Common use of City’s Representations and Warranties Clause in Contracts

City’s Representations and Warranties. By acceptance hereof, the City hereby represents and warrants to the Purchaser that: (a) The City is a fourth class city and political subdivision and validly organized and existing under the laws of the State of Missouri. (b) The City has complied with all provisions of the Constitution and the laws of the State of Missouri, including particularly the Act, and has full power and authority to consummate all transactions contemplated by the Ordinance and this Bond Purchase Agreement, and all other agreements relating thereto. (c) The City has duly authorized by all necessary action to be taken by the City (1) the adoption and performance of the Ordinance; (2) the execution, delivery and performance of this Bond Purchase Agreement; (3) the approval of the Preliminary Official Statement and Official Statement; (4) the execution and performance of any and all such other agreements and documents as may be required to be executed, delivered and performed by the City in order to carry out, give effect to and consummate the transactions contemplated by the Ordinance and this Bond Purchase Agreement, including without limitation the Trust Indenture dated as of June 1, 2014 between the City and BOKF, N.A. as trustee (the “Indenture”) and the Tax Compliance Agreement dated as of June 1, 2014 between the City and BOKF, N.A. as trustee (the “Tax Compliance Agreement”); and (5) the carrying out, giving effect to and consummation of the transactions contemplated by the Ordinance and this Bond Purchase Agreement. Executed counterparts of the Ordinance and all such other agreements and documents specified herein will be delivered to the Purchaser by the City at the Closing Time (as defined below). (d) The Ordinance, the Indenture, the Tax Compliance Agreement and this Bond Purchase Agreement, when executed and delivered by the City, will be the legal, valid and binding obligations of the City enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the City and further subject to the availability of equitable remedies. (e) The Bonds have been duly authorized by the City, and when issued, delivered and paid for as provided for herein and in the Ordinance, will have been duly executed, authenticated, issued and delivered and will constitute valid and binding obligations of the City enforceable in accordance with their terms and entitled to the benefits and security of the Ordinance (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the City and further subject to the availability of equitable remedies). The Bonds are obligations of the City payable from (i) special assessments that are levied and assessed upon real property benefited by the project to be constructed with the proceeds of the Bonds, (ii) to the extent required, from the first available moneys in the City’s general fund or other legally available funds, or (iii) any combination of items (i) and (ii). In the event the amounts received from special assessments are not sufficient to pay debt service on the Bonds when due, the City Administrator of the City is directed in the Ordinance to transfer moneys, to the extent required, from the first available moneys in the City’s general fund or other legally available funds in the amount of the deficiency to the principal and interest account established under the Ordinance for payment of debt service of the Bonds. In no event will the City impose any new or increased ad valorem property tax to pay principal of or interest on the Bonds without voter approval required by the constitution and laws of the State of Missouri. (f) The execution and delivery of the Ordinance, the Indenture, the Tax Compliance Agreement, this Bond Purchase Agreement, the Bonds and the Official Statement and compliance with the provisions thereof, will not conflict with or constitute on the part of the City a violation or breach of, or a default under, any existing law, regulation, court or administrative decree or order, or any agreement, ordinance, mortgage, lease or other instrument to which it is subject or by which it is or may be bound. (g) The City is not, or with the giving of notice or lapse of time or both would not be, in violation of or in default under any indenture, mortgage, deed of trust, loan agreement, Bonds or other agreement or instrument to which the City is a party or by which it is or may be bound, except for violations and defaults which individually and in the aggregate are not material to the City and will not be material to the holders of the Bonds. As of the Closing Time, no event will have occurred and be continuing which with the lapse of time or the giving of notice, or both, would constitute an event of default under the Ordinance or the Bonds. (h) The information contained in the Preliminary Official Statement dated May 12, 2014 as amended and supplemented by the Official Statement dated May 20, 2014 and in any amendment or supplement thereto that may be authorized for use by the City with respect to the Bonds (collectively, the "Official Statement"), relating to (1) the City, including the organization, operations, structure, and financial and other affairs of the foregoing, (2) the financial statements including income statements and balance sheets referred to in subsection (j) hereof, (3) application by the City of the proceeds to be received by it from the sale of the Bonds, and (4) the City's participation in the transactions contemplated by the Ordinance and this Bond Purchase Agreement is, and as of the Closing Time will be, true, correct and complete in all material respects and does not omit and will not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (i) For the purpose of enabling the Purchaser to comply with the requirements of Rule 15c2-12(b)(1) of the Securities and Exchange Commission, promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the City, hereby deems the information regarding the City contained in the Preliminary Official Statement to be "final" as of its date, except for the omission of such information as is permitted by Rule 15c2-12(b)(1), such as offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, identity of the underwriters and other terms of the Bonds depending on such matters. (j) The audited financial statements of the City contained in the Official Statement in Appendix B attached thereto, except as noted therein, present fairly and accurately the financial condition of the City as of the dates indicated and the results of its operations for the periods specified, and such financial statements are prepared in conformity with generally accepted accounting principles consistently applied in all material respects for the periods involved. (k) There has been no material adverse change in the financial condition of the City since December 31, 2012, other than as set forth in the Official Statement. (l) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the knowledge of the City, threatened against or affecting the City or, to its knowledge, any basis therefore, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Ordinance or the validity of the Bonds, the Ordinance, this Bond Purchase Agreement or any agreement or instrument to which the City is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the Ordinance. (m) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the City is a bond issuer whose arbitrage certifications may not be relied upon. Any certificate signed by any of the authorized officials of the City and delivered to the Purchaser in connection with the Closing shall be deemed a representation and warranty by the City to the Purchaser as to the statements made therein.

