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0~ 8 RESOLUTION 96-054 (b) a Lease Agreement by and between the Authority, as lessor, and the City, as lessee, relating to the lease of the Leased Premises by the Authority back to the City, so long as the term of the Lease Agreement does not exceed 15 years and so long as the maximum annual lease payments to be paid by the City thereunder does not exceed $1,000,000. The Mayor, the City Manager or the Finance Director is hereby authorized and directed for and in the name and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of each of the foregoing documents. Section 3. Sale of Bonds by Authority: Letter of Representations. The Council hereby approves the negotiated sale of the Bonds to Stone & Youngberg LLC (the "Underwriter") pursuant to the terms and conditions set forth in bond purchase agreement (the "Bond Purchase Contract"), by and between the Underwriter and the Authority, substantially in the form on file with the City Clerk, together with any additions thereto or changes therein as may be deemed necessary or advisable by the Mayor, the City Manager or the Finance Director, so long as the principal amount of Bonds sold which are allocable to the City does not exceed $7,500,000 and so long as the Underwriter's discount (exclusive of original issue discount which does not constitute compensation to the Underwriter) does not exceed 1%. The Bonds may be issued in a single series, or in multiple series which are issued by the Authority from time to time, as may be determined by the Mayor, the City Manager or the Finance Director taking into account the financing needs of the City. The Council hereby approves the Letter of Representations, in substantially the form on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the Mayor, the City Manager or the Finance Director, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions. Section 4. Official Statement. The Council hereby approves, and hereby deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary official statement describing the Bonds (the "Preliminary Official Statement") in substantially the form on file with the City Clerk. The Mayor, the City Manager or the Finance Director is hereby authorized to execute an appropriate certificate stating the Council's determination that the Preliminary Official Statement has been deemed nearly final within the meaning of such Rule. Distribution of the Preliminary Official Statement by the Underwriter in connection with the sale of the Bonds is hereby approved. The Mayor, the City Manager or the Finance Director is hereby authorized and directed to approve any changes in or additions to a final form of official statement (the "Final Official Statement"). The Council hereby authorizes the distribution of the Final Official Statement by the Underwriter. Section 5. Official Actions. The Mayor, the City Manager, the Finance Director, the City Clerk and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Whenever in this Resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 6. Effect. This Resolution shall take effect immediately. -2-