10A Action Items 2018 1105 - Laserfiche WebLink

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2 Agreement, dated as of December 1, 2015, as supplemented and amended by the First Amendment to Lease Agreement, dated as of December 1, 2018 (together, the “Lease”), each by and between the City and the Authority. The Authority’s right to receive the Lease Payments due under the Lease and to exercise remedies upon default under such Lease shall be assigned to the Trustee for the benefit of the owners of the Bonds pursuant to the Assignment Agreement, dated as of December 1, 2016, as supplemented and amended by a First Amendment to Assignment Agreement, dated as of December 1, 2018 (the “Assignment Agreement”), each by and between the Authority and the Trustee. The Bonds shall be as described in, and shall be secured under and pursuant to the Indenture substantially in the form previously submitted to the Underwriter with only such changes therein as shall be mutually agreed upon by the Authority, the City and the Underwriter. The proceeds of the Bonds shall be used to: (i) finance the acquisition and construction of any real or personal property for which the City is authorized to expend funds subject to its control; and (ii) to pay the costs of issuance of the Bonds. The Bonds, this Purchase Agreement, the Indenture, the Lease, the Site Lease, dated as of December 1, 2016, as supplemented and amended by the First Amendment to Site Lease, dated as of December 1, 2018 (together, the “Site Lease”), each by and between the Authority and the City, the Assignment Agreement, and the resolution of the Authority authorizing the issuance of the Bonds and the execution and delivery of the Authority Documents (hereinafter defined) are collectively referred to herein as the “Authority Documents.” This Purchase Agreement, the Continuing Disclosure Certificate, dated as of __________, 2018 (the “Continuing Disclosure Certificate”), executed and delivered by the City, the Lease, the Site Lease and the resolution of the City authorizing the execution and delivery of the City Documents (hereinafter defined) are collectively referred to herein as the “City Documents.” Section 3. Public Offering and Establishment of Issue Price. (a) The Underwriter agrees to make an initial public offering of all of the Bonds at the public offering prices (or yields) set forth on Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth on Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. The City and the Authority acknowledge and agree that: (i) the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the City and the Authority, on one hand, and the Underwriter, on the other; (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as a Municipal Advisor (as defined in Section 15B of The Securities Exchange Act of 1934, as amended); (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City or Authority with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the City or Authority on other matters); (iv) the Underwriter has financial and other interests that differ from those of the City and the Authority; and (v) the City and Authority have consulted their own legal, financial and other advisors to the extent they have deemed appropriate.