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qA II <br />Continuino Disclosure Certificate <br />_ The SEC does not have the authority to regulate municipal bond issuers. It can, <br />however, regulate bond underwriters. The official statement provides comprehensive <br />disclosure to investors at the time bonds are initially sold. In the interest of requiring <br />more up -to -date information to be provided to investors, the SEC also requires bond <br />underwriters to provide continuing disclosure of material events and key credit <br />information on all bond issues that they underwrite. To comply with this requirement, <br />bond underwriters, as a condition to purchasing the bonds, require issuers to provide <br />this information to the public on an annual basis. The continuing disclosure certificate <br />requires the City to annually collect and disseminate to certain firms serving as national <br />repositories, information regarding bonds outstanding and debt service coverage, <br />assessed valuation of the ten largest taxpayers, historic assessed values and tax <br />revenues in the project area, audited financial statements of the Agency, and the <br />occurrence of certain significant events (all of which are listed listed) relating to the <br />security provided to investors. <br />Bond Purchase Contract: <br />This is the contract between the City and the underwriter specifying the interest rates <br />and reoffering yields on the bonds and the price the underwriter will pay to the City for <br />the purchase of the bonds. Because there is a time interval of two to three 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 (such as material changes in the <br />credit worthiness of the bonds or declaration of war or any major catastrophic event that <br />disrupts the financial markets) on which the offer to purchase the bonds is contingent. <br />These conditions include various legal opinions from the City Attorney, bond counsel, <br />and disclosure counsel, various certificates to be delivered by City officials, 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 is complete, not misleading and true. <br />III -2 <br />