Representations, Warranties and Covenants of the Authority. The Authority represents, warrants and covenants to the Underwriter and the City that: (a) The Authority is and will be at the date of Closing a joint exercise of powers authority organized and existing under the laws of the State of California (the “State”), including Section 6500 et seq. of the Government Code of the State of California (the “JPA Act”) with all necessary power and authority to enter into and perform its duties under the Property Lease, dated as of October 1, 2018 (the “Property Lease”), by and between the City and the Authority, the Lease Agreement, the Trust Agreement, the Assignment Agreement, and this Purchase Agreement (collectively, the “Authority Documents”). (b) The Authority has complied with all filing requirements of the JPA Act. (c) By official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has duly approved the distribution of the Preliminary Official Statement and the distribution of the Official Statement (including in electronic form), and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained, in the Authority Documents. When executed and delivered, each Authority Document will constitute the legal, valid and binding obligation of the Authority enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. (d) Prior to the date hereof, the Authority has provided to the Underwriter for its review the Preliminary Official Statement that an authorized officer of the Authority has deemed final for purposes of Rule 15c2-12, has approved the distribution of the Preliminary Official Statement and the Official Statement and has duly authorized the execution and delivery of the Official Statement (including in electronic form). The Preliminary Official Statement, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading. As of the date hereof and on the Closing, the final Official Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading. (e) The execution and delivery by the Authority of the Authority Documents and the approval and execution by the Authority of the Official Statement and compliance with the provisions on the Authority’s part contained in the Authority Documents, 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 Authority is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on the ability of the Authority to carry out its obligations under the Authority Documents, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument, except as provided by the Authority Documents. (f) The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (g) The Authority is not in breach of or default under any applicable law or administrative regulation of the State or the United States of America or any applicable judgment or decree or any loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, in each case which breach or default has or may have a material adverse effect on the ability of the Authority to perform its obligations under the Authority Documents. (h) As of the time of acceptance hereof and as of the date of Closing, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, is pending with respect to which the Authority has been served or, to the best knowledge of the officers of the Authority, threatened (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices, (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution or delivery of any of the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from gross income for federal income tax purposes or contesting the powers of the Authority to enter into the Authority Documents or (iii) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clause (i) through (iii) of this sentence. (i) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the issuance, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the Authority to the Underwriter and the City as to the statements made therein but not of the person signing such certificate. (j) The Authority will apply the proceeds of the Bonds in accordance with the Trust Agreement.
Appears in 2 contracts
Representations, Warranties and Covenants of the Authority. The Authority hereby represents, warrants and covenants to agrees with the Underwriter and the City that:
(a) The Authority is and will be at the date of Closing a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “State”), including Section 6500 et seq. of the Government Code of the State of California (the “JPA Act”) with and has all necessary power and authority to adopt the Authority Resolution (as hereinafter defined), to enter into and perform its duties under the Property LeaseIndenture, dated as of October 1, 2018 (the “Property Lease”), by and between the City and the AuthorityAssignment Agreement, the Lease Agreement, the Trust Agreement, the Assignment Agreement, Ground Lease and this Purchase Agreement Contract (collectively, the “Authority DocumentsAgreements”)) and, when executed and delivered by the respective parties thereto, each Authority Agreement will constitute legal, valid and binding obligation of the Authority enforceable in accordance with its respective terms.
(b) The board of directors (the “Board”) of the Authority has complied with all filing requirements taken official action by a resolution adopted on , 2017 (the “Authority Resolution”) adopted by a majority of the JPA Actmembers of the Board at a regular meeting duly called, noticed and conducted, at which a quorum was present and acting throughout, authorizing the execution, delivery and due performance of the Authority Agreements and the Official Statement and the taking of any and all such action as may be required on the part of the Authority to carry out, give effect to and consummate the transactions contemplated hereby.
(c) By all necessary official action of the Authority prior to or concurrently with the acceptance hereofaction, the Authority has duly approved authorized the distribution preparation and delivery of the Preliminary Official Statement and the distribution preparation, execution and delivery of the Official Statement (including in electronic form)Statement, and has duly authorized and approved the execution and delivery of, and the performance of its obligations under, the Bonds and the Authority Agreements, and the consummation by it of all other transactions contemplated by the Authority of the obligations on its part containedResolution, in the Authority DocumentsAgreements, the Preliminary Official Statement and the Official Statement. When executed and delivereddelivered by their respective parties, the Authority Agreements (assuming due authorization, execution and delivery by and enforceability against the other parties thereto) will be in full force and effect and each Authority Document will constitute the legal, valid and binding obligation agreements or obligations of the Authority Authority, enforceable in accordance with its their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ limiting creditors rights generally, the application of equitable principles, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State.
(d) Prior to the date hereof, the Authority has provided to the Underwriter for its review the Preliminary Official Statement that an authorized officer of the Authority has deemed final for purposes of Rule 15c2-12, has approved the distribution of the Preliminary Official Statement The statements and information contained in the Official Statement relating to the Authority and has duly authorized the execution Bonds (other than information relating to DTC and delivery of its book-entry only system) are correct and complete in all material respects, and the information contained in the Official Statement (including in electronic form). The Preliminary Official Statement, at the date thereof, did other than information relating to DTC and its book-entry only system) does not contain any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the such statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed)therein, in light of the circumstances under which they were made, not misleading. As of the date hereof and on the Closing, the final Official Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading.
(e) The execution and delivery by the Authority of the Authority Documents and the approval and execution by the Authority of the Official Statement and compliance with the provisions on the Authority’s part contained in the Authority Documents, 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 Authority is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on the ability of the Authority to carry out its obligations under the Authority Documents, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument, except as provided by the Authority Documents.
(f) The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds.
(g) The Authority is not in breach of or default under any applicable law or administrative regulation of the State or the United States of America or any applicable judgment or decree or any loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, in each case which breach or default has or may have a material adverse effect on the ability of the Authority to perform its obligations under the Authority Documents.
