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Wei MMY[e N11130 <br />There is no proceeding or litigation of any nature now pending to restrain or enjoin the issuance, sale, <br />execution or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds, the proceedings <br />of the Authority taken with respect to the issuance or sale thereof, the pledge or application of any moneys or <br />securities provided for the payment of the Bonds, the existence or powers of the Authority or the title of any <br />officers of the Authority to their respective positions. A certificate of the Authority to this effect will be delivered <br />on the date of delivery of the Bonds. <br />RATING <br />In connection with the issuance and delivery of the Bonds, Standard & Poor's Rating Services ("S&P") <br />has assigned their municipal bond rating of " " to the Bonds. Such rating reflects only the view of such <br />organization and any desired explanation of the significance of such rating should be obtained from S&P. <br />Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, <br />studies and assumptions of its own. There is no assurance that any rating will continue for any given period of <br />time for the Bonds or that it will not be revised downward or withdrawn entirely by such rating agency, if, in the <br />judgment of such rating agency, circumstances so warrant. The Authority undertakes no responsibility either to <br />bring to the attention of the Owners of the Bonds any proposed change in or withdrawal of a rating or to oppose <br />any downward revision or withdrawal of any rating obtained. Any such downward revision or withdrawal of such <br />rating may have an adverse effect on the market price of the Bonds. <br />FINANCIAL ADVISOR <br />The Authority has retained Urban Futures Incorporated, Los Angeles, California, as Financial Advisor for <br />the sale of the Bonds. The Financial Advisor is not obligated to undertake, and has not undertaken to make, an <br />independent verification or to assume any responsibility for the accuracy, completeness of fairness of the <br />information contained in this Official Statement. Urban Futures Incorporated is an independent advisory firm and <br />is not engaged in the business of underwriting, trading, or distributing municipal or other public securities. <br />PROFESSIONAL FEES <br />In connection with the execution of the Bonds, fees payable to Urban Futures Incorporated, as Financial <br />Advisor and U.S. Bank Trust Company, National Association as Trustee are contingent upon the execution and <br />delivery of the Bonds. <br />APPROVAL OF LEGALITY <br />Best Best & Krieger LLP, Irvine, California, Bond Counsel, will render an opinion with respect to the <br />validity and enforceability of the Indenture, and as to the validity of the Bonds. Certain matters will be passed <br />upon for the Authority and City by the City Attorney, and by Best Best Best & Krieger LLP, Irvine, California, <br />Disclosure Counsel. <br />UNDERWRITING <br />The Bonds are being sold to (the "Underwriter"). The Underwriters have <br />agreed, subject to certain conditions, to purchase the Bonds from the Authority at a purchase price of <br />$ (being the principal amount of the Bonds, less an Underwriter's discount of $ , <br />plus/less original issue premium of $ . The obligations of the Underwriter are subject to certain <br />conditions precedent, and they will be obligated to purchase all such Bonds if any such Bonds are purchased. The <br />Underwriter intends to offer the Bonds to the public initially at the prices and/or yield set forth on the inside cover <br />page of this Official Statement, which prices or yields may subsequently change without any requirement of prior <br />notice. <br />39 <br />