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(c) Upon the determination by the City Manager to sell the Bonds at • competitive or negotiated sale, the City Manager is hereby authorized, without further notice to or action by the Council, to determine the rates of interest the Bonds shall bear; provided that: (i) in no event shall the true interest cost for the Bonds exceed six percent (6%); and (ii) in no event shall the premium payable by the City upon the redemption of the Bonds exceed two percent (2%) of the principal amount thereof. (d) If the Bonds are sold at negotiated sale, the City Manager is hereby authorized to, without further notice to or action by the Council, to select the underwriters for the Bonds (the "Underwriters") and to execute and deliver to the Underwriters a Bond Purchase Contract relating to the Bonds. (e) The City Manager is hereby authorized to cause to be prepared and distributed a Preliminary Official Statement and a final Official Statement relating to the Bonds. The City Manager is hereby further authorized to certify that the Preliminary Official Statement for the Bonds of each series authorized hereunder is "deemed final" for purposes of Rule 15c2-12 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. The City Manager and the Chief Operating Officer/Chief Financial Officer are hereby authorized to execute and deliver the final Official Statement for the Bonds of each series authorized hereunder, and the City Manager, the Chief Operating • Officer/Chief Financial Officer, the Director of Finance and the City Attorney are hereby authorized to execute and deliver to the purchasers of the Bonds of each series certificates in the forms provided for in the Official Statement for the Bonds of such series. • (f) The City Manager is hereby further authorized to execute and deliver to the purchasers of the Bonds of each series authorized hereunder a Continuing Disclosure Certificate or a Continuing Disclosure Agreement evidencing the County'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, such Continuing Disclosure Certificate or Continuing Disclosure Agreement to be in such form as shall be approved by the City Manager upon the advice of counsel (including the City Attorney or Bond Counsel to the City), such approval to be conclusively evidenced by the execution of such Continuing Disclosure Certificate or Continuing Disclosure Agreement by the City Manager. SECTION 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. SECTION 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. -7- 560892.1032321 RES