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3 CITY OF SAN MATEO JOINT POWERS FINANCING AUTHORITY
RESOLUTION NO. (2026)
A RESOLUTION (I) APPROVING THE FORM OF, RATIFYING THE EXECUTION OF, AND DIRECTING THE DELIVERY
OF A FIFTH AMENDMENT TO REIMBURSEMENT AGREEMENT RELATING TO CERTAIN BONDS, (II) APPROVING
THE FORM OF, RATIFYING THE EXECUTION OF, AND DIRECTING THE DELIVERY OF A SECOND AMENDED AND
RESTATED FEE AGREEMENT, AND (III) AUTHORIZING TAKING OF NECESSARY ACTIONS AND EXECUTION OF
NECESSARY DOCUMENTS AND CERTIFICATES IN CONNECTION THEREWITH WHEREAS, the City of San Mateo Joint Powers Financing Authority (the “Authority”), the City of San Mateo (the “City”) and Wells Fargo Bank, National Association, a national banking association (the “Bank”) have entered into that certain Reimbursement Agreement dated as of February 1, 2009 (as amended, supplemented or otherwise modified from time to time, the “Reimbursement Agreement”) and that certain Amended and Restated Fee Agreement dated as of March 20, 2018 (as amended, modified, or restated from time to time, the “Original Fee Agreement”), in connection with the issuance by the Bank of its Letter of Credit No. NZS634139 to support the Authority’s Variable Rate Demand Lease Revenue Bonds (Public Safety Project) Series 2007A (the “Bonds”); and
WHEREAS, the parties to the Reimbursement Agreement propose to enter into a Fifth Amendment to Reimbursement Agreement (the “Fifth Amendment”) for the purpose of extending the expiration date of the Reimbursement Agreement and to make certain other amendments to the Reimbursement Agreement; and WHEREAS, the parties to the Original Fee Agreement propose to enter into a Second Amended and Restated Fee Agreement (the “Second Amended and Restated Fee Agreement”) for the purpose of updating the fees in the Original Fee Agreement and to make certain other amendments to the Original Fee Agreement; and WHEREAS, there has been submitted to this Governing Board (the “Board”) a form of the Fifth Amendment and Second Amended and Restated Fee Agreement, and the Board has examined the form of the Fifth Amendment and Second Amended and Restated Fee Agreement and desires to approve the Fifth Amendment and Second Amended and Restated Fee Agreement and to ratify the execution of the Fifth Amendment and Second Amended and Restated Fee Agreement.
NOW THEREFORE, BE IT RESOLVED by the Governing Board of the City of San Mateo Joint Powers Financing Authority as follows:
Section 1. The Authority hereby finds and determines that the foregoing recitals are true and correct.
Section 2. The form of the Fifth Amendment and Second Amended and Restated Fee Agreement, on file with the Board, is hereby approved, and their execution by the Executive Director of the Authority (the “Executive Director”) is hereby ratified. The Chair of the Authority (the “Chair”), the Vice Chair of the Authority (the “Vice Chair”), the Executive Director or the Controller of the Authority (the “Controller”), or a designee of any of them (each, an “Authorized Officer”) are directed to execute and deliver the Fifth Amendment and Second Amended and Restated Fee Agreement in substantially said form, with such changes therein as such Authorized Officer may require or approve, such approval to be conclusively evidenced by the execution and 1 3
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Section 3. The Authorized Officers of the Authority are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. The Authorized Officers are hereby authorized and directed to execute and deliver any and all certificates and representations necessary or desirable to accomplish the transactions set forth above.
Section 4. All consents, approvals, notices, orders, requests, and other actions permitted or required by any of the documents authorized by this Resolution, including any of the foregoing which may be necessary or desirable in connection with administering the documents or any default under or amendment of such documents or additional confirmations, settlements or revisions, may be taken or given by the Authorized Officers, without further authorization by the Board, and the Authorized Officers are hereby authorized and directed to give such consent, approval, notice, order, or request and to take any such action which such officer may deem necessary or desirable to further the purposes of this Resolution and the transactions contemplated hereby.
Section 5. All actions heretofore taken by the officers and agents of the Authority with respect to the transactions contemplated hereby are hereby approved and confirmed.
Section 6. This Resolution shall take effect from and after its date of adoption.