Resolution 1994-09
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RESOLUTION NO. 94 - 9
RESOLUTION ORDERING SALE OF BONDS
NORTH FOREST STREET ASSESSMENT DISTRICT
CIlY OF GILROY
The City Council of the City of Gilroy resolves:
The City Council accepts the offer of Westhoff-Matin & Associates (attached to
this resolution and by reference incorporated in it) to purchase all of the improvement
bonds to be issued in North Forest Street Assessment District, City of Gilroy, County of
Santa Clara, State of California.
The City Council directs the sale and delivery of the bonds to the offeror in
accordance with the terms and conditions stated in the offer.
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I HEREBY CERTIFY THAT the foregoing resolution was duly and regularly
adopted and passed by the City Council of the City of Gilroy, California, at a regular
meeting thereof held on the 18th day of January, 1994, by the following vote of the
members thereof:
AYES, and in favor, thereof, Council members: GILROY, KLOECKER, MORALES,
ROGERS, ROWLISON, VALDEZ and GAGE.
NOES, Council members: None
ABSENT, Councilmembers: None
AP1J:JL j. . ./
Mayor ~
RESOLUTION NO. 94 - 9
ORIGINAL
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CITY OF GILROY, CALIFORNIA
LIMITED OBLIGA nON IMPROVEMENT BONDS
CITY OF GILROY NORTH FOREST STREET ASSESSMENT DISTRICT
BOND PURCHASE AGREEMENT
January 18, 1994
Honorable City Council
City of Gilroy
Gilroy, California
Dear Members of the City Council:
Westhoff-Martin & Associates (the "Underwriter"), acting not as a fiduciary or agent for you, but
on behalf of itself, offers to enter into this Bond Purchase Agreement with the City of Gilroy, California
(the "City"), which upon acceptance will be binding upon the City and upon the Underwriter. This offer is
made subject to the City's acceptance by the execution of this Bond Purchase Agreement and its delivery to
the Underwriter at or before 9:00 p.m., local time, on the date set forth hereinabove, and, if not so accepted,
will be subject to withdrawal by the Underwriter upon notice delivered to the City at any time prior to the
acceptance hereof by the City. Capitalized terms which are not otherwise defined herein shall have the
respective meanings ascribed to them in the Resolution ofIssuance adopted and approved January 18, 1994
(the "Resolution").
1. Purchase. Sale and Delivery of the Bonds.
(a) Subject to the terms and conditions and in reliance upon the representations,
warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the City, and
the City hereby agrees to sell to the Underwriter, all (but not less than all) of the City of Gilroy, North
Forest Street Assessment District Limited Obligation Improvement Bonds (the "Bonds"), in the aggregate
principal amount of $2,311,492. The Bonds are to be dated January 21, 1994, bear interest from said date
(payable on March 2 and September 2 in each year commencing on September 2, 1994) at the rates per
annum, and mature on the dates and in the amounts, set forth in Exhibit A hereto, The purchase price for
the Bonds shall be the percentage of the principal amount thereof which is set forth in said Exhibit A, plus
accrued interest thereon from the dated date of the Bonds to the Closing Date (as hereinafter defined). The
Bonds shall be substantially in the form described herein, shall be issued and secured under the provisions
of, and shall be payable and be subject to redemption as provided in, the Resolution and the Improvement
Bond Act of 1915 (the "Act").
(b) By official action of its City Council, the City has approved the Preliminary
Official Statement relating to the Bonds dated January 13, 1994 (the "Preliminary Official Statement"); and
the City hereby approves the Official Statement, consisting of the Preliminary Official Statement with such
changes as are noted thereon and as may be made thereto, with the approval of the City's Bond Counsel and
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the Underwriter, from time to time prior to the Closing Date. It is a condition of the offer of the
Underwriter made hereby that the City deliver to the Underwriter within five business days of the date
hereof a sufficient quantity of copies of the Official Statement to enable the Underwriter to comply with the
Underwriter's obligations under Rule 15c2-12 (such quantity to be specified by the Underwriter as
promptly as practicable after the City's execution of this Bond Purchase Agreement). The City hereby
ratifies any prior use and authorizes the future use by the Underwriter, in connection with the offering and
sale of the Bonds, of the Preliminary Official Statement, the Official Statement, the Resolution, this Bond
Purchase Agreement and all information contained herein, and all other documents, certificates and
statements furnished by the City to the Underwriter in connection with the transactions contemplated by
this Bond Purchase Agreement.
