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21. Escrow Aqreement. On or prior to the date of delivery of the Bonds the Mayor and City Administrator are hereby authorized to execute, on behalf of the City, the Escrow Agreement substantially in the form heretofore presented to the City but with such insertions and modifications as shall be deemed by them to be necessary to accomplish its purposes, as evidenced by their execution and delivery thereof. All terms and conditions of such Escrow Agreement, as so executed and delivered, are hereby approved and adopted and made a part of this Resolution. 22. Purchase of Securities. Springsted Incorporated, the City's public finance advisor for the Bonds, is hereby authorized, in consultation and coordination.with the City Finance Director to solicit sufficient bids and to purchase or cause to be purchased for and on behalf of the City and/or the Escrow Agent the appropriate securities (including United States Treasury Securities) to be placed in the Escrow Account and to execute all such documents (including the appropriate subscription forms, if applicable) required to effect such purchase. 23. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 24. Neqative Covenant as to Use of Proceeds and Improvements. The City hereby covenants not to use the Improvements or to cause or permit the Improvements to be used, or to enter into any deferred payment arrangements for the cost of the Improvements, in such a manner as (or to take any action or permit any other circumstance to exist or any action to be taken, the effect to which would be) to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. In particular, but without limitation, the City covenants to forebear the implementation, effectuation or enforcement of any and all contracts or other agreements respecting the Improvements or any property ~enefitted thereby or assessed with respect thereto, which it may now or in the future have with developers, contractors, owners, lessees, managers, or any other person or parties to the extent that such implementation, effectuation or enforcement would (individually or in the aggregate) cause the Bonds to become such "private activity bonds," and to said limited extent the City would and hereby does (solely for the benefit of the Owners of the Bonds) 1079939.2 22