City’s Representations and Warranties. By acceptance hereofTo induce the Developer to enter into this agreement, the City hereby represents makes the following representations and warrants warranties to the Purchaser thatDeveloper: (a) 2.1.1 The City is a fourth class city municipal corporation and a political subdivision subdivision, duly organized, validly existing, and validly organized and existing in good standing under the laws of the State of Missouri. (b) The City has complied with all provisions of the Constitution and the laws of the State of Missouri, including particularly the Act, and has full power and authority to consummate all transactions contemplated by the Ordinance and this Bond Purchase Agreement, and all other agreements relating thereto. (c) The City has duly authorized by all necessary action to be taken by the City (1) the adoption and performance of the Ordinance; (2) the execution, delivery and performance of this Bond Purchase Agreement; (3) the approval of the Preliminary Official Statement and Official Statement; (4) the execution and performance of any and all such other agreements and documents as may be required to be executed, delivered and performed by the City in order to carry out, give effect to and consummate the transactions contemplated by the Ordinance and this Bond Purchase Agreement, including without limitation the Trust Indenture dated as of June 1, 2014 between the City and BOKF, N.A. as trustee (the “Indenture”) and the Tax Compliance Agreement dated as of June 1, 2014 between the City and BOKF, N.A. as trustee (the “Tax Compliance Agreement”); and (5) the carrying out, giving effect to and consummation of the transactions contemplated by the Ordinance and this Bond Purchase Agreement. Executed counterparts of the Ordinance and all such other agreements and documents specified herein will be delivered to the Purchaser by the City at the Closing Time (as defined below). (d) The Ordinance, the Indenture, the Tax Compliance Agreement and this Bond Purchase Agreement, when executed and delivered by the City, will be the legal, valid and binding obligations of the City enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the City and further subject to the availability of equitable remedies. (e) The Bonds have been duly authorized by the City, and when issued, delivered and paid for as provided for herein and in the Ordinance, will have been duly executed, authenticated, issued and delivered and will constitute valid and binding obligations of the City enforceable in accordance with their terms and entitled to the benefits and security of the Ordinance (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the City and further subject to the availability of equitable remedies). The Bonds are obligations of the City payable from (i) special assessments that are levied and assessed upon real property benefited by the project to be constructed with the proceeds of the Bonds, (ii) to the extent required, from the first available moneys in the City’s general fund or other legally available funds, or (iii) any combination of items (i) and (ii). In the event the amounts received from special assessments are not sufficient to pay debt service on the Bonds when due, the City Administrator of the City is directed in the Ordinance to transfer moneys, to the extent required, from the first available moneys in the City’s general fund or other legally available funds in the amount of the deficiency to the principal and interest account established under the Ordinance for payment of debt service of the Bonds. In no event will the City impose any new or increased ad valorem property tax to pay principal of or interest on the Bonds without voter approval required by the constitution and laws of the State of MissouriGeorgia. (f) 2.1.2 The execution City has the full power and delivery authority to execute and deliver this agreement and to perform all of the Ordinanceits obligations and undertakings set forth in this agreement. 2.1.3 The execution, the Indenturedelivery, the Tax Compliance Agreement, and performance of this Bond Purchase Agreement, the Bonds and the Official Statement and compliance with the provisions thereof, will not conflict with or constitute agreement have been validly authorized by all necessary action on the part of the City, and no further approvals or filings of any kind, including any approval of or filing with any governmental authority, are required by or on behalf of the City as a violation condition to the valid execution, delivery and performance by the City of this Agreement. This agreement, when duly executed and delivered by each party hereto, will be a legal, valid, and binding obligation of the City, enforceable against the City in accordance with its terms, except (i) to the extent that any or breach ofall financial obligations of the City under this agreement are limited to the availability of the Tax Increment therefor as may be specified in this agreement and (ii) enforceability may be further limited by laws, rulings, and decisions affecting remedies, by bankruptcy, insolvency, reorganization, moratorium, or a default underother laws affecting the enforceability of debtors’ or creditors rights as to political bodies and by equitable principles. 