(c) Except as the City and the Underwriter may otherwise agree, the City will deliver
to the Underwriter, at 9:00 a.m. local time, on January 21, 1994, or such later date as may be acceptable to
the Underwriter (the "Closing Date"): (i) at the offices of The Depository Trust Company in New York,
New York, or at such other location as may be designated by the Underwriter, the Bonds, in definitive form
(all Bonds being lithographed and bearing CUSIP numbers), duly executed by the City in the manner
provided for in the Resolution and the Act; and (ii) at the offices of the City, or at such other location as
may be designated by the Underwriter, the documents hereinafter mentioned; and the Underwriter will
accept such delivery and pay the purchase price of the Bonds in immediately available funds (such delivery
and payment being herein referred to as the "Closing"). The Bonds shall be made available to the
Underwriter not later than 24 hours prior to the Closing Date for the purposes of inspection and packaging.
The Bonds shall be in fully registered form and shall be registered in accordance with instructions to be
supplied by the Underwriter at least 72 hours prior to the Closing Date.
2. Representations. Warranties and Agreements of the City. The City represents and
warrants to and agrees with the Underwriter that:
(a) The City is a municipality and a political subdivision duly organized and validly
existing under the laws of the State of California and has, and at the Closing Date will have, full legal right,
power and authority (i) to enter into this Bond Purchase Agreement, (ii) to issue, sell and deliver the Bonds
to the Underwriter as provided herein, and (iii) to carry out, give effect to and consummate the transactions
contemplated by this Bond Purchase Agreement, the Resolution, the Official Statement and any agreements
referred to therein.
(b) The City has complied with, and will at the Closing Date be in compliance in all
respects with, the Act and all other applicable laws and agreements.
(c) The City has, or prior to the Closing Date, will have, duly and validly: (i) adopted
the Resolution; (ii) approved and authorized the execution and delivery of the Bonds, this Bond Purchase
Agreement, the Official Statement and any other applicable agreements; and (iii) authorized and approved
the performance by the City of its obligations contained in, and the taking of any and all action as may be
necessary to carry out, give effect to and consummate the transactions contemplated by, each of said
documents. At the Closing Date (assuming due authorization, execution and delivery by the other parties
thereto, where necessary) the Bonds, the Resolution, this Bond Purchase Agreement, and any other
applicable agreements will constitute the valid, legal and binding obligations of the City, enforceable in
accordance with their respective terms, subject to bankruptcy, insolvency and other laws affecting the
enforcement of creditors' rights in general and to the application of equitable principles if equitable
remedies are sought.
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(d) The City is not, and as of the Closing Date will not be, in breach of or default
under any law or administratiye rule or regulation of the State of California or the United States of
America, or of any department, division, agency or instrumentality of either thereof, or any applicable court
or administrative decree or order or any loan agreement, note, indenture, contract, agreement or other
instrument to which the City is party or is otherwise subject or bound which breach or default would have a
material adverse affect on the City's ability to perfonn its obligations under the Act, the Bonds, the
Resolution, and this Bond Purchase Agreement; and the execution and delivery of the Bonds, the
Resolution, this Bond Purchase Agreement, any other applicable agreements and the other instruments
contemplated by any of such documents to which the City is a party, and compliance with the provisions of
each thereof, will not conflict with or constitute a breach of or default under any applicable law or
administrative rule or regulation of the State of California or the United States of America, or of any
department, division, agency or instrumentality of either thereof, or any applicable court or administrative
decree or order or any loan agreement, note, indenture, contract, agreement or other instrument to which the
City is a party or is otherwise subject or bound in any manner that would materially adversely affect the
City's ability to perform its obligations under the Act, the Bonds, the Resolution, and this Bond Purchase
Agreement.
(e) All approvals, consents, authorizations, elections and orders of or filings or
registrations with any governmental authority, board, agency or commission having jurisdiction which
would constitute a condition precedent to, or the absence of which would materially adversely affect, the
perfonnance by the City of its obligations hereunder and under the Act, the Bonds, the Resolution, this
Bond Purchase Agreement, and any other applicable agreements have been or will be obtained and are or
will be in full force and effect.
(f) The Bonds, the Resolution, and other applicable agreements conform as to fonn
and tenor to the descriptions thereof contained in the Official Statement; and the Bonds, when delivered to
and paid for by the Underwriter on the Closing Date as provided herein, will be validly issued and
outstanding and entitled to all the benefits and security of the Act and the Resolution,
(g) [Reserved/Not Applicable]
(h) The special assessments described in the Official Statement have been duly and
lawfully levied under and pursuant to the Act; and each such assessment constitutes a valid and legally
binding lien on the parcel of land in the North Forest Street Assessment District (the "Local Improvement
District") on which it was levied. Except as disclosed in the Official Statement, there are no outstanding
liens for general (ad valorem) taxes, assessment liens or reassessment liens against the land in the Local
Improvement District which are senior to the assessment liens referred to in this paragraph.
