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requirements of the Securities Exchange Act of 1934, as amended, or any statutes <br />or laws successory thereto or amendatory thereof <br />(2) This section (and the form and requirements of the Disclosure Information) may <br />be amended or supplemented by the City from time to time, without notice to <br />(except as provided in paragraph (c)(3) hereof) or the consent of the Owners of <br />any Bonds, by a resolution of this Council filed in the office of the recording <br />officer of the City accompanied by an opinion of Bond Counsel, who may rely on <br />certificates of the City and others and the opinion may be subject to customary <br />qualifications, to the effect that: (i) such amendment or supplement (a) is made in <br />connection with a change in circumstances that arises from a change in law or <br />regulation or a change in the identity, nature or status of the City or the type of <br />operations conducted by the City, or (b) is required by, or better complies with, <br />the provisions of paragraph (b)(5) of the Rule; (ii) this section as so amended or <br />supplemented would have complied with the requirements of paragraph (b)(5) of <br />the Rule at the time of the primary offering of the Bonds, giving effect to any <br />change in circumstances applicable under clause (i)(a) and assuming that the Rule <br />as in effect and interpreted at the time of the amendment or supplement was in <br />effect at the time of the primary offering; and (iii) such amendment or supplement <br />does not materially impair the interests of the Bondowners under the Rule. <br />If the Disclosure Information is so amended, the City agrees to provide, <br />contemporaneously with the effectiveness of such amendment, an explanation of <br />the reasons for the amendment and the effect, if any, of the change in the type of <br />financial information or operating data being provided hereunder. <br />(3) This section is entered into to comply with the continuing disclosure provisions of <br />the Rule and should be construed so as to satisfy the requirements of paragraph <br />(b)(5) of the Rule. <br />SECTION 8. CERTIFICATION OF PROCEEDINGS. <br />8.01. Registration. The City Manager is hereby authorized and directed to file a certified <br />copy of this resolution with the County Auditors of Hennepin and Ramsey Counties, together <br />with such additional information as is required, and to obtain a certificate that the Bonds and the <br />taxes levied pursuant hereto have been duly entered upon the County Auditors' Bond respective <br />registers. <br />8.02. Certification of Proceedings. The officers of the City and the County Auditors of <br />Hennepin and Ramsey Counties are hereby authorized and directed to prepare and furnish to the <br />Purchaser, and to Dorsey & Whitney LLP, Bond Counsel, certified copies of all proceedings and <br />records of the City, and such other affidavits, certificates and information as may be required to <br />show the facts relating to the legality and marketability of the Bonds as the same appear from the <br />books and records under their custody and control or as otherwise known to them, and all such <br />certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed <br />representations of the City as to the facts recited therein. <br />16 <br />4813-3012-0929\4 <br />