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a change in the tax law, the failure by the City or the School Board to comply with tax law or as a result of construction or sinking fund investment rate shortfalls. 5. That the Bonds shall be in substantially the form filed with the City's official records, with such appropriate variations, omissions and insertions as are permitted or required by this resolution. There maybe endorsed on the Bonds such legend or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or usage or requirement of law with respect thereto. 6. That the Bonds will be subject to optional and mandatory redemption as the City Manager deems advisable. 7. That the City Manager is authorized and directed to execute the Bonds. The Clerk of the Council is authorized and directed to affix the seal of the City to each series of the Bonds and to attest the seal. The manner of execution, attestation and affixation of the seal maybe by facsimile; provided, however, that if the signatures of the City Manager and Clerk are all by facsimile, the Bonds will not be valid until signed at the foot thereof by the manual signature of the Bond Registrar. The City Manager's approval or determination of the details and provisions of the Bonds that she has been authorized and/or directed to approve under this resolution shall be evidenced conclusively by her execution and delivery of the Bonds on the City's behalf. 8. That the Bonds shall be offered for sale and sold in such manner as the City Manager may determine to be in the best interests of the City, including by the City in a public sale or direct bank placement or through VPSA; provided that the true interest cost of any series of the Bonds does not exceed the maximum true interest cost set forth above. 9. That the appropriate officers and agents of the City are authorized and directed to execute and deliver on the City's behalf simultaneously with the issuance of any series of the Bonds a Tax Compliance Agreement. or similar document setting forth the expected use and investment of the proceeds of the Bonds and containing such covenants, designations and elections as may be necessary or desirable in order to comply with the provisions of the Tax Code. The Council agrees on behalf of the City that the proceeds from the issuance and sale of any such series of Bonds will be invested and expended as set forth in the City's Tax Compliance Agreement or similar document and that the City will comply with the other provisions contained in it. 10. That the Council hereby appoints the City's Chief Financial Officer as the Bond Registrar and Paying Agent for the Bonds. 11. That the Council may appoint a subsequent Bond Registrar and/or one or more Paying Agents for the Bonds by subsequent resolution and upon giving written notice to the registered owners of the Bonds specifying the name and location of the principal office of any such Bond Registrar or Paying Agent. 12. That upon surrender for transfer or exchange of any Bond at the principal office of the Bond Registrar, the City shall execute and the Bond Registrar shall authenticate and deliver in the name of the registered owner and/or the transferee or transferees, as appropriate, a new Bond or Bonds of any authorized denomination in an aggregate principal amount equal to the Bond surrendered and of the same series, form and maturity and bearing interest at the same rate as the Bond surrendered, subject in each case to such reasonable regulations as the Council and the Bond Registrar may prescribe. All Bonds presented for transfer or exchange shall be accompanied by a 4