AgdaPkt 2015-04-13 Closed and Joint SA and PFA REVISED 04_10_2015

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8.A. - Page 11 payment of the principal of and interest on the Bonds as described in the Installment Purchase Contract; and WHEREAS, in connection with the offering of the Bonds, the Authority and the City have caused to be prepared a preliminary Official Statement (the "Official Statement") describing, among other things, the City, the Indenture, the City's municipal water enterprise, the Refunded Bonds, the Installment Purchase Contract and the Bonds, a preliminary form of which is on file with the Secretary of the Authority; and WHEREAS, the Bonds will be sold pursuant to competitive sale, and the Authority has caused a Notice of Sale to be prepared (the "Notice of Sale"); and WHEREAS, the Authority has duly considered such transactions, including, without limitation, the Indenture, the Notice of Sale, the Installment Purchase Contract and the Official Statement, and wishes at this time to approve said transactions in the public interests of the Authority. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY OF REDWOOD CITY PUBLIC FINANCING AUTHORITY, AS FOLLOWS: Section 1. Findings. The findings set forth in the recitals hereof are true and correct. Section 2. Issuance of Bonds; Approval of Indenture. The Authority hereby authorizes the issuance of the Bonds under and pursuant to the Act and the Indenture in the aggregate principal amount of not to exceed $21,055,000 for the purposes hereinbefore described. The Authority hereby approves the Indenture in the form on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Chairperson, Vice Chairperson, Executive Director or Finance Director, or their respective designated representatives (each, an "Authorized Officer"), upon consultation with Authority counsel and Jones Hall, A Professional Law Corporation ("Bond Counsel'), whose execution thereof shall be conclusive evidence of the approval of any such additions and changes. Such changes and additions shall include, without limitation, the insertion in the Indenture of the final annual maturities and final aggregate principal amount of the Bonds and the final annual interest rates payable with respect to the Bonds. Each Authorized Officer is hereby authorized and directed to execute, and the Secretary Is hereby authorized and directed to attest, the final form of the Indenture for and in the name and on behalf of the Authority. The Authority hereby authorizes the delivery and performance of the Indenture. Section 3. Approval of Installment Purchase Contract. The Authority hereby approves the purchase and sale of the Project to the City pursuant to and in accordance with the Installment Purchase Contract in the form on file with the Secretary, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officers, upon consultation with Authority counsel and Bond Counsel, whose execution thereof shall be conclusive evidence of approval of any such additions and changes. Each Authorized Officer is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest, the final form of the Installment Purchase Contract for and in the name and on behalf of the Authority. The Authority hereby authorizes the delivery and performance of the Installment Purchase Contract. Section 4. Sale of Bonds. The Authority hereby authorizes the sale of the Bonds by competitive sale pursuant to and in accordance with the Notice of Sale, in substantially the form on file with the Secretary together with any additions thereto or changes therein approved by ATTY/RESO.3070/CC RESO PFA AUTHORITY REV:03-30-15 MLG Page 2 of 4