05-13-2020 Council Packet - Laserfiche WebLink

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3 Underwriter’s allocation of the Series 2020 Bonds to the orders that the Underwriter received during the order period for the Series 2020 Bonds, regardless of priority between customer accounts and those accounts that could be considered “related accounts.” 2.Official Statement. (a)The Borrower shall deliver or cause to be delivered to us, promptly upon the completion thereof, copies of the Official Statement of the Borrower relating to the Series 2020 Bonds, dated on or about ___________, 2020 (the “Official Statement”). In connection with the offering and sale of the Series 2020 Bonds, the Borrower authorizes the use by the Underwriter of copies of the Official Statement with respect to the Series 2020 Bonds, together with copies of the Resolution, the Indenture, and the other documents described therein. The Borrower hereby ratifies and consents to the use by the Underwriter of the Preliminary Official Statement, dated _______, 2020 (the “Preliminary Official Statement”) and the Official Statement in connection with the offer and sale of the Series 2020 Bonds. (b)The Borrower, pursuant to Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board (the “MRSB”). The Borrower agrees to deliver such Official Statements within seven (7) business days after the execution of this Purchase Agreement. (c)The Underwriter shall give notice to the Issuer, the Borrower, and any additional “issuer” on the date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statements pursuant to paragraph (b)(4) of the Rule. (d)The Underwriter agrees from the time the Official Statement becomes available until the earlier of (i) ninety (90) days from the end of the underwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case less than twenty-five (25) days following the end of the underwriting period, to send or cause to be sent no later than the next business day, by first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement, as most recently supplemented or amended. 3.Representations. (a)The Issuer represents, warrants, and agrees with the Underwriter as follows: (i)The statements and information contained in the Preliminary Official Statement (to the extent not modified in the Official Statement) and the Official Statement with respect to the Issuer under the captions “THE ISSUER” and “ABSENCE OF MATERIAL LITIGATION - The Issuer” (together, the “Issuer Portion” of the Official Statement) are, and as of the date of Closing (as defined below) will be, true and correct in all material respects, and the Issuer Portion of the Official Statement does not and will not contain any untrue or misleading statement of a material fact relating to the Issuer or omit to state any material fact relating to the Issuer necessary to make the statements therein in light of the circumstances under which they were made, not misleading. (ii)The Issuer is a statutory city governed by the laws of State created and existing under the Constitution and the laws of the State and, based solely upon an opinion of Bond