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shall mature on the dates and pay interest at the rates set forth in the Bond Purchase Contract as finally executed. All other provisions of the Bonds shall be governed by the terms and conditions of the Fiscal Agent Agreement. SECTION 3. Approval of Financing Documents The forms of the Fiscal Agent Agreement, Continuing Disclosure Certificate, and Bond Purchase Contract presented at this meeting and on file with the City Clerk are hereby approved. Each of the City Manager, the Director of Finance, and any other written designee of the City Manager (the "Authorized Representatives "), acting solely, is hereby authorized and directed to execute, for and in the name and on behalf of the District, the Fiscal Agent Agreement, the Continuing Disclosure Certificate, and the Bond Purchase Contract in substantially said forms, with such changes thereto as the Authorized Representatives may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the true interest cost for the Bonds shall not exceed 7.0% per annum and the underwriter's discount for the Bonds, excluding original issue discount, shall not exceed 1.175% of the aggregate principal amount of the Bonds. SECTION 4. Preliminary Official Statement The form of the Preliminary Official Statement presented at this meeting and on file with the City Clerk is hereby approved. The Underwriter is hereby authorized to distribute the Preliminary Official Statement to prospective purchasers in the form hereby approved, together with such changes thereto as are determined necessary or appropriate by the Authorized Representatives or any of them. Each Authorized Representative, acting solely, is hereby authorized and directed to execute, on behalf and in the name of the District, a certificate confirming that the Preliminary Official Statement has been "deemed final" by the District for purposes of Securities and Exchange Commission Rule 15c2 -12. Each of the Authorized Representatives, acting solely, is hereby authorized to execute, on behalf and in the name of the District, a final official statement (the "Official Statement "), substantially in the form of the Preliminary Official Statement, together with such changes as are determined necessary or appropriate by the Authorized Representatives to make the Official Statement complete and accurate as of its date. The Underwriter is further authorized to distribute the final Official Statement to the purchasers of the Bonds upon its execution by an Authorized Representative of the District as described above. SECTION 5. Property Value In accordance with the requirements of Section 53345.8(a) of the Act, the Council hereby finds and determines the value of the real property in the District subject to the special tax to pay debt service on the Bonds is at least three times the principal amount of the Bonds and the principal amount of all other bonds outstanding that are secured by a special tax levied pursuant to the Act or a special assessment levied on property within the District. SECTION 6. Appointment of Fiscal Agent BNY Western Trust Company is hereby appointed to act as Fiscal Agent, Registrar and Transfer Agent for the Bonds and each Authorized Representative, acting solely, is hereby authorized and directed to enter into an agreement with the Fiscal Agent to provide such services to the District. SECTION 7. Intention to Reimburse The City hereby states its intention and reasonably expects to reimburse Facilities costs incurred prior to the issuance of the Bonds with proceeds of the Bonds. SECTION 8. Adoption Date This resolution is being adopted on or prior to the date that the Council will expend moneys for the portion of the Facilities costs to be reimbursed from proceeds of the Bonds. 3 DOCSSA 17384v5\22931.0003 14112