriter for checking not less than two business days prior to the Closing Date. <br />Section 8. Closing Conditions. The Underwriter has entered into this Purchase Agreement in <br />reliance upon the representations and warranties of the City contained herein and to be contained in the <br />documents and instruments to be delivered at the Closing and upon the performance by the City of the <br />obligations to be performed hereunder and under such documents and instruments to be delivered at or prior <br />to the Closing, and the Underwriter's obligations under this Purchase Agreement are and shall also be <br />subject to the following conditions: <br />(a) the representations and warranties of the City herein shall be true, complete and <br />correct on the date thereof and on and as of the Closing Date, as if made on the Closing Date; <br />(b) at the time of the Closing, the City Documents shall be in full force and effect and <br />shall not have been amended, modified or supplemented, and the Official Statement shall not have <br />been amended, modified or supplemented, except as may have been agreed to by the Underwriter; <br />(c) (1) the Underwriter shall have the right to cancel its obligation to purchase the Bonds <br />by written notification from the Underwriter to the City if at any time after the date of this Purchase <br />Agreement and prior to the Closing: <br />(i) any event shall have occurred or any fact or condition shall have become <br />known which, in the reasonable judgment of the Underwriter upon consultation with the <br />City and Disclosure Counsel (both as hereinafter defined), either (A) makes untrue or <br />incorrect in any material respect any statement or information contained in the Official <br />Statement or (B) is not reflected in the Official Statement but should be reflected therein <br />in order to make the statements and information contained therein not misleading in any <br />material respect; or <br />(ii) legislation shall be enacted, or a decision by a court of the United States <br />shall be rendered, or any action shall be taken by, or on behalf of, the Securities and <br />Exchange Commission which in the reasonable opinion of the Underwrites has the effect <br />of requiring the Bonds to be registered under the Securities Act of 1933, as amended, or <br />requires the qualification of the Indenture under the Trust Indenture Act of 1939, as <br />amended, or any laws analogous thereto relating to governmental bodies; or <br />(iii) any national securities exchange, the Comptroller of the Currency, or any <br />other governmental authority, shall impose as to the Bonds or obligations of the general <br />55Ag 133 <br />
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