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RESOLUTION 94-051 Page 2 execute, acknowledge and deliver the Supplement in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 3. AmDroval of Escrow A~reeme~t. The form of Escrow Agreement dated as of August 1, 1994, by and between the city, the Authority and the party named therein as Escrow Agent (the "Escrow Agreement"), presented at this meeting is hereby approved and the Mayor of the City~ the city Manager, or the designee of the Mayor or the City Manager, acting singly, and the city Clerk are hereby authorized and directed, for and in the name of and on behalf of the City, to execute, acknowledge and deliver the Escrow Agreement in substantially the form presented at this meeting with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 4. Terms o~ the City's Obligation. The City Manager or his designee is authorized to negotiate the installment payment provisions of the Agreement and Supplement, provided, however, that the aggregate principal components of the installment payments to be paid by the City pursuant to the Agreement and Supplement shall not exceed $24,000,000, and provided, further that the interest components of the installment payments to be paid by the City pursuant to the Agreement and Supplement shall not reflect rates of interest in excess of 8.50% per annum. SECTION 5. Other Acts. The officers and staff of the City are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, which in consultation with the City Attorney or with Orrick, ~errington & ~utcliffe, the City's bond counsel, they may deem necdssary or advisable in order to consummate the execution and delivery of the Agreement, the Supplement, the Escrow Agreement or otherwise effectuate the purposes of this Resolution, and any and all such actions previously taken by such officers or staff members are hereby ratified and confirmed. The officers and the staff of the City are specifically authorized to assist in the preparation of the preliminary and final official statements used in connection with the sale of the Bonds and to execute the same or portions thereof if required by the purchaser.