Agdapkt 2010-12-06 clsd and regular

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7.0 Page 6 Officers are each hereby authorized and directed to accept the offer of the Underwriter to purchase the Bonds contained in the Purchase Contract and to execute the Purchase Contract, I for and in the name and on behalf of the City and the District, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with the City Attorney and Bond Counsel; provided that no additions or changes shall authorize an aggregate principal amount of special tax bonds in excess of $8,000,000, or result in an underwriter's discount (excluding original issue discount) in excess of two percent (2.00%) or a true interest cost on the Bonds in excess of seven and one-quarter percent (7.25%) per annum. The City Council hereby authorizes the delivery and performance by the City of the Pu�chase Contract. The City Council hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Bond Purchase Agreement will result in a lower overall cost. Section 3. The City Council hereby approves the Preliminary Official Statement in the form presented to the City Council at this meeting. The Authorized Officers are each hereby authorized and directed to execute a final Official Statement (the "Official Statement"), for and in the name and on behalf of the City and the District, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized Officer executing such document upon consultation with the City Attorney, Jones Hall, A Professional Law Corporation ("Disclosure Counsel") and Bond Counsel. The City Council hereby authorizes and directs the Underwriter to distribute copies of said Preliminary Official Statement to persons who may be interested in the purchase of the respective series of bonds and to deliver copies of the Official Statement to all actual purchasers of the respective series of bonds. The City Council hereby authorizes the delivery by the City of the Official Statement. The Authorized Officers are each hereby authorized and directed to execute a certificate or certificates to the effect that the Official Statement and the Preliminary Official Statement were deemed "final" as of their respective dates for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, and the Authorized Officers are each hereby authorized to so deem such statements final. Section 4. The City Council hereby approves the Continuing Disclosure Agreement (the "Disclosure AgreemenY'), between the City and the Dissemination Agent named therein, in the form presented to the City Council at this meeting. The Authorized Officers are each hereby authorized and directed to execute the Disclosure Agreement, for and in the name and on behalf of the City and the District, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the Authorized �fficer executing such document upon consultation with the City Attorney, Disclosure Counsel and Bond Counsel. The City Council hereby authorizes the delivery and performance by the City of the Disclosure Agreement. Section 5. The City hereby covenants, for the benefit of the Bondowners, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Fiscal Agent Agreement. Section 6. The Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Bonds by executing the Fiscal AgenYs certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in ATTY/RESO/RES0.2070 112410 3