|
be repealed or amended in any respect which would adversely affect the right of such holder or
<br /> holders so long as said Bonds or the interest thereon remains unpaid.
<br /> SECTION XIV. Approval of Offering Document and Continuing Disclosure.
<br /> Subject to the provisions of this Ordinance one or more preliminary official statements of the City
<br /> relating to the Bonds(each,a"Preliminary Official Statement"),in a form acceptable to the Mayor
<br /> and the Clerk, is hereby (a) authorized and approved, together with such changes in form and
<br /> substance as may be deemed necessary or appropriate by the Mayor and the Clerk pursuant to this
<br /> Ordinance, (b) authorized and approved, as the same may be appropriately confirmed, modified
<br /> and amended pursuant hereto, for distribution as the Preliminary Official Statement of the City,
<br /> (c) authorized to be deemed and determined by the Clerk on behalf of the City, as of its date, to
<br /> constitute the"final" official statement of the City with respect to the Bonds to be offered thereby,
<br /> subject to completion as permitted by and otherwise pursuant to the provisions of the SEC Rule,
<br /> and (d) authorized and approved, consistent with the provisions of any Purchase Agreement and
<br /> the SEC Rule,to be placed into final form and distributed and delivered to purchasers and potential
<br /> purchasers of the Bonds offered thereby as the final official statement of the City, as of the date
<br /> thereof, with respect to the Bonds (the "Official Statement"). The Mayor and the Clerk are each
<br /> authorized to execute the Official Statement and by such execution approve its distribution on
<br /> behalf of the City.
<br /> In order to assist the Purchaser of the Bonds in complying with paragraph(b)(5)of the SEC
<br /> Rule by undertaking to make available appropriate disclosure about the City and the Bonds to
<br /> participants in the municipal securities market, the City hereby covenants, agrees and undertakes,
<br /> in accordance with the SEC Rule, unless excluded from the applicability of the SEC Rule or
<br /> otherwise exempted from the provisions of paragraph (b)(5) of the SEC Rule, that it will comply
<br /> with and carry out all of the provisions of the continuing disclosure contract. "Continuing
<br /> disclosure contract" shall mean that certain continuing disclosure contract executed by the City
<br /> and dated the date of issuance of the Bonds,as originally executed and as it may be amended from
<br /> time to time in accordance with the terms thereof. The execution and delivery by the City of the
<br /> continuing disclosure contract, and the performance by the City of its obligations thereunder by or
<br /> through any employee or agent of the City, are hereby approved, and the City shall comply with
<br /> and carry out the terms thereof.
<br /> SECTION XV. Tax-Exemption. Subject to the obligations of the
<br /> Corporation set forth in the Financing Agreement and/or the certificates or agreements of the
<br /> Corporation to be executed upon the issuance of the Bonds, the City will use its best efforts to
<br /> restrict the use of the proceeds of the Bonds in such a manner and to the reasonable expectations
<br /> at the time the Bonds are delivered to the purchasers thereof, so that they will not constitute
<br /> "arbitrage bonds" under Section 148 of the Internal Revenue Code of 1986 and the regulations
<br /> promulgated thereunder, as amended and in effect on the date of issuance of any series of the
<br /> Bonds (collectively, the "Code"), or to preserve any other desired tax status under the Code, if
<br /> necessary. The Mayor, the Clerk or any other officer having responsibility with respect to the
<br /> issuance of the Bonds, are authorized and directed, alone or in conjunction with any of the
<br /> foregoing, or with any other officer, employee, consultant or agent of the City, to deliver a
<br /> certificate for inclusion in the transcript of proceedings for the Bonds, setting forth the facts,
<br /> estimates and circumstances and reasonable expectations pertaining to the use of the Bond
<br /> proceeds as of the date of issuance thereof.
<br /> SECTION XVI. No Recourse. No recourse under or upon any obligation,
<br /> covenant,acceptance or agreement contained in this Ordinance,the Financing Documents or under
<br /> any judgment obtained against the City, including without limitation its Economic Development
<br /> Commission, or by the enforcement of any assessment or by any legal or equitable proceeding by
<br /> virtue of any constitution or statute or otherwise,or under any circumstances,under or independent
<br /> of the Financing Agreement, shall be had against any member, director, or officer or attorney, as
<br /> such, past, present, or future, of the City, including without limitation its Economic Development
<br /> Commission, either directly or through the City, or otherwise, for the payment for or to the City
<br /> or any receiver thereof or for or to any holder of the Bonds secured thereby, or otherwise, of any
<br /> sum that may remain due and unpaid by the City upon any of such Bonds. Any and all personal
<br /> liability of every nature, whether at common law or in equity, or by statute or by constitution or
<br /> otherwise, of any such member, director, or officer or attorney, as such, to respond by reason of
<br /> any act or omission on his or her part or otherwise for, directly or indirectly,the payment for or to
<br /> the City or any receiver thereof,or for or to any owner or holder of the Bonds,or otherwise, of any
<br /> sum that may remain due and unpaid upon the Bonds hereby secured or any of them, shall be
<br /> 6
<br />
|