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required for purposes of pazagraph (b)(5)(i) of the Rule. The City further agrees, in particular, to
<br />provide or cause to be provided:
<br />(i) to each NRMSIR and to the SID, (A) Annual Information for each City
<br />fiscal year ending on or after December 31, 2000, not later than the 270th day
<br />following the end of the fiscal yeaz, and (B) when and if available, audited City
<br />financial statements for each such fiscal year; and
<br />(ii) to each NRMSIR or to the MSRB, and to the SID, in a timely manner,
<br />notice of (A) any Specified Event if that Event is material, (B) the City's failure to
<br />provide the Annual Information within the time specified above, and (C) any change
<br />in the accounting principles applied in the preparation of its annual financial
<br />statements, any change in its fiscal yeaz, its failure to appropriate funds to meet costs
<br />to be incurred to perform the Continuing Disclosure Agreement, and of the
<br />ternunation of the Continuing Disclosure Agreement.
<br />In order to further describe and specify certain terms of the City's Continuing Disclosure Agreement
<br />made for purposes of the Rule in and pursuant to this ordinance and to be formed, collectively, by this
<br />subsection (c) and the Continuing Disclosure Certificate, the Mayor and the Director of Finance are
<br />authorized and directed to complete, sign and deliver the Continuing Disclosure Certificate, in the
<br />name and on behalf of the City, to specify in reasonable detail the Annual Information to be provided
<br />(which may be provided by specific reference to other documents previously filed and available in
<br />accordance with the Rule), whether the City has obtained any credit enhancement or provider for the
<br />Bonds and the City's expectations as to whether audited financial statements will be prepazed, the
<br />accounting principles to be applied in their preparation, and whether they will be available together
<br />with, or separately from, Annual Information.
<br />The Mayor and the Director of Finance are further authorized and directed to establish
<br />procedures in order to ensure compliance by the City with its Continuing Disclosure Agreement,
<br />including timely provision of information and notices as described above. Prior to making any filing
<br />in accordance with clause (ii) above or providing notice of the occurrence of any other events, the
<br />Mayor and the Director of Finance sha11 consult with and obtain legal advice from, as appropriate, the
<br />Director of Law and bond or other qualified independent special counsel selected by the City. The
<br />Mayor and the Director of Finance, acting in the name and on behalf of the City, shall be entitled to
<br />rely upon any such legal advice in determming whether a filing should be made.
<br />The City reserves the right to amend its Continuing Disclosure Agreement, and to
<br />obtain the waiver of noncompliance with any provision of the Continuing Disclosure Agreement, as
<br />may be necessary or appropnate to achieve rts compliance with any applicable federal securities law
<br />or rule, to cure any ambigurty, inconsistency or formal defect or omission, and to address any change
<br />in circumstances arising from a change in legal requirements, change in law, or change in the identity,
<br />nature, or status of the City, or type of business conducted by the City. Any such amendment or
<br />waiver will not be effective unless the Continuing Disclosure Agreement (as amended or taking into
<br />account such waiver) would have complied with the requirements of the Rule at the time of the
<br />primary offering of the Bonds, after taking into account any applicable amendments to or official
<br />interpretations of the Rule, as well as any change in circumstances, and until the City shall have
<br />received: either (i) a written opinion of bond or other qualified independent special counsel selected
<br />by the City that the amendment or waiver would not materially impair the interests of holders or
<br />beneficial owners of the Bonds or (ii) the written consent to the amendment or waiver of the holders
<br />of at least a majority of the principal amount of the Bonds then outstanding. Annual Information
<br />containing any revised operating data or financial information shall explain, in narrative form, the
<br />reasons for any such amendment or waiver and the impact of the change on the iype of operating data
<br />or financial information being provided.
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