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(b) Whether or not the Bonds are delivered to the <br />Underwriter as set forth herein, the City shall be under no <br />obligation to pay, and the Underwriter shall pay, all expenses paid <br />or incurred to qualify the Bonds for sale under any "blue sky" <br />laws; and all other expenses paid or incurred by the Underwriter <br />in connection with its offering and distribution of the Bonds not <br />specifically enumerated in paragraph (a) of this section, including <br />the fees and disbursements of its counsel. <br /> <br /> 4. Notices. Any notice or other communication to be given <br />to the City under this Purchase Contract may be given by delivering <br />the same in writing to the City Manager of the City at the address <br />set forth hereinabove; and any notice or other communication to be <br />given to the Underwriter under this Purchase Contract may be given <br />by delivering the same in writing to Miller & Schroeder Financial, <br />Inc., 5994 W. Las Positas Boulevard, Suite 205, Pleasanton, <br />California, 94566, Attention: Emily E. Wagner, Vice President. <br /> <br /> 5. Parties in Interest. This Purchase Contract is made <br />solely for the benefit of the City and the Underwriter (including <br />successor or assignees) and no other person, including but not <br />limited to any owner of land within the Reassessment District, <br />shall acquire or have any right hereunder or by virtue hereof. <br /> <br /> 6. Survival of Representations and Warranties. The <br />representations and warranties of the City, set forth in or made <br />pursuant to this Purchase Contract, shall not be deemed to have <br />been discharged, satisfied or otherwise rendered void by reason of <br />the Closing or termination of this Purchase Contract and regardless <br />of any investigations made by or on behalf of the Underwriter (or <br />statements as to the results of such investigations) concerning <br />such representations and statements of the City and regardless of <br />delivery of and payment for the Bonds. <br /> <br />7. Offering by Underwriter. It is understood that the <br />Underwriter proposes to offer the Bonds for sale to the public <br />(which may include selected dealers) as set forth in the Official <br />Statement. Concessions from the public offering price may be <br />allowed to selected dealers. It is understood that the initial <br />public offering price and concessions set forth in the Official <br />Statement may vary after the initial public offering. It is <br />further understood that the Bonds may be offered to the public at <br />prices other than the par value thereof. The net premium on the <br />sale of the Bonds, if any, shall accrue to the benefit of the <br />Underwriter. <br /> <br /> The City hereby confirms the use by the Underwriter of the <br />Official Statement. The City shall provide, or cause to be <br />provided, to the Underwriter at the time of the City's execution <br />of this Purchase Contract or as soon as practicable thereafter (but <br />in any event, not later than within seven business days after the <br />City's execution of this Purchase Contract and in sufficient time <br />to accompany any confirmation that requests payment from any <br />customer) copies of the Official Statement in form and substance <br /> <br />II277\pc 6 <br /> <br /> <br />