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12/03/2012 Description of Principal Bond -Related Documents Fiscal Aqent Aqreement: This is the contract with the owners of the bonds. It specifies the terms and relevant features of the bonds (e.g., principal maturities, interest rates, redemption provisions, how payments are made, etc.); it establishes the funds and accounts to be maintained by the City and the fiscal agent; it establishes the pledge to repay the bonds and limits the security for the payment of interest on and principal of the bonds, it establishes certain covenants of the City (e.g., to pay interest and principal timely, to keep proper books and records, to comply with all local, state and federal laws relating to the bonds, to provide continuing disclosure related to the bonds, etc.); it specifies how monies are to be invested and how interest earnings are to be applied; it establishes to duties of the fiscal agent; it specifies the conditions under which amendments to the fiscal agent agreement may be made; and it addresses other miscellaneous matters necessary for the sale of bonds and the administration of the bonds. Escrow Aweernent: The Escrow Agreement specifies the Escrow Agent's duties with respect to the redemption of the prior bonds. The basic duties include accepting and maintaining the funds necessary to redeem the prior bonds, issuing the bond call notice and redeeming the prior bonds on March 1, 2013. Bond Purchase Aqreement: This is the agreement to purchase the bonds between the City and the underwriter specifying the interest rates and reoffering yields on the bonds and the price the underwriter will pay to the City for the purchase of the bonds. It is a firm commitment to buy the bonds, but because there is a time interval of two weeks between the execution of the contract and the closing (the delivery of bonds and the payment of money), it also specifies various conditions on which the offer to purchase the bonds is contingent. These conditions include various legal opinions from the City Attorney, bond counsel, and disclosure counsel, various certificates to be delivered by City officials, various documents to be executed by parties to the financing, various actions to have been taken by the City and other conditions designed to assure the underwriter that all actions necessary to the lawful delivery of the bonds have been taken and that all disclosure is complete, not misleading and true. Continuing Disclosure Certificate: The official statement provides comprehensive disclosure to investors at the time bonds are initially sold. In the interest of requiring more up-to-date information to be provided to investors, the SEC also requires bond underwriters, before the underwriters can agree to underwrite a bond transaction, to secure written undertakings from the issuer and other "obligated persons" to provide continuing disclosure of certain enumerated events and key credit information. The continuing disclosure certificate requires the City to annually collect and disseminate to the SEC via an on-line, electronic filing system, known as the Electronic Municipal Market Access system, or "EMMA" (http:llemma.msrb.orgl , maintained by the Municipal Securities Rulemaking Board (MSRB), information regarding bonds outstanding and fund balances, assessed valuation of parcels securing the bonds, Page 1 of 2 RFSO. # 15237 MUFF # 505