|
4
<br />4821-4853-6027v3/200434-0005
<br />Trust Agreement, the Continuing Disclosure Certificate relating to the Bonds (the “Continuing
<br />Disclosure Certificate”) and this Purchase Agreement (collectively, the “Legal Documents”), to
<br />perform its obligations under the Legal Documents, and has by official action duly authorized and
<br />approved the execution and delivery of, and the performance by the City of the obligations on its part
<br />contained in the Legal Documents, (ii) to issue, sell and deliver the Bonds to the Underwriter as
<br />provided herein, and (iii) to carry out, give effect to and consummate the transactions contemplated
<br />by the Legal Documents and the Resolution.
<br />(c) The City Council has duly and validly adopted the Resolution at a meeting of the City
<br />Council duly noticed and at which a quorum was present, and the Resolution has not been modified
<br />or amended and is in full force and effect, and has duly approved the execution and delivery of the
<br />Bonds and the other Legal Documents, and the performance by the City of its obligations contained
<br />therein, and the taking of any and all action as may be necessary to carry out, give effect to and
<br />consummate the transactions contemplated by each of said documents.
<br />(d) The Bonds and the other Legal Documents have been, on or before the Closing Date
<br />will be, duly executed and delivered by the City, and, on the Closing Date, the Bonds, when
<br />authenticated and delivered to the Underwriter in accordance with the Trust Agreement, and the other
<br />Legal Documents will constitute legally valid and binding obligations, enforceable against the City in
<br />accordance with their respective terms, except as such enforcement may be limited by bankruptcy,
<br />insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or limiting
<br />creditors’ rights generally.
<br />(e) The City is, and at the Closing Date will be, in compliance, in all respects, with the
<br />Legal Documents.
<br />(f) To the best of its knowledge, the City is not in breach of or default under any
<br />applicable law or administrative regulation of the State or the United States of America or any
<br />applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or
<br />other instrument to which the City is a party or is otherwise subject, and no event has occurred and is
<br />continuing which, with the passage of time or the giving of notice, or both, would constitute a default
<br />or an event of default under any such instrument, in each case which breach or default has or may
<br />have a material adverse effect on the ability of the City to perform its obligations under the Legal
<br />Documents.
<br />(g) After due inquiry, except as may be required under blue sky or other securities laws
<br />of any state, there is no consent, approval, authorization or other action by any governmental or
<br />regulatory authority having jurisdiction over the City, other than the City Council, that has not been
<br />obtained is or will be required for the issuance and delivery of the Bonds or the consummation by the
<br />City of the other transactions contemplated by the Trust Agreement.
<br />(h) The adoption of the Resolution and the execution and delivery by the City of the
<br />Legal Documents and the approval by the City of the Official Statement and compliance with the
<br />provisions on the City’s part contained in the Legal Documents, will not conflict with, or result in a
<br />violation or breach of, or constitute a default under, any law, administrative regulation, judgment,
<br />decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other
<br />instrument to which the City is a party or is otherwise subject to, which conflict, breach or default
<br />has or may have a material adverse effect on the ability of the City to carry out its obligations under
<br />the Legal Documents, nor will any such execution, delivery, adoption or compliance result in the
|