Issuance and Sale of General Obligation Refunding Bond

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Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the � "Undertaking") hereinafter described: (a) to provide or provide or cause to be provided, to the Municipal Securities Rulemaking Board, by filing at www.emma.msrb.org, (i) at least annually, its audited fnancial statements for the most recent fiscal year, and (ii) notice of the occurrence of certain events with respect to the Bonds in not more than ten (lOj business days after the occurrence of such event, in accordance with the Undertaking; and (b) its covenants pursuant to the Rule set forth in this paragraph and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be enforceable on behalf of such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. The Mayor and Clerk-Treasurer or any other officer of the City authorized to act in their place (the "Officers") are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the City Council subject to such modifications thereof or additions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers. 31. Governmental Bonds Post-Issuance Compliance Policies and Procedures. The City hereby approves the Governmental Bonds Post-Issuance Compliance Policies and � Procedures in substantially the form presented to the City Council. � 32. Severabilitv. If any section, paragraph or provision of this Resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Resolution. 33. Headin�s. Headings in this Resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. The motion for the adoption of the foregoing Resolution was duly seconded by Councilmember and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: 4767714v1 Whereupon the Resolution was declared duly passed and adopted. �L