RES 02047 - Laserfiche WebLink

(c) the proposed amendment or waiver (i) is approved by holders of the Bonds in the manner provided in the Indenture for amendments to the Indenture with the consent of holders. or (ii) does not. in the opinion of nationally recognized bond counsel. materially impair the interests of holders. Section 9. Additional Infonnation. Nothing in this Disclosure Agreement shall be deemed to prevent the City from disseminating any other infonnation. using the means of dissemination set forth in this Disclosure Agreement or any other means of communication. or including any other infonnation in any Annual Report or notice of occurrence of a Listed Event. in addition to that which is required by this Disclosure Agreement. If the City chooses to include any infonnation in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement. the City shall have no obligation under this Continuing Disclosure Agreement to update such infonnation or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the City or Dissemination Agent to comply with any provision of this Disclosure Agreement any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate. including seeking mandate or specific perfonnance by court order. to 'cause the City or the Dissemination Agent to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture. and the sole remedy under this Disclosure Agreement in the event of any failure of the City or Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel perfonnance. Section 11. Duties. Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. and the City agrees to indemnify and save the Dissemination Agent. the Trustee and their officers. directors. employees and agents. hannless against any loss. expense and liabilities which it may incur arising out of or in the exercise or perfonnance of its powers and duties hereunder. including the costs and expenses (including attorneys fees) of defending against any claim of liability. but excluding liabilities due to the Dissemination Agent's or the Trustee's respective negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. The Dissemination Agent may conclusively rely upon the Annual Report provided to it by the City as constituting the Annual Report required of the City in accordance with this Disclosure Agreement and shall have no duty or obligation to review such Annual Report. The Dissemination Agent shall have no duty to prepare the Annual Report nor shall the Dissemination Agent be responsible for filing any Annual Report not provided to it by the City in a timely manner in a fonn suitable for filing with the Repositories. In accepting the appointment under this Agreement. the Dissemination Agent is not acting in a fiduciary capacity to the Holders or Beneficial Owners of the Bonds. the City. the Participating Underwriters or any other party or person. No provision of this Disclosure Agreement shall require thc Dissemination Agent to risk or advance or expend its own funds or incur any financial liability. The Dissemination Agent shall be entitled to compensation for its services as Dissemination Agent and reimbursement for its out-of-pocket expenses. attorney's fees. costs and advances made or 5