(h) As of the time of acceptance hereof and as of the date of Closinghereof, there is no action, suit, proceeding, inquiry proceeding or investigation, at law or in equity, investigation before or by any court, government agency, public board or body, is body pending with respect to which against the Authority has been served or, to the best knowledge of the officers Authority, threatened, wherein an unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or powers of the Authority, threatened (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices, (ii) affecting, contesting its members or seeking to prohibit, restrain or enjoin the execution or delivery of any of the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from gross income for federal income tax purposes or contesting the powers of the Authority to enter into the Authority Documents or (iii) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clause (i) through (iii) of this sentence.
(i) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the issuance, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the Authority to the Underwriter and the City as to the statements made therein but not of the person signing such certificate.
(j) The Authority will apply the proceeds of the Bonds in accordance with the Trust Agreement.officers;
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Authority. The Authority hereby represents, warrants and covenants to agrees with the Underwriter and the City that:
(a) The Authority is and will be at the date of Closing a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “"State”), including Section 6500 et seq. of the Government Code of the State of California (the “JPA Act”") with and has all necessary power and authority to adopt the Authority Resolution (defined below), to enter into and perform its duties under the Property Indenture, the Site Lease, dated as of October 1, 2018 (the “Property Facility Lease”), by and between the City and the Authority, the Lease Loan Agreement, the Trust Support Agreement, the Assignment Project Implementation Agreement, the Authority Continuing Disclosure Certificate and this Purchase Agreement Contract (collectively, the “"Authority Documents”Agreements").
(b) The After the City Council of the City (the "City Council") conducted a public hearing, the board of directors (the "Board") of the Authority has complied with all filing requirements taken official action by resolution adopted on [⚫], 2021 (the "Authority Resolution") adopted by the Board at a regular meeting duly called, noticed and conducted, at which a quorum was present and acting throughout, authorizing the execution, delivery and due performance of the JPA ActAuthority Agreements and the execution and delivery of the Official Statement and the taking of any and all such action as may be required on the part of the Authority to carry out, give effect to and consummate the transactions contemplated hereby.
(c) By all necessary official action of the Authority prior to or concurrently with the acceptance hereofaction, the Authority has duly approved authorized the distribution preparation and delivery of the Preliminary Official Statement and the distribution preparation, execution and delivery of the Official Statement (including in electronic form)Statement, and has duly authorized and approved the execution and delivery of, and the performance of its obligations under, the Bonds and the Authority Agreements, and the consummation by it of all other transactions contemplated to be performed by the Authority of the obligations on its part contained, in pursuant to the Authority Documents. When executed and delivered, each Authority Document 5 NTD: To be confirmed whether this will constitute the legal, valid and binding obligation of the Authority enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium separate or similar laws or equitable principles relating to or affecting creditors’ rights generally.
(d) Prior to the date hereof, the Authority has provided to the Underwriter for its review the Preliminary Official Statement that an authorized officer of the Authority has deemed final for purposes of Rule 15c2-12, has approved the distribution of the Preliminary Official Statement and the Official Statement and has duly authorized the execution and delivery of the Official Statement (including in electronic form). The Preliminary Official Statement, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading. As of the date hereof and on the Closing, the final Official Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading.
(e) The execution and delivery by the Authority of the Authority Documents and the approval and execution by the Authority of the Official Statement and compliance combined with the provisions on the Authority’s part contained in the Authority Documents, 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 Authority is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on the ability of the Authority to carry out its obligations under the Authority Documents, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument, except as provided by the Authority DocumentsCity's CDC.
(f) The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds.
(g) The Authority is not in breach of or default under any applicable law or administrative regulation of the State or the United States of America or any applicable judgment or decree or any loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, in each case which breach or default has or may have a material adverse effect on the ability of the Authority to perform its obligations under the Authority Documents.
(h) As of the time of acceptance hereof and as of the date of Closing, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, is pending with respect to which the Authority has been served or, to the best knowledge of the officers of the Authority, threatened (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices, (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution or delivery of any of the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from gross income for federal income tax purposes or contesting the powers of the Authority to enter into the Authority Documents or (iii) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clause (i) through (iii) of this sentence.
(i) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the issuance, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the Authority to the Underwriter and the City as to the statements made therein but not of the person signing such certificate.
(j) The Authority will apply the proceeds of the Bonds in accordance with the Trust Agreement.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Authority. The Authority hereby represents, warrants and covenants to agrees with the Underwriter and the City that:
(a) The Board of Directors (the “Board”) of the Authority has taken official action by resolution (the “Authority Resolution”) adopted by a majority of the members of the Board at a regular meeting duly called, noticed and conducted, at which a quorum was present and acting throughout, authorizing the execution, delivery and due performance of the Trust Agreement, the Master Facilities Lease, dated as of December 1, 2015 (the “Facilities Lease”), by and between the City and the Authority, the Facilities Sublease and this Purchase Contract (collectively, the “Authority Agreements”) and the Official Statement, and the taking of any and all such action as may be required on the part of the Authority to carry out, give effect to and consummate the transactions contemplated hereby.
(b) The Authority is and will be at the date of Closing a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “State”), including Section 6500 et seq. of the Government Code of the State of California (the “JPA Act”) with and has all necessary power and authority to adopt the Authority Resolution, and to enter into and perform its duties under the Property Lease, dated as of October 1, 2018 (the “Property Lease”), by and between the City and the Authority, the Lease Agreement, the Trust Agreement, the Assignment Agreement, and this Purchase Agreement (collectively, the “Authority Documents”).
(b) The Authority has complied with all filing requirements of the JPA ActAgreements.
