Laserfiche WebLink
3 <br />4925-0715-6784.2 <br /> <br />The winning bidder shall assist the Issuer in establishing the issue price of the Bonds and shall execute <br />and deliver to the Issuer at closing an “issue price” or similar certificate setting forth the reasonably <br />expected initial offering price to the public or the sales price or prices of the Bonds, together with the <br />supporting pricing wires or equivalent communications, substantially in the form attached hereto as <br />Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the <br />winning bidder, the Issuer and Bond Counsel. All actions to be taken by the Issuer under this Notice of <br />Sale to establish the issue price of the Bonds may be taken on behalf of the Issuer by the Issuer’s <br />Municipal Advisor and any notice or report to be provided to the Issuer may be provided to the Issuer’s <br />Municipal Advisor. <br /> <br />The Issuer intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining <br />“competitive sale” for purposes of establishing the issue price of the Bonds) will apply to the initial sale <br />of the Bonds (the “competitive sale requirements”) because: <br />(1) the Issuer shall disseminate this Notice of Sale to potential underwriters in a manner that is <br />reasonably designed to reach potential underwriters; <br />(2) all bidders shall have an equal opportunity to bid; <br />(3) the Issuer may receive bids from at least three underwriters of municipal bonds who have <br />established industry reputations for underwriting new issuances of municipal bonds; and <br />(4) the Issuer anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to <br />purchase the Bonds at the highest price (or lowest cost), as set forth in this Notice of Sale. <br /> <br />Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase <br />of the Bonds, as specified in the bid. <br /> <br />In the event that the competitive sale requirements are not satisfied, the Issuer shall promptly so advise <br />the winning bidder. The Issuer may then determine to treat the initial offering price to the public as of the <br />award date of the Bonds as the issue price of each maturity by imposing on the winning bidder the Hold- <br />the-Offering-Price Rule as described in the following paragraph (the “Hold-the-Offering-Price Rule”). <br />Bids will not be subject to cancellation in the event that the Issuer determines to apply the Hold-the- <br />Offering-Price Rule to the Bonds. Bidders should prepare their bids on the assumption that the <br />Bonds will be subject to the Hold-the-Offering-Price Rule in order to establish the issue price of the <br />Bonds. <br /> <br />By submitting a bid, the winning bidder shall (i) confirm that the underwriters have offered or will offer <br />the Bonds to the public on or before the date of award at the offering price or prices (the “Initial Offering <br />Price”), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and <br />(ii) agree, on behalf of the underwriters participating in the purchase of the Bonds, that the underwriters <br />will neither offer nor sell unsold Bonds of any maturity to which the Hold-the-Offering Price Rule shall <br />apply to any person at a price that is higher than the Initial Offering Price to the public during the period <br />starting on the award date for the Bonds and ending on the earlier of the following: <br />(1) the close of the fifth (5th) business day after the award date; or <br />(2) the date on which the underwriters have sold at least 10% of a maturity of the Bonds to the public <br />at a price that is no higher than the Initial Offering Price to the public (the “10% Test”), at which <br />time only that particular maturity will no longer be subject to the Hold-the-Offering-Price Rule. <br /> <br />The Issuer acknowledges that, in making the representations set forth above, the winning bidder will rely <br />on (i) the agreement of each underwriter to comply with the requirements for establishing issue price of <br />the Bonds, including, but not limited to, its agreement to comply with the Hold-the-Offering-Price Rule, <br />if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, <br />(ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the <br />public, the agreement of each dealer who is a member of the selling group to comply with the <br />requirements for establishing issue price of the Bonds, including but not limited to, its agreement to