(j) The contents of the Official Statement pertaining to the City are and will be, as of
the Closing Date, true, correct and complete in all material respects; and the contents of the Official
Statement pertaining to the City do not and will not, as of the Closing Date, 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 light of the circumstances under which they were made, not misleading.
(k) During the period commencing on the date hereof and ending on the date 90 days
following the Closing Date, if any event shall occur as a result of which it may be necessary to supplement
the Official Statement in order to make the statements therein, in light of the circumstances existing at such
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time, not misleading, the City shall forthwith notify the Underwriter of any such event of which it has
knowledge and, if such event requires an amendment or supplement to the Official Statement, the City will
at its expense amend or supplement the Official Statement in a form and manner jointly approved by the
City and the Underwriter.
(I) The City has taken all actions required to be taken by it so that the assessments in
the Local Improvement District and the funds and accounts established pursuant to or referred to in the
Resolution and the Act (except the Rebate Fund and the Expense Fund) are and will be pledged to the
payment of the principal of and redemption premium and interest on the Bonds, subject in all cases to the
provisions of the Resolution and the Act permitting the application thereof for the purposes and on the
terms and conditions set forth therein.
(m) To the best knowledge of the City, no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, regulatory agency, or public board or body is
pending or threatened, in any way affecting the existence of the City or the titles of its officers to their
respective offices or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the
application of the proceeds thereof in accordance with the Resolution and the Act, or the collection or
application of assessments pledged or to be pledged to pay the principal of and interest on the Bonds, or the
pledge thereof, or in any way contesting or affecting the validity or enforceability of the Bonds, the
Resolution, any other applicable agreements, this Bond Purchase Agreement, or any action of the City
contemplated by any of said documents, or in any way contesting the completeness or accuracy of the
Official Statement or the powers of the City or its authority with respect to the Bonds, the Resolution, this
Bond Purchase Agreement or any action of the City contemplated by any of said documents, or which
would adyersely affect the exclusion from gross income for purposes of federal income taxation of interest
paid on the Bonds; nor to the knowledge of the City, is there any basis therefor.
(n) The City will furnish such information, execute such instruments and take such
other action in cooperation with the Underwriter as the Underwriter may reasonably request 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, provided that the City shall not
be required to consent to service of process in any jurisdiction and provided further that no such action
shall be at the expense of the City. It is understood that the City is not responsible for compliance with or
the consequences of failure to comply with applicable "Blue Sky" laws.
(0) Any certificate signed by any official of the City authorized to do so shall be
deemed a representation and warranty by the City to the Underwriter as to the statements made therein.
(P) The City will apply the proceeds of the Bonds in accordance with the Act, the
Resolution and all other applicable documents and as described in the Official Statement.
(q) The City will take any and all actions reasonably necessary to assure the continued
exclusion from gross income for purposes of federal income taxation of the interest on the Bonds and will
make every reasonable effort to avoid taking any action, or permit any action to be taken with respect to
which it may exercise control, which would result in the loss of that exclusion.
3. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to accept
delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to
the accuracy in all material respects of the representations and warranties on the part of the City contained
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herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the
statements of the officers and other officials of the City, as well as of the other individuals referred to
herein, made in any certificates or other documents furnished pursuant to the provisions hereof, to the
performance by the City of its obligations to be performed hereunder at or prior to the Closing Date and to
the following additional conditions:
(a) At the Closing Date, the Resolution and any other applicable agreements shall be
in full force and effect, and shall not haye been amended, modified or supplemented, except as may have
been agreed to in writing by the Underwriter; and there shall have been taken in connection with the
issuance of the Bonds and with the transactions contemplated thereby and by this Bond Purchase
Agreement, all such actions as, in the opinion of Bond Counsel shall be necessary and appropriate.
(b) At the Closing date, the Official Statement shall be in form and substance
satisfactory to the Underwriter.
