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?.,.., <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 City, 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 official <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 Ciry 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 Ciry <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 City, to specify in reasonable detail the <br />Annual Information to be provided (which may be provided by specific reference to other <br />documents previously filed and available in accordance with the Rule), whether the City has <br />obtained any credit enhancement or provider for the Bonds and the Ciry's expectations as to <br />whether audited financial statements will be prepared, the accounting principles to be applied <br />in their preparation, and whether they will be available together with, or separately from, <br />Annual Information. <br />-10- <br />D03:[00523.DOCS.NOR05228]BOND_ORDINANCE_PARK REC_$970.