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City paid or will have paid more than 60 days prior to the issuance of the Bonds unless, with <br />respect to such prior expenditures, the City shall have made a declaration of official intent which <br />complies with the provisions of Section 1.150 -2 of the Regulations; provided that this <br />certification shall not apply (i) with respect to certain de minimis expenditures, if any, with <br />respect to the Improvements meeting the requirements of Section 1.150- 2(f)(1) of the <br />Regulations, or (ii) with respect to "preliminary expenditures" for the Improvements as defined <br />in Section 1.150- 2(f)(2) of the Regulations, including engineering or architectural expenses and <br />similar preparatory expenses, which in the aggregate do not exceed 20% of the "issue price" of <br />the Bonds. <br />Section 7. Continuing. Disclosure. (a) Purpose and Beneficiaries. To provide for the <br />public availability of certain information relating to the Bonds and the security therefor and to <br />permit the Purchaser and other participating underwriters in the primary offering of the Bonds to <br />comply with amendments to Rule 15c2 -12 promulgated by the SEC under the Securities <br />Exchange Act of 1934 (17 C.F.R. § 240.15c2 -12), relating to continuing disclosure (as in effect <br />and interpreted from time to time, the Rule), which will enhance the marketability of the Bonds, <br />the City hereby makes the following covenants and agreements for the benefit of the Owners (as <br />hereinafter defined) from time to time of the Outstanding Bonds. The City is the only obligated <br />person in respect of the Bonds within the meaning of the Rule for purposes of identifying the <br />entities in respect of which continuing disclosure must be made. If the City fails to comply with <br />any provisions of this section, any person aggrieved thereby, including the Owners of any <br />Outstanding Bonds, may take whatever action at law or in equity may appear necessary or <br />appropriate to enforce performance and observance of any agreement or covenant contained in <br />this section, including an action for a writ of mandamus or specific performance. Direct, <br />indirect, consequential and punitive damages shall not be recoverable for any default hereunder <br />to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no <br />event shall a default under this section constitute a default under the Bonds or under any other <br />provision of this resolution. As used in this section, Owner or Bondowner means, in respect of a <br />Bond, the registered owner or owners thereof appearing in the bond register maintained by the <br />Registrar or any Beneficial Owner (as hereinafter defined) thereof, if such Beneficial Owner <br />provides to the Registrar evidence of such beneficial ownership in form and substance <br />reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in respect of a <br />Bond, any person or entity which (i) has the power, directly or indirectly, to vote or consent with <br />respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds <br />through nominees, depositories or other intermediaries), or (ii) is treated as the owner of the <br />Bond for federal income tax purposes. <br />(b) Information To Be Disclosed. The City will provide, in the manner set forth in <br />subsection (c) hereof, either directly or indirectly through an agent designated by the City, the <br />following information at the following times: <br />(1) on or before 12 months after the end of each fiscal year of the City, commencing with <br />the fiscal year ending December 31, 2015, the following financial information and <br />operating data in respect of the City (the Disclosure Information): <br />(A) the audited financial statements of the City for such fiscal year, prepared in <br />accordance with generally accepted accounting principles in accordance with <br />13 <br />