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Authority the City's moral obligation, subject to the terms set forth therein, to deliver to the <br />Authority sufficient funds for the Authority to make timely payment of the principal of (whether <br />due at maturity or by virtue of optional redemption with the consent of the City or mandatory <br />redemption), premium, if any, and interest on the Bonds, to the replenishment of any reserve <br />funds established in connection therewith and to the payment of all other amounts required to be <br />paid by the Authority under the documents relating to the Bonds, are hereby approved and the <br />City Manager or any Deputy City Manager of the City is authorized and directed to execute and <br />deliver to the Authority a Cooperation Agreement in such form, together with such changes as <br />shall be made by the City Manager or Deputy City Manager executing the same upon advice of <br />counsel (including the City Attorney or Bond Counsel), such changes to be conclusively <br />evidenced by such officer's execution and delivery thereof. <br /> <br /> SECTION C.. Authorization of Execution and Deliverv of Continuing Disclosure <br />Certificate or Agreement.. To the extent the City shall be treated as an "obligated person" with <br />respect to the Bonds to be issued by the Authority to finance the costs of the Project within the <br />meaning of Rule 15c2-12 ("Rule 15c2-12") promulgated by the Securities and Exchange <br />Commission under the Securities Exchange Act of 1934, the City Manager or any Deputy City <br />Manager of the City is authorized and directed to execute and deIiver to the Authority or to the <br />trustee for the Bonds a Continuing Disclosure Certificate or Agreement with respect to the <br />information relating to the City included or incorporated by reference in the Preliminary Official <br />Statement and the final Official Statement of the Authority relating to the Bonds. The City <br />Manager or any Deputy City Manager of the City is further authorized and directed to deliver to <br />the Authority or to the underwriters or initial purchasers of the Bonds a certificate deeming the <br />Preliminary Official Statement final for purposes of Rule 15c2-12. <br /> <br /> SECTION D.. Effectiveness of Resolution. This resolution shall take effect upon <br />its adoption. <br /> <br /> ADOPTED by the Council of the City of Portsmouth, Virginia, on November 10, <br /> <br /> Teste: <br /> <br /> <br /> City Clerk <br /> <br /> <br />