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08-ordinance authorizing the issuance and sale of the City's Combination Tax & Revenue Certificates of Obligation
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08-ordinance authorizing the issuance and sale of the City's Combination Tax & Revenue Certificates of Obligation
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8/22/2012 3:52:50 PM
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3/5/2010 4:39:10 PM
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CITY CLERK
Doc Name
08
Doc Type
Agenda
CITY CLERK - Date
3/8/2010
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that the Issuer in any event will give the natice required by Subsection (b) hereof of any Bond calls <br />and defeasance that cause the Issuer to no longer be such an "obligated person". <br />(ii) The provisions of this Section are for the sole benefit of the registered owners and <br />beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any <br />benetit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer <br />undertakes to provide only the financial infozrnation, operating data, fmancial statements, and <br />notices which it has expressly agreed to provide pursuant to this Section and daes not hereby <br />undertake to provide any other information that may be relevant or material to a complete <br />presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update <br />any informatian provided in accordance with this Section or otherwise, except as expressly provided <br />herein. The Issuer does not make any representation ar warranty concerning such information or <br />its usefulness to a decision to invest in or sell Certificates at any future date. <br />(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE <br />REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER <br />PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART <br />FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON <br />ITS PART, OF ANY COVENANT SAECIFIED IN THIS SECTION, BUT EVERY RIGHT AND <br />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 <br />SPECIFIC AERFORMANCE. <br />(iv) No default by the Issuer in observing or perfornung its obligations under this Section <br />shall comprise a breach of or default under the Ordinance for purposes of any other provision of this <br />Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the <br />duties of the Issuer under federal and state securities laws. <br />(v) The provisions of this Section may be amended by the Issuer from time to time to adapt <br />to changed circumstances that arise from a change in legal requirements, a change in law, or a <br />change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions <br />of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates <br />in the primary offering of the Certificates in compliance with the Rule, taking into account any <br />amendments or interpretations of the Rule since such offering as well as such changed circumstances <br />and (2) eitner (a) the registered owners of a majority in aggregate principal amount (or any greater <br />amaunt required by any other provision of this Ordinance that authorizes such an amendment) of <br />the outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the <br />Issuer (such as nationally recognized bond counsel) determined that such amendment will not <br />materially impair the interest of the registered owners and beneficial owners of the Certiticates. If <br />the Issuer so amends the provisions of this Section, it shall include with any amended financial <br />information or operating data next provided in accordance with subsection (a) of this Section an <br />explanation, in narrative form, of the reason for the amendment and of the impact of any change in <br />the type of financial information or operating data so provided. The Issuer may alsa amend or repeal <br />the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable <br />21 <br />
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