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File Number: 16-512 <br />negotiated sale of the Refunding Bonds by the Authority to Stifel, Nicolaus & Company, <br />Incorporated (the “Underwriter”). The Refunding Bonds shall be sold pursuant to the terms <br />and provisions of a Bond Purchase Agreement among the Authority, the City and the <br />Underwriter in substantially the form on file with the City Clerk together with any changes <br />therein or additions thereto deemed advisable by an Authorized Officer. The Refunding <br />Bonds shall be sold at such price and shall bear interest at such rates as shall produce a <br />minimum net present value savings to the City of at least 5% of the principal amount of the <br />outstanding 2007 Certificates, as such savings shall be verified and conclusively determined <br />by the City’s Financial Advisor (the “Minimum Savings Requirement”). The Underwriter’s <br />discount shall not exceed 0.45%. <br />SECTION 4. Official Statement. The City Council hereby approves the preliminary Official <br />Statement describing the Refunding Bonds in substantially the form on file with the City Clerk. <br />The City Manager and the Finance Director, each acting alone, are hereby authorized and <br />directed to approve any changes in or additions to said preliminary Official Statement <br />(including the insertion of financial data that is contained in the City’s Comprehensive Annual <br />Financial Report for the fiscal year ended June 30, 2016) and to execute an appropriate <br />certificate stating the City’s determination that the preliminary Official Statement (together with <br />any changes therein or additions thereto) has been deemed nearly final within the meaning of <br />Rule 15c2-12 of the Securities Exchange Act of 1934. Distribution of the preliminary Official <br />Statement by the Underwriter is hereby approved. The City Manager and the Finance <br />Director, each acting alone, are hereby authorized and directed to approve any changes in or <br />additions to a final form of said Official Statement, and the execution thereof by the City <br />Manager or the Finance Director shall be conclusive evidence of approval of any such <br />changes and additions. The City Council hereby authorizes the distribution of the final Official <br />Statement by the Underwriter. The final Official Statement shall be executed on behalf of the <br />City by the City Manager or the Finance Director. <br />SECTION 5. Engagement of Bond and Disclosure Counsel. The firm of Jones Hall, A <br />Professional Law Corporation, is hereby retained as bond counsel and disclosure counsel to <br />the City in connection with the issuance and sale of the Refunding Bonds by the Authority. <br />The City Manager and the Finance Director, each acting alone, are authorized and directed <br />on behalf of the City to execute an agreement with said firm in the form on file with the City <br />Clerk. <br />SECTION 6. Official Actions. The Authorized Officers, the City Attorney, the City Clerk and <br />all other officers of the City are each authorized and directed on behalf of the City to make <br />any and all leases, assignments, certificates, requisitions, agreements, notices, consents, <br />instruments of conveyance or termination, warrants and other documents, which they or any <br />of them deem necessary or appropriate in order to consummate any of the transactions <br />contemplated by the agreements and documents approved under this Resolution. An <br />Authorized Officer may revise the identity of the Leased Property as necessary in order to <br />accomplish the purposes of this Resolution. Whenever in this Resolution any officer of the <br />City is authorized to execute or countersign any document or take any action, such execution, <br />countersigning or action may be taken on behalf of such officer by any person designated by <br />such officer to act on his or her behalf in the case such officer is absent or unavailable. <br />Page 3 City of San Leandro Printed on 10/11/2016