(c) By all necessary official action of the Authority prior to or concurrently with the acceptance hereofaction, the Authority has duly approved authorized the distribution preparation and delivery of the Preliminary Official Statement and the distribution preparation, execution and delivery of the Official Statement (including in electronic form)Statement, and has duly authorized and approved the execution and delivery of, and the performance of its obligations under, the Bonds and the Authority Agreements, and the consummation by it of all other transactions contemplated by the Authority of the obligations on its part containedResolution, in the Authority DocumentsAgreements, the Preliminary Official Statement and the Official Statement. When executed and delivered, the Authority Agreements (assuming due authorization, execution and delivery by and enforceability against the other parties thereto) will be in full force and effect and each Authority Document will constitute the legal, valid and binding obligation agreements or obligations of the Authority Authority, enforceable in accordance with its their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting limiting creditors’ rights generally, the application of equitable principles, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State.
(d) Prior to At the date hereof, the Authority has provided to the Underwriter for its review the Preliminary Official Statement that an authorized officer time of the Authority has deemed final for purposes of Rule 15c2-12, has approved the distribution of the Preliminary Official Statement and the Official Statement and has duly authorized the execution and delivery of the Official Statement (including in electronic form). The Preliminary Official Statement, at the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading. As of the date Authority’s acceptance hereof and on at all times subsequent thereto up to and including the time of the Closing, the final information and statements in the Official Statement did under the heading “THE AUTHORITY” do not and will not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed)therein, in the light of the circumstances under which they were made, not misleading.
(e) The execution As of the date hereof, except as described in the Preliminary Official Statement, there is no action, suit, proceeding or investigation before or by any court, public board or body pending against, and delivery notice of which has been served on and received by, the Authority or, to the best knowledge of the Authority, threatened, wherein an unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or powers of the Authority, or the titles of its members or officers; (ii) in any way question or affect the validity or enforceability of Authority Agreements or the Bonds, or (iii) in any way question or affect the Purchase Contract or the transactions contemplated by the Authority of the Authority Documents and the approval and execution by the Authority of Purchase Contract, the Official Statement and compliance with the provisions on the Authority’s part contained in the Authority DocumentsStatement, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, other agreement or other instrument to which the Authority is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on relating to the ability of the Authority to carry out its obligations under the Authority Documents, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument, except as provided by the Authority DocumentsBonds.
(f) The There is no consent, approval, authorization or other order of, or filing or registration with, or certification by, any regulatory authority having jurisdiction over the Authority will advise required for the Underwriter promptly execution and delivery of any proposal to amend this Purchase Contract and the other Authority Agreements or supplement the consummation by the Authority of the other transactions contemplated by the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the BondsAgreements.
(g) Any certificate signed by any official of the Authority authorized to do so shall be deemed a representation and warranty by the Authority to the Underwriter as to the statements made therein.
(h) The Authority is not in breach of default, and at no time has the Authority defaulted in any material respect, on any bond, note or default under any applicable law or administrative regulation of the State or the United States of America other obligation for borrowed money or any applicable judgment or decree or any loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to under which the Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, in each case which breach obligation is or default has or may have a material adverse effect on the ability of the Authority to perform its obligations under the Authority Documentswas outstanding.
(hi) As If any event occurs of the time of acceptance hereof and as of the date of Closing, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, is pending with respect to which the Authority has been served orknowledge between the date of this Purchase Contract and the date of the Closing that might or would cause the Official Statement, as then supplemented or amended, to the best knowledge of the officers of the Authority, threatened (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices, (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution or delivery of any of the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from gross income for federal income tax purposes or contesting the powers of the Authority to enter into the Authority Documents or (iii) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any contain an untrue statement of a material fact or omitted to omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clause (i) through (iii) of this sentence.
(i) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the issuance, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the Authority to notify the Underwriter and if, in the City as opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the statements made therein but not of Official Statement, the person signing such certificateAuthority will cooperate with the Underwriter in causing the Official Statement to be amended or supplemented in a form and in a manner approved by the Underwriter. All expenses thereby incurred will be paid by the Authority, and the Underwriter will file, or cause to be filed, the amended or supplemented Official Statement with the MSRB’s Electronic Municipal Market Access database (“EMMA”).
(j) The Authority will apply furnish such information, execute such instruments and take such other action in cooperation with the proceeds Underwriter as the Underwriter may reasonably request in order: (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate; and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions. The Authority will not be required to execute a general or special consent to service of process or qualify to do business in accordance connection with any such qualification or determination in any jurisdiction.
(k) The Authority is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, trust agreement bond, note, resolution, agreement or other instrument to which the Authority is a party which breach or default has or may have an adverse effect on the ability of the Authority to perform its obligations under the Authority Agreements, and no event has occurred and is continuing which with the Trust Agreementpassage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the adoption, execution and delivery of the Authority Agreements, if applicable, and compliance with the provisions on the Authority’s part contained therein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the Authority is a party, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority or under the terms of any such law, regulation or instrument, except as may be provided by the Authority Agreements.
(l) Except as set forth in the Official Statement under the caption “CONTINUING DISCLOSURE,” the Authority has complied in all material respects with its continuing disclosure undertakings in the past five years.
Appears in 1 contract
Samples: Bond Purchase Contract
Representations, Warranties and Covenants of the Authority. The Authority represents, warrants warrants, and covenants to the Underwriter and the City that:
(a) The Authority is and will be at the date of Closing a joint exercise of powers power authority organized and existing under and by virtue of the Constitution and laws of the State of California (the “State”), including Section 6500 et seq. of the Government Code of the State of California (the “JPA Act”) with all necessary power and authority to enter into and perform its duties under the Property Lease, dated as of October 1, 2018 (the “Property Lease”), by and between the City and the Authority, the Lease Agreement, the Trust Agreement, the Assignment Agreement, and this Purchase Agreement (collectively, the “Authority Documents”).
