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"Master Installment Agreement") and a First Supplement to Master Installment <br />Purchase Agreement (the "First Supplement"), under which the City will make <br />Installment Payments; <br />E. The Authority and the City desire that U.S. Bank Trust Company, National <br />Association, as trustee (the "Trustee") and the Authority enter into an Indenture <br />(the "Indenture") in order to provide for the issuance of the Bonds; <br />F. The Bonds will be issued pursuant to the Marks -Roos Local Bond Pooling <br />Act of 1985, commencing with Section 6584 of the California Government Code <br />(the "Act"); <br />G. Ramirez & Co., Inc., as underwriter (the "Underwriter"), has submitted to the <br />City and the Authority a proposed form of an agreement to purchase the Bonds <br />in the form of a Bond Purchase Agreement (the "Purchase Agreement"); <br />H. A form of the Preliminary official Statement (the "Preliminary official <br />Statement") to be distributed in connection with the public offering of the Bonds <br />has been prepared; <br />I. Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 <br />("Rule 15c2-12") requires that, in order to be able to purchase or sell the Bonds, <br />the Underwriter must have reasonably determined that the City has undertaken <br />in a written agreement or contract for the benefit of the holders of the Bonds to <br />provide disclosure of certain financial information and certain material events on <br />an ongoing basis; <br />J. In order to cause such requirement to be satisfied, the City desires to <br />execute and deliver a Continuing Disclosure Certificate (the "Continuing <br />Disclosure Certificate"); <br />K. In order to cause the refinancing of the 2014 Bonds, there is presented an <br />Escrow Agreement (the "Escrow Agreement"), between the City and The Bank of <br />New York Mellon Trust Company, N.A., the trustee for the 2014 Bonds; <br />L. The City is a member of the Authority and the Project is located within the <br />boundaries of the City; <br />M. Senate Bill 450 (Chapter 625 of the 2017-2018 Session of the California <br />Legislature) ("SB 450") requires that the City Council obtain from an underwriter, <br />municipal advisor or private lender and disclose, prior to authorization of the <br />issuance of bonds, including debt instruments such as the Bonds, with a term of <br />greater than 13 months, good faith estimates of the following information in a <br />meeting open to the public: (a) the true interest cost of the Bonds, (b) the sum of <br />all fees and charges paid to third parties with respect to the Bonds, (c) the <br />amount of proceeds of the Bonds expected to be received net of the fees and <br />charges paid to third parties and any reserves or capitalized interest paid or <br />funded with proceeds of the Bonds, and (d) the sum total of all debt service <br />Resolution No.2024-025 <br />Page 2of6 <br />