2.1.4 Neither the execution nor the delivery of this agreement or the performance of the City’s obligations and undertakings hereunder will violate any agreement, any existing lawrule, regulation, court or administrative decree or order, or any agreementstatute, ordinance, mortgagejudgment, lease decree, or other instrument to which it is subject or law by which it is or the City may be bound. (g) The City 2.1.5 No consent or approval by any governmental authority is not, or with required for the giving City’s execution and delivery of notice or lapse of time or both would not be, in violation of or in default under any indenture, mortgage, deed of trust, loan agreement, Bonds or other this agreement or instrument to which for the City is a party or by which it is or may be bound, except for violations City’s performance of any of its obligations and defaults which individually and in the aggregate are not material to the City and will not be material to the holders of the Bonds. As of the Closing Time, no event will have occurred and be continuing which with the lapse of time or the giving of notice, or both, would constitute an event of default under the Ordinance or the Bondsundertakings hereunder. (h) The information contained in the Preliminary Official Statement dated May 12, 2014 as amended and supplemented by the Official Statement dated May 20, 2014 and in any amendment or supplement thereto that may be authorized for use by the City with respect to the Bonds (collectively, the "Official Statement"), relating to (1) the City, including the organization, operations, structure, and financial and other affairs of the foregoing, (2) the financial statements including income statements and balance sheets referred to in subsection (j) hereof, (3) application by the City of the proceeds to be received by it from the sale of the Bonds, and (4) the City's participation in the transactions contemplated by the Ordinance and this Bond Purchase Agreement is, and as of the Closing Time will be, true, correct and complete in all material respects and does not omit and will not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.2.1.6 [Intentionally Omitted] (i) For the purpose of enabling the Purchaser to comply with the requirements of Rule 15c2-12(b)(1) of the Securities and Exchange Commission, promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the City, hereby deems the information regarding the City contained in the Preliminary Official Statement to be "final" as of its date, except for the omission of such information as is permitted by Rule 15c2-12(b)(1), such as offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, identity of the underwriters and other terms of the Bonds depending on such matters.2.1.7 [Intentionally Omitted] (j) The audited financial statements of the City contained in the Official Statement in Appendix B attached thereto, except as noted therein, present fairly and accurately the financial condition of the City as of the dates indicated and the results of its operations for the periods specified, and such financial statements are prepared in conformity with generally accepted accounting principles consistently applied in all material respects for the periods involved. (k) There has been no material adverse change in the financial condition of the City since December 31, 2012, other than as set forth in the Official Statement. (l) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the knowledge of the City, threatened against or affecting the City or, to its knowledge, any basis therefore, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Ordinance or the validity of the Bonds, the Ordinance, this Bond Purchase Agreement or any agreement or instrument to which the City is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the Ordinance. (m) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the City is a bond issuer whose arbitrage certifications may not be relied upon. Any certificate signed by any of the authorized officials of the City and delivered to the Purchaser in connection with the Closing shall be deemed a representation and warranty by the City to the Purchaser as to the statements made therein.2.1.8 [Intentionally Omitted]

City’s Representations and Warranties. By acceptance hereof, the The City hereby represents and warrants to the Purchaser and the Trustee that: (a) The City is and will be at Closing a fourth city of the first class city and political subdivision and validly organized subdivision, created and existing under the laws of the State of MissouriNebraska. The City is authorized pursuant to laws of the State of Nebraska to lease the Real Property to the Trustee pursuant to the License and Easement and to lease the Project from the Trustee pursuant to the Lease. (b) The City has complied with all provisions of the Constitution and the laws of the State of Missouri, including particularly the Act, and has full power and authority to consummate all enter into the transactions contemplated by the Ordinance this Certificate Purchase Agreement and this Bond Purchase Agreement, any and all other agreements relating thereto. (c) The information contained in the Offering Circular with respect to the City and its use of the proceeds of the Certificates is and, as of the date of