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<br />delinquencies; (ii) non-payment related defaults; (Hi) unscheduled draws on debt service reserves reflecting fmancial
<br />difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties; (v) substitution of credit
<br />or liquidity providers, or their failure to perform; (vi) adverse tax opinions or events affecting the tax-exempt status
<br />of the Bonds; (vii) modifications to rights of holders of the Bonds; (viii) calls; (ix) defeasances; (x) release,
<br />substitution, or sale of properly securing repayment of the Bonds; and (xi) rating changes.
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<br />The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by
<br />the City to provide financial information or operating data in accordance with this Section by the time required by
<br />this Section.
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<br />(c) Limitations. Disclaimers. and Amendments. The City shall be obligated to observe and perform the
<br />covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person"
<br />with respect to the Bonds within the meaning of SEC Rule 15c2-l2 (the "Rule"), except that the City in any event
<br />will give notice of any deposit made in accordance with Section 17 above that causes the Bonds no longer to be
<br />outstanding and any call of Bonds made in connection therewith.
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<br />The provisions of this Section are for the sole benefit of the Owners and beneficial owners of the Bonds,
<br />and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or
<br />claim hereunder to any other person. The City undertakes to provide only the financial information, operating data,
<br />fmancial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not
<br />hereby undertake to provide any other information that may be relevant or material to a complete presentation of the
<br />City's fmancial results, condition, or prospects or hereby undertake to update any information provided in
<br />accordance with this Section or otherwise, except as expressly provided herein. The City does not make any
<br />representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at
<br />any future date.
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<br />UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE OWNER OR BENEFICIAL
<br />OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES
<br />RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR
<br />WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY
<br />RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF
<br />ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
<br />PERFORMANCE.
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<br />No default by the City in observing or performing its obligations under this Section shall comprise a breach
<br />of or default under this Ordinance for purposes of any other provisions of this Ordinance.
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<br />Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City
<br />under federal and state securities laws.
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<br />The provisions of this Section may be amended, supplemented, or repealed by the City from time to time
<br />under the following circumstances, but not otherwise: (1) to adapt to changed circumstances that arise from a change
<br />in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, if
<br />the provisions of this Section, as so supplemented or amended, would have permitted an underwriter to purchase or
<br />sell Bonds in the present offering in compliance with the Rule and either the Owners of a majority in aggregate
<br />principal amount of the outstanding Bonds consent to such amendment, supplement, or repeal, or any State agency
<br />or official determines that such amendment, supplement, or repeal will not materially impair the interests of the
<br />beneficial owners of the Bonds, (2) upon repeal of the applicable provisions of the Rule, or any judgment by a court
<br />of final jurisdiction that such provisions are invalid, or (3) in any other circumstance or manner permitted by the
<br />Rule.
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<br />Section 17. FURTHER PROCEDURES. The Mayor, the City Secretary, the City Manager, the Finance
<br />Director, the City's Financial Advisor, and all other officers, employees, attorneys, and agents of the City, and each
<br />of them, shall be and they are hereby expressly authorized, empowered, and directed from time to time and at any
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