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NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of San <br />Leandro as follows: <br />SECTION 1. ISSUANCE OF 2018 BONDS. The City Council hereby approves the <br />issuance of the 2018 Bonds by the Authority under the Bond Law in the maximum <br />principal amount not to exceed $22,000,000, for the purpose of providing funds to <br />finance capital improvement projects of the City. <br />SECTION 2. APPROVAL OF RELATED FINANCING AGREEMENTS. The City <br />Council hereby approves each of the following agreements required for the issuance and <br />sale of the 2018 Bonds, in substantially the respective forms on file with the City Clerk, <br />together with any changes therein or additions thereto (including the addition of a reserve <br />account) deemed advisable by the Mayor, City Manager, Assistant City Manager or the <br />Finance Director (each, an "Authorized Officer"), whose execution thereof shall be <br />conclusive evidence of the approval of any such changes or additions. An Authorized <br />Officer is hereby authorized and directed for and on behalf of the City to execute, and the <br />City Clerk is hereby authorized and directed to attest, the final form of each such <br />agreement, as follows: <br />First Amendment to Site Lease, between the City, as lessor, and the Authority, as lessee, <br />amending the Site Lease pursuant to which the City has leased the Leased Property to the <br />Authority in consideration of the payment of an upfront amount which was applied by the <br />City to refinance the Prior Project, and pursuant to which an additional payment will be <br />made to finance the costs of the capital improvement projects; <br />First Amendment to Lease Agreement, between the Authority, as lessor, and the City, as <br />lessee, amending the Lease Agreement pursuant to which the Authority has leased the <br />Leased Property back to the City in consideration of the payment of semiannual lease <br />payments to the Authority, which payments the Authority has assigned to the Trustee and <br />which will be updated to reflect the increased lease payments due following issuance of <br />the 2018 Bonds; and <br />Continuing Disclosure Certificate, to be executed by the City, providing for the ongoing <br />disclosure of certain information related to the 2018 Bonds in accordance with Rule <br />15c2-12 of the Securities Exchange Act of 1934. <br />SECTION 3. NEGOTIATED SALE OF 2018 BONDS. The City Council hereby <br />approves the negotiated sale of the 2018 Bonds by the Authority to Stifel, Nicolaus & <br />Company, Incorporated, as underwriter (the "Underwriter"). The 2018 Bonds shall be <br />sold pursuant to the terms and provisions of a Bond Purchase Agreement among the <br />Authority, the City and the Underwriter in substantially the form on file with the City <br />Clerk, together with any changes therein or additions thereto deemed advisable by an <br />Authorized Officer; provided, that the true interest cost of the 2018 Bonds shall not <br />exceed 5.0% and the Underwriter's discount on the 2018 Bonds shall not exceed 0.5%. <br />RESOLUTION NO. 2018-135 2 <br />