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File Number: 11 -432 WHEREAS, the issuance of the Bonds has been validated by judgment of the Alameda County Superior Court; and WHEREAS, in accordance with Section 6 of the Authorizing Resolution the City Council wishes at this time to approve the final form of the documents relating to the issuance and sale of the Bonds, and to approve official actions relating to the closing of the Bonds; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San Leandro as follows: Section 1. Approval of Bond Indenture. The City Council hereby approves the issuance of the Bonds under the Authorizing Resolution and the Bond Law in the aggregate principal amount of not to exceed $20,000,000 (the "Bonds "). The City Council hereby approves the Indenture of Trust between the City and U.S Bank National Association, as trustee, prescribing the terms and provisions of the Bonds, in substantially the form on file with the City Clerk together with any additions thereto or changes therein deemed necessary or advisable by the City Manager or the Finance Director (each, an "Authorized Officer "). An Authorized Officer is hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest to, the final form of the Indenture of Trust for and in the name and on behalf of the City. The City Council hereby authorizes the delivery and performance of the Indenture of Trust. Section 2. Sale of Bonds; Approval of Bond Purchase Agreement. The City Council hereby authorizes the sale of the Bonds to Morgan Keegan & Company, Inc. and Wedbush Securities Inc., as underwriters (together, the "Underwriters ") under the Bond Purchase Agreement in substantially the form on file with the City Clerk together with any additions thereto or changes therein approved by an Authorized Officer, whose execution thereof shall be conclusive evidence of such approval. The City Council hereby delegates to an Authorized Officer the authority to accept an offer from the Underwriters to purchase the Bonds and to execute the Bond Purchase Agreement for and in the name and on behalf of the City. The amount of Underwriters' discount shall not exceed 0.70% of the par amount of the Bonds. The Bonds shall be sold only if the net present value savings of refunding the PERS Side Fund Obligations are at least equal to 3.00% of the principal amount of the PERS Side Fund Obligations which are refunded. For purposes of determining the net present value savings of the refunding, the rate of interest on the PERS Side Fund Obligations shall be assumed to be 7.75 %. Determination of such net present value savings shall be made by Public Financial Management Inc., as financial advisor to the City, whose determination shall be final and conclusive. Section 3. Approval of Official Statement and Continuing Disclosure Certificate. The City Council hereby approves the Preliminary Official Statement describing the Bonds in substantially the form on file with the City Clerk. An Authorized Officer is hereby authorized to approve any additions to or changes in such Preliminary Official Statement, to deem the resulting Preliminary Official Statement nearly final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934 and to execute an appropriate certificate stating such City of San Leandro Page 2 Printed on 12/13/2011