Closing, will be correct in all material respects and does not, and at the Closing, will not omit to state any material fact required to be stated therein or necessary to make any statement made therein, in light of the circumstances under which it was made, not misleading. (d) The City has duly authorized by all necessary action to be taken by the City (1) the adoption passage and performance approval of the Ordinance; (2) the execution, delivery and performance of this Bond Certificate Purchase Agreement; (3) the execution, delivery and performance of the License and Easement, the Lease, and a Federal Tax Agreement (the “Tax Agreement”) dated as of the date of delivery of the Certificates (collectively, the “City Documents”); (4) the approval of the Preliminary Official Statement Declaration of Trust and Official Statementthe Offering Circular; (45) the execution and performance of any and all such other agreements and documents as may be required to be executed, delivered and performed by the City in order to carry out, give effect to and consummate the transactions contemplated by the Ordinance Ordinance, the City Documents and this Bond Certificate Purchase Agreement, including without limitation the Trust Indenture dated as of June 1, 2014 between the City and BOKF, N.A. as trustee (the “Indenture”) and the Tax Compliance Agreement dated as of June 1, 2014 between the City and BOKF, N.A. as trustee (the “Tax Compliance Agreement”); and (56) the carrying out, giving effect to and consummation of the transactions contemplated by the Ordinance Ordinance, the City Documents and this Bond Certificate Purchase Agreement. Executed counterparts of the Ordinance and all such other agreements and documents specified herein will be delivered to the Purchaser by the City at the Closing Time (as defined below). (de) The Ordinance, the Indenture, the Tax Compliance Agreement City Documents and this Bond Certificate Purchase Agreement, when executed and delivered by the City, will be the legal, valid and binding obligations of the City enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the City and further subject to the availability of equitable remedies. (e) The Bonds have been duly authorized by the City, and when issued, delivered and paid for as provided for herein and in the Ordinance, will have been duly executed, authenticated, issued and delivered and will constitute valid and binding obligations of the City enforceable in accordance with their terms and entitled to the benefits and security of the Ordinance (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the City and further subject to the availability of equitable remedies). The Bonds are obligations of the City payable from (i) special assessments that are levied and assessed upon real property benefited by the project to be constructed with the proceeds of the Bonds, (ii) to the extent required, from the first available moneys in the City’s general fund or other legally available funds, or (iii) any combination of items (i) and (ii). In the event the amounts received from special assessments are not sufficient to pay debt service on the Bonds when due, the City Administrator of the City is directed in the Ordinance to transfer moneys, to the extent required, from the first available moneys in the City’s general fund or other legally available funds in the amount of the deficiency to the principal and interest account established under the Ordinance for payment of debt service of the Bonds. In no event will the City impose any new or increased ad valorem property tax to pay principal of or interest on the Bonds without voter approval required by the constitution and laws of the State of Missouri. (f) The execution and delivery of the Ordinance, the Indenture, the Tax Compliance Agreement, this Bond Purchase Agreement, the Bonds and the Official Statement and compliance with the provisions thereof, will not conflict with or constitute on the part of the City a violation or breach of, or a default under, any existing law, regulation, court or administrative decree or order, or any agreement, ordinance, mortgage, lease or other instrument to which it is subject or by which it is or Except as may be bound. (g) The City is not, or with the giving of notice or lapse of time or both would not be, in violation of or in default under any indenture, mortgage, deed of trust, loan agreement, Bonds or other agreement or instrument to which the City is a party or by which it is or may be bound, except for violations and defaults which individually and in the aggregate are not material to the City and will not be material to the holders of the Bonds. As of the Closing Time, no event will have occurred and be continuing which with the lapse of time or the giving of notice, or both, would constitute an event of default under the Ordinance or the Bonds. (h) The information contained in the Preliminary Official Statement dated May 12, 2014 as amended and supplemented by the Official Statement dated May 20, 2014 and in any amendment or supplement thereto that may be authorized for use by the City with respect to the Bonds (collectively, the "Official Statement"), relating to (1) the City, including the organization, operations, structure, and financial and other affairs of the