04-14-2021 Council Packet - Laserfiche WebLink

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9 claim shall be presented in writing or any action shall be brought against any of the defendants in respect of which indemnity may be sought from the Underwriter on account of its agreement contained in this Section, the Underwriter shall have the rights and duties given to the Corporation in the above paragraph and the defendants shall have the rights and duties given by the above paragraph to the persons therein referred to as “defendants”. The Underwriter and the Corporation acknowledge and agree that under Regulation 15c2-12(b)(5) the Issuer is not an “obligated person” with respect to the Bonds, that neither the Underwriter nor the Corporation has requested the Issuer to participate in the preparation or delivery of the Continuing Disclosure Agreement respecting the Bonds, and that the Issuer shall have no responsibility or liability, and is hereby held harmless and indemnified therefrom by the Underwriter and the Corporation, from any continuing disclosure respecting the Bonds or from any insufficiency of or default under the Continuing Disclosure Agreement. 9. Offering by Underwriter. We shall offer the Bonds for sale in transactions exempt from registration under the applicable securities laws in the states in which the Bonds will be offered, or in compliance with such registration requirements, as set forth in the Official Statement. Concessions from the offering price may be allowed to selected dealers and special purchasers. The initial offering price and concessions set forth in the Official Statement may vary after the initial offering. The Corporation represents, warrants, certifies and confirms that the Preliminary Official Statement, as of its date, was in final form, within the meaning of Regulation 15c2-12, promulgated by the Securities and Exchange Commission. The Corporation hereby confirms, and the Issuer hereby confirms, the use by the Underwriter of the Official Statement. Based on the covenant of the Corporation set forth in Section 6(d) hereof, the Underwriter hereby determines that the Corporation, as an obligated person for whom financial or operating data is presented in the Official Statement, has undertaken, in a written agreement or contract for the benefit of the holders of the Bonds, to provide, through the Trustee, all information required under the pertinent provisions of Regulation 15c 2-12(b)(5). 10. Representations, Warranties and Agreements to Survive Delivery. The representations, warranties, indemnities, agreements and other statements of the Corporation and the Underwriter or its officers set forth in or made pursuant to this Bond Purchase Agreement will remain operative and in full force and effect and will survive delivery of and payment for the Bonds. 11. Payment of Costs and Expenses. All costs and expenses incident to the execution and performance of this Bond Purchase Agreement and to the sale and delivery of the Bonds to the Underwriter, including, but not limited to, an underwriting fee payable to the Underwriter in the amount of $[_____________.00], accounting and auditing fees and expenses, the fees and expenses of Bond Counsel, Counsel to the Underwriter, Counsel to the Corporation, counsel to the Issuer, and all costs and expenses with respect to the examination of, and registration of the Bonds under, the securities or “Blue Sky” laws of the various jurisdictions in which the Bonds are to be offered or sold, all costs of procuring a satisfactory survey and title insurance policy or title opinion, and the costs and expenses of preparing, printing and distributing the Official Statement, the Bonds, this Bond Purchase Agreement, the Continuing Disclosure Agreement, the