09-23-24 City Council Agenda Packet

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(d) The Recipient agrees to provide such information as may be reasonably requested by any rating agency in connection with rating the Bonds of the Authority. Section 5.2 Continuing Disclosure. If the Authority, in its sole discretion, determines, at any time prior to payment of the Loan in full, (i) that the Recipient is a material "obligated person," as the term "obligated person" is defined in Rule 15c2-12 promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended or supplemented, including any successor regulation or statute thereto ("Rule 15c2-12") or (ii) that an event has occurred with respect to the Recipient or the Loan that must be disclosed under Rule 15c2A any other action of the Recipient has occurred which the Authority determines in its sois material to an investor in the Bonds, the Recipient covenants that it will authorize and pAuthority, for inclusion in a Disclosure Document, all statements and information relating tt deemed material by the Authority for the purpose of satisfying Rule 15c2-12 as well as Igated pursuant to the Securities Exchange Act of 1934, as amended or supple ,including a cessor regulation or statute thereto ("Rule 10b-5"), including certificates ritten representa of the Recipient evidencing satisfaction of the requirements of Rule -12 and Rule 10b-5. The ity, in its sole discretion and as set forth in a resolution or official st t of the Authority, will Bete materiality under each of clause (i) and clause (iii) pursuant to crite established from time to time. a Recipient further covenants that, if determined to be such a material obligated person, it will execute and deliver a continuing disclosure agreement, in t as the Authority determines to be necessary, desirable or convenient, in its sole discretion, f se of meeting the requirements of Rule 15c2-12. Pursuant to the terms and provisions a rig disclosure agreement, the Recipient will thereafter provide ongoing disclosure wit pect ual and et information and financial statements relating to the Recipient require a Conti ure undertaking under Rule 15c-12. The Recipient further agreelfflIft-the Authoritywill h e rig sclose any information about the Recipient or the Loan, whether or not received from a Recipient, determined by the Authority in its sole discretion, to b,%ial with respect to any of its Bonds. ARTICLE 6—SYSTEM REPLACEMENT FUND This article is intentionally left blank. A4 ARTICLE 7 - FINANCIAL RECORDS, AUDITS, REPORTS AND INSPECTIONS Section 7.1 Financial Recseepingr all expenditures made pursuant to this Agreement, the Recipient must keep financial accounts and records in accordance with generally accepted accounting principles ' rig invoices, contracts, receipts, vouchers and other documents sufficient to evidence in proper det nature propriety of the expenditures and any investments made with proceeds of the Loan or roceeds" of the Note or the tax-exempt Bonds of the Authority. Such accounts and recor be accessible and available for a minimum of six years from the date of initiation of operation f the Project and for so long as the Note is outstanding for examination by authorized representatives of the Authority, the Office of the Legislative Auditor, the Office of the State Auditor and the EPA Office of Inspector General. Section 7.2 Annual Financial Reports. (a) The Recipient must annually provide to the Authority for the term of the Loan a copy of an independent audit of its financial statements. All audit reports must be submitted within 30 days after the completion of the audit but no later than one year after the end of the fiscal year to be audited. The audits must be conducted in accordance with generally accepted Lino Lakes DWRF 01 Page 9 of 12 A-10