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Staff Report 309-07
CRy Manager’s Report TO:HONORABLE CITY COUNCIL 9 FROM:CITY MANAGER DEPARTMENT: ADMINISTRATIVE SERVICES DATE: SUBJECT: JULY 23, 2007 CMR: 309:07 REQUEST FOR APPROVAL OF RESOLUTIONS AUTHORIZING THE REFUNDING OF THE UNIVERSITY AVENUE OFF-STREET PARKING ASSESSMENT DISTRICT LIMITED OBLIGATION IMPROVEMENT BONDS RECOMMENDATION In order to have the flexibility to refinance University Avenue Off-Street Parking Assessment District Limited improvement Bonds when interest rate conditions improve, staff recommends that the City Council: 1.Adopt a "Resolution of the Council of the City of Palo Alto Declaring its Intention to Lew Reassessments and to Issue Refunding Bonds." Adopt a "Resolution of the Council of the City of Palo Alto Adopting Reassessment Report, Confirming and Ordering the Reassessment by Summau Proceedings and Authorizing and Directing Related Actions." 3.Adopt "Resolution of the Council of the City of Palo Alto Authorizing the Issuance of Refunding Bonds and Approval and Authorizing Related Documents and Actions." BACKGROUND In 2001 and 2002, Council approved the issuance of two series of bonds for the University Avenue Off-Street Parking Assessment District in the total amount of $44.6 million. The assessment district was used to finance the design and construction of two parking garages downtown. Both garages have been completed and a re currently fully utilized by downtown employees and the public. Property owners within the assessment district (including the City of Palo Alto) make annual assessment payments to pay debt service on those bonds. On a periodic basis, analysis of outstanding bonds is conducted to determine if there are potential opportunities for reducing debt service. CMR: 309:07 Page I of 3 DISCUSSION Because of an advantageous interest rate environment in April 2007, the City’s financial advisor, Stone and Youngberg, then determined that a refinancing would yield $2.4 million, or 6.3 percent, in net present value savings (NPV). This would have reduced a property owner’s assessment by approximately $0.14 per square foot per year. Staff consulted with major dow-ntow~ property owners and the Chamber of Commerce and it was agreed to move ahead with the refinancing pending Council approval. In bond financings and re-financings, considerable lead time (approximately 3 months) is necessary to prepare the legal documents and reports necessary to issue bonds. The assessment district effort included extra steps and reports that are not ordinarily part of a more traditional re-financing. During the re-financing process, interest rates began to move steadily upward thereby reducing the potential savings originally estimated. A rule of thumb in refunding bonds is to obtain at least three to five percent in NPV savings. In mid-June, and as docmnents were being finalized, rising interest rates caused the NPV savings to fall to $1.0 million or 2.7 percent. Estimated assessment savings fell to approximately $0.09 per square foot. Given the considerable work performed by staff, the financial advisor, bond and disclosure counsels, and the assessment engineer on this effort, staff is requesting that Council approve all the resolutions authorizing refunding the assessment bonds and allowing staff to move ahead should interest rates move downward. Staff would not act unti! NPV savings reached at least 3.0 percent or approximately $1.2 million. Should such a scenario emerge, additional work would be necessary e.g., a Standard and Poor’s credit rating analysis, but the City would be able to move the bonds to market more quickly. Staff would inform Council if and when this occurs. The refunding bond’s principal amount will not exceed $37,515,000 and will be paid during the same amortization period as the existing bonds. The bonds wi!l be sold competitively tt~u’ough Stone and Youngberg which means that multiple underwriters or firms will be asked to bid on the bonds. The bidding process is designed to achieve the lowest interest cost to the issuer and to maintain an open process. As in prior assessment bond issues, the City ~vill contract with a paying agent to make debt service payments and the City will hold all bond proceeds (except those escrowed for refunding) in the required funds and reserves. It is recommended that Council adopt the attached Resolutions (Attachments A, B, C) to allow staff to refund the current University Avenue Off-Street Parking Assessment District Bonds if and when the interest rate becomes favorable. By adopting these resolutions, the City Council authorizes various City officials to complete and execute various documents. The Resolutions also approve the forms of the following documents: 2. 3. 4. o Reassessment Engineer’s Report (Exhibit A) Payh~g Agent Agreement (Exhibit B) 2001and 2002-A Bond Escrow Deposit m~d Trust Agreements (Exhibits C and D) The public bond sale documents, including the official Notice of Sale to the investment community (Exhibit E) The form of the bond (Exhibit F, G, and H) CMR: 309:07 Page 2 of 3 RESOURCE IMPACT If a refunding occurs resulting in the minimum NPV savings cited above, it is expected property owners (including the City) annual assessments will decrease by approximately $0.11 per square foot. Since the assessment roll must be sent to the County by August, savings would not be realized until 2008-09. PREPARED BY: Senior Financial Analyst DEPARTMENT HEAD APPROVAL: JO[E\SACCIO De~fity Director CITY MANAGER APPROVAL: HARRISON Assistant City Manager ATTACHMENTS Attachment A:Resolution of the Council of the City of Palo Alto Declaring its Intention to Levy Reassessments and to Issue Refunding Bonds. Attachment B:A Resolution of the Council of the City of Palo Alto Adopting Reassessment Report, Confirming and Ordering the Reassessment by SummaU Proceedings and Authorizing and Directing Related Actions. Attachment C:Resolution of the Council of the City of Palo Alto Authorizing the Issuance of Refunding Bonds and Approval and Authorizing Related Documents and Actions Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Reassessment Engineer’s Report Paying Agent Agreement Escrow Deposit and Trust Agreement (2001-A Bonds) Escrow Deposit and Trust Agreement (2002-A Bonds) Terms and Conditions or Preliminary Official Statement Official Notice of Sale Notice of Intention Proposal for Purchase CMR: 309:07 Page 3 of 3 26005-61 ATTACHMENT A 5-7-07 5-28-07 6-25-07 7-3-07 RESOLUTION NO. RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO DECLARING ITS INTENTION TO LEVY REASSESSMENTS AND TO ISSUE REFUNDING BONDS CITY OF PALO ALTO University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) WHEREAS, on January 22, 2001, the City Council (the "Council") of the city of Palo Alto (the "City") adopted its Resolution of Intention No. 8034, entitled "A Resolution of the City Council of the City of Palo Alto of Intention to Make Acquisitions and Improvements" (the "Resolution of Intention") relating to the acquisition and/or construction of public improvements under and pursuant to the provisions of the Municipal Improvement Act of 1913, Division 12 of the Streets and Highways Code of the State of California, for the City’s "University Avenue Area Off-Street Parking Assessment District" (the "District"); and WHEREAS, by the Resolution of Intention, the Council provided that bonds would be issued thereunder pursuant to the provisions of the Improvement Bond Act of 1915, Division i0 of the Streets and Highways Code of California and reference to the Resolution of Intention is hereby expressly made for further particulars; and WHEREAS, two series of special assessment bonds were issued and delivered, designated (i) $9,135,000 initial principal amount Limited Obligation Improvement Bonds City of Palo Alto University Avenue Area Off-Street Parking Assessment District Series 2001-A (the "2001-A Bonds"), which are currently outstanding in the principal amount of $8,555,000 and (ii) $35,460,000 initial principal amount Limited Obligation Improvement Bonds City of Palo Alto University Avenue Area Off-Street Parking Assessment District Series 2002-A (the "2002-A Bonds," and together with the 2001-A Bonds, the "Prior Bonds"), which are currently outstanding in the principal amount of $29,825,000; and WHEREAS, the outstanding Prior Bonds are secured by said unpaid assessments; and WHEREAS, the public interest requires the refunding of the Prior Bonds and this City Council intends to accomplish the refunding through the levy of reassessments and the issuance of refunding bonds upon the security thereof; NOW, THEREFORE, the Council of the City of Pato Alto does hereby RESOLVE, as follows: 1. Proceedings Authorized. This Council hereby declares its intention to refund the Prior Bonds and to levy reassessments as security for refunding bonds as hereinafter provided. The proceedings for the levy and collection of reassessments as security for the issuance and payment of refunding bonds shall be conducted pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 (commencing with Section 9500) of the Streets and Highways Code of California (the "Act"). 2. Boundary Map. The contemplated reassessments and refunding, in the opinion of this Council, are of more than local or ordinary public benefit, and the costs and expenses thereof are made chargeable upon the District, the exterior boundaries of which are shown on a map thereof heretofore filed in the office of the City Clerk, and in the office of the County Recorder of the County of Santa Clara, to which map reference is hereby made for further particulars. The mapindicates by a boundary line the extent of the territory included in the District and shall govern for all details as to the extent thereof. 4. Reassessment Consultant; Report. The reassessment and refunding are hereby referred to Harris & Associates, a qualified firm employed by this City for the purpose hereof (the "Reassessment Consultant"), and the Reassessment Consultant is hereby directed to make and file with the City Clerk a report in writing, presenting the following: (a) A schedule setting forth the unpaid principal and interest on the Prior Bonds to be refunded and the total amounts thereof and the unpaid assessment being continued; (b) The total estimated principal amount of the reassessment and of the refunding bonds and the maximum interest thereon, together with an estimate of cost of the reassessment and of issuing the refunding bonds, including all costs of issuing the refunding bonds, as defined by subdivision (a) of Section 9600 of the Act; (e) The auditor’s record kept pursuant to Section 8682 of the Streets and Highways Code of California showing the schedule of principal installments and interest on all unpaid original assessments and the total amounts thereof; (d) The estimated amount of each reassessment, identified by reassessment number corresponding to the reassessment number of the reassessment diagram, together with a proposed auditor’s record for the reassessment prepared in the manner described in the Section 8682; (e) A reassessment diagram showing the assessment district and the boundaries and dimensions of the subdivisions of land within the district. Each subdivision, including each separate condominium interest as defined in Section 783 of the Civil Code, shall be given a separate number upon the diagram. When any portion or percentage of the costs and expenses of the refunding and reassessment is to be paid from sources other than reassessments, the amount of such portion or percentage shall first be deducted from the total estimated cost and expenses of the refunding and reassessment, and the reassessments shall include only the remainder of the estimated cost and expenses. If any excess shall be realized from the reassessment it shall be used, in such amounts as this Council may determine, in accordance with the provisions of law, in a manner or manners to be provided in these proceedings. 5. Refunding Bonds. Notice is hereby given that serial and/or term bonds to represent the reassessments, and bear interest at the rate of not to exceed 12% per annum, will be issued hereunder in the manner provided by the Act, the last installment of which bonds shall mature not later than September 2, 2030. It is the intention of the City that the City will not obligate itself to advance available funds from the treasury of the City to cure any deficiency in the redemption fund to be created with respect to the bonds; provided, however, that a determination not to obligate itself shall not prevent the City from, in its sole discretion, so advancing the funds. 6. Bond Call Procedures. The provisions of Part 11.1 of Division 10 of the Streets and Highways Code of California, providing for an alternative procedure for the advance payment of reassessments and the calling of bonds, shall apply to refunding bonds issued pursuant to proceedings under this resolution. 7. Reserve Fund. It is the intention of this Council to create a special reserve fund pursuant to and as authorized by Part 16 of Division 10 of the Bond Law with respect to the refunding bonds and that the amount of the fund shall be included in the reassessment. 8. Financing Professionals. The firm of Jones Hall, A Professional Law Corporation, San Francisco, California, is hereby appointed as bond counsel and disclosure counsel for the purpose of the reassessment and refunding proceedings. The firm of Stone & Youngberg LLC, San Francisco, California, is hereby appointed financial advisor for the refunding bonds. The fees of such firms shall be fixed in the proceedings and shall be paid only upon the successful completion of the proposed reassessment and refunding and from the proceeds of the refunding bonds. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTION S: ATTEST: City Clerk APPROVED AS TO FORM: Jones Hall, A Professional Law Corporation By: Christopher K. Lynch, Bond Counsel APPROVED: Mayor City Manager Director of Public Works Director of Administrative Services Senior Asst. City Attorney 4 26005-61 ATTACHMENT B 5-7-07 5-28-07 6-25-07 7-3-07 RESOLUTION NO. A RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO ADOPTING REASSESSMENT REPORT, CONFIRMING AND ORDERING THE REASSESSMENT BY SUMMARY PROCEEDINGS AND AUTHORIZING AND DIRECTING RELATED ACTIONS CITY OF PALO ALTO University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) WHEREAS, on January 22, 2001, the City Council (the "Council") of the city of Palo Alto (the "City") adopted its Resolution of Intention No. 8034, entitled "A Resolution of the City Council of the City of Palo Alto of Intention to Make Acquisitions and Improvements" (the "Resolution of Intention") relating to the acquisition and/or construction of public improvements under and pursuant to the provisions of the Municipal Improvement Act of 1913, Division 12 of the Streets and Highways Code of the State of California, for the City’s "University Avenue Area Off-Street Parking Assessment District" (the "District"); and WHEREAS, by the Resolution of Intention, the Council provided that bonds would be issued thereunder pursuant to the provisions of the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code of California and reference to the Resolution of Intention is hereby expressly made for further particulars; and WHEREAS, two series of special assessment bonds were issued and delivered, designated (i) $9,135,000 initial principal amount Limited Obligation Improvement Bonds City of Palo Alto University Avenue Area Off-Street Parking Assessment District Series 2001-A (the "2001-A Bonds"), which are currently outstanding in the princip!l amount of $8,555,000 and (ii) $35,460,000 initial principal amount Limited Obligation Improvement Bonds City of Palo Alto University Avenue Area Off-Street Parking Assessment District Series 2002-A (the "2002-A Bonds," and together with the 2001-A Bonds, the "Prior Bonds"), which are currently outstanding in the principal amount of $29,825,000; and WHEREAS, the City desires to issue refunding bonds (the "Refunding Bonds") for the District pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 of the Streets and Highways Code of California (the "Act"), which Refunding Bonds shall refund the Prior Bonds; and WHEREAS, on July 23, 2007, this Council adopted the Resolution of Intention to Levy Reassessments and to Issue Refunding Bonds, in and for the District, and therein directed the making and filing of a reassessment report (the "Report") in writing, all in accordance with and pursuant to the Act; and WHEREAS, the Report was duly made and filed, and duly considered by this Council with the aid of City staff and found to be sufficient in every particular, and the Report shall stand for all subsequent proceedings under and pursuant to the Resolution of Intention. NOW, THEREFORE, the Council of the City of Palo Alto does hereby RESOLVE, as follows: 1. Conditions Satisfied. Pursuant to Section 9525 of the Act, and based upon the Report this Council finds that all of the following conditions are satisfied that: (a) Each of the estimated annual installments of principal and interest on the reassessment as set forth in the Report is less than the corresponding annual installment of principal and interest on the original assessment as also set forth in the Report, by the same percentage for all subdivisions of land with the District; (b) The number of years to maturity of all refunding bonds proposed to be issued is no more than the number of years to the last maturity of the Prior Bonds; and (c) The principal amount of the reassessment on each subdivision of land within the District is less than the unpaid principal amount of the original assessment by the same percentage for each subdivision of land in the District. 2. Public Interest. The public interest, convenience and necessity require that the reassessment be made. 3. Boundaries Approved. The District benefited by the reassessment and to be reassessed to pay the costs and expenses thereof, and the exterior boundaries thereof, are as shown by the reassessment diagram filed in the office of the City Clerk, which reassessment diagram is made a part hereof by reference thereto. 4. Report Approved. Pursuant to the findings hereinabove expressed with respect to Section 9525 of the Act, the conditions, and all of them are deemed satisfied, and the following elements of the Report are hereby finally approved and confirmed without further proceedings, including the conduct of a public hearing under the Act, to wit: (a) a schedule setting forth the unpaid principal and interest on the Prior Bonds to be refunded and the total amounts thereof (and assessments being continued); (b) an estimate of the total principal amount of the reassessment and of the refunding bonds and the maximum interest thereon, together with an estimate of cost of the reassessment and of issuing the refunding bonds, including expenses incidental thereto; (c) the auditor’s record kept pursuant to Section 8682 of the Streets and Highways Code of California showing the schedule of principal installments and interest on the Prior Bonds and the total amounts thereof; (d) the estimated amount of each reassessment, identified by reassessment number corresponding to the reassessment number of the reassessment diagram, together with a proposed auditor’s record for the reassessment prepared in the manner described in the Section 8682; (e) a reassessment diagram showing the assessment district and the boundaries and dimensions of the subdivisions of land therein. Final adoption and approval of the Report as a whole, estimate of the costs and expenses, the reassessment diagram and the reassessment, as contained in the report, as hereinabove determined and ordered, is intended to and shall refer and apply to the Report, or any portion thereof, as amended, modified, revised or corrected by, or pursuant to and in accordance with, any resolution or order, if any, heretofore duly adopted or made by this Council. 5. Reassessment Levied; Assessments Continued. The reassessment, including all costs and expenses thereof, is hereby approved, confirmed and levied. Pursuant to the provisions of the Act, reference is hereby made to the Resolution of Intention to Levy Reassessments for further particulars. The reassessment shall be reduced in the event that City Staff determines that to do so is necessary and advisable to further the purposes of this Resolution, and, if such determination is made, City Staff is hereby authorized and directed to record said reduced reassessment in the manner set forth in Section 8 hereof, and to take any further actions required to finalize said reduction, without further action of the Board. 6. Actions Directed. The City Clerk and other appropriate officer or officers of the City are hereby authorized and directed to carry out the following, including the payment of any and all fees required by law in connection therewith: (a) Deliver the reassessment to the official of the City who is its Superintendent of Streets, together with the reassessment diagram, as approved and confirmed by this Council, with a certificate of such confirmation and of the date thereof, executed by the City Clerk, attached thereto. The Superintendent of Streets shall record each of the reassessments and the reassessment diagram in a suitable book to be kept for that purpose, and append thereto a certificate of the date of such recording, and such recordation shall be and constitute the applicable reassessment roll herein. (b) File the reassessment diagram and a notice of reassessment in substantially the form specified by Section 3114 of the California Streets and Highways Code and executed by the City Clerk in the office of the County Recorder of the County. (c) Provide a copy of this resolution to the Auditor of the County at the time of the delivery of the debt service records for the refunding bonds secured by the reassessments. From the date of recording of the notice of reassessment, all persons shall be deemed to have notice of the contents of such reassessment, and each of such reassessments shall thereupon be a lien upon the property against which it is made, and unless sooner discharged such liens shall so continue for the period of ten (10) years from the date of such recordation, or in the event bonds are issued to represent the reassessments, then such liens shall continue until the expiration of four (4) years after the due date of the last installment upon such bonds or of the last installment of principal of such bonds. 7. Levy of Reassessments. The Director of Administrative Services shal! keep the record showing the several installments of principal and interest on the reassessments which are to be collected each year during the term of the Refunding Bonds. An annual apportionment of each reassessment, together with annual interest on said reassessment, shall be payable in the same manner and at the same time and in the same installments as the general property taxes and shall be payable and become delinquent at the same time and in the same proportionate amount; provided that any reassessments on possessory interests shall be collected on the unsecured tax roll and shall be payable and become delinquent at the same time as other taxes levied on said unsecured roll. Each year the annual installments shall be submitted to the County of Santa Clara Auditor-Controller for purposes of collection, and the County of Santa Clara Auditor-Controller shall, at the close of the tax collecting period, promptly render to the Director of Administrative Services a detailed report showing the amount of such installments, interest, penalties and percentages so collected. 8. Revision of the Report. The Director of Administrative Services is hereby authorized and directed (a) to revise the Report to reduce the applicable reassessments, as confirmed pursuant to Section 6 hereof, if and to the extent necessary so that the aggregate amount thereof does not exceed the initial principal amount of the Refunding Bonds, (b) to amend the reassessment and reassessment diagram to reflect such reductions, and (c) to promptly record the reassessment, together with the reassessment diagram, as so amended, in the office of the person acting as the Superintendent of Streets of the City. Immediately thereafter, a copy of the reassessment diagram, as so amended, shall be filed in the office of the County Recorder and a Notice of Reassessment, refening to the reassessment diagram, shall be recorded in the office of the County Recorder, all pursuant to the provisions of Division 4.5 of the California Streets and Highways Code. 9.Effective Date. This resolution shall take effect from and after its adoption. 4 INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Jones Hall, A Professional Law Corporation By: Christopher K. Lynch, Bond Counsel APPROVED: Mayor City Manager Director of Public Works Director of Administrative Services Senior Asst. City Attorney 26005-61 ATTACHMENT C 5-7-07 5-28-07 6-25-07 7-3-07 RESOLUTION NO. RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO AUTHORIZING THE ISSUANCE OF REFUNDING BONDS AND APPROVING AND AUTHORIZING RELATED DOCUMENTS AND ACTIONS CITY OF PALO ALTO University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) WHEREAS, on January 22, 2001, the City Council (the "Council") of the city of Palo Alto (the "City") adopted its Resolution of Intention No. 8034, entitled "A Resolution of the City Council of the City of Palo Alto of Intention to Make Acquisitions and Improvements" (the "Resolution of Intention") relating to the acquisition and/or construction of public improvements under and pursuant to the provisions of the Municipal Improvement Act of 1913, Division 12 of the Streets and Highways Code of the State of California, for the City’s "University Avenue Area Off-Street Parking Assessment District" (the "District"); and WHEREAS, by the Resolution of Intention, the Council provided that bonds would be issued thereunder pursuant to the provisions of the Improvement Bond Act of !915, Division 10 of the Streets and Highways Code of California and reference to the Resolution of Intention is hereby expressly made for further particulars; and WHEREAS, two series of specia! assessment bonds were issued and delivered, designated (i) $9,135,000 initial principal amount Limited Obligation Improvement Bonds City of Palo Alto University Avenue Area Off-Street Parking Assessment District Series 2001-A (the "2001-A Bonds"), which are currently outstanding in the principal amount of $8,555,000 and (ii) $35,460,000 initial principal amount Limited Obligation Improvement Bonds City of Palo Alto "9 9University Avenue Area Off-Street Parking Assessment District Series 2002-A (the _00_-A Bonds," and together with the 2001-A Bonds, the "Prior Bonds"), which are currently outstanding in the principal amount of $29,825,000; and WHEREAS, on July 23, 2007, the Council adopted a "Resolution of Intention to Levy Reassessments and to Issue Refunding Bonds" (the "Resolution of Intention to Levy Reassessments"), in and for the District, and has thereafter conducted proceedings pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 of the Streets and Highways Code of California (the "Act"); and WHEREAS, the proceedings under the Act and the Resolution of Intention to Levy Reassessments are now completed, a list of unpaid reassessments is on file with the City Clerk, and this Council wishes to provide for the issuance of refunding improvement bonds hereinafter described (the "Bonds") pursuant to the Act; and WHEREAS, the purpose of the issuance of the Bonds shall be to refund and redeem the Prior Bonds; and WHEREAS, there has been submitted to this Council an agreement (the "Paying Agent Agreement") providing for the issuance of the Bonds by the City for the District, and the City Council, with the aid of City staff, has reviewed the Paying Agent Agreement and found it to be in proper order, and now desires to approve the Paying Agent Agreement and the issuance of the Bonds; and WHEREAS, there has been presented to this Counci! two escrow agreements, one relating to the 2001-A Bonds and one relating to the 2001-B Bonds (collectively, the "Escrow Agreements"), which will be used to refund and redeem the Prior Bonds and the Council now desires to approve such Escrow Agreements in connection with the refunding of the Prior Bonds; and WHEREAS, there has been presented to this Council an Official Notice of Sale (the "Official Notice of Sale"), pursuant to which the Bonds will be sold; and WHEREAS, there has been presented to this Council a form of a Preliminary Official Statement (the "Preliminary Official Statement"), the purpose of which is to disclose all material facts relating to the Bonds to investors in the Bonds; and WHEREAS, there has been presented to this Council the List of Unpaid Reassessments showing the unpaid reassessments upon the security of which the Bonds shall be issued, and this Council, with the aid of City staff, has reviewed and considered the List of Unpaid Reassessments; and WHEREAS, at! conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds and the levy of the reassessments as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act. NOW, THEREFORE, the Council of the City of Palo Alto does hereby RESOLVE, as follows: 1. Unpaid Reassessments. The reassessments that remain unpaid are as shown on the List of Unpaid Reassessments, which is hereby approved and incorporated herein by this reference. The total amount of the unpaid reassessments is $37,515,000. For a particular description of the lots, pieces and parcels of land bearing the respective reassessment numbers set forth in the List of Unpaid Reassessments, reference is hereby made to the reassessment and to the diagram, and any amendments thereto approved by this Council, all as recorded in the office of the official who is the Superintendent of Streets of the City. 2. Bonds Authorized. Pursuant to the Act, this Resolution and the Paying Agent Agreement, refunding improvement bonds of the City for the District designated as "Limited Obligation Refunding Improvement Bonds City of Palo Alto University Avenue Area Off-Street -2- Parking Assessment District (Reassessment and Refunding of 2007)" (the "Bonds") in an aggregate principal amount of not to exceed $37,515,000 are hereby authorized to be issued. The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms, covenants and conditions of the Bonds shall be as provided in the Paying Agent Agreement as finally executed. 3. Authorization and Conditions. The Mayor, the City Manager, the Director of Public Works, the Director of Administrative Services, the City Engineer, the City Clerk, the City Attorney or any other officer or employee authorized by the City Council or by an Authorized Officer to undertake any action referenced in this Resolution (each, an "Authorized Officer") is hereby authorized and directed to execute and deliver the various documents and instruments described in this Resolution, provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $37,515,000, a maturity of the Bonds in excess of 23 years, an average interest rate on the Bonds in excess of six percent per annum (6%), a purchase price of less than 100% of the par amount of the Bonds, or a net present value savings of less than 3% of the principal amount of the Prior Bonds being refunded as a result of the issuance of the Bonds. The approval of such additions or changes shall be conclusively evidenced by the execution and delivery of such documents or instruments by an Authorized Officer, upon consultation with Jones Hall, A Professional Law Corporation, the City’s bond counsel ("Bond Counsel") and Stone & Youngberg LLC, the City’s financial advisor (the "Financial Advisor"). 4. Paying Agent Agreement. The proposed form of Paying Agent Agreement with respect to the Bonds, dated as of July 1, 2007, by and between the City and U.S. Bank National Association, as paying agent (the "Paying Agent Agreement"), is hereby approved. The Authorized Officer is hereby authorized and directed to cause the same to be completed and executed on behalf of the City, subject to Section 3 above. 5. Escrow Agreement. The form of Escrow Agreements by and between the City and U.S. Bank National Association, as escrow holder, in the form presented to this Council at this meeting is hereby approved. An Authorized Officer is hereby authorized and directed to cause the same to be completed and executed on behalf of the City. 6. Official Statement. The Council hereby approves the Preliminary Official Statement describing the financing described therein, in substantially the form on file with the Authorized Officer, together with any changes therein or additions thereto deemed advisable by the Authorized Officer. Pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement is hereby deemed final and an Authorized Official is hereby authorized and directed to provide written certification thereof. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by the Authorized Officer, in consultation with counsel, and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the City. follows: Sale of Bonds. After the adoption of this Resolution, the Bonds shall be sold as -3- (a) Sale. The Bonds shall be offered for sale pursuant to the terms contained in the Official Notice of Sale and sold to the highest, best, responsible bidder according to the provisions of the Official Notice of Sale, on the date and at the hour specified in the Official Notice of Sale, and the offices of Stone & Youngberg LLC, San Francisco, California, is hereby fixed as the place at which bids will be received for the purchase of the Bonds as described in and subject to the terms and conditions of the Official Notice of Sale. Provisions shall be made for cancellation postponement or rescheduling of the sale in the Officia! Notice of Sale. (b) Notice. The Authorized Officer is hereby authorized and directed to cause notice of sate of the Bonds by publication of a notice substantially in the form on file with the City Clerk: (i) in The Palo Alto Weekly, a newspaper of general circulation printed and published within the City, once a week for two successive weeks, with the first publication at least fourteen (14) days before the date of sale as aforesaid; and (ii) in the Bond Buyer, a financial newspaper of statewide circulation, one time, which publication shall occur at least fifteen (15) days before such date of sale. (c) Award. Not later than the hour of 5:00 o’clock p.m. (Pacific Standard Time) on the day of receipt of bids, an Authorized Officer is hereby authorized and directed to accept, on behalf of the City, the best responsive bid(s) for the Bonds, provided that such bid(s) shall be consistent with Section 3, or to reject any and all bids. If such true interest cost and price are acceptable, an Authorized Officer is hereby authorized and directed to complete and execute Certificate of Award, substantially in the form on file with the City Clerk and to provide completed and executed copies thereof to the successful bidder, the City Clerk and the City. 8. Bonds Prepared and Delivered. Upon awarding the sale of the Bonds to the winning bidder, the Bonds shall be prepared, authenticated and delivered, all in accordance with the applicable terms of the Paying Agent Agreement and an Authorized Officer and other responsible City officials are hereby authorized and directed to take such actions as are required under the Official Notice of Sale and the Paying Agent Agreement to complete all actions required to evidence the delivery of the Bonds upon the receipt of the purchase price thereof from the Underwriter. 9. Actions. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the District and the sale and issuance of the Bonds, including but not limited to the distribution of the Preliminary Official Statement, are hereby approved, confirmed and ratified, and the proper officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements, contracts, and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this Resolution, the Paying Agent Agreement, the Official Notice of Sale and any certificate, agreement, contract, and other document described in the documents herein approved. In the event City staff, with input from the City’s financial advisor and its bond counsel, determines that it will be cost-effective to purchase a municipal bond insurance policy for the Bonds, an Authorized Officer is hereby authorized and directed to do any and all things and take any and all -4- actions and execute any and all certificates, agreements, contracts, and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the municipal bond insurance policy. 10. Effective Date. This resolution shall take effect from and after its adoption. