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The proceeds of the Bonds shall be applied to (i) cause the redemption of a portion of the 2007 Certificates which are payable from the 2007 Installment Sale Agreement, (ii) fund a debt service reserve fund, either in cash or provide a debt service reserve insurance policy, and (iii) pay costs incurred in connection with the issuance of the Bonds, all in accordance with the provisions of this Resolution and the Indenture. Section 3. Approval of Bond Purchase Contract and Conditions of Approval. The form of Bond Purchase Contract presented at this meeting is hereby approved and the Authorized Officers are each individually hereby authorized to accept, for and in the name of the City, such Bond Purchase Contract in substantially the form hereby approved with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided that the aggregate principal amount of Bonds to be sold pursuant to the Bond Purchase Contract shall not exceed $45,800,000, which may include a series of bonds of which the interest paid on such Bonds is includable as income for federal tax purposes, and the Underwriter's discount or fee (not including any original issue discount or premium on the bonds) shall not exceed 0.77% of the principal amount of Bonds sold, and provided that, with respect to the 2007 Certificates, the net present value savings is at least 3.00%. Section 4. Official Statement. The City Council hereby authorizes the Authorized Officers to approve and to deem nearly final, within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934, a form of Preliminary Official Statement describing the Bonds. Distribution of such Preliminary Official Statement by the Underwriter is hereby approved. The Authorized Officers are hereby authorized and directed to approve any changes in or additions to such Preliminary Official Statement for the purpose of finalizing such document, and the execution thereof by the Authorized Officers shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed in the name and on behalf of the City by the Authorized Officers. Section 5. Approval of Continuing Disclosure Agreement. Each of the Authorized Officers acting individually, is authorized to, for and in the name and on behalf of the City, negotiate, execute and deliver the Continuing Disclosure Agreement in substantially the same form as contained in the appendix of the Official Statement, with such changes therein as the Authorized Officer executing the same may require or approve (such approval to be conclusively evidenced by the execution and delivery thereof). Section 6. Approval of Escrow Deposit and Trust Agreement. The City Council hereby authorizes the prepayment of the 2007 Certificates and the 2007 Installment Sale Agreement with the proceeds of the Bonds. The form of the Escrow Deposit and Trust Agreement which provides for (i) the defeasance and prepayment of the 2007 Certificates, (ii) the creation and administration by U.S. Bank National Association, as Escrow Agent, of the Escrow Fund for the benefit of the owners of 2007 Certificates, and (iii) the performance of other duties by the Escrow Agent, is approved in the form on file with the City Clerk, and the Authorized Officer are each individually authorized to execute and deliver, on behalf of the City, such Escrow Deposit and Trust Agreement with respect Resolution No. 2019- Page 3 of 6 55394.00055\32329888.4 55A- /