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12/03/2012 UNDERWRITING The Bonds are being purchased through negotiation by E.J. De La Rosa & Co., Inc. (the "Underwriter"). The Underwriter agreed to purchase the Bonds at a price of $ ---- .._...,____- (which is equal to the par amount of the Bonds, plus a net original issue premium. of S ----------- and less an underwriter's discount of S ---------- ). The initial public offering prices of the Bonds set forth on the inside cover page may be changed by the Underwriter. The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the public offering prices set forth. on the inside cover page hereof. CONTINUING DISCLOSURE The City has covenanted in a Continuing Disclosure Agreement for the benefit of the Owners of the Bonds to provide certain annual financial information and operating data, and to provide notices of the occurrence of certain enumerated events. The City agreed in its certificate to file, or cause to be filed, with the MSRB such report and notices. See Appendix E - "Form of Continuing Disclosure Agreement" for the complete text of the City's Continuing Disclosure Agreement. The covenants of the City have been made in order to assist the Underwriter in complying with the Rule. 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 EMVIA; and (ii) various notices of rating changes for several City bond issues, constituting material events, were not timely filed. All required filings have now been m.ade and the City is presently current with all of its continuing disclosure undertakings due during the past five years. MISCELLANEOUS Included herein are brief summaries of certain documents and reports, which. summaries do not purport to be complete or definitive, and reference is made to such documents and reports for full and complete statements of the contents thereof. Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the City or the District and the purchasers or Owners of any of the Bonds. -44- 52 RESO. # 15237 MUFF # 505