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RESOLUTION 97-058
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<br /> (c) a trust agreement, by and among the Authority, the City and Harris Trust Company
<br />of California, as trustee (the "Trust Agreement"), relating to the financing, and the execution
<br />and delivery of the Certificates.
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<br /> Section 3. The City hereby approves the preparation of a Preliminary Official Statement
<br />describing the financing, together with any changes therein or additions thereto deemed
<br />advisable by the Mayor, the City Manager or the Executive Director, Finance & Management
<br />Services Agency, or the designee of any such official. The City authorizes and directs the Mayor,
<br />the City Manager or the Executive Director, Finance & Management Services Agency, or the
<br />designee of any such official, on behalf of the City, to deem "final" pursuant to Rule 15c2-12
<br />under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement prior
<br />to its distribution by the Underwriter.
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<br /> Section 4. Public Financial Management, Inc. (the "Financial Advisor"), together with the
<br />Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, or
<br />the designee of any such official, is authorized and directed to cause the Preliminary Official
<br />Statement and a notice of sale (the "Notice of Sale") to be distributed to such mun!cipal bond
<br />broker-dealers, to such banking institutions and to such other persons as may be interested in
<br />purchasing the Certificates therein offered for sale.
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<br /> Section 5. The Mayor, the City Manager, the Executive Director, Finance & Management
<br />Services Agency, the Clerk of the Council, or the designee of any such official, is authorized and
<br />directed to execute the Notice of Sale on behalf of the City and to call for bids for the sale of the
<br />Certificates. The Mayor, the City Manager or the Executive Director, Finance & Management
<br />Services Agency, or the designee of any such offidal, is hereby delegated the authority to accept
<br />the best responsible bid for the purchase of the Certificates, determined in accordance with the
<br />Notice of Sale. The Mayor, the City Manager or the Executive Director, Finance & Management
<br />Services Agency, or the designee of any such official, is hereby authorized and directed to
<br />accept such bid, for and in the name of the City, by notice to the successful bidder. In the event
<br />two or more bids setting forth identical interest rates and premium, if any, are received, the
<br />Mayor, the City Manager or the Executive Director, Finance & Management Services Agency, or
<br />the designee of any such official, may exercise his or her own discretion and judgment in making
<br />the award and may award the Certificates on a pro rata basis in such denominations as he or
<br />she shall determine. The Mayor, the City Manager or the Executive Director, Finance &
<br />Management Services Agency, or the designee of any such official, may, in his or her discretion,
<br />reject any and all bids and waive any irregularity or informality in any bid. The Mayor, the City
<br />Manager or the Executive Director, Finance & Management Services Agency, or the designee of
<br />any such official, shall award the Certificates or reject all bids not later than 26 hours after the
<br />expiration of the time prescribed for the receipt of proposals unless such time of award is
<br />waived by the successful bidder.
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<br /> Section 6. The Mayor, the City Manager or the Executive Director, Finance &
<br />Management Services Agency, or the designee of any such official, is authorized and directed to
<br />cause the Preliminary Official Statement to be brought into the form of a final official statement
<br />(the "Final Official Statement") and to execute said Final Official Statement, dated as of the
<br />date of the sale of the Certificates, and a statement that the facts contained in the Final Official
<br />Statement, and any supplement or amendment thereto (which shall be deemed an original part
<br />thereof for the purpose of such statement) were, at the time of sale of the Certificates, true and
<br />correct in all material respects and that the Final Official Statement did not, on the date of sale
<br />of the Certificates, and does not, as of the date of delivery of the Certificates, contain any
<br />untrue statement of a material fact with respect to the City or omit to state material facts with
<br />respect to the City required to be stated where necessary to make any statement mad~ therein
<br />not misleading in the light of the circumstances under which it was made. The Mayor, the City
<br />Manager or the Executive Director, Finance & Management Services Agency, or the designee of
<br />any such official, shall take such further actions prior to the signing of the Final Official
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