foregoing, (2) the financial statements including income statements and balance sheets referred to in subsection (j) hereof, (3) application by the City of the proceeds to be received by it from the sale of the Bonds, and (4) the City's participation in the transactions contemplated by the Ordinance and this Bond Purchase Agreement is, and as of the Closing Time will be, true, correct and complete in all material respects and does not omit and will not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (i) For the purpose of enabling the Purchaser to comply with the requirements of Rule 15c2-12(b)(1) of the Securities and Exchange Commission, promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the City, hereby deems the information regarding the City contained in the Preliminary Official Statement to be "final" as of its date, except for the omission of such information as is permitted by Rule 15c2-12(b)(1), such as offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, identity of the underwriters and other terms of the Bonds depending on such matters. (j) The audited financial statements of the City contained in the Official Statement in Appendix B attached thereto, except as noted therein, present fairly and accurately the financial condition of the City as of the dates indicated and the results of its operations for the periods specified, and such financial statements are prepared in conformity with generally accepted accounting principles consistently applied in all material respects for the periods involved. (k) There has been no material adverse change in the financial condition of the City since December 31, 2012, other than as set forth in the Official Statement. (l) There Offering Circular, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body body, pending or, to the knowledge of the City, threatened against or affecting the City or, to its knowledge, any basis therefore, wherein an unfavorable decision, ruling or finding would materially adversely affect (i) the transactions contemplated hereby or by the Ordinance or Offering Circular, (ii) the validity or enforceability in accordance with their respective terms of the Bonds, the Ordinance, this Bond Purchase Agreement City Documents or any agreement or instrument to which the City is a party and which is party, used or contemplated for use in the consummation of the transactions contemplated hereby or by the OrdinanceOffering Circular, (iii) the tax-exempt status of the Interest Component of the Basic Rent Payments to be distributed to Certificate owners, or (iv) the existence or powers of the City. (mg) The execution and delivery by the City of the City Documents and the other documents contemplated hereby and by the Offering Circular to be executed and delivered by the City, and compliance with the provisions thereof, and the approval of the use of the Offering Circular do not conflict with or constitute on the part of the City a breach of or a default under any existing law, court or administrative regulation, decree, order, agreement, indenture, mortgage, lease, note or other obligation or instrument to which the City is subject, or by which it may be bound. (h) The financial statements of the City for the fiscal year ended September 30, 2016, audited by Xxxxxxxxx Associates, P.C., Lexington, Nebraska, except as noted therein, present fairly and accurately the financial condition of the City as of the date indicated and the results of its operations for the period specified, and such financial statements are prepared in accordance with the accounting principles described in the notes to the financial statements consistently applied in all material respects for the period involved. (i) The City has not not, since September 30, 2016, incurred any material liabilities and there has been notified no material adverse change in the condition of any listing the City, financial or proposed listing by otherwise, other than as set forth in the Internal Revenue Service to the effect that the City is a bond issuer whose arbitrage certifications may not be relied upon. Offering Circular. (j) Any certificate signed by any of the an authorized officials official of the City and delivered to the Purchaser in connection with the Closing shall be deemed a representation and warranty by the City to the Purchaser as to the statements made therein. (k) The City agrees to reasonably cooperate with the Purchaser in any endeavor to qualify the Certificates for offering and sale under the securities or “Blue Sky” laws of such jurisdictions of the United States as the Purchaser may request; provided, however, that the City shall not be required with respect to the offer or sale of the Certificates, or otherwise, to file written consent to suit or to file written consent to service of process in any jurisdiction. The City consents to the use of drafts of the Preliminary Offering Circular, the Preliminary Offering Circular and drafts of the Offering Circular prior to the availability of the Offering Circular, by the Purchaser in obtaining such qualifications, subject to the right of the City to withdraw such consent for cause by written notice to the Purchaser. The Purchaser shall pay all expenses and costs (including registration and filing fees) incurred in connection therewith.

