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the initial offering price at which a substantial amount (at least 10%) of each maturity of the Bonds were sold to the public, (iv) in our opinion of the bidder, the initial offering prices did not exceed the fair market value of the maturities of the Bonds to the general public as of the date of award, and (v) that no Bonds of a single maturity were offered at one price to the general public and at a discount from that price to institutional or other investors. DTC, CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION AND OTHER FEES: The successful bidder shall be required to pay all fees required by The Depository Trust Company, New York, New York, the Municipal Securities Rulemaking Board (the "MSRB"), the California Debt and Investment Advisory Commission and any other simitar entity imposing a fee in connection with the issuance of the Bonds. COSTS OF ISSUANCE: The Authority will pay costs incurred in connection with the issuance of the Bonds from proceeds of the Bonds. The successful bidder will be required to pay certain other costs as set forth herein. See "TERMS OF SALE—CUSIP NUMBERS" and DTC, CALIFORNIA DEBT AND INVESTMENT ADVISORY COMMISSION AND OTHER FEES" above. OFFICIAL STATEMENT: The Authority and the City have caused to be prepared the Preliminary Official Statement in a form deemed final by the Authority and the City within the meaning of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, except for certain information which is permitted under said Rule 15c2-12 to be omitted from the Preliminary Official Statement. The Authority will� furnish to the successful bidder within seven (7) business days following the date of award, at no charge, not in excess of fifty (50) copies of the Official Statement for use in connection with any resale of the Bonds. By making a bid for the Bond's, the successful bidder agrees (i} to disseminate to all members of the underwriting syndicate copies of the final Official Statement, including any supplements prepared by the Authority, (ii) to promptly file a copy of the final Official Statement, including any supplements prepared by the Authority, with the MSRB, and (iii) to take any and all other actions necessary to comply with applicable SEC rules and MSRB rules governing the offering, sale and delivery of the Bonds to ultimate purchasers_ DISCLOSURE CERTIFICATE: The Authority and the City will deliver to the purchaser of the Bonds certificates of officials of the Authority and the City, dated the date of Bond delivery, stating that as of the date thereof, to the best of their knowledge and belief, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and further certifying that the signatory knows of no material adverse change in the condition of the City or the Authority which would make it unreasonable for the purchaser of the Bonds to rely upon the Official Statement in connection with the resale of the Bonds. DISCLOSURE COUNSEL NEGATIVE ASSURANCE LEITER: The purchaser shall receive a negative assurance letter, dated the date of the Closing addressed to the Authority and the purchaser, of Disclosure Counsel to the effect that based upon their participation in the preparation of the Official Statement as Disclosure Counsel to the Authority and without having undertaken to determine independently the accuracy or completeness of the contents in the Official Statement, such counsel has no reason to believe that the Official Statement, as of its date and as of the Closing Date (except for the financial statements and the other financial and statistical data included therein and the information included therein relating to The Depository -9-