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ATTY/RESO.0049/CC RESO REFUNDING WATER BONDS <br />REV: 08-08-24 MI <br />Page 3 of 6 <br />(a) the Installment Purchase Contract; <br /> <br />(b) the Bond Purchase Agreement; and <br /> <br />(c) the Escrow Deposit and Trust Agreement; and <br /> <br />(d) the Continuing Disclosure Certificate, to be dated the date of initial <br />delivery of the Bonds, the form of which is attached to the Official Statement. <br /> <br />An Authorized Officer is hereby authorized and directed to execute, and the City Clerk is <br />hereby authorized and directed to attest to, the final forms of each of the above-mentioned <br />documents for and in the name and on behalf of the City. <br /> <br />Section 4. Sale of Bonds. The City Council hereby approves the negotiated sale <br />of the Bonds by the Authority to the Underwriter. The Bonds shall be sold upon the terms <br />and conditions set forth in the Bond Purchase Agreement. The Bonds shall be sold at <br />such price and shall bear interest at such rates as shall produce a minimum net present <br />value savings to the City of at least 3% of the principal component of the installment <br />payments made by the City under the 2013 Purchase Contract, as such savings shall be <br />verified and conclusively determined by the City’s municipal advisor (the “Minimum <br />Savings Requirement”). The Underwriter’s discount shall not exceed 1.5%. <br /> <br />Section 5. Official Statement. The City Council approves the preparation of, and <br />hereby authorizes an Authorized Officer to deem final within the meaning of Rule 15c2- <br />12 of the Securities and Exchange Commission except for permitted omissions, a <br />preliminary form of Official Statement describing the Bonds. An Authorized Officer is <br />hereby authorized to execute the final Official Statement in the name and on behalf of the <br />City, including as it may be modified by such additions thereto and changes therein as <br />the Authorized Officers, upon consultation with the City Attorney, disclosure counsel and <br />bond counsel, shall deem necessary, desirable or appropriate, and the execution of the <br />final Official Statement by the Authorized Officers shall be conclusive evidence of the <br />approval of any such additions and changes. <br /> <br />Section 6. Official Actions. The Authorized Officers, the City Clerk and any and <br />all other officers of the City are hereby authorized and directed, for and in the name and <br />on behalf of the City, to do any and all things and take any and all actions, including <br />obtaining a rating on the Bonds, a municipal bond insurance policy or a debt reserve fund <br />insurance policy, and including execution and delivery of any and all assignments, <br />certificates, requisitions, agreements, notices, consents, instruments of conveyance, <br />warrants and other documents, which they, or any of them, may deem necessary or <br />advisable in order to consummate the transactions as described herein in connection with <br />the issuance and sale of the Bonds. <br /> <br />Section 7. Approval of Professional Services. The City Council hereby appoints <br />the firm of Jones Hall, A Professional Law Corporation, as bond counsel and disclosure <br />counsel to the City in connection with the issuance of the Bonds, and an Authorized <br />8.A. - Page 107 of 255 <br />735