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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 />