City’s Representations and Warranties. By acceptance hereofTo induce Contractor to enter into this Agreement, City makes the following representations and warranties to Contractor: a. Each of the Recitals set forth in this Agreement is true and correct. b. The Public Building Authority of Blue Springs (the "Authority"), a Missouri corporation, has issued its Leasehold Revenue Bonds (the "Bonds") in two series to finance certain facilities for use by the City, including the Facility. The Facility is owned by the Authority, free and clear of all liens and encumbrances except those listed on the Schedule of Liens and Encumbrances attached hereto as Exhibit “A’ and incorporated herein by this reference, and has been leased to the City under the terms of the Lease Agreement, dated as of December 1, 1993, as supplemented and amended (the "Lease"). Pursuant to the Lease, the City hereby represents and warrants has the power to operate the Facility and, subject to the Purchaser that: receipt of an opinion of Bond Counsel that this Agreement will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes, to enter into this Agreement. (a) The City is a fourth class city and political subdivision and validly organized and existing under This Entire section will be amended due to refinancing the laws leasehold revenue bonds with certificates of the State of Missouriparticipation, pending rewording by bond counsel). (b) The c. City has complied with all provisions of the Constitution and the laws of the State of Missouri, including particularly the Act, and has full power and authority to consummate all transactions contemplated by the Ordinance and this Bond Purchase Agreement, and all other agreements relating thereto. (c) legal rights to enter into and perform this Agreement. The Mayor or City has duly authorized by all necessary action to be taken by Administrator of the City (1) executing this Agreement is duly and properly in office and fully authorized to execute the adoption and performance of the Ordinance; (2) the execution, delivery and performance of this Bond Purchase Agreement; (3) the approval of the Preliminary Official Statement and Official Statement; (4) the execution and performance of any and all such other agreements and documents as may be required to be executed, delivered and performed by the City in order to carry out, give effect to and consummate the transactions contemplated by the Ordinance and this Bond Purchase Agreement, including without limitation the Trust Indenture dated as of June 1, 2014 between the City and BOKF, N.A. as trustee (the “Indenture”) and the Tax Compliance Agreement dated as of June 1, 2014 between the City and BOKF, N.A. as trustee (the “Tax Compliance Agreement”); and (5) the carrying out, giving effect to and consummation of the transactions contemplated by the Ordinance and this Bond Purchase Agreement. Executed counterparts of the Ordinance and all such other agreements and documents specified herein will be delivered to the Purchaser by the City at the Closing Time (as defined below). (d) The Ordinance, the Indenture, the Tax Compliance Agreement and this Bond Purchase This Agreement, when duly authorized, executed and delivered by the Cityparties hereto, will be the legal, shall create a valid and binding obligations of the City enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the City and further subject to the availability of equitable remedies. (e) The Bonds have been duly authorized by the City, and when issued, delivered and paid for as provided for herein and in the Ordinance, will have been duly executed, authenticated, issued and delivered and will constitute valid and binding obligations of the City enforceable in accordance with their terms and entitled to the benefits and security of the Ordinance (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the City and further subject to the availability of equitable remedies). The Bonds are obligations of the City payable from (i) special assessments that are levied and assessed upon real property benefited by the project to be constructed with the proceeds of the Bonds, (ii) to the extent required, from the first available moneys in the City’s general fund or other legally available funds, or (iii) any combination of items (i) and (ii). In the event the amounts received from special assessments are not sufficient to pay debt service on the Bonds when due, the City Administrator of the City is directed in the Ordinance to transfer moneys, to the extent required, from the first available moneys in the City’s general fund or other legally available funds in the amount of the deficiency to the principal and interest account established under the Ordinance for payment of debt service of the Bonds. In no event will the City impose any new or increased ad valorem property tax to pay principal of or interest on the Bonds without voter approval required by the constitution and laws of the State of Missouri. (f) The execution and delivery of the Ordinance, the Indenture, the Tax Compliance Agreement, this Bond Purchase Agreement, the Bonds and the Official Statement and compliance with the provisions thereof, will not conflict with or constitute obligation on the part of the City, enforceable against City a violation or breach of, or a default under, any existing law, regulation, court or administrative decree or order, or any agreement, ordinance, mortgage, lease or other instrument to which it is subject or by which it is or may be boundin accordance with its terms. (g) The City is notd. Except as previously disclosed in writing to Contractor, there are no actions, suits or with the giving of notice or lapse of time or both would not be, in violation of or in default under any indenture, mortgage, deed of trust, loan agreement, Bonds or other agreement or instrument to which the City is a party or by which it is or may be bound, except for violations and defaults which individually and in the aggregate are not material to the