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<br />4887-1989-4478v4/200356-0620
<br />(23) such additional legal opinions, certificates, proceedings, instruments,
<br />and other documents as the Underwriter, Underwriter’s Counsel, or Bond Counsel
<br />may reasonably request to evidence compliance by the City with legal requirements,
<br />the accuracy, as of the time of Closing, of the City’s representations herein contained,
<br />and the due performance or satisfaction by the City at or prior to such time of all
<br />agreements then to be performed and all conditions then to be satisfied by the City.
<br />If the City shall be unable to satisfy the conditions to the Underwriter’s obligations contained
<br />in this Purchase Agreement or if the Underwriter’s obligations shall be terminated for any reason
<br />permitted by this Purchase Agreement, this Purchase Agreement shall terminate and neither the City
<br />nor the Underwriter shall have any further obligation hereunder.
<br />9. The performance by each of the Authority and the City of its obligations is
<br />conditioned upon (i) the performance by the Underwriter of its obligations hereunder and (ii) receipt
<br />by the Authority, the City, and the Underwriter of opinions and certificates being delivered at the
<br />Closing by persons and entities other than Authority and the City.
<br />10. No expenses and costs of the City or the Authority incident to the performance of the
<br />Authority’s or the City’s obligations in connection with the authorization, issuance, and sale of the
<br />Bonds to the Underwriter, such as the costs of preparation (including word processing, printing, and
<br />reproduction), distribution and delivery of the Preliminary Official Statement, the Official Statement,
<br />and this Purchase Agreement, in reasonable quantities, fees of rating agencies, fees and expenses of
<br />any municipal advisor to the City and fees and expenses of Bond Counsel or Disclosure Counsel for
<br />the City, shall be paid by the Underwriter. Except as indicated above, all out -of-pocket expenses of
<br />the Underwriter, including the California Debt and Investment Advisory Commission fee, traveling,
<br />and other expenses and the fees and expenses of the Underwriter including but not limited to and fees
<br />and expenses of Underwriter’s Counsel, shall be paid by the Underwriter.
<br />11. Any notice or other communication to be given to the Authority under this Purchase
<br />Agreement may be given by delivering the same in writing to the Authority, c/o City of Redwood
<br />City, 1017 Middlefield Road, Redwood City, California 94064, Attention: Treasurer. Any notice or
<br />other communication to be given to the City under this Purchase Agreement may be given by
<br />delivering the same in writing to the City of Redwood City, 1017 Middlefield Road, Redwood City,
<br />California 94064, Attention: City Manager. Any notice or other communication to be given to the
<br />Underwriter under this Purchase Agreement may be given by delivering the same in writing to Stifel,
<br />Nicolaus & Company, Incorporated, 2121 Avenue of the Stars, Suite 2150, Los Angeles, CA 90067,
<br />Attention: Sara Oberlies Brown, Managing Director. The approval of the Underwriter when required
<br />hereunder or the determination of its satisfaction as to any document referred to herein shall be in
<br />writing signed by the Underwriter and delivered to the Authority and the City.
<br />12. For all purposes of this Purchase Agreement, a default shall not be deemed to be
<br />continuing if it has been cured, waived, or otherwise remedied. This Purchase Agreement shall be
<br />governed by and construed in accordance with the laws of the State applicable to contracts made and
<br />performed within the State.
<br />13. This Purchase Agreement may be executed by the parties hereto in separate
<br />counterparts, each of which when so executed and delivered shall be an original, but all such
<br />counterparts shall together constitute but one and the same instrument.
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