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<br />4854-7635-7637.1
<br />ARTICLE VIII
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<br />CONTINUING DISCLOSURE
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<br />8.01. Continuing Disclosure Undertaking. The City Council (a) authorizes and directs
<br />the Mayor and the City Clerk to execute and deliver, on the date of the issuance of the Bonds, a
<br />continuing disclosure certificate (the “Undertaking”) in such form that satisfies the requirements
<br />of Rule 15c2-12 and is acceptable to the Purchaser and (b) covenants that it will comply with and
<br />carry out all of the provisions of the Undertaking. A description of this undertaking is set forth in
<br />the Official Statement. The Mayor and the City Clerk, or each individually, may appoint a
<br />dissemination agent to assist the City with such Undertaking if such officer finds that such
<br />appointment is in the best interest of the City. Notwithstanding any other provisions of this
<br />Resolution or the Undertaking, failure of the City to comply with the Undertaking will not be
<br />considered a default under this Resolution or the Bonds. However, any Bondholder or Beneficial
<br />Owner may take such actions as may be necessary and appropriate, including seeking mandate or
<br />specific performance by court order, to cause the City to comply with its obligations under this
<br />subparagraph and the Undertaking. For purposes of this subparagraph, “Beneficial Owner” means
<br />any person who (i) has the power, directly or indirectly, to vote or consent with respect to, or to
<br />dispose of ownership of, any Bonds (including persons holding Bonds through nominees,
<br />depositories or other intermediaries), or (ii) is treated as the owner of any Bonds for federal income
<br />tax purposes.
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<br />ARTICLE IX
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<br />AUTHORIZATION OF OFFICERS
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<br />Without in any way limiting the power, authority, or discretion elsewhere herein granted
<br />or delegated, the City Council hereby (a) authorizes and directs each officer, employee and agent
<br />of the City to carry out, or cause to be carried out, and to perform such obligations of the City and
<br />such other actions as they, or any one of them shall consider necessary, advisable, desirable, or
<br />appropriate in connection with this Resolution and the issuance, sale, and delivery of the Bonds,
<br />including, without limitation and whenever applicable, the execution and delivery thereof and of
<br />all other related documents, instruments, certificates, and opinions; and (b) delegates to each such
<br />officer, employee and agent the right, power, and authority to exercise her or his own independent
<br />judgment and absolute discretion in determining and finalizing the terms, provisions, form and
<br />contents of each of the foregoing. The execution and delivery by any such officer, employee or
<br />agent of the City of any such documents, instruments, certifications, and opinions, or the doing by
<br />them of any act in connection with any of the matters which are the subject of this Resolution,
<br />shall constitute conclusive evidence of both the City’s and their approval of all changes,
<br />modifications, amendments, revisions, and alterations made therein, and shall conclusively
<br />establish their absolute, unconditional, and irrevocable authority with respect thereto from the City
<br />and the authorization, approval, and ratification by the City of the documents, instruments,
<br />certifications, and opinions so executed and the action so taken.
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