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. . 7. . denominations of at least $100,000. The Note shall be issued upon such other terms as may be approved by the City Manager and the Chief Financial Officer, or either of them, including, but not limited to, the aggregate principal amount of the Note, the prepayment provisions, the sale price and interest rate on the Note, provided that the maturity of the Note shall be not more than approximately one year from its date, the principal amount of the Note shall not exceed $3,600,000 and the interest rate on the Note shall not exceed 4.0%. The City Manager and Chief Financial Officer, or either of them, are authorized to accept the proposal for the purchase of the Note, which such officer determines to be most advantageous to the City. The Note may be extended or refinanced from time to time by or at the direction of the City Manager and Chief Financial Officer, or either of them, provided that no extension or refinancing matures later than five years after the date of the original issuance of the Note. 4. Form of Note. The Note shall be in substantially the form attached to this Resolution as Exhibit A, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution. There may be endorsed on the Note such legend or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. 5. Appointment of Note Registrar and Paving Agent. The Chief Financial Officer is appointed Note Registrar and Paying Agent for the Note. The City Manager may appoint a subsequent registrar and/or one or more paying agents for the Note and/or Bonds by giving written notice to the owner of the Note and/or Bonds specifying the name and location of the principal office of any such registrar or paying agent. 6. Execution of Note. The City Manager and the Clerk of the City Council are authorized and directed to execute an appropriate Note and to affix the seal of the City thereto and to deliver the Note to the purchaser thereof upon payment of the purchase price. The manner of execution and affixation of the seal may be by facsimile, provided, however, that if the signatures of the City Manager and the Clerk are both by facsimile, the Note shall not be valid until signed at the foot thereof by the manual signature of the Note Registrar. Non-Arbitrage Certificate and Tax Covenants. The City Manager and the Chief Financial Officer, or either of them, and such officers and agents of the City as they may designate are authorized and directed to execute a Non-Arbitrage Certificate and Tax Covenants setting forth the expected use and investment of the proceeds of the Note and containing such covenants as may be necessary in order to comply with the provisions of the Internal Revenue Code of 1986, as amended ("Code"), including the -2-