Resolutions-2015-083

Tiffin / 436989- 13 / CDC Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance 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 negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Dated: July 29, 2015 CITY OF TIFFIN, IOWA By Mayor Attest: By Cityerk 6-