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File Number: 16-513 <br />2007 Certificates. <br />SECTION 3. Negotiated Sale of Refunding Bonds. The Board of Directors hereby <br />authorizes and directs the negotiated sale of the Refunding Bonds to Stifel, Nicolaus & <br />Company, Incorporated (the “Underwriter”). The Refunding Bonds shall be sold pursuant to <br />the terms and provisions of a Bond Purchase Agreement among the Authority, the City and <br />the Underwriter in substantially the same form on file with the Secretary together with any <br />changes therein or additions thereto deemed advisable by an Authorized Officer. The <br />Refunding Bonds shall be sold at such price and shall bear interest at such rates as shall <br />produce a minimum net present value savings to the City of at least 5% of the principal <br />amount of the outstanding 2007 Certificates, as such savings shall be verified and <br />conclusively determined by the City’s Financial Advisor (the “Minimum Savings Requirement”). <br />The Underwriter’s discount shall not exceed 0.45%. <br />SECTION 4. Official Statement. The Board of Directors hereby approves the preliminary <br />Official Statement describing the Refunding Bonds in substantially the form on file with the <br />Secretary. The Executive Director and the Treasurer, each acting alone, are hereby <br />authorized and directed to approve any changes in or additions to said preliminary Official <br />Statement and, if requested by the Underwriter, to execute an appropriate certificate stating <br />the Authority’s determination that the preliminary Official Statement (together with any <br />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 Executive Director and the Treasurer, <br />each acting alone, are hereby authorized and directed to approve any changes in or additions <br />to a final form of said Official Statement, and the execution thereof by the Executive Director <br />or the Treasurer shall be conclusive evidence of approval of any such changes and additions. <br />The Board of Directors hereby authorizes the distribution of the final Official Statement by the <br />Underwriter. The final Official Statement shall be executed on behalf of the Authority by the <br />Executive Director or the Treasurer. <br />SECTION 5. Official Actions. The Authorized Officers and the General Counsel, the <br />Secretary and all other officers of the Authority are each authorized and directed on behalf of <br />the Authority to make any and all leases, assignments, certificates, requisitions, agreements, <br />notices, consents, instruments of conveyance or termination, warrants and other documents, <br />which they or any of them deem necessary or appropriate in order to consummate any of the <br />transactions contemplated by the agreements and documents approved under this <br />Resolution. An Authorized Officer may revise the identity of the Leased Property as necessary <br />in order to accomplish the purposes of this Resolution. Whenever in this resolution any officer <br />of the Authority is authorized to execute or countersign any document or take any action, such <br />execution, countersigning or action may be taken on behalf of such officer by any person <br />designated by such officer to act on his or her behalf if such officer is absent or unavailable. <br />SECTION 6. Effective Date. This Resolution shall take effect immediately upon its passage <br />and adoption. <br />Page 3 City of San Leandro Printed on 10/11/2016