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RESOLUTION 96-033 SECTION 3. The Trust Agreement to be prepared with the assistance of City staff and the City Attorney, is hereby approved. The Mayor (or the authorized representative of the Mayor), the City Manager and the Clerk of the Council are hereby authorized and directed to execute and deliver the Trust Agreement with such changes, insertions and omissions as may be approved by the officer executing the same and the City Attorney, said execution being conclusive evidence of such approval. SECTION 4. The Contract of Purchase to be prepared with the assistance of City staff and the City Attorney, is hereby approved. The Mayor (or the authorized representative of the Mayor), the City Manger and the Clerk of the Council are hereby authorized and directed to execute and deliver the Contract of Purchase with such changes, insertions and omissions as may be approved by the officer executing the same and the City Attorney, said execution being conclusive evidence of such approval. SECTION 5. The execution and delivery of the Certificates, on the terms and conditions specified in the trust Agreement, is hereby approved. SECTION 6. The City shall not take, nor permit nor suffer to be taken, any action with respect to the proceeds of the Certificates to be "arbitrage bonds" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended (the "Code") and applicable regulations. SECTION 7. The draft Preliminary official Statement to be prepared with the assistance of City staff and the City Attorney, is hereby approved. The Mayor of the City (or directed to execute, approve and deliver the final Official Statement with such changes, insertions and omissions as the officer or officers executing said document may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Westoff, Cone & Holmstedt, Inc. is hereby authorized to distribute copies of said official Statement in preliminary form to persons who may be interested in the purchase of the Certificates and is directed to deliver copies of the final Official Statement to all actual purchasers of the Certificates. The Mayor (or the authorized representative of the Mayor) or the City Manager is authorized, upon completion of the Preliminary Official Statement, to execute a certificate" deeming final" such Preliminary Official Statement, as required by Rule 15c2-12 of the Securities and Exchange Commission. SECTION 8. The Mayor, Clerk of the Council, City Manager and any other officer of the City, acting singly, be and each of them hereby is authorized and directed to execute and deliver any and all documents, instruments, including bills of sale, grant or other deeds and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by the Trust Agreement, the Installment Purchase Contract, the Contract of Purchase and this Resolution, including without