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<br />13 <br />NG-U9ZQVMF2/4929-1516-5708v5/200676-0007 <br />it to be in the City's best interest to do so. If all bids are rejected, the Series may be sold pursuant to <br />negotiated sale or in any manner provided by law as the Designated Representative determines is in <br />the best interest of the City, within the parameters set forth in this ordinance. <br />(d) Preparation, Execution and Delivery of the Bonds. Each Series of the Bonds will be <br />prepared at City expense and will be delivered to the Purchaser in accordance with the Bond <br />Purchase Agreement, together with the approving legal opinion of Bond Counsel regarding the <br />Series. <br />Section 16. Official Statement; Continuing Disclosure. <br />(a) Preliminary Official Statement Deemed Final. The Designated Representative shall <br />review and, if acceptable to him or her, approve the preliminary Official Statement prepared in <br />connection with each sale of a Series of the Bonds to the public or through a Purchaser acting as a <br />placement agent. For the sole purpose of the Purchaser’s compliance with paragraph (b)(1) of Rule <br />15c2-12, the Designated Representative is authorized to deem that preliminary Official Statement <br />final as of its date, except for the omission of information permitted to be omitted by Rule 15c2-12. <br />The City approves the distribution to potential purchasers of the Bonds of a preliminary Official <br />Statement that has been approved by the Designated Representative and been deemed final, if <br />applicable, in accordance with this subsection. <br />(b) Approval of Final Official Statement. The City approves the preparation of a final <br />Official Statement for each Series of the Bonds to be sold to the public in the form of the preliminary <br />Official Statement that has been approved and deemed final in accordance with subsection (a), with <br />such modifications and amendments as the Designated Representative deems necessary or desirable, <br />and further authorizes the Designated Representative to execute and deliver such final Official <br />Statement to the Purchaser if required under Rule 15c2-12. The City authorizes and approves the <br />distribution by the Purchaser of the final Official Statement so executed and delivered to purchasers <br />and potential purchasers of a Series of the Bonds. <br />(c) Undertaking to Provide Continuing Disclosure. If necessary to meet the <br />requirements of paragraph (b)(5) of Rule 15c2-12, as applicable to the Purchaser acting as a <br />participating underwriter for a Series of the Bonds, the Designated Representative is authorized to <br />execute a written undertaking to provide continuing disclosure for the benefit of holders of a Series <br />of the Bonds in substantially the form attached as Exhibit B. <br />Section 17. Supplemental and Amendatory Ordinances. The City may supplement or <br />amend this ordinance for any one or more of the following purposes without the consent of any <br />Owners of the Bonds: <br />(a) To add covenants and agreements that do not materially adversely affect the interests <br />of Owners, or to surrender any right or power reserved to or conferred upon the City. <br />(b) To cure any ambiguities, or to cure, correct or supplement any defective provision <br />contained in this ordinance in a manner that does not materially adversely affect the interest of the <br />Beneficial Owners of the Bonds. <br />(c) To impose upon the Bond Registrar (or a bond trustee, if any), with its consent, any <br />additional rights, remedies, powers, authority, security, liabilities or duties which may lawfully be <br />granted, conferred or imposed and which are not contrary to or inconsistent with this ordinance as <br />theretofore in effect;