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Resolution 1994-09 , .. . . 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. * * * 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 , , . . 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 I . . 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. 2 . . (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 3 . . 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 4 . . 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; 5 . . (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. 6 . . . . (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 7 . . . . 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. 8 . . . . 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. 9 . . . ... Accepted: . Vel)' truly yours, WESTHOFF-MARTIN & ASSOCIATES by, . . . 10 . :: . . .,. 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