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(b) The City Manager is hereby authorized and directed to execute and deliver <br />• an Escrow Deposit Agreement by and between the City and the Escrow Agent in such form as <br />shall be approved by the City Manager upon the advice of counsel (including the City Attorney <br />or Bond Counsel), such approval to be conclusively evidenced by the execution of the Escrow <br />Deposit Agreement by the City Manager. <br />(c) The City Manager and the Director of Finance, or either of them, are <br />hereby authorized to enter into such purchase agreements as may be required in connection with <br />the purchase by the Escrow Agent, from moneys deposited in the Escrow Deposit Fund created <br />and established under any Escrow Deposit Agreement, of Government Securities (as defined in <br />the Escrow Deposit Agreement). <br />SECTION 12. Subject to the issuance, sale and delivery of the Bonds pursuant to <br />this resolution and receipt of the proceeds of the Bonds, the City Manager is hereby authorized to <br />designate the Refunded Bonds for redemption on such date or dates as shall be determined by the <br />City Manager and is hereby further authorized to direct the Escrow Agent to cause notices of the <br />redemption of the Refunded Bonds on such date or dates to be given in accordance with the <br />provisions of the proceedings authorizing the issuance of the Refunded Bonds. <br />SECTION 13. The Council hereby authorizes the City to make expenditures for <br />the purpose for which the Series 2009A Bonds are to be issued in advance of the issuance and <br />receipt of the proceeds of the Series 2009 Bonds and to reimburse such expenditures from the <br />proceeds of the Series 2009 Bonds. The adoption of this resolution shall be considered as an <br />• "official intent'' within the meaning of Treasury Regulation Section 1.150-2 promulgated under <br />the Internal Revenue Code of 1986. <br />SECTION 14. There is hereby delegated to the Chief Operating Officer/Chief <br />Financial Officer the authority to take any action the City Manager is authorized to take under <br />this resolution in the absence or unavailability of the City Manager. <br />SECTION 15. The City Attorney of the City is directed to file a copy of this <br />resolution, certified by the Clerk of Council of the City to be a true and correct copy hereof, with <br />the Circuit Court of the City in accordance with Section 15.2-2607 of the Code of Virginia, <br />1950. <br />SECTION 16. All ordinances, resolutions and proceedings in conflict herewith <br />are, to the extent of such conflict, repealed. <br />SECTION 17. This resolution shall take effect upon its adoption. <br />Approved by Council <br />April 20, 2009 <br />•Qgf of City Council <br />560892.1 032321 RES <br />