AgdaPkt 2003-11-03 - Laserfiche WebLink

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9,8.105 Annual Report with each Nationally Recognized Municipal Securities Information Repository, and with the appropriate State information depository, if any. The City will file, or cause to be filed, the notices of material events with the Municipal Securities Rulemaking Board (and with the appropriate State informatior depository, if any). The specific nature of the information to be contained in the Annual Report or the notices of material events is set forth below in "APPENDIX D - Form of Continuing Disclosure Certificate." These covenar.ts have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2- 12(b)(5). The City has never failed to comply, in all material respects, with an undertaking pursuant to said Rule. M ,krArIDi ;l In the opinion of Nossaman, Guthner, Knox & Elliott, LLP, Bond Counsel ("Bond Counsel "), under existing statutes, regulations, rulings and judicial decisions, and assuming certain representations and compliance with certain covenants and requirements described herein, the interest on the Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of calculating the federal alterative minimum tax imposed on individuals and corporations. In the further opinion of Bond Counsel, the interest on the Bonds is exempt from State of California personal income tax. Bond Counsel notes that, with respect to corporations, the interest on the Bonds may be included as an adjustment in the calculation of alternative minimum taxable income which may affect the alternative minimum tax liability of such corporations. In addition, the difference between the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity is to be sold to the public) and the stated redemption price at maturity with respect to a Bond constitutes original issue discount, and the amount of original issue discount that accrues to a Bond owner is excluded from the gross income of such owner for federal income tax purposes, is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and is exempt from State of California personal income tax. A complete copy of the proposed opinion of Bond Counsel is set forth in "APPENDIX D -Form of Opinion of Bond Counsel." Bond Counsel's opinion as to the exclusion from gross income of the interest on the Bonds (and original issue discount) is based upon certain representations of fact and certifications made by the City and others and is subject to the condition that the City complies with all requirements of the Internal Revenue Code of 1986, as amended (the "Code "), that must be satisfied subsequent to the execution and delivery of the Bonds to assure that the interest on the Bonds (and original issue discount) will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause the interest on the Bonds (and original issue discount) to be included in gross income for federal income tax purposes retroactive to the date of execution and delivery of the Bonds. The City has covenanted to comply with all such requirements. Although Bond Counsel has rendered an opinion that the interest on the Bonds (and original issue discount) is excluded from gross income for federal income tax purposes provided that the City continues to comply with certain requirements of the Code, the ownership of the Bonds and the accrual or receipt of interest (and original issue discount) with respect to the Bonds may otherwise affect the tax liability of certain persons. Bond Counsel expresses no opinion regarding any such tax consequences. Accordingly, before purchasing any of the Bonds, all potential purchasers should consult their tax advisors with respect to collateral tax consequences relating to the Bonds. Bond Counsel's opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. Bond Counsel has not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. -39-