14-20 Cedar Glen Bond Ordinance Addendums

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the Mayor and Clerk and any other document which may be necessary or desirable to consummate the transaction, and their execution is hereby confirmed on behalf of the City. The signatures of the Mayor and the Clerk on the Bonds may be facsimile signatures. This Commission also recommends that the Clerk be authorized to arrange for the delivery of such Bonds to the purchaser, payment for which will be made in the manner set forth in the Financing Agreements. The Mayor and Clerk may, by their execution of the Financing Agreements requiring their signatures and imprinting of their facsimile signatures thereon, approve changes therein and also in those Financing Agreements which do not require the signature of the Mayor and/or Clerk without further approval of this Council or the Commission if such changes do not affect terms set forth in Section 27(a)(1) through(a)(10) of the Act. SECTION 5. If necessary or desirable, a Preliminary Official Statement of the City relating to the Bonds(the"Preliminary Official Statement"), in a form acceptable to the Mayor, is hereby (a) authorized and approved, together with such changes in form and substance as may be deemed necessary or appropriate by the Mayor, (b) authorized and approved, as the same may be appropriately confirmed, modified and amended pursuant hereto, for distribution as the Preliminary Official Statement of the City, (c) authorized to be deemed and determined by the Mayor on behalf of the City, as of its date, to constitute the "final" official statement of the City with respect to the Bonds to be offered thereby, subject to completion as permitted by and otherwise pursuant to the provisions of Rule 15c2-12 of the Securities and Exchange Commission (the"SEC Rule"), and(d)authorized and approved,consistent with the provisions of any Purchase Agreement (as defined herein) and the SEC Rule, to be placed into final form and distributed and delivered to purchasers and potential purchasers of the Bonds offered thereby as the final official statement of the City, as of the date thereof, with respect to the Bonds (the"Official Statement"). Any form of Continuing Disclosure Agreement included or referenced in The Preliminary Official Statement and the Official Statement shall require the Borrower to undertake all continuing disclosure obligations required under the SEC Rule, and expressly state that the City will have no liability to the holders of the Bonds or any other person with respect to such continuing disclosure requirements. SECTION 6. Subject to the obligations of the Borrower set forth in the respective Financing Agreements and/or the certificates or agreements of such Borrower to be executed upon the issuance of the Bonds, if any of the Bonds are issued on a tax-exempt basis for purposes of federal income taxation, the City will use its best efforts to restrict the use of the proceeds of the Bonds in such a manner and to expectations at the time the Bonds are delivered to the purchasers thereof, so that they will not constitute "arbitrage bonds" under Section 148 of the Code and the regulations promulgated thereunder, or to preserve any other desired tax status under the Code. The Mayor and the Clerk,or any other officer having responsibility with respect to the issuance of the Bonds, are authorized and directed, alone or in conjunction with any of the foregoing, or with any other officer, employee, consultant or agent of the City, to deliver a certificate for inclusion in the transcript of proceedings for the Bonds, settingforth the facts, estimates and circumstances p p g and reasonable expectations pertaining to the use of the Bond proceeds as of the date of issuance thereof. SECTION 7. A purchase agreement in form and substance acceptable to the Mayor and the Clerk (the"Purchase Agreement"), is hereby authorized and approved, and the Mayor and the Clerk are hereby authorized and directed to execute and deliver the Purchase Agreement in form 4