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Resolution No. 2024-025 <br />Page 2 of 3 <br />SECTION 3. Approval of Installment Sale Agreement. The City Council hereby <br />approves the Installment Sale Agreement between the Authority and the City, under which the <br />Authority agrees to provide financing for the Water Projects and to sell the completed Water <br />Projects to the City in consideration of the payment by the City of semiannual installment <br />payments which are sufficient to provide revenues with which to pay principal of and interest on <br />the Bonds when due. The Installment Sale Agreement is hereby approved in substantially the <br />form on file with the City Clerk together with any changes therein or additions thereto deemed <br />advisable by the City Manager or the Finance Director (each, an "Authorized Officer"), and the <br />execution thereof by an Authorized Officer shall be conclusive evidence of the approval of any <br />such changes or additions. An Authorized Officer is hereby authorized and directed for and in <br />the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed <br />to attest to, if necessary, the final form of the Installment Sale Agreement. <br />SECTION 4. Sale of Bonds by the Authority. The City Council hereby approves the <br />negotiated sale of the Bonds by the Authority to Siebert Williams Shank & Co., LLC, as underwriter <br />(the "Underwriter'). The Bonds shall be sold to the Underwriter under the Bond Purchase <br />Agreement among the Authority, the City and the Underwriter, which is' hereby approved in <br />substantially the form on file with the City Clerk, together with any changes therein or additions <br />thereto deemed advisable by an Authorized Officer, and the execution thereof by an Authorized <br />Officer shall be conclusive evidence of the approval of any such changes or additions. An <br />Authorized Officer is hereby authorized and directed for and in the name and on behalf of the City <br />to accept an offer from the Underwriter to purchase the Bonds from the Authority and to execute <br />the final form of the Bond Purchase Agreement in the name of the City. <br />SECTION 5. Official Statement. The City Council hereby approves and deems final <br />within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, a preliminary Official <br />Statement for the Bonds in the form on file with the City Clerk. An Authorized Officer is authorized, <br />at the request of the Underwriter, to execute an appropriate certificate affirming the City Council's <br />determination that said preliminary Official Statement has been deemed final within the meaning <br />of said Rule. The City Council approves the distribution of the preliminary Official Statement by <br />the Underwriter to prospective investors, in substantially the form on file with the City Clerk, <br />together with any changes therein or additions thereto deemed advisable by an Authorized <br />Officer. An Authorized Officer is authorized and directed to approve any changes in or additions <br />to a final form of an Official Statement for the Bonds, and the execution thereof by an Authorized <br />Officer will be conclusive evidence of approval of any such changes and additions. The City <br />Council authorizes the distribution of the final Official Statement by the Underwriter, which will <br />include final pricing information related to the Bonds. <br />SECTION 6. Official Actions. The Mayor, the City Manager, the Finance Director, the <br />City Clerk and all other officers of the City are each authorized and directed in the name and on <br />behalf of the City to make any and all assignments, certificates, requisitions, agreements, notices, <br />consents, instruments of conveyance, warrants and other documents, including but not limited to <br />a Continuing Disclosure Certificate in substantially the form attached as Appendix C to the Official <br />Statement which is approved under Section 5, which they or any of them might deem necessary <br />or appropriate in order to consummate any of the transactions contemplated by the agreements <br />and documents approved under this Resolution. Whenever in this Resolution any officer of the <br />City is authorized to execute or countersign any document or take any action, such execution, <br />countersigning or action may be taken on behalf of any person serving in such role in an interim <br />capacity or by any officer or person designated by such officer to act on his or her behalf. <br />SECTION 7. Effective Date. This Resolution shall take effect from and after the date of <br />its passage and adoption. <br />