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RES 2024025
City of Pleasanton
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CITY CLERK
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2020-present
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2024
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RES 2024025
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5/10/2024 4:29:09 PM
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CITY CLERK
CITY CLERK - TYPE
RESOLUTIONS
DOCUMENT DATE
5/7/2024
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2 <br />$___,___,000 principal amount of Pleasanton Joint Powers Financing Authority 2024 Water Revenue <br />Bonds (the “Bonds”). The Bonds will be dated as of their date of delivery. The Bonds will mature and <br />bear interest as set forth in Exhibit A. The purchase price of the Bonds is $_______ (being the <br />aggregate principal amount thereof plus net original issue premium of $_______, and less an <br />Underwriter’s discount of $_______). <br />The Underwriter agrees to make a bona fide public offering of all the Bonds at prices not in excess <br />of the respective initial public offering prices for the Bonds set forth on the inside cover page of the Official <br />Statement. A “bona fide public offering” shall include an offering to institutional investors or registered <br />investment companies, regardless of the number of such investors to which the Bonds are sold. <br />Section 2. The Bonds. The Bonds are limited obligations of the Authority payable solely <br />from revenues of the Authority, consisting primarily of certain installment payments (the “Installment <br />Payments”) made by the City from Net Water Revenues (as defined in the Indenture) to the Authority <br />pursuant to an Installment Sale Agreement dated June 1, 2024, between the Authority, as seller, and the <br />City, as purchaser (the “Installment Sale Agreement”). The right of the Authority to receive the Installment <br />Payments under the Installment Sale Agreement and to exercise remedies upon default under the <br />Installment Sale Agreement shall be assigned to the Trustee for the benefit of the owners of the Bonds <br />pursuant to the Indenture. <br />The Bonds are being issued to provide funds to: (i) assist the City with financing certain <br />improvements to the water treatment, production, storage and distribution systems within the service area <br />of the City, and (ii) pay the costs of issuing the Bonds, and shall be as described in, and shall be secured <br />under and pursuant to the Indenture substantially in the form previously submitted to the Underwriter, with <br />only such changes therein as shall be mutually agreed upon by the Authority, the City, and the Underwriter. <br />The proceeds of the Bonds shall be applied as set forth in the Indenture. <br />The Bonds, the Purchase Agreement, the Indenture, the Installment Sale Agreement, and <br />Resolution No. ________of the Board of Directors of the Authority adopted by the governing body of the <br />Authority on _______, 2024 (collectively, the “Authority Resolution”) authorizing the issuance of the <br />Bonds and the foregoing documents are collectively referred to herein as the “Authority Documents.” <br />The Purchase Agreement, the Continuing Disclosure Certificate of the City relating to the Bonds, <br />dated as of the Closing Date (the “Continuing Disclosure Certificate”), the Installment Sale Agreement, <br />and Resolution No. ________ of the City Council of the City adopted on _______, 2024 (the “City <br />Resolution”) authorizing the execution and delivery of the foregoing documents are collectively referred to <br />herein as the “City Documents.” <br />Section 3. Public Offering; Establishment of Issue Price for Bonds. <br />(a) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds <br />and shall execute and deliver at Closing an “issue price” or similar certificate, together with the supporting <br />pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with <br />such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the <br />Authority and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial <br />offering price or prices to the public of the Bonds. <br />Except as otherwise set forth in Exhibit A, the Authority will treat the first price at which 10% of <br />each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if <br />different interest rates apply within a maturity, each separate CUSIP number within that maturity will be <br />subject to the 10% test). At or promptly after the execution of the Purchase Agreement, the Underwriter
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