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s <br />(d) a reimbursement agreement, between the City and the Redevelopment Agency <br />of the City of San Leandro (the "Agency'), relating to the application of a <br />portion of the tax increment revenues accruing to the Agency's Joint Project Area <br />to the payment of lease payments under the Lease Agreement. <br />The City hereby approves and separately authorizes the City Manager, the Assistant <br />City Manager or the Finance Director (each, an "Authorized Officer") to execute the <br />Agreements, and the City Clerk is hereby authorized and directed, if required, to attest and <br />affix the seal of the City to said Agreements, in substantially the forms on file with the City <br />Clerk, together with any changes therein or additions thereto deemed advisable by the <br />Authorized Officers, whose execution thereof shall be conclusive evidence of approval of any <br />such additions and changes. <br />Section 2. Sale of Certificates. The Council hereby approves the sale of the Certificates <br />by negotiation with E. Wagner & Associates, Inc., as Underwriter (the "Underwriter"), <br />pursuant to the Purchase Contract, by and between the City and the Underwriter, in <br />substantially the form on file with the City Clerk, together with any changes therein or <br />additions thereto approved by the Authorized Offciers, whose execution thereof shall be <br />conclusive evidence of approval of any such additions and changes. The Purchase Contract <br />shall be executed in the name and on behalf of the City by an Authorized Officer, each of whom <br />are hereby separately authorized and directed to execute and deliver said form of Purchase <br />Contract on behalf of the City upon submission of a proposal by the Underwriter to purchase <br />the Certificates, which proposal is acceptable to the Authorized Officers. The purchase price <br />received by the City for the Certificates from the Underwriter shall be not less than ninety-eight <br />and one-half percent (98.5 %) of the par amount thereof, exclusive of any original issue discount, <br />and the interest rate on the Certificates shall not exceed six percent (6%). <br />Section 3. Official Statement. The City hereby approves, and hereby deems nearly final <br />within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, the preliminary <br />Official Statement describing the Certificates, in the form on file with the Finance Director. The <br />Underwriter is hereby authorized to distribute the Official Statement in connection with the <br />sale of the Certificates. The Authorized Officers, each acting alone, are hereby authorized and <br />directed to (a) execute and deliver to the purchaser of the Certificates a certificate deeming the <br />preliminary Official Statement to be nearly final as of its date, (b) approve any changes in or <br />additions to cause such Preliminary Official Statement to be put in final form, and (c) execute <br />said final Official Statement for and in the name and on behalf of the City. <br />Section 4. Bank Qualification. The Lease Agreement is hereby designated as a "qualified <br />tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code. The City hereby <br />finds and determines that the aggregate face amount of all tax exempt obligations (other than <br />private activity bonds) issued by the City (and all subordinate entities thereof) during calendar <br />year 2001 is not expected to exceed $10,000,000. <br />Section 5. ARpointment of Special Counsel and Disclosure Counsel. Jones Hall, A <br />Professional Law Corporation, is hereby appointed special counsel and disclosure counsel in <br />connection with issuance of the Certificates and the Authorized Officers, each acting alone, are <br />hereby authorized to execute agreements for services with said firm relating to the Certificates <br />in substantially the form presented at this meeting and on file with the City Clerk. <br />-2- <br />