SA_FULL PACKET_2016-07-05 - Laserfiche WebLink

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(v) The Department of Finance of the State (the "Department of Finance ") has issued a letter, dated , 2016, approving the Oversight Board Resolution. No further Department of Finance approval or consent is required for the issuance of the Bonds or the consummation of the transactions on the part of the Agency described in the Official Statement. Except as disclosed in the Official Statement, the Agency is not aware of the Department of Finance directing or having any basis to direct the County Auditor- Controller to deduct unpaid unencumbered fimds from future allocations of property tax to the Agency pursuant to Section 34183 of the Dissolution Act. 6, Closing. At 8:00 A.M., California time, on , 2016, or on such other date or at such other time as may be mutually agreed upon by the Agency and the Underwriter, the Agency will, subject to the terms and conditions hereof, sell and deliver the Bonds to the Underwriter, duly executed and authenticated, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof in federal funds. Sale, delivery and payment as aforesaid shall be made at the offices of Orrick, Herrington & Sutcliffe LLP, Los Angeles, California ( "Bond Counsel "), or such other place as shall have been mutually agreed upon by the Agency and the Underwriter, except that the Bonds (with one certificate for each maturity of each series and otherwise in a form suitable for the book -entry system) shall be delivered to the Underwriter in New York, New York, through the book -entry system of The Depository Trust Company ( "DTC "). Unless the DTC Fast Automated Securities Transfer ( "FAST ") is utilized, the Bonds will be made available for inspection by DTC at least one business day prior to the Closing. 7. Closing Conditions. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the Agency contained herein, and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Agency of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter's obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Agency of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to.the following additional conditions: (a) The Underwriter shall receive copies of the Official Statement (including all information previously permitted to have been ornitted fi•om the Preliminary Official Statement by Rule 15c2 -12 and any amendments or supplements thereto as have been approved by the Underwriter as required by Section 4 hereoD. (b) The representations and warranties of the Agency contained herein shall be true and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing, and the statements of the officers and other officials of the Agency made in any certificate or other document famished pursuant to the provisions hereof are accurate. (e) At the time of the Closing, the Agency Legal Documents shall have been duly authorized, executed and delivered by the respective parties thereto, and the Official Statement shall have been duly authorized, executed and delivered by the Agency, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to by the Underwriter, and shall be in full force and effect; and there shall be in full force and effect such resolution or resolutions of the governing body of the Agency as, in the opinion of Bond Counsel, 7 3 -99