(b) The Authority has complied with all filing requirements full legal right, power and authority to adopt or enter into, as the case may be, and to carry out and consummate the transactions on its part contemplated by the Authority Documents and the resolution adopted by the Governing Board of the JPA ActAuthority (the “Governing Board”) approving the execution and delivery of the Authority Documents and the issuance and sale of the Bonds (the “Authority Resolution”).
(c) By all necessary official action of action, the Governing Board has adopted the Authority prior to or concurrently with the acceptance hereof, Resolution and has duly authorized and approved the Authority Documents, has duly authorized and approved the distribution of the Preliminary Official Statement and the distribution of the Official Statement (including in electronic form)Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part containedcontained in, in the Authority DocumentsDocuments and the consummation by it of all other transactions contemplated by the Authority Documents in connection with the issuance and sale of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, each and assuming due execution and delivery by the other parties thereto, if applicable, the Authority Document Documents will constitute the legal, legally valid and binding obligation obligations of the Authority enforceable in accordance with its their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against municipal corporations in the State. The Authority has complied, and will at the Closing be in compliance in all material respects, with the terms of the Authority Documents.
(d) Prior The Authority is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to the date hereof, which the Authority is a party which breach or default has provided to or may have a materially adverse effect on the Underwriter for its review the Preliminary Official Statement that an authorized officer ability of the Authority to perform its obligations under the Authority Documents, and no event has deemed final for purposes occurred and is continuing which with the passage of Rule 15c2-12time or the giving of notice, has approved the distribution or both, would constitute such a default or event of the Preliminary Official Statement default under any such instrument; and the Official Statement and has duly authorized the adoption, execution and delivery of the Official Statement (including in electronic form). The Preliminary Official StatementAuthority Documents, at the date thereofif applicable, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading. As of the date hereof and on the Closing, the final Official Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading.
(e) The execution and delivery by the Authority of the Authority Documents and the approval and execution by the Authority of the Official Statement and compliance with the provisions on the Authority’s part contained in the Authority Documentstherein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on the ability of the Authority to carry out its obligations under the Authority Documents, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties property or assets of the Authority or under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement regulation or other instrument, except as may be provided by the Authority Documents.
(e) All material authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Authority of its obligations in connection with the Authority Documents have been duly obtained or, when required for future performance, are expected to be obtained, other than such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; except as described in or contemplated by the Preliminary Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations under the Authority Documents have been duly obtained.
(f) The Preliminary Official Statement was as of its date, and the Official Statement is, and at all times subsequent to the date of the Official Statement up to and including the Closing will be, true and correct in all material respects, and the Preliminary Official Statement and the Official Statement do not and will not contain and up to and including the Closing will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (except that this representation does not include statements in the Official Statement under the caption “UNDERWRITING” and information regarding DTC and its book-entry only system, as to which no view is expressed).
(g) The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheldStatement. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency authority prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds.
(g) The Authority is not in breach of or default under any applicable law or administrative regulation of the State or the United States of America or any applicable judgment or decree or any loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, in each case which breach or default has or may have a material adverse effect on the ability of the Authority to perform its obligations under the Authority Documents.
(h) As of the time of acceptance hereof and as of the date of Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agencygovernmental authority, public board or body, is pending pending, with respect to which service of process upon the Authority has having been served oraccomplished, or threatened in writing to the best knowledge of the officers of the Authority, threatened : (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices, ; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution issuance or delivery of any of the Bonds, or of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds Bonds, or the Authority Documents or the consummation of the transactions contemplated therebythereby or hereby, or contesting the exclusion of the interest on the Bonds from gross income for federal income tax purposes taxation, or contesting the powers of the Authority to enter into issue the Authority Documents or Bonds; (iii) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the or the levy of the parcel tax securing the Bonds; and
(iv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(i) To the Authority’s knowledge, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clause clauses (i) through (iiiiv) of this sentence.
(i) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the issuance, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the Authority to the Underwriter and the City as to the statements made therein but not of the person signing such certificateparagraph 6(h).
(j) The Until the date which is twenty-five (25) days after the “end of the underwriting period” (as hereinafter defined), if any event shall occur of which the Authority is aware that would cause the Official Statement to contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading (except that this representation does not include information regarding DTC and its book entry only system, as to which no view is expressed), the Authority shall forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate fully in furnishing any information available to it for any supplement to the Official Statement necessary, in the Underwriter’s reasonable opinion, so that the statements therein as so supplemented will apply not be misleading in the proceeds light of the circumstances existing at such time and the Authority shall promptly furnish to the Underwriter a reasonable number of copies of such supplement. As used herein, the term “end of the underwriting period” means the later of such time as: (i) the Authority delivers the Bonds to the Underwriter; or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds in accordance with for sale to the Trust Agreementpublic. Unless the Underwriter gives notice to the contrary, the “end of the underwriting period” shall be deemed to be the Closing Date. Any notice delivered pursuant to this provision shall be written notice delivered to the Underwriter at or prior to the Closing Date of the Bonds and shall specify a date (other than the Closing Date) to be deemed the “end of the underwriting period.”
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Authority. The Authority represents, warrants and covenants to the Underwriter and the City County that:
(a) The Authority is and will be at the date of Closing a joint exercise of powers authority public body, duly organized and existing under the Constitution and laws of the State of California (the “State”), including Section 6500 et seq. Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “JPA Act”) with all necessary power and authority to enter into and perform its duties under the Property Lease, dated as of October 1, 2018 (the “Property Lease”), by and between the City and the Authority, the Lease Agreement, the Trust Agreement, the Assignment Agreement, and this Purchase Agreement (collectively, the “Authority Documents”).
(b) The Authority has complied with all filing requirements of full legal right, power, and authority to adopt or enter into, as the JPA Actcase may be, and to carry out and consummate the transactions on its part contemplated by the Authority Documents.
