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File Number: 18-540 <br />SECTION 3. Negotiated Sale of 2018 Bonds. The City Council hereby approves the <br />negotiated sale of the 2018 Bonds by the Authority to Stifel, Nicolaus & Company, <br />Incorporated, as underwriter (the “Underwriter”). The 2018 Bonds shall be sold pursuant to <br />the terms and provisions of a Bond Purchase Agreement among the Authority, the City <br />and the Underwriter in substantially the form on file with the City Clerk, together with any <br />changes therein or additions thereto deemed advisable by an Authorized Officer; <br />provided, that the true interest cost of the 2018 Bonds shall not exceed 5.0% and the <br />Underwriter’s discount on the 2018 Bonds shall not exceed 0.5%. <br />SECTION 4. Official Statement. The City Council hereby approves the preliminary <br />Official Statement describing the 2018 Bonds in substantially the form on file with the City <br />Clerk. The City Manager and the Finance Director, each acting alone, are hereby <br />authorized and directed to approve any changes in or additions to said preliminary Official <br />Statement, and to execute an appropriate certificate stating the City’s determination that <br />the preliminary Official Statement (together with any changes therein or additions thereto) <br />has been deemed nearly final within the meaning of Rule 15c2-12 of the Securities <br />Exchange Act of 1934. Distribution of the preliminary Official Statement by the <br />Underwriter is hereby approved. The City Manager and the Finance Director, each acting <br />alone, are hereby authorized and directed to approve any changes in or additions to a final <br />form of said Official Statement, and the execution thereof by the City Manager or the <br />Finance Director shall be conclusive evidence of approval of any such changes and <br />additions. The City Council hereby authorizes the distribution of the final Official Statement <br />by the Underwriter. The final Official Statement shall be executed on behalf of the City by <br />the City Manager or the Finance Director. <br />SECTION 5. Engagement of Municipal Advisor. The firm of Kitahata & Company is <br />hereby retained as municipal advisor to the City in connection with the issuance and sale <br />of the 2018 Bonds by the Authority. The City Manager and the Finance Director, each <br />acting alone, are authorized and directed on behalf of the City to execute an agreement <br />with said firm in the form on file with the City Clerk. <br />SECTION 6. Engagement of Bond and Disclosure Counsel. The firm of Jones Hall, <br />A Professional Law Corporation, is hereby retained as bond counsel and disclosure <br />counsel to the City in connection with the issuance and sale of the 2018 Bonds by the <br />Authority. The City Manager and the Finance Director, each acting alone, are authorized <br />and directed on behalf of the City to execute an agreement with said firm in the form on file <br />with the City Clerk. <br />SECTION 7. Official Actions. The Authorized Officers, the City Attorney, the City Clerk <br />and all other officers of the City are each authorized and directed on behalf of the City to <br />make and deliver any and all leases, assignments, certificates, requisitions, agreements, <br />notices, consents, instruments of conveyance or termination, warrants and other <br />documents, which they or any of them deem necessary or appropriate in order to <br />consummate any of the transactions contemplated by the agreements and documents <br />approved under this Resolution. An Authorized Officer may revise the identity of the <br />Leased Property as necessary in order to accomplish the purposes of this Resolution. <br />Whenever in this Resolution any officer of the City is authorized to execute or countersign <br />Page 3 City of San Leandro Printed on 10/30/2018