2010.07.19 RESO 2010-0029 - Laserfiche WebLink

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promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter described: (a) Provide or cause to be provided to each nationally recognized municipal securities information repository ("NRMSIR") and to the appropriate state information depository ("SID"), if any, for the State of Minnesota, and to the Electronic Municipal Market Access system at www.emma.msrb.org ("EMMA"), in each case as designated by the Commission in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The City reserves the right to modify from time to time the terms of the Undertaking as provided therein. (b) Provide or cause to be provided, in a timely manner, (i) to each NRMSIR or to the Municipal Securities Rulemaking Board ("MSRB") and any SID, and (ii) thereafter to EMMA, notice of the occurrence of certain material events with respect to the Bonds in accordance with the Undertaking. (c) Provide or cause to be provided, in a timely manner, (i) through and including June 30, 2010 to each NRMSIR or to the MSRB and any SID, and (ii) thereafter to EMMA, notice of a failure by the City to provide the annual financial information with respect to the City described in the Undertaking. (d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be enforceable on behalf of such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. The Mayor and Clerk of the City, or any other officer of the City authorized to act in their place (the "Officers") are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the City Council subject to such modifications thereof or additions thereto as are (a) consistent with the requirements under the Rule, (b) required by the Purchaser of the Bonds, and (c) acceptable to the Officers. 25. Certificate of Registration. A certified copy of this resolution shall be filed in the office of the County Auditor of Washington County, Minnesota, together with such other information as the County Auditor shall require and the County Auditor shall issue a certificate that the Bonds have been entered in the County Auditor's Bond Register and that the tax levy required by law has been filed and levied. 26. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as 17 25820o9v1