80A - JOINT-RESOS LOCAL STREET FINANCING

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conditions upon which the Certificates are to be executed and delivered and secured, the Authority, pursuant to Resolution No. SAFA-2007-002, has previously determined to enter into a Trust Agreement with The Bank of New York Trust Company, N.A. (the "Trust Agreement"); D. E.J. De La Rosa & Co., Inc., as underwriter (the "Underwriter"), has submitted to the City and the Authority a proposed form of an agreement to purchase the Certificates in the form of a Certificate Purchase Agreement (the "Certificate Purchase Agreement"); E. A form of the Preliminary Official Statement (the "Preliminary Official Statement") to be distributed in connection with the public offering of the Certificates has been prepared; and F. All acts, conditions and things required by the laws of the State of California and the City Charter of the City to exist, to have happened and to have been performed precedent to and in connection with the consummation of such financing authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such financing for the purpose, in the manner and upon the terms herein provided; Section 2. The form of Certificate Purchase Agreement, on file with the Clerk of the Council, is hereby approved, and the City Manager, the City Attorney, the Clerk of the Council, the City Treasurer and the Executive Director of Finance and Management Services of the City (the "Authorized Officers") are each hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Certificate Purchase Agreement in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof; provided, however, that the aggregate amount of the Certificates shall not exceed $70,000,000, the final maturity date of the Certificates shall be no later than January 1, 2040, the true interest cost applicable to the Certificates shall not exceed 6.00% per annum and the underwriter's discount for the sale of the Certificates shall not exceed 1.0% of the aggregate principal amount of such Certificates. Section 3. The execution and delivery of the Certificates, on the terms and conditions set forth in, and subject to the limitations specified in, the Trust Agreement, is hereby authorized and approved. The Certificates shall be dated, shall bear interest at the rates, shall mature on the dates, shall be subject to call and redemption, shall be issued in the form and shall be as otherwise provided in the Trust Agreement, as the same shall be completed as provided in this Resolution. Section 4. The form of Preliminary Official Statement, on file with the Clerk of the Council, with such changes, insertions and omissions therein as may be approved Resolution No. 2007-XXX Page 2 of 4 80A-5