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appropriate to conform to any applicable rules and regulations of any governmental authority or usage or requirement of law with respect thereto. 5. That the Bonds will be subject to optional and mandatory redemption as the City Manager deems advisable. 6. 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 may be 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. 7. That the Bonds shall be placed 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 placement; provided that the interest rate of any series of the Bonds does not exceed the maximum interest rate set forth above. 8. 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. 9. That the Council hereby appoints the City's Chief Financial Officer as the Bond Registrar and Paying Agent for the Bonds. 10. That the City's Chief Financial Officer 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. 11. 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 written instrument or instruments of transfer or authorization for exchange, in form and substance reasonably satisfactory to the Bond Registrar, duly executed by the registered owner or by his or her duly authorized attorney -in -fact or legal representative. No Bond may be registered to bearer. 12. That new Bonds delivered upon any transfer or exchange shall be valid obligations of the City, evidencing the same debt as the Bonds surrendered, shall be secured by this resolution