(c) By all necessary official action of the Authority prior to or concurrently with the acceptance hereofaction, the Authority has duly authorized and approved the distribution of Authority Documents, has duly authorized and approved the Preliminary Official Statement Statement, will, by execution thereof, duly authorize and the distribution of approve the Official Statement (including in electronic form)Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part containedcontained in, in the Authority DocumentsDocuments and the consummation by it of all other transactions contemplated by the Authority Documents in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified, or rescinded. When executed and delivered, each and assuming due execution and delivery by the other parties thereto, if applicable, the Authority Document Documents will constitute the legal, legally valid and binding obligation obligations of the Authority enforceable in accordance with its their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against joint powers authorities in the State. The Authority has complied, and will at the Closing be in compliance in all material respects with the terms of the Authority Documents.
(d) Prior to the date hereofTo its knowledge, (i) the Authority is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party which breach or default has provided to or may have a materially adverse effect on the Underwriter for its review the Preliminary Official Statement that an authorized officer ability of the Authority to perform its obligations under the Authority Documents, and (ii) no event has deemed final for purposes occurred and is continuing which with the passage of Rule 15c2-12time or the giving of notice, has approved the distribution or both, would constitute such a default or event of the Preliminary Official Statement default under any such instrument; and the Official Statement and has duly authorized the adoption, execution and delivery of the Official Statement (including in electronic form). The Preliminary Official StatementAuthority Documents, at the date thereofif applicable, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading. As of the date hereof and on the Closing, the final Official Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading.
(e) The execution and delivery by the Authority of the Authority Documents and the approval and execution by the Authority of the Official Statement and compliance with the provisions on the Authority’s part contained in the Authority Documentstherein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on the ability as of the Authority to carry out its obligations under date hereof and the Authority DocumentsClosing, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties property or assets of the Authority or under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement regulation or other instrument, except as may be provided by the Authority Documents.
(fe) The Authority will advise the Underwriter promptly To its knowledge, all material authorizations, approvals, licenses, permits, notices, consents and orders of any proposal to amend governmental authority, legislative body, board, agency or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent commission having jurisdiction of the Underwritermatter that are required for the due authorization by, or which consent will not be unreasonably withheld. The would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement its obligations in connection with the offeringAuthority Documents have been duly obtained or, when required for future performance, are expected to be obtained, other than such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale or distribution of the Bonds.
(g) The Authority is not ; except as described in breach or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, notices, consents and orders of any governmental authority, board, agency or default under any applicable law or administrative regulation commission having jurisdiction of the State or matter that are required for the United States of America or any applicable judgment or decree or any loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of noticedue authorization by, or both, that would constitute a default condition precedent to or an event the absence of default under any such instrumentwhich would materially adversely affect the due performance by, in each case which breach or default has or may have a material adverse effect on the ability of the Authority to perform of its obligations under the Authority DocumentsDocuments have been duly obtained.
(hf) The Authority hereby agrees that it will notify the other parties hereto if, within the period from the date of this Purchase Agreement to and including the date twenty-five (25) days following the end of the underwriting period (as defined herein), the Authority becomes aware of the occurrence of any event, in any such case, that might cause the Official Statement (as the same may have then been supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(g) As of the time of acceptance hereof and as of the date of Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agencygovernmental authority, public board or body, is pending pending, with respect to which service of process upon the Authority has having been served oraccomplished, or threatened in writing to the best knowledge of the officers of the Authority, threatened :
(i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices, ; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution issuance or delivery of any of the Bonds, or the payment or collection of Rental Payments with respect to the Lease or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the other Authority Documents or the consummation of the transactions contemplated therebythereby or hereby, or contesting the exclusion of the interest on the Bonds from gross income for federal income tax purposes taxation or contesting the powers of the Authority or its authority to enter into issue the Authority Documents Bonds; (iii) that would be likely to result in any material adverse change relating to the business, operations or financial condition of the Authority; or (iiiiv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(h) To the Authority’s knowledge, and there is no basis for any action, suit, proceeding, inquiry inquiry, or investigation of the nature described in clause clauses (i) through (iiiiv) of this sentenceparagraph 6(g).
(i) The information in the Official Statement set forth under the caption “THE AUTHORITY” does 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.
(j) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the issuanceexecution, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the Authority to the Underwriter and the City County as to the statements made therein but not of the person signing such certificate.
(j) The Authority will apply the proceeds of the Bonds in accordance with the Trust Agreement.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Authority. The Authority hereby represents, warrants and covenants to agrees with the Underwriter and the City that:
(a) The Authority is and will be at the date of Closing a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “State”), including Section 6500 et seq. of the Government Code of the State of California (the “JPA Act”) with and has all necessary power and authority to adopt the Authority Resolution (as hereinafter defined), to enter into and perform its duties under the Property LeaseIndenture, dated as of October 1, 2018 (the “Property Lease”), by and between the City and the AuthorityAssignment Agreement, the Lease Agreement, the Trust AgreementSite Lease, the Assignment Agreement, Termination Agreement and this Purchase Agreement (collectively, the “Authority DocumentsAgreements”)) and, when executed and delivered by the respective parties thereto, each Authority Agreement will constitute legal, valid and binding obligation of the Authority enforceable in accordance with its respective terms.
(b) The board of directors (the “Board”) of the Authority has complied with all filing requirements taken official action by a resolution adopted on , 2019 (the “Authority Resolution”) adopted by a majority of the JPA Actmembers of the Board at a regular meeting duly called, noticed and conducted, at which a quorum was present and acting throughout, authorizing the execution, delivery and due performance of the Authority Agreements and the Official Statement and the taking of any and all such action as may be required on the part of the Authority to carry out, give effect to and consummate the transactions contemplated hereby.
