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e e adversely affect the exemption from federal income taxation of inlerest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgmed which impose additional requirements which are applicable to the Bonds, the City agrees to comply with the additional requirements to the exlent necessary, in the opinion of nationally-recognized bond counsel. to preserve the exemption from federal income taxation of inlerest on the Bonds under section 103 of the Code. SECTION 21. DESIGNATION AS QUALIFIED TAX-EXEMPT BONDS. The City hereby designales the Bonds as "qualified tax-exempt bonds" as defined in section 265(b)(3) of the Internal Revenue Code of 1986. as amended (the "Code"). In furtherance of such designation. the City represents. covenants. and warrants the following: (a) during the calendar year in which the Bonds are issued, the City (including any subordinate entities) has not designated nor will designate bonds, which when aggregaled with the Bonds. will result in more than $10,000.000 of "qualified tax-exempt bonds" being issued; (b) the City reasonably anticipaIes thai the amount of tax-exempt obligations issued during the calendar year in which the Bonds are issued by the City (or any subordinate entities) will not exceed $10,000.000: and (c) the City will take such action or refrain from such action as necessary in order that the Bonds will not be considered "private activity bonds" within the meaning of section 41 of the Code. SECTION 22. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to Masterson Moreland Sauer Whisman, Inc. and Rauscher Pierce Refsnes, Inc. (the "Underwriters"), pursuant to the lenns and provisions of the Purchase Contract attached hereto as Exhibit B and the Mayor is hereby authorized to execute and deliver such Purchase Contract. The Bonds shall initially be registered in the name of Masterson Moreland Sauer Whisman. Inc. The officers of the Issuer are hereby authorized and directed to execute and deliver such certificates. instructions. or other instruments as are required or necessary to accomplish the purposes of this Ordinance. SECTION 23. PROCEEDS OF SALE. The proceeds of the Bonds shall be placed into the Interest and Sinking Fund and the Escrow Fund of the Issuer as follows: (a) Interest and Sinkin~ Fund. An amount equal to the accrued inlerest on the Bonds from the date of the Bonds to the date of delivery to the Initial Purchaser shall be deposiled in the Interest and Sinking Fund. (b) Escrow Fund. The proceeds of the Bonds remaining afler the above described deposit into the Interest and Sinking Fund shall be placed in the Escrow Fund (afler created) to be used by the Issuer for the purposes described in the Escrow Agreement hereafter authorized. SECTION 24. APPROVAL OF OFFICIAL STATEMENT. The Issuer hereby approves the fonn and content of the Official Statement relating to the Bonds. and any addenda. supplement. or amendment thereto and approves the distribution of such Official Statement in the reoffering of the Bonds by the Initial Purchasers in final fonn, with such changes therein or additions thereto as the officer executing the same may deem advisable. such detennination to be conclusively evidenced by his execution thereof. It is further officially found detennined and declared that the statements and representations contained in said Official Statement are true and correct in all material respects to the best knowledge and belief of the Council. SECTION 25. CONSIDERATIONS OF REFUNDING. The Council hereby fmds that by refunding the Refunded Obligations the Issuer will (i) lower the annual debt service requirements with respect to its revenue supponed obligations and (ii) restructure its debt service in a manner which will allow the issuance of additional bond issues without a utility rate increase or with a smaller increase than would otherwise be required, SECTION 26. NOTICE OF REDEMPTION TO PAYING AGENT AND REGISTERED OWNERS AND PUBLICATION. The principal of and accrued interest on the Refunded Obligations shall be 20