RES 2024025 - Laserfiche WebLink

17 Official Statement and all other agreements and documents that are contemplated hereby (and drafts of any thereof) in such reasonable quantities as requested by the Underwriter, the fees and disbursements of the Trustee, Bond Counsel, Disclosure Counsel, PFM Financial Advisors LLC as Municipal Advisor, and any accountants, engineers or any other experts or consultants retained by or on behalf of the City in connection with the issuance of the Bonds, and any other expenses that are agreed to by the parties; and (b) The Authority and the City shall be under no obligation to pay, and the Underwriter shall pay, any fees of the California Debt and Investment Advisory Commission, the cost of preparation of any “blue sky” or legal investment memoranda and the Purchase Agreement; expenses to qualify the Bonds for sale under any “blue sky” or other state securities laws; and all other expenses that are incurred by the Underwriter in connection with the public offering and distribution of the Bonds (except those which are specifically enumerated in paragraph (a) of this section), including the fees and disbursements of Underwriter’s Counsel, any rating agencies, MSRB fees, and any advertising expenses. Section 11. Notices. Any notice or other communication to be given to the Underwriter under the Purchase Agreement may be given by delivering the same in writing to Siebert Williams Shank & Co., LLC, 1901 Harrison Street, Suite 1400, Oakland, CA 94612; Attention: Gary Hall, Partner and Head of Investment Banking. All notices or communications hereunder by any party shall be given and served upon each other party. Any notice or communication to be given to the City or the Authority under the Purchase Agreement may be given by delivering the same in writing to the address set forth on the first page of the Purchase Agreement. Section 12. Parties in Interest. The Purchase Agreement is made solely for the benefit of the Authority, the City, and the Underwriter (including the successors or assigns thereof) and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreements of the Authority and the City in the Purchase Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter and shall survive the delivery of and payment for the Bonds. Section 13. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof. Section 14. Counterparts. The 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. This Purchase Agreement may be delivered by the exchange of signed signature pages by facsimile transmission or by e-mail with a pdf copy or other replicating image attached, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. Section 15. Survival of Representations and Warranties. The representations and warranties of the Authority and the City in or made pursuant to the Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of the 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 Authority and the City and regardless of delivery of and payment for the Bonds. Section 16. Effectiveness. The Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the Authority and the City and shall be valid and enforceable as of the time of such acceptance.