Laserfiche WebLink
5 <br />4887-1989-4478v4/200356-0620 <br />term being used as defined below) shall not constitute sales to the public for purposes of this section. <br />Further, for purposes of this section: <br />(1) “public” means any person other than an underwriter or a related <br />party; <br />(2) “underwriter” means (A) any person that agrees pursuant to a <br />written contract with the Authority (or with the lead underwriter to form an underwriting <br />syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that <br />agrees pursuant to a written contract directly or indirectly with a person described in clause <br />(A) to participate in the initial sale of the Bonds to the public (including a member of a <br />selling group or a party to a third-party distribution agreement participating in the initial sale <br />of the Bonds to the public); <br />(3) a purchaser of any of the Bonds is a “related party” to an <br />underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more <br />than 50% common ownership of the voting power or the total value of their stock, if both <br />entities are corporations (including direct ownership by one corporation of another), (ii) more <br />than 50% common ownership of their capital interests or profits interests, if both entities are <br />partnerships (including direct ownership by one partnership of another), or (iii) more than <br />50% common ownership of the value of the outstanding stock of the corporation or the <br />capital interests or profit interests of the partnership, as applicable, if one entity is a <br />corporation and the other entity is a partnership (including direct ownership of the applicable <br />stock or interests by one entity of the other); and <br />(4) “sale date” means the date of execution of this Purchase Agreement <br />by the Authority and the Underwriter. <br />4. The Authority and the City hereby authorize the use by the Underwriter of (i) the <br />Indenture, (ii) the Installment Purchase Contract, dated as of September 1, 2024 (the “Installment <br />Purchase Contract”, between the City and the Authority, (ii) the Continuing Disclosure Certificate, <br />dated as of September ___, 2024 (the “Continuing Disclosure Certificate”) executed and delivered <br />by the City and accepted by U.S. Bank, as dissemination Agent, and (iii) the Official Statement, and <br />any supplements or amendments thereto, and the information contained in each of such documents, <br />in connection with the public offering and sale of the Bonds. The Authority and the City consent to <br />the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in <br />connection with the public offering of the Bonds. <br />The Authority will deliver to the Underwriter, within seven (7) business days after the date of <br />this Purchase Agreement and in sufficient time to accompany any confirmation requesting payment <br />from any customers of the Underwriter, copies of the Official Statement in final form (including all <br />documents incorporated by reference therein) and any amendment or supplement thereto in such <br />quantities as the Underwriter may reasonably request in order to comply with the obligations of the <br />Underwriter pursuant to the Rule and the rules of the Municipal Securities Rulemaking Board. As <br />soon as practicable following receipt thereof from the Authority, the Underwriter shall deliver the <br />Official Statement to the Municipal Securities Rulemaking Board. <br />5. At 8:00 a.m., Pacific Time, on September ____, 2024, or at such other time or on <br />such other business day as shall have been mutually agreed upon by the Authority and the <br />8.A. - Page 216 of 255 <br />844