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forth in this Resolution. The Notes shall be issued in one or more series in fully registered form, shall be dated the date of issuance and delivery (or such other date as the City Manager and the Chief Financial Officer, or either of them, may approve) and shall be in minimum denominations of $5,000 or such larger denomination as may be approved by the City Manager and the Chief Financial Officer, or either of them. The Notes 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 each series of Notes, the prepayment provisions, the sale price and interest rate on each series of Notes, provided that the maturity of any Note shall be not more than five years from its date, the aggregate principal amount of the Notes shall not exceed $76,000,000 and the true interest cost of any series of Notes shall not exceed 5.0%. The City Manager and Chief Financial Officer, or either of them, are authorized to solicit bids or proposals for the purchase of the Notes and to accept the bid or proposal for the purchase of any series of Notes which such officer determines to be most advantageous to the City. Any 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 such Note. 4. Form of Notes. The Notes 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 Notes 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 Notes. The City Manager may appoint a subsequent registrar and/or one or more paying agents for any series of Notes by giving written notice to the owners of such Note specifying the name and location of the principal office of any such registrar or paying agent. 6. Execution of Notes. The City Manager and the City Clerk are authorized and directed to execute an appropriate Notes and to affix and attest the seal of the City thereto and to deliver the Notes to the purchaser or purchasers thereof upon payment of the purchase price. The manner of execution, affixation and attestation of the seal may be by facsimile, provided, however, that if the signatures of the City Manager and the City Clerk are both by facsimile, the Notes shall not be valid until signed at the foot thereof by the manual signature of the Note Registrar. 7. 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 Notes 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 provisions of Section 148 of the Code and applicable regulations relating to "arbitrage bonds." The City Council covenants on behalf of the City that the proceeds from the issuance and sale of the Notes will be invested and expended as set forth in the City's Non-Arbitrage Certificate and Tax Covenants, to be delivered -2-