36-09 Repeal Ord 21-09 - Laserfiche WebLink

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(B) to each NRMSIR or to the MSRB, and to the SID, in a timely manner, notice of (1) any Specified Event if that Specified Event is material, (2) the City's failure to provide the Annual Information within the time specified above, and (3) any change in the accounting principles applied in the preparation of its annual financial statements, any change in its fiscal year, its failure to appropriate funds to meet costs to be incurred to perform the Continuing Disclosure Agreement, and the termination of the Continuing Disclosure Agreement; and (C) if the filing is due after the effective date of the EMMA System, to EMMA, in a timely manner, the filings required by (A) and (B) above, to the extent required by the SEC Rule. The filings required by (A) and (B) need not be made with the NRMSIRs, SID, or MSRB to the extent that filing with the EMMA System is sufficient under the SEC Rule. (2) Continuing Disclosure Certificate. To further describe and specify certain terms of the Continuing Disclosure Agreement, this Council authorizes and directs the Director of Finance to (A) complete, sign, and deliver the Continuing Disclosure Certificate, in the name and on behalf of the City, and (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), and the City's expectations as to whether audited financial statements will be prepared; the accounting principles to be applied in their preparation, and whether they will be available together with, or separately from, the Annual Information. (3) Disclosure Procedures. This Council further authorizes and directs the Director of Finance to establish procedures to ensure compliance by the City with the Continuing Disclosure Agreement, including timely provision of information and notices as described above. Before making any filing in accordance with (b)(2) above or providing notice of the occurrence of any other events, the Director of Finance may consult with and obtain legal advice from bond counsel or other qualified 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. (4) Amendments. The City reserves the right to amend the Continuing Disclosure Agreement, and to obtain the waiver of noncompliance with any provision of the Continuing Disclosure Agreement, as may be necessary or appropriate to achieve its compliance with any applicable federal securities law or rule, to cure any ambiguity, inconsistency, formal defect, or omission, and to address any change in circumstances arising from a change in legal requirements, change in law, or change in the identity, nature, or status of the City, or type of business conducted by the City. Any amendment or waiver will not be effective unless the Continuing Disclosure Agreement (as amended or taking into account that waiver) would have complied with the requirements of the SEC Rule at the 6me of the primary offering of the Notes, after taking 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 received 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 Notes, or (B) the written consent to the amendment or waiver by the 6