Agmt15 Raymond James and Assoc. Port of RWC sale of refunding bonds

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a ' "Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934,as the same may be amended from time to time. Section 2. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Port for the benefit of the owners and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5). Section 3.Provision of Annual Reports. (a) Delivery of Annual Report. The Port shall, or shall cause the Dissemination Agent to, not later than nine months after the end of the Port's fiscal yeaz (which currently ends on June 30), commencing with the report for the 201415 Fiscal Year, which is due not later than March 31, 2016, file with EMMA, in a readable PDF or other electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as sepazate documents comprising a package and may cross-reference other information as provided in Section 4 of this Disclosure Certificate;provided that the audited financial statements of the Port may be submitted separately hom the balance of the Annual Report and later than the date requzred above for the filing of the Annual Report if they are not available by that date. (b) Change of Fiscal Year. If the Port's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c), and subsequent Annual Report filings shall be made no later than nine months after the end of such new fiscal year end. (c) Delivery of Annuai Repart to Dissemination Agent. Not later than fifteen (15) Business Days prior to the date specified in subsection(a)(or, if applicable, subsection(b))of this Section 3 for providing the Annual Report to EMMA, the Port shall provide the Annual Report to the Dissemination Agent (if other than the Port). If by such date, the Dissemination Agent has not received a copy of the Annual Report,the Dissemination Agent shall notify the Port. (d)Report of Non-Compliance. If the Port is the Dissemination Agent and is unable to file an Annual Report by the date required in subsection (a) (or,if applicable,subsection (b)) of this Section 3, the Port shall send a notice to EMMA substantially in the form attached hereto as Exhibit A.If the Port is not the Dissemination Agent and is unable to provide an Annual Report to the Dissemination Agent by the date required in subsection (c) of this Section 3, the Dissemination Agent shall send a notice to EMMA in substantially the form attached hereto as Exhibit A. (e) Annual Compliance Certification. The Dissemination Agent shall, if the Dissemination Agent is other than the Port, file a report with the Port certifying that the Annual Report has been filed with EMMA pursuant to Section 3 of this Disclosure Certificate, stating the date it was so provided and filed. Section 4.Content of Annual Reports.The Annual Report shall contain or incorporate by reference the following: (a) Financial Statements. Audited financial statements of the Port for the preceding fiscal year, prepared in accordance generally accepted accounting principles. If the Port's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a � format similar to the financial statements contained in the final Official Statement, and the -2-