(c) [Reserved/Not Applicable]
(d) Between the date hereof and the Closing Date, the market price or marketability of
the Bonds shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced
by a written notice to the City terminating the obligation of the Underwriter to accept delivery of and pay
for the Bonds), by reason of any of the following:
(i) legislation introduced in or enacted by the Congress or recommended to
the Congress by the President of the United States, the'Department of the Treasury, the Internal Revenue
Service, or any member of Congress, or favorably reported for passage to either House of Congress by any
committee of such House to which such legislation has been referred for consideration, or a decision
rendered by a court established under Article III of the Constitution of the United States of America or by
the Tax Court of the United States of America, or an order, ruling, regulation (final, temporary or
proposed), press release or other form of notice issued or made by or on behalf of the Treasury Department
of the United States of America or the Internal Revenue Service, with the purpose or effect, directly or
indirectly, of imposing federal income taxation upon such interest as would be received by any holders of
the Bonds;
(ii) legislation introduced in or enacted by the Congress or an order, decree or
injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary or
proposed), press release or other form of notice issued or made by or on behalf of the Securities and
Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the
effect that obligations of the general character of the Bonds, or the Bonds, including any or all underlying
arrangements, are not exempt from registration under or other requirements of the Securities Act of 1933,
as amended, or that the Resolution is not exempt from qualification under or other requirements of the
Trust Indenture Act of 1939, as amended, or that the issuance, offering or sale of obligations of the general
character of the Bonds, or of the Bonds, including any or all underlying arrangements, as contemplated
hereby or by the Official Statement or otherwise would be in violation of the federal securities laws as
amended and then in effect;
(iii) a general suspension of trading in securities on the New York Stock
Exchange, or a general banking moratorium declared by federal or State of California officials authorized
to do so, or a war or other national calamity;
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(iv) the withdrawal or downgrading of any rating of any securities of the City
by a national rating agency;
(v) any amendment to the federal or California Constitution or action by any
federal or California court, legislative body, regulatory body or other authority materially adversely
affecting the City's property, income, securities (or interest thereon), the validity, priority or enforceability
of the assessments or the ability of the City to acquire and construct the Project as contemplated by the
Resolution and the Official Statement; or
(vi) any event occurring, or information becoming known which, in the
judgment of the Underwriter after consultation with the City, makes untrue in any material respect any
statement or information contained in the Official Statement, or has the effect that the Official Statement
contains any untrue statement of material fact or omits 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.
(e) At or prior to the Closing Date, the Underwriter shall have received two
counterpart originals or certified copies of the following documents, in each case satisfactory in form and
substance to the Underwriter:
(i) The Official Statement;
(ii) The Resolution in substantially in the form duly approved by the City
which shall not have been further amended or modified (except as may have been agreed to by the
Underwriter) and shall be in full force and effect as of the Closing Date;
(iii) An unqualified opinion, dated the Closing Date and addressed to the City,
of Sturgis, Ness, Brunsell & Assaf, Bond Counsel, to the effect that the Bonds are the valid, legal, binding
obligations of the City and that the interest thereon is excluded from gross income for purposes of federal
income taxes and is not a specific preference item for purposes of federal individual and corporate
alternative minimum taxes, all as provided in the Official Statement, together with a letter from Bond
Counsel, dated the Closing Date and addressed to the Underwriter, to the effect that such opinion may be
relied upon by the Underwriter to the same extent as if such opinion were addressed to it;
(iv) An opinion, dated the Closing Date and addressed to the Underwriter, of
Bond Counsel to the effect that (1) this Bond Purchase Agreement has been duly authorized, executed and
delivered by the City, and, assuming due authorization, execution and delivery by the Underwriter,
constitutes a legal, valid and binding agreement of the City, enforceable in accordance with its terms,
subject to bankruptcy, insolyency, and other laws affecting the enforcement of creditors' rights in general
and except as such enforceability may be limited by the application of equitable principles if equitable
remedies are sought; (2) the Bonds are exempt from the registration requirements of the Securities Act of
1933, as amended; (3) the Resolution is exempt from qualification under the Trust Indenture Act of 1939,
as amended; and (4) the statements on the cover of the Official Statement, under the captions "THE
BONDS," "SECURITY FOR THE BONDS," and "TAX MATTERS," insofar as such statements
summarize certain provisions of the Resolution and the opinion of Bond Counsel, are accurate in
all material respects.
