10B Action 2011 1219 - Laserfiche WebLink

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(15) Rating Letters Evidence that the" " and " " ratings assigned by Moody's Investors Service Inc (` Moody's ") and Standard & Poor's, a Division of the McGraw -Hill Companies ( "S &P "), respectively, are each in full force and effect with respect to the Bonds; (16) California Debt and InvestmentAdvisor;y Commission Filings Evidence of the preliminary and final filings with the California Debt and Investment Advisory Commission pursuant to section 8855(k) and 8855(1) of the California Government Code, (17) DTC Blanket Letter ofRepresentations and Pro Rata Reduction ofPrincipal Rider A copy of the executed Blanket Letter of Representations by and between the City and The Depository Trust Company, New York, New York, relating to the book -entry system for the Bonds, together with the Pro Rata Reduction of Principal Rider; and (18) Miscellaneous Such additional legal opinions, certificates, instruments and documents as the Underwriters may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the City's representations and warranties contained herein and the due performance or satisfaction by the City on or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the City. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter. Receipt of, and payment for, the Bonds shall constitute evidence of the satisfactory nature of such as to the Underwriters. The performance of any and all obligations of the City hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriters may be waived by the Representative in its sole discretion. If the City shall be unable to satisfy the conditions to the obligations of the Underwriters to purchase, accept delivery of and pay for the Bonds contained in this Purchase Agreement, or if the obligations of the Underwriters to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Agreement, this Purchase Agreement shall terminate, and neither the Underwriters nor the City shall be under further obligation hereunder, and (ii) the respective obligations of the City and the Underwriters set forth in Section 12 shall continue in full force and effect. Section 11. Expenses (a) The Underwriters shall be under no obligation to pay, and the City shall pay, the following expenses incident to the performance of the City's obligations hereunder: (1) the fees and disbursements of Bond Counsel, Disclosure Counsel and the City Attorney; (ii) the cost of printing and delivering the Bonds; (iii) the fees and disbursements of Public Financial Management, Inc., as Financial Advisor to the City, of the Actuary, any of accountants or of any other advisers, experts or consultants retained by the City; and (iv) any other expenses and costs of the City incident to the performance of its obligations in connection with the authorization, issuance and sale of the Bonds, including out -of- pocket expenses, and any other expenses agreed to by the parties. (b) The Underwriters shall pay all expenses incurred by it in connection with the purchase of the Bonds including, but not limited to: (1) the fees and disbursements of Underwriters' Counsel; and (ii) all fees of the California Debt and Investment Advisory Commission, CUSIP and ISIN fees and out - of- pocket disbursements and expenses incurred by the Underwriters in connection with the purchase of the Bonds. 074 - 11022 \bpa -3 14