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request, a single copy of the Official Statement. The Representative agrees to file as soon as reasonably
<br />practicable a copy of the Official Statement with the MSRB and take any and all actions necessary to
<br />comply with applicable Securities and Exchange Commission rules and MSRB rules governing the
<br />offering, sale and delivery of the Bonds to ultimate underwriters.
<br />Section 6. Public Offerine of the Bonds It shall be a condition to the obligation of the
<br />Underwriters to purchase, accept delivery of, and pay for the Bonds that the entire $_,_,000 principal
<br />amount of the Bonds authorized by the Indenture shall be delivered by the City to the Underwriters on the
<br />Closing Date. The Underwriters agree to make a bona, fide public offering of all of the Bonds, not in
<br />excess of the initial public offering yields or prices set forth on Schedule I attached hereto; however, the
<br />Bonds may be offered and sold to certain dealers (including dealers depositing the Bonds into investment
<br />trusts) at prices lower than such initial public offering prices or yields. The Underwriters reserve the right
<br />to make concessions to dealers and to change such initial public offering prices or yields as the
<br />Underwriters reasonably deems necessary in connection with the marketing of the Bonds. The
<br />Underwriters also reserve the right to: (1) over -allot or effect transactions that stabilize or maintain the
<br />market price of the Bonds at a level above that which might otherwise prevail in the open market and (ii)
<br />discontinue such stabilizing, if commenced, at any time. Following the initial public offering of the
<br />Bonds, the offering prices may be changed from time to time by the Underwriters.
<br />Section 7. Representations and Warranties of the City. The City represents and warrants to
<br />the Underwriters that:
<br />(a) The City Council of the City has, by Resolution No. 211 -166, adopted by a majority of
<br />the members of the City Council at a meeting duly called, noticed and conducted, at which a quorum was
<br />present and acting throughout, on September 19, 2011 (the "Validation Resolution ") and Resolution No.
<br />2011 -_, adopted by a majority of the members of the City Council at a meeting duly called, noticed and
<br />conducted, at which a quorum was present and acting throughout, on December 19, 2011 (the "Bond
<br />Resolution" and together with the Validation Resolution, the "Resolutions "), taken all official action
<br />necessary to be taken by it for the execution, delivery and due performance of the Indenture, the
<br />Continuing Disclosure Certificate of the City, dated 2012 (the "Continuing Disclosure
<br />Certificate "), and substantially in the form attached to the Official Statement as Appendix F, this
<br />Purchase Agreement (collectively, the "City Agreements ") and for the taking of any and all such action as
<br />may be required on the part of the City to carry out, give effect to and consummate the transactions
<br />contemplated hereby;
<br />(b) The City is a charter city duly organized and existing under the laws of the State of
<br />California (the "State ") and has all necessary power and authority to enter into and perform its duties
<br />under the City Agreements and, when duly authorized, executed and delivered by the other parties
<br />thereto, the City Agreements will each constitute a legal, valid and binding obligation of the City
<br />enforceable in accordance with its respective terms, except as enforceability may be limited by
<br />bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally;
<br />(c) At the time of the City's acceptance hereof and at all times subsequent thereto up to and
<br />including the Closing Date, the information and statements in Official Statement do not and will not
<br />contain any untrue statement of a material fact or omit to state a material fact required to be stated therein
<br />or necessary to make the statements therein, in the light of the circumstances under which they were
<br />made, not misleading (except for information relating to DTC and its book -entry only system), as to
<br />which no opinion or view is expressed;
<br />(d) The execution and delivery of the City Agreements and compliance with the provisions
<br />of each thereof, will not constitute a breach of or a default under any applicable law or administrative
<br />regulation of the State of California or the United States, or any applicable judgment, decree, agreement
<br />or other instrument to which the City is a party or is otherwise subject;
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