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3. That the Proposal may be amended, modified or supplemented, as maybe approved by the City Manager of the City (the "City Manager "), with such approval to be evidenced by the City Manager's execution and delivery of the Cooperation Agreement or other documents relating to the issuance of the Notes; provided however, that the Proposal (as amended, modified or supplemented) must comply with the parameters established for the Cooperation Agreement and the Notes in Section 5. 4. That the Cooperation Agreement on file with the City is hereby approved, but the City Manager is hereby authorized to correct, amend, or revise the Cooperation Agreement as the City Manager deems necessary to carry out the intent of the Council as expressed herein, and the City Manager is hereby authorized to execute and deliver on behalf of the City the Cooperation Agreement as corrected, amended, or revised, and the City Clerk is hereby authorized to affix or to cause to be affixed the seal of the City to the Cooperation Agreement and to attest such seal. 5. The Council hereby authorizes the performance by the City of its obligations under the Cooperation Agreement. The Notes shall be in such form and contain such provisions as the City Manager shall approve. The approval of the Cooperation Agreement or the Notes will be evidenced conclusively by the execution and delivery of the Cooperation Agreement, provided that the aggregate principal amount of the Notes shall not exceed $5,275,000 and the maturity of the Notes shall not exceed five years from the closing of the Notes. 6. The Notes will be subject to prepayment in whole or in part as the City Manager deems advisable. 7. 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 the Notes a Tax Compliance Agreement or similar document setting forth the expected use and investment of the proceeds of the Notes and containing such covenants, designations and elections as may be necessary or desirable in order to comply with the provisions of the Internal Revenue Code of 1986 (as amended). 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. 8. That the City Manager and such other officers and agents of the City as the City Manager may designate, are hereby authorized and directed to take further action as he deems necessary or appropriate regarding the Obligation and the issuance of the Notes. All actions taken by officers and agents of the City in connection with the Obligation and the issuance of the Notes are hereby ratified and confirmed. The authorizations granted in this ordinance to the City Manager may be carried out by any Deputy or Assistant City Manager in the absence of the primary officers 9. That the City Attorney of the City is authorized and directed to file a certified copy of this resolution with the Circuit Court of the City pursuant to Sections 15.2 -2607 and 15.2 -2627 of the Virginia Code.