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<br />the date thereof, with respect to the Bonds (the “Official Statement”). The Mayor and the Clerk
<br />are each authorized to execute the Official Statement and by such execution approve its distribution
<br />on 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 XIII.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, the Controller or any other officer having responsibility with
<br />respect to the issuance of the Bonds, are authorized and directed, alone or in conjunction with any
<br />of the 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 XIV.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
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