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Attac7.B. - Page 19 <br /> Description of Principal Bond-Related Documents <br /> Fiscal Agent Agreement: This is the contract with a fiscal agent for the benefit of the <br /> owners of the refunding bonds. It specifies the terms and relevant features of the bonds <br /> (e.g., principal maturities, interest rates, redemption provisions, how payments are <br /> made, etc.); it establishes the funds and accounts to be maintained by the City and the <br /> fiscal agent; it establishes the pledge of special taxes to repay the refunding bonds and <br /> limits the security for the payment of interest on and principal of the refunding bonds, it <br /> establishes certain covenants of the City (e.g., to pay interest and principal timely, to <br /> keep proper books and records, to comply with all local, state and federal laws relating <br /> to the bonds, to foreclose in certain limited circumstance on parcels with delinquent <br /> special taxes, to provide continuing disclosure related to the refunding bonds, etc.); it <br /> specifies how monies are to be invested and how interest earnings are to be applied; it <br /> establishes to duties of the fiscal agent; it specifies the conditions under which <br /> amendments to the fiscal agent agreement may be made; and it addresses other <br /> miscellaneous matters necessary for the sale of refunding bonds and the administration <br /> of the refunding bonds. <br /> Escrow Agreement: The Escrow Agreement specifies the Escrow Agent's duties <br /> with respect to the redemption of the outstanding 2011 bonds. The basic duties include <br /> accepting and maintaining the funds necessary to redeem the prior bonds, issuing the <br /> bond call notice and redeeming the prior bonds on September 1, 2016. <br /> Bond Purchase Agreement: This is the contract between the City and the underwriter <br /> specifying the interest rates and reoffering yields on the refunding bonds and the price <br /> the underwriter will pay to the City for the purchase of the refunding bonds. It is a firm <br /> commitment to buy the refunding bonds, but because there is a time interval of 2 weeks <br /> between the execution of the contract and the closing (the delivery of bonds and the <br /> payment of money), it also specifies various conditions on which the offer to purchase <br /> the refunding bonds is contingent. These conditions include the delivery of various legal <br /> opinions from the City Attorney, bond counsel, and disclosure counsel, various <br /> certificates of City officials, the fiscal agent and the escrow agent, and various <br /> documents to be executed by parties to the financing, various actions to have been <br /> taken by the City and other conditions designed to assure the underwriter that all <br /> actions necessary to the lawful delivery of the bonds have been taken and that all <br /> disclosure regarding the refunding bonds and the CFD is complete, true and correct and <br /> not misleading. <br /> Continuing Disclosure Agreement: The official statement provides comprehensive <br /> disclosure regarding the refunding bonds and the CFD to investors at the time bonds <br /> are sold to the underwriter. In the interest of requiring more up-to-date information to be <br /> provided to investors, the SEC also requires bond underwriters, before they can agree <br /> to underwrite a bond transaction, to secure written undertakings from the issuer and <br /> other "obligated persons" to provide continuing disclosure of certain enumerated <br /> C-1 <br />