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OTHER-2024-033-Bond Purchase Agreement
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OTHER-2024-033-Bond Purchase Agreement
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Last modified
10/24/2024 10:57:21 AM
Creation date
10/24/2024 10:42:36 AM
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BOCC
Date
5/21/2024
Meeting Type
Business
Document Type
Others
Agenda Item
6-B
Document Relationships
Agenda 05-21-24; 6-b - Adoption of the Final Financing Resolution Authorizing the Issuance of Installment Purchase Financing for Various Capital Investment Plan Projects
(Attachment)
Path:
\Board of County Commissioners\BOCC Agendas\2020's\2024\Agenda - 05-21-2024 Business Meeting
Agenda for May 21, 2024 BOCC Meeting
(Attachment)
Path:
\Board of County Commissioners\BOCC Agendas\2020's\2024\Agenda - 05-21-2024 Business Meeting
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unsold 2024A Bonds of that maturity to any person at a price that is higher than the initial offering price to <br /> the public during the period starting on the sale date and ending on the earlier of the following : <br /> ( 1 ) the close of the fifth (5th) business day after the sale dates or <br /> (2) the date on which the Underwriters have sold at least 10 % of that maturity <br /> of the 2024A Bonds to the public at a price that is no higher than the initial <br /> offering price to the public . <br /> The Underwriters shall promptly advise the County when the Underwriters have sold 10 % of that <br /> maturity of the 2024A Bonds to the public at a price that is no higher than the initial offering price to the <br /> public, if that occurs prior to the close of the fifth (5th) business day after the sale date . <br /> (d) Baird confirms that any selling group agreement and any retail distribution <br /> agreement (to which Baird is a party) relating to the initial sale of the 2024A Bonds to the public , together <br /> with the related pricing wires , contains or will contain language obligating each underwriter, each dealer <br /> who is a member of the selling group and each broker-dealer that is a party to such retail distribution <br /> agreement, as applicable , to (A) report the prices at which it sells to the public the unsold 2024A Bonds of <br /> each maturity allotted to it until it is notified by Baird that either the 10 % test has been satisfied as to the <br /> 2024A Bonds of that maturity or all 2024A Bonds of that maturity have been sold to the public and (B ) <br /> comply with the hold-the- offering-price rule, if applicable, in each case if and for so long as directed by <br /> Baird. The County acknowledges that, in making the representation set forth in this subsection, Baird will <br /> rely on (1) in the event a selling group has been created in connection with the initial sale of the 2024A <br /> Bonds to the public , the agreement of each dealer who is a member of the selling group to comply with the <br /> hold-the -offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing <br /> wires , and (ii) in the event that a retail distribution agreement was employed in connection with the initial <br /> sale of the 2024A Bonds to the public, the agreement of each broker- dealer that is a party to such agreement <br /> to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement <br /> and the related pricing wires . The County further acknowledges that the Underwriters shall not be liable <br /> for the failure of any dealer who is a member of a selling group , or of any broker- dealer that is a party to a <br /> retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering- <br /> price rule as applicable to the 2024A Bonds . <br /> (e) The Underwriters acknowledge that sales of any 2024A Bonds to any person that <br /> is a related party to either of the Underwriters shall not constitute sales to the public for purposes of this <br /> section . Further, for purposes of this section : <br /> i . "public" means any person other than an underwriter or a related party, <br /> 11 . "underwriter" means (A) any person that agrees pursuant to a written contract with <br /> the County (or with the lead underwriter to form an underwriting syndicate) to <br /> participate in the initial sale of the 2024A Bonds to the public and (B) any person <br /> that agrees pursuant to a written contract directly or indirectly with a person <br /> described in clause (A) to participate in the initial sale of the 2024A Bonds to the <br /> public (including a member of a selling group or a party to a retail distribution <br /> agreement participating in the initial sale of the 2024A Bonds to the public) , <br /> 1110 a purchaser of any of the 2024A Bonds is a "related party" to an underwriter if the <br /> underwriter and the purchaser are subject, directly or indirectly, to (1) at least 50 % <br /> 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 <br /> - 3 - <br />
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