2015-36 PROVIDING FOR THE ISSUANCE OF GENERAL OBLIGATION BONDS

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authority for the issuance of the Bonds, the adoption of the Bond Ordinance or the execution and the delivery of this Agreement; (g) the City is not in breach of or in default under any existing law, court or administrative regulation, decree or order, ordinance, resolution, agreement, indenture, mortgage, lease, sublease or other instrument to which the City is a party or by which the City or its property is or may be bound, and no event has occurred or is continuing that, with the passage of time or the giving of notice, or both, would constitute a default or an event of default thereunder, in either case, in any manner or to any extent that could have a material adverse effect on the financial condition of the City, the operations of the City or the transactions contemplated by this Agreement and the Official Statement, or have an adverse effect on the validity or enforceability in accordance with the respective terms of the Bonds or the Bond Ordinance or in any way adversely affect the existence or powers of the City or the excludability from gross income for federal income tax purposes of interest on the Bonds; (h) the City's audited general purpose financial statements as of and for the fiscal year ended December 31, 2014, are a fair presentation of the financial position of the City as of the date indicated and the results of its operations and changes in its fund balances for the periods specified. Since December 31, 2014, there has been no material adverse change in the condition, financial or otherwise, of the City from that set forth in the audited financial statements as of and for the period ended that date, except as disclosed in the Official Statement; and the City has not since December 31, 2014, incurred any material liabilities, directly or indirectly, except in the ordinary course of its operations or as disclosed in the Official Statement; (i) the City will not take or omit to take any action that will in any way cause the proceeds from the sale of the Bonds to be applied or results in such proceeds being applied in a manner other than as provided in the Bond Ordinance; 0) each representation, warranty or agreement stated in any certificate signed by any officer of the City and delivered to the Underwriter in connection with the transactions contemplated by the Bond Ordinance and this Agreement, at or before the Closing, shall constitute a representation, warranty or agreement by the City upon which the Underwriter shall be entitled to rely; and (k) if between the date of this Agreement and 25 days following the "end of the underwriting period" (as defined in Rule 15c2-12) any event shall occur which, in the City's opinion, might or would cause the Official Statement to contain any untrue statement of a material fact or to omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriter, and if, in the opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will supplement or amend the Official Statement in a form and in a manner approved by the Underwriter; any approval by the Underwriter of such supplement or amendment to the Official Statement prior to the -3-