36-07 Retire Outstanding Notes - Laserfiche WebLink

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(3) (5) (B) to specify in reasonable detail the Annual Information to be provided (which may be provided by specific reference to other documents previously filed and available in accordance with the SEC Rule), whether the City has obtained any credit enhancement for'the Bonds, and the City's expectations as to whether audited financial statements will be prepared, the accounting pfnciples to be applied in their preparation, and whether they will be available together with, or separately fi.om, the Annual Intbrmation. Disclosure Procedures. This Council filrther authorizes and directs the Director of Finance to establish procedures to ensure compliance by the City with the Conthiuhig Disclosure Agreement, includkrg timely provision of information and notices, as described above. Before making any filing in accordance with clause (2) above or providing notice of the occurrence of any other events, the Director of Finance may consult with and obtain legal advice fi'om bond counsel or other qual/fied independent special counsel selected by the City The Director of Finance, acting in the name and on behalf of the City, may rely upon that legal advice in determining whether a filing should be made. Amendments. The City reserves the right to emend the Continuing Disclosure Agreement, and to obtain the waiver of noncompliance with any provision of the Cuntinuing Disclosure Agreement, as may be necessary or appropriate to achieve its compliance with any applicable federal securities law or role, to cure any ambiguity, inconsistency, formal defect, or omission, and to address any change in circumstances arising fi.om a change in legal requirements, change in law, or change in the identity, nature, or status of the City, or type of business cunducted by the City Any amendment or waiver will not be effective unless the Continuing Disclosure Agreement (as emended or taking into account that waiver) would have complied with the requirements of the SEC Rule at the time of the primasy offering of the Bonds, after talcing into account any applicable amendments to or official interpretations of the SEC Rule, as well as any change in circumstances, and until the City has reccqved either (A) a written opinion of bond counsel or other qualified independent special counsel selected by the City that the amendment or waiver would not materially impair the interests of Holders or beneficial owners of book-entry interests in the Bonds, or (B) the written consent to the amendment or waiver by the Holders of at least a majority of the principal amount of the Bonds then outstanding. Annual Information contaiding any revised operating data or financial information must explain, in narrative form, the reasons for any amendment or waiver and the impact of the change on the type of operating data or financial information being provided. Enforcement~ The Continuing Disclosure Agreement will be solely for the benefit of the Holders and beneficial owners of book-entry interests in the Bonds, from time to time: The exclusive remedy for any breach of the Continuing Disclosure Agreement by the City will be limited, to the extent permitted by law, to a right of Holders and beneficial owners to institute and maintain proceedings authorized at law or in equity to obtain the specific performance by the City of its obligations under the Continuing Disclosure Agrecment. Any in~vidual Holder or beneficial owner may institute and maintain those proceedings to require the City to provide a pertinent filing if the filing is due and has not been made. Any proceedings to require the City to perform any other obligation under the Continuing Disclosure Agreement (including troy proceedings that contest the sufficiency of any pertinent filing) may be instituted and maintained only (A) by a tmstco appointed by the Holders and beneficial owners of not less than 25% in principal amount of the Bonds then outstanding or (B) by Holders and beneficial owners of not less than 10% in principal amount of the Bonds then outstanding, in accordance with Section 13325(B)(4)(b) or (C)(1), Revised Code, as applicable (or any like or comparable successor provisluns).