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Section 1. Execution and Delivery of Certificates. The City Council hereby approves the execution and delivery of the Certificates by the Trustee in the aggregate principal amount of not to exceed $11,700,000 for the purposes hereinbefore described. Section 2. Trust Agreement. The form of the Trust Agreement by and among the City, the Authority and the Trustee as presented to this meeting and on file with the City Clerk, is hereby approved. Each of the Mayor, City Manager and the Director of Finance (collectively,the "Authorized Officers") is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver said Trust Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. Ground Lease. The form of the Ground Lease by and between the City and the Authority as presented to this meeting and on file with the City Clerk, is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver said Ground Lease in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery themofi Section 4. Reimbursement Agreement. The form of the Reimbursement Agreement, by and among the City, the Authority and KBC Bank N.V., as presented to this meeting and on file with the City Clerk, is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver said Reimbursement Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 5. Remarketing Agreement. The form of the Remarketing Agreement, by and between the City and Stone & Youngberg LLC, as presented to this meeting and on file with the City Clerk, is hereby approved. Each of the Authorized Officers is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver said Remarketing Agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. Contract of Purchase. The City Council hereby approves the sale of the Certificates to the Underwriter pursuant to and in accordance with the Contract of Pumhase, in substantially the form on file with the City Clerk, together with any additions thereto or changes therein approved by the Authorized Officers, the execution thereo£to be conclusive evidence of such approval. The City Council hereby delegates to each of the Authorized Officers the authority to accept an offer from the Underwriter to purchase the Certificates; provided, however, that the initial interest rate payable with respect to the Certificates shall not exceed 5.0% per annum, the Underwriter's discount shall not exceed 1.0%, and the principal amount of the Certificates shall not exceed $11,700,000. Section 7. Official Statement. The City Council hereby approves the preliminary form of Official Statement presented to this meeting and on file with the City Clerk. Distributionof such preliminary Official Statementto prospectivepurchasersofthe Certificatesis hereby approved. Each of the Authorized Officers are hereby authorized to deem final within the meaning of Rule 15c2-12 of 11795.2\22931.0002 2 13463