Res13 15263 - Laserfiche WebLink

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(a) The opinion of Nossaman LLP, Irvine, California ("Bond Counsel"), approving the validity of the Bonds and stating that, subject to compliance by the Authority and the City with certain covenants, interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, but such interest is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations and interest on the Bonds is exempt from personal income taxation imposed by the State of California. Other tax consequences to holders of the Bonds, if any, will not be addressed in the opinion; � (b) A certificate of the Authority certifying that on the basis of the facts, estimates and circumstances in existence on the date of issue, it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage bonds; (c) A certificate of the Authority, signed by officers and representatives of the Authority, certifying that the officers and representatives have signed the Bonds whether by facsimile or manual signature, and that they were respectively duly authorized to execute the same; (d) The receipt of the Trustee evidencing the receipt of the purchase price of the Bonds; � (e) Certificates of the Authority and the City, certifying that there is no known litigation threatened or pending affecting the validity of the Bonds; (f) Certificates of the Authority and the City, signed by officers of the Authority and � the City, acting in their official capacity, to the effect that at the time of the sale of the Bonds, and at all times subsequent thereto up to and including the time of the delivery of the Bonds, the final official statement relating to the Bonds (the "Official Statement") did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (g) A negative assurance letter of C�uint&Thimmig LLP, San Francisc�, California ("Disclosure Counsel"), with respect to the Official Statement as described in "DISCLOSURE COUNSEL NEGATIVE ASSURANCE LETTER"below. CUSIP NUMBERS: ft is expected that the successful bidder will apply for CUSIP identification numbers for the Bonds and furnish such numbers to Bond Counsel and Disclosure Co.unsel. It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds. All expenses in relation to the printing of CUSIP numbers on the Bonds shall be paid by the Authority, but the CUSIP Service Bureau charge for the assignment of such numbers shall be paid by the successful bidder. CERTIFICATION OF REOFFERING PRICE: The successful bidder shall be required, as a condition to the issuance of the Bonds, to deliver to the Authority a certificate, in form and substance satisfactory to Bond Counsel, stating (i) that, as of the date of award, all of the Bonds were expected to be reoffered in a bona fide public offering, (ii) as of the date of award, taking into account market conditions, the bidder had no reason to believe any of the Bonds would be initially sold to the general public at prices greater than the initial offering prices, (iii) -8-