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<br />financial information and operating data, audited financial statements and notices, in such
<br />manner, as may be required for purposes of paragraph (b)(5)(i) of the Rule. The City further
<br />agrees, in particular, to 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, 1996, not later than the 270th day
<br />following the end of the fiscal year, 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
<br />to provide the Annual Information within the time specified above, and (C) any
<br />change in the accounting principles applied in the preparation of its annual
<br />financial statements, any change in its fiscal year, its failure to appropriate funds
<br />to meet costs to be incurred to perform the Continuing Disclosure Agreement,
<br />and of the termination of the Continuing Disclosure Agreement.
<br />In order to further describe and specify certain terms of the City's Continuing Disclosure
<br />Agreement made for purposes of the Rule in and pursuant to this ordina.nce and to be formed,
<br />collectively, by this subsection (c) and the Continuing Disclosure Certificate, the Mayor and the
<br />Director of Finance are authorized and directed to complete, sign and deliver the Continuing
<br />Disclosure Certificate, in the name and on behalf of the City, to specify in reasonable detail the
<br />Annual Information to be provided (which may be provided by specific reference to other
<br />documents previously filed and available in accordance with the Rule), whether the City has
<br />obtained any credit enhancement or provider for the Bonds and the Ciry's expectations as to
<br />whether audited financial statements will be prepared, the accounting principles to be applied
<br />in their preparation, and whether they will be available together with, or separately from,
<br />Annual Information.
<br />The Mayor and the Director of Finance are further authorized and directed to
<br />establish procedures in order to ensure compliance by the City with its Continuing Disclosure
<br />Agreement, including timely provision of information and notices as described above. Prior to
<br />making any filing in accordance with clause (ii) above or providing notice of the occurrence of
<br />any other events, the Mayor and the Director of Finance shall consult with and obtain legal
<br />advice from, as appropriate, the Director of Law and bond or other qualified independent special
<br />counsel selected by the City. The Mayor and the Director of Finance, acting in the name and
<br />on behalf of the City, shall be entitled to rely upon any such legal advice in determining whether
<br />a filing should be made.
<br />The City reserves the right to amend its Continuing Disclosure Agreement, and
<br />to obtain the waiver of noncompliance with any provision of the Continuing Disclosure
<br />Agreement, as may be necessary or appropriate to achieve its compliance with any applicable
<br />federal securities law or rule, to cure any ambiguity, inconsistency or formal defect or omission,
<br />and to address any change in circumstances arismg from a change in legal requirements, change
<br />in law, or change in the identity, nature, or status of the City, or type of business conducted by
<br />the City. Any such amendment or waiver will not be effective unless the Continuing Disclosure
<br />Agreement (as amended or taking into account such waiver) would have complied with the
<br />requirements of the Rule at the time of the primary offering of the Bonds, after taking into
<br />account any applicable amendments to or official interpretations of the Rule, as well as any
<br />change in circumstances, and until the City shall have received: either (i) a written opinion of
<br />bond or other qualified independent special counsel selected by the Ciry that the amendment or
<br />waiver would not materially impair the interests of holders or beneficial owners of the Bonds
<br />or (ii) the written consent to the amendment or waiver of the holders of at least a majority of
<br />- 16-
<br />D03:[00523.DOCS.NOR05228]BONDORDINANCE STREETS $7 840.
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