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RES 2024025
City of Pleasanton
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CITY CLERK
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2024
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RES 2024025
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5/10/2024 4:29:09 PM
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CITY CLERK
CITY CLERK - TYPE
RESOLUTIONS
DOCUMENT DATE
5/7/2024
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5 <br />3. a purchaser of any of the Bonds is a “related party” to an underwriter if the <br />underwriter and the purchaser are subject, directly or indirectly, to: (A) more than 50% common ownership <br />of the voting power or the total value of their stock, if both entities are corporations (including direct <br />ownership by one corporation of another); (ii) more than 50% common ownership of their capital interests <br />or profits interests, if both entities are partnerships (including direct ownership by one partnership of <br />another); or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation <br />or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and <br />the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity <br />of the other); and <br />4. “sale date” means the date of execution of the Purchase Agreement by all parties. <br />Section 4. The Official Statement. By their acceptance of this proposal, the Authority and <br />the City each ratify, confirm and approve of the use and distribution by the Underwriter prior to the date <br />hereof of the preliminary official statement relating to the Bonds dated ________, 2024 (including the front <br />cover page, inside front cover page, all appendices and all information incorporated therein and any <br />supplements or amendments thereto and as disseminated in its printed physical form or in electronic form <br />in all respects materially consistent with such physical form, the “Preliminary Official Statement”) that <br />authorized officers of the Authority and the City deemed “final” as of its date for purposes of Rule 15c2- <br />12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for <br />certain information that is permitted to be omitted therefrom by Rule 15c2-12. The Authority and the City <br />hereby agree to deliver or cause to be delivered to the Underwriter, within seven business days of the date <br />hereof, copies of a final official statement, dated the date hereof, relating to the Bonds (including all <br />information previously permitted to have been omitted by Rule 15c2-12), including the cover page, inside <br />cover page, all appendices, all information incorporated therein and any amendments or supplements as <br />have been approved by the Authority, the City, and the Underwriter (the “Official Statement”) in such <br />quantity as the Underwriter shall reasonably request to comply with Section (b)(4) of Rule 15c2-12 and the <br />rules of the Municipal Securities Rulemaking Board (the “MSRB”). <br />The Underwriter hereby agrees that it will not request that payment be made by any purchaser of <br />the Bonds prior to delivery by the Underwriter to the purchaser of a copy of the Official Statement. The <br />Underwriter agrees: (i) to provide the Authority with final pricing information for the Bonds on a timely <br />basis; and (ii) to promptly file a copy of the Official Statement, including any supplements prepared by the <br />Authority and the City, with the MSRB at http://emma.msrb.org. The Authority and the City hereby approve <br />of the use and distribution by the Underwriter of the Preliminary Official Statement in connection with the <br />offer and sale of the Bonds. The Authority and the City agree to cooperate with the Underwriter in the filing <br />by the Underwriter of the Official Statement with the MSRB. <br />Section 5. Closing. At 8:00 a.m., California Time, on June __, 2024, or at such other time or <br />date as the Authority, the City, and the Underwriter agree upon (the “Closing Date”), the Authority shall <br />deliver the Bonds, in definitive form, registered in the name of Cede & Co., as the nominee of The <br />Depository Trust Company (“DTC”), so that the Bonds may be credited to the account specified by the <br />Underwriter under DTC’s procedures. Concurrently with the delivery of the Bonds, the City will deliver <br />the documents hereinafter mentioned at the offices of Jones Hall, A Professional Law Corporation (“Bond <br />Counsel”), or another place to be mutually agreed upon by the Authority, the City, and the Underwriter. <br />The Underwriter will accept such delivery and pay the purchase prices of the Bonds as set forth in Section 1 <br />hereof by wire transfer in immediately available funds. This payment for and delivery of the Bonds, together <br />with the delivery of the aforementioned documents, is herein called the “Closing.” <br />The Bonds shall be registered in the name of Cede & Co., as nominee of DTC in denominations of <br />five thousand dollars ($5,000) or any integral multiple thereof. The Authority and the City acknowledge
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