(c) By all necessary official action of the Authority prior to or concurrently with the acceptance hereofaction, the Authority has duly approved authorized the distribution preparation and delivery of the Preliminary Official Statement and the distribution preparation, execution and delivery of the Official Statement (including in electronic form)Statement, and has duly authorized and approved the execution and delivery of, and the performance of its obligations under, the Bonds and the Authority Agreements, and the consummation by it of all other transactions contemplated by the Authority of the obligations on its part containedResolution, in the Authority DocumentsAgreements, the Preliminary Official Statement and the Official Statement. When executed and delivereddelivered by the respective parties thereto, the Authority Agreements (assuming due authorization, execution and delivery by and enforceability against the other parties thereto) will be in full force and effect and each Authority Document will constitute the legal, valid and binding obligation agreements or obligations of the Authority Authority, enforceable in accordance with its their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ limiting creditors rights generally, the application of equitable principles, the exercise of judicial discretion and the limitations on legal remedies against public entities in the State.
(d) Prior to the date hereof, the Authority has provided to the Underwriter for its review the Preliminary Official Statement that an authorized officer of the Authority has deemed final for purposes of Rule 15c2-12, has approved the distribution of the Preliminary Official Statement The statements and information contained in the Official Statement relating to the Authority and has duly authorized the execution Bonds (other than information relating to DTC and delivery of its book-entry only system) are correct and complete in all material respects, and the information contained in the Official Statement (including in electronic form). The Preliminary Official Statement, at the date thereof, did other than information relating to DTC and its book-entry only system) does not contain any an untrue statement of a material fact or omit to state any a material fact necessary in order to make the such statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed)therein, in light of the circumstances under which they were made, not misleading. As of the date hereof and on the Closing, the final Official Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading.
(e) The execution and delivery As of the date hereof, there is no action, suit, proceeding or investigation before or by any court, public board or body pending against the Authority or, to the best knowledge of the Authority, threatened, wherein an unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or powers of the Authority, or the titles of its members or officers; (ii) in any way question or affect the validity or enforceability of Authority Agreements or the Bonds, or (iii) in any way question or affect the Authority Agreements or the transactions contemplated by the Authority of the Authority Documents and the approval and execution by the Authority of Agreements, the Official Statement and compliance with the provisions on the Authority’s part contained in the Authority DocumentsStatement, will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, other agreement or other instrument to which the Authority is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on relating to the ability of the Authority to carry out its obligations under the Authority Documents, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument, except as provided by the Authority DocumentsBonds.
(f) The There is no consent, approval, authorization or other order of, or filing or registration with, or certification by, any regulatory authority having jurisdiction over the Authority will advise required for the Underwriter promptly execution and delivery of any proposal to amend this Purchase Agreement or supplement the consummation by the Authority of the other transactions contemplated by the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the BondsAgreements.
(g) The Authority is not in breach of or default under Any certificate signed by any applicable law or administrative regulation of the State or the United States of America or any applicable judgment or decree or any loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or an event of default under any such instrument, in each case which breach or default has or may have a material adverse effect on the ability official of the Authority authorized to perform its obligations under do so will be deemed a representation and warranty by the Authority Documentsto the Underwriter as to the statements made therein.
(h) As of Except as previously disclosed to the Underwriter, the Authority is not in default, and at no time of acceptance hereof and as of has the Authority defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding.
(1) If between the date of Closingthis Purchase Agreement and the date which is 25 days following the End of the Underwriting Period (as defined below), no actionany event will occur which might or would cause the Official Statement, suit, proceeding, inquiry as then supplemented or investigation, at law or in equity, before or by any court, government agency, public board or body, is pending with respect to which the Authority has been served oramended, to the best knowledge of the officers of the Authority, threatened (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices, (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution or delivery of any of the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from gross income for federal income tax purposes or contesting the powers of the Authority to enter into the Authority Documents or (iii) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained contain any untrue statement of a material fact or omitted to omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority will immediately notify the Underwriter, and there is no basis for any actionif, suit, proceeding, inquiry or investigation in the opinion of the nature described Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will at its expense supplement or amend the Official Statement in clause a form and in a manner approved by the Underwriter. “End of the Underwriting Period” will mean the later of: (i) through the Closing Date, and (iiiii) the date the Underwriter does not retain, directly or as a member of this sentence.
(i) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the issuancean underwriting syndicate, sale and delivery an unsold balance of the Bonds and delivered for sale to the public, provided that unless the Underwriter shall be deemed a representation and warranty of notifies the Authority on or prior to the Underwriter and the City Closing Date that it retains, directly or as to the statements made therein but not a member of the person signing such certificate.
(j) The Authority will apply the proceeds an underwriting syndicate, an unsold balance of the Bonds in accordance with for sale to the Trust Agreementpublic, the End of the Underwriting Period will be deemed to have occurred on the Closing Date.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Authority. The Authority represents, warrants and covenants to the Underwriter and the City that:
(a) The Authority is and will be at the date of Closing a joint exercise of powers authority public body that is duly organized and existing under the Constitution and laws of the State of California (the “State”), including Section 6500 et seq. Articles 1, 2 and 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “JPA Act”) with all necessary power and authority to enter into and perform its duties under the Property LeaseJoint Exercise of Powers Agreement, dated as of October November 1, 2018 2020 (the “Property LeaseJPA Agreement”), by and between the City and the California Statewide Communities Development Authority, the Lease Agreement, the Trust Agreement, the Assignment Agreement, and this Purchase Agreement (collectively, the “Authority Documents”).
(b) The Authority has complied with all filing requirements of full legal right, power and authority to adopt or enter into, as the JPA Actcase may be, and to carry out and consummate the transactions on its part contemplated by the Authority Documents.
