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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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the Official Statement to contain any untrue statement of a material fact or omits to state a <br />material fact required to be stated therein or necessary in order to make the statements <br />therein, in the light of the circumstances under which they were made, not misleading, and <br />in either such event (i) the City refuses to permit the Official Statement to be supplemented <br />to supply such statement or information in a manner satisfactory to the Underwriter or (ii) <br />the effect of the Official Statement as so supplemented is, in the judgment of the <br />Underwriter, to materially adversely affect the market price or marketability of the Bonds <br />or the ability of the Underwriter to enforce contracts for the sale, at the contemplated <br />offering prices (or yields) of the Bonds; or <br />(x) since the date of this Purchase Agreement, any materially adverse change <br />in the operations, affairs or financial condition of the City, except for changes which the <br />Official Statement discloses are expected to occur. <br />(d) at or prior to the Closing, the Underwriter shall have received each of the following <br />documents: <br />(1) executed copies of each of the City Documents; <br />(2) the Official Statement, together with any supplements or amendments thereto in <br />the event the Official Statement has been supplemented or amended, with the Official Statement <br />and each supplement or amendment (if any) signed on behalf of the City by its authorized officer; <br />(3) the Preliminary Official Statement, a certificate pursuant to Rule 15c2-12 related <br />to the Preliminary Official Statement signed on behalf of the City by authorized representatives <br />thereof, <br />(4) copies of the adopted Resolution, certified by the Clerk of the City Council as <br />having been duly enacted by the City Council of the City and as being in full force and effect; <br />(5) a certificate of the City executed by its authorized officer, dated the Closing, in <br />form and substance satisfactory to the Underwriter, to the effect that: (i) the representations and <br />warranties of the City contained in this Purchase Agreement are true and correct on and as of the <br />Closing Date with the same effect as if made on the Closing Date; (ii) except as disclosed in the <br />Preliminary Official Statement and the Official Statement, no litigation is pending or, to the best of <br />such official's knowledge, threatened against the City (a) to prohibit, restrain or enjoin the sale or <br />delivery of the Bonds; (b) in any way contesting or affecting the validity of the City Documents to <br />which the City is a party; (c) attempting to limit, enjoin or otherwise restrict or prevent the City <br />from collecting revenues and other income, and applying them pursuant to the Official Statement <br />including payments on the Bonds, and other income or the anticipated receipt of the Gas Tax <br />Revenues; or (d) in any way contesting the existence or powers of the City; and (iii) no event <br />affecting the City has occurred since the date of the Official Statement which either makes untrue <br />or incorrect in any material respect as of the Closing Date any statement or information contained <br />in the Official Statement relating to the City (excluding therefrom information relating to DTC and <br />the book -entry system, the information under the caption 'UNDERWRITING") or is not reflected <br />in the Official Statement but should be reflected therein in order to make the statements and <br />information therein relating to the City not misleading; <br />(6) A certificate of U.S. Bank National Association as trustee, dated the Closing <br />Date, signed by a duly authorized official of the Trustee, satisfactory in form and substance to the <br />Underwriter, to the effect that: (i) it is duly organized and existing under and by virtue of the laws <br />55A 1136 <br />
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