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<br />Five Million dollars ($35,000,000) net of the original issue discount (if any) on the Series 2007
<br />Bonds) shall not exceed the sum of the unpaid principal amount of the PERS Obligation, plus
<br />the underwriter's discount on the Series 2007 Bonds and plus the original issue discount (if
<br />any) on the Series 2007 Bonds and plus the costs of issuance of the Series 2007 Bonds
<br />(including any bond insurance premiums and administrative cost related to the Series 2007
<br />Bonds); and provided further, that the interest rate on the Series 2007 Bonds which are issued
<br />as fixed rate bonds shall not exceed Six and one-half percent (6.5%) per annum and the
<br />interest rate on the Series 2007 Bonds which are issued as variable rate bonds shall not
<br />exceed the maximum rate permitted by law; and provided further, that the Series 2007 Bonds
<br />shall mature not later than thirty (30) years from their date of issuance. The Series 2007 Bonds
<br />shall be in substantially the forms set forth in the Indenture, with such changes therein,
<br />deletions therefrom and additions thereto as an Authorized Officer, or said officer's designee,
<br />shall approve as provided herein, such approval to be conclusively evidenced by the execution
<br />and delivery of the Series 2007 Bonds. Any Bonds may (as determined by an Authorized
<br />Officer or said officer's designee), be issued as fixed rate bond , auction rate securities,
<br />variable rate bonds, indexed notes, current interest bonds, deferred interest bonds, capital
<br />appreciation bonds, convertible capital appreciation bonds, embedded cap bonds, equity
<br />participation bonds or synthetic or hedged fixed rate bonds (or any combination of the
<br />foregoing) end may have applicable call features, base rates, variable rate determination
<br />methods, index maturities, spreads, spread multipliers, authorized denominations, payment
<br />date, applicable indexes and other variable items related thereto and may use credit
<br />enhancement (including, but not limited to, bond insurance, letters of credit and surety bonds).
<br />The City is obligated to satisfy its obligations under the Bonds from any lawfully available funds
<br />of the City.
<br />Section 4. The Indenture. The City is hereby authorized to enter into the Indenture
<br />with the Trustee, and an Authorized Officer, or said officers, is hereby authorized and directed
<br />to execute and deliver the Indenture on behalf of the City, which shall be in substantially the
<br />form presented to this meeting, with such changes therein, deletions therefrom and additions
<br />thereto as an Authorized Officer, or said officer's designee, shall approve (but consistent with
<br />the authority granted to an Authorized Officer, or said officer's designee, in Section 3 hereof
<br />including, but not limited to, additions necessary for the issuance of the types of bonds referred
<br />to in Section 3 hereof) in consultation with the City Attorney ("City Attorney") and Best Best &
<br />Krieger LLP, Bond Counsel for the Bonds, and such approval shall be conclusively evidenced
<br />by the execution and delivery of the Indenture. Pursuant to the terms of the Indenture, any
<br />Additional Bonds shall be issued pursuant to supplemental indentures, subject to the
<br />limitations contained herein and in the Indenture.
<br />Section 5. Validation Action. The officers and agents of the City are, and each of them
<br />hereby is, authorized and directed to do any and all things, including bringing, a validation
<br />action under Section 860 of the California Code of Civil Procedure, and to execute and deliver
<br />any and all documents which they or any of them deem necessary or advisable in order to
<br />consummate the transactions contemplated by this resolution, the Indenture and the Series
<br />2007 Bonds and otherwise to carry out, give effect to and comply with the terms and intent of
<br />this resolution, and all such actions heretofore taken by such officers are hereby ratified,
<br />confirmed and approved.
<br />RVPUB\FBAUM\729339.1
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