City and will not be material to the holders of the Bonds. As of the Closing Time, no event will have occurred and be continuing which with the lapse of time or the giving of notice, or both, would constitute an event of default under the Ordinance or the Bonds. (h) The information contained in the Preliminary Official Statement dated May 12, 2014 as amended and supplemented by the Official Statement dated May 20, 2014 and in any amendment or supplement thereto that may be authorized for use by the City with respect to the Bonds (collectively, the "Official Statement"), relating to (1) the City, including the organization, operations, structure, and financial and other affairs of the foregoing, (2) the financial statements including income statements and balance sheets referred to in subsection (j) hereof, (3) application by the City of the proceeds to be received by it from the sale of the Bonds, and (4) the City's participation in the transactions contemplated by the Ordinance and this Bond Purchase Agreement is, and as of the Closing Time will be, true, correct and complete in all material respects and does not omit and will not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (i) For the purpose of enabling the Purchaser to comply with the requirements of Rule 15c2-12(b)(1) of the Securities and Exchange Commission, promulgated under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the City, hereby deems the information regarding the City contained in the Preliminary Official Statement to be "final" as of its date, except for the omission of such information as is permitted by Rule 15c2-12(b)(1), such as offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, identity of the underwriters and other terms of the Bonds depending on such matters. (j) The audited financial statements of the City contained in the Official Statement in Appendix B attached thereto, except as noted therein, present fairly and accurately the financial condition of the City as of the dates indicated and the results of its operations for the periods specified, and such financial statements are prepared in conformity with generally accepted accounting principles consistently applied in all material respects for the periods involved. (k) There has been no material adverse change in the financial condition of the City since December 31, 2012, other than as set forth in the Official Statement. (l) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body proceedings pending or, to the knowledge of the City, threatened against City relating to the Facility. Except as previously disclosed in writing to Contractor, City is not in violation or affecting default with respect to any applicable law or regulation which affects the City or, to its knowledge, any basis therefore, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Ordinance Facility or the validity condition (financial or otherwise) of the Bonds, the Ordinance, this Bond Purchase Agreement or any agreement or instrument to which the City is a party and which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the OrdinanceCity. (m) The e. City has not been notified granted to any person or entity not a party to this Agreement any rights of use or occupancy of the Facility, or any part or portion thereof, including, but not limited to, any leasehold rights or interests. f. The Facility is adequate and in sufficiently good condition for Contractor to operate a golf course, pro shop, clubhouse, maintenance shop and other services contemplated by the terms of this Agreement. The Facility has all water and utility hook-ups necessary to operate the golf course, pro shop, clubhouse, maintenance shop and other services contemplated by the terms of this Agreement. g. To the best of City’s knowledge, City further represents and warrants (and such further representations shall remain in full force and effect indefinitely, accruing to the benefit of Contractor and its successors and assigns) that: i. There are no hazardous substances on or in the Facility, whether contained in barrels, tanks, equipment (movable or fixed) or other containers deposited or located in land, water, sumps or in any other part of the Facility or incorporated into any structure on the Facility or otherwise existing thereon, except as disclosed on Exhibit B; ii. There is no pending lawsuit, agency proceeding or other xxxxx, xxxxx- 0xxx0 or administrative challenge concerning the Facility, the operation of the Facility or any condition existing thereon, and no such claim, litigation, proceeding or challenge is proposed or threatened by any person or entity, or otherwise anticipated by City, and the Facility and all operations thereon are not in violation of applicable law, and no governmental entity has served upon City any notice claiming any violation of any listing statute, ordinance or proposed listing by regulation or noting the Internal Revenue Service need for any repair, remedy, construction, alteration or installation with respect to the effect that Facility, or any change in the City is a bond issuer whose arbitrage certifications may not be relied uponmeans or methods of those conducting operations thereon; iii. Any certificate signed by The Facility (and, to the best of City’s knowledge, nearby property) has never been used for any industrial or commercial operation involving hazardous substances, the sale, storage or transport of hazardous substances, or any aspect of the authorized officials provision of services which utilize hazardous substances, drilling, mining or the production of oil, gas, minerals or other naturally occurring products, except as disclosed on Exhibit B; and iv. To the best of the City and delivered to City’s knowledge, no spills, discharges, releases, deposits or emplacements of any hazardous substance have ever occurred on or near the Purchaser in connection with the Closing shall be deemed a representation and warranty by the City to the Purchaser as to the statements made thereinFacility.