RES 87418 - Laserfiche WebLink

2. The City shall deliver or cause to be delivered to the Underwriter promptly after your acceptance hereof, two copies of the Official Statement, dated the date hereof relating to the Certificates approved for distribution by a resolution of the City (the Official Statement, including the cover pages, the appendices thereto and all information incorporated therein by reference are hereinafter referre~ collectively to as the "Official Statement," except that if the Official Statement has been amended between the date thereof and the date of Closing referred to in Section 5 hereof, the term "Official Statement" shall refer to the Official Statement as so amended). The Underwriter agrees that it will not confirm the sale of any Certificates unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Official Statement. 3. The City represents, warrants and covenants to the Underwriter that: (a) The City is and will be at the date of Closing a municipal corporation duly organized and operating pursuant to and under the laws of the State of California and has all necessary power and authority to enter into and perform its duties under the Site Lease, the Lease, the Agency Agreement, the Trust Agreement and this Contract of Purchase (collectively, the "Legal Documents") and, when executed and delivered by the respective parties thereto, the Legal Documents will constitute legal, valid and binding obligations of the City enforceable in accordance with their respective terms. (b) By official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement and the distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in the Legal Documents and the consummation by it of all other transactions contemplated by the Official Statement and this Contract of Purchase. (c) The execution and delivery of the Legal Documents and the approval and execution of the Official Statement and compliance with the provisions on the City's part contained herein and therein, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor will any such execution, delivery, 3 1739030/2