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engineering or architectural expenses and similar preparatory expenses, which in the aggregate do <br />not exceed 20% of the "issue price" of the Bonds. <br />8.06. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public <br />availability of certain information relating to the Bonds and the security therefor and to permit the <br />Purchaser and other participating underwriters in the primary offering of the Bonds to comply with <br />amendments to Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 <br />(17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time <br />to time, the Rule), which will enhance the marketability of the Bonds, the City hereby makes the <br />following covenants and agreements for the benefit of the Owners (as hereinafter defined) from <br />time to time of the Outstanding Bonds. The City is the only obligated person in respect of the <br />Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which <br />continuing disclosure must be made. If the City fails to comply with any provisions of this section, <br />any person aggrieved thereby, including the Owners of any Outstanding Bonds, may take whatever <br />action at law or in equity may appear necessary or appropriate to enforce performance and <br />observance of any agreement or covenant contained in this section, including an action for a writ <br />of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall <br />not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding <br />anything to the contrary contained herein, in no event shall a default under this section constitute <br />a default under the Bonds or under any other provision of this resolution. As used in this section, <br />Owner or Bondowner means, in respect of a Bond, the registered owner or owners thereof <br />appearing in the bond register maintained by the Registrar or any Beneficial Owner (as hereinafter <br />defined) thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial <br />ownership in form and substance reasonably satisfactory to the Registrar. As used herein, <br />Beneficial Owner means, in respect of a Bond, any person or entity which (i) has the power, <br />directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond <br />(including persons or entities holding Bonds through nominees, depositories or other <br />intermediaries), or (ii) is treated as the owner of the Bond for federal income tax purposes. <br />(b) Information To Be Disclosed. The City will provide, in the manner set forth in subsection (c) <br />hereof, either directly or indirectly through an agent designated by the City, the following <br />information at the following times: <br />(1) on or before twelve (12) months after the end of each fiscal year of the City, <br />commencing with the fiscal year ending December 31, 2019, the following <br />financial information and operating data in respect of the City (the "Disclosure <br />Information"): <br />(A) the audited financial statements of the City for such fiscal year, prepared in <br />accordance with the governmental accounting standards promulgated by the <br />Governmental Accounting Standards Board or as otherwise provided under <br />Minnesota law, as in effect from time to time, or, if and to the extent such <br />financial statements have not been prepared in accordance with such <br />generally accepted accounting principles for reasons beyond the reasonable <br />control of the City, noting the discrepancies therefrom and the effect <br />thereof, and certified as to accuracy and completeness in all material <br />respects by the fiscal officer of the City; and <br />4852-6958-9943\5 <br />11 <br />