AgdaPkt 2017-01-23 Closed and Joint

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-46- materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by Moody’s and/or S&P, if in the judgment of Moody’s and/or S&P, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price for the Bonds. CONTINUING DISCLOSURE The City has covenanted for the benefit of Bond Owners and beneficial owners of the Bonds to provide certain financial information and operating data relating to the Enterprise by not later than nine months following the end of the City’s fiscal year (currently ending June 30) (the “Annual Report”), commencing with the report for the fiscal year ended June 30, 2015, and to provide notices of the occurrence of certain enumerated events. The Annual Report and the notices of material events will be filed by the City with the Municipal Securities Rulemaking Board (the “MSRB”) through the Electronic Municipal Access (EMMA) System. The specific nature of the information to be contained in the Annual Report or the notices of material events is summarized below under the caption APPENDIX D—FORM OF CONTINUING DISCLOSURE CERTIFICATE. These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). The City has not failed to comply in all material respects with any undertaking under the Rule in the past five years, except as follows: (i) with respect to three issues of water revenue bonds, the City sent its annual reports and financial information for its 2010 filing to its dissemination agent, but the dissemination agent failed to file the report and financial information with EMMA; (ii) with respect to water revenue bonds issued in 2006 and 2007, the City’s dissemination agent omitted from its fiscal year 2014 filing the City’s operating data reports; (iii) the City’s required financial information was filed late for the Redwood Shore Community Facilities District No. 99-1 Special Tax Refunding Bonds, Series 2012B (although it was filed timely for all other City bond issues); and (iv) various notices of rating changes for several City bond issues, constituting material events, were not timely filed. All required filings have now been made and the City is presently current with all of its continuing disclosure undertakings due during the past five years. [TO BE CONFIRMED] TAX MATTERS General In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, provided, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings. The opinions set forth in the preceding paragraph are subject to the condition that the Authority and the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Tax Code") that must be satisfied subsequent to the issuance of the Bonds. The Authority and the City have covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. 8.C. - Page 71