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RESOLUTION DESIGNATING THE INITIAL PURCHASERS OF AND AUTHORIZING THE OFFERING FOR SALE OF CERTIFICATES OF PARTICIPATION (CITY OF UNIVERSITY CITY, MISSOURI, PARKING FACILITY PROJECT), SERIES 1997. WHEREAS, the City of University City, Missouri (the "City"), after analyzing all qualified responses to its Request for Financing relating to the University City Loop Parking Garage, desires to select the team of Edward Jones, as underwriter, and Commerce Bank, N.A., as placement agent (together, the "Purchasers"), for not to exceed $1,425,000 principal amount of certificates to be designated "Certificates of Participation (City of University City, Missouri, Parking Facility Project), Series 1997" (the "Certificates"); and WHEREAS, the City desires to authorize the Purchasers to proceed with the offering for sale of the Certificates in accordance with its proposal dated December 9, 1996 (the "Proposal"), a copy of which is attached as Exhibit A hereto, subject to the City's approval of the final terms of the Certificates; and WHEREAS, one of the duties and responsibilities of the Purchasers is to prepare and distribute a Preliminary Official Statement and a final Official Statement relating to the Certificates; and WHEREAS, the City desires to authorize the Purchasers to proceed with the preparation and distribution of the Preliminary Official Statement and the final Official Statement relating to the Certificates; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF UNIVERSITY CITY, MISSOURI, AS FOLLOWS: Section 1. The firms of Edward Jones and Commerce Bank, N.A. are hereby selected as the undep, vriter and placement agent, respectively, for the Certificates. The Underwriting Agreement attached as Exhibit B hereto is hereby approved and the Mayor of the City is hereby authorized and directed to execute and deliver such agreement to the Purchasers on behalf of the City. Section 2. The administration of the City is hereby authorized to work with the Purchasers and with Gilmore & Bell, P.C., as bond counsel, to prepare for submission to and final action of the City Council all documents necessary to effect the authorization, sale and delivery of the Certificates. The Purchasers are hereby authorized to proceed with tile offering for sale of the Certificates in accordance with tile Proposal and the Underwriting Agreement, subject to tile City's approval of the final terms of the Certificates. Section 3. The City Council hereby authorizes and approves the Preliminary Official Statement in substantially the form attached hereto as Exhibit C, and authorizes the preparation of a final Official Statement by amending, supplementing and completing the Preliminary Official Statement, and authorizes the execution of the final Official Statement by the Mayor of the City with such changes and additions thereto as such official shall deem necessary or appropriate, such official's signature thereon being conclusive evidence of such official's and the City's approval thereoff The City Council hereby consents to the use and public distribution by the Purchasers of the Preliminary Official Statement and the final Official Statement in connection xvith the offering for sale of the Certificates.