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authorization, sale, issuance and distribution of the Bonds, if any, (v) all reasonable, out-of-
<br /> pocket costs and expenses incurred by the Purchaser in connection with due diligence and the
<br /> preparation of documentation, including but not limited to, financial advisory fees (if applicable),
<br /> and fees of Purchaser's counsel in an amount not to exceed $10,000, and (vi) all other fees and
<br /> expenses incident to the issuance and sale of the Bonds including but not limited to CDIAC fees
<br /> 10. Notices. Any written notice, statement, demand, consent, approval, authonzation,
<br /> offer, designation, request or other communication to be given hereunder shall be given to the
<br /> party entitled thereto at its address set forth below, or at such other address as such party may
<br /> provide to the other parties in writing from time to time, namely-
<br /> If to the Issuer
<br /> Pleasanton Joint Powers Financing Authority
<br /> 123 Main St , P 0 Box 520
<br /> Pleasanton, CA 94566
<br /> Attention Executive Director
<br /> If to the Purchaser,to
<br /> JPMorgan Chase Bank, N A
<br /> 560 Mission Street—4th Floor,
<br /> San Francisco, California 94105
<br /> Attention Neil Pack, Executive Director
<br /> Each such notice, statement, demand, consent, approval, authorization, offer, designation,
<br /> request or other communication hereunder shall be deemed delivered to the party to whom it is
<br /> addressed (a) if given by courier or delivery service or if personally served or delivered, upon
<br /> delivery, (b) if given by facsimile or electronic communication, upon the sender's receipt of an
<br /> appropriate answerback or other written acknowledgment, (c) if given by registered or certified
<br /> mail, return receipt requested, deposited with the United States mail postage prepaid, 72 hours
<br /> after such notice is deposited with the United States mail, or (d) if given by any other means,
<br /> upon delivery at the address specified in this Section
<br /> 11. Parties in Interest; Survival of Representations and Warranties. This
<br /> Purchase Contract when accepted by the Issuer in writing as heretofore specified shall constitute
<br /> the entire agreement between the Issuer and the Purchaser This Purchase Contract is made
<br /> solely for the benefit of the Issuer and the Purchaser (including the successors or assigns of the
<br /> Purchaser) No person shall acquire or have any rights hereunder or by virtue hereof All
<br /> representations, warranties and agreements of the Issuer in this Purchase Contract shall survive
<br /> regardless of(a) any investigation or any statement in respect thereof made by or on behalf of the
<br /> Purchaser, (b) delivery of and payment by the Purchaser for the Bonds hereunder, and (c) any
<br /> termination of this Purchase Contract
<br /> 12 Execution in Counterparts This Purchase Contract may be executed in several
<br /> counterparts each of which shall be regarded as an original and all of which shall constitute but
<br /> one and the same document
<br /> 14
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