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assist the underwriter(s) for the Bonds in complying with the provisions of Section (b)(5) of <br />Securities and Exchange Commission Rule 15c2 -12. <br />15. Refunding of Prior Obligations. The City Representative is hereby authorized and <br />directed to execute one or more escrow agreements (each an "Escrow Agreement ") with an escrow <br />agent (the "Escrow Agent ") to be appointed by the City Representative, with respect to the <br />Refunded Bonds (as defined below). The Escrow Agreement shall be in the form approved by the <br />City Representative. The execution of an Escrow Agreement by the City Representative shall <br />constitute conclusive evidence of such official's approval of the Escrow Agreement. The Escrow <br />Agent is hereby authorized and directed to execute initial and final subscription forms for the <br />purchase of noncallable, direct obligations of the United States and such other contracts and <br />agreements necessary to provide for the refunding of the Refunded Bonds and payment of the <br />applicable interest on the Bonds as are approved by the City Representative. The City <br />Representative is hereby authorized and directed to determine, which maturities (or portions <br />thereof) of the Prior Obligations are to be refunded by the proceeds of the Bonds (such refunded <br />Prior Obligations are referred to as, the "Refunded Bonds "). The City Representative is further <br />authorized to call the Refunded Bonds for redemption on the first date on which they may be <br />redeemed at the option of the City. The Escrow Agreements shall provide for notice of redemption <br />to be given to the registered owners of the Refunded Bonds in accordance with the resolution <br />providing for the issuance of the Refunded Bonds. If any of the City's General Obligation Public <br />Improvement Bonds, Series 2010B (Taxable - Direct Pay Build America Bonds) (the "Series <br />2010B Bonds ") are selected for refunding (the "Refunded Series 2010B Bonds "), the Refunded <br />Series 2010B Bonds shall remain outstanding and shall not be considered defeased or paid until <br />the date fixed for their redemption. Prior to such date, the interest on the Refunded Series 2010B <br />Bonds coming due and payable shall be payable from the general fund of the City and shall not be <br />payable from the proceeds of the Bonds. <br />16. Further Actions. The City Representative and such other officers and agents of the <br />City as he or she may designate are hereby authorized and directed to take further action as they <br />deem necessary or appropriate regarding the issuance, credit enhancement and sale of the Bonds, <br />including, without limitation, a verification report regarding the sufficiency of any escrow fund <br />established under an Escrow Agreement and any agreement relative to the tax status of any series <br />of Bonds and the use of the proceeds thereof and other instruments, agreements, and documents <br />related to the issuance and sale of any series of the Bonds, the purchase of municipal bond <br />insurance or other credit enhancement for any series of the Bonds, if market or other conditions so <br />warrant, forward purchase or supply arrangements relating to the investment of the proceeds of <br />any series of the Bonds, and the application for CUSIP identification numbers. All actions taken <br />by officers and agents of the City in connection with the issuance and sale of the Bonds are hereby <br />ratified and confirmed. The City Representative and such officers and agents of the City as he or <br />she may designate are hereby authorized and directed to take such further action and to execute <br />and deliver such additional agreements, documents, and certificates as they deem necessary <br />regarding the Bonds, and all actions taken by such officers and agents in connection with the Bonds <br />are ratified and confirmed. The authorizations granted in this Ordinance to the City Manager and <br />the Clerk may be carried out by any Deputy, Assistant, Interim or Acting City Manager, or any <br />Deputy, Assistant, Interim or Acting Clerk in the absence of the primary officer. The <br />authorizations granted in this Ordinance to the Chief Financial Officer may be carried out by any <br />