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<br />4887-1989-4478v4/200356-0620
<br />Underwriter (the “Closing Date”), the Authority will cause U.S. Bank to authenticate and deliver to
<br />the Underwriter at the office of The Depository Trust Company (“DTC”) in New York, New York,
<br />or at such other place as the Authority and the Underwriter may mutually agree upon, the Bonds in
<br />fully-registered book-entry form, duly executed and registered in the name of Cede & Co., as
<br />nominee of DTC, and, subject to the terms and conditions hereof, the Underwriter will accept such
<br />delivery and pay the purchase price of the Bonds by wire transfer payable in immediately available
<br />funds to or upon the order of the City at such place in San Francisco, California, or New York, New
<br />York, as shall have been mutually agreed upon by the Authority and the Underwriter. Such delivery
<br />of and payment for the Bonds is referred to herein as the “Closing.” The Bonds shall be made
<br />available for inspection by DTC at least one business day before the Closing.
<br />6. The Authority represents, warrants, and covenants to the Underwriter that:
<br />(a) The Authority is a joint powers authority under Article 1 of Chapter 5 of
<br />Division 7 of Title 1 of the California Government Code duly organized and validly existing under
<br />and by virtue of the laws of the State of California (the “State”).
<br />(b) The Authority has the legal right and power to issue and deliver the Bonds
<br />and to execute and deliver, and to perform its obligations under, the Indenture, the Installment
<br />Purchase Contract, the Escrow Deposit and Trust Agreement, dated as of September 1, 2024 (the
<br />“Escrow Agreement”) by and among the Authority, the City and U.S. Bank, as escrow agent (the
<br />“Escrow Agent”), and this Purchase Agreement (collectively, the “Authority Documents”). The
<br />Authority has duly authorized the issuance and delivery of the Bonds and the execution and delivery
<br />of, and performance of its obligations under, the Authority Documents and, as of the date hereof,
<br />such authorizations are in full force and effect and have not been amended, modified, or rescinded.
<br />When executed and delivered by the respective parties thereto, the Authority Documents will
<br />constitute legal, valid, and binding obligations of the Authority in accordance with their respective
<br />terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium,
<br />or similar laws, the application of equitable principles relating to or affecting creditors’ rights
<br />generally, the exercise of judicial discretion in appropriate cases, and the limitations on legal
<br />remedies against joint powers authorities in the State. The Authority has complied, and will at the
<br />Closing be in compliance in all respects, with its obligations under the Authority Documents.
<br />(c) The Bonds will be issued in accordance with the Indenture and will conform
<br />in all material respects to the descriptions thereof contained in the Official Statement. The Indenture
<br />creates a valid pledge of, first lien upon, and security interest in, the Revenues.
<br />(d) The information in the Official Statement (excluding any information with
<br />respect to DTC and the book-entry only system) is true and correct in all material respects, and the
<br />information in the Official Statement does not contain any misstatement of any material fact and does
<br />not omit any statement necessary to make the statements, in the light of the circumstances in which
<br />such statements were made, not misleading.
<br />(e) The Authority covenants with the Underwriter that for twenty-five days after
<br />the Closing Date (the “Delivery Period”), if any event occurs that might or would cause the Official
<br />Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to
<br />omit to state a material fact necessary to make the statements therein, in the light of the
<br />circumstances under which they were made, not misleading, the Authority shall notify the
<br />Underwriter thereof, and if in the opinion of the Underwriter such event requires the preparation and
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