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- 12- and legal counsel (including the City Attorney and Bond Counsel), deem necessary or appropriate; and the Council hereby authorizes the Official Statement and the information contained therein to be used by the Underwriter in connection with the sale of the Bonds. The Preliminary Official Statement 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, the Director of Finance and the City Attorney are hereby authorized and directed to execute on behalf of the City and deliver to the Underwriter the respective certificates referred to in the Official Statement under the caption "Certificates Concerning Official Statement''. 10. (a) The form of the Escrow Deposit Agreement, dated as of April 1, 1992 (the "Escrow Deposit Agreement"), by and between the City and The Chase Manlmttan Bank, N.A., as Escrow Agent (the "Escrow Agent"), presented to and filed with the minutes of the meeting..0~ the Council at which this resolution is being adopted, and the terms, conditions and provisions thereof, are hereby approved, ratified and confirmed by the Council, and the City Manager is hereby authorized and directe~l to execute and deliver to the Escrow Agent the Escrow Deposit Agreement in substantially such form, together with such changes as shall be approved by the City Manager upon the advice of counsel (including the City Attorney and Bond Counsel), such approval to be conclusively evidenced by his execution thereof. (b) The appointment of The Chase Manhattan Bank. N.A., as Escrow Agent under the Escrow Deposit Agreement, is hereby approved, ratified and confirmed by the Council. (c) The City Manager and the Director of Finance of the City, or either of them, are hereby authorized to execute, on behalf of the City, subscriptions for United States Treasury Obligations - State and Local Government Series, to be purchased by the Escrow Agent from moneys deposited in the 1992 Refunding Trust Fund created and established under the Escrow Deposit Agr~emefft. Such United States Treasury Obligations o State and Local Government Series so purchased shall be held by the Escrow Agent under and in accordance with the provisions of the Escrow Deposit Agreement. (d) The Council hereby designates the Refunded 1985 Public Improvement Bonds for redemption on November 1, 1995 in accordance with the provisions of the aforementioned resolutions authorizing the issuance of the Public 1985 Improvement Bonds adopted by the Council on October 1, 1985 and October 29, 1985 and authorizes the City Manager and the Director of Finance to take all such actions as they shall deem to be necessary or desirable to effect the redemption of the Refunded 1985 Public Improvement Bond on such date. 11. The action of the City Manager, the Director of Finance and other officials, employees, agents and attorneys of the City in negotiating the sale of the Bonds, and all actions and proceedings heretofore taken by the Council, the City Manager, the Director of Finance and other officials, employees, agents and attorneys of the City in