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upon payment of the purchase price. The Mayor, the Director of Finance, the Director of Law,
<br />the Clerk of Council and other City officials, as appropriate, each are authorized and directed
<br />to sign any transcript certificates, financial statements and other documents and instruments and
<br />to take such actions as are necessary or appropriate to consummate the transactions contemplated
<br />by this ordinance.
<br />The Mayor and the Director of Finance shall sign and deliver, in the name and on
<br />behalf of the City, the Purchase Agreement between the City and the Original Purchaser, in
<br />substantially the form as is now on file with the Clerk of Council, providing for the sale of the
<br />Bonds to, and the purchase of the Bonds by, the Original Purchaser. The Purchase Agreement
<br />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
<br />approved by the Mayor and the Director of Finance on behalf of the Ciry, all of which shall be
<br />conclusively evidenced by the signing of the Purchase Agreement or amendments thereto.
<br />(b) Primarv Offering Disclosure -- Official Statement. The Mayor and the
<br />Director of Finance are authorized and directed, on behalf of the City and in their offcial
<br />capacities, to (i) prepare or cause to be prepared, and make or authorize modifications,
<br />completions or changes of or supplements to, a disclosure document in the form of an official
<br />statement relating to the original issuance of the Bonds, (ii) determine, and to certify or
<br />otherwise represent, when the official statement is to be "deemed final" (except for permitted
<br />omissions) by the City as of its date or is a final official statement for purposes of paragraph (b)
<br />of the Rule, (iii) use and distribute, or authorize the use and distribution of those official
<br />statements and any supplements thereto in connection with the original issuance of the Bonds,
<br />and (iv) complete and sign the final official statement together with such certificates, statements
<br />or other documents in connection with the finality, accuracy and completeness of those official
<br />statements as they 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
<br />person with respect to the Bonds under the Rule, to provide or cause to be provided such
<br />financial information and operating data, audited financial statements and notices, in such
<br />manner, as may be required for purposes of paragraph (b)(5)(i) of the Rule. The City further
<br />agrees, in particular, to provide or cause to be provided:
<br />(i) to each NRMSIR and to the SID, (A) Annual Information for each City
<br />fiscal year ending on or after December 31, 1996, not later than the 270th day
<br />following the end of the fiscal year, and (B) when and if available, audited City
<br />financial statements for each such fiscal year; and
<br />(ii) to each NRMSIR or to the MSRB, and to the SID, in a timely manner,
<br />notice of (A) any Specified Event if that Event is material, (B) the City's failure to
<br />provide the Annual Information within the time specified above, and (C) any change
<br />in the accounting principles applied in the preparation of its annual financial
<br />statements, any change in its fiscal year, its failure to appropriate funds to meet costs
<br />to be incurred to perform the Continuing Disclosure Agreement, and of the
<br />termination of the Continuing Disclosure Agreement.
<br />In order to further describe and specify certain terms of the City's Continuing Disclosure
<br />Agreement made for purposes of the Rule in and pursuant to this ordinance and to be formed,
<br />collectively, by this subsection (c) and the Continuing Disclosure Certificate, the Mayor and the
<br />Director of Finance are authorized and directed to complete, sign and deliver the Continuing
<br />Disclosure Certificate, in the name and on behalf of the Ciry, to specify in reasonable detail the
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<br />D03:[00523.DOCS.NOR05228]BOND_ORDINANCE COMPUTER_EQUIP_$355.
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