Agmt15 Raymond James and Assoc. Port of RWC sale of refunding bonds

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..�.�.�.. Section 9. Conditions to Obliestions of t6e Port. The performance by the Port of its obligations is conditioned upon(i)the performance by the Underwriter of its obligations hereunder and (ii)receipt by the Port and the Underwriter of opinions and certificates being delivered at the Closing by persons and enrities other than the Port and the Unde�writer. Section 10. Exaenses. (a) The Port shall pay or cause to be paid(but solely from the proceeds of the Series 2015 Bonds and not otherwise)all expenses incident to the performance of the obligations of the Port under this Purchase Agreement,including but not limited to:(i)the costs of the prepazarion and reproduction of the Port Resolution;(ii)the fees and disbursements of Bond Counsel and Disclosure Counsel;(iii)the cost of the prepararion,printing and delivery of the Series 2015 Bonds;(iv)the fees for Bond ratings, including all necessary expenses for travel outside of California;(v)the cost of the printing and distribution of the Preliminary Official Statement and the Official Statement,and any supplement or amendment thereto;(vi)the initial fees of the Trustee and the fees of the Escrow Agent;(vii)the fees and disbursements of William Euphrat Municipal Finance,Inc.,as municipal advisor to the Port;and(viii) all other fees and expenses incident to the issuance and sale of the Series 2015 Boads or the performance of its obligations hereunder. (b) The Undervvriter shall pay all expeoses incurred by it in connection with the public offering and distribution of the Series 2015 Bonds including,but not limited to:(i)California Debt and Investment Advisory Commission fees,CUSIP Service Bureau registration fees,Underwriter's Counsel fees,Municipal Securities Rulemaking Board fees,expenses for travel and other expenses of the Underuvriter,shall be paid by the Underwriter;provided,however,that(i)the Port shall pay for expenses incurred on behalf of the Port employees in connection with implementing this Pwc6ase Agreement, including,but not limited to,meals,transportation,and lodging of those employees,if any. ( Section 11. Notices. Any notice or other communication to be given under this Purchase Agreement(other thau the acceptance hereof as specified in the first paragraph hereof}may be given by delivering the same in writing if to the Port,to Mike Giari,Executive Director,Port of Redwood City, 675 Seaport Boulevard,Redwood City,California 94063;or if to the Underuvriter,to Raymond James& Associates Inc.,One Embarcadero Center,Suite 650,San Francisco,California 94111,Attention: Robert J.Larkins,Managing Director. Section 12. Severabilitv. In the event any provision of this Purchase Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof. Section 13. Parties in Interesh Survival of Representations and Warranties. This Purchase Agreement when accepted by the Port in writing as heretofore specified shall constitute the entire agreement between the Port and the Undervvriter with respect to the Series 2015 Bonds. This Purchase Agreement is made solely for the benefit of the Port and the Underwriter(including the successors or assigns of the Undervvriter). No person shall acquire or have any rights hereunder or by virtue hereof. All the representations,warranties and agreements of the Port in this Purchase Agreement shall survive,unless waived by the Underwriter,regardless of(a)any investigation or any statement in respect thereof made by or on behalf of the Underwriter,(b)delivery of and payment by the Underwriter for the Series 2015 Bonds hereunder and(c)any termination of this Purchase Agreement. 15 i 31498-0O16�BPA-FIN � SF1321373079.3