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(v) [ReservedINot Applicable]
(vi) [ReservedINot Applicable]
(vii) A certificate, dated the Closing Date and signed by the Finance Director
of the City or his designee, to the effect that (1) the representations and warranties of the City contained
herein are true and correct in all material respects on and as of the Closing Date with the same effect as if
made on the Closing Date; (2) to the best knowledge of said officer, no event has occurred since the date of
the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to
be used or which it is necessary to disclose therein in order to make the statements and information therein
not misleading in any material respect; and (3) the City has complied with all the agreements and satisfied
all the conditions on its part to be performed or satisfied under this Bond Purchase Agreement, the Act, the
Resolution at and prior to the Closing Date;
(viii) An opinion, dated the Closing Date and addressed to the Underwriter, of the City
Attorney, to the effect that (1) to the best of the City Attorney's knowledge, no action, suit, proceeding,
inquiry or inyestigation, at law or in equity, before or by any court, regulatory agency, public board or
body, is pending or threatened in any way affecting the existence of the City or the titles of its officers to
their respectiye offices, or seeking to restrain or to enjoin the issuance, sale or delivery of the Bonds, the
application of the proceeds thereof in accordance with the Resolution, or the collection or application of the
assessments and the interest thereon to pay the principal of and interest on the Bonds, or in any way
contesting or affecting the validity or enforceability of the Bonds, the Resolution, this Bond Purchase
Agreement, or any other applicable agreements or any action of the City contemplated by any of said
documents, or in any way contesting the completeness or accuracy of the Official Statement or the powers
of the City or its authority with respect to the Bonds, the Resolution, this Bond Purchase Agreement, or any
other applicable agreement, or any action on the part of the City contemplated by any of said documents, or
in any way seeking to enjoin or restrain the City from approving the development of the property within the
Local Improvement District, or which challenges the exclusion of interest paid on the Bonds from gross
income for purposes of federal income taxation, nor to his or her knowledge is there any basis therefor;
(2) the City is duly organized and validly existing as a municipality and a political subdivision of the State
of California, with full legal right, power and authority to issue the Bonds and to perform all of its
obligations under the Bonds, the Resolution, and this Bond Purchase Agreement; (3) the City has adopted
the Resolution and it is in full force and effect; (4) the City has duly authorized the delivery of the Official
Statement; (5) the City has duly and validly approved, executed and delivered the Resolution and this Bond
Purchase Agreement and, assuming due authorization, execution and delivery by the other parties thereto,
said documents constitute legal, valid and binding agreements of the City enforceable in accordance with
their terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights
in general and to the application of equitable principles if equitable remedies are sought; (6) the City is not
in breach of or default under any law or administrative rule or regulation of the State of California or the
United States of America, or of any department, division, agency or instrumentality of either thereof, or any
applicable court or administrative decree or order or any loan agreement, note, indenture, contract,
agreement or other instrument to which the City is party or is otherwise subject or bound which breach or
default would have a material adverse effect on the City's abilities to perform its obligations under the Act,
the Bonds, the Resolution, and this Bond Purchase Agreement; (7) the execution and delivery of the Bonds,
the Resolution, this Bond Purchase Agreement, any other applicable agreements and the other instruments
contemplated by any of such documents to which the City is a party, and compliance with the provisions of
each thereof, will not conflict with or constitute a breach of or default under any applicable law or
administrative rule or regulation of the State of California or the United States of America, or of any
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department, division, agency or instrumentality of either thereof, or any applicable court or administrative
decree or order or any loan agreement, note, indenture, contract, agreement or other instrument to which the
City is a party or is otherwise subject or bound in any manner that would materially adversely affect the
City's ability to perform its obligations under the Act, the Bonds, the Resolution, and this Bond Purchase
Agreement; and (8) all approvals, consents, authorizations, elections and orders of or filings or registrations
with any governmental authority, board, agency or commission having jurisdiction which would constitute
a condition precedent to, or the absence of which would materially adversely affect, the performance by the
City of its obligations hereunder and under the Act, the Bonds, the Resolution, this Bond Purchase
Agreement and any other applicable agreements have been or will be obtained and are or will be in full
force and effect;
(ix) [Reserved/Not Applicable]
(x) [Reserved/Not Applicable]
(xi) A certificate, dated the Closing Date, of the City Engineer to the effect
that the methods of apportioning the assessments and of determining the annual installments to be levied
and collected with respect to such assessments, each as described in his report pertaining to the Local
Improvement District (the "Assessment Report") are authorized by and conform to all applicable
requirements of the Municipal Improvement Act of 1913;
(xii) [Reserved/Not Applicable]
(xiii) [Reserved/Not Applicable]
(xiv) [Reserved/Not Applicable]
(xv) [Reserved/Not Applicable]
(xvi) A transcript of all proceedings relating to the authorization, issuance, sale
and delivery of the Bonds; and
(xvii) Such additional legal opinions, certificates, proceedings, instruments and
other documents as the Underwriter or Bond Counsel may reasonably request.
