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<br />'OÞ\ ~ <br /> <br />Agent Agreement and the Acquisition Agreement, for and in the name and on behalf of the City <br />and the District, in such form, together with any additions thereto or changes therein deemed <br />necessary or advisable by the Authorized Officer executing such document upon consultation <br />with Nossaman, Guthner, Knox & Elliott, LLP, as bond counsel ("Bond Counsel"). The <br />proceeds of the Bonds shall be applied by the City for the purposes and in the amounts as set <br />forth in the Fiscal Agent Agreement and the Acquisition Agreement. The City Council hereby <br />authorizes the delivery and performance by the City of the Fiscal Agent Agreement and the <br />Acquisition Agreement. <br /> <br />SECTION 2. The City Council hereby approves the Purchase Contract between the City <br />and the Underwriter in the form presented to the City Council at this meeting. The Authorized <br />Officers are each hereby authorized and directed to accept the offer of the Underwriter to <br />purchase the Bonds contained in the Purchase Contract and to execute the Purchase Contract, for <br />and in the name and on behalf of the City and the District, in such form, together with any <br />additions thereto or changes therein deemed necessary or advisable by the Authorized Officer <br />executing such document upon consultation with Bond Counsel (provided that no additions or <br />changes shall authorize an aggregate principal amount of special tax bonds in excess of <br />$21.000,000 or result in an underwriter's discount (excluding original issue discount) in excess <br />of one and one-half percent (1.5%), or a true interest cost on the Bonds in excess of seven and <br />one-quarter percent (7.25%) per annum. The City Council hereby authorizes the delivery and <br />performance by the City of the Purchase Contract. <br /> <br />The City Council hereby finds and determines that the sale of the Bonds at negotiated <br />sale as contemplated by the Bond Purchase Agreement will result in a lower overall cost. <br /> <br />SECTION 3. The City Council hereby approves the Preliminary Official Statement in <br />the form presented to the City Council at this meeting. The Authorized Officers are each hereby <br />authorized and directed to execute a final Official Statement (the "Official Statement"), for and <br />in the name and on behalf of the City and the District, in such form, together with any additions <br />thereto or changes therein deemed necessary or advisable by the Authorized Officer executing <br />such document upon consultation with Bond Counsel. The City Council hereby authorizes and <br />directs the Underwriter to distribute copies of said Preliminary Official Statement to persons who <br />may be interested in the purchase of the respective series of bonds and to deliver copies of the <br />Official Statement to all actual purchasers of the respective series of bonds. The City Council <br />hereby authorizes the delivery by the City of the Official Statement. The Authorized Officers are <br />each hereby authorized and directed to execute a certificate or certificates to the effect that the <br />Official Statement and the Preliminary Official Statement were deemed "final" as of their <br />respective dates for purposes of Rule l5c2-l2 of the Securities Exchange Act of 1934, and the <br />Authorized Officers are each hereby authorized to so deem such statements final. <br /> <br />SECTION 4. The City Council hereby approves the Continuing Disclosure Certificate- <br />Issuer (the "Disclosure Agreement"), between the City and the Dissemination Agent named <br />therein, in the form presented to the City Council at this meeting. The Authorized Officers are <br />each hereby authorized and directed to execute the Disclosure Agreement, for and in the name <br />and on behalf of the City and the District, in such form. together with any additions thereto or <br /> <br />3 <br /> <br />~'T <br />