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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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(20) [the Insurance Policy issued by the Insurer, in form and substance acceptable to <br />the Underwriter]; <br />(21) [opinions of counsel and/or certificates of the Insurer as to the enforceability of <br />its [Surety Bond][Insurance Policy] and as to the accuracy of the information in the Official <br />Statement relating to the Insurer and its [Surety Bond][Insurance Policy]; and <br />(22) such additional legal opinions, certificates, instruments or other documents as <br />the Underwriter may reasonably request to evidence the truth and accuracy, as of the date of this <br />Purchase Agreement and as of the Closing Date, of the City's representations and warranties <br />contained herein and of the statements and information contained in the Official Statement and the <br />due performance or satisfaction by the City on or prior to the Closing Date of all agreements then <br />to be performed and all conditions then to be satisfied by the City. <br />All of the opinions, letters, certificates, instruments and other documents mentioned in this <br />Purchase Agreement shall be deemed to be in compliance with the provisions of this Purchase Agreement <br />if, but only if, they are in form and substance satisfactory to the Underwriter and Underwriter's Counsel. <br />If the City is unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept <br />delivery of and to pay for the Bonds contained in this Purchase Agreement, or if the obligations of the <br />Underwriter to purchase, to accept delivery of and to pay for the Bonds are terminated for any reason <br />permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the Underwriter <br />nor the City shall be under further obligations hereunder, except that the respective obligations of the City <br />and the Underwriter set forth in Section 9 of this Purchase Agreement shall continue in full force and effect. <br />Section 9. EMenses. <br />(a) Except for those expenses assigned to the Underwriter pursuant to Section 9(b) <br />hereof, the Underwriter shall be under no obligation to pay, and the City shall pay, any expenses <br />incident to the performance of the City's obligations under this Purchase Agreement and the <br />fulfillment of the conditions imposed hereunder, including but not limited to: (i) the fees and <br />disbursements of Bond Counsel and Disclosure Counsel and Urban Futures, Inc. Tustin, California <br />(the 'Municipal Advisor'); (ii) the fees and disbursements of the Trustee and Escrow Agent and <br />any verification agent counsel, auditors, engineers, insurers, consultants or others retained by the <br />City in connection with the transactions contemplated herein; (iii) the costs of preparing and <br />printing the Bonds; (iv) the costs of the printing of the Official Statement (and any amendment or <br />supplement prepared pursuant to Section 4(g) of this Purchase Agreement); and (v) any fees <br />charged by investment rating agencies for the rating of the Bonds. [As an accommodation for the <br />City, on the Closing Date, the Underwriter will deliver $ of the purchase price directly to the <br />Insurer (reflecting payment of the sum of the premium payable with respect to the Reserve Policy.] <br />The City shall also pay for any expenses upon issuance of the Bonds included in the <br />expense component of the Underwriter's discount incurred by the Underwriter which are incidental <br />to the negotiation, marketing, issuance and delivery of the Bonds, including, but not limited to, <br />intemet roadshow (if any) and meals, transportation, and lodging, if any, incurred by or on behalf <br />of the City and its representatives or employees, and any other miscellaneous closing costs. In the <br />event that the Underwriter incurs or advances the cost of any expense for which the City is <br />responsible hereunder, the City shall reimburse the Underwriter at or prior to the Closing Date; if <br />on the Closing Date, reimbursement may be included in the expense component of the <br />Underwriter's discount. <br />55A4139 <br />
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