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the City to the extent other funds of the City are not lawfully available and appropriated for such purpose. 11. Use of Proceeds Certificate: Non-Arbitrage Certificate. The City Manager and Chief Financial Officer, or either of them, and such officer or officers of the City as either may designate are hereby authorized and directed to execute a Non-Arbitrage Certificate, if requested by bond counsel, and a Use of Proceeds Certificate setting forth the expected use and investment of the proceeds of the Bonds and containing such covenants as may be necessary in order to show compliance with the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable regulations relating m the exclusion from gross income of interest on the Bonds and on the VPSA Bonds. The City Council covenants on behalf of the City that (i) the proceeds fi'om the issuance and sale of the Bonds will be invested and expended as set forth in such Use of Proceeds Certificate and the City shall comply with the covenants and representations contained therein and (ii) the City shall comply with the provisions of the Code, except as provided above, so that interest on the Bonds and on the VPSA Bonds will remain excludable from gross income for Federal income tax purposes. 12. State Non-Arbitrage Program: Proceeds Amendment. The City Council hereby determines that it is in the best interests of the City to authorize and direct the Chief Financial Officer ro participate in the State Non-Arbitrage Program in connection with the Bonds. The City Manager and Chief Financial Officer, or either of them, and such officer or officers of the City as either of them may designate, are hereby authorized and directed to execute and deliver a Proceeds Agreement with respect to the deposit and investment of proceeds of the Bonds by and among the City, the other participants in the sale of the VPSA Bonds, the VPSA, the investment manager, and the depository substantially in the form on file with the City Manager, which form is hereby approved. 13. Continuing Disclosure Agreement. The City Manager.and Chief Financial Officer, or either of them, and such officer or officers of the City as either of them may designate are hereby authorized and directed (i) to execute a Continuing Disclosure Agreement, as set forth in Appendix F to the Bond Sale Agreement, setting forth the reports and notices to be filed by the City and containing such covenants as may be necessary, in order to show compliance with the provisions of the Securities and Exchange Commission Rule 15c2-12 and (ii) to make all filings required by Section 3 of the Bond Sale Agreement should the City be determined by the VPSA to be MOP (as defined in the Continuing Disclosure Agreement). 14. Filing of Resolution. The appropriate officers or agents of the City are hereby authorized and directed to cause a certified copy of this Resolution to be filed with the Circuit Court of the City of Portsmouth, Virginia. 15. Further Actions. The City Manager, Chief Financial Officer, and such other officers, employees and agents of the City as either of them may designate are hereby authorized to take such action as the City Manager or Chief Financial Officer may consider necessary or desirable in connection with the issuance and sale of the Bonds and any such action previously taken is hereby ratified and confirmed. 4