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3 <br /> <br />(b) Delivery of Official Statement. Within seven (7) business days from the date <br />hereof, the City shall deliver to the Underwriter a final Official Statement, executed on behalf of <br />the City by authorized representatives of such entities and dated the date of delivery thereof to <br />the Underwriter, which shall include information permitted to be omitted by paragraph (b)(1) of <br />the Rule and with such other amendments or supplements as shall have been approved by the <br />Authority, the City and the Underwriter (the “Final Official Statement”) and such additional <br />conformed copies thereof as the Underwriter may reasonably request in sufficient quantities to <br />comply with the Rule and to meet potential customer requests for copies of the Official <br />Statement. The Preliminary Official Statement and the Final Official Statement, including the <br />cover pages, the appendices thereto and all information incorporated therein by reference are <br />hereinafter referred collectively to as the “Official Statement.” <br /> <br />The Underwriter agrees to comply with the Rule and applicable rules of the Municipal <br />Securities Rulemaking Board with respect to the Preliminary Official Statement and the Official <br />Statement. <br /> <br />(c) Continuing Disclosure Certificate. In order to enable the Underwriter to comply <br />with Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”), the City will execute <br />and deliver a Continuing Disclosure Certificate, dated as of _____ 1, 2017 (the “Continuing <br />Disclosure Certificate”). <br /> <br />5. The Closing. At 8:00 a.m., California time, on _____, 2017, or at such other <br />time or on such earlier or later business day as shall have been mutually agreed upon by the <br />Authority, the City and the Underwriter (the “Closing Date”), the Authority will deliver (i) the <br />Bonds in definitive form to the Underwriter in such city as the Underwriter shall request, and <br />(ii) the closing documents hereinafter mentioned at the offices of Jones Hall, A Professional Law <br />Corporation, San Francisco, California, or another place to be mutually agreed upon by the <br />Authority, the City and the Underwriter. The Underwriter will accept such delivery and pay the <br />purchase price of the Bonds as set forth in Section 1 hereof in immediately available funds to <br />the order of the Trustee on behalf of the Authority. This payment and delivery, together with the <br />delivery of the aforementioned documents, is herein called the “Closing.” The Bonds will be <br />delivered in such denominations and deposited in the account or accounts specified by the <br />Underwriter pursuant to written notice given by the Underwriter not later than five business days <br />prior to Closing. The Bonds will be made available to the Underwriter for inspection and <br />packaging not less than 48 hours prior to the Closing. <br /> <br />6. Authority Representations, Warranties and Covenants. The Authority <br />represents, warrants and covenants to the Underwriter that: <br /> <br />(a) Due Organization, Existence and Authority. The Authority is a joint powers <br />authority, duly organized and existing under the laws of the State of California (the “State”), <br />including the Joint Exercise of Powers Act (Government Code Section 6500 et seq.) (the “Act”), <br />with full right, power and authority to issue the Bonds and to execute, deliver and perform its <br />obligations under the Bonds, this Bond Purchase Agreement, the Installment Purchase Contract <br />and the Indenture (collectively, this Bond Purchase Agreement, the Installment Purchase <br />Contract and the Indenture are referred to herein as the “Authority Documents”) and to carry <br />out and consummate the transactions contemplated by the Authority Documents and described <br />in the Official Statement. <br /> <br />8.C. - Page 225