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST:APPROVED: City Clerk Mayor APPROVED AS TO FORM: Jones Hall, A Professional Law Corporation By: Christopher K. Lynch, Bond Counsel City Manager Director of Public Works Director of Administrative Services Senior Asst. City Attorney -5- ~Sment and "~’~t D~stric~ treet ~unding of ~repared unff r the Provisions of the Refunding A C~’of ?984 For the "’ ~alifornia Prepared by: /Har~s & Associates June 21, 2007 City of Pa}o Alto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report CITY OF PALO ALTO University Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) CERTIFICATIONS June 21,2007 Page i 1. the City Clerk of the City of Palo Alto, hereby certi~’ that the foregoing Reassessment with the diagram thereto attached, was filed with me on .2007. City Clerk l, the City. Clerk of the City of Palo Alto, California, hereby certi~’ that the foregoing Reassessment with the diagram thereto attached, were confirmed and adopted by the City Council of said City of Palo Alto on ,2007 City Clerk I. the Director of Public Works. as the Superintendent of Streets of the City’ of Palo Alto, County o1" Santa Clara, Calilbrnia, hereby certi~’ that this Reassessment, together with the diagram thereto attached, was recorded in my ottice on .2007. Director of Public Works A Notice of Reassessment was recorded and the Reassessment Diagram was filed in the office of the County Recorder of the County ot Santa Clara, Call fornia, on 2007. City Clerk Q paio Alto.Un~v Dr’,refundmg’,Palo Aho teftmdmgseports~Fma! Reassessment ILepon Dratt 21june07 doc City of Palo Alto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report June 21, 2007 Page ii TABLE OF CONTENTS Certification of Filing Reassessment Engineer’s Report and Confirmation of Reassessment ............................................................................................................................ i Table of Contents ...................................................................................................................ii I.Introduction ....................................................................................................................t 11.Debt Service Schedules for the Prior Bonds and Comparison to Estimated Debt Service Schedule tbr the Refunding Bonds .....................................................................2 Table A Debt Service Schedule for the Existing Assessment District Bonds to be Refunded ................................................................................................2 Table B Comparison of Annual Debt Service Installments on the Unpaid Portion of the Assessment District Total Assessment Liens Being Superseded and Supplanted to the Estimated Annual Debt Service Installments on the Proposed Refunding Bonds Secured by the Reassessment Lien ......................................................................................3 !ll.Allocation otSurphts fi-om Prior Bonds ..........................................................................4 Table C Credit for Surplus Funds IOr the Prior Bonds to be Refunded .....................4 IV.All Costs of Issuing the Refunding Bonds, the Resulting Total Amount of the Reassessment ..................................................................................................................5 Table D Statement of the Estimated Cost and Incidental Expenses Attributable to the Refunding of the Prior Bonds, of the Reassessment Proceeding and of issuing the Refunding Bonds ..................5 V.Explanation of the Method of Spread of the Reassessment .................................................7 VI.Reapportionment of Parcels in the Assessment District that have been subdivided or merged alter the Fiscal Year 2006-2007 Levy ............................................................8 Table E Parcel Reapportionments after the Fiscal Year 2006-2007 Levy ................8 Vll. Auditor’s Records of Unpaid Principal and lnterest in the Prior Bonds .........................9 V Ill. Comparison of Remaining Original Assessments to Reassessments .............................31 Table F Parcel Reassessment Spread Data .............................................................31 IX. Reassessment Roll ........................................................................................................37 Q \,palo Alto’~Umv Dr’,refundmg’,Palo Alto ~efundmg’,~cpor~s’,FinaI Rcassessment P, epon Draft 21june07 City of Palo Alto June 21, 2007 University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report Page Table G Reassessment Roll ....................................................................................37 X.Proposed Auditor’s Record ...........................................................................................43 Table H Auditor’s Report .......................................................................................43 X].Reassessment Diagram .................................................................................................65 XII.Engineer’s Certification for Summary Proceedings Under Streets And Highways Code Section 9525 ........................................................................................................70 X]ll. Annual Collection of Expenses .....................................................................................72 12 ’,Palo Alto Umv Dr refundtng Palo Alto refundtng~aeports,Fmal Reassessment Report D~att 21june07 doc City of Palo Alto University Avenue Area Off-Street Parking Assessment District Reassessrnent Engineer’s Report June 21, 2007 Page 1 !.INTRODUCTION On July 23, 2007 the City Council (~,he "’Council") of the City of Pato Alto (the "City") will adopt i~s Resolution of tmendon indicmmg its preliminary intention to retEnd ~he bonds of an existing assessment distric~ within lhe City by ~ssuing limited obligation refunding bonds under the provisions of the Ret~nding Act of 1984 for 1915 Improvement Ac~ Bonds, being Division 1 !.5, commencing with Section 9500, of the California Streets ~d Highways Code (the "Refunding Act"}. The assessmem district whose bonds (collectively, the "Prior Bonds"} are to ~erefunded is the r v "~/_~Um ers~v Avenue :~ea Oft~Strect Parkin~ Assessment District (the WXssessment Districl"). The Resolution of Intention directed Harris & Associates, civil engineers (the "’Reassessment Engineer") to prepare and file with the City Cierk a report in writing containing the matters specified in Section 9523 of the Reflmding Act: (i) a schedule setting forth the unpaid principal and interest of the Prior Bonds to be refunded and the total amounts thereof; (it) the total estimated principal mnount of the reassessment and of the refunding bonds and the maximum interest thereon, together with an estimate of the cost of the reassessment ~md of issuing the refunding bonds; (iii) the auditor’s record showing the schedule of principa! installments and interest on Prior Bonds and the total mnounls thereof: (iv) the estimated amount of ead~ reassessment, identified by reassessment number corresponding to the reassessmcnt number of the reassessment dia~am, together with a proposed auditor’s record for the rcassessment; and (V) a reassessment diagrmn showing the assessment district and the bound&ties and dimensions o f" the subdivisions of land within the district.. The undersigned is a Registered Civil Engineer with the Reassessment Engineer, and is the author of this Reassessment ReporL In addition to the matters required by Section 9523 of the Refunding Act, I have included information in this Report to demonstrate, and to support findings the Council may wish to make, that the conditions necessaw to enable the Council to order the reassessment and refunding of the P~or Bonds without the necessity of noticing and holding a public hearing, set forth in Section 9525 of the Refunding Act, have been fulfilled. The Reasscssments in this Rcport have been spread upon the various subdivisions of land within the Assessment District in the exact proportions used in spreading the original assessments. Therelbre I have accepted, and have not questioned or changed, the estimates of special benefit used in spreading the origina! assessments. Thus the Reassessments, as indicated in this Report, levied for the purpose of refunding the Prior Bonds, have been spread upon the various subdivisions of land within the Assessment District in accordance with law. Submitted for approval by the City Council of the City of Palo Alto on July 23, 20(}7. Harris & Associates, Civit Engineers R.C.E. No. 4! 965 City of Palo Alto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report June 21, 2007 Page 2 DEBT SERVICE SCHEDULES FOR THE PRIOR BONDS AND COMPARISON TO ESTIMATED DEBT SERVICE SCHEDULE FOR THE REFUNDING BONDS TABLE A DEBT SERVICE SCHEDULE FOR THE EXISTING ASSESSMENT DISTRICT BONDS TO BE REFUNDED SERIES 2001-A BONDS SERIES 2002-A BONDS PRIOR PRIOR DATE DEBT SERVICE DATE DEBT SERVICE 91212008 624.230.00 9/2/2008 2,305, 102.50 9/2/2009 620,630.00 972/2(109 2,309,502.50 9/2/2010 621,830.00 972/2010 2,305,897.50 912/201 ]622,630.00 97’2/20 / I 2,305,t 37.50 9/2/2012 622,790.00 9/2/2012 2,306,917.50 9/2/2013 622, 165.00 9/2/2013 2,3(}5,917.50 9/212014 620,725.00 9/2/2014 2,307,057.50 9/212015 623,3(!5.00 9/2/2015 2,309,545.00 9/2/2016 624,910.00 9/2/20 t 6 2,309,407.50 9/2120 t 7 620,660.00 9/2/2017 2,306,645.00 9/2/2018 620,547.00 9/2/2018 2,306,257.50 9/2/2{) 19 619,297.50 9/2/2019 2,307,987.50 9/212{}20 622,297.50 9/2/2020 2,306,(112.50 9/2/2021 619,297.50 9/2/2021 2,309,712.5(/ 91212022 620,547.50 9/2/2022 2,309,100.00 9/2/2023 620,797.50 9/2/2023 2,309,175.0(/ 9/212024 619,632.50 9/2/2024 2,309,650.00 912/2025 622,447.50 9/2/2025 2,305,237.50 91212026 623,872.50 9/2/2026 2,305,937.50 9/2/2027 623,652.50 9/2/2027 2,306,175.00 9/2/2028 617,132.50 9/2/2028 2,308,368.76 9/212029 614,572.50 9/2/2029 2,309,100.00 9/2/2030 615,712.50 9/2/2030 2:308,075.00 14,283,682.00 53,071,918.76 Q Palo Alm\timv Drirefundmg’J:’ato Alto refundmg,,reports’\Fma! Reassessment Report D~ati 2 Ijune07 doc City of Palo Alto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report June 21, 2007 Page 3 TABLE B COMPARISON OF ANNUAL DEBT SERVICE INSTALLMENTS ON THE UNPAID PORTION OF THE ASSESSMENT DISTRICT TOTAL ASSESSMENT LIENS BEING SUPERSEDED AND SUPPLANTED TO THE ESTIMATED ANNUAL DEBT SERVICE INSTALLMENTS ON THE PROPOSED REFUNDING BONDS SECURED BY THE REASSESSMENT LIEN ASMT / REASMT TOTAL PRIOR DEBT I REFUNDING SERVICE[ DEBT SERVICE 2,929,332.50 2,736,688.42 2,930,132.50 2.732.973.38 2,927,727.50 2.733,332.88 2,927,767.50 2.731,192.88 2,929,707.50 2.731,927.38 2,928,082.50 2.730,295.38 2,927=782.50 2.731,010.88 2,932,850.00 2.738,928.38 2,934,317.50 2.738,435.38 2,927,3(15.00 2.734,799.38 2,926,804.50 2.727.811.88 2,927,285.00 2,732,307.08 2,928,3 t 0.00 2=736,844.08 2,929,010.00 2,736,899.08 2,929.647.50 2,732.492.08 2,929,972.5(t 2,733,907.32 2,929,282.50 2.735,836.32 2,927,685.00 2.728,035.82 2,929,8 t 0.00 2.735,884.92 2,929,827.50 2.737,954.86 2,925,501.26 2.734,476.98 2,923,672.50 2.725.451.30 2,923,787.50 2.725,877.82 67,355,60{).76 62.863,363.88 REDUCTION / SAVINGS 192,644 .(/8 197.159.12 194.394.62 196,574.62 197,780.12 t97,787.12 196,771.62 193,921.62 195,882.12 192.505.62 198,992.62 194,977.92 191,465.92 192.11(I.92 197,155.42 196.065.18 193,446.18 199,649.18 193,925.08 191,872.64 191,024.28 198,221.20 197,909.68 4,492,236.88 QPalo Alto’&’,mv D~\refundmg’,Palo Alto refundmg’,~eports Final Reassessment Report D~aft 21june07 doc City of Palo Alto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report June 21, 2007 Page 4 IIl.ALLOCATION OF SURPLUS FROM PRIOR BONDS TABLE C CREDITFORSURPLUSFUNDSFORTHEPRIORBONDSTOBE REFUNDED There is no surplus of improvement f\mds. Q Palo Aho%imv [.)~\refundmg\Palo Alto refundmg,aepot’~s’,Fmal Reassessment Report D~afi 2 I june07 doc City of Palo Alto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report June 21, 2007 Page 5 IV.ALL COSTS OF ISSUING THE REFUNDING BONDS, THE RESULTING TOTAL AMOUNT OF THE REASSESSMENT, AND THE EXPLANATION OF THE METHOD OF SPREAD OF THE REASSESSMENT TABLE D STATEMENT OF THE ESTIMATED COST AND INCIDENTAL EXPENSES ATTRIBUTABLE TO THE REFUNDING OF THE PRIOR BONDS, OF THE REASSESSMENT PROCEEDING AND OF ISSUING THE REFUNDING BONDS STATEMENT OF REASSESSMENT PROCEEDING ESTIMATED COSTS AND EXPENSES: Estimated Cost to call Existing 1915 Act Bonds (the "Prior Bonds") A. Outstanding Bond Principal B. Accrued Interest to Next Call Date C. Bond Call Premium Total Reassessment $38,380,000.00 $1,016,278.63 $750,400.00 Less: Earnings on Escrow ($251,414.48) D. Miscellaneous Call Expenses a. Trustee / Paying Agent Fees $1,000.00 b. City of Palo Alto Administrative Expenses $0.00 Total 1915 Act Bond Call Expenses:$39,896,264.15 Reassessment Proceeding Incidental Costs and Expenses A. Reassessment Engineer $30,000.00 B. Bond Counsel $55,000.00 C. City of Palo Alto Fees and Expenses $17,000.00 D. Verfication Agent Fees $2,000.00 E. Financial Advisor $45,000.00 F. Miscellaneous Expenses of Issuing Refunding Bonds a.Refunding Bonds and Other Printing Expenses $7,500.00 b.Legal Publications, Notices, Recording and Mailing $0.00 c.Auditor’s Reassessment Record $0.00 d.Disclosure Counsel $35,000.00 e.Bond Issues Trustee ! Paying Agent $5,000.00 f.Bond Rating Expenses $25,000.00 Contingency $23,500.00 Total Reassessment Incidental Costs:$245,000.00 Q ~,l>alo Alto~Unlv Dr~,refundmg’Palo Alto reiundmg,repolls’,Fmal Reassessmem Report Draft 2! lune07 doc City of Pato Atto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report 3.Estimated Cost of Issuance for the Refunding Bonds A. Refunding Bonds Discount B. Refunding CAPI / Funds needed C. Refunding Bonds Reserve Fund D. Reserve Fund Surety E. Bond Insurance F. Other Uses Total Cost of Issuance for the Refunding Bonds: Subtotal: Cost of the Reassessment and of the Refunding Bonds: 4.Additional Charge to the Reasmnt to Fund Delinquencies in Payments on the Original Assessments 5.TOTAL COST OF THE REASMNT TO ISSUE REFUNDING BONDS: June 21, 2007 Page 6 $281,362.50 $0.00 $1,369,464.19 $34,236.60 $785,792.05 $1,288.47 $2,472,143.81 $42,613,407.96 $0.00 $42,613,407.96 STATEMENT OF FUNDING SOURCES TO PAY THE COST AND EXPENSE OF THE PROPOSED REASSESSI~/1ENT AND ISSUANCE OF REFUNDING BONDS Total Reasmnt Available Proceeds of the Existing Assessment Districts A. Estimated Improvement Fund Surplus $0.00 a. Surplus Funds to be Refunded for Paid Assessments $0.00 Proceeds from Prepayments of Existing Assessments $0.00 Debt Service Reserve Funds for the Prior Bonds $2,984,154.21 Funds Received by City of Palo Alto from the Collection of the 2006/07 Debt Service $1,895,676.25 on the Prior Bonds Billed to all parcels with an Unpaid Existing Assessment Principal Amount Redemption Fund (included default penalties)$0.00 Net Premium $218,577.50 7.Total Available Proceeds of the Existing Assessment Districts:$5,098,407.96 9o Net Amount of New Funds Needed to Pay the Cost and Expense of the Reasmnt and to Issue Refunding Bonds (Line 5 - Line 7) 10. Total New Funds to Pay Reasmt and Bond Issuance Costs $37,515,000.00 Sources of New Funds A. Total Amount of the Reasmnt Liens and the Refunding Bonds $37,515,000.00 B. Contribution from the City $0.00 $37,515,000.00 11.Total Amount of the Existing Unpaid Liens on the Original Asmnts 12.Total Amount that the Reasmnt Reduces the Existing Liens (9.A- 11) 13.Percentage Reduction to Existing Liens $37,516,969.00 ($1,969.00) -0.005% City of Palo Alto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Repo~ June 21, 2007 Page 7 V.EXPLANATION OF THE METHOD OF SPREAD OF THE REASSESSMENT The method by’ which the Reassessment was spread upon the various parcels within the Assessment District consists of t\~ur steps. First, tile estimated cost to call tile Prior Bonds was calculated separately. Then, the available money in the various funds associated with the Prior Bonds that can be used to contribute to the cost of calling the Prior Bonds was calculated separately. Subtracting the available money fi-om tile estimated cost to call the Prior Bonds gave a preliminary net need (the "Net Need"). This calculation was $39,896,264.15 minus $5,098,407.96 equaling $34,797,856.19. Second, based on the total Net Need, the issuance costs for the Refunding Bonds was calculated. These amounts are the sum of lines 2 and 3 of Table D. Third, the Net Need plus the costs of issuance of tile Refunding Bonds, was assigned to the properties within Assessment District. This gave a total amount ot"$37.515,000.00. This amount is then the amount to be reassessed; and it appears on line 10 of Table D. Finally, tile total amount to be reassessed was taken and apportioned to tile various parcels in tile Assessment District in exact proportion to tile remaining principal amounts of the original assessmems on the various parcels. This resulted in a uniform reduction in tile amount assessed. From line 13 of’Table D, it is seen that the Reassessment tbr each parcel is a reduction of 0.005% of the remaining original assessment oll that parcel. Q palo Al~o’,Untv Dr\,refundmg’Palo Alto refundmg’aeports\Fmal Reassessmenl Report D~afl 2ljune07 doc City of Palo Alto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report June 21, 2007 Page 8 REAPPORTIONMENT OF PARCELS IN THE ASSESSMENT DISTRICT THAT HAVE BEEN SUBDIVIDED OR MERGED AFTER THE FISCAL YEAR 2006-2007 LEVY TABLE E REAPPORTIONMENT OF PARCELS AFTER THE FISCAL YEAR 2006-2007 LEVY There were no reapportionments after the FY 2006-07 levy. () ,Palo Alto.Umv D~’.reiundmg’J’alo Alto rel’unding,~eports~.Fmal Reasscssmem Repor~ D~aft 2 l.lune07 doc City of Palo Alto University Avenue Area Off.Street Parking Assessment District Reassessment Engineer’s Report June 21,2007 Page 9 VII.AUDITOR’S RECORDS OF UNPAID PRINCIPAL AND INTEREST IN THE PRIOR BONDS [provided on the following pages] Q \Palo Alto’~Univ Dr~refunding’,Palo Alto refundmg\repor~s’,Final Reassessmem Repor~ Draft 2 Ijune07 doc c)o oo o~ oo o~ ~~00~00~0~0~000000~~0~0~~00~00~0~0~000000~~0~0 ~~0000000000000000000000000000 oo o~666666666666666666~66~6666666666 c)c~ o~ ~ o ~ ~ ~ ~ ~o o ~ ~ o ~ ~ ~ ~ o ~ ~~ ~ ~ ~ ~ ~ o o ~o ~ ~ ~ ~ ~ ~ ~ ~ ~ ~~~0~~~ 000000000000000000 606600060000066000 c)c) oo o~ o o~ oo ~~0000000000000000000000000000 o o~ oo d~dfifi~fiddKfid~ddd~dddKd~ddfifiKd~dfi ddddddd~d~ddddddd~dd~d~ddKdKdd~d ~00000000000000~~~~~00~~00000000000000000000000 ~&666656666666665666665666666666 o~ 0o oo 0 .00 ~~oo~oo~o~o~oooooo~~o 0000000000000000000000000000000 o o~ City of Palo Alto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report June 21, 2007 Page 31 CO~V~PAR[$ON OF REMAINING ORIGINAL ASSE$S~V[ENTS TO REASSESSMENTS TABLE F PARCEL REASSESSMENT SPREAD DATA [provided on the following pages] QPa!o Alm’,Univ Dr"~refundmg~.Palo Alto refundmg"¢eports~,Fmal Reassessmenl Report Draft 2!.lune07 doc City of Palo Alto Reassessment of University Avenue Off-Street Parking Assessment District 6/21f2007 REASMT NO. 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 TABLE F PARCEL REASSESSMENT SPREAD DATA REMAINING ASMT $16,395.49 $131,163.96 $464,094.89 $4,219.04 $270,018.85 $143,447.51 $253,142.67 $71,723.76 $84,380.89 $156,104.65 $215,171.27 $75,942.80 $548,475.78 $156,104.65 $1,489,322.70 $430,342.54 $286,895.02 $13,116.40 $126,571.33 $156,104.65 $160,323.69 $147,666.56 $139,228.47 $118,133.25 $88,599.93 $3,279.10 $16,876.18 $25,314.27 $54 847.58 $16 876.18 $333 304.51 $84 380.89 $147666.56 $50 628.53 $84 380.89 $8 438.09 $25 314.27 $25 314.27 $113,914.85 $88 599.93 $67 504.71 $71 723.76 $88 599.93 $6 076.54 $33 752.55 $67 504.71 $63.285.67 $67504.71 REASMT FACTOR 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0,99995 0.99995 0.99995 0,99995 0,99995 REASMT AMOUNT $16,394.64 $131,157.08 $464,070.55 $4,218.83 $270,004.69 $143,439.98 $253,129.38 $71,719.99 $84,376.46 $156,096.45 $215,159.98 $75,938.81 $548,447.00 $156,096.45 $1,489,244.54 $430,319.95 $286,879.97 $13,115.71 $126,564.69 $156,096.45 $160,315.28 $147,658.81 $139,221.16 0,99995 0,99995 0,99995 0,99995 0.99995 0,99995 0,99995 0.99995 0,99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 $118,127.05 $88 595.28 $3 278.93 $16 875.29 $25 312.94 $54 844.70 $16 875.29 $333 287.02 $84 376.46 $147 658.81 $50 625.88 $84 376.46 $8 437.65 $25 312.94 $25 312.94 $113,908.87 $88,595.28 $67 501.17 $71,719.99 $88595.28 $6076.22 $33750.78 $67 501.17 $63 282.35 $67 501.17 Page 32 City of Palo Alto Reassessment of University Avenue Off-Street Parking Assessment District 6/21/2007 REASMT NO. 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 TABLE F PARCEL REASSESSMENT SPREAD DATA REMAINING ASMT $139,228.47 $18,840.82 $565,351.96 $71,723.76 $147,666.56 $181,418.91 $105,476.11 $88,599.93 $405,028.27 $493,628.20 $261,580.76 $126,571.33 $282,675.98 $63,285.67 $50,628.53 $59,066.62 $240,485.54 $164,542.73 $295 333.11 $135009.42 $379714.00 $130790.38 $164542.73 $864 904.12 $113.914.20 $265,799.80 $139,228.47 $248,923.62 $88,599.93 $29,533.31 $143,447.51 $130,790.38 $194,076.05 $151,885.60 $147,666.56 $767,866.10 $168,761.78 $1,696,055.88 $569,571.00 $42,190.44 $135,009.42 $21,095.22 $67,504.71 $75,942.80 $459,875.85 $97,038.02 $42,190.44 $62,302.88 REASMT FACTOR 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 0.99995 REASMT AMOUNT $139,221.16 $18,839.83 $565,322.29 $71,719.99 $147,658.81 $181,409.39 $105,470.58 $88,595.28 $405,007.01 $493,602.30 $261,567.03 $126,564.69 $282,661.14 $63,282.35 $50,625.88 $59,063.52 $240,472.91 $164,534.10 $295,317.61 $135,002.34 $379,694.07 $130,783.51 $164,534.10 $864,858.73 $113,908.22 $265 785.85 $139 221.16 $248 910.56 $88 595.28 $29 531.76 $143 439.98 $130 783.51 $194 065.86 $151 877.63 $147 658.81 $767 825.80 $168 752.92 $1,695,966.87 $569 541.11 0.99995 $42 0.99995 $135 0.99995 $21 0.99995 $67 0.99995 $75 0.99995 $459 0.99995 $97 O.99995 $42 0.99995 $62 188.23 002.34 094.12 501.17 938.81 851.71 032.93 188.23 299.61 Page 33 City of Palo Alto Reassessment of University Avenue Off-Street Parking Assessment District 6/21/2007 REASMT NO. 197 198 199 200 201 202 203 204 205 206 207 2O8 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 23t 232 233 234 235 236 237 238 239 240 241 242 243 244 TABLE F PARCEL REASSESSMENT SPREAD DATA REMAINING ASMT $71,723.76 $244,704.58 $223,609.36 $295,333.11 $71,723.76 $240,485.54 $253,142.67 $54,847.58 $181,418.91 $75.942.80 $63,285.67 $33,752.36 $37,971.40 $160,323.69 $202,514.14 $122,352.29 $92,818.98 $177,199.87 $50,628.53 $10t,257.07 $113,914.20 $126,571.33 $151,885.60 $295,333.11 $219,390.31 $67,504.71 $147,666.56 $172,980.82 $143,447.51 $253,142.67 $223 609.36 $417 685.40 $46 409.49 $105 476.11 $135 009.42 $168 761.78 $126 571.33 $168 761.78 $303 771.20 $227 828.40 $84,380.89 $151,885.60 $713.018.52 $607,542.41 $92,818.98 $160,323.69 $105,476.11 $139,228.47 REASMT REASMT FACTOR AMOUNT 0.99995 $71,719.99 0.99995 $244,691.74 0.99995 $223,597.62 0.99995 $295,317.61 0.99995 $71,719.99 0.99995 $240,472.9t 0.99995 $253,129.38 0.99995 $54,844.70 0.99995 $181 409.39 0.99995 $75 938.81 0.99995 $63 282.35 0.99995 $33 750.58 0.99995 $37 969.41 0.99995 $160 315.28 0.99995 $202.503.51 0.99995 $122,345.87 0.99995 $92,814.11 0.99995 $177,190.57 0.99995 $50,625.88 0.99995 $101,251.75 0.99995 $113,908.22 0.99995 $126,564.69 0.99995 $151,877.63 0.99995 $295,317.61 0.99995 $219 378.80 0.99995 $67 501.17 0.99995 $147 658.81 0.99995 $172 971.75 0.99995 $143 439.98 0.99995 $253 129.38 0.99995 $223 597.62 0.99995 $417 663.48 0.99995 $46 407.05 0.99995 $105 470,58 0.99995 $135 002.34 0.99995 $168 752.92 0.99995 $126 564.69 0.99995 $168 752.92 0.99995 $303 755.26 0.99995 $227,816.44 0.99995 $84,376.46 0.99995 $151,877.63 0.99995 $712,981.10 0.99995 $607,510.52 0.99995 $92,814.11 0.99995 $160,315.28 0.99995 $105,470.58 0.99995 $139,221.16 Page 34 City of Palo Alto Reassessment of University Avenue Off-Street Parking Assessment District 6/21/2007 TA BLE F PARCEL REASSESSMENT SPREAD DATA REASMT REMAINING NO.ASMT 245 $75,942.80 246 $75,942.80 247 $611,761.45 248 $442,999.67 249 $84,380.89 0.99995 250 $97,038.02 0.99995 251 $50,628.53 0.99995 252 $49,186.48 0.99995 253 $92,818.98 0.99995 254 $92,818.98 0.99995 255 $253,142.67 0.99995 256 $77,075.54 0.99995 257 $109,695.16 0.99995 258 $71,723.76 0.99995 259 $97,038.02 0.99995 260 $130,790.38 0.99995 261 $185,637.95 0.99995 262 $620,199.54 0.99995 263 $126,571.33 0.99995 264 $299,552.16 0.99995 265 $299,552.16 0.99995 266 $531,599.60 0.99995 267 $421,904.45 0.99995 268 $33,752.36 0.99995 269 $282,675.98 0.99995 270 $92,818.98 0.99995 271 $46,409.49 0.99995 272 $29,533.31 0.99995 273 $54,847.58 0.99995 274 $202,514.14 0.99995 275 $822,713.67 0.99995 276 $257,361.71 0.99995 277 $109,695.16 0.99995 278 $84,380.89 0.99995 279 $582,228.14 0.99995 280 $130,072.77 0.99995 281 $101,257.07 0.99995 282 $71,723.76 0.99995 283 $33,752.36 0.99995 284 $122,352.29 0.99995 285 $130,790.38 0.99995 286 $50,628.53 0.99995 287 $42,190.44 0.99995 288 $92,818.98 0.99995 289 $33,752.36 0.99995 290 $113,914.20 0.99995 291 $88,599.93 0.99995 292 $46,409.49 0.99995 REASMT REASMT FACTOR AMOUNT 0.99995 $75 938.81 0.99995 $75 938.81 0.99995 $611 729.34 0.99995 $442 976.42 $84 376.46 $97 032.93 $50 625.88 $49 183.90 $92 814.11 $92 814.11 $253 129.38 $77 071.49 $109,689.40 $71,719.99 $97,032.93 $130,783.51 $185,628.21 $620 166.99 $126 564.69 $299 536.44 $299 536.44 $531 571.70 $421 882.31 $33 750.58 $282 661.14 $92 814.11 $46 407.05 $29 531.76 $54 844.70 $202 503.51 $822 670.50 $257 348.21 $109 689.40 $84 376.46 $582 197.58 $130,065.94 $101,251.75 $71,719.99 $33,750.58 $122,345.87 $130,783.51 $50,625.88 $42,188.23 $92,814.11 $33,750.58 $113,908.22 $88,595.28 $46,407.05 Page 35 City of Palo Alto Reassessment of University Avenue Off-Street Parking Assessment District 6/21/2007 TABLE F PARCEL REASSESSMENT SPREAD DATA REASMT REMAINING REASMT NO.ASMT FACTOR 293 $244,704.58 0.99995 294 $130,790.38 0.99995 295 $63,285.67 0.99995 296 $8,438.09 0.99995 297 $135,009.42 0.99995 298 $105,476.11 0.99995 299 $80,161.85 0.99995 300 $670,828.07 0.99995 301 $97,038.02 0.99995 302 $67,504.71 0.99995 303 $59,066.62 0.99995 304 $105,476.11 0.99995 305 $25,314.27 0.99995 306 $75,942.80 0.99995 307 $33,752.36 0.99995 308 $29,533.31 0.99995 309 $8,438.09 0.99995 310 $8,438.09 0.99995 REASMT AMOUNT $244,691.74 $130,783.51 $63,282.35 $8,437.65 $135,002.34 $105,470.58 $80,157.64 $670 792.87 $97 $67 $59 $105 $25 $75 $33 $29 032.93 501.17 063.52 470.58 312.94 938.81 750.58 531.76 $8,437.65 $8,437.65 $37,516,969.00 $37,515,000.00 Page 36 City of Palo Alto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report June 21, 2007 Page 37 IX.REASSESSMENT ROLL TABLE G REASSESSMENT ROLL [provided on the %llowing pages] Q "J’alo Alto’J_Jniv Dr\refundmg’Palo Alto [efunding’,*eporIs",Fmal Reassessmem Report Draft 21june07 doc City of Palo Alto Reassessment of University Avenue Off-Street Parking Assessment District 6121/2007 REASMT NO.APN 101 120-03-023 102 120-03-024 103 120-03-025 104 120-03-027 105 120-03-030 106 120-03-031 107 120-03-032 108 120-03-033 109 120-03-035 ¯ 110 120-03-037 111 120-03-063 112 120-03-064 113 120-03-066 114 120-03-067 115 120-03-069 116 120-03-071 117 120-03-085 118 120-14-091 119 120-14-092 120 120-14-101 12!120-14-110 122 120-14-111 123 120-15-002 124 120-15-003 125 120-15-004 126 120-15-005 127 120-15-006 128 120-15-007 129 120-15-010 130 120-15-011 131 120-15-013 132 120-15-015 133 120-15-016 134 120-15-017 135 120-15-018 136 120-15-020 137 120-15-022 138 120-15-023 139 120-15-027 140 120-15-028 141 120-15-029 142 120-15-031 143 120-15-032 144 120-15-033 145 120-15-034 146 120-15-038 147 120-15-041 148 120-15-042 149 120-15-043 PRELIMINARY REASSESSMENT ROLL REASSESSM ENT AMOUNT $16,394.64 $131,157.08 $464,070.55 $4,218.83 $270,004.69 $143,439.98 $253,129.38 $71,719.99 $84,376.46 $156,096.45 $215,159.98 $75,938.81 $548,447.00 $156,096.45 $1,489,244.54 OWNER Modulus Investment Co. Modulus Investment Co. Recore LLC Sedelmeyer, Charles L. and Barbara S. Palo Alto Improvement Co. Brandt, James A. Trustee JTC J L S Associates II TP University Ave. Assocs. LLC Rugtiv, George M. and Barbara M. Trustee Hamilton Webster JT Ven Et AI Johnson, Lurid M. Trustee Et AI 505 Hamilton Avenue Partners Del Secco, Carol and Clayton R. Trustee C M Capital Corporation $430,319.95 $286,879.97 $13,115.71 $126,564.69 $156,096.45 $160,315.28 $147,658.81 $139,221.16 $118,127.05 $88,595.28 $3,278.93 $16,875.29 $25,312.94 $54,844.70 $16,875.29 $333,287.02 $84,376.46 $147,658.81 $50,625.88 $84,376.46 $8,437.65 $25,312.94 $25,312.94 $113,908.87 $88,595.28 $67,501.17 $71,719.99 $88,595.28 $6,076.22 $33,750.78 $67,501.17 $63,282.35 $67,501.17 $139,221.16 Johnson-Himsl Partnership, Et AI Morris Associates V - Fresno Land Only Jacaruso, Donato A. and Pasqualina A. 505 Hamilton Avenue Parts, LP Kelley, Richard R. Jr. Kelley, Richard R. Jr. Et AI Campbell Associates II, A PTSP Gray, Lyle Trustee & Et AI Hatasaka, Harry H. and Sadako M. Trustee 401 Florence Associates LTD Oeschger, Dorothea E. Trustee Ely Family Partnership, LP Burge, Richard G. Trustee First American Title Guaranty Co. Thoits Bros. Inc. MPB Associates LLC Thoits Bros. Inc. RRC A Limited Liability Co. Kulemin, Elizabeth A. Trustee & Et AI Swain, Martha P. Trustee & Et AI Thoits Bros. Inc. Orwitz, Dorothy L. Et AI Thoits Bros. Inc. Kulemin, Elizabeth A. Trustee & Et AI Wong, Jaime Trustee & Et AI Christiansen, Richard T. Trustee & Et AI Ferrando, Donald Trustee & Et AI Shearer, Elaine M. Trustee Michaelas Flower Shop Haley, Kathleen E, Trustee & Et AI Fraser, Alice G. Trustee & Et AI Childress, Kathryn A. Et AI Rapp, Roxy H. and Michelle R. Trustee Rapp, Roxy H. Trustee & Et AI Page 38 City of Palo Alto Reassessment of University Avenue Off-Street Parking Assessment District 6/21/2007 PRELIMINARY REASSESSMENT ROLL REASMT REASSESSMENT NO.APN AMOUNT 150 120-15-044 $18,839.83 151 120-15-045 $565,322.29 152 120-15-046 $71,719.99 153 120-15-048 $147,658.81 154 120-15-050 $181,409~39 155 120-15-051 $105,470.58 156 120-15-052 $88,595.28 157 t20-115-053 $405,007.01 158 120-15-057 $493,602.30 159 120-15-058 $261,567.03 160 120-15-059 $126,564.69 161 120-15-060 $282,661.14 162 120-15-062 $63,282.35 163 120-15-063 $50,625.88 164 120-15-064 $59,063.52 165 120-15-065 $240,472.91 166 120-15-066 $164,534.10 167 120-15-067 $295,317.61 168 120-15-068 $135,002.34 169 120-15-069 $379,694.07 170 120-15-070 $130,783.51 171 120-15-071 $164,534.10 172 120-15-072 $864,858.73 173 120-15-074 $113,908.22 174 120-15-075 $265,785.85 175 120-15-076 $139,221.16 176 120-15-077 $248,910.56 177 120-15-078 $88,595.28 178 120-15-082 $29,531.76 179 120-15-083 $143,439.98 180 120-15-084 $130,783.51 181 120-15-085 $194,065.86 182 120-15-090 $151,877.63 183 120-15-091 $147,658.81 184 120-15-094 $767,825.80 185 120-15-101 $168,752.92 186 120-15-102 $1,695,966.87 187 120-15-103 $569,541.11 188 120-15-106 $42,188.23 189 120-15-107 $135,002.34 190 120-16-032 $21,094.12 191 120-16-033 $67,501.17 192 120-16-035 $75,938.81 193 120-16-096 $459,851.71 194 120-25-099 $97,032.93 195 120-25-109 $42,188.23 196 120-25-110 $62,299.61 197 120-25-118 $71,719.99 198 120-25-119 $244,691.74 OWNER Sevy, Caroline P. Trustee Masonic Temple Assn. Melanie Barry Properties, L.P. Denson, Dale H. and Nancy S. Et AI Giovannotto, Salvatore and Stella Trust Melanie Barry Properties, L.Po Melanie Barry Properties, L.P. Wells Fargo Bank Corporate Properties Group 300 University Associates Cranston, Alan Trustee & Et AI Hanna, Marianne L. and Fulgham Lynn L. Et AI Wong, Jaime and Elizabeth H. Trustee Stankovic, Frieda Trustee & Et AI Rapp, Roxy H. and Michelle R. Trustee Toya, Yoshimitsu and Takeko Trustee Levett, Dennis A Et AI Stanco Properties Corp Kling Associates Inc. Nagy, Charles E. and Martha Trustee Palo Alto Theatre Corporation Barry, Frank R. Jr. Trustee University President Assocs. LLC Cowper Square Partners c/o Webster Financial Lozano Inc. Cowper-Hamilton Associates Hafezi, Badroizaman R. and Mostafa Giovannotto, Salvatore and Stella Trust Douglas, Donald K. and MaryEIlen K. Trust Denson, Dale H. and Nancy K Hoffacker, Edward D. Ill Et AI Edelstein, Charles R. and Sara J. Trustee Jaime Wong and Elizabeth Han Shu Wong Trustees Felt, Tom R. Trustee & Et AI Hansen, Paul J. Trustee Henry Bullock/Richard Holstrom Wu, Rowena S. Pacific Bell Real Estate Office Stankovic, Alexander and Frieda Trustee Giovannotto, Salvatore and Stella Trust City of Palo Alto (BryantJFIorence/Lytton)Attn: Joe Sac Keenan, Charles J. III Trustee & Et AI Levett, Dennis A. Irvine, Perry A. and Romiey-lrvine Linda Hamilton Associates 300 Kidder, W. Jack Et AI Lichtenstein Properties LP Jack Dymond Assocs Webster Developments Inc. Et AI Webster Square Associates Page 39 City of Palo Alto Reassessment of University Avenue Off-Street Parking Assessment District 6121/2007 REASMT NO.APN 199 120-25-132 200 120-25-152 201 120-26-003 202 120-26-006 203 120-26-008 204 120-26-009 205 120-26-010 206 120-26-013 207 120-26-015 208 120-26-016 209 120-26-017 210 120-26-018 211 120-26-020 212 120-26-021 213 120-26-022 214 120-26-023 215 120-26-025 216 120-26-026 217 120-26-028 218 120-26-029 219 120-26-030 220 120-26-031 221 120-26-033 222 120-26-034 223 120-26-037 224 120-26-038 225 120-26-039 226 120-26-043 227 120-26-044 228 120-26-045 229 120-26-046 230 120-26-047 231 120-26-048 232 120-26-054 233 120-26-055 234 120-26-059 235 120-26-060 236 120-26-061 237 120-26-062 238 120-26-063 239 120-26-064 240 120-26-065 241 120-26-066 242 120-26-067 243 120-26-069 244 120-26-070 245 120-26-071 246 120-26-072 247 120-26-073 PRELIMINARY REASSESSMENT ROLL REASSESSMENT AMOUNT $223,597.62 $295,317.61 $71,719.99 $240,472.91 $253,129.38 $54,844.70 $181,409.39 $75,938.81 $63,282.35 $33,750.58 $37,969.41 $160,315.28 $202,503.51 $122,345.87 $92,814.11 $177,190.57 $50,625.88 $101,251.75 $113,908.22 $126,564.69 $151,877.63 $295,317.61 $219,378.80 $67,501.17 $147,658.81 $172,971.75 $143,439.98 $253,129.38 $223 597.62 $417 663.48 $46 407.05 $105 470.58 $135 002.34 $168 752.92 $126 564.69 $168 752.92 $303 755.26 $227,816.44 $84,376.46 $151,877.63 $712,981.10 $607,510,52 $92,814.11 $160,315.28 $105,470.58 $139,221.16 $75,938.81 $75,938.81 $611,729.34 OWNER 505 Hamilton Avenue, Partnership, LP. 245 Lytton Ave Part LP Gibson, G. Drew Jr. Trustee & Et AI Comerica Bank-California Klages, Donald N. Trustee & Et AI. Thoits Bros. Inc. Ames, Edward P. Trustee Eng, Jack L. Et AI Ramona Associates Kang Barney and Young Halleck, Ross Trustee & Et AI Mills, Frank H. and Shirley A Trustee Ponce College of Beauty of Fresno Crittenden, Howard B. III Trustee Brandt, James A. and Linda Pahc Apartments Inc. Del Secco, Carol and Clayton R. Trustee Palo Alto Theatre Corporation Sunshine Investment Company Hoffacker, Bernhard J. Jr Et AI Emerson University Investments LP 151 University Ave LLC Athena Enterprises LLC Ferrando, Donald and Diane E. Trustee Koch, Phillis V. Trustee One Twenty Five University LTD Partner Sagar Partners McLaughlin, Herbert High Street Project Thoits Bros. Inc. Huynh Tu Ha and Vi Hue Le Hatami-Fard Naghi Trustee & Et al Eu, James K and Grace L Toya, Yoshimitsu and Takeko D. Trustee Toya, Yoshimitsu and Takeko D. Trustee Patrick, James M Nagy, Charles E. and Martha Trustee Stankovic, William Et AI Christiansen, Janet A. Trustee & Et At Thoits Bros. Inc. Thoits Bros. Inc. Alhouse-Hamilton Alhouse-Hamilton De Lemos Properties De Lemos Properties Ramona 530 Helwig, Jennie C. Trustee & Et AI Dukes, Darrell E. and Angelin M. Trustee Dahl, Bjarne B. Trustee & Et AI Page 40 City of Palo Alto Reassessment of University Avenue Off-Street Parking Assessment District 6/21/2007 PRELIMINARY REASSESSMENT ROLL REASMT REASSESSMENT NO.APN AMOUNT 248 120-26-074 $442,976.42 249 120-26-075 $84,376.46 250 120-26-079 $97,032.93 251 120-26-080 $50,625.88 252 120-26-081 $49,183.90 253 120-26-083 $92,814.11 254 120-26-084 $92,814.11 255 120-26-085 $253,129.38 256 120-26-086 $77,071.49 257 120-26-089 $109,689.40 258 t20-26-091 $71,719.99 259 120-26-092 $97,032.93 260 120-26-093 $130,783.51 261 120-26-095 $185,628.21 262 120-26-097 $620,166.99 263 t20-26-098 $126,564.69 264 120-26-100 $299,536.44 265 120-26-101 $299,536.44 266 120-26-102 $531,571.70 267 120-26-103 $421,882.31 268 120-26-106 $33,750.58 269 120-26-108 $282,661.14 270 120-27-002 $92,814.11 271 120-27-003 $46,407.05 272 120-27-004 $29,531.76 273 120-27-005 $54,844.70 274 120-27-006 $202,503.51 275 120-27-007 $822,670.50 276 120-27-008 $257,348.21 277 120-27-009 $109,689.40 278 120-27-010 $84,376.46 279 120-27-011 $582,197.58 280 120-27-012 $130,065.94 281 120-27-013 $101,251.75 282 120-27-014 $71,719.99 283 120-27-015 $33,750.58 284 120-27-016 $122,345.87 285 120-27-017 $130,783.51 286 120-27-018 $50,625.88 287 120-27-019 $42,188.23 288 120-27-020 $92,814.11 289 120-27-022 $33,750.58 290 120-27-023 $113,908.22 291 120-27-024 $88,595.28 292 120-27-025 $46,407.05 293 120-27-026 $244,691.74 294 120-27-027 $130,783.51 295 120-27-034 $63,282.35 296 120-27-035 $8,437.65 OWNER Scher, Meyer and Hannah Et AI Sullivan, Ronald I Trustee & Et AI Michael-Patrick Inc. Shearer, Clyde Et AI Bell, Valeria D. Leung, Vera Trustee & Et AI Bettencourt, Robert T. Trustee & Et AI Hamilton Associates Tsai Margaret Life Estate Vandervoort, Jill Fasani, Steven h Trustee & Et AI Keenan, Charles J III Trustee Vandervoort, Jill Trustee City of Palo Alto attn: Joe Saccio 505 Hamilton Ave Parts LP Iverson, Nellie J. and Milton C. Trustee 251 University Avenue Associates Digital Equipment Corp 101 University 250 University Avenue Associates Emerson Associates Zachariah Inc. Zachariah Inc. Bibbler, James O. and Linda J. Bibbler, James O. and Linda J. Lawrence S. Kuechler Casa, Qlga Thoits Bros. Inc. Gatley Properties LLC Forest Casa Real LLC City of Palo Alto (Civic Center) Attn: Joe Saccio Rector, Doris J. Trustee & Et AI Barnes Sheila M 636 Ramona Associates Tahir, Ravil and Galina Palo Alto Art Club, The Holzman, E.H. Trustee & Et AI Cardinal Cleaners Inc. Tseng, Alexander A. and Martha L. Trustee Maxwell, Donald R. and Theresa M. Et AI Melchor Corporation Thoits Bros. Inc. Thoits Bros. Inc. Konigsreiter,, Ruth E. Et AI Palo Alto Theatre Corporation Aldinger, Leroy R. Trustee & Et AI Thomas, Sherman L. Trustee & Et AI Pierce, Steve and Carolyn L Page 41 City of Palo Alto Reassessment of University Avenue Off-Street Parking Assessment District 6/21/2007 PRELIMINARY REASSESSMENT ROLL REASMT REASSESSMENT NO.APN AMOUNT 297 120-27-038 $135,002.34 298 120-27-039 $105,470.58 299 120-27-084 $80,157.64 300 120-27-087 $670,792.87 301 120-27-090 $97,032.93 302 120-61-001 $67,501.17 303 120-61-012 $59,063.52 304 120-61-023 $105,470.58 305 120-62-001 $25,312.94 306 120-62-002 $75,938.81 307 120-62-021 $33,750.58 308 120-62-022 $29,531.76 309 120-68-012 $8,437.65 310 120-68-013 $8,437.65 OWNI~R Zachariah Inc. U.S. Trust Company of Ca., TTEE Smidt, Samuel and Marlene J. trustee Seabiscuit LLC Et AI U.S. Trust Company of Ca., TTEE Investors of Forest Plaza Investors of Forest Plaza Investors of Forest Plaza Mart, Eric IR. and Janic N. Trustee Polo Properties LLC Levett, Dennis A. Et AI Charlton, Randolph S. Trustee & Et AI Wood, Allen D. Trustee Wood, Allen D. and Mary L Trustee Page 42 City of Palo Alto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report X.PROPOSED AUDITOR’S RECORD TABLE H AUDITOR’S ~PORT June 21, 2007 Page 43 [provided on the following pages] Q ’Palo Alto\Umv Dr\refundmg’,Palo Alto refunding’,[eports\Final Reassessmem R.epon Draft 21.iune07 doc oo ~~0000000000000000000000000000 6666o66oo&oo6o66ooo6&ooo66oooooo .00 o~ ~00000000000000~~~~~~000 ~666666666666666666666666666666 oo o Z o 00000000000000000000~~00000~ ~6&&6665666~666666666665666666666 oo oo o ~00000000000000 ~~00~~ , ~6666666566666566&66666666666&66 oo OE’< ~~~~~~~0~000000~~000000000000000000~0000000000 ooo&oooooo66ooo66oo666 666o 60 o © ~~~~~~~00000~~0~0000000000000000000~~00000~ 66666665666666666666666666666666 ~~0000000000000000000000000000 oo o’5 C)C) o~ © ~- © ~ -< C3 o~ City of Palo Alto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report June 21, 2007 Page 65 XI.REASSESSMENT DIAGRAM The Reassessment Diagram, although bound separately, is incorporated herein by this reference. A reduced and not-to-scale copy of the Reassessment Diagram is reproduced here for ret-crence and is provided on tt~e following pages. Q \Pah~ Alto~l_!niv Dr~refunding’zPalo Aim refundingxJepor~s\Fmal Reassessment Reporl Draii 21june07 doc L~J Z t"--oo z 0 133WI~ 1B3WIS 233~1S L33alS....... L33~±S VM7V W _L.338.LS X37W3AVA ±NVA~8 HOIH W Z0 OSSVI .L33UIS U31SB3M U3ddOO A37~3AVM City of Palo Alto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report June 21, 2007 Page 70 XII.ENGINEER’S CERTIFICATION FOR SUMMARY PROCEEDINGS UNDER STREETS AND HIGHWAYS CODE SECTION 9525 I do hereby reassess and apportion the portion of the total amount of the cost and expenses of the reassessment and refunding upon the several lots, pieces or parcels or portions of lots or subdivisions of land liable therefore and benefited thereby, and hereinafter numbered to correspond with the numbers upon the attached diagram, upon each, severally and respectively, in accordance with the benefits to be received by such subdivisions, respectively, from the acquisitions and improvements, and more particularly set forth in the list hereto attached and by reference made a part hereof. To assist the City Council in inaking the findings necessary, under Streets and Highways Code Section 9525, to order the issuance of the Refunding Bonds without the necessity otnotice and public hearing, I reiterate that the Reassessment was spread by reducing the principal amount of assessment for every parcel ira the Assessment District, The Reassessment Auditor’s Record, although it uses an estimated interest rate, nonetheless uses a rate that