All the opinions, letters, certificates, instruments and other documents mentioned in this
section or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the terms
hereof if, and only if, they are in form and substance satisfactory to the Underwriter.
If any of the conditions to the obligations of the Underwriter contained in this section or
elsewhere in this Bond Purchase Agreement shall not have been satisfied when and as required herein, all
obligations of the Underwriter hereunder may be terminated, at, or at any time prior to, the Closing Date by
written notice to the City, except that the respective obligations of the Underwriter and the City set forth in
Section 4 hereof shall continue in full force and effect.
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4. Expenses.
(a) Whether or not the Underwriter accepts delivery of and pays for the Bonds as set
forth herein, the Underwriter shall be under no obligation to pay, and the City shall payor cause to be paid
out of any legally available funds of the City all expenses incident to the performance of the City's
obligations hereunder, including but not limited to: the cost of printing, engraying and delivering the Bonds
to the Underwriter; the fees and disbursements of the Paying Agent and Bond Counsel, and any
accountants, engineers, appraisers or other experts or consultants the City has retained, or has approved the
retention of, in connection with or the Bonds; and any other expenses not specifically enumerated in
paragraph (b) of this Section incurred in connection with the issuance of the Bonds.
(b) Whether or not the Bonds are delivered to the Underwriter as set forth herein, the
City shall be under no obligation to pay, and the Underwriter shall pay the cost or preparation of any "Blue
Sky" or legal investment memoranda; the cost of printing, distribution and delivery of the Preliminary
Official Statement and the Official Statement in such reasonable quantities as may be requested by the
Underwriter; expenses to qualify the Bonds for sale under any "Blue Sky" or other state securities laws;
and all other expenses incurred by the Underwriter in connection with its public offering and distribution of
the Bonds (except those specifically enumerated in paragraph (a) of this Section), including the fees and
disbursements of its counsel and any advertising expenses.
5. Notices. Any notice or other communication to be given to the City under this Bond Purchase
Agreement may be given by delivering the same in writing to the City Administrator, City of Gilroy, 7351
Rosanna Street, Gilroy, CA 95020-2409, with a copy to the City Attorney at the same address; and any
notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be
given by delivering the same in writing to Westhoff-Martin & Associates, 3675 Mt. Diablo Boulevard,
Suite 350, Lafayette, California 94549, Attention: Richard F. Ashburn Jr..
6. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the City
and the Underwriter (including successors or assignees of any Underwriter) and no other person, including
but not limited to any owner of land within the Local Improvement District, shall acquire or have any right
hereunder or by virtue hereof.
7. Survival of Representations and Warranties. The representations and warranties of the City set
forth in or made pursuant to this Bond Purchase Agreement shall not be deemed to have been discharged,
satisfied or otherwise rendered yoid by reason of the Closing or termination of this Bond Purchase
Agreement and regardless of any investigations made by or on behalf of the Underwriter (or statements as
to the results of such investigations) concerning such representations and statements of the City and
regardless of delivery of and the payment for the Bonds.
8. Execution in Counterparts. This Bond Purchase Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all
such counterparts shall together constitute but one and the same instrument.
9. Effective. This Bond Purchase Agreement shall become effective and binding upon the
respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid and
enforceable as of the time of such acceptance.
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Accepted:
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Vel)' truly yours,
WESTHOFF-MARTIN & ASSOCIATES
by,
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EXHIBIT A
MATURITY SCHEDULE
Maturity Amount Interest Rate
September 2, 1995 $ 41,492 4.25%
September 2, 1996 45,000 4.75
September 2, 1997 45,000 5.00
September 2, 1998 50,000 5.25
September 2, 1999 50,000 5.50
September 2,2000 55,000 5.65
September 2, 2001 55,000 5.80
September 2, 2002 60,000 6.00
September 2, 2003 65,000 6.10
September 2, 2004 70,000 6.25
September 2, 2005 70,000 6.40
September 2, 2006 75,000 6.50
September 2, 2019 1,630,000 6.80
TOTAL $2,311,492
The purchase price of the Bonds shall be $2,273,352.38 (an amount equal to the principal amount thereof,
less an underwriter's discount of$38,139.62), plus accrued interest (if any) from their dated date to the
Closing Date.
In addition, the City shall pay to Underwriter the sum of $12,500.00 for Preliminary and Final Official
Statement preparation, printing and distribution.
A-I