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CONTINUING DISCLOSURE <br />The City will covenant for the benefit of owners of the Bonds to provide certain financial <br />information and operating data relating to the City by not later than March 31 after the end of <br />each fiscal year of the City (currently June 30th), commencing with the report for the 2011 -12 <br />fiscal year (the "Annual Report"), and to provide notices of the occurrence of certain <br />enumerated events, if material. The specific nature of the information to be contained in the <br />Annual Report or the notices of material events is summarized in "APPENDIX E — Form of <br />Continuing Disclosure Certificate," attached to this Official Statement. These covenants have <br />been made in order to assist the Underwriters (as defined below) in complying with Securities <br />Exchange Commission Rule 15c2 12(b)(5). <br />The City has complied with all of its material obligations under existing continuing <br />disclosure undertakings during the past five years. <br />CONCLUDING INFORMATION <br />Underwriting <br />Morgan Keegan & Company, Inc. and Wedbush Securities Inc. (together, the <br />"Underwriters ") have agreed, subject to certain conditions, to purchase the Bonds from the City <br />at a purchase price of $ (being the principal amount of the Bonds, less an original issue <br />discount of $ and less an Underwriters' discount in the amount of $ ). The <br />obligations of the Underwriters are subject to certain conditions precedent, and they will be <br />obligated to purchase all such Bonds if any Bonds are purchased. The Underwriters intend to <br />offer the Bonds to the public initially at the prices and /or yields set forth on the inside cover page <br />of this Official Statement, which prices or yields may subsequently change without any <br />requirement of prior notice. <br />The Underwriters reserve the right to join with dealers and other underwriters in offering <br />the Bonds to the public. The Underwriters may offer and sell Bonds to certain dealers (including <br />dealers depositing Bonds into investment trusts) at prices lower than the public offering prices, <br />and such dealers may reallow any such discounts on sales to other dealers. In reoffering Bonds <br />to the public, the Underwriters may overallocate or effect transactions which stabilize or <br />maintain the market prices for Bonds at levels above those which might otherwise prevail. Such <br />stabilization, if commenced, may be discontinued at any time. <br />Legal Opinion <br />Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, <br />will render an opinion substantially in the form of Appendix D hereto with respect to the validity <br />of the Bonds. Bond Counsel undertakes no responsibility for the accuracy, completeness or <br />fairness of the Official Statement. Jones Hall is also serving as Disclosure Counsel to the City. <br />Certain matters will passed upon for the City by the City Attorney and for the Underwriters by <br />Lofton & Jennings, San Francisco, California, Underwriters' Counsel. <br />Fees payable to Bond Counsel, Disclosure Counsel and Underwriters' Counsel are <br />contingent upon issuance of the Bonds. <br />34 <br />