RES 05062 - Laserfiche WebLink

Resolution No. 05-062 Page 4 Installment Sale Agreement (the "Certificates") by negotiation with Newman & Associates, A Division of GMAC Commercial Holding Capital Markets Corp. (the "Underwriter"). The Certificate Purchase Agreement, by and among the Underwriter, the City and the Corporation, in the form on file with the City Clerk, is hereby approved and the City Manager is hereby authorized and directed to execute said document in such form, together with such changes, insertions and omissions as may be approved by the City Manager upon consultation with the City Attorney and Bond Counsel, so long as the aggregate principal amount of Certificates does not exceed $19,700,000, and so long as the Underwriter's compensation set forth in the purchase agreement does not exceed one percent (1 %) of the principal component of the purchase payments represented by the Certificates. Section 3. The official statement describing the installment sale financing (the "Official Statement"), in the form on file with the City Clerk, is hereby approved. The City Council hereby authorizes and directs the City Manager, on behalf of the City, to finalize and deem "final" pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Official Statement prior to its distribution by the Underwriter. The Underwriter, on behalf of the City, is authorized and directed to cause the Official Statement be distributed to such municipal bond broker-dealers, to such banking institutions and to such other persons as may be interested in purchasing the Certificates therein offered for sale, and to deliver an Official Statement to all those who purchase Certificates from the Underwriter. The City Manager is authorized and directed to execute the Official Statement, and a statement that the facts contained in the Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Certificates, true and correct in all material respects and that the Official Statement did not, on the date of sale of the Certificates, and does not, as of the date of delivery of the Certificates contain any untrue statement of a material fact with respect to the City or omit to state material facts with respect to the City required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The execution of the Official Statement, which shall include such changes and additions thereto deemed advisable by the City Manager (following consultation with the City Attorney and Bond Counsel), shall be conclusive evidence of the approval of the Official Statement by the City. Section 4. The Mayor, the City Manager, the Financial Services Manager and all other appropriate officers of the City are hereby authorized and directed to prepare and execute such other documents and certificates as may be necessary to effect the purposes of this Resolution and the installment sale and loan financing herein described, and as otherwise referenced in or required under the documents herein