(c) By all necessary official action at a regular meeting of the Authority prior to or concurrently with the acceptance hereofAuthority’s Board of Directors that was duly noticed and held, the Authority has duly authorized and approved the distribution issuance of the Bonds and the execution of the Authority Documents, has duly authorized and approved the Preliminary Official Statement Statement, will, by execution thereof, duly authorize and the distribution of approve the Official Statement (including in electronic form)Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part containedcontained in, in the Authority DocumentsDocuments and the consummation by it of all other transactions contemplated by the Authority Documents in connection with the issuance of the Bonds. As of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered, each and assuming due execution and delivery by the other parties thereto, if applicable, the Authority Document Documents will constitute the legal, legally valid and binding obligation obligations of the Authority enforceable in accordance with its their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally, or by the exercise of judicial discretion and the limitations on legal remedies against joint powers authorities in the State. The Authority has complied, and will at the Closing be in compliance in all material respects, with the terms of the Authority Documents.
(d) Prior The Authority is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of any state or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to the date hereof, which the Authority is a party which breach or default has provided to or may have a materially adverse effect on the Underwriter for its review the Preliminary Official Statement that an authorized officer ability of the Authority to perform its obligations under the Authority Documents, and no event has deemed final for purposes occurred and is continuing which with the passage of Rule 15c2-12time or the giving of notice, has approved the distribution or both, would constitute such a default or event of the Preliminary Official Statement default under any such instrument; and the Official Statement and has duly authorized the adoption, execution and delivery of the Official Statement (including in electronic form). The Preliminary Official StatementAuthority Documents, at the date thereofif applicable, did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading. As of the date hereof and on the Closing, the final Official Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed), in light of the circumstances under which they were made, not misleading.
(e) The execution and delivery by the Authority of the Authority Documents and the approval and execution by the Authority of the Official Statement and compliance with the provisions on the Authority’s part contained in the Authority Documentstherein, will not conflict in any material way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on the ability of the Authority to carry out its obligations under the Authority Documentsparty, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties property or assets of the Authority or under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement regulation or other instrument, except as may be provided by the Authority Documents.
(fe) The Authority will advise the Underwriter promptly All material authorizations, approvals, licenses, permits, consents and orders of any proposal to amend governmental authority, legislative body, board, agency or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent commission having jurisdiction of the Underwritermatter which are required for the due authorization by, or which consent will not be unreasonably withheld. The would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement its obligations in connection with the offeringAuthority Documents have been duly obtained or, when required for future performance, are expected to be obtained, other than such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale or distribution of the Bonds.
(g) The Authority is not ; except as described in breach or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or default under any applicable law or administrative regulation commission having jurisdiction of the State or matter which are required for the United States of America or any applicable judgment or decree or any loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of noticedue authorization by, or both, which would constitute a default condition precedent to or an event the absence of default under any such instrumentwhich would materially adversely affect the due performance by, in each case which breach or default has or may have a material adverse effect on the ability of the Authority to perform of its obligations under the Authority DocumentsDocuments have been duly obtained.
(hf) The Authority hereby agrees that it will notify the other parties hereto if, within the period from the date of this Purchase Agreement to and including the date that is twenty-five (25) days following the end of the underwriting period (as such term is defined below), the Authority discovers any pre-existing or subsequent fact or becomes aware of the occurrence of any event, in any such case, which might cause the Official Statement (as the same may have then been supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(g) As of the time of acceptance hereof and as of the date of Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agencygovernmental authority, public board or body, is pending pending, with respect to which service of process upon the Authority has having been served oraccomplished, or threatened in writing to the best knowledge of the officers of the Authority, threatened :
(i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices, ; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution issuance or delivery of any of the Bonds, or the payment or collection of Lease Payments with respect to the Lease or any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the other Authority Documents or the consummation of the transactions contemplated therebythereby or hereby, or contesting the exclusion of the interest on the Bonds from gross income for federal income tax purposes taxation or contesting the powers of the Authority or its authority to enter into issue the Authority Documents Bonds; (iii) which would be likely to result in any material adverse change relating to the business, operations or financial condition of the Authority; or (iiiiv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(h) To the Authority’s knowledge, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of paragraph 6(g).
(i) As of its date, the information in the Preliminary Official Statement set forth under the caption “INTRODUCTION – The Authority”, did not, and as of the date hereof, does not contain any untrue statement of a material fact, and as of its date did not, and as of the date hereof does not, omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading
(j) As of the date hereof, the information in the Official Statement set forth under the caption “INTRODUCTION – The Authority” does not, and at all times thereafter up to and including the Closing will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for .
(k) The Authority will refrain from taking any action, suitor permitting any action to be taken, proceedingwith regard to which the Authority may exercise control, inquiry or investigation that results in the loss of the nature described in clause (i) through (iii) tax-exempt status of this sentencethe interest on the Bonds.
(il) The Authority will refrain from taking any action, or permitting any action to be taken, to reduce the amount of the Lease Payments while the Bonds are Outstanding, and the Authority will collect the Lease Payments in accordance with the Lease.
(m) Any certificate signed by any officer of the Authority authorized to execute such certificate in connection with the issuanceexecution, sale and delivery of the Bonds and delivered to the Underwriter shall be deemed a representation and warranty of the Authority to the Underwriter and the City as to the statements made therein but not of the person signing such certificate.
(j) The Authority will apply the proceeds of the Bonds in accordance with the Trust Agreement.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Covenants of the Authority. The Authority represents, warrants and covenants to the Underwriter and the City that:
(a) The Authority is and will be at the date of Closing a joint exercise of powers authority under Chapter 5 of Division 7 of Title 1 of the California Government Code, duly organized and validly existing under and by virtue of the Constitution and the laws of the State of California California.
(b) The Authority has the “State”)legal right and power to issue and deliver the Bonds and to execute and deliver, including Section 6500 et seq. of the Government Code of the State of California (the “JPA Act”) with all necessary power and authority to enter into and perform its duties under the Property Lease, dated as of October 1, 2018 (the “Property Lease”), by and between the City and the Authorityobligations under, the Lease Indenture, the Operating Agreement, the Trust Agreement, the Assignment Agreement, Authority Continuing Disclosure Agreement and this Bond Purchase Agreement (collectively, the “Authority Documents”).
