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RESOLUTION AUTHORIZING THE OFFERING FOR SALE OF CERTIFICATES OF PARTICIPATION (CITY OF UNIVERSITY CITY, MISSOURI, LESSEE), SERIES 2004. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF UNIVERSITY CITY, MISSOURI, AS FOLLOWS: Section 1. The City of University City, Missouri (the "City") is hereby authorized to offer at competitive public sale not to exceed $6,490,000 principal amount of Certificates of Participation (City of University City, Missouri, Lessee), Series 2004 (the "Certificates"), as described in the Notice of Certificate Sale attached hereto as Exhibit A. Section 2. The City's Director of Finance is hereby authorized and directed to receive sealed bids for the purchase of the Certificates at the offices of Gilmore & Bell, P.C., One Metropolitan Square, 211 North Broadway, Suite 2350, St. Louis, Missouri, until 11:00 a.m., Central Time, on June 21, 2004, upon the terms and conditions set forth in said Notice of Certificate Sale, and to deliver all bids so received to the City Council at its meeting to be held at 7:30 p.m. on said date, at which meeting the City Council shall review such bids and shall award the sale of the Certificates or reject all bids. The City Council hereby authorizes the City's Director of Finance, after consultation with the City Manager, to cancel, postpone to a later date, or accelerate to an earlier date designated by the City's Finance Director, the planned date for receiving sealed bids for the purchase of the Certificates if market conditions are expected to adversely impact the receipt of favorable bids for the purchase of the Certificates on the originally scheduled date. Section 3. The Notice of Certificate Sale is hereby approved in substantially the form attached hereto as Exhibit A, and the City's Director of Finance is hereby authorized to execute such Notice of Certificate Sale, with such changes and additions thereto as such official shall deem necessary or appropriate, and to use such document in connection with the public sale of the Certificates. Section 4. The Preliminary Official Statement is hereby approved in substantially the form attached hereto as Exhibit B, with such changes and additions thereto as the City's Director of Finance shall deem necessary or appropriate, and the appropriate officers and representatives of the City are hereby authorized to use such document in connection with the public sale of the Certificates. Section 5. The City's Director of Finance is hereby authorized and directed to give notice of said certificate sale by causing a summary of the Notice of Certificate Sale to be published in a newspaper having general circulation in the City, and by causing the Notice of Certificate Sale and Preliminary Official Statement to be mailed to such banks and investment banking firms and other financial institutions located in the State of Missouri and elsewhere which might be interested in the purchase of the Certificates. Section 6. For the purpose of enabling the purchaser of the Certificates (the "Original Purchaser") to comply with the requirements of Rule 15c2-12(b)(1) of the Securities and Exchange Commission, the appropriate officers of the City are hereby authorized, if requested, to provide the Original Purchaser a letter or certification to the effect that the City deems the information regarding the City contained in the Preliminary Official Statement to be "final" as of its date, except for the omission of such information as is permitted by Rule 15c2-12(b)(1), and to take such other actions or execute such