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1 <br /> form submitted to this Council with such necessary and appropriate variations, omissions and <br /> • insertions as permitted or required, or as the Mayor, in his discretion, shall determine, and the <br /> execution thereof by the Mayor shall be conclusive evidence of such determination. <br /> BE IT FURTHER RESOLVED that the City Council hereby approves the form of the <br /> Official Statement, relating to the Bonds (the "Official Statement"), a draft of which has been <br /> submitted to and received by this Council, and hereby ratifies and confirms its use and <br /> distribution to potential purchasers of the Bonds. <br /> BE IT FURTHER RESOLVED that the City hereby approves the terms of the Bond <br /> Resolution and the sale of the Bonds pursuant thereto, and approves the terms of the Bonds as set <br /> forth in said Bond Resolution and the Indenture (as defined in the Bond Resolution). <br /> BE IT FURTHER RESOLVED AS FOLLOWS: <br /> Continuing Disclosure: <br /> (a) Purpose and Beneficiaries. To provide for the public availability of certain <br /> information relating to the Bonds and the security therefor and to permit the Purchaser and other <br /> participating underwriters in the primary offering of the Bonds to comply with amendments to <br /> Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 (17 C.F.R. § <br /> 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, <br /> the Rule), which will enhance the marketability of the Bonds, the City hereby makes the <br /> • following covenants and agreements for the benefit of the Owners (as hereinafter defined) from <br /> time to time of the Outstanding Bonds. The City is the only obligated person in respect of the <br /> Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which <br /> continuing disclosure must be made. The City has complied in all material respects with any <br /> undertaking previously entered into by it under the Rule. If the City fails to comply with any <br /> provisions of this section, any person aggrieved thereby, including the Owners of any <br /> Outstanding Bonds, may take whatever action at law or in equity may appear necessary or <br /> appropriate to enforce performance and observance of any agreement or covenant contained in <br /> this section, including an action for a writ of mandamus or specific performance. Direct, <br /> indirect, consequential and punitive damages shall not be recoverable for any default hereunder <br /> to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no <br /> event shall a default under this section constitute a default under the Bonds or under any other <br /> provision of this resolution. As used in this section, Owner or Bondowner means, in respect of a <br /> Bond, the registered owner or owners thereof appearing in the bond register maintained by the <br /> Registrar or any Beneficial Owner(as hereinafter defined) thereof, if such Beneficial Owner <br /> provides to the Registrar evidence of such beneficial ownership in form and substance <br /> reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in respect of a <br /> Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent with <br /> respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds <br /> through nominees, depositories or other intermediaries), or (b) is treated as the owner of the <br /> Bond for federal income tax purposes. <br /> • -2- <br />