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above, to the extent required by the SEC Rule. The filings required <br />by (A) and (B) need not be made with the NRMSIRs, SID, or MSRB <br />to the extent that filing with the EMMA System is sufficient under <br />the SEC Rute. <br />(2) Continuing Disclosure Certificate. To further describe and specify certain <br />terms of the Continuing Disclosure Agreement, this Council authorizes and <br />directs the Director of Finance to (A) complete, sign, and deliver the <br />Continuing Disclosure Certificate, in the name and on behalf of the City, and <br />(B) to specify in reasonable detail the Annual Information to be provided <br />(which may be provided by specific reference to other documents previously <br />filed and available in accordance with the SEC Rule), and the City's <br />expectations as to whether audited financial statements will be prepared, the <br />accounting principles to be applied in their preparation, and whether they <br />will be available together with, or separately from, the Annual Information. <br />(3) Disclosure Procedures. This Council further authorizes and directs the <br />Director of Finance to establish procedures to ensure compliance by the City <br />with the Continuing Disclosure Agreement, including timely provision of <br />information and notices as described above. Before making any filing in <br />accordance with (b)(2) above or providing notice of the occurrence. of any <br />other events, the Director of Finance may consult with and obtain legal <br />advice from bond counsel or other qualified independent special counsel <br />selected by the City. The Director of Finance, acting in the name and on <br />behalf of the City, may rely upon that legal advice in determining whether a <br />filing should be made. <br />(4) Amendments. The City reserves the right to amend the Continuing <br />Disclosure Agreement, and to obtain tl~ie waiver of noncompliance with any <br />provision of the Continuing Disclosure Agreement, as may be necessary or <br />appropriate to achieve its compliance with any applicable federal securities <br />law or rule, to cure any ambiguity, inconsistency, formal defect, or omission, <br />and to address any change in circumstances arising from a change in legal <br />requirements, change in law, or change in the identity, nature, or status of the <br />City, or type of business conducted by the City. Any amendment or waiver <br />will not be effective unless the Continuing Disclosure Agreement (as <br />amended or taking into account that waiver) would have complied with the <br />requirements of the SEC Rule at the time of the primary offering of the <br />Notes, after taking into account any applicable amendments to or official <br />interpretations of the SEC Rule, as well as any change in circumstances, and <br />until the City has received either (A) a written opinion of bond counsel or <br />other qualified independent special counsel selected by the City that the <br />amendment or waiver would not materially impair the interests of Holders or <br />beneficial owners of book-entry interests in the Notes, or (B) the written <br />consent to the amendment or waiver by the Holders of at least a majority of <br />the principal amount of the Notes then outstanding. Annual Information <br />containing any revised operating data or financial info_m?ation must expl_avn, <br />-6- <br />