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legal counsel, deem necessary or appropriate; and this Council <br />hereby authorizes such Official Statement and the information <br />obtained therein to be used by the Purchaser in connection with <br />the sale of the Bonds. The Preliminary Official Statement is <br />"deemed final" for purposes of Rule 15c2-12 promulgated by the <br />Securities and Exchange Commission pursuant to the Securities <br />Exchange Act of 1934. The City Manager, the Deputy City Manager <br />for Finance and the City Attorney are hereby authorized and <br />directed to execute on behalf of the City and deliver to the <br />Purchaser the respective certificates referred to in the Official <br />Statement under the caption "Certificate Concerning Official <br />Statement". <br /> <br /> SECTION 13. The form of the Continuing Disclosure <br />Certificate presented to and filed with the minutes of the Council <br />at which this resolution is being adopted, and the terms, <br />conditions and provisions thereof, are hereby approved, ratified <br />and confirmed by the Council, and the City Manager and the Deputy <br />City Manager for Finance, or either of them, is hereby authorized <br />and directed to execute Continuing Disclosure Certificate in such <br />form, together with such changes as shall be approved by the City <br />Manager or the Deputy City Manager for Finance, or either of them, <br />upon the advice of counsel (including the City Attorney and Bond <br />Counsel), such approval to be conclusively evidenced by their <br />execution thereof. The City covenants with the holders from time <br />to time of the Bonds that it will, and hereby authorizes the <br />appropriate officers and employees of the City to take all action <br />necessary or appropriate to, comply with and carry out all of the <br />provisions of the Continuing Disclosure Certificate, as amended <br />from time to time. Notwithstanding any other provision of this <br />resolution, failure of the City to perform in accordance with the <br />Continuing Disclosure Certificate shall not constitute a default <br />or an Event of Default, and the rights and remedies provided by <br />this resolution upon the occurrence of a default or an Event of <br />Default shall not apply to any such failure, but the Continuing <br />Disclosure Certificate may be enforced only as provided therein. <br /> <br /> SECTION 14. The action of the City Manager in causing <br />the Summary Notice of Sale to be published as described in Section <br />1 hereof, and in causing the Detailed Notice of Sale, the Official <br />Proposal Form and the Preliminary Official Statement to be <br />distributed, and the form and contents of the Summary Notice of <br />Sale, the Detailed Notice of Sale, the Official Proposal Form and <br />the Preliminary Official Statement, and all actions and <br />proceedings heretofore taken by this Council, the City Manager, <br />the Deputy City Manager for future Finance and the other officers, <br />employees, agents and attorneys of the City in connection with the <br />issuance and sale of the Bonds, are hereby ratified and confirmed. <br /> <br />22 <br /> <br /> <br />