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RESOLUTION 94-007 Page 2 and the City Clerk are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Ground Lease in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 2. ApDroval of Lease. The form of Lease, dated as of March l, 1994, by and between the City and the Authority (the "Lease"), presented at this meeting is hereby approved and the Mayor of the City, the city Manager, or the designee of the Mayor or the city Manager, acting singly, and the City Clerk are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Lease in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3. ApDroval of Purchase Contract. The form of Purchase Contract by and between the Authority, the City and the Underwriter (the "Purchase Contract"), presented at this meeting is hereby approved and the Mayor of the city, the city Manager, or the designee of the Mayor or the city Manager, acting singly, and the City Clerk are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Purchase Contract in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. Terms of the city's ObliGation. The City Manager or his designee is authorized to negotiate the rental payment provisions of the Lease, provided, however, that the aggregate principal components of the rental payments to be paid by the City pursuant to the Lease shall not exceed $110,000,000, and provided, further that the interest components of the rental payments to be paid by the City Dursuant to the Lease shall not reflect rates of interest in excess of 6.75% per annum. SECTION 5. Other Acts. The officers and staff of the city are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with the city Attorney or with Orrick, Herrington & Sutcliffe, the city's bond counsel, they may deem necessary or advisable in order to consummate the execution and delivery of the Purchase Contract, the Ground Lease, the Lease Agreement or otherwise effectuate the purposes of this Resolution, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. The officers and the staff of the City are specifically authorized to assist in the preparation of the preliminary and final official statements used in connection with the sale of the Bonds and to execute the same or portions thereof if required by the Underwriter.