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<br /> Report, the assessment and the assessment diagram, and any amendments thereto approved
<br /> by this Council, all as recorded in the office of the Public Works Director.
<br /> Section 2. Bonds Authorized. Pursuant to the Act, this Resolution and the Fiscal
<br /> Agent Agreement (hereafter defined), improvement bonds of the Town for the Assessment
<br /> District designated as "Town of Los Altos Hills, West Loyola Sewer Assessment District No. 1,
<br /> Series 2009 Limited Obligation Improvement Bonds" (the "Bonds"), in an aggregate principal
<br /> amount not to exceed $3,200,000, are hereby authorized to be issued.
<br /> Section 3. Fiscal Agent Agreement. The proposed form of Fiscal Agent Agreement
<br /> (the "Fiscal Agent Agreement") with respect to the Bonds, by and between the Town and The
<br /> Bank of New York Mellon Trust Company, N.A., as fiscal agent, in the form presented to this
<br /> Council at this meeting, is hereby approved. The Mayor, City Manager, Finance Director,
<br /> Public Works Director, City Attorney, and their respective designees (each an "Authorized
<br /> Officer") are hereby authorized and directed to execute and deliver the Fiscal Agent Agreement
<br /> in substantially the form on file with the City Clerk, with such additions thereto or changes
<br /> therein as are approved by an Authorized Officer upon consultation with the City Attorney and
<br /> Bond Counsel, including such additions or changes as are necessary or advisable, provided,
<br /> however, that no additions or changes may authorize an aggregate principal amount of Bonds
<br /> in excess of $3,200,000, result in an average annual interest rate on the Bonds in excess of
<br /> 6.80%, result in an underwriter's discount in excess of 1.25% of the aggregate principal amount
<br /> of the Bonds, or result in a maturity of the Bonds in excess of 39 years. The approval of such
<br /> additions or changes shall be conclusively evidenced by the execution and delivery of the Fiscal
<br /> Agent Agreement by the Authorized Officer. The date, manner of payment, interest rate or
<br /> rates, interest payment dates, denominations, form, registration privileges, manner of
<br /> execution, place of payment, terms of redemption and other terms of the Bonds shall be as
<br /> provided in the Fiscal Agent Agreement as finally executed.
<br /> Section 4. Bond Purchase Agreement. The proposed form of Bond Purchase
<br /> Agreement between the Town and Stone & Youngberg LLC, as the original purchaser of the
<br /> Bonds (the "Underwriter"), is hereby approved and any Authorized Officer is hereby authorized
<br /> and directed to execute and deliver the Bond Purchase Agreement for and on behalf of the
<br /> Town, substantially in the form of the Bond Purchase Agreement on file with the City Clerk, with
<br /> any changes, insertions and deletions as may be approved by any Authorized Officer in
<br /> consultation with the City Attorney and Bond Counsel, such approval to be conclusively
<br /> evidenced by the execution of the Bond Purchase Agreement by an Authorized Officer,
<br /> provided that the conditions set forth in Section 3 hereof are met.
<br /> Section 5. Bonds Prepared and Delivered. Upon execution of the Bond Purchase
<br /> Agreement by the Town and the Underwriter, the Bonds shall be prepared, authenticated and
<br /> delivered, all in accordance with the applicable terms of the Bond Purchase Agreement and the
<br /> Fiscal Agent Agreement, and any Authorized Officer and other responsible Town officials and
<br /> staff are hereby authorized and directed to take such actions as are required under the Bond
<br /> Purchase Agreement and the Fiscal Agent Agreement to complete all actions required to
<br /> evidence the delivery of the Bonds upon the receipt of the purchase price thereof from the
<br /> Underwriter.
<br /> Section 6. Official Statement. This Council hereby approves the Preliminary Official
<br /> Statement describing the Assessment District and the Bonds, in substantially the form on file
<br /> with the City Clerk, together with any changes therein or additions thereto deemed advisable by
<br /> the Authorized Officer in consultation with the City Attorney and Bond Counsel. Any Authorized
<br /> Officer is hereby authorized and directed to provide written certification that the Preliminary
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