Official Statement Airport Commission City and County of San ...
Official Statement Airport Commission City and County of San ...
Official Statement Airport Commission City and County of San ...
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APPENDIX E<br />
SUMMARY OF CERTAIN PROVISIONS OF<br />
THE CONTINUING DISCLOSURE CERTIFICATE<br />
The following is a summary <strong>of</strong> certain provisions <strong>of</strong> the Continuing Disclosure Certificate to be executed<br />
<strong>and</strong> delivered by the <strong>Commission</strong> in connection with the issuance <strong>of</strong> the 2010A Bonds (the “Disclosure<br />
Certificate”). This summary is not to be considered as a full statement <strong>of</strong> the Disclosure Certificate <strong>and</strong> reference is<br />
made thereto for the full details <strong>of</strong> the terms there<strong>of</strong>.<br />
Purpose<br />
The Disclosure Certificate is being executed <strong>and</strong> delivered by the <strong>Commission</strong> for the benefit <strong>of</strong> the<br />
Holders <strong>and</strong> Beneficial Owners <strong>of</strong> the 2010A Bonds <strong>and</strong> in order to assist the Participating Underwriter in<br />
complying with SEC Rule 15c2-12(b)(5).<br />
Definitions<br />
In addition to the definitions set forth in the 1991 Master Resolution, which apply to any capitalized term<br />
used in the Disclosure Certificate unless otherwise defined below, the following capitalized terms have the<br />
following meanings for purposes <strong>of</strong> the Disclosure Certificate:<br />
“Annual Disclosure Report” shall mean any Annual Disclosure Report provided by the <strong>Commission</strong><br />
pursuant to, <strong>and</strong> as described in, the Disclosure Certificate.<br />
“Beneficial Owner” shall mean any person who has or shares the power, directly or indirectly, to make<br />
investment decisions concerning ownership <strong>of</strong> any 2010A Bonds, including persons holding 2010A Bonds through<br />
nominees, depositories or other intermediaries.<br />
“Dissemination Agent” shall mean the <strong>Commission</strong>, or any successor Dissemination Agent designated in<br />
writing by the <strong>Commission</strong> <strong>and</strong> which has filed with the <strong>Commission</strong> a written acceptance <strong>of</strong> such designation.<br />
“Listed Events” shall mean any <strong>of</strong> the events listed in as such in the Disclosure Certificate.<br />
“Participating Underwriter” shall mean any <strong>of</strong> the original underwriters <strong>of</strong> the 2010A Bonds required to<br />
comply with the Rule in connection with <strong>of</strong>fering <strong>of</strong> the 2010A Bonds.<br />
“Repository” shall mean any Electronic Municipal Market Access site maintained by the Municipal<br />
Securities Rulemaking Board at http://emma.msrb.org or any other entity designated or authorized by the Securities<br />
<strong>and</strong> Exchange <strong>Commission</strong> to receive reports pursuant to the Rule.<br />
“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities <strong>and</strong> Exchange <strong>Commission</strong> under the<br />
Securities Exchange Act <strong>of</strong> 1934, as the same may be amended from time to time.<br />
“State” shall mean the State <strong>of</strong> California.<br />
Provision <strong>of</strong> Annual Disclosure Reports<br />
The <strong>Commission</strong> shall, or shall cause the Dissemination Agent to, not later than 210 days after the end <strong>of</strong><br />
the <strong>Commission</strong>’s fiscal year (which currently ends June 30), commencing with the report for the 2008-09 Fiscal<br />
Year, provide to the Repository an Annual Disclosure Report which is consistent with the requirements <strong>of</strong> the<br />
Disclosure Certificate, with a copy to the Trustee. The Annual Disclosure Report must be submitted in electronic<br />
format, accompanied by such identifying information as is prescribed by the Repository <strong>and</strong> may be submitted as a<br />
single document or as separate documents comprising a package, <strong>and</strong> may cross-reference other information as<br />
provided in the Disclosure Certificate; provided that the audited financial statements <strong>of</strong> the <strong>Commission</strong> may be<br />
submitted separately from the balance <strong>of</strong> the Annual Disclosure Report, <strong>and</strong> later than the date required above for<br />
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