(b) . The Authority has complied with all filing requirements duly authorized the issuance and delivery of the JPA Act.
(c) By official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has duly approved the distribution of the Preliminary Official Statement Bonds and the distribution of the Official Statement (including in electronic form), and has duly authorized and approved the execution and delivery of, and the performance by of its obligations under, the Authority Documents and as of the obligations on its part containeddate hereof such authorizations are in full force and effect and have not been amended, in the Authority Documentsmodified or rescinded. When executed and delivereddelivered by the respective parties thereto, each the Authority Document Documents will constitute the legal, valid and binding obligation obligations of the Authority enforceable in accordance with its their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or and the application of equitable principles relating to or affecting creditors’ rights generally. The Authority has complied, and will at the Closing be in compliance in all respects, with its obligations under the Authority Documents.
(c) The Bonds are special limited obligations of the Authority and are payable, as to principal, premium (if any), and interest thereon, from a pledge of and first lien on the Revenues and certain other funds held under the Indenture.
(d) Prior to the date hereof, the Authority has provided to the Underwriter for its review the Preliminary The Official Statement that an authorized officer of the Authority has deemed final for purposes of Rule 15c2-12is true and correct in all material respects, has approved the distribution of the Preliminary Official Statement and the Official Statement does not contain any misstatement of any material fact and has duly authorized does not omit any statement necessary to make the execution and delivery statements, in the light of the Official Statement circumstances in which such statements were made, not misleading.
(including e) The Authority covenants with the Underwriter that for 90 days after the Closing Date (the “Delivery Period”), if any event occurs which might or would cause the information in electronic form). The Preliminary the Official Statement, at the date thereofas then supplemented or amended, did not to contain any an untrue statement of a material fact or to omit to state any a material fact required to be stated therein or necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed)therein, in the light of the circumstances under which they were made, not misleading. As , the Authority shall notify the Underwriter thereof, and if in the opinion of the date hereof Underwriter such event requires the preparation and on publication of a supplement or amendment to the ClosingOfficial Statement, the final Authority will cooperate with the Underwriter in the preparation of an amendment or supplement to the Official Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein (other than the information relating to [the Bond Insurer or] DTC and its book-entry system, as to which no view is expressed)Statement, in light of the circumstances under which they were made, not misleading.
(e) The execution a form and delivery in a manner approved by the Authority of the Authority Documents and the approval and execution by the Authority of the Official Statement and compliance with the provisions on the Authority’s part contained in the Authority Documents, 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 Authority is a party or is otherwise subject to, which conflict, breach or default has or may have a material adverse effect on the ability of the Authority to carry out its obligations under the Authority Documents, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, trust agreement, bond, note, resolution, agreement or other instrument, except as provided by the Authority Documents.Underwriter.
(f) The Authority will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of consultation with the Underwriter, which consent will not be unreasonably withheld. The Authority will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency entity prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds.
(g) If the Official Statement is supplemented or amended, the information in the Official Statement as so supplemented or amended, as of the date of such supplement or amendment, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(h) The Authority is not in breach of or in default under any applicable constitutional provision, law or administrative rule or regulation of the State of California or the United States of America States, or any applicable judgment or decree or any loan agreementjudgment, indenturedecree, trust agreement, bond, note, resolution, agreement consent or other instrument agreement to which the Authority is a party or is otherwise subjectparty, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a default or an event of default under any such instrumentof the foregoing.
(i) The authorization, in each case which breach or default has or may have a material adverse effect on execution and delivery by the ability Authority of the Authority Documents, and compliance by the Authority with the provisions thereof, do not and will not conflict with or constitute a breach of or default by the Authority under any applicable constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment, decree, consent or other agreement to perform which it is bound or by which its properties may be affected.
(j) All authorizations, consents or approvals of, or filings or registrations with, any governmental entity or court necessary for the valid issuance of the Bonds and valid execution and delivery of the Authority Documents, and performance by the Authority of its obligations under the Authority Documents., will have been duly obtained or made prior to the issuance of the Bonds (and disclosed to the Underwriter). No further authorization, consent or approval of, or filing or registration with, any governmental entity or court is, or under existing requirements of law will be, necessary for the valid execution and delivery of, or performance by the Authority of its obligations under, the Authority Documents, other than any authorization, consent, approval, filing or registration as may be required under the Blue Sky or securities laws of any state in connection with the offering, sale or issuance of the Bonds.
(hk) As of the time of acceptance hereof and as of the date of Closing, There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government regulatory agency, public board or body, is body pending with respect to which the Authority has been served or, to the best knowledge of the officers of the Authority, threatened other than as described in the Official Statement, (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices, ; (ii) affecting, contesting or seeking to prohibit, restrain or enjoin the execution issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby, or contesting the exclusion of the interest on the Bonds from gross income for federal income tax purposes taxation or contesting the powers of the Authority to enter into assign and pledge the Authority Documents Service Payments; (iii) which may result in any material adverse change relating to the Authority; or (iiiiv) contesting the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clause (i) through (iii) of this sentence.
(il) Any certificate signed by any officer official or other representative of the Authority authorized to execute such certificate in connection with the issuance, sale and delivery of the Bonds and delivered to the Underwriter pursuant to this Bond Purchase Agreement shall be deemed a representation and warranty of by the Authority to the Underwriter and the City as to the statements made therein but not truth of the person signing such certificatestatements therein made.
(jm) The Authority has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the Authority is an issuer whose arbitrage certificates may not be relied upon.
(n) Other than as contemplated by the Official Statement, between the date of this Bond Purchase Agreement and the Closing Date the Authority will apply not, without the proceeds prior written consent of the Bonds in accordance with Underwriter, offer or issue any certificates, bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by a pledge of the Trust AgreementRevenues.
Appears in 1 contract
Samples: Bond Purchase Agreement
