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(c) The City Manager is hereby further authorized to execute and deliver to • the purchasers of the Bonds authorized for issuance under this resolution a Continuing Disclosure Certificate evidencing the City's undertaking, to comply with the continuing disclosure requirements of Paragraph (b)(5) of such Rule 15c2-12 to the extent applicable to the Bonds. The City Manager, the Chief Financial Officer/Chief Operating Officer, the Director of Finance or the Acting Director of Finance and the City Attorney are hereby authorized to execute and deliver to the purchasers of the Bonds of each series one or more certificates in the forms provided for in the Official Statement relating to the Bonds. 10. The Bonds, the certificate of authentication of the Registrar and the assignment endorsed on such Bonds, shall be in substantially the form set forth in Exhibit A, with such changes in format as may be appropriate to conform with customs and practices applicable to comparable securities. 11. (a) The City Manager is hereby authorized to appoint an escrow agent (the "Escrow Agent") for the City in connection with the refunding of the Refunded Bonds. (b) The City Manager is hereby authorized and directed to execute and deliver an Escrow Deposit Agreement by and between the City and the Escrow Agent in such form as shall be approved by the City Manager upon the advice of counsel (including the City Attorney or Bond Counsel), such approval to be conclusively evidenced by the execution of the Escrow Deposit Agreement by the City Manager. (c) The City Manager and the Director of Finance, or either of them, are • hereby authorized to enter into such purchase agreements as may be required in connection with the purchase by the Escrow Agent, from moneys deposited in the Escrow Deposit Fund created and established under any Escrow Deposit Agreement, of Government Securities (as defined in the Escrow Deposit Agreement). • 12. Subject to the issuance, sale and delivery of the Bonds pursuant to this resolution and receipt of the proceeds of the Bonds, the City Manager is hereby authorized to designate the Refunded Bonds for redemption on such date or dates as shall be determined by the City Manager and is hereby further authorized to direct the Escrow Agent to cause notices of the redemption of the Refunded Bonds on such date or dates to be given in accordance with the provisions of the proceedings authorizing the issuance of the Refunded Bonds. 13. There is hereby delegated to the Chief Operating Officer/Chief Financial Officer the authority to take any action the City Manager is authorized to take under this resolution in the absence or unavailability of the City Manager. 14. The City Attorney of the City is directed to file a copy of this resolution, certified by the Clerk of Council of the City to be a true and correct copy hereof, with the Circuit Court of the City in accordance with Section 15.2-2607 of the Code of Virginia, 1950. -8- 541260.3 030911 RES