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(d) The City will cause its books and records to be audited at least annually and will furnish copies of such audit reports to any interested person upon request. Section 5. Authentication of Transcript. 5.01. The officers of the City are hereby authorized and directed to prepare and furnish to the County and to the attorneys approving the Amended Note, certified copies of proceedings and records of the City relating to the Amended Note and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Amended Note and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. 5.02. It is determined that no comprehensive official statement or offering material has been prepared or circulated by the City in connection with the sale of the Amended Note and that the City has provided or will provide to the County any information regarding the City and the Amended Note requested by the County. Section 6. No Requirement of Continuing Disclosure. The continuing disclosure requirements of Rule 15c2 -12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 do not apply to the Amended Note, because the Amended Note is offered in authorized denominations of $100,000 or more, and the Amended Note will be sold to a single purchaser which the City reasonably believes (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the Amended Note , and (ii) is not purchasing for more than one account or with a view to distributing the Amended Note. Consequently, the City will not enter into any undertaking to provide continuing disclosure of any kind with respect to the Amended Note. Section 7. Defeasance. When the Amended Note and all interest thereon, have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Amended Note will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Amended Note will remain in full force and effect. The City may discharge all Amended Notes which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Amended Note should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. Section 8. Refunding of County Bond. Upon any refunding of the County Bonds, the City will issue a replacement Amended Note with a payment schedule adjusted to reflect the debt service due and payable on the bonds issued to refund the County Bonds. Section 9. First Amendment Approved. City officials are authorized and directed to execute a First Amendment to the Joint Powers Agreement in substantially the form on file in City Hall, subject to modifications that are approved by the Mayor and City Administrator; provided that execution of the First Amendment will be conclusive evidence of their approval. 383077v3 SJB LN140 -103 7 • • •