Confidential & Proprietary (FOIA Confidentiality Requested) 3 CDA Requirements Definition of NRMSIR: “National Repository” means, prior to the Effective Date, any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule, and thereafter the MSRB. Prior to the Effective Date, the list of National Repositories maintained by the United States Securities and Exchange Commission shall be conclusive for purposes of determining National Repositories. http://sec.gov/info/municipal/nrmsir.htm Nationally Recognized Municipal Securities Information Repositories (NRMSIRs) Until July 1, 2009Beginning July 1, 2009 Bloomberg Municipal Repository MSRB DPC Data Inc.http://emma.msrb.org/http://emma.msrb.org/ Interactive Data Pricing and Reference Data, Inc. Standard & Poor's Securities Evaluations, Inc. State Information Depositories (SIDs) Municipal Advisory Council of Texas Municipal Advisory Council of Michigan Ohio Municipal Advisory Council
Confidential & Proprietary (FOIA Confidentiality Requested) 4 Amendment Waiver Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such amendment or waiver does not materially impair the interests of Holders of the Bonds and would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule; provided neither the Issuer or the Disclosure Dissemination Agent shall be obligated to agree to any amendment modifying their respective duties or obligations without their consent thereto. Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by giving not less than 20 days written notice of the intent to do so together with a copy of the proposed amendment to the Issuer. No such amendment shall become effective if the Issuer shall, within 10 days following the giving of such notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such amendment.
Confidential & Proprietary (FOIA Confidentiality Requested) 5 Filing Requirements Identifying Information CUSIP number & maturity date and/or coupon rate issuer name, state issue description securities name dated date the name of any obligated person other than the issuer the name and date of the document and the contact information for the submitter. Format The MSRB proposed that submissions to the continuing disclosure service be made as portable document format (PDF) files configured to permit documents to be saved, viewed, printed and retransmitted by electronic means. If the submitted file is a reproduction of the original document, the submitted file must maintain the graphical and textual integrity of the original document. In addition, as of January 1, 2010, the MSRB would require that such PDF files must be word-searchable
Confidential & Proprietary (FOIA Confidentiality Requested) 6 Filing Requirements SIDs We are amending subparagraphs (A) through (D) of Rule 15c2-12(b)(5)(i), as proposed to be amended, to delete references to SIDs, in addition to references to each NRMSIR. Thus, Participating Underwriters no longer will need to reasonably determine that issuers or obligated persons have agreed in continuing disclosure agreements to provide continuing disclosure documents to the appropriate SID, if any. Five Year Look Back The term final official statement means a document or set of documents prepared by an issuer of municipal securities or its representatives that is complete as of the date delivered to the Participating Underwriter(s) and that sets forth information concerning the terms of the proposed issue of securities; information, including financial information or operating data, concerning such issuers of municipal securities and those other entities, enterprises, funds, accounts, and other persons material to an evaluation of the Offering; and a description of the undertakings to be provided pursuant to paragraph (b)(5)(i), paragraph (d)(2)(ii), and paragraph (d)(2)(iii) of this section, if applicable, and of any instances in the previous five years in which each person specified pursuant to paragraph (b)(5)(ii) of this section failed to comply, in all material respects, with any previous undertakings in a written contract or agreement specified in paragraph (b)(5)(i) of this section. Financial information or operating data may be set forth in the document or set of documents, or may be included by specific reference to documents available to the public on the Municipal Securities Rulemaking Board’s Internet Web site or filed with the Commission.
Confidential & Proprietary (FOIA Confidentiality Requested) 7 Document Access Current NRMSIR Access EMMA Access DAC Access / Certification of Completion
Confidential & Proprietary (FOIA Confidentiality Requested) 8 Computer-to-Computer Transition DAC / EMMA Gateway Designated Agent DAC Templates (Word Searchable & Titled) Review of filing format and data prior to transmission