The Mayor and the Director of Finance shall sign and deliver, in the name and on
<br />behalf of the City and in their official capacities, the Purchase Agreement between the City and the
<br />Original Purchaser, in substantially the form as is now on file with the Clerk of Council, providing for
<br />the sale of the Bonds to, and the purchase of the Bonds by, the Original Purchaser. The Purchase
<br />Agreement is approved, together with any changes or amendments that are not inconsistent with this
<br />ordinance or the Certificate of Award and not substantially adverse to the City and that are approved
<br />by the Mayor and the Director of Finance on behalf of the City, all of which shall be conclusively
<br />evidenced by the signing of the Purchase Agreement or amendments thereto.
<br />(b) Primary Offering Disclosure -- Official Statement. The Mayor and the
<br />Director of Finance are authorized and directed, on behalf of the City and in their official capacities,
<br />to (i) prepare or cause to be prepared, and make or authorize modifications, completions or changes
<br />of or supplements to, a disclosure document in the form of an official statement relating to the
<br />original issuance of the Bonds, (ii) determine, and to certify or otherwise represent, when the official
<br />statement is to be "deemed final" (except for permitted omissions) by the City as of its date or is a
<br />final official statement for purposes of paragraph (b) of the Rule, (iii) use and distribute, or authorize
<br />the use and distribution of those official statements and any supplements thereto in connection with
<br />the original issuance of the Bonds, and (iv) complete and sign the final official statement and any
<br />supplements thereto, together with such certificates, statements or other documents in connection
<br />with the finality, accuracy and completeness of those official statements and any supplements as they
<br />may deem necessary or appropriate.
<br />(c) Agreement to Provide Continuing Disclosure. For the benefit of the holders
<br />and beneficial owners from time to time of the Bonds, the City agrees, as the only obligated person
<br />with respect to the Bonds under the Rule, to provide or cause to be provided such financial
<br />information and operating data, financial statements and notices, in such manner, as may be
<br />required for purposes of paragraph (b)(5)(i) of the Rule. In order to describe and specify certain
<br />terms of the City's continuing disclosure agreement for that purpose, and thereby to implement
<br />that agreement, including provisions for enforcement, amendment and termination, the Mayor and
<br />the Director of Finance, are authorized and directed to sign and deliver, in the name and on behalf
<br />of the City, the Continuing Disclosure Certificate, in substantially the form as is now on file with
<br />the Clerk of Council, with any changes or amendments that are not inconsistent with this ordinance
<br />and not substantially adverse to the City and that are approved by the Mayor and the Director of
<br />Finance on behalf of the City, all of which shall be conclusively evidenced by the signing of that
<br />Certificate or amendments to it. The agreement formed, collectively, by the Bonds, this paragraph
<br />and that Certificate, shall be the City's continuing disclosure agreement for purposes of the Rule,
<br />and its performance shall be subject to the availability of funds and their annual appropriation to
<br />meet costs the City would be required to incur to perform it.
<br />(d) Application for Rating or Bond Insurance. If, in the judgment of the Mayor or
<br />the Director of Finance, the filing of an application for (i) a rating on the Bonds by one or more
<br />nationally-recognized rating agencies, or (ii) a policy of insurance from a company or companies to
<br />better assure the payment of principal of and interest on the Bonds, is in the best interest of and
<br />financially advantageous to this City, the Mayor or the Director of Finance may prepare and submit
<br />those applications. The Director of Finance is also authorized to provide to each such agency or
<br />company such information as may be required for the purpose and, if it is, in her judgment, in the best
<br />interest of and financially advantageous to the City, to accept a commitment for insurance issued by a
<br />-9-
<br />
|