is less than the rates on the Prior Bonds. Finally, the length of time that assessment installments are to be collected was noz increa,s’ed for any parcel in the Assessment District. This has resulted in the following: By comparing Section VII of this Report (AUDITOR’S RECORDS FOR THE PRIOR DISTRICT) with Section Xll of this Report (PROPOSED AUDITOR’S RECORD), it may be seen, and I certify, that eacti estimated annual installment of principal and interest on the Reassessment, for all subdivisions of land within the Assessment District, is less than the corresponding annual installment of principal and interest on the portion of the original assessment being superseded and supplanted. Further, that reduction is the same percentage for all subdivisions of land. By looking at Section lI of this Report (DEBT SERVICE SCHEDULES FOR THE PRIOR BONDS AND COMPARISON TO ESTIMATED DEBT SERVICE SCHEDULE FOR THE REFUNDING BONDS), it may be seen, and ! certify, that the number of years to maturity of the Refunding Bonds is not more than the number of years to last maturity of the Prior Bonds. By looking at Section VIII of this Report (COMPARISON OF REMAINING ORIGINAl_ ASSESSMENTS TO REASSESSMENTS) it may be seen, and 1 certify, that the principal amount of the Reassessment on each subdivision of land within the Assessment District is less than the portion of the original assessment being superseded and supplanted. Further, that reduction is the same percentage for all subdivisions of land within the Assessment District. Q \Pa[o Alto\Umv Dr~,refundmg\I’alo Alto lefundmgXaeports\Fmal Reassessment Report Draft 21.iune07 doc City of Palo Alto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report June 21, 2007 Page 7! Notice is hereby given that seria! refunding bonds to represent up_paid rcassessmcnts and bear interest at the rote ofno~ to exceed twelve percent (12°,’;) per annum, or stmh higher rate of interest as may be authorized by applicable law at tl~e time of sale of such bonds, will be issued hereunder in the rammer provided by Chapter 3 of Division 11.5 of the Streets and Highways Code. the Refunding Act of 1984 for 1915 Improvement Act Bonds, and the last installment of" such refunding bonds shall mature not to exceed September 2, 2030. Dated: Jtme 21,2007 Cox. Reg2sessment Engineer Harris & Associates, Civil Engineers R.C.E. No. 41965 City of Palo Alto University Avenue Area Off-Street Parking Assessment District Reassessment Engineer’s Report June 21, 2007 Page 72 XIII.ANNUAL COLLECTION OF EXPENSES kinder the authority of Streets and Highways Code Section 9505, the City may instruct the Auditor to add amounts to the annual reassessment installment for each parcel to cover the City’s expenses of collecting the reassessment installments and administering the Assessment District and Bonds in accordance with the provisions of Sections 8682 and 8682.1 of the Streets and Highways Code. Q ’,.Pa[o Alto\Un~v Dr,re~’ur~dmg Palo A~to re/undmg’,repor~s’,Fmal Reassessment Repoct Draf] 2 l.iune07 doc 26005-61 EXHIBIT B 5-7-07 5-28-07 6-25-07 7-3-07 PAYING AGENT AGREEMENT by and between CITY OF PALO ALTO and U.S. BANK NATIONAL ASSOCIATION, as Paying Agent Dated as of July 1, 2007 Relating to: Limited Obligation Refunding Improvement Bonds CITY OF PALO ALTO University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) TABLE OF CONTENTS Pa~__~e Section 1,01, Section 1.02. Section 1.03. ARTICLE I DEFINITIONS AND STATUTORY AUTHORITY Defimtlons ....................................................................................................................................... Authority for this Agreement .........................................................................................................10 Agreement for Benefit of Bondowners ..........................................................................................10 Section 2,01. Section 2.02. Section 2.03. Section 2,04. Section 2.05. Section 2.06. Section 2.07. Section 2.08. Section 2.09. ARTICLE II THE BONDS Authorized .....................................................................................................................................11 Terms of Bonds .............................................................................................................................11 Redemption ....................................................................................................................................12 Form of Bonds ...............................................................................................................................14 Execution and Authentication of Bonds ........................................................................................14 Transfer and Exchange of Bonds ...................................................................................................15 Bond Register ................................................................................................................................15 Temporary Bonds ............................................................................................................................ Bonds Mutilated, Lost, Destroyed or Stolen ..................................................................................16 ARTICLE III ISSUANCE OF BONDS Section 3.01. Issuance and Deliver.,,, of Bonds ....................................................................................................18 Section 3.02. Validity of Bonds ...........................................................................................................................18 Section 3.03. Pledge of Reassessments and Funds ..............................................................................................18 Section 3.04. Limited Obligation .........................................................................................................................18 Section 3.05. No Acceleration .............................................................................................................................18 Section 3.06. Refunding of Bonds .......................................................................................................................18 ARTICLE IV FUNDS Section 4,01. Deposit of Bond Proceeds ............................................................................................................20 Section 4.02. Costs of Issuance Fund ..................................................................................................................20 Section 4,03. Redemption Fund ..........................................................................................................................21 Section 4,04. Reserve Fund .................................................................................................................................22 Section 4,05. Escrow Funds ................................................................................................................................23 Section 4.06. Prior Bonds Improvement Fund ....................................................................................................23 Section 5,01. Section 5,02. Section 5.03. Section 5,04. Section 5,05. Section 5.06. Section 5,07. Section 5,08. Section 5,09. Section 5,10. Section 5.11. ARTICLE V COVENANTS Collection of Reassessments ..........................................................................................................25 Foreclosure ....................................................................................................................................26 Punctual Payment; Compliance With Documents .........................................................................26 No Priority fBr Additional Obligations ..........................................................................................26 Further Assurances ........................................................................................................................27 Private Activity Bond Limitation ...................................................................................................27 Federal Guarantee Prohibition .......................................................................................................27 No Arbitrage ..................................................................................................................................27 Rebate Requirement .......................................................................................................................27 Yield of the Bonds .........................................................................................................................27 Amendment ....................................................................................................................................27 -i- Section 5.12. Maintenance of Tax Exemption .....................................................................................................27 Section 5.13. Continuing Disclosure ...................................................................................................................27 Section 6.01. Section 6.02. Section 6.03. Section 6.04. ARTICLE VI INVESTMENTS; LIABILITY OF THE CITY Deposit and Investment of Moneys in Funds .................................................................................28 Acquisition, Disposition and Valuation of Investments .................................................................28 Liability of City .............................................................................................................................28 Employment of Agents by City ......................................................................................................29 ARTICLE VII THE PAYING AGENT Section 7.01. Appointment of Paying Agent .......................................................................................................30 Section 7.02. Liability of Paying Agent ...............................................................................................................31 Section 7.03. Information; Books and Accounts .................................................................................................32 Section 7.04. Notice to Paying A,~ent ...................................................................................................................~2 Section 7.05. Compensation; Indemnification .....................................................................................................32 Section 7.06. Interaction With the City ...............................................................................................................32 ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section 8.01. Amendments Permitted ..................................................................................................................34 Section 8.02. Owners’ Meetings ..........................................................................................................................34 Section 8.03. Amendment with Written Consent of Owners ...............................................................................34 Section 8.04. Disqualified Bonds ........................................................................................................................35 Section 8.05. Effect of Supplemental Agreement ................................................................................................35 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendment ................................................36 Section 8.07. Amendatory Endorsement of Bonds ..............................................................................................36 Section 9.01. Section 9.02. Section 9.03. Section 9.04. Section 9.05. Section 9.06. Section 9.07. Section 9.08. Section 9.09. Section 9.10. Section 9.11. Section 9.12. Section 9.13. ARTICLE IX MISCELLANEOUS Benefits of Agreement Limited to Parties ......................................................................................37 Successor is Deemed Included in All Reference to Predecessor ...................................................37 Discharge of Agreement ................................................................................................................37 Execution of Documents and Proof of Ownership by Owners ......................................................38 Waiver of Personal Liability ..........................................................................................................38 Notices to and Demand on City and Paying Agent ........................................................................38 Partial Invalidity ............................................................................................................................38 Unclaimed Moneys ........................................................................................................................39 Applicable Law ..............................................................................................................................39 Conflict with Act ...........................................................................................................................39 Conclusive Evidence of Regularity ................................................................................................39 Payment on Business Day ..............................................................................................................39 Counterparts ........................................................’ ..........................................................................39 EXHIBIT A: FORM OF BOND -ii- PAYING AGENT AGREEMENT THIS PAYING AGENT AGREEMENT (this "Agreement") is made and entered into as of July 1, 2007, by and between the City of Palo Alto, a chartered city and a political subdivision of the State of California (the "City") and U.S. Bank National Association, as paying agent (the "Paying Agent"), W1 TNE S S E TH: WHEREAS, on July 23, 2007, the City Council of the City passed and adopted Resolution No. ~ entitled "Resolution of Intention to Levy Reassessments and to Issue Refunding Bond" (the "Resolution of Intention") relating to the levy of reassessments and issuance of refunding bonds pursuant to the Refunding Act of 1984 for 1915 Improvement Bonds, Division 11.5 (commencing with Section 9500) of the Streets and Highways Code of California (the "Act") in and for the City’s "University Avenue Area Off-Street Parking Assessment District" (the "Assessment District") and by the Resolution of Intention, the City Council of the City provided that refunding improvement bonds as more particularly described herein would be issued and reference to the Resolution of Intention is hereby expressly made for further particulars; WHEREAS, under the provisions of the Act, on July 23, 2007, the City Council of the City adopted its Resolution No. entitled "Resolution Authorizing the Issuance of Refunding Bonds and Approving and Authorizing Related Documents and Actions" (the "Resolution of Issuance"), which resolution, among other matters, authorized the issuance of refunding improvement bonds of the City designated "Limited Obligation Refunding Improvement Bonds, City of Palo Alto University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007)" (the "Bonds"), upon the security of the unpaid reassessments and provided that said issuance would be in accordance with the Act and this Agreement, and authorized the execution hereof; WHEREAS, a portion of the proceeds of the Bonds shall be used to retire, in advance of their scheduled maturities, two series of special assessment bonds issued and delivered by the City for the District: (i) $9,135,000 initial principal amount Limited Obligation Improvement Bonds City of Palo Alto University Avenue Area Off-Street Parking Assessment District Series 2001-A (the "2001-A Bonds"), which are currently outstanding in the principal amount of $8,555,000 and (ii) $35,460,000 initial principal amount Limited Obligation Improvement Bonds City of Palo Alto University Avenue Area Off-Street Parking Assessment District Series 2002-A (the "2002-A Bonds," and together with the 2001-A Bonds, the "Prior Bonds"), which are currently outstanding in the principal amount of $29,825,000; WHEREAS, it is in the public interest and for the benefit of the City and the owners of the Bonds that the City enter into this Agreement to provide for the issuance of the Bonds, the disbursement of proceeds of the Bonds, the disposition of the reassessments securing the Bonds and the administration and payment of the Bonds; and WHEREAS, the City has determined that all things necessary to cause the Bonds, when authenticated by the Paying Agent and issued as provided in the Act, the Resolution and this Agreement, to be legal, valid and binding and limited obligations in accordance with their terms, and all things necessary to cause the creation, authorization, execution and delivery of this Agreement and the creation, authorization, execution and issuance of the Bonds, subject to the terms hereof, have in all respects been duly authorized; NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: -2- ARTICLE I DEFINITIONS AND STATUTORY AUTHORITY Section 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.01 shall, for all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to Articles, Sections and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof. "Act" means the Refunding Act of 1984 for 1915 Improvement Act Bonds, being Division 11.5 of the California Streets and Highways Code. "Agreement" means this Paying Agent Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement adopted pursuant to the provisions hereof. "Assessment District" means the area within the City designated "University Avenue Area Off-Street Parking Assessment District" referenced in proceedings by the City under the Act and the Resolution of Intention. "Auditor" means the auditor/controller of the County, or such other official at the County who is responsible for preparing property tax bills. "Authorized Officer" means the Mayor, City Manager, City Clerk, City Attorney, Finance Director, Director of Public Works, or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by an Authorized Officer. "Bond or Bonds" means Limited Obligation Refunding Improvement Bonds, City of Palo Alto, University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007), at any time Outstanding under this Agreement or any Supplemental Agreement. "Bond Counsel" means any attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Law" means the Improvement Bond Act of 19!5, as amended, Division I0 of the California Streets and Highways Code. "Bond Register" means the books or other records maintained by the Paying Agent under Section 2.07 hereof for the registration and transfer of the Bonds. -3- "Bond Year" means the one-year period beginning on September 2 in each year and ending on September 1 in the following year except that the first Bond Year shall begin on the Closing Date and the last Bond Year may end on a prior redemption date. "Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the state in which the Paying Agent has its principal corporate trust office are authorized or obligated by law or executive order to be closed. "City" means the City of Palo Alto, and any successor thereto. "City Attorney" means the City Attorney of the City or other designated counsel to the City with respect to the Assessment District. "Clerk" means the City Clerk or Deputy or Assistant City Clerk of the City. "Closing Date" means the date upon which there is a physical delivery of the Bonds in exchange for the amount representing the purchase price of the Bonds by the Original Purchaser. "Continuing Disclosure Certificate" means the certificate by that name dated the date of issuance and delivery of the Bonds and executed by the City, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "’Costs of Issuance Fund" means the fund designated "Limited Obligation Refunding Improvement Bonds, City of Palo Alto University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007), Costs of Issuance Fund" established and administered under Section 4.02 hereof. "Council" means the City Council as the legislative body of the City. "County" means the County of Santa Clara, State of California. "’Dated Date" means the date of Bonds which is the Closing Date. "Debt Service" means, for each Bond Year, the sum of (i) the interest due on the Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Bonds due in such Bond Year. "Escrow Agreements" means, collectively, the 2001-A Escrow Agreement and the 2002- A Escrow Agreement. "Escrow Funds" means, collectively, the 2001-A Escrow Fund and the 2002-A Escrow Fund. "Escrow Holder" means the Paying Agent acting as Escrow Holder under the Escrow Agreement. -4- "Fair Market Value" means for purposes of valuing the Permitted Investments, the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Tax Code) and, otherwise, the term "fair market value" means the acquisitions price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury Security--State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the City and related parties do not own more than a ten percent (10%) beneficial interest if the return paid by such fund is without regard to the source of investment. "Federal Securities" means any of the following which at the time of investment are legal investments under the taws of the State of California for the funds purported to be invested therein: (a) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America); and (b) obligations of any agency, department or instrumentality of the United States of America the timety payment of principal of and interest on which are fully guaranteed by the United States of America. "Finauce Director" means the chief financial officer of the City or deputy or designee thereof, including the Director of Administrative Services. "Fiscal Year" means the twelve-month period extending from July ! in a calendar year to June 30 of the succeeding year, both dates inclusive. "Information Services" means Financial Information, Inc.’s "Daily Called Bond Service," 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information Services’ Called Bond Service, 55 Broad Street, 28th Floor, New York, New York 10004; Moody’s Investors Service Municipal and Government," 99 Church Street, New York, New York 10007, Attention: Municipal News Reports; Standard & Poor’s Corporation "Called Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such services providing information with respect to called bonds as the City may designate in an Officer’s Certificate delivered to the Paying Agent. "Interest Payment Dates" means March 2 and September 2 of each year, commencing March 2, 2008. -5- "List of Unpaid Reassesstnents" means the list on file with the Finance Director showing the amounts of the Reassessments upon each of the parcels in the Assessment District. "Maximunt Annual Debt Service" means the largest Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. "Officer’s Certificate" means a written certificate of the City signed by an Authorized Officer of the City. "Original Purchaser" means the first purchaser of the Bonds from the City. "Outstanding" when used as of any particular time with reference to Bonds, means, subject to the provisions of Section 8.04, al! Bonds except: (a) Bonds theretofore canceled by the Paying Agent or surrendered to the Paying Agent for cancellation; (b) 9.03; Bonds paid or deemed to have been paid within the meaning of Section (c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City pursuant to this Agreement or any Supplemental Agreement. "Owner" or "Bond Owner" means the registered owner of any Outstanding Bond as shown on the Bond Register of the Paying Agent under Section 2.08 hereof. "Participating Underwriter" shall have meaning ascribed to thereto in the Continuing Disclosure Certificate. "Paying Agent" means U.S. Bank National Association, as the Paying Agent appointed by the City and acting as an independent Paying Agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01 hereof. "Permitted Investments" means the following, but only to the extent that the same are acquired at Fair Market Value: (a)Federal Securities; (b) securities (other than those identified in paragraphs (a) and (d) of Section 53601 of the Government Code of the State) in which the City may legally invest funds subject to its control, pursuant to Article 1, commencing with Section 53600, of Chapter 4 of Part 1 of Division 2 of Title 5 of the Government Code of the State, as now or hereafter amended; -6- (c) shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the California Government Code which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the California Government Code, as it may be amended, including but not limited to the California Arbitrage Management Program (CAMP); (d) the Loca! Agency Investment Fund of the State of California, created pursuant to Section 16429.1 of the California Government Code, to the extent the Finance Director is authorized to register such investment in the City’s name; (e) investment agreements or guaranteed investment contracts, with or guaranteed by a financial entity whose long-term unsecured obligations are rated "AA" or better by Moody’s Investor’s Service ("Moody’s) and Standard and Poor’s Ratings Group ("S&P"), and whose short term debt is rated no lower than the corresponding level of rating category for such debt and such agreement or contract shall provide that the financial entity shall deposit collateral with a third party in accordance with criteria established by Moody’s and S&P in the event that the rating of short or long-term debt of the entity is downgraded below then-current requirements of Moody’s and S&P for such agreements or contracts; (f) money market funds (including money market funds for which Paying Agent, its affiliates or subsidiaries provide investment advisory or other management services) which are rated Am or better by S&P (g) any of the following direct or indirect obligations of the following agencies of the United States of America: (i) direct obligations of the Export-Import Bank; (ii) certificates of beneficial ownership issued by the Farmers Home Administration; (iii) participation certificates issued by the General Services Administration; (iv) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal Housing Administration; (v) project notes issued by the United States Department of Housing and Urban Development; and (vi) public housing notes and bonds guaranteed by the United States of America; (h) interest-bearing demand or time deposits (including certificates of deposit) in federal or state chartered savings and loan associations or in federal or State of California banks, provided that (i) the unsecured short-term obligations of such commercial bank or savings and loan association shall be rated A1 or better by S&P, or (ii) such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation; (i) commercial paper rated in the highest short-term rating category by S&P, issued by corporations which are organized and operating within the United States of America, and which matures not more than 180 days following the date of investment therein; -7- (j) bankers acceptances, consisting of bills of exchange or time drafts drawn on and accepted by a commercial bank whose short-term obligations are rated in the highest short-term rating category by S&P, which mature not more than 270 days following the date of investment therein; (k) obligations the interest on which is excludable from gross income pursuant to Section 103 of the Tax Code and which are rated A or better by S&P. "Prepayment Account" means the account within the Redemption Fund and designated "Limited Obligation Refunding Improvement Bonds, City of Palo Alto University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007), Redemption Fund Prepayment Account" established and administered under Section 4.04 hereof. "Principal Amount" means the aggregate principal amount of the Bonds authorized under this Agreement which is Million Thousand DoIlars ($ ). "Principal Office" means the corporate trust office of the Paying Agent in San Francisco, California, located at such address as shall be specified in a written notice by the Paying Agent to the City under Section 9.06 hereof and, except for payment, registration, presentation, transfer or exchange of the Bonds, which shall be the corporate trust office of the Paying Agent in St. Paul, MN, or such other office specified by the Paying Agent. "Prior Bonds" means, collectively, the 2001-A Bonds and the 2002-A Bonds. "Prior Bonds Improvement Fund" means the fund of that name established pursuant to Section 4.06 of this Agreement. "Prior Bonds Resolutions" means, collectively, the 2001-A Bonds Resolution and the 2002-A Bonds Resolution. "Reassessments" means the unpaid reassessments levied within the Assessment District by the Council in the proceedings taken under the Resolution of Intention. "Record Date" means the fifteenth day of the calendar month immediately preceding the applicable Interest Payment Date, whether or not such day is a Business Day. "Redemption Fund" means the fund designated "Limited Obligation Refunding Improvement Bonds, City of Palo Alto University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007), Redemption Fund established under Section 4.03 hereof. "Reserve Fund" means the fund designated "Limited Obligation Refunding Improvement Bonds, City of Palo Alto University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007), Reserve Fund" established and administered under Section 4.04. -8- "Reserve Requirement" means as of any date of calculation, an amount not to exceed the lesser of (a) Maximum Annual Debt Service on the Outstanding Bonds or (b) ten percent (10%) of the total proceeds of the Bonds deposited under Section 4.01 hereof. "Resolution of Intention" means Resolution No. __ entitled "Resolution of Intention to Levy Reassessments and to Issue Refunding Bonds" adopted by the Council of the City on July 23, 2007. "Resolution of Issuance" means Resolution No. ~ entitled "Resolution Authorizing the Issuance of Refunding Bonds and Approving and Authorizing Related Documents and Actions" adopted by the Council of the City on July 23, 2007 authorizing the issuance of the Bonds under this Agreement. "Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax - (516) 227-4171 or 4190; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and!or such other securities depositories as the City may designate in an Officer’s Certificate delivered to the Paying Agent. "Supplemental Agreement" means an agreement the execution of which is authorized by a resolution which has been duly adopted by the City under the Act and which agreement is amendatory of or supplemental to this Agreement, but only if and to the extent that such agreement is specifically authorized hereunder. "Tax Code" means the Internal Revenue Tax Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable temporary and final regulations promulgated, and applicable official public guidance published, under the Tax Code. "Term Bonds" means those Bonds identified as term bonds and subject to mandatory sinking fund payments under Section 2.03. "Treasurer" means the official of the City who performs the duties of the City Treasurer, which official may be the Finance Director or designee thereof. ’2001-A Bonds" means the $9,135,000 initial principal amount Limited Obligation improvement Bonds City of Palo Alto University Avenue Area Off-Street Parking Assessment District Series 2001-A. "2001-A Bonds Resolution" means Resolution No. 8051 entitled "A Resolution of the City Counci! of the City of Palo Alto Authorizing Issuance of Limited Obligation Improvement Bonds" adopted by the City Council on ,2001. "200I-A Escrow Agreement" means the Escrow Agreement (2001-A Bonds) dated as of July 1, 2007, by and between the City and the Escrow Holder, by which the 2001-A Escrow Fund is established and administered. "200I-A Escrow Fund" means the fund designated "Limited Obligation Refunding Improvement Bonds, City of Palo Alto University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) 2001-A Bonds Escrow Fund" established and administered under Section 4.05 hereof. "2002-A Bonds" means the $35,460,000 initial principal amount Limited Obligation Improvement Bonds City of Palo Alto University Avenue Area Off-Street Parking Assessment District Series 2002-A. "2002-A Bonds Resolution" means Resolution No. __ entitled "A Resolution of the City Council of the City of Palo Alto Authorizing Issuance of Limited Obligation Improvement Bonds" adopted by the City Council on March 4, 2002. "2002-A Escrow Agreement" means the Escrow Agreement (2002-A Bonds) dated as of July !, 2007, by and between the City and the Escrow Holder, by which the 2002-A Escrow Fund is established and administered. "’2002-A Escrow Fund" means the fund designated "Limited Obligation Refunding Improvement Bonds, City of Palo Alto University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) 2002-A Bonds Escrow Fund" established and administered under Section 4.05 hereof. Section 1.02. Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Act, the Bond Law and the Resolution. Section 1.03. Agreement for Benefit of Bondowners. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the City and the Paying Agent shall be for the equal benefit, protection and security of the Owners. All of the Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. The Paying Agent may become the owner of any of the Bonds in its own or any other capacity with the same rights it would have if it were not Paying Agent. -10- ARTICLE THE BONDS Section 2.01. Authorized. The Bonds, in the aggregate Principal Amount, are hereby authorized to be issued by the City under and subject to the terms of the Resolution of Issuance and this Agreement, the Act, the Bond Law and other applicable laws of the State of California. The Bonds shall be secured by the Reassessments and moneys in the Redemption Eund and the Reserve Fund. Section 2.02. Terms of Bonds. (A) Denominations. The Bonds shall be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof. Bonds shall be lettered and numbered in a customary manner as determined by the Paying Agent. (B)Date of Bonds. The Bonds shall be dated the Dated Date. (C) CUSIP. "CUSIP" identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the City or the Paying Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City’s contract with such Owners and shall not impair the effectiveness of any such notice. (D) Maturities. The Bonds shall mature and be payable on September 2 of each year and shall bear interest at the rates per annum as follows: Maturity Date Principal Interest Maturity Date Principal Interest (September 2) Amount(S)Rate (%)(September 2)Amount(S)Rate (%) $ Ten-n Bonds maturing on September 2, at % Interest Rate Per Annum, subject to mandatory sinking fund redemption under Section 2.03 as follows: Sinking Fund Redemption Date (September 2) Principal Amount To Be Redeemed -11- (E) Interest. The Bonds shall bear interest at the rates set forth above payable on the Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication and registration thereof unless (i) it is authenticated and registered as of an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is authenticated prior to the first Interest Payment Date, in which event it shall bear interest from the Dated Date. (F) Method of Payment. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Paying Agent mailed by first class mail on an Interest Payment Date to the registered Owner thereof at such registered Owner’s address as it appears on the Bond Register maintained by the Paying Agent at the close of business on the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest Payment Date upon written instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds delivered to the Paying Agent prior to the applicable Record Date. The principal of the Bonds and any premium on the Bonds are payable in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Paying Agent. All Bonds paid by the Paying Agent pursuant this Section shall be canceled by the Paying Agent. The Paying Agent shall destroy the canceled Bonds and, upon request of the City, issue a certificate of destruction of such Bonds to the City. Section 2.03. Redemption. (A)General. (i) Optional Redemption. The Bonds may be redeemed and paid in advance of maturity, in whole or in part, on any Interest Payment Date in any year by giving at least 30 days notice to the Owner thereof in accordance with the Bond Law and by paying the principal amount thereof, plus interest to the date of redemption, unless sooner surrendered, in which event said interest will be paid to the date of payment, together with a redemption premium, expressed as a percentage of the principal amount of Bonds being redeemed, as follows: Redemption Dates Any Interest Payment Date from March 2, 2008 to and including March 2. Redemption Premium September 2, thereafter and any Interest Payment Date The Treasurer shall notify the Paying Agent of Bonds to be called for redemption upon prepayment of Reassessments in amounts sufficient therefor, or whenever sufficient surplus funds are available therefor in the Redemption Fund. (ii) The Bonds maturing on September 2 .... are subject to mandatory redemption in part by lot, on September 2 in each year commencing September 2, __ from sinking fund payments made by the City from the Redemption Fund pursuant to -!2- Section 4.03, at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on September 2 in the respective years, all as set forth in the following table; provided, however, if some but not all of the Bonds have been redeemed pursuant to subsection (i) above, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of Bonds so redeemed, to be allocated among such sin "king fund payments on a pro rata basis in integral multiples of $5,000 as determined by the Paying Agent, notice of which determination shall be given by the Paying Agent to the City. Sinking Fund Payment Date (September 2) Sinking Fund Payment Amount (iii) The provisions of Part 11.1 of the Bond Law are applicable to the advance payment of Reassessments and to the calling of the Assessment Bonds. The Treasurer shall advise the Paying Agent in writing of such provisions to the extent not specified herein. (B) Notice to Paying Agent. In the event it is transmitting moneys for deposit in the Prepayment Account of the Redemption Fund, the City shall give the Paying Agent written notice of the aggregate amount of Bonds expected to be redeemed pursuant to subsection (A) not less than sixty (60) days prior to the applicable redemption date. (C) Redemption Procedure by Paying Agent. The Paying Agent shall cause notice of any redemption to be given by registered or certified mail or by personal service to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond Register in the Principal Office of the Paying Agent at least 30 days before the applicable Interest Payment Date. The Paying Agent shall also cause notice of redemption to be sent to the Securities Depositories and to one or more of the Information Services at least one day earlier than the giving of notice to the Owners as aforesaid; provided, however, such mailing to the Securities Depositories and Information Services shall not be a condition precedent to such redemption. Failure to so mail any notice of redemption, or of any person or entity to receive any such notice, or any defect in any notice of redemption, shall not affect the validity of the proceeding for the redemption of such Bonds. Such notice shall state the redemption date and the redemption price and, if less than all of the then Outstanding Bonds are to be called for redemption, shall designate the CUSIP numbers and Bond numbers of the Bonds to be redeemed by giving the individual CUSIP number and Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have been called for redemption, shall state as to any Bond called in part the principal -I3- amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the Paying Agent for redemption at the said redemption price, and shall state that further interest on such Bonds, or the portion thereof to be redeemed, will not accrue from and after the redemption date. Upon surrender of Bonds redeemed in part only, the City shall execute and the Paying Agent shall authenticate and deliver to the registered Owner, at the expense of the City, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. The Paying Agent shall select Bonds for redemption in such a way that the ratio of Outstanding Bonds to issued Bonds shall be approximately the same in each annual series insofar as possible (i.e. on a pro-rata basis among maturities of the Bonds). Within each annual maturity, the Paying Agent shall select Bonds for retirement by lot. The Finance Director shall advise the Paying Agent of such provisions to the extent not specified herein. (D) Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption shall have been deposited in the Redemption Fund on the date fixed for redemption, such Bonds so called shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice. All Bonds redeemed by the Paying Agent pursuant to this Section 2.03 shall be canceled by the Paying Agent. The Paying Agent shall destroy the canceled Bonds and, upon request of the City, issue a certificate of destruction of such Bonds to the City. Section 2,04. Form of Bonds. The Bonds, the form of Paying Agent’s certificate of authentication and the form of assignment, to appear thereon, shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Agreement, the Resolution of Issuance and the Bond Law. Section 2.05. Execution and Authentication of Bonds. The Bonds shall be executed on behalf of the City by the facsimile signatures of its Treasurer and its Clerk who are in office on the Closing Date. If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bonds to the owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the owner. Any Bond may be signed and attested on behalf of the City by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City although at the nominal date of such Bond any such person shall not have been such officer of the City. Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A, executed and dated by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of authentication of the Paying Agent shall be conclusive evidence that the Bonds registered hereunder have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Agreement. The Paying Agent is -14- hereby authorized and directed to authenticate, register and deliver the Bonds to the Original Purchaser in accordance with an appropriate request of the City. Section 2.06. Transfer and Exchange of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.07 hereof by the person in whose name it is registered, in person or by such person’s duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Paying Agent. Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Paying Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount(s), maturity(ies) and interest rate(s) in the denominations herein authorized. Bonds may be presented for exchange at the Principal Office of the Paying Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. Neither the City nor the Paying Agent shall be required to make such transfer or exchange of Bonds after a Record Date or any such transfer after a Bond has been selected for redemption. The cost for any services rendered or any expenses incurred by the Paying Agent in connection with any such transfer or exchange shall be paid by the City; provided, however, that the Paying Agent shall collect from the Owner requesting such transfer or exchange any tax or other governmental charge required to be paid with respect to such transfer, including the costs otherwise payable by the City. Neither the City nor the Paying Agent shall be required to make such transfer or exchange of Bonds on or after a Record Date or any such transfer or exchange after a Bond has been called for redemption. Section 2.07. Bond Register. The Paying Agent will keep, or cause to be kept at its Principal Office, sufficient books showing the registration and transfer of the Bonds, which Bond Register shall show the series number, date, maturity amount, rate of interest and last registered Owner of each Bond. The Bond Register shall at al! times be open to inspection by the City during regular business hours on any Business Day, upon reasonable notice; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided. Section 2.08. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such authorized denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the City and authenticated by the Paying Agent upon the same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Paying Agent or at such other location as the Paying Agent shall designate, and the Paying Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits under to this Agreement as definitive Bonds authenticated and delivered hereunder. -154 Section 2.09. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated, the City, at the expense of the Owner of said Bond, shall execute, and the Paying Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Paying Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Paying Agent shall be canceled by it and destroyed by the Paying Agent who shall, upon request of the City, deliver a certificate of destruction thereof to the City. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Paying Agent and, if such evidence be satisfactory to the Paying Agent and indemnity for the City and the Paying Agent satisfactory to the Paying Agent and the City shall be given, the City, at the expense of the Owner, shall execute, and the Paying Agent shall authenticate and deliver, a new Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The City may require payment of a sum not exceeding the actual cost of preparing each new Bond delivered under this Section 2.09 and of the expenses which may be incurred by the City and the Paying Agent for the preparation, execution, authentication and delivery. Any Bond delivered under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement. Section 2.10. Book-Entry Only System;. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register kept by the Paying Agent for the Bonds in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing. The Authorized Officers of the City and the Paying Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Agreement to qualify the Bonds for the Depository’s book-entry system, including the execution of the Depository’s required representation letter. With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, neither the City nor the Agent shall have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the "DTC Participants") or to any person for which a DTC Participant acquires an interest in the Bonds (the "Beneficial Owners"). Without limiting the immediately preceding sentence, neither the City nor the Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any Bonds to be redeemed in the event the City elect to redeem the Bonds, in part, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payments to any DTC Participant, any Beneficial Owner, or any person, other than DTC, of any amount with respect to the principal of -16- or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds. Except as set forth above, the City and the Paying Agent may treat as and deem DTC to be the absolute Owner of each Bond, for which DTC is acting as Depository for the purpose of payment of the principal or and interest on such Bonds, for the purpose of giving notices of prepayment and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Paying Agent on behalf of the City shall pay all principal of and interest on the Bonds only to or upon the order of the Owners as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sums or sums so paid. No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the City and the Paying Agent of written notice to the effect the DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.06 hereof, references to "Cede & Co." in this Section 2.10 shal! refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the City and to the Paying Agent during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book-entry transfer through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Paying Agent. Upon termination of the services of DTC as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found which is willing and above to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest if the Beneficial Owners of the Bonds that they be able to obtain certified Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Paying Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shal! designate at that time, in accordance with Section 2.07. -17- ARTICLE III ISSUANCE OF BONDS Section 3.01. Issuance and Delivery of Bonds. At any time after the execution of this Agreement, the City may issue the Bonds in the aggregate principal amount set forth in Section 2.01 hereof and deliver the Bonds to the Original Purchaser. Pursuant to the Resolution of Issuance, the Authorized Officers of the City are authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the Bonds in accordance with the provisions of the Act, the Resolution of Issuance and this Agreement, to authorize the payment of Costs of Issuance by the Paying Agent from the proceeds of the Bonds, to cause a refunding of the Prior Bonds and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser. Section 3.02. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be dependent upon the completion of the Project or upon the performance by any person or such person’s obligation with respect to the Project. Section 3.03. Pledge of Reassessments and Funds. The Bonds shal! be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of the Reassessments and all moneys deposited in the Redemption Fund (including the Prepayment Account therein) and the Reserve Fund. The Reassessments and all moneys deposited into said funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal and interest and any premium on, the Bonds as provided herein and in the Bond Law until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03. Section 3.04. Limited Obligation. All obligations of the City under this Agreement and the Bonds shall not be general obligations of the City, but shall be limited obligations, payable solely from the Reassessments and the funds pledged therefore hereunder. Neither the faith and credit of the City nor of the State of California or any political subdivision thereof is pledged to the payment of the Bonds. The Bonds are "Limited Obligation Improvement Bonds" under section 8769 of the Bond Law because, notwithstanding any other provision of this Agreement, the City has determined that it is not obligated to advance available surplus funds from the City treasury to cure any deficiency in the Redemption Fund; provided, however, the City is not prevented, in its sole discretion, from so advancing funds. Section 3.05. No Acceleration. The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section 3.05 shall in any way prohibit the prepayment or redemption of Bonds under Section 2.03 hereof, or the defeasance of the Bonds and discharge of this Agreement under Section 9.03 hereof. Section 3.06. Refunding of Bonds. The Bonds may be refunded by the City under Divisions 11 or 11.5 of the Streets and Highways Tax Code of California upon the conditions set forth in proceedings therefor, all as determined by the Council, in which case the Bonds shall be subject to redemption pursuant to the provisions of Section 2.03(A)(i) of this Agreement. This Section shall not apply to or in any manner limit advancement of the maturity of any of the -18- Bonds as provided in Parts 8, 9, 11, or 11.1 of the Bond Law, nor shall this Section 3.06 apply to or in any manner limit the redemption and payment of any Bond pursuant to subsequent proceedings providing for the payment of amounts to eliminate previously imposed fixed lien assessments, including the Reassessments. -19- ARTICLE IV FUNDS Section 4.01. Deposit of Bond Proceeds. (a) Proceeds of the Bonds. The proceeds of the purchase of the Bonds by the Original Purchaser (being $.~.), shall be paid to the Finance Director on the Closing Date and deposited as follows: (A) deposit $into the Costs of Issuance Fund; (B) deposit $into the Redemption Fund; (C) deposit $into the Reserve Fund; (D)transfer to the Escrow Agent $ Fund; and for deposit into the 2001-A Escrow (E)transfer to the Escrow Agent $ Fund. for deposit into the 2002-A Escrow (b) Proceeds of the Prior Bonds in the Improvement Funds. Amounts held in the Improvement Fund established under the 2001-A Bonds Resolution, in the amount of $__, shall be transfmTed by the Finance Director on the Closing Date for deposit into the 2001-A Bonds Account of the Prior Bonds Improvement Fund established pursuant to Section 4.06 hereof. Amounts held in the Improvement Fund established under the 2002-A Bonds Resolution, in the amount of $__; shall be transferred by the Finance Director on the Closing Date for deposit into the 2002-A Bonds Account of the Prior Bonds Improvement Fund established pursuant to Section 4.06 hereof. Section 4.02. Costs of Issuance Fund. (A) Establishment of Costs of Issuance Fund. The Costs of Issuance Fund shall be held by the Finance Director to the credit of which a deposit shall be made as required by Section 4.01. Moneys in the Costs of Issuance Fund shall be held and shall be disbursed as provided in subsection (B) of this Section 4.02 for the payment or reimbursement of Costs of Issuance. (B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance. The Finance Director shall pay all Costs of Issuance upon receipt of an invoice from any such payee that is acceptable to the Finance Director. The Finance Director shall maintain the Costs of Issuance Fund for a period of 90 days from the Closing Date or unti! the last known Costs of Issuance have been paid, whichever is earlier, and then shall transfer any moneys remaining therein, including any investment earnings thereon, to the Redemption Fund. -20- (C) Investment, Moneys in the Costs of Issuance Fund shall be invested and deposited in accordance with Section 6.01 hereof. Pending its closing under Subsection (B) above, interest earnings and profits resulting from said investment shall be retained in the Costs of Issuance Fund to be used for the purposes of such fund. Section 4.03. Redemption Fund. (A) Establishment of Redemption Fund. The Redemption Fund is hereby established as a separate fund to be held by the Finance Director, to the credit of which deposits shall be made as required by Section 4.0! and Section 5.01 and as otherwise required to be deposited therein by this Agreement, the Bond Law or the Act. Amounts of property taxes collected by the City with respect to the Prior Bonds during the 2006-07 Fiscal Year, to the extent on hand on the Closing Date or received thereafter, shal! be transferred to the Paying Agent for deposit in the Escrow Fund and credited towards the payment of the Prior Bonds. Moneys in the Redemption Fund shall be held by the Finance Director for the benefit of the City and the Owners of the Bonds, shall be disbursed for the payment of the princip!l of, and interest and any premium on, the Bonds and as otherwise provided below. Within the Redemption Fund, the Finance Director shall establish the Prepayment Account into which shall be placed the proceeds of the prepayment of any Reassessment and which Prepayment Account shall be administered by the Finance Director in accordance with Section 8767 of the Bond Law. (B)Disbursements. (i) General. On or before each Interest Payment Date, the Finance Director shall withdraw from the Redemption Fund and forward to the Paying Agent for payment to the Owners of the Bonds an amount equal to the principal of, and interest and any premium, then due and payable on the Bonds. Fifteen (15) Business Days prior to each Interest Payment Date, the Finance Director shall determine if the amounts then on deposit in the Redemption Fund are sufficient to pay the debt service due on the Bonds on such Interest Payment date. In the event that amounts in the Redemption Fund are insufficient for such purpose, the Finance Director promptly shall cause appropriate withdrawals to be made from the Reserve Fund, to the extent of any funds therein, in an amount not to exceed the amount of such insufficiency, and shall transfer any amounts so withdrawn to the Redemption Fund. Amounts so withdrawn from such Reserve Fund and deposited in the Redemption Fund shall be applied to the payment of the Bonds.. If, after the foregoing transfers, there are insufficient funds in the Redemption Fund to make the payments provided for in the first sentence of the first paragraph of this Section 4.03(B), the Finance Director shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds, and then to payment of principal due on the Bonds by reason of Bonds called for redemption pursuant to Section 2.03 hereof. (ii) Redemption of Bonds. Funds placed in the Prepayment Account of the Redemption Fund shall be disbursed therefrom by the Finance Director for the call and redemption of Bonds on the redemption dates and in the amounts set forth in Section 2.03 hereof. -21- (iii) Credits and Rebate. Any earnings on investments not required to be disbursed under Section 4.03(B)(i) and(ii) above shall be credited against Debt Service or, in the sole discretion of the City, applied to the call and redemption of Bonds; provided, however, that before any such credit shall be made, such earnings shall be available for the payment of any rebate that may be owed under the Tax Code. (C) Investment. Moneys in the Redemption Fund and the accounts therein shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from such investment and deposit shall be retained in the Redemption Fund to be used for the purposes of such fund. Section 4.04. Reserve Fund. (A) Establishment of Reserve Fund. The Reserve Fund is hereby established as a separate fund to be held by the Finance Director to the credit of which a deposit shall be made as required by Section 4.01, and deposits shall be made as provided in the Bond Law. Moneys in the Reserve Fund shall be held by the Finance Director for the benefit of the City and the Bond Owners as a reserve for the payment of principal of, and interest and any premium on, the Bonds. The City shall cause the Reserve Fund to be administered in accordance with Part 16 of the Bond Law; provided that proceeds from redemption or sale of properties with respect to which payment of delinquent Assessments and interest thereon was made from the Reserve Fund, shall be credited to the Reserve Fund. (B) Use of Fund. Except as otherwise provided in this Section 4.04 all amounts deposited in the Reserve Fund shall be used and withdrawn by the Finance Director solely for the purpose of making transfers to the Redemption Fund in the event of any deficiency at any time in the Redemption Fund of the amount then required for payment of the principal of, and interest and any premium on, the Bonds or, in accordance with the provisions of this Section 4.04, for the purpose of redeeming Bonds from the Redemption Fund. (C) Transfer Due to Deficiency in Redemption Fund. Transfers shall be made from the Reserve Fund to the Redemption Fund in the event of a deficiency in the Redemption Fund, in accordance with Section 4.04(B) hereof. (D) Payment of Reassessments. Whenever, after the issuance of the Bonds, a Reassessment is paid, in whole or in part, as provided in the Bond Law, the Finance Director shall transfer from the Reserve Fund to the Redemption Fund an amount specified in such direction equal to the product of the ratio of the original amount of the Assessment securing any Bonds so paid to the original amount of all Reassessments securing any Bonds, times the initial Reserve Requirement. (E) Transfer of Excess of Reserve Requirement. Whenever, on any Interest Payment Date, or on any other date as determined by the Finance Director, the amount in the Reserve Fund exceeds the then applicable Reserve Requirement, the Finance Director shall, except as otherwise provided in Section 5.09 hereof for purposes of rebate, transfer on or before such Interest Payment Date an amount equal to the excess from the Reserve Fund to the Redemption Fund to be used in accordance with Part 16 of the Bond Law. -22- (F) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund is sufficient to retire all the Outstanding Bonds, whether by advance retirement or otherwise, collection of the principal and interest on the Reassessments shall be discontinued and the Reserve Fund liquidated by the Finance Director in retirement of the Outstanding Bonds. In the event that the balance in the Reserve Fund at the time of liquidation exceeds the amount required to retire all of the Outstanding Bonds, the excess shall be transferred to the City to be used in accordance with the Act and the Bond Law. (G) Investment. Moneys in the Reserve Fund shall be invested and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be retained in the Reserve Fund subject to the provisions of Section 4.04(E) hereof. Section 4.05. Escrow Funds. On the Closing Date, the Escrow Funds shall be established by the Finance Director with the Escrow Holder under the Escrow Agreements with deposit(s) provided under Section 4.01. The purpose of the establishment of the Escrow Funds shall be to assure the timely advance retirement of the Prior Bonds, using a portion of the proceeds of the Bonds and certain funds held by the City with respect to the Prior Bonds and investment earnings thereon, all as specified in the Escrow Agreements. Section 4.06. Prior Bonds Improvement Fund. (A) Establishment of Improvement Fund. The Prior Bonds Improvement Fund is hereby established as a separate fund, and within the Prior Bonds Improvement Fund are hereby established a 2001-A Bonds Account and a 2002-A Bonds Account. The Prior Bonds Improvement Fund, including the Accounts therein, shall be held by the Finance Director. On the Closing Date, the Finance Director shall (i) deposit amounts into the 2001-A Bonds Account as required by Section 4.01(b) and (ii) deposit amounts into the 2002-A Bonds Account as required by Section 4.01(b). Moneys in the Prior Bonds Improvement Fund shall be held by the Finance Director for the benefit of the City, and shall be disbursed, except as otherwise provided in subsection (D) of this Section, for the payment or reimbursement of costs of the Project (as defined in the Prior Bonds Resolutions). (B) Disbursement. Disbursements from the Prior Bonds Improvement Fund shall be made by the Finance Director upon receipt of an Officer’s Certificate, which shall: (i) set forth the amount required to be disbursed, the purpose for which the disbursement is to be made, the person to which the disbursement is to be paid and state that such disbursement is for a Project cost; and (ii) certify that no portion of the amount then being requested to be disbursed was set forth in any Officers Certificate previously filed requesting disbursement; (C) Investment. Moneys in the Prior Bonds Improvement Fund (and the Accounts therein) shall be invested and deposited under Section 6.01 hereof. Interest earnings and profits -23- from such investment and deposit shall be retained in the respective Accounts of the Prior Bonds Improvement Fund to be used for the purposes of such Accounts. (D) Closing of Fund. Upon the filing of an Officer’s Certificate stating that the Project has been completed and that all costs of the Project have been paid or are not required to be paid from the Accounts of the Prior Bonds Improvement Fund, the Finance Director shall transfer the amount, if any, remaining in the Accounts as directed in the Officer’s Certificate which directions shall be pursuant to (i) Resolution No. 8034 "A Resolution of the City Council of the City of Palo Alto of Intention to Make Acquisitions and Improvements," adopted by the Council on January 22, 2001, and (ii) the applicable provisions of the Act, and the Improvement Fund and the two Accounts therein shall be closed. -24- ARTICLE V COVENANTS Section 5.01. Collection of Reassessments. The City shall comply with all requirements of the Act, the Bond Law and the Resolution of Issuance and this Agreement to assure the timely collection of the Reassessments, including, without limitation, the enforcement of delinquent Reassessments. Any funds received by the City in and for the Assessment District, including, but not limited to, collections of Reassessments upon the secured tax rolls, collections of delinquent Reassessments and penalties thereon, through foreclosure proceedings and the prepayment of Reassessments or portions thereof, shall be immediately transmitted directly to the Paying Agent, without deduction, to be deposited into the funds and accounts herein specified. To that end, the following shall apply: (A) The Reassessments as set forth on the List of Unpaid Reassessments on file with the Finance Director together with the interest thereto, shall be payable in annual series corresponding in number to the number of serial maturities of the Bonds issued. An annual proportion of each Reassessment shall be payable in each year preceding the date of maturity of each of the several series of Bonds issued sufficient to pay the Bonds when due and such proportion of each Reassessment coming due in any year, together with the annual interest thereon, shall be payable in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interests after delinquency as do the general taxes on real property. All sums received from the collection of the Reassessments and of the interest and penalties thereon shall be placed in the Redemption Fund. Any prepayments of Reassessments shall be placed in the Prepayment Account established under and administered under Section 4.03 hereof. (B) The Finance Director shall, before the final date on which the Auditor will accept the transmission of the Reassessments for the parcels within the Assessment District for inclusion on the next tax roll, prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the installments of the Reassessments on the next secured tax roll of the County. The Finance Director is hereby authorized to employ consultants to assist in computing the installments of the Reassessments hereunder and in reconciling Reassessments billed to amounts received as provided in the subsection (C) of this Section 5.01. (C) In addition to any amounts authorized pursuant to section 8682 of the Bond Law to be included with the annual amounts of installments as aforesaid, the City, pursuant to section 8682.1 of the Bond Law, may cause to be entered on the Reassessment roll on which taxes will next become due, opposite each lot or parcel of land within the Assessment District in the manner set forth in section 8682, each lot’s pro rata share of the estimated annual expenses of the City in connection with the administrative duties thereof for the Bonds, including, but not limited to, the costs of registration, authentication, transfer and compliance with the provisions of Article V -25- hereof. Delinquent Reassessments shall be subject to foreclosure pursuant to Section 5.02 hereof. Section 5.02. Foreclosure. The City hereby covenants with and for the benefit of the Owners of the Bonds that it will order, and cause to be commenced, and thereafter diligently prosecute an action in the superior court to foreclose the lien of any Assessment or installment thereof which has been billed, but has not been paid, pursuant to and as provided in sections 8830 and 8835, inclusive of the Bond Law and the conditions specified in this Section 5.02. The Finance Director shall commence, or cause to be commenced, such foreclosure proceedings and is hereby authorized to employ counsel to conduct any such foreclosure proceedings. The following conditions shall apply to the foreclosure proceedings which shall be commenced within 60 days of the making of any of the following determinations, which determinations shall be made not later than October 1 of each Fiscal Year, provided that the City may undertake foreclosure proceedings sooner than specified below: (A) If the Finance Director determines that there is a delinquency in the payment of a Reassessment or Reassessments totaling $10,000 or more for any single parcel of land in the Assessment District. (B) If the Finance Director determines that the total amount of delinquent Reassessments for the prior Fiscal Year for the entire Assessment District, tess the total delinquencies under subsection (A) above, exceeds five percent (5%) of the total Reassessments due and payable in the prior Fiscal Year, foreclosure shall be commenced against each parcel of land in the Assessment District with delinquent Reassessments of $5,000 or more for the prior Fiscal Year or prior Fiscal Years. (C) If the Finance Director determines that the total amount of delinquent Reassessment for the prior Fiscal Year for the entire Assessment District, less the total delinquencies under subsections (A) and (B) above, exceeds ten percent (10%) of the total Reassessments due and payable for the prior Fiscal Year, foreclosure shall be commenced against each parcel of land within the Assessment District with any Reassessment delinquency for the prior Fiscal Year or Years. Section 5.03. Punctual Payment; Compliance With Documents. The City shall punctually pay or cause to be paid the interest and principal to become due with respect to all of the Bonds in strict conformity with the terms of the Bonds and of this Agreement, and will faithfully observe and perform all of the conditions, covenants and requirements of this Agreement, and all Supplemental Agreements. Section 5.04. No Priority for Additional Obligations. The City covenants that no additional bonds or other obligations shall be issued or incurred having any priority over the Bonds in payment of principal or interest out of the reassessments. Nothing in this Agreement shall prohibit or impair the authority of the City to issue bonds or other obligations secured by and payable fiom Reassessments which are subordinate to the Bonds, upon such terms and in such principal amounts as the City may determine. -26- Section 5.05. Further Assurances. The City will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Agreement. Section 5.06. Private Activity Bond Limitation. The City shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of section 141(b) of the Tax Code or the private loan financing test of section 141(c) of the Tax Code. Section 5.07. Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Bonds to be "federally ~uaranteed within the meaning of Section 149(b) of the Tax Code. Section 5.08. No Arbitrage. The City shall not take, or permit or suffer to be taken by the Paying Agent or otherwise, any action with respect to the proceeds of the Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Bonds would have caused the Bonds to be "arbitrage bonds" within the meaning of section 148 of the Tax Code. Section 5.09. Rebate Requirement. The City shall take any and all actions necessary to assure compliance with section 148(0 of the Tax Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Bonds. Section 5.10. Yield of the Bonds. In determining the yield of the Bonds to comply with Sections 5.08 and 5.09 hereof, the City will take into account redemption (including premium, if any) in advance of maturity based on the reasonable expectations of the City, as of the Closing Date, regarding prepayments of Assessments and use of prepayments for redemption of the Bonds, without regard to whether or not prepayments are received or Bonds redeemed. Section 5.11. Amendment. Without the consent of the Owners of the Bonds, the City hereafter may amend this Agreement to add, modify or delete provisions if the same is necessary or desirable to assure compliance with Section 148(f) of the Tax Code or as otherwise required, to assure the exemption from federal income taxation of interest on the Bonds. Section 5.12. Maintenance of Tax Exemption. The City shall take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Tax Code as in effect on the date of issuance of the Bonds. Section 5.13. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provisions of this Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not constitute a default by the City under this Agreement. -27- ARTICLE VI INVESTMENTS; LIABILITY OF THE CITY Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of Section 6.02, moneys in any fund or account created or established by this Agreement and held by the Finance Director shall be invested by the Finance Director in Permitted Investments. The following shall apply to such investments: (A) The Finance Director shall invest any such moneys described in the definition of Permitted Investments or in Federal Securities as defined herein. Obligations purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account, subject, however, to the requirements of this Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts; (B) The Finance Director may act as principal or agent in the acquisition or disposition of any investment. The Finance Director shall incur no liability for losses arising from any investments made pursuant to this Section. For purposes of determining the amount on deposit in any fund or account held hereunder, all Permitted Investments or investments credited to such fund or account shall be valued at Fair Market Value. Section 6.02. Acquisition, Disposition and Valuation of Investments. (A) Except as otherwise provided in subsection (B) of this Section 6.02, the City covenants that all investments of amounts deposited in any funds or accounts created by this Agreement, or otherwise containing gross proceeds of the Bonds (as defined by section 148 of the Tax Code) shall be acquired, disposed of and valued (as of the date that valuation is required by this Agreement or the Tax Code) at Fair Market Value. (B) Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Tax Code shall be valued at their present value (within the meaning of section 149 of the Tax Code). Section 6.03. Liability of City. The City shall not incur any responsibility in respect of the Bonds or this Agreement other than in connection with the duties or obligations explicitly provided herein or in the Bonds. The City shall not be liable to any Owner in connection with the performance of its duties hereunder, except for its own negligence or willful default. The City shall not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Paying Agent herein or of any of the documents executed by the Paying Agent in connection with the Bonds, or as to the existence of a default thereunder. Under this Agreement, the following shall apply to the City: (A) In the absence of bad faith, the City, including the Finance Director and the Treasurer, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Agreement. The City, including the Finance Director and the Treasurer, shall not be liable for any eraor of judgment made in good faith; -28- (B) No provision of this Agreement shall require the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the foreclosure proceedings for unpaid delinquent Assessments and the payment of fees, costs and other amounts due the Paying Agent) in the performance of any of its obligations hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; (C) The City may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The City may consult with counsel, who may be the City Attorney, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith; (D) The City shall not be bound to recognize any person as the Owner of a Bond unless duly registered and until such Bond is submitted for inspection, if required, and such person’s title thereto satisfactory established, if disputed; and (E) Whenever in the administration of its duties under this Agreement the City shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be conclusively proved and established by a certificate of the Paying Agent or other expert retained by the City for the purposes hereof, and such certificate shall be full warrant to the City for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. Section 6.04. Employment of Agents by City. In order to perform its duties and obligations hereunder, the City may employ such persons or entities as it deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such persons or entities employed by it with reasonable care and in good faith hereunder, and shall be entitled to rely, and shall be fully protected in doing so, upon the opinions, calculations, determinations and directions of such persons or entities. -29- ARTICLE VII THE PAYING AGENT Section 7.01. Appointment of Paying Agent. The Paying Agent is hereby appointed by the City for purposes of this Agreement with respect to the Bonds. The Paying Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Paying Agent. With respect to the appointment of the Paying Agent, the following shall apply: (A) Any company into which the Paying Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Paying Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section 7.01 shall be the successor to such Paying Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. The Paying Agent shall give the Treasurer and the Finance Director written notice of any such succession hereunder. (B) The City may remove the Paying Agent initially appointed and any successor thereto, and may appoint a successor or successor’s thereto, but any successor Paying Agent shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000) and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (C) The Paying Agent may at any time resign by giving written notice to the City and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City shall promptly appoint a successor Paying Agent, satisfying the requirements of Section 7.01(B) above, by an instrument in writing. Any resignation or removal of the Paying Agent shall become effective upon acceptance of appointment by the successor Paying Agent. (D) If no appointment of a successor Paying Agent shall be made pursuant to the foregoing provisions of this Section within forty-five (45) days after the Paying Agent shall have given to the City written notice or after a vacancy in the office of the Paying Agent shall have occurred by reason of its inability to act, the Paying Agent or any Bond Owner may apply to any court of competent jurisdiction to appoint a successor Paying Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Paying Agent; and (E) If, by reason of the judgment of any court, the Paying Agent is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Paying Agent hereunder shall be assumed by and vest in the Treasurer of the City in trust for the benefit of the Owners. The City covenants for the direct benefit of the Owners that its Treasurer in such case -30- shall be vested with all of the rights and powers of the Paying Agent hereunder, and shall assume all of the responsibilities and perform all of the duties of the Paying Agent hereunder, in trust for the benefit of the Owners of the Bonds. Section 7.02. Liability of Paying Agent. With respect to the liability of the Paying Agent, the following shall apply: (A) The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the City, and the Paying Agent assumes no responsibility for the correctness of the same, makes no representations as to the validity or sufficiency of this Agreement or of the Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. The Paying Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Paying Agent assumes no responsibility or liability for any information, statement or recital in any official statement or other disclosure material prepared or distributed with respect to the issuance of the Bonds; (B) The Paying Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Paying Agent and conforming to the requirements of this Agreement; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Paying Agent, the Paying Agent shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Agreement. Except as provided above in this paragraph, Paying Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Agreement, and the Paying Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument; (C) The Paying Agent shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Paying Agent was negligent in ascertaining the pertinent facts; (D) No provision of this Agreement shall require the Paying Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers; (E) The Paying Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of any of the Owners pursuant to this Agreement unless such Owners shall have offered to the Paying Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; and -31- (F) The Paying Agent may become the owner of the Bonds with the same rights it would have if it were not the Paying Agent. (G) The Paying Agent’s only obligation to comply with the provisions of the Bond Law shall based solely upon the express provisions of this Agreement or any Officer’s Certificate of the City. Section 7.03. Information; Books and Accounts. The Paying Agent shall provide to the City such information relating to the Bonds and the transactions performed by the Paying Agent hereunder as the City shall reasonably request. Section 7.04. Notice to Paying Agent. The Paying Agent may conclusively rely, without undertaking any investigation or inquiry, and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Paying Agent may consult with counsel, who may be counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. The Paying Agent shall not be bound to recognize any person as the Owner of a Bond unless and until such person is the registered Owner of such Bond and such Bond is submitted for inspection, if required, and such Owner’s title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Agreement the Paying Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Paying Agent, be deemed to be conclusively proved and established by a certificate of an Authorized Officer of the City, and such certificate shall be full warrant to the Paying Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Paying Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section 7.05. Compensation; Indemnification. The City shall pay to the Paying Agent from time to time reasonable compensation for all services rendered as Paying Agent under this Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of the Paying Agent’s in house or other attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Agreement, but the Paying Agent shall not have a lien therefor on any funds at any time held by it under this Agreement. The City further agrees, to the extent permitted by applicable law, to indemnify and save the Paying Agent, its officers, employees, directors and agents harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the City under this Section shall survive resignation or removal of the Paying Agent under this Agreement and payment of the Bonds and discharge of this Agreement. Section 7.06. Interaction With the City. In conducting its duties hereunder whenever the Paying Agent is required or deems it appropriate to communicate with the City, it shall -32- communicate with the Finance Director unless otherwise specifically required hereunder. All statements and reports required to be produced by the Paying Agent hereunder shall be provided to the Finance Director unless otherwise specifically provided hereunder. ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AG~EMENT Section 8.01, Amendments Permitted. This Agreement and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of, and the interest and any premium on, any Bond, without the express consent of the Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the unpaid Reassessments superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as otherwise permitted by the Act, the Resolution, the laws of the State of California or this Agreement), or reduce the percentage of Bonds required for the amendment hereof. No amendment may rnodify any of the rights or increase any of the obligations of the Paying Agent (other than pursuant to Section 8.01(D)) without its written consent. This Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes: (A) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (B) to make modifications not adversely affecting any outstanding series of Bonds of the City in any material respect; (C) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Agreement, or in regard to questions arising under this Agreement, as the City may deem necessary or desirable and not inconsistent with this Agreement, and which shall not adversely affect the rights of the Owners of the Bonds; or (D) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Bonds. Section 8.02. Owners’ Meetings. The City may at any time call a meeting of the Owners. In such event the City is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting. Section 8.03, Amendment with Written Consent of Owners. The City and the Paying Agent may at any time adopt a Supplemental Agreement amending the provisions of the Bonds -34- or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01 hereof, to take effect when and as provided in this Section 8.03. With respect to such Supplemental Agreement under this Section 8.03, the following shall apply: (A) A copy of such Supplemental Agreement, together with a request to Owners for their consent thereto, shall be mailed by first class mail, by the Paying Agent to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided; (B) Such Supplemental Agreement shall not become effective unless there shall be filed with the Paying Agent the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section 8.04) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner giving such consent or a subsequent Owner by filing such revocation with the Paying Agent prior to the date when the notice hereinafter in this Section provided for has been mailed; and (C) After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hereinbefore provided in this Section for the mailing of the Supplemental Agreement, stating in substance that the Supplemental Agreement has been consented to by the Owners of the required percentage of Bonds and will be effective as provided in this Section but failure to mail copies of said notice shall not affect the validity of the Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the Paying Agent. A record, consisting of the papers required by this Section 8,03 to be filed with the Paying Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the Paying Agent of the proof of matters therein of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the City and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VIII. Upon request, the City shall specify to the Paying Agent those Bonds disqualified under this Section 8.04. Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be -35- deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Agreement of the City and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditions of this Agreement for any and all purposes. Section 8.06. Endorsement or Replacement of Bonds Issued After Amendment. The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case, upon request of the Owner of any Bond Outstanding at such effective date and presentation of his Bond for that purpose at the Principal Office of the Paying Agent or at such other office as the City may select and designate for that purpose, a suitable notation shall be made on such Bond. The City may determine that new Bonds, so modified as in the opinion of the City is necessary to conform to such Owners’ action, shall be prepared, executed and delivered. In that case, upon request of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Paying Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by him, provided that due notation thereof is made on such Bonds. -36- ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement, expressed or implied, is intended to give to any person other than the City the Paying Agent and the Owners, any right, remedy, claim under or by reason of this Agreement. Any covenants, stipulations, promises or agreements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Paying Agent. Section 9.02. Successor is Deemed Included in All Reference to Predecessor. Whenever in this Agreement or any Supplemental Agreement either the City or the Paying Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the City or the Paying Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 9.03. Discharge of Agreement. If the City shall pay and discharge the entire indebtedness on all Bonds Outstanding in any one or more of the following ways: (A) by well and truly paying or causing to be paid the principal of (including any sinking fund payments), and interest and any premium on, all Bonds Outstanding, as and when the same become due and payable; (B) by depositing with the Paying Agent, in trust, at or before maturity, money which is fully sufficient to pay all Bonds Outstanding, including all principal, interest and redemption premiums, or; (C) by irrevocably depositing with the Paying Agent, in trust, cash and Federal Securities in such amount as the City shall determine, as confirmed by an independent certified public accountant, which will, together with the interest to accrue thereon, be fully sufficient to pay and discharge the indebtedness on all Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Paying Agent shall have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any Bonds shall not have been sunendered for payment, the pledge of the unpaid Reassessments and other funds provided for in this Agreement and all other obligations of the City under this Agreement with respect to all Bonds Outstanding shall cease and terminate; except only the obligation of the City to pay or cause to be paid to the Owners of the Bonds not so surrendered and paid all sums due thereon and all amounts owing to the Paying Agent pursuant to Section 7.05 hereof; and thereafter Reassessments shall not be payable to the Paying Agent. Notice of such election shall be filed with the Paying Agent. Any funds thereafter held by the Paying Agent upon payments of all fees and expenses of the Paying Agent, which are not required for said purpose, shall be paid over to the City to be used by the City as provided in the Act. -37- Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, declaration or other instrument which this Agreement may require or permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be executed by Owners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Owner or such Owner’s attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. The ownership of registered bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books. Any consent request, declaration or other instrument or writing of the then registered Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the City or the Paying Agent in good faith and in accordance therewith. Section 9.05. Waiver of Personal Liability. No member, officer, agent or employee of the City shall be individually or personally liable for the payment of the principal of, or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 9.06. Notices to and Demand on City and Paying Agent. Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the Paying Agent to or on the City may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the City with the Paying Agent) as follows: City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94953 Attn: Director of Administrative Services Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Paying Agent may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Paying Agent with the City) as follows: U.S. Bank National Association One California Street, Suite 2100 San Francisco, California 94111 Attention: Corporation Trust Services Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The City and the Paying Agent hereby declare that they would have adopted this Agreement and each and every other Section, -38- paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Agreement may be held illegal, invalid or unenforceable. Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Paying Agent in trust for the payment and discharge of the principal of, and the interest and any premium on, the Bonds which remains unclaimed for two(2) years after the date when payments of principal, interest and any premium have become payable, shall be repaid by the Paying Agent to the City as its absolute property free from any trust, and the Paying Agent shall thereupon be released and discharged with respect thereto and the Bond Owners shall look only to the City for the payment of the principal of, and interest and any premium on, such Bonds. Section 9.09. Applicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California. Section 9.10. Conflict with Act. In the event of a conflict between any provision of this Agreement with any provision of the Act, the provision of the Act shall prevail over the conflicting provision of this Agreement. Section 9.11. Conclusive Evidence of Regularity. Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Assessments. Section 9.12. Payment on Business Day. In any case where the date of the maturity of interest or of principal, and premium, if any, of the Bonds or the date fixed for redemption of any Bonds or the date any action is to be taken pursuant to this Agreement is other than a Business Day, the payment of interest or principal, including Sinking Fund Payments, (and premium, if any) or the action need not be made on such date but may be made on the next succeeding day which is a Business Day with the same force and effect as if made on the date required and no additional interest shall accrue from such Interest Payment Date until such Business Day. Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shal! be deemed an origin!l. -39- IN WITNESS WHEREOF, the City and the Paying Agent have caused this Agreement to be executed, all as of the date first written above. CITY OF PALO ALTO, on behalf of its University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) U.S. BANK NATIONAL ASSOCIATION, as Paying Agent By: Title: By: Title: APPROVED AS TO FORM City Attorney -40- EXHIBIT A [FORM OF BOND] United States of America State of California County of No. Limited Obligation Refunding Improvement Bonds CITY OF PALO ALTO University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) INTEREST RATE MATURITY DATE DATED DATE CUSIP %September 2,__, 2007 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT:DOLLARS Under and by virtue of the Improvement Bond Act of 1915, Division 10 (commencing with Section 8500) of the Streets and Highways Code of California and the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 of the Streets and Highways Code of California (collectively, the "Act"), the City of Palo Alto, County of Santa Clara, State of California (the "City"), will, out of the redemption fund for the payment of the bonds issued upon the unpaid portion of reassessments made for the refunding bonds more fully described in proceedings taken pursuant to Resolution of Intention No. entitled "Resolution Authorizing the Issuance of Refunding Bonds and Approving and Authorizing Related Documents and Actions" adopted by the City Council of the City on July 23, 2007 (the "Resolution of Issuance"), pay to the Owner named above or registered assigns on the maturity date stated above, the principal amount stated above, in lawful money of the United States of America and in like manner will pay interest at the rate per annum stated above, payable semiannually on March 2 and September 2 in each year commencing March 2, 2008 (each an "Interest Payment Date"). Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication and registration thereof unless (i) it is authenticated and registered as of an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) it is authenticated prior to the first Interest Payment Date, in which event it shall bear interest from the Dated Date. EXHIBIT A Page 1 For the period during which Depository Trust Company of New York, New York, ("DTC") or any successor depository, is the registered owner of this bond, principal, redemption premiums, if any, and interest shall be paid by the City to DTC, or such successor depository, by wire transfer; provided that principal and redemption premiums, if any, shall be paid upon surrender to the City, at the corporate trust office of U.S. Bank National Association, as Aaent ), in San Francisco,Authentication Agent, Registrar, Transfer and Paying Agent (the " -" California, of matured bonds or bonds called for redemption prior to maturity. As to any registered owner hereof other than DTC or successor depository, the principal and redemption premiums, if any, shall be payable at the office of the Agent specified above and interest shall be paid by check, draft oi warrant mailed to DTC, or any successor depository, or in the event of termination of the book-entry system, to the registered owner hereof at the registered owner’s address as it appears on the records of the Agent, or at such address as may have been filed with the Agent, for that purpose, as of the fifteenth day of the calendar month immediately preceding each Interest Payment Date; provided however, upon request in writing of an Owner of $1,000,000 or more in aggregate principal amount of Bonds, such request having been made before fifteen calendar days preceding an Interest Payment Date, such interest shall be paid on such Interest Payment Date by wire transfer in immediately available funds to an account in the continental United States designated by such Owner to the Agent. This Bond will continue to bear interest after maturity at the rate above stated provided that it is presented at maturity and payment hereof is refused upon the sole ground that there are not sufficient moneys in said redemption fund with which to pay same. If it is not presented at maturity interest hereon will run only until maturity. This Bond shall not be entitled to any benefit under the Act, the Resolution of Issuance and the Paying Agent Agreement, dated as of July !, 2007, by and between the City and the Aaent (the " c~"~A~reement ), or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon shall have been dated and signed by the Agent. This Bond is one of several annual series of bonds of like date, tenor and effect, but differing in amounts, maturities and interest rates, issued by said City under the Act and the Agreement for the purpose of providing means for paying for the refunding of the bonds as more particularly described in said proceedings, and is secured by the moneys in the redemption fund (as may be limited by the Agreement) and by the unpaid portion of said reassessments made for the payment of said refunding, and, including principal and interest, is payable exclusively out of said fund. This Bond is transferable by the Owner hereof, in person or by the Owner’s attorney duty authorized in writing, at said office of the Agent, subject to the terms and conditions provided in the Agreement, including the payment of certain charges, if any, upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond or Bonds, of any authorized denomination or denominations, of the same maturity, and for the same aggregate principal amount, will be issued to the transferee in exchange herefor. Bonds shall be registered only in the name of an individual (including joint owners), a corporation, a partnership or a trust. EXHIBIT A Page 2 Neither the City nor the Agent shall be required to make such exchange or registration of transfer of Bonds during the fifteen (15) days immediately preceding any Interest Payment Date or any exchange or transfer of a Bond after such Bond has been called for redemption. The City and the Agent may treat the Owner hereof as the absolute owner for all purposes, and the City and the Agent shall not be affected by any notice to the contrary. [INSERT REDEMPTION PROVISIONS HERE] The bonds are subject to refunding under the procedures of Division 11 (commencing with Section 9000) or Division 11.5 (commencing with Section 9500) of the Streets and Highways Code subject to the conditions set forth in the Paying Agent Agreement. This Bond is a Limited Obligation Improvement Bond because, under the Resolution of Issuance and the Agreement, the City is not obligated to advance funds fiom the City treasury to cover any deficiency which may occur in the redemption fund for the bonds; however, the City is not prevented, in its sole discretion, from so advancing funds. Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. IN WITNESS WHEREOF, the City of Palo Alto has caused the Bond to be dated the Dated Date set forth above, to be signed in facsimile by its Treasurer and by its City Clerk, and has caused its corporate seal to be reproduced in facsimile hereon. CITY OF PALO ALTO By Treasurer By City Clerk EXHIBIT A Page 3 CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the bonds described in the within mentioned Agreement, which has been authenticated and registered on U.S. BANK NATIONAL ASSOCIATION, as Paying Agent By Authorized Signatory EXHIBIT A Page 4 ASSIGNMENT For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint , attorney, to transfer the same on the registration books of the Agent, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor. NOTICE: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT A Page 5 26005-61 EXHIBIT C Relating to: Limited Obligation Refunding Improvement Bonds CITY OF PALO ALTO University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) 5-7-07 5-28-07 6-25-07 7-3-07 ESCROW DEPOSIT AND TRUST AGREEMENT (2001-A BONDS) THIS ESCROW DEPOSIT AND TRUST AGREEMENT (2001-A BONDS) (the "Agreement") is dated as of July 1, 2007 in connection with the Limited Obligation Refunding Improvement Bonds, City of Pa!o Alto, University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) (the "Bonds"), and is entered into by and between the CITY OF PALO ALTO (herein the "City"), a chartered city, duly organized and existing under and by virtue of the Constitution and laws of the State of California, and U.S. BANK NATIONAL ASSOCIATION, as escrow holder (the "Escrow Holder") and/or Prior Bonds Agent (as defined herein), a national banking association having a corporate trust office in San Francisco, California; WITNESSETH." WHEREAS, the City, by its Resolution No. adopted July 23, 2007 (the "Resolution of Issuance"), has authorized the issuance of the Bonds, and therein determined to use the proceeds of the Bonds to retire, in advance of their stated maturities, the presently outstanding principal amounts of the $9,135,000 initial princip!l amount Limited Obligation Improvement Bonds City of PaIo Alto University Avenue Area Off-Street Parking Assessment District Series 200!-A (the "Prior Bonds"); WHEREAS, the City, has directed that the Director of Administrative Services of the City enter into this Agreement whereby the proceeds of sale of the Bonds, together with other funds relating to the Prior Bonds held by the City and U.S. Bank National Association, acting as paying agent for the Prior Bonds (the "Prior Bonds Agent"), shall be deposited in a special escrow fund (the "Escrow Fund"), constituting an irrevocable escrow created and maintained with the Escrow Holder, such amounts deposited in the escrow to be invested in Federal Securities and to be in a total amount sufficient, together with investment earnings, to pay and call and redeem the Prior Bonds and to pay the principal of, premium and the interest on the Prior Bonds; WHEREAS, in furtherance of such redemption, the City wishes to provide for the investment, use and disposition of, interest on the funds deposited into the Escrow Fund to accomplish the timely redemption and payment of the Prior Bonds; and WHEREAS, the Escrow Holder has full powers to act with respect to the Escrow Fund and to perform the duties and obligations to be undertaken pursuant to this Agreement; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth and for other valuable consideration, the City and the Escrow Holder agree as follows: Section 1. Definitions. Capitalized terms used herein are used with the meanings assigned to them in the Paying Agent Agreement dated as of July 1, 2007, by and between the City and U.S. Bank National Association, as paying agent (the "Paying Agent") and in the recitals hereof unless the context clearly requires some other meaning. Sectio~z 2. Redemption Provisions: Establishment of Escrow: Deposit of Funds. Section 8.03 of the 2001-A Bonds Resolution provides that the City may pay and discharge the entire indebtedness on all Outstanding Prior Bonds by irrevocably depositing with the Escrow Holder, in trust, cash and "Federal Securities" in such amount as the City shall determine, as confirmed by an independent certified public accountant, which will, together with the interest to accrue thereon and moneys then on deposit in the Redemption Fund be fully sufficient to pay and discharge the indebtedness on all Prior Bonds, including all principal, interest and any applicable redemption premiums, at or before their respective maturity dates. "Federal Securities" is defined in the 2001-A Bonds Resolution as "any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein: (a) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America); and (b) obligations of any department, agency or instrumentality of the United States of America the timely payment of principal of and interest on which are unconditionally and fully guaranteed by the United States of America." The Escrow Fund is hereby established by the City with the Escrow Holder as an irrevocable escrow to be maintained by the Escrow Holder in escrow for the benefit and protection of the owners of the Prior Bonds. Concurrently with the delivery of the Bonds to the purchaser thereof, an amount of the proceeds thereof together with certain other funds held by the City or the Prior Bonds Agent with respect to the Prior Bonds, all as set forth in Exhibit A hereto, in immediately available moneys, shall be paid by the City or the Prior Bonds Agent, as applicable, to the Escrow Holder for deposit into the Escrow Fund to be used exclusively for the timely redemption of the Prior Bonds. If at any time the Escrow Holder shall receive actual knowledge that the moneys and -2- Federa! Securities in the Escrow Fund will not be sufficient to make any payment required hereunder, the Escrow Holder shall notify the City of such fact and the City shall promptly cure such deficiency. The Escrow Holder shall not be liable for any such deficiency. Section 3. Purchase of Federal Securities. (A) The Escrow Holder shall use such portion of the amounts deposited in the Escrow Fund pursuant to Section 2 to acquire in its own name as Escrow Holder, the Federal Securities (as defined in the 2001-A Bonds Resolution) described in "Exhibit "B" attached hereto and by this reference incorporated herein, and shall hold any remaining amount uninvested. The Escrow Holder is hereby authorized and empowered to deposit uninvested monies held hereunder from time to time in demand deposit accounts, without payment for interest thereon as provided hereunder, established at commercial banks that are corporate affiliates of the Escrow Holder. (B) The Escrow Holder may solely at the written direction of the City invest and reinvest in Federal Securities and any moneys remaining from time to time in the Escrow Fund until they are needed, provided, however, that such moneys shall be reinvested in United States Treasury Securities - State and Local Government Series maturing no later than the dates specified in Exhibit "B" hereto at an interest rate of zero percent (0%), or for such maturities or at such interest rates as the Escrow Holder shall be directed by Certificate of the City but only if such Certificate shall be accompanied by an opinion of nationally recognized bond counsel that investment in accordance with such Certificate will not affect, for Federal income tax purposes, the exemption from Federal income taxes of the interest on the Prior Bonds and the Bonds. Section 4. Payment for and Use of Federal Securities. Payment for the Federal Securities referred to in Section 3 shall be conclusively evidenced by the Escrow Holder’s execution and delivery of an acknowledgment of payment. The Federal Securities and the interest thereon shall be used to satisfy the requirement of payment and discharge of the Prior Bonds in lawful money of the United States of America and shall be held by the Escrow Holder solely for redemption and payment of the Prior Bonds. Section 5. Retention for, and Payment of, the Prior Bonds. There shall be retained in the Escrow Fund all interest accruing fi’om and principal paid on the Federal Securities deposited therein pursuant to Section 3 hereof to the extent required for the payment of the principal of, premium and interest on the Prior Bonds, and all of the moneys and Federal Securities in the Escrow Fund, except as herein otherwise expressly provided, are hereby irrevocably pledged, in trust, to the payment of the principal of, premium and interest on the Prior Bonds. The City hereby instructs the Prior Bonds Agent, (i) to pay principal and interest on the Prior Bonds through September 2, 2007 and (ii) on September 2, 2007, to redeem the Prior Bonds at the redemption prices set forth in the 2001-A Bonds Resolution, and the Escrow Holder shall transfer to the Prior Bonds Agent from the Escrow Fund such amounts as may be necessary for such purposes, as shown on Exhibit C attached hereto and by this reference incorporated therein. Any monies remaining in the Escrow Fund established under this Agreement after -3- making all of the payments described in this Section 5 shall be transferred to the Paying Agent for the Bonds, for deposit into the Redemption Fund for the Bonds. Section 6. Notice of Redemption. The Prior Bonds Agent is hereby directed to give notice of the redemption of the Prior Bonds to the Registered Owners thereof in accordance with the provisions of the 2001-A Bonds Resolution so that redemption shall occur strictly in accordance with the applicable provisions thereof. Section 7. Substitution of Federal Securities. The City may at any time direct the Escrow Holder to substitute noncallab]e Federal Securities then issued by the United States of America (constituting direct obligations of the United States of America) for any or all of the Federal Securities then deposited in the Escrow Fund, provided that any such direction and substitution shall be accompanied with a certification of an independent certified public accountant or firm of certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of political subdivisions that the Federal Securities then to be so deposited in the Escrow Fund, together with interest to be derived therefrom, shall be in an amount at all times at least sufficient to make the payments specified in Section 5 hereof and, further, to be accompanied with an opinion of nationally recognized bond counsel that the substitution wil! not affect, for Federal income tax purposes, the exemption from Federal income taxes of the interest on the Prior Bonds and the Bonds. In the event that, following any such substitution of Federal Securities pursuant to this Section 7, there is an amount of moneys or Federal Securities in excess of an amount sufficient to make the payments required by Section 5 hereof, such excess shall be paid to the City. Section 8. Limited Power of Escrow Holder: Permitted Investments. Except as herein otherwise expressly provided, the Escrow Holder shall have no power or duty to make substitutions of the Federal Securities, or to sell, transfer or otherwise dispose of the Federal Securities. Section 9. No Arbitrage. The City hereby covenants that no part of the Escrow Fund shall be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause the Prior Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code and regulations promulgated thereunder. Section 10. Records. The Escrow Holder will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Federal Securities accruing to the Escrow Holder hereunder, and such books shall be available for inspection at reasonable hours and under reasonable conditions with reasonable prior notice by the owners of the Prior Bonds and the Bonds. Section I1. Proper Filings. The City wil!, at its expense, execute, acknowledge, deliver or file this Agreement and assignments, transfers, financing statements, continuation statements, and assurances required for the better assuring, conveying, pledging, assigning and confirming unto the Escrow Holder, the moneys and Federal Securities hereby pledged, or intended so to be or which the City may be or may hereafter become bound to pledge, convey or assign to the -4- Escrow Holder or for carrying out the intention or facilitating the performance of the terms of this Agreement. Section 12. Discharge. The covenants, liens and pledges entered into, created or imposed pursuant to this Agreement shall be fully discharged, and satisfied when all of the Prior Bonds shall have been paid in full, as to principal, premium and interest. Upon such discharge and satisfaction this Agreement shall cease, terminate and become null and void, and thereupon the Escrow Holder shall, upon the written request of the City, forthwith execute proper instruments acknowledging satisfaction and discharge of this Agreement. Section 13. Termination: Unclaimed Funds. Notwithstanding any other provision of this Agreement any money held by the Prior Bonds Agent for the payment of the principal of, premium and interest on the Prior Bonds and remaining unclaimed for two (2) years after the principal of all of the Prior Bonds shall have been called for redemption and after the date of redemption shall then be repaid to the City upon its written request, and the registered owners of the Prior Bonds shall thereafter be entitled to look only to the City for the repayment thereof, and liability of the Prior Bonds Agent with respect to such money shall thereupon cease. In the event of the repayment of any such money to the City as aforesaid, the registered owners of the Prior Bonds secured hereby with respect to which such money was deposited shall thereafter be deemed to be unsecured creditors of the City, without interest. Notwithstanding the foregoing the Prior Bonds Agent shall, upon the written request of the City repay such money to the City at any time earlier than two (2) years, if failure to repay such money to the City, within such earlier period shall give rise to the operation of any escheat statute under applicable State law. Any unclaimed funds repaid to the City shall be placed by the City in the Redemption Fund for the Bonds and used for credit on debt service on the Bonds. Section 14. No Implied Duties: No Rights to Others. Nothing in this Agreement expressed or implied is intended or shall be construed to give to any person other than the City, the Escrow Holder, the Prior Bonds Agent and the registered owners of the Prior Bonds, any legal or equitable right, remedy or claim under or in respect to this Agreement or any covenants, conditions or provisions therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the City, the Escrow Holder and the Owners of the Prior Bonds. The Escrow Holder shall perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Escrow Holder. Section 15. Immunities and Liabilities of Escrow Holder. (A) The Escrow Holder shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. The Escrow Holder is not required to resolve conflicting demands to money or property in its possession under this Agreement. (B) The Escrow Holder may consult with counsel of its own choice (which may be counsel to the City) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action hereunder in accordance with such opinion of counsel. -5- (C) The Escrow Holder shall not be responsible for any of the recitals or representations contained herein or in the Resolution of Issuance. (D) The Escrow Holder may become the owner of, or acquire any interest in, any of the Prior Bonds with the same rights that it would have if it were not the Escrow Holder, and may engage or be interested in any financial or other transaction with the City. (E) The Escrow Holder shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys or Federal Securities deposited with it to pay the principal, interest or premiums, if any, on the Prior Bonds and shall not be liable for any insufficiency of such moneys and securities to affect such payment. (F) The Escrow Holder shall not be liable for any action or omission of the City under this Agreement or the Resolution of Issuance. (G) Whenever in the administration of this Agreement the Escrow Holder shall deem it necessary or desirable that a matter be proved or established before taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Holder, be deemed to be conclusively proved and established by a certificate of an Authorized Official of the City, and such certificate shall, in the absence of negligence or willful misconduct on the part of the Escrow Holder, be full warrant to the Escrow Holder for any action taken or suffered by it under the provisions of this Agreement upon the faith thereof. (H) The Escrow Holder may at any time resign by giving written notice to the City of such resignation. The City shall promptly appoint a successor Escrow Holder by the resignation date. Resignation of the Escrow Holder will be effective only upon acceptance of appointment by a successor Escrow Holder. If the City does not appoint a successor, the Escrow Holder may petition any court of competent jurisdiction for the appointment of a successor Escrow Holder, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Holder. After receiving a notice of resignation of an Escrow Holder, the City may appoint a temporary Escrow Holder to replace the resigning Escrow Holder until the City appoints a successor Escrow Holder. Any such temporary Escrow Holder so appointed by the City, shall immediately and without further act be superseded by the successor Escrow Holder so appointed. (I) The City agrees to indemnify the Escrow Holder, its agents and its officers or employees for and to hold the Escrow Holder, its agents, officers or employees harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel, including in-house counsel, for the Escrow Holder) which may be imposed on, incurred by, or asserted against the Escrow Holder at any time by reason of the performance of its duties as Escrow Holder hereunder and under the Resolution of Issuance, in any transaction arising out of this Agreement or the Bond Resolution or any of the transactions contemplated herein or in the Resolution of Issuance, unless due to the Escrow Holder’s or its officers’ or employees’ or agents’ negligence or willful misconduct. Such indemnity shall survive the termination of this Agreement or resignation or removal of the Escrow Holder. (J) All notices, certificates or other communications hereunder with the Escrow Holder shall be addressed to the Escrow Holder at: U.S. Bank National Association One California Street, Suite 2100 San Francisco, CA 94111 Attention: Corporate Trust Services Section 16. Waiver of Notice. Whenever in this Agreement the giving of notice by mail or otherwise shall be required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section I7. Fees. The Escrow Holder’s fees, expenses and reimbursement for costs incurred, for and in carrying out the provisions of this Agreement have been fixed by separate agreement. The Escrow Holder shall also be entitled to additional fees, expenses and reimbursement for costs incurred in connection with the performance of its duties and exercise of its powers hereunder, including but not limited to legal and accounting services, in connection with any litigation which may at any time be instituted involving this Agreement. The fees incurred by the Escrow Holder shall in no event be deducted from the Escrow Fund. Section 18. Severabilitv. Ira case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shatl be construed as if such invalid or illegal or unenforceable provisions has never been contained herein. Section 19. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and such counterparts, or as many of them as the City and the Escrow Holder shall preserve undestroyed, shall together constitute but one and the same instrument. Section 20. Business Days. Whenever any act is required by this Agreement to be done on a specified day or date, and such day or date shall be a day other than a business day, then such act may be done on the next succeeding business day. Section 21. California Law. This Agreement shall be governed exclusively by and interpreted in accordance with, the laws of the State of California. -7- IN WITNESS WHEREOF, the City and the Escrow Holder have each caused this Agreement to be executed by the duly authorized officers thereof and have caused the corporate seal to be affixed hereto and attested as of the date first above written. CITY OF PALO ALTO By: Director of Administrative Services U.S. BANK NATIONAL ASSOCIATION, as Escrow Holder By: Authorized Officer -8- EXHIBIT A CITY OF PALO ALTO University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) DESCRIPTION OF ESCROW FUND AND DEPOSIT OF FUNDS Source Proceeds of Bonds Reserve Fund Relating to Prior Bonds Redemption Fund Relating to Prior Bonds Total Amount Exhibit A EXHIBIT B CITY OF PALO ALTO University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) DESCR~TION OF FEDERAL SECURITIES Maturity Par Date Amount Coupon Cost Exhibit B EXHIBIT C CITY OF PALO ALTO University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) PAYMENT AND REDEMPTION SCHEDULE OF PRIOR BONDS Payment Principal Redemption Date PrinciE24[Interest Redeemed Premium 9/2/07 2% Total Payment Exhibit C 26005-61 EXHIBIT D Relating to: Limited Obligation Refunding Improvement Bonds CITY OF PALO ALTO University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) 5-7-07 5-28-07 6-25-07 7-3-07 ESCROW DEPOSIT AND TRUST AGREEMENT (2002-A BONDS) THIS ESCROW DEPOSIT AND TRUST AGREEMENT (2002-A BONDS) (the "Agreement") is dated as of July 1, 2007 in connection with the Limited Obligation Refunding Improvement Bonds, City of Palo Alto, University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) (the "Bonds"), and is entered into by and between the CITY OF PALO ALTO (herein the "City"), a chartered city, duly organized and existing under and by virtue of the Constitution and laws of the State of California, and U.S. BANK NATIONAL ASSOCIATION, as escrow holder (the "Escrow Holder’’) and/or Prior Bonds Agent (as defined herein), a national banking association having a corporate trust office in San Francisco, California; WITNESSETH: WHEREAS, the City, by its Resolution No. adopted July 23, 2007 (the "Resolution of Issuance"), has authorized the issuance of the Bonds, and therein determined to use the proceeds of the Bonds to retire, in advance of their stated maturities, the presently outstanding principal amounts of the $35,460,000 initial principal amount Limited Obligation Improvement Bonds City of Palo Alto University Avenue Area Off-Street Parking Assessment District Series 2002-A (the "Prior Bonds"); WHEREAS, the City, has directed that the Director of Administrative Services of the City enter into this Agreement whereby the proceeds of sale of the Bonds, together with other funds relating to the Prior Bonds held by the City and U.S. Bank National Association, acting as paying agent for the Prior Bonds (the "Prior Bonds Agent"), shall be deposited in a special escrow fund (the ’~Escrow Fund"), constituting an irrevocable escrow created and maintained with the Escrow Holder, such amounts deposited in the escrow to be invested in Federal Securities and to be in a total amount sufficient, together with investment earnings, to pay and call and redeem the Prior Bonds and to pay the principal of, premium and the interest on the Prior Bonds; WHEREAS, in furtherance of such redemption, the City wishes to provide for the investment, use and disposition of, interest on the funds deposited into the Escrow Fund to accomplish the timely redemption and payment of the Prior Bonds; and WHEREAS, the Escrow Holder has full powers to act with respect to the Escrow Fund and to perform the duties and obligations to be undertaken pursuant to this Agreement; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth and for other valuable consideration, the City and the Escrow Holder agree as follows: Section 1. Definitions. Capitalized terms used herein are used with the meanings assigned to them in the Paying Agent Agreement dated as of July 1, 2007, by and between the City and U.S. Bank National Association, as paying agent (the "Paying Agent") and in the recitals hereof unless the context clearly requires some other meaning. Section 2. Redemption Provisions: Establishment of Escrow: Deposit of Funds. Section 8.03 of the 2002-A Bonds Resolution provides that the City may pay and discharge the entire indebtedness on all Outstanding Prior Bonds by irrevocably depositing with the Escrow Holder, in trust, cash and "Federal Securities" in such amount as the City shall determine, as confirmed by an independent certified public accountant, which will, together with the interest to accrue thereon and moneys then on deposit in the Redemption Fund be fully sufficient to pay and discharge the indebtedness on all Prior Bonds, including all principal, interest and any applicable redemption premiums, at or before their respective maturity dates. "Federal Securities" is defined in the 2002-A Bonds Resolution as "any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein: (a) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America); and (b) obligations of any department, agency or instrumentality of the United States of America the timely payment of princip!l of and interest on which are unconditionally and fully guaranteed by the United States of America." The Escrow Fund is hereby established by the City with the Escrow Holder as an irrevocable escrow to be maintained by the Escrow Holder in escrow for the benefit and protection of the owners of the Prior Bonds. Concurrently with the delivery of the Bonds to the purchaser thereof, an amount of the proceeds thereof together with certain other funds held by the City or the Prior Bonds Agent with respect to the Prior Bonds, all as set forth in Exhibit A hereto, in immediately available moneys, shall be paid by the City or the Prior Bonds Agent, as applicable, to the Escrow Holder for deposit in the Escrow Fund to be used exclusively for the timely redemption of the Prior Bonds. If at any time the Escrow Holder shall receive actual knowledge that the moneys and Federal Securities in the Escrow Fund will not be sufficient to make any payment required hereunder, the Escrow Holder shall notify the City of such fact and the City shall promptly cure such deficiency. The Escrow Holder shall not be liable for any such deficiency. Section 3. Purchase of Federal Securities. (A) The Escrow Holder shall use such portion of the amounts deposited in the Escrow Fund pursuant to Section 2 to acquire in its own name as Escrow Holder, the Federal Securities (as defined in the 2002-A Bonds Resolution) described in "Exhibit "B" attached hereto and by this reference incorporated herein, and shall hold any remaining amount uninvested. The Escrow Holder is hereby authorized and empowered to deposit uninvested monies held hereunder from time to time in demand deposit accounts, without payment for interest thereon as provided hereunder, established at commercial banks that are corporate affiliates of the Escrow Holder. (B) The Escrow Holder may solely at the written direction of the City invest and reinvest in Federal Securities and any moneys remaining from time to time in the Escrow Fund until they are needed, provided, however, that such moneys shall be reinvested in United States Treasury Securities - State and Local Government Series maturing no later than the dates specified in Exhibit "B" hereto at an interest rate of zero percent (0%), or for such maturities or at such interest rates as the Escrow Holder shall be directed by Certificate of the City but only if such Certificate shall be accompanied by an opinion of nationally recognized bond counsel that investment in accordance with such Certificate will not affect, for Federal income tax purposes, the exemption from Federal income taxes of the interest on the Prior Bonds and the Bonds. Section 4. Payment for and Use of Federal Securities. Payment for the Federal Securities refe~Ted to in Section 3 shall be conclusively evidenced by the Escrow Holder’s execution and delivery of an acknowledgment of payment. The Federal Securities and the interest thereon shall be used to satisfy the requirement of payment and discharge of the Prior Bonds in lawful money of the United States of America and shall be held by the Escrow Holder solely for redemption and payment of the Prior Bonds. Section 5. Retention for, and Payment of, the Prior Bonds. There shall be retained in the Escrow Fund all interest accruing from and principal paid on the Federal Securities deposited therein pursuant to Section 3 hereof to the extent required for the payment of the principal of, premium and interest on the Prior Bonds, and all of the moneys and Federal Securities in the Escrow Fund, except as herein otherwise expressly provided, are hereby irrevocably pledged, in trust, to the payment of the principal of, premium and interest on the Prior Bonds. The City hereby instructs the Prior Bonds Agent, (i) to pay principal and interest on the Prior Bonds through September 2, 2007 and (ii) on September 2, 2007, to redeem the Prior Bonds at the redemption prices set forth in the 2002-A Bonds Resolution, and the Escrow Holder shall transfer to the Prior Bonds Agent from the Escrow Fund such amounts as may be necessary for such purposes, as shown on Exhibit C attached hereto and by this reference incorporated therein. Any monies remaining in the Escrow Fund established under this Agreement after -3- making all of the payments described in this Section 5 shall be transferred to the Paying Agent for the Bonds, for deposit into the Redemption Fund for the Bonds. Section 6. Notice of Redemption. The Prior Bonds Agent is hereby directed to give notice of the redemption of the Prior Bonds to the Registered Owners thereof in accordance with the provisions of the 2002-A Bonds Resolution so that redemption shall occur strictly in accordance with the applicable provisions thereof. Section 7. Substitution of Federal Securities. The City may at any time direct the Escrow Holder to substitute noncallable Federal Securities then issued by the United States of America (constituting direct obligations of the United States of America) for any or all of the Federal Securities then deposited in the Escrow Fund, provided that any such direction and substitution shall be accompanied with a certification of an independent certified public accountant or firm of certified public accountant or firm of certified public accountants of favorable national reputation experienced in the refunding of obligations of politica! subdivisions that the Federal Securities then to be so deposited in the Escrow Fund, together with interest to be derived therefrom, shall be in an amount at all times at least sufficient to make the payments specified in Section 5 hereof and, further, to be accompanied with an opinion of nationally recognized bond counsel that the substitution will not affect, for Federal income tax purposes, the exemption from Federal income taxes of the interest on the Prior Bonds and the Bonds. In the event that, following any such substitution of Federal Securities pursuant to this Section 7, there is an amount of moneys or Federal Securities in excess of an amount sufficient to make the payments required by Section 5 hereof, such excess shall be paid to the City. Section 8. Limited Power of Escrow Holder: Permitted Investments. Except as herein otherwise expressly provided, the Escrow Holder shall have no power or duty to make substitutions of the Federal Securities, or to sell, transfer or otherwise dispose of the Federal Securities. Section 9. No Arbitra~e. The City hereby covenants that no part of the Escrow Fund shall be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause the Prior Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code and regulations promulgated thereunder. Section 10. Records. The Escrow Holder will keep books of record and account in which complete and correct entries shal! be made of all transactions relating to the receipts, disbursements, allocations and application of the money and Federal Securities accruing to the Escrow Holder hereunder, and such books shall be available for inspection at reasonable hours and under reasonable conditions with reasonable prior notice by the owners of the Prior Bonds and the Bonds. Section 11. Proper Filings. The City will, at its expense, execute, acknowledge, deliver or file this Agreement and assignments, transfers, financing statements, continuation statements, and assurances required for the better assuring, conveying, pledging, assigning and confirming unto the Escrow Holder, the moneys and Federal Securities hereby pledged, or intended so to be or which the City may be or may hereafter become bound to pledge, convey or assign to the -4- Escrow Holder or for carrying out the intention or facilitating the performance of the terms of this Agreement. Section 12. Discharge. The covenants, liens and pledges entered into, created or imposed pursuant to this Agreement shall be fully discharged, and satisfied when all of the Prior Bonds shall have been paid in full, as to principal, premium and interest. Upon such discharge and satisfaction this Agreement shall cease, terminate and become null and void, and thereupon the Escrow Holder shall, upon the written request of the City, forthwith execute proper instruments acknowledging satisfaction and discharge of this Agreement. Seclion 13. Termination: Unclaimed Funds. Notwithstanding any other provision of this Agreement any money held by the Prior Bonds Agent for the payment of the principal of, premium and interest on the Prior Bonds and remaining unclaimed for two (2) years after the principal of all of the Prior Bonds shall have been called for redemption and after the date of redemption shall then be repaid to the City upon its written request, and the registered owners of the Prior Bonds shall thereafter be entitled to look only to the City for the repayment thereof, and liability of the Prior Bonds Agent with respect to such money shall thereupon cease, in the event of the repayment of any such money to the City as aforesaid, the registered owners of the Prior Bonds secured hereby with respect to which such money was deposited shall thereafter be deemed to be unsecured creditors of the City, without interest. Notwithstanding the foregoing the Prior Bonds Agent shall, upon the written request of the City repay such money to the City at any time earlier than two (2) years, if failure to repay such money to the City, within such earlier period shall give rise to the operation of any escheat statute under applicable State law. Any unclaimed funds repaid to the City shall be placed by the City in the Redemption Fund for the Bonds and used for credit on debt service on the Bonds. Sectio~z 14. No Implied Duties: No Rights to Others. Nothing in this Agreement expressed or implied is intended or shall be construed to give to any person other than the City, the Escrow Holder, the Prior Bonds Agent and the registered owners of the Prior Bonds, any legal or equitable right, remedy or claim under or in respect to this Agreement or any covenants, conditions or provisions therein or herein contained; and all such covenants, conditions and provisions ire and shall be held to be for the sole and exclusive benefit of the City, the Escrow Holder and the Owners of the Prior Bonds. The Escrow Holder shall perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Escrow Holder. Section 15. Immunities and Liabilities of Escrow Holder. (A) The Escrow Holder shall not have any liability hereunder except to the extent of its own negligence or willful misconduct. The Escrow Holder is not required to resolve conflicting demands to money or property in its possession under this Agreement. (B) The Escrow Holder may consult with counsel of its own choice (which may be counsel to the City) and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action hereunder in accordance with such opinion of counsel. -5- (C) The Escrow Holder shall not be responsible for any of the recitals or representations contained herein or in the Resolution of Issuance. (D) The Escrow Holder may become the owner of, or acquire any interest in, any of the Prior Bonds with the same rights that it would have if it were not the Escrow Holder, and may engage or be interested in any financial or other transaction with the City. (E) The Escrow Holder shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys or Federal Securities deposited with it to pay the principal, interest or premiums, if any, on the Prior Bonds and shall not be liable for any insufficiency of such moneys and securities to affect such payment. (F) The Escrow Holder shall not be liable for any action or omission of the City under this Agreement or the Resolution of Issuance. (G) Whenever in the administration of this Agreement the Escrow Holder shall deem it necessary or desirable that a matter be proved or established before taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow Holder, be deemed to be conclusively proved and established by a certificate of an Authorized Official of the City, and such certificate shall, in the absence of negligence or willful misconduct on the part of the Escrow Holder, be full warrant to the Escrow Holder for any action taken or suffered by it under the provisions of this Agreement upon the faith thereof. (H) The Escrow Holder may at any time resign by giving written notice to the City of such resignation. The City shall promptly appoint a successor Escrow Holder by the resignation date. Resignation of the Escrow Holder will be effective only upon acceptance of appointment by a successor Escrow Holder. If the City does not appoint a successor, the Escrow Holder may petition any court of competent jurisdiction for the appointment of a successor Escrow Holder, which court may thereupon, after such notice, if any, as it may deem proper and prescribe and as may be required by law, appoint a successor Escrow Holder. After receiving a notice of resignation of an Escrow Holder, the City may appoint a temporary Escrow Holder to replace the resigning Escrow Holder until the City appoints a successor Escrow Holder. Any such temporary Escrow Holder so appointed by the City, shall immediately and without further act be superseded by the successor Escrow Holder so appointed. (I) The City agrees to indemnify the Escrow Holder, its agents and its officers or employees for and to hold the Escrow Holder, its agents, officers or employees harmless from and against any and a!l liabilities, obligations, losses, damages, penalties, actions, iudgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel, including in-house counsel, for the Escrow Holder) which may be imposed on, incurred by, or asserted against the Escrow Holder at any time by reason of the performance of its duties as Escrow Holder hereunder and under the Resolution of Issuance, in any -6- transaction arising out of this Agreement or the Bond Resolution or any of the transactions contemplated herein or in the Resolution of Issuance, unless due to the Escrow Holder’s or its officers’ or employees’ or agents’ negligence or willful misconduct. Such indemnity shall survive the termination of this Agreement or resignation or removal of the Escrow Holder. (J) All notices, certificates or other communications hereunder with the Escrow Holder shall be addressed to the Escrow Holder at: U.S. Bank National Association One California Street, Suite 2100 San Francisco, CA 94111 Attention: Corporate Trust Services Section 16. Waiver of Notice. Whenever in this Agreement the giving of notice by mail or otherwise shall be required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Section 17. Fees. The Escrow Holder’s fees, expenses and reimbursement for costs incurred, for and in carrying out the provisions of this Agreement have been fixed by separate agreement. The Escrow Holder shall also be entitled to additional fees, expenses and reimbursement for costs incurred in connection with the performance of its duties and exercise of its powers hereunder, including but not limited to legal and accounting services, in connection with any litigation which may at any time be instituted involving this Agreement. The fees incurred by the Escrow Holder shall in no event be deducted from the Escrow Fund. Section 18. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceabitity shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provisions has never been contained herein. Section 19. Counterparts. This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and such counterparts, or as many of them as the City and the Escrow Holder shall preserve undestroyed, shall together constitute but one and the same instrument. Section 20. Business Days. Whenever any act is required by this Agreement to be done on a specified day or date, and such day or date shall be a day other than a business day, then such act may be done on the next succeeding business day. Section 21. California Law. This Agreement shall be governed exclusively by and interpreted in accordance with, the laws of the State of California. -7- IN WITNESS WHEREOF, the City and the Escrow Holder have each caused this Agreement to be executed by the duly authorized officers thereof and have caused the corporate seal to be affixed hereto and attested as of the date first above written. CITY OF PALO ALTO By: Director of Administrative Services U.S. BANK NATIONAL ASSOCIATION, as Escrow Holder By: Authorized Officer EXHIBIT A CITY OF PALO ALTO University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) DESCRIPTION OF ESCROW FUND AND DEPOSIT OF FUNDS Source Proceeds of Bonds Reserve Fund Relating to Prior Bonds Redemption Fund Relating to Prior Bonds Total Amount Exhibit A EXHIBIT B CITY OF PALO ALTO University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) DESCRIPTION OF FEDERAL SECURITIES Maturity Par Date Amount Coupon Cost Exhibit B EXHIBIT C CITY OF PALO ALTO University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) PAYMENT AND REDEMPTION SCHEDULE OF PRIOR BONDS Payment Principal Redemption Date Princip_O Interest Redeemed Premium 912107 2% Total Payment Exhibit C 26005-61 EXHIBIT E 5/9/07 6/6/07 7/3/07 PRELIMINARY OFFICIAL STATEMENT DATED____,2007 NEW ISSUE RATINGS: S&P Insured: Uninsured: In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel subject, however to certain qualifications described herein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the alternative minimum tax imposed on certain corporations, such interest is taken into account in determining certain income and earnings. In the further opinion of BondCounsel, such interest is exempt from Califomia personal income taxes. See "LEGAL MATTERS". $ LIMITED OBLIGATION REFUNDING IMPROVEMENT BONDS CiTY OF PALO ALTO UNIVERSITY AVENUE AREA OFF-STREET PARKING ASSESSMENT DISTRICT (Reassessment and Refunding of 2007) Dated: Date of Issuance Due: September 2, as shown below The above-referenced Bonds are being issued by the City of Palo Alto, California (the "City") pursuant to the Refunding Act of 1984 for 1915 Improvement Bonds, to (i) redeem the outstanding $9,135,000 initial principal amount Limited Obligation Improvement Bonds City of Palo Alto University Avenue Area Off-Street Parking Assessment District Series 2001-A and the outstanding $35,460,000 initial principal amount Limited Obligation Improvement Bonds City of Palo Alto University Avenue AreaOff-Street Parking Assessment District Series 2002-A, (ii) make an initial deposit into a debt service reserve fund, and (iii) pay certain costs of issuance associated with the Bonds. The Bonds will be issued in the denominations of $5,000 or any integral multiple thereof. Interest is payable on March 2, 2008 and semiannually thereafter on September 2 and March 2 each year. The Bonds will be initially issued only in book-entry form and registered to Cede & Co. as nominee of The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository of the Bonds. Principal and interest (and premium, if any) on the Bonds is payable by U.S. Bank National Association, as paying agent for the Bonds (the "Paying Agent") to DTC, which remits such payments to its Participants for subsequent distribution to the registered owners as shown on the Paying Agent’s books as of the fifteenth day of the calendar month immediately preceding each interest payment date. See "THE BONDS - Book-Entry Only System" and "- General". The Bonds are subject to redemption prior to maturity as described in this Official Statement. See "SPECIAL RISK FACTORS" in this Official Statement for a discussion of the risk factors that should be considered in evaluating the investment quality of the Bonds. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE COUNTY OF SANTA CLARA, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE INFORMATION SET FORTH IN THIS OFFICIAL STATEMENT, INCLUDING INFORMATION UNDER THE HEADING "SPECIAL RISK FACTORS," SHOULD BE READ IN ITS ENTIRETY. Payment of the principal of and interest on the Bonds when due will be insured by a financial guaranty insurance policy to be issued by Ambac Assurance Corporation simultaneously with the delivery of the Bonds. See "BOND INSURANCE". [Ambac Logo] MATURITY SCHEDULE (see inside cover) THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TQ THE MAKING OF AN INFORMED INVESTMENT DECISION. The Bonds will be sold pursuant to competitive sale on __, 2007, pursuant to the terms of the Official Notice of Sale dated as of July 24, 2007. The Bonds will be offered when, as and if issued, subject to the approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. In addition, certain legal matters will be passed upon for the City by the City Attorney. Jones Hall, A Professional Law Corporation, San Francisco, California, is acting as Disclosure Counsel to the City. It is anticipated that the Bonds in book-entry form will be available for delivery through the facilities of DTC on or about August _, 2007. Dated: July _, 2007. Preliminary; subject to change. MATURITY SCHEDULE Maturity (September 2) Base CUSIPt: Principa~Interest Price CUSIP1- Amount Rate or Yield Number $ S % Term Bonds due September 2, 20__; Price: __ % Term Bonds due September 2, 20__; Price: __ _%; CUSIP: __ %; CUSIP: __ 1" CUSIP® A ~egistered trademark of the American Bankers Association. Copyright,~ 1999-2007 Standard & Poor’s, Division of The McGraw-Hil! Companies. Inc CUSIP® data in this Official Statement is provided by Standard & Poor’s CUSIP Service Bureau. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service Bureau. CUSIP® numbers are provided for convenience of reference only. The City disclaims responsibility for the accuracy of such numbers. CiTY OF PALO ALTO CITY COUNCIL MEMBERS Yoriko Kishimoto, Mayor Larry Klein, Vice Mayor John Barton, Member Bern Beecham, Member LaDoris H. Cordell, Member Peter Drekmeier, Member Judy Kleinberg, Member Jack Morton, Member Dena Mossar, Member CITY STAFF Frank Benest, City Manager Emily Harrison, Assistant City Manager Carl Yeats, Administrative Services, Director Gary Baum, City Attorney Donna Rogers, City Clerk FINANCIAL ADVISOR Stone & Youngberg LLC San Francisco, California BOND AND DISCLOSURE COUNSEL Jones Hall, A Professional Law Corporation San Francisco, California FISCAL AND ESCROW AGENT U.S. Bank National Association San Francisco, California VERIFICATION AGENT [to come] REASSESSIVIENT ENGINEER Harris & Associates Concord, California TABLE OF CONTENTS INTRODUCTION ..............................................................................................................1 The City ......................................................................................................................1 The District; Prior Bonds .............................................................................................1 Sources of Payment for the Bonds ..............................................................................2 Purpose of the Bonds .................................................................................................2 Description of the Bonds .............................................................................................2 Bond Insurance ..........................................................................................................3 Tax Exemption ............................................................................................................3 Professionals Involved in the Offering .........................................................................3 Authority for Issuance of the Bonds ............................................................................3 Continuing Disclosure .................................................................................................3 THE BONDS .....................................................................................................................4 General Provisions ......................................................................................................4 Authority for Issuance .................................................................................................4 Redemption ................................................................................................................5 Payment, Registration, Transfer and Exchange of Bonds ...........................................6 Book-Entry Only System .............................................................................................6 Estimated Debt Service Schedule ...............................................................................6 PURPOSE OF ISSUE AND REFUNDING PLAN ..............................................................7 The Refunding Plan ....................................................................................................7 Estimated Sources and Uses of Funds .......................................................................8 SECURITY FOR THE BONDS .........................................................................................9 Reassessments ..........................................................................................................9 Covenant to Commence Foreclosure Proceedings ...................................................10 Reserve Fund ...........................................................................................................11 Priority of Lien ...........................................................................................................12 Additional Obligations ...............................................................................................12 BOND INSURANCE .......................................................................................................13 Payment Pursuant to Financial Guaranty Insurance Policy .......................................13 Ambac Assurance Corporation .................................................................................14 Available Information .................................................................................................14 Incorporation of Certain Documents by Reference ....................................................15 THE DISTRICT ...............................................................................................................16 Location of the District ..............................................................................................16 The County of Santa Clara and City of Palo Alto .......................................................16 Formation of the District; Prior Bonds .......................................................................16 Property in the District ...............................................................................................16 Methods of Assessment and Reassessment Spread ................................................17 Property Values ........................................................................................................17 Value-to-Lien Ratios ..................................................................................................17 Assessment Installment Delinquencies .....................................................................19 Direct and Overlapping Debt .....................................................................................20 SPECIAL RISK FACTORS .............................................................................................22 Depletion of Reserve Fund .......................................................................................22 Foreclosure and Sale Proceedings ...........................................................................22 Factors Affecting Parcel Value and Aggregate Values ..............................................23 Other Possible Claims Upon the Value of a Reassessment Parcel ...........................24 Parity Taxes and Special Assessments ....................................................................25 Bankruptcy Proceedings ...........................................................................................25 Payments by FDIC ....................................................................................................26 -i- Voter Initiatives .........................................................................................................26 Payment of the Reassessment Not a Personal Obligation ........................................27 Limited City Obligation to Pay Debt Service ..............................................................27 No Acceleration .........................................................................................................27 Loss of Tax Exemption ..............................................................................................27 VERIFICATION ...............................................................................................................27 LEGAL MATTERS ..........................................................................................................28 Tax Exemption ..........................................................................................................28 Absence of Litigation .................................................................................................29 Legal Opinion ............................................................................................................29 MISCELLANEOUS .........................................................................................................30 Ratings ......................................................................................................................30 Underwriting ..............................................................................................................30 Additional Information ...............................................................................................30 APPENDIX A - APPENDIX B - APPENDIX C - APPENDIX D - APPENDIX E - General Information About the City of Palo Alto ...................................A-1 Form of Bond Counsel Opinion ............................................................B-1 Form of Continuing Disclosure Certificate ............................................C-1 Reassessment Diagram ......................................................................D-I Table of Value-to-Lien Ratios ...............................................................E-1 APPENDIX F - Summary of Paying Agent Agreement .................................................. APPENDIX G - DTC and the Book-Entry Only System .................................................G-1 APPENDIX H - Specimen Financial Guaranty Insurance Policy ....................................H-1 GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT Use of Official Statement. This Official Statement is submitted in connection with the sale of the Bonds referred to in this Official Statement and may not be reproduced or used, in whole or in part, for any other purpose. Preparation of this Official Statement. The information set forth in this Official Statement has been obtained from sources which are believed to be current and reliable, but the accuracy or completeness of such information is not guaranteed by the City or the Underwriter. Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the City, in any press release and in any oral statement made with the approval of an authorized officer of the City, the words or phrases "will likely result," "are expected to", "will continue", "is anticipated", "estimate", "project," "forecast", "expect", "intend" and similar expressions identify "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. The information and expressions of opinion in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the City since the date hereof. Limit of Offering. No dealer, broker, salesperson or other person has been authorized by the City or the Underwriter to give any information or to make any representations in connection with the offer or sale of the Bonds other than those contained in this Official Statement and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Stabilization of Prices. In connection with this offering, the Underwriter may overallot or effect transactions which stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. 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 cover page hereof and those public offering prices may be changed from time to time by the Underwriter. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. OFFICIAL STATEMENT LIMITED OBLIGATION REFUNDING IMPROVEMENT BONDS CITY OF PALO ALTO UNIVERSITY AVENUE AREA OFF-STREET PARKING ASSESSMENT DISTRICT (REASSESSMENT AND REFUNDING OF 2007) iNTRODUCTiON The purpose of this Official Statement, which includes the cover page and Appendices hereto (the "Official Statement"), is to provide certain information concerning the sale and issuance of the Limited Obligation Refunding Improvement Bonds City of Palo Alto, University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) (the "Bonds"). This Introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement. The offering of the Bonds to potential investors is made only by means of the entire Official Statement. Definitions of certain terms used in this Official Statement are set forth in Appendix F - "Summary of Paying Agent Agreement". The City The City of Palo Alto, California (the "City") is located at the northern edge of Santa Clara County, California and occupies approximately 26 square miles. The City has a current estimated population of 62,615 as of January 1, 2007. See Appendix A - "General Information about the City of Palo Alto". The District; Prior Bonds The City formed its "University Avenue Area Off-Street Parking Assessment District" (the "District") under the provisions of the Municipal Improvement Act of 1913, Division 12 of the Streets and Highways Code of the State of California to finance acquisition and/or construction of public improvements. Thereafter, the City issued two series of special assessment bonds: $9,135,000 initial principal amount Limited Obligation Improvement Bonds City of Palo Alto University Avenue Area Off-Street Parking Assessment District Series 2001-A (the "2001-A Bonds"), which are currently outstanding in the principal amount of $8,555,000 and (ii)$35,460,000 initial principal amount Limited Obligation Improvement Bonds City of Palo Alto University Avenue Area Off-Street Parking Assessment District Series 2002-A (the "2002-A Bonds," and together with the 2001-A Bonds, the "Prior Bonds"), which are currently outstanding in the principal amount of $29,825,000. * Preliminary; subject to change. The City has undertaken proceedings to refund the Prior Bonds and to levy reassessments as security for the Bonds pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 (commencing with Section 9500) of the Streets and Highways Code of California (the "Bond Law"). The District includes 210 reassessed parcels (the "Reassessment Parcels") in the City’s downtown business district. All of the property in the District is developed as a mixed-use area with a combination of offices, retail establishments, restaurants, civic facilities, some high-density residences and other commercial uses consistent with a downtown area. See "THE DISTRICT". Sources of Payment for the Bonds The Bonds are limited obligation refunding improvement bonds of the City. The Bonds are issued upon and are secured by certain unpaid reassessments (the "Reassessments") against the Reassessment Parcels together with interest thereon. The unpaid Reassessments together with interest thereon constitute a trust fund for the redemption and payment of the principal of the Bonds and the interest thereon. The Bonds are also secured by the monies in the Redemption Fund and the Reserve Fund created pursuant to the reassessment proceedings. The City’s obligation to advance funds to pay debt service on the Bonds in the event reassessment installment collections are insufficient is limited to amounts on deposit from time to time in the Reserve Fund, and if so advanced will reduce the Reserve Fund by the amount of the funds advanced. See "SECURITY FOR THE BONDS". Purpose of the Bonds The net proceeds of the Bonds, along with other available funds, will be used for the following purposes (see "THE BONDS - Purpose of Issue and the Refunding Plan"): (i) (ii) (iii)(iv) to make a deposit into the 2001-A Escrow Fund (the "2001-A Escrow Fund") created pursuant to the reassessment proceedings which will be used to call and redeem, on September 2, 2007, the outstanding 2001-A Bonds (the "2001-A Bonds"), to make a deposit into the 2002-A Escrow Fund (the "2002-A Escrow Fund") created pursuant to the reassessment proceedings which will be used to call and redeem, on September 2, 2007, the outstanding 2002-A Bonds, to make an initial deposit into a debt service reserve fund and to pay certain costs of issuing the Bonds. Description of the Bonds Payments. Interest is payable on March 2, 2008, and semiannually thereafter on September 2 and March 2 each year. Principal of and premium, if any, on the Bonds shall be payable by U.S. Bank National Association, as paying agent (the "Paying Agent") for the Bonds. See "THE BONDS - General Provisions" and "- Book-Entry Only System". Denominations. The Bonds will be issued in denominations of $5,000 each or integral multiples thereof. Redemption. The Bonds are subject to optional redemption on any March 2 or September 2, at a redemption price equal to the principal amount to be redeemed, plus accrued interest to the redemption date, together with a premium. The Bonds are also subject to mandatory sinking fund redemption. See "THE BONDS - Redemption". -2- Registration, transfers and exchanges. The Bonds will be issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ("DTC"), and will be available to actual purchasers of the Bonds (the "Beneficial Owners" or "Owners") under the book-entry system maintained by DTC. See "THE BONDS -"Payment, Registration, Transfer and Exchange of Bonds" and "Book-Entry ©nly System." Bond Insurance Concurrently with issuance of the Bonds, Ambac Assurance Corporation (the "Insurer") will issue its Financial Guaranty Insurance Policy (the "Policy") for the Bonds. The Policy unconditionally guarantees the payment of that portion of the principal of and interest on the Bonds which has become due for payment, but which is unpaid. See "BOND INSURANCE" and Appendix H -"Specimen Financial Guaranty Insurance Policy". Tax Exemption In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the alternative minimum tax imposed on certain corporations, such interest is taken into account in determining certain income and earnings. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See "LEGAL MATTERS - Tax Exemption". Professionals Involved in the Offering All proceedings in connection with the issuance of the Bonds are subject to the approval of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel to the City. U.S. Bank National Association, San Francisco, California will act as the Paying Agent. Jones Hall, A Professional Law Corporation, is serving as Disclosure Counsel to the City. Harris & Associates, Concord, California (the "Reassessment Engineer") will provide reassessment consulting services to the City. Stone & Youngberg LLC, San Francisco, California (the "Financial Advisor"), is acting as financial advisor to the City. , will provide escrow verification services. Bond Counsel, the Paying Agent, Disclosure Counsel and the Financial Advisor will receive compensation from the City contingent upon the sale and delivery of the Bonds. Authority for Issuance of the Bonds The Bonds are issued pursuant to the Bond Law, a "Resolution Authorizing the Issuance of Refunding Bonds and Approving and Authorizing Documents and Related Actions" (the "Resolution of Issuance") adopted by the City Council on July 23, 2007 and a Paying.Agent Agreement, dated as of July 1, 2007 (the "Paying Agent Agreement") between the City and U.S. Bank National Association, as paying agent (the "Paying Agent"). See "THE BONDS - Authority for Issuance". The Bonds are issued upon and secured by certain unpaid Reassessments against the Reassessment Parcels, together with interest thereon. Continuing Disclosure The City has covenanted for the benefit of holders and Beneficial Owners of the Bonds to provide certain financial and operating data (the "Annual Report"). The Annual Report will be delivered by not later than 7 months following the end of its fiscal year (currently June 30), -3- commencing with the report for the 2006-07 Fiscal Year. The City has also covenanted to provide notices of the occurrence of certain enumerated events, if material. The specific nature of the information to be contained in the City’s Annual Report or the notices of material events is set forth below under the captions "APPENDIX C - Form of the Continuing Disclosure Certificate". These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2- 12(b)(5) (the "Rule"). The City has never failed to comply, in all material respects, with an undertaking pursuant to the Rule. THE BONDS General Provisions The Bonds will be dated as of their date of issuance, and will be issued in the aggregate principal amount set forth on the cover hereof. The Bonds will bear interest from their dated date at the rates per annum set forth on the cover page hereof, payable semiannually on each March 2 and September 2, commencing March 2, 2008 (each, an "Interest Payment Date"), and will mature in the amounts and on the dates set forth on the cover page hereof. The Bonds will be issued in fully registered form in denominations of $5,000 each or any integral multiple thereof. Principal of and premium, if any, on the Bonds are payable in lawful money of the United States of America upon surrender of the Bonds at the principal corporate trust office of the Paying Agent. Interest on the Bonds (including the final interest payment upon maturity or early redemption) is payable by check of the Paying Agent mailed by first class mail to the registered owners as shown on the Paying Agent’s books as of the fifteenth day of the calendar month immediately preceding each interest payment date. Authority for Issuance The Bonds are issued pursuant to the Bond Law, the Resolution of Issuance and the Paying Agent Agreement. The Bonds are issued upon and primarily secured by certain unpaid Reassessments against the Reassessment Parcels in the District. A Notice of Reassessment will be recorded in the real property records of Santa Clara County on ~, 2007. The Bonds are issued pursuant to particular provisions of the Bond Law which permit their authorization, issuance and sale without public hearing if three conditions are satisfied. The three conditions are summarized as follows: (a) Each estimated annual installment of principal and interest on the Reassessment is less than the corresponding annual installment of principal and interest on the portion of the original assessment being superseded and supplanted by the same percentage for all Reassessment Parcels. (b) The number of years to maturity of all the Bonds is not more than the number of years to the last maturity of the Prior Bonds. (c) The principal amount of the Reassessment on each Reassessment Parcel is less than the unpaid principal amount of the portion of the original assessment being superseded and supplanted by the same percentage for each Reassessment Parcel. -4- The City Council, as part of the refunding proceedings, has made a finding that the three conditions are satisfied. Redemption Optional Redemption. The Bonds may be redeemed and paid in advance of maturity, in whole or in part, on any Interest Payment Date in any year by giving at least 30 days notice to the Owner thereof in accordance with the Bond Law and by paying the principal amount thereof, plus interest to the date of redemption, unless sooner surrendered, in which event such interest will be paid to the date of payment, together with a redemption premium, expressed as a percentage of the principal amount of Bonds being redeemed, as follows: Redemption Dates Any Interest Payment Date from March 2, 2008 to and including March 2, __ Redemption Premium September 2, __ and any Interest Payment Date thereafter The provisions of Part 11.1 of the Bond Law are applicable to the advance payment of Reassessments and to the calling of the Bonds. The Paying Agent will select Bonds for redemption in such a way that the ratio of Outstanding Bonds to issued Bonds shall be approximately the same in each annual series insofar as possible (i.e. on a pro-rata basis among maturities of the Bonds). Within each annual maturity, the Paying Agent will select Bonds for retirement by lot. Mandatory Sinking Fund Redemption. The Bonds maturing on September 2, __, are subject to mandatory redemption in part by lot, on September 2 in each year commencing September 2, __ from sinking fund payments made by the City from the Redemption Fund, at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on September 2 in the respective years, all as set forth in the following table; provided, however, if some but not all of the Bonds have been redeemed as described under "Optional Redemption" above, the total amount of all future sinking fund payments will be reduced by the aggregate principal amount of Bonds so redeemed, to be allocated among such sinking fund payments on a pro rata basis in integral multiples of $5,000 as determined by the Paying Agent, notice of which determination will be given by the Paying Agent to the City. Sinking Fund Payment Date ,:(~,eptember 2) Sinking Fund Payment Amount Notice of Redemption. So long as Cede & Co. is the registered owner of the Bonds, notice of redemption will be sent to DTC, as nominee of Cede & Co., and not directly to the Owners. See Appendix G - "DTC and the Book-Entry System" with respect to DTC procedures regarding notice of redemption. The Paying Agent wil! cause written notice of any redemption to be given by registered or certified mail or by personal service to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond Register in the Principal Office of the Paying Agent at least 30 days before the applicable Interest Payment Date. The Paying Agent will also cause -5- notice of redemption to be sent to the Securities Depositories and to one or more of the Information Services at least one day earlier than the giving of notice to the Owners. Failure to so mail any notice of redemption, or of any person or entity to receive any notice of redemption, or any defect in any notice of redemption, will not affect the validity of the proceeding for the redemption of Bonds. Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption will have been deposited in the Redemption Fund on the date fixed for redemption, such Bonds so called wil! cease to be entitled to any benefit under the Paying Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice. Payment, Registration, Transfer and Exchange of Bonds The Bonds will be issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ("DTC"), and will be available to actual purchasers of the Bonds (the "Beneficial Owners") in the denominations set forth above, under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants (as defined in this Official Statement) as described in this Official Statement. Beneficial Owners will not be entitled to receive physical delivery of the Bonds. See "THE BONDS - Book-Entry Only System." In the event that the book-entry-only system is no longer used with respect to the Bonds, the Bonds will be registered and transferred in accordance with the Paying Agent Agreement. See Appendix F - "Summary of the Paying Agent Agreement". Book-Entry Only System While the Bonds are subject to the book-entry system, the principal, interest and any redemption premium with respect to a Bond will be paid by the Trustee to DTC, which in turn is obligated to remit such payment to its DTC Participants for subsequent disbursement to Beneficial Owners of the Bonds, as described in Appendix G - "DTC and the Book-Entry Only System". Estimated Debt Service Schedule The following table presents the debt service schedule for the Bonds, assuming no optional redemptions are made: Year Ending September 2 Principal Interest Total Total -6- PURPOSE OF ISSUANCE AND REFUNDING PLAN The Refunding Plan A portion of proceeds of the Bonds will be used, along with other available moneys relating to the 2001-A Bonds, to establish an irrevocable escrow (the "2001-A Escrow Fund") to be held by U.S. Bank National Association. (the "Escrow Bank"). Moneys in the Escrow Fund will be invested pursuant to that certain Escrow Deposit and Trust Agreement (2001-A Bonds), dated as of July 1, 2007 (the "2001-A Escrow Agreement"), between the City and the Escrow Bank. Pursuant to the 2001-A Escrow Agreement, moneys on deposit in the 2001-A Escrow Fund will be held as cash or invested solely in non-callable, direct general obligations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of Treasury of the United States of America) and obligations of any department, agency or instrumentality of the United States of America the timely payment of principal of and interest on which are unconditionally and fully guaranteed by the United States of America (the "Federal Securities"). The cash and Federal Securities, and the interest accrued with respect thereto, will be held by the Escrow Bank on behalf of the City and for the benefit of the owners of the 2001-A Bonds and applied to the redemption of the 2001-A Bonds in full on September 2, 2007, at a redemption price equal to 102% of the outstanding principal amount of the 2001-A Bonds plus interest accrued to the redemption date. A portion of proceeds of the Bonds will be used, along with other available moneys relating to the 2002-A Bonds, to establish an irrevocable escrow (the "2002-A Escrow Fund") to be held by the Escrow Bank. Moneys in the 2001-A Escrow Fund will be invested pursuant to that certain Escrow Deposit and Trust Agreement (2002-A Bonds), dated as of July 1, 2007 (the "2002-A Escrow Agreement"), between the City and the Escrow Bank. Pursuant to the Escrow Agreement, moneys on deposit in the 2001-A Escrow Fund will be held as cash or invested solely in Federal Securities. The cash and Federal Securities, and the interest accrued with respect thereto, will be held by the Escrow Bank on behalf of the City and for the benefit of the owners of the 2002-A Bonds and applied to the redemption of the 2002-A Bonds in full on September 2, 2007, at a redemption price equal to 102% of the outstanding principal amount of the 2002-A Bonds plus interest accrued to the redemption date. will provide a verification report with respect to (a) the sufficiency of the amounts (i) deposited in the 200!-A Escrow Fund for the prepayment of the 2001-A Bonds and (ii) deposited in the 2002-A Escrow Fund for the prepayment of the 2002-A Bonds and (b) the yield on the Bonds and on the Federal Securities deposited in each of the Escrow Funds. See "VERIFICATION". The Federal Securities and other moneys held by the Escrow Bank are pledged to the payment of the Prior Bonds. Neither the principal of the Federal Securities deposited with the Escrow Bank nor the interest thereon will be available for the payment of the Bonds. -7- Estimated Sources and Uses of Funds The proceeds to be received from the sale of the Bonds, together with other applicable sources, are estimated to be applied as follows: ESTIMATED SOURCES AND USES SOURCES Par Amount of the Bonds Plus/Less: Original Issue Premium/Discount Plus: Funds relating to 2001-A Bonds Plus: Funds relating to 2002-A Bonds TOTALSOURCES USES Deposit to the 2001-A Escrow Fund Deposit to the 2002-A Escrow Fund Deposit to Reserve Fund Costs of Issuance(1) TOTAL USES (1)Costs of Issuance include legal fees, Bond Counsel fees, Disclosure Counsel fees, Reassessment Engineer fees, escrow verification fees, City administration fees, Paying Agent fees, Financial Advisor fees, Underwriter’s discount, printing costs, and other costs associated with issuance of the Bonds. -8- SECURITY FOR THE BONDS Reassessments The Bonds are issued upon and are secured by the unpaid Reassessments against the Reassessment Parcels, together with interest thereon. The unpaid Reassessments together with interest thereon constitute a trust fund for the redemption and payment of the principal of the Bonds and the interest thereon. All the Bonds are secured by the monies in the Redemption Fund and the Reserve Fund created pursuant to the reassessment proceedings. Principal of and interest on the Bonds are payable exclusively out of the Redemption Fund. Although the unpaid Reassessments constitute fixed liens on the Reassessment Parcels, they do not constitute personal indebtedness of the owners of the Reassessment Parcels. Furthermore, there can be no assurance as to the ability of the owners to pay the unpaid Reassessments. The unpaid Reassessments levied on the Reassessment Parcels will be collected in annual installments, together with interest on the declining balances, on the tax roll of the County of Santa Clara (the "County") on which general taxes on real property are collected, and the unpaid Reassessments are payable and become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do general taxes, and the Reassessment Parcels are subject to the same provisions for sale and redemption as are properties for nonpayment of general taxes. The annual reassessment installments together with interest are to be paid into the Redemption Fund which will be used to pay the principal of and interest on the Bonds as they become due. The Bonds are not secured by the general taxing power of the City or the State or any political subdivision of the State, and neither the City nor the State nor any political subdivision of the State has pledged its full faith and credit for the payment thereof. Alternative Method of Tax Apportionment - Teeter Plan The Board of Supervisors of the County have adopted the Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the "Teeter Plan"), as provided for in Section 4701 et. seq. of the California Revenue and Taxation Code, "to accomplish a simplification of the tax- levying and tax-apportioning process and an increased flexibility in the use of available cash resources." This alternative method will, subject to the following, be used for distribution of the Reassessment installments billed to property owners in the District. Under the Teeter Plan, each taxing entity in the County may draw on the amount of uncollected taxes and assessments credited to its fund, in the same manner as if the amount credited had been collected. Under the Teeter Plan, the County establishes a tax losses reserve fund and a tax resources account. The tax losses reserve fund is used exclusively to cover losses occurring in the amount of tax liens as a result of sales of tax-defaulted property. Moneys in this fund are derived from delinquent tax penalty collections. The amount of taxes extended on a tax-defaulted property determines the cost of redeeming the property. If valuations of tax-defaulted property entered on the roll exceed 1% of the total roll, they are not included in any statement of equalized assessed valuations that are the basis for determining bond debt limitations. When tax-defaulted property is sold, the taxes and assessments which constitute the amount required to redeem the property are prorated between apportioned (Teeter) levies and unapportioned (or non-Teeter) levies. Amounts apportioned to the funds at the time of the levy are distributed to the apportioned tax resources accounts. The pro rata share of redemption penalties or interest collected on amounts levied but not apportioned to funds at the time of the levy is -9- distributed to the respective funds. The balance of redemption penalties or interest, together with delinquency penalties, is apportioned to the tax losses reserve fund. The City will be responsible for entering the annual Reassessment installment onto the tax roll. Upon completion of the tax roll, the County Auditor determines the total amount of taxes and assessments actually extended on the roll for each fund for which a tax levy or assessment has been included, and apportions 100% of the tax and assessment levies to that fund’s credit. Such moneys may thereafter be drawn against in the same manner as if the amount credited had been collected. The Board of Supervisors determines which moneys in the County treasury (including those credited to the tax losses reserve fund) will be available to be drawn on to the extent of the amount of uncollected taxes credited to each fund for which a levy has been included. When amounts are received on the secured tax roll for the current year or for redemption of tax-defaulted property, Teeter Plan moneys are distributed to the apportioned tax resources accounts. The Teeter Plan is to remain in effect unless the Board of Supervisors orders its discontinuance or prior to the commencement of any fiscal year of the County (which commences on July 1), the Board of Supervisors receives a petition for its discontinuance joined in by resolutions adopted by two- thirds of the participating revenue districts in the County, in which event the Board of Supervisors is to order discontinuance of the Teeter Plan effective at the commencement of the subsequent fiscal year. The County has never received a petition from any governing board to discontinue the Teeter Plan. In the event that the Teeter Plan or its application to the City and the Reassessments are terminated, the amount of the Reassessment installments received by the City would depend upon the actual annual collections of the Reassessment installments and delinquency rates experienced with respect to the parcels within the District. The Board of Supervisors may discontinue the procedure under the Teeter Plan with respect to any tax or assessment levying agency in the County if (a) the Board of Supervisors holds a public hearing on the matter, (b) the Board of Supervisors adopts a resolution not later than July 15 of the fiscal year for which the discontinuance is to apply, and (c) the rate of secured tax delinquency for that agency in any year exceeds 3% of the total of all taxes and assessments levied on the secured rolls for that agency. Covenant to Commence Foreclosure Proceedings The Act provides that in the event any reassessment or installment thereof or any interest thereon is not paid when due, the City may order the institution of a court action to foreclose the lien of the unpaid reassessment. In such an action, the real property subject to the unpaid reassessment may be sold at judicial foreclosure sale. This foreclosure sale procedure is not mandatory. However, in the Paying Agent Agreement, the City has covenanted with the Owners that the City will order and cause to be commenced, and thereafter diligently prosecute an action in the superior court to foreclose the lien of any Reassessment or installment thereof which has been billed, but has not been paid. The following conditions, as determined by the Finance Director of the City not later than October 1 of each fiscal year, will cause foreclosure proceedings to be commenced by the City Attorney within 60 days of such determination: (A) If there is a delinquency of a Reassessment of $10,000 or more for a prior Fiscal Year or Years for any single parcel of land in the District, foreclosure will be commenced against such parcel. (B) If the total amount of delinquent Reassessments for the prior Fiscal Year for the entire District, less the total delinquencies under subsection (A) above, exceeds 5% of the total Reassessments due and payable in the prior Fiscal Year, foreclosure will be commenced against each parcel of land in the District with delinquent Reassessments of $5,000 or more for the prior Fiscal Years or Years. -10- (C) If the total amount of delinquent Reassessments for the prior Fiscal Year for the entire Assessment District, less the total delinquencies under subsections (A) and (B) above, exceeds 10% of the total Reassessments due and payable for the prior Fiscal Year, foreclosure will be commenced against each parcel of land within the Assessment District with any amount of delinquency for the prior Fiscal Year or Years. In the event judicial foreclosure proceedings are necessary, there may be a delay in payments to Owners of the Bonds pending prosecution of the foreclosure proceedings and receipt by the City of the proceeds of the foreclosure sale. It is also possible that no bid for the purchase of the applicable property would be received at the foreclosure sale. See also the section herein entitled "SPECIAL RISK FACTORS." Reserve Fund On the date of issuance and delivery of the Bonds, the City will make an initial deposit from Bond proceeds into the Reserve Fund. See "THE BONDS - Estimated Sources and Uses of Funds". The Reserve Requirement is defined in the Paying Agent Agreement to be, as of any date of calculation, an amount not to exceed the lesser of (i) Maximum Annual Debt Service on the Outstanding Bonds (as defined in the Paying Agent Agreement) or (ii) 10% of the total of the proceeds of the Bonds deposited pursuant to the provisions of the Paying Agent Agreement. Maximum Annual Debt Service is defined in the Paying Agent Agreement to mean the largest Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. Investment earnings on amounts on deposit in the Reserve Fund will be retained therein until such time as the amount on deposit in the Reserve Fund is equal to the Reserve Requirement. Monies in the Reserve Fund wilt be held by the Finance Director for the benefit of the City and the Bondholders as a reserve for the payment of principal of (including required sinking fund payments, if any), interest and any premium on the Bonds. The Reserve Fund will be maintained, used, transferred, reimbursed and liquidated as follows: (a)Whenever there are insufficient funds in the Redemption Fund to pay the next maturing installment of principal of or interest on the Bonds, an amount necessary to make up such deficiency will be transferred from the Reserve Fund, to the extent of available funds, to the Redemption Fund. The amounts so advanced will be reimbursed from the proceeds of redemption or sale of the parcel for which payment of delinquent installments of the Reassessments and interest thereon has been made from the Reserve Fund. (b)If any reassessment or any portion thereof is prepaid prior to the final maturity of the Bonds, the amount of principal of the Reassessments to be prepaid will be reduced. The proportional reduction of the Reassessments shall equal the product of the ratio of the original amount of the Reassessment securing any Bonds so paid to the original amount of all Reassessments securing any Bonds, times the initial Reserve Requirement. (c)Except to the extent, if any, required for rebate to the federal government, all proceeds from investment of monies in the Reserve Fund will remain in the Reserve Fund until the balance therein is equal to, as of any Interest Payment Date or on any other date selected by the Finance Director of the City, an amount not to exceed the Reserve Requirement. All such proceeds in excess of the Reserve Requirement will be transferred to the Redemption Fund. (d)When the balance in the Reserve Fund is sufficient to retire all Bonds then outstanding (whether by advance retirement or otherwise), the amount of the Reserve Fund will be -11- transferred to the Redemption Fund, and the remaining installments of principal and interest not yet due will be canceled without payment, and the Reserve Fund will be liquidated in the retirement of the Bonds. If proceeds are realized from redemption or sale of properties with respect to which payment of delinquent reassessments and interest thereon was made from the Reserve Fund, such proceeds wil! be credited to the Reserve Fund. Priority of Lien Each Reassessment (and any reassessment thereof) and each installment thereof, and any interest and penalties thereon, constitutes a lien against the parcel of land on which it was imposed until the same is paid. The lien is subordinate to all fixed special assessment liens imposed upon the same property prior to the date that the Reassessments became a lien on the property assessed (which is the same date the assessments for the District became a lien), but has priority over all private liens and over all fixed special assessment liens which may thereafter be created against the property. The lien is co-equal to and independent of the lien for general taxes and any community facilities district special taxes. Additional Obligations The City has covenanted in the Paying Agent Agreement that no additional bonds or other obligations will be issued or incurred having any priority over the Bonds in payment of principal or interest out of the Reassessments. Nothing in the Paying Agent Agreement prohibits or impairs the authority of the City to issue bonds or other obligations secured by and payable from Reassessments which are subordinate to the Bonds, upon such terms and in such principal amounts as the City may determine. -12- BONDINSURANCE Payment of principal of and interest on the Bonds when due will be insured by a financial guaranty insurance policy (the "Policy") to be issued simultaneously with issuance of the Bonds by Ambac Assurance Corporation ("Ambac Assurance" or the "Bond Insurer"). The following information has been furnished by Ambac Assurance for use in this Official Statement. This information has not been independently confirmed or verified by the City or the Underwriter. No representation is made by the City or the Underwriter as to the accuracy or adequacy of this information subsequent to the date of this Official Statement, or that the information contained and incorporated herein by reference is correct. Reference is made to Appendix I for a specimen of the Insurer’s Financial Guaranty Insurance Policy. Payment Pursuant to Financial Guaranty Insurance Policy Ambac Assurance has made a commitment to issue a financial guaranty insurance policy (the "Policy") relating to the Bonds, effective as of the date of issuance of the Bonds. Under the terms of the Policy, Ambac Assurance will pay to The Bank of New York, in New York, New York, or any successor thereto (the "Insurance Trustee"), that portion of the principal of and interest on the Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Obligor (as such terms are defined in the Policy). Ambac Assurance will make such payments to the Insurance Trustee on the later of the date on which such principal and/or interest becomes Due for Payment or within one business day following the date on which Ambac Assurance shall have received notice of Nonpayment from the Trustee. The insurance will extend for the term of the Bonds and, once issued, cannot be canceled by Ambac Assurance. The Policy will insure payment only on stated maturity dates and on mandatory sinking fund installment dates, in the case of principal, and on stated dates for payment, in the case of interest. If the Bonds become subject to mandatory redemption and insufficient funds are available for redemption of all outstanding Bonds, Ambac Assurance will remain obligated to pay the principal of and interest with respect to outstanding Bonds on the originally scheduled interest and principal payment dates, including mandatory sinking fund redemption dates. In the event of any acceleration of the principal of the Bonds, the insured payments will be made at such times and in such amounts as would have been made had there not been an acceleration, except to the extent that Ambac Assurance elects, in its sole discretion, to pay all or a portion of the accelerated principal and interest accrued thereon to the date of acceleration (to the extent unpaid by the City). Upon payment of all such accelerated principal and interest accrued to the acceleration date, Ambac Assurance’s obligations under the Policy shall be fully discharged. In the event the Trustee has notice that any payment of principal of or interest on a Bond that has become Due for Payment and that is made to a holder by or on behalf of the City has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code in accordance with a final, non-appealable order of a court of competent jurisdiction, such registered owner will be entitled to pa~/ment from Ambac Assurance to the extent of such recovery if sufficient funds are not otherwise available. The Policy does not insure any risk other than Nonpayment (as set forth in the Policy). Specifically, the Policy does not cover: 1. payment on acceleration, as a result of a call for redemption (other than mandatory sinking fund redemption) or as a result of any other advancement of maturity; 2.payment of any redemption, prepayment or acceleration premium; and -13- 3. nonpayment of principal or interest caused by the insolvency or negligence of the Trustee, Paying Agent or Bond Registrar, if any. If it becomes necessary to call upon the Policy, payment of principal requires surrender of the Bonds to the Insurance Trustee together with an appropriate instrument of assignment so as to permit ownership of such Bonds to be registered in the name of Ambac Assurance to the extent of the payment under the Policy. Payment of interest pursuant to the Policy requires proof of holder entitlement to interest payments and an appropriate assignment of the holder’s right to payment to Ambac Assurance. Upon payment of the insurance benefits, Ambac Assurance will become the owner of the Bond, appurtenant coupon, if any, or right to payment of the principal of or interest on such Bond and will be fully subrogated to the surrendering holder’s rights to payment. In the event that Ambac Assurance were to become insolvent, any claims arising under the Policy would be excluded from coverage by the California Insurance Guaranty Association, established pursuant to the laws of the State of California. Ambac Assurance Corporation Ambac Assurance is a Wisconsin-domiciled stock insurance corporation regulated by the Office of the Commissioner of Insurance of the State of Wisconsin, and is licensed to do business in 50 states, the District of Columbia, the Territory of Guam, the Commonwealth of Puerto Rico and the U.S. Virgin Islands, with admitted assets of approximately $10,194,000,000 (unaudited) and statutory capital of approximately $6,557,000,000 (unaudited) as of March 31, 2007. Statutory capital consists of Ambac Assurance’s policyholders’ surplus and statutory contingency, reserve. Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., Moody’s Investors Service, Inc. and Fitch Ratings have each assigned a triple-A financial strength rating to Ambac Assurance. Ambac Assurance has obtained a ruling from the Internal Revenue Service to the effect that the insuring of an obligation by Ambac Assurance will not affect the treatment for federal income tax purposes of interest on such obligation and that insurance proceeds representing maturing interest paid by Ambac Assurance under policy provisions substantially identical to those contained in the Financial Guaranty Insurance Policy shall be treated for federal income tax purposes in the same manner as if such payments were made by the Obligor. Ambac Assurance makes no representation regarding the Bonds or the advisability of investing in the Bonds and makes no representation regarding, nor has it participated in the preparation of, this Official Statement other than the information supplied by Ambac Assurance and presented under this heading "BOND INSURANCE." Available Information The parent company of Ambac Assurance, Ambac Financial Group, Inc. (the "Company"), is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). These reports, proxy statements and other information can be read and copied at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC, including the Company. These reports, proxy statements and other information can also be read at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York t 0O05. -14- Copies of Ambac Assurance’s financial statements prepared in accordance with statutory accounting standards are available from Ambac Assurance. The address of Ambac Assurance’s administrative offices is ©he State Street Plaza, 19th Floor, New York, New York 10004, and its telephone number is (212) 668-0340. Incorporation of Certain Documents by Reference The following documents filed by the Company with the SEC (File No. 1-10777) are incorporated by reference in this Official Statement: The Company’s Annual Report on Form 10-K for the fiscal year ended December 31,2006 and filed on March 1,2007; The Company’s Current Report on Form 8-K dated and filed on April 25, 2007; and The Company’s Quarterly Report on Form 10-Q for the fiscal quarterly period ended March 31,2007 and filed on May 10, 2007. All documents subsequently filed by the Company pursuant to the requirements of the Exchange Act after the date of this ©fficial Statement will be available for inspection in the same manner as described above in "Available Information." -15- THE DISTRICT Location of the District Property subject to the Reassessment is in the University Avenue area of the City’s downtown. The University Avenue/Downtown Area is the central business district of the City and has become a regional hub of commercial and retail activity, which is enhanced by its close proximity to Stanford University. The area is just east of Highway 84 (El Camino Real) and is roughly bordered by Lytton Avenue to the northwest, Webster Street to the northeast, Forest Avenue and Hamilton Avenue to the southeast, and Alma Street to the southwest. University Avenue is the central roadway in the area, linking the downtown with Highway 101 to the east and Stanford University to the west. The City’s downtown contains diverse mixed uses, including offices, retail establishments, restaurants, civic facilities and residences. The off-street parking system, financed in part from proceeds of assessments levied within the District in the past, supports the economic vitality of the area by providing essential parking facilities for visitors to the area and employees in the area. The County of Santa Clara and City of Palo Alto The City of Palo Alto was incorporated in 1894 and operates as a charter city under the Council-Manager form of government. The City provides a full range of municipal services and maintains municipal electric, water, gas, wastewater collection, wastewater treatment, storm drainage, and refuse utilities for the benefit of City residents and businesses. The population of the City was estimated to be 62,615 as of January 1, 2007. See Appendix A - "General Information about the City of Palo Alto". The City is located in the northwest portion of the County approximately 30 miles south of San Francisco and occupies 26 square miles. The City has benefited from its proximity to Stanford University and being the location of the founding of Hewlett Packard. The City is the location of various enterprises which are a part of California’s "Silicon Valley" technology industry and as such, the City has become a desirable location for high technology and related businesses. Formation of the District; Prior Bonds The District was established by the City in 2001 to help finance the creation of safe, convenient parking in the downtown area. The Prior Bonds were issued to refund certain prior bonds of the District and to finance construction and acquisition of public vehicle off-street parking improvements, including the acquisition of all lands, easements, rights-of-way, licenses, franchises, permits and related projects. Construction of these improvements is underway and is expected to be completed by December 2007. Property in the District The property in the District is predominantly commercial and retail. There are 210 parcels in the District subject to the Reassessments. The zoning designation for all of the parcels is Commercial Downtown, which allows various commercial uses within the District and is intended to: Control amount and size of development Preserve and promote ground floor retail uses Enhance pedestrian activity Create harmonious transitions to residential neighborhoods -16- o Assist in the preservation of historic buildings Methods of Assessment and Reassessment Spread As described in the Reassessment Engineer’s Report prepared with respect to the District, the assessments levied in the District were spread on the basis of special benefits received by the assessed parcels from the improvements to be constructed, as initially recommended by the assessment engineer and as finally approved by the City Council. The Reassessments are spread in amounts exactly proportional to the respective outstanding assessments securing the Prior Bonds. Property Values The City has obtained the "full cash values" of the Reassessment Parcels as shown in the records of the County for 2006-07 property tax purposes ($569,469,683). The "full cash values" on a parcel-by-parcel basis are shown in Appendix E attached hereto. Article XIIIA of the California Constitution (Proposition 13) defines "full cash value" to mean "the county assessor’s valuation of real property as shown on the 1975/76 bill under "full cash value", or thereafter, the appraised value of real property when purchased or newly constructed or when a change in ownership has occurred after the 1975 reassessment," subject to exemptions in certain circumstances of property transfer or reconstruction. The "full cash value" is subject to annual adjustment to reflect increases, not to exceed 2% for any year, or decreases in the consumer price index or comparable local data, or to reflect reductions in property value caused by damage, destruction or other factors. Because of the general limitation to 2% per year in increases in full cash value of properties which remain in the same ownership the county tax roll does not reflect values uniformly proportional to actual market values. The City has not engaged an independent appraiser to provide opinions concerning the values of the Reassessment Parcels. Value-to-Lien Ratios Assessed Value. The City has obtained the values of the Reassessment Parcels as shown on the County tax roll for property tax purposes. According to the County tax roll for fiscal year 2006-07, the total value of the Reassessment Parcels for property tax purposes is $569,469,683. District-Wide Value-to-Lien Ratio. Assuming an anticipated Reassessment of $37,015,000 and assessed value of $569,469,683, the value-to-lien ratio for the property in the District subject to the Reassessment is 15.38:1. -17- Value-to-Lien Ratios of Top 10 Assessees. The following table sets forth the Reassessment, fiscal year 2006-07 assessed values and value-to-lien ratios for the top 10 assessees in the District. City of Palo Alto University Avenue Area Off-Street Parking Assessment District Top Ten Assessees’ Value-to-Lien Ratios As of May 11, 2007 (1) Percent of Tota_l Assessed Value-to- Reassessment Value Lien Ratio $1,673,363.02 4.52%$0 0.00 1,469,395.88 3.97 12,696,732 8.64 853,331.89 2.30 14,239,497 16.69 811,705.94 2.19 3,068,568 3.78 757,592.21 2.05 23,430,000 30.93 703,478.48 1.90 3,229,695 4.59 661,852.54 1.79 29,070,000 43.92 611,901.40 1.65 16,543,565 27.04 603,576.21 1.63 602,191 1.00 599,413.62 1.62 870,842 1.45 Total - Top 10 Assessees $8,745,611.19 23.63%$103,751,090 11.86 Total- District $37,015,000.00 100.00%$569,469,683 15.38 Total - Top 5 Assessees $5,565,388.94 15.04%$53,434,797 9.60 (1)Totals may not add due to rounding. Source:Reassessment Engineer; the City. [Names and land uses of top ten: to come.] -18- Value-to Lien-Distribution. The following table shows the value-to-lien distribution in the District based on fiscal year 2006-07 assessed values and the lien of the Reassessments. Assessed Value- to-Lien Ratio 25:1 and above 20:1 - 24.99:1 15:1 - 19.99:1 10:1 - 14.99:1 5:1 - 9.99:1 3:1 - 4.99:1 1:1 - 2.99:1 Less than 0.99:1 City of Palo Alto University Avenue Area Off-Street Parking Assessment District Value to Lien Distribution As of May 11, 2007 Number of Percent of Reassessment Percent of Parcels Total Lien Amount Total 43 20.48%$6,457,257.63 17.45% 22 10.48%3,688,058.79 9.96% 31 14.76%5,143,997.46 13.90% 24 11.43%4,183,407.53 11.30% 29 13.81%5,901,631.73 15.94% 17 8.10%3,138,596.92 8.48% 39 18.57%5,817,176.45 15.72% 5 2.38%2,684,873.49 7.25% District Total 210 100.00%$37,015,000.00 100.00% Source: Reassessment Engineer; the City. Value-to-Lien Ratios on a Parcel-by Parcel Basis. A summary of the value to lien ratios of the Reassessment Parcels on a parce!-by-parcel basis based on fiscal year 2006-07 assessed values and the lien of the Reassessments is set forth in Appendix E - "Table of Value-to-Lien Ratios". Assessment installment Delinquencies Property taxes (including assessment and Reassessment installments) may be paid in two installments. The first installment is due on November 1 and is delinquent if not paid by December 10. The second installment is due on March 1 and is delinquent if not paid by April 10. The Bonds are limited obligation improvement bonds of the City payable from Reassessments. The Reassessments are spread in amounts exactly proportional to the respective outstanding assessments securing the Prior Bonds. -19- As of June 1, 2007, two parcels in the District had remaining delinquent assessments for the 2005-06 levyin an aggregate amount of $10,993.18 (0.341% of the levy). The County reports that there are no other remaining delinquent assessments in the District for the last five fiscal years. The City is on the Teeter Plan; therefore, the City receives 100% of the levy and not actual collections. See "SECURITY FOR THE Bonds - Alternative Method of Tax Apportionment - Teeter Plan" above. The following table sets forth for fiscal years 2002-03 through 2006-07 the total assessment levied, total current collections and percent of assessments collected in the District. City of Palo Alto University Avenue Off-Street Parking Assessment District Total Assessment, Total Current Collections and Percent of Assessment Collected Fiscal Years 2001-02 through 2005-06 Fiscal Year 2002-03 2003-04 2004-05 2005-06 2006-07 Total Total Current Percent Assessment Collections Collected $2,018,872.80 $2,018,872.80 100.00% 2,653,073.18 2,653,073.18 100.00 2,838,128.58 2,838,128.58 100.00 2,709,616.08 2,698,622.90 99.59 2,743,653.60 2,743,653.56 100.00 Direct and Overlapping Debt Overlapping local agencies provide public services within the District, and such agencies have issued general obligation bonds and other types of indebtedness. Direct and overlapping bonded indebtedness is shown in the following table. -20- CITY OF PALO ALTO University Ave Off-Street Parking Assessment District Special Tax Bonds Direct and Overlapping Debt I. Assessed Value 2006-2007 Secured Roll Assessed Value $571,245,543(1) II. Secured Property Taxes Total Description on Tax Bill Type Parcels Basic 1% Levy plus Ad Valorem AVALL 497,228 Clean Safe Creeks Benefit Assessment BA 448,865 Flood Assessment (Northwest)FLOOD 60,618 Mosquito Assessment #2 ABATE 449,386 Palo Alto Unified School District Parcel Tax SPTXSCHL 18,959 University Ave Lot J Parking Assmt District 1915 210 Vector Control District VECTOR 452,532 Voter Approved Debt VOTER 488,844 2006-2007 TOTAL PROPERTY TAX LIABILITY Total Levy 2,933,416,181.78 30,099,208.80 4,664,053.76 4,078,906.54 9,346,787.00 2,677,969.80 2,715,722.04 18,522,195.66 TOTAL PROPERTY TAX LIABILITY AS A PERCENTAGE OF 2006-2007 ASSESSED VALUATION % Applicable Parcels Levy 0.21692%210 $6,363,252.20 0.06805%210 $20,481.50 0.46831%210 $21,842.04 0.05579%210 $2,275.70 1.08656%210 $101,558.00 95.42144%210 $2,555,357.38 0.07603%210 $2,064.68 0.21543%210 $39,901.94 $9,106,733.44 1.59% III. Land Secured Bond Indebtedness Outstanding Direct and Overlapping Bonded Debt Type Issued City of Palo Alto AD 1989 1915 $6,420,000 TOTAL OUTSTANDING LAND SECURED BOND INDEBTEDNESS (1) Outstanding SO Authorized Direct and Overlapping Bonded Debt Type Authorized Unissued City of Palo Alto AD 1989 1915 $6,420,000 $0 TOTAL OUTSTANDING AND UNISSUED LAND SECURED BOND INDEBTEDNESS (1) % Applicable Parcels Amount 100.00000%210 $0 $0 % Applicable Parcels Amount 100.00000%210 S0 $0 IV. General Obligation Bond Indebtedness Outstanding Direct and Overlapping Bonded Debt Type Issued Foothill-De Anza Community College 1999 GOB $248,000,000 Foothill-De Anza Community College 2006 GOB $249,991,937 Palo Alto Unified School District Debt Service 1995 GOB $143,000,000 TOTAL OUTSTANDING GENERAL OBLIGATION BOND INDEBTEDNESS (1) Outstanding $317,964,999 $0 $104,865,000 Authorized Direct and Overlapping Bonded Debt Type Authorized Unissued Foothill-De Anza Community College 1999 GOB $248,000,000 SO Foothill-De Anza Community College 2006 GOB $490,800,000 $240,808,063 Palo Alto Unified School District 1995 GOB $143,000,000 SO TOTAL OUTSTANDING AND UNISSUED GENERAL OBLIGATION BOND INDEBTEDNESS (2) % Applicable Parcels Amount 0.77689%210 $2,470,234 0.77689%210 $0 3.15533%210 $3,308,836 $5,779,070 % Applicable Parcels Amount 0.77689%210 $0 0.77689%210 $1,870,811 3.15533%210 $0 S7,649,881 TOTAL OF ALL OUTSTANDING AND OVERLAPPING BONDED DEBT $5,779,070.46 VALUE TO ALL OUTSTANDING DIRECT AND OVERLAPPING BONDED DEBT 98.85:1 TOTAL OF ALL OUTSTANDING AND UNISSUED DIRECT AND OVERLAPPING BONDED DEBT $7,649,880.97 VALUE TO ALL OUTSTANDING AND UNISSUED DIRECT AND OVERLAPPING BONDED DEBT 74.67:1 (1) Does not match assessed valuation as shown on the County tax roll for 2006-07. (2) Additional bonded indebtedness or available bond authorization may exist but are not shown because a tax was not levied for the referenced fiscal year. Source: National Tax Data, Inc. -21- SPECIAL RISK FACTORS This Special Risk Factors section of the Official Statement does not summarize the Official Statement. Rather, it supplements other sections in order to provide a practical perspective on the material risks of the investment. Necessarily, the listing and discussion of risks is neither comprehensive nor definitive. It is based largely upon typical experience with special reassessment bonds in other situations. Depletion of Reserve Fund On the date of issuance and delivery of the Bonds, certain amounts will be deposited in the Reserve Fund. See "SECURITY FOR THE BONDS - Reserve Fund". Whenever there are insufficient funds in the Redemption Fund to pay the next maturing installment of principal and interest on the Bonds, the amounts necessary to make up the deficiency, to the extent available, will be transferred from the Reserve Fund to the Redemption Fund. Amounts so transferred will be reimbursed to the Reserve Fund from the payments of delinquent installments and from the proceeds of redemption or sale of delinquent parcels. The Reserve Fund is subject to reduction if and when the unpaid balance of the Reassessment on a parcel is prepaid. Upon prepayment of a Reassessment in whole, the City is required to reduce the Reserve Fund by a proportional reduction equal to the ratio of the amount initially provided for the funding of the Reserve Fund to the total amount originally assessed. Upon prepayment of a Reassessment in part only, the Reserve Fund is reduced by a proportionate lesser amount. A reduction in the Reserve Fund by prepayment of a Reassessment is a permanent, non reimbursable reduction, but the amount remaining in the Reserve Fund after a prepayment will bear approximately the same proportionate relationship to outstanding Bonds as would be the case if the prepayment was not made because accumulating reassessment prepayments will be used to redeem Bonds earlier than their maturity dates. The Reserve Fund may be invested, and, to the extent that investment earnings will not result in the interest on the Bonds becoming subject to federal income taxation, the investment earnings may be deposited in the Reserve Fund thereby increasing the balance up to the Reserve Requirement. Nevertheless, there is no assurance that the amount in the Reserve Fund will, at any particular time, be sufficient to pay debt service on the Bonds nor that the Reserve Fund wilt be fully reimbursed for any amounts expended for debt service. Foreclosure and Sale Proceedings The City Council is obligated under certain conditions to institute foreclosure and sale proceedings against Reassessment Parcels which have delinquent reassessment installments, and may do so in other circumstances even if not so obligated. Foreclosure proceedings are instituted by the bringing of an action in the superior court of the county in which the Reassessment Parcel lies, naming the owner and other interested persons as defendants. The action is prosecuted in the same manner as other civil actions. Upon judgment of foreclosure the Reassessment Parcel may be offered for sale at a minimum price. The established minimum price will be sufficient to cover the amount of the delinquent installments and unpaid interest together with penalties, costs, fees and charges and the costs of execution and sale. However, in the event a Reassessment Parcel does not sell for the minimum price the court may modify its judgment and reduce or eliminate the minimum price. In order to do so, however, written notice of a hearing on the matter of reducing or eliminating the minimum price is required to be given all registered Owners of the Bonds. -22- If, at the hearing, the court determines that such a sate will not result in an ultimate loss to the Owners, or if the owners of seventy-five percent (75%) of the outstanding Bonds by principal amount consent and the sale will not result in an ultimate loss to the nonconsenting owners of Bonds, the court may reduce or eliminate the minimum price at which a Reassessment Parcel may be sold. Further, if the owners of seventy-five percent (75%) of the outstanding Bonds by principal amount consent the court may reduce or eliminate the minimum price at which a Reassessment Parcel may be sold even if sale below the minimum price will result in an ultimate loss to nonconsenting owners of Bonds, provided that the court makes certain additional determinations specified by statute including the reasonable unavailability of any other remedy acceptable to the owners of seventy-five percent (75%) or more of the outstanding Bonds by principal amount. Upon sale of the Reassessment Parcel for less than the minimum price the remaining unpaid balance of the reassessment on the Reassessment Parcel will be reduced by the difference between the minimum price and the sale price. By such a reduction, the aggregate principal amount of the outstanding Bonds will exceed the aggregate principal amount of the unpaid reassessment. Under Bonds agree payments are or preference installments. such circumstances, unless other funds are available or unless consenting owners of to the protection from ultimate loss of nonconsenting owners of Bonds, proportionate to be made, periodically, of the unpaid principal and interest of the Bonds without priority between Owners as funds become available from collection of the unpaid reassessment The maturity dates of the Bonds are to be disregarded and no redemption premiums are to be payable on payments of the principal of Bonds the maturity dates of which are subsequent to the date of any such payments. The Owners may be required to surrender the Bonds for cancellation in order to participate in such proportionate payments. Factors Affecting Parcel Value and Aggregate Values The facts and circumstances concerning the values of the Reassessment Parcels that are of importance are not confined to those relating to individual Reassessment Parcel values because the Bonds are not individually secured by particular Reassessment Parcels. The Bonds are secured by all of the unpaid reassessments on all of the Reassessment Parcels. Therefore the value of the Reassessment Parcels must also be evaluated in the aggregate. The following are some of the factors which may affect the market for and value of particular Reassessment Parcels individually and in the aggregate. Geologic, topographic and climatic conditions. Values of Reassessment Parcels can be adversely affected by a variety of natural events and conditions. These include, without limitation: geologic conditions such as earthquakes; topographic conditions such as earth movements and floods; and climatic conditions such as droughts. The possibility of the occurrence of some of these conditions and events has been taken into account to a limited extent in the design of the District improvements and has been or will be taken into account to a limited extent in the designs of other public improvements which may be approved by the City or other public agencies. Building codes require that some of these conditions be taken into account to a limited extent in the design of private improvements. Design criteria in any of these circumstances are established upon the basis of a variety of considerations and may change from time to time leaving previously designed improvements unaffected by more stringent subsequently established criteria. In general, design criteria, at the time of their establishment, reflect a balance between the present costs of protection and the future costs of lack of protection, based in part upon a present perception of the probability that the condition will occur and the seriousness of the condition should it occur. Also reflecting that balance are decisions not to impose design criteria at all. -23- The City expects that one or more of these conditions may occur from time to time, and, even if design criteria do exist, such conditions may result in damage to property improvements. That damage may entail significant repair or replacement costs, and repair or replacement may never occur. Under any of these circumstances, the value of the Reassessment Parcels could depreciate substantially notwithstanding the establishment of design criteria. Legal requirements. Other events which may affect the value of a Reassessment Parcel include changes in the law or application of the law. Such changes may include, without limitation, the following: -local growth control initiatives; -local utility connection moratoriums; -local application of statewide tax and governmental spending limitation measures. Prepayment of Reassessments. There is rarely a uniform relationship between the value of Reassessment Parcels and the proportionate share of debt service on the Bonds to be borne by the Reassessment Parcels. One of the factors that may effect a significant change in the relationship between the aggregate Reassessment Parcel values and the Reassessment is the prepayment before final bond maturity of the remaining balance of the Reassessments on particular Reassessment Parcels. Should the Reassessments on Reassessment Parcels having a relatively high ratio of value to Reassessment be prepaid, the security for the Bonds, as evidenced by the ratio of the aggregate remaining Reassessment Parcel values to the remaining balance of the Reassessment, will be reduced. Other Possible Claims Upon the Value of a Reassessment Parcel While the Reassessment is secured by the related Reassessment Parcels, the security only extends to the value thereof that is not subject to priority and parity liens and similar claims relative to the reassessments. Other governmental obligations may be authorized and undertaken or issued in the future the tax, reassessment or charge for which may become an obligation of one or more of the Reassessment Parcels and may be secured by liens on a parity with the liens of the reassessments securing the Bonds. In general, as long as installments of the reassessment are collected on the County tax roll, the installments and all other taxes, reassessments and charges also collected on the tax roll are on a parity. Questions of priority become significant when collection of one or more of the taxes, reassessments or charges is sought by some other procedure, such as foreclosure and sale. In the event of proceedings of foreclosure for delinquency of installments of a Reassessment securing the Bonds, the Reassessment will have priority over specific-amount special assessments that became a lien of the Reassessment Parcels prior to the date that the Reassessments became a lien on the property assessed (which is the same date the assessments for the District became a lien). Otherwise, in the event of such foreclosure proceedings the installments of the Reassessment wilt generally be on a parity with the other taxes, assessments and charges. The Reassessment will have priority over non-governmental liens on a Reassessment Parcel regardless of whether or not the non- governmental liens are in existence at the time the Reassessments became a lien on the property assessed. While governmental taxes, assessments and charges are a common claim against the value of a Reassessment Parcel other less common claims may be relevant. ©ne of the most serious in terms of the potential reduction in the value that may be realized to pay the reassessment installments is a claim with regard to a hazardous substance. In general, the owners and operators of a Reassessment Parcel may be required by law to remedy conditions of the Reassessment Parcel relating to released or threatened releases of hazardous substances. The federal Comprehensive Environmental -24- Response, Compensation and Liability Act of 1980, sometimes referred to as "CERCLA" or "Superfund Act", is the most well known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar. Under many of these laws the owner or operator of a property is obligated to remedy a hazardous substance condition whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect therefore, should any of the Reassessment Parcels be affected by a hazardous substance, is to reduce the marketability and value of the parcel by the costs of remedying the condition. Further, it is possible that liabilities may arise in the future with respect to any of the Reassessment Parcels resulting from the current existence on the Reassessment Parcel of a substance presently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence on the Reassessment Parcel of a substance not presently classified as hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of a Reassessment Parcel that is realizable upon delinquency. Parity Taxes and Special Assessments The ability or willingness of a property owner in the District to pay the Reassessments could be affected by the existence of other taxes and assessments imposed upon the property. The Reassessments and any penalties thereon constitute a lien against the lots and parcels of land on which they have been levied until they are paid. Such lien is on a parity with all special taxes levied by other agencies regardless of when they are imposed on the same property, and is co-equal to and independent of the lien for general property taxes. The Reassessments are subordinate to pre-existing assessment liens and senior to assessment liens created in the future. The Reassessments have priority over all existing and future private liens imposed on the property. In addition, other public agencies whose boundaries overlap those of the District could, with or in some circumstances without the consent of the owners of the land in the District, impose additional taxes or assessment liens on the property in the District in order to finance public improvements to be located inside or outside of the District. The City, however, has no control over the ability of other entities and districts to issue indebtedness secured by special taxes or assessments payable from all or a portion of the property in the District. In addition, the City is not prohibited itself from establishing assessment districts, community facilities districts or other districts which might impose assesSments or taxes against property in the District. The imposition of additional liens on a parity with the Reassessments could reduce the ability or willingness of the owners of parcels in the District to pay the Reassessments and increase the possibility that foreclosure proceeds will not be adequate to pay delinquentor the principal of and interest on the Bonds when due. Bankruptcy Proceedings Regardless of the priority of the reassessment securing the Bonds over non-governmental liens the exercise by the City of the foreclosure and sale remedy or by the County of the tax sale remedy may be forestalled or delayed by bankruptcy, reorganization, insolvency or other similar proceedings affecting the owner of a Reassessment Parcel. The Federal bankruptcy laws provide for an automatic stay of foreclosure and sale or tax sale proceedings thereby delaying such proceedings perhaps for an extended period. Delay in exercise of remedies, especially if the owner owns Reassessment Parcels the reassessments of which are significant or if bankruptcy proceedings are instituted with respect to a number of owners owning Reassessment Parcels the reassessments of which are significant, may result in periodic reassessment installment collections which, even in conjunction with the Reserve Fund, may be insufficient to pay the debt service on the Bonds as it comes due. Further, should remedies be exercised under the bankruptcy law against the Reassessment Parcels, payment of -25- installments of the reassessment may be subordinated to bankruptcy law priorities. Therefore, certain claims may have priority over the reassessment lien, even though they would not were the bankruptcy law not applicable. Payments by FDIC The City’s ability to collect interest and penalties specified by State law and to foreclose the lien of a delinquent Reassessment, may be limited in certain respects with regard to properties in which the Internal Revenue Service, the Drug Enforcement Agency, the Federal Deposit Insurance Corporation (the "FDIC") or other similar federal agencies has or obtains an interest. The FDIC has asserted a sovereign immunity defense to the payment of special taxes and assessments. The City is unable to predict what effect this assertion would have in the event of a delinquency with respect to a reassessment parcel in which the FDIC has an interest. In addition, although the FDIC does not claim immunity from ad valorem property taxation, it requires a foreclosing entity to obtain FDIC’s consent to foreclosure proceedings. Prohibiting the lien of the FDIC to be foreclosed on at a judicial foreclosure sale would likely reduce the number of or eliminate the persons willing to purchase such a parcel at a foreclosure sale. ©wners of the Bonds should assume that the City will be unable to foreclose on any reassessment parcel owned by the FDIC. Such an outcome would cause a draw on the Reserve Fund and perhaps, ultimately, a default in payment of the Bonds. The City has not undertaken to determine whether the FDIC currently has, or is likely to acquire, any interest in any of the Reassessment Parcels, and therefore expresses no view concerning the likelihood that the risks described above will materialize while the Bonds are outstanding. Voter Initiatives Under the California Constitution, the power of initiative is reserved to the voters for the purpose of enacting statutes and constitutional amendments. Since 1978, the voters have exercised this power through the adoption of Proposition 13 and similar measures, including Proposition 218, which was approved in the general election held on November 5, 1996. Any such initiative may affect the collection of fees; taxes and other types of revenue by local agencies such as the City. Subject to overriding federal constitutional principles, such collection may be materially and adversely affected by voter-approved initiatives, possibly to the extent of creating cash-flow problems in the payment of outstanding obligations such as the Bonds. Proposition 218--Voter Approval for Local Government Taxes--Limitation on Fees, Assessments, and Charges--Initiative Constitutional Amendment, added Articles XIIIC and XlIID to the California Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property-related fees and charges. The Reassessments are being levied against Reassessment Parcels after the passage of Proposition 218. However, the City believes that the issuance of the Bonds does not require the conduct of further proceedings under the Bond Law or Proposition 218 because Senate Bill 919 (effective July 1, 1997) amended the Bond Law to provide: "Any reassessment that is approved and confirmed pursuant to [the Bond Law] shall not be deemed to be an assessment within the meaning of, and may be ordered without compliance with the procedural requirements of, Article XllID of the California Constitution." Like its antecedents, Proposition 218 is likely to undergo both judicial and legislative scrutiny before its impact on the City and its obligations can be determined. Certain provisions of Proposition 218 may be examined by the courts for their constitutionality under both State and federal constitutional law. The City is not able to predict the outcome of any such examination. -26- The foregoing discussion of Proposition 218 should not be considered an exhaustive or authoritative treatment of the issues. The City does not expect to be in a position to control the consideration or disposition of these issues and cannot predict the timing or outcome of any judicial or legislative activity in this regard. Interim rulings, final decisions, legislative proposals and legislative enactments may all affect the impact of Proposition 218 on the Bonds as well as the market for the Bonds. Legislative and court calendar delays and other factors may prolong any uncertainty regarding the effects of Proposition 218. Payment of the Reassessment Not a Personal Obligation The owners of Reassessment Parcels are not personally liable for the payment of the reassessment or the reassessment installments. Rather, the reassessment is an obligation only of the Reassessment Parcels. If the value of a Reassessment Parcel is not sufficient to fully secure the reassessment on it the City has no recourse against the owner under the laws by which the reassessment has been levied and the Bonds have been issued. Limited City Obligation to Pay Debt Service THE CITY’S OBLIGATION TO ADVANCE FUNDS TO PAY DEBT SERVICE ON THE BONDS IN THE EVENT REASSESSMENT INSTALLMENT COLLECTIONS ARE INSUFFICIENT WILL NOT EXCEED THE AMOUNT ON DEPOSIT FROM TIME TO TIME IN THE RESERVE FUND, AND IF SO ADVANCED WILL REDUCE THE RESERVE FUND BY THE AMOUNT OF THE FUNDS ADVANCED. Notwithstanding the limited nature of the City’s obligation, the City may, at its option and in its sole discretion, elect to advance available funds of the City in the amount of any delinquent reassessment installments to pay debt service on the Bonds. Should the City do so it is entitled to reimbursement from the first proceeds of any payments of delinquent installments or the redemption or sale of delinquent Reassessment Parcels. OWNERS OF BONDS MAY NOT RELY UPON THE CITY TO ADVANCE FUNDS TO PAY DEBT SERVICE ON THE BONDS UPON DEPLETION OF THE RESERVE FUND EVEN IF THE CITY MAY HAVE PREVIOUSLY DONE SO OR MAY DO SO CONTEMPORANEOUSLY WITH RESPECT TO OTHER BONDS OR OBLIGATIONS. No Acceleration The principal of the Bonds will not be subject to acceleration under the provisions of the Paying Agent Agreement. Bondholders must rely on other remedies contained in the Paying Agent Agreement in the event there is a deficiency in the amounts held under the Paying Agent Agreement for the payment of the principal of and interest on the Bonds. Loss of Tax Exemption As discussed in the section entitled "LEGAL MATTERS - Tax Exemption," interest on the Bonds could become includable in gross income for purposes of federal income taxation, retroactive to the date of issuance, as a result of acts or omissions of the City subsequent to issuance in violation of the City’s covenants applicable to the Bonds. Should interest become includable in gross income, the Bonds are not subject to redemption by reason thereof and may remain outstanding. The Bonds are subject to redemption for other reasons as discussed in the section entitled "THE BONDS - Redemption." VERIFICATION The arithmetical accuracy of certain computations included in the schedules provided by the City relating to (a) the sufficiency of the amounts (i) deposited in the 2001-A Escrow Fund for the prepayment of the 2001-A Bonds and (ii) deposited in the 2002-A Escrow Fund for the prepayment of -27- the 2002-A Bonds and (b) the yield on the Bonds and on the Federal Securities deposited in each of the Escrow Funds will be examined by (the "Verification Agent"). Such computations are based solely upon assumptions and information supplied by the City. The Verification Agent has restricted its procedures to examining the arithmetical accuracy of certain computations and has not made any study or evaluation of the assumptions and information upon which the computations are based and, accordingly, has not expressed an opinion on the data used, the reasonableness of the assumptions, or the achievability of the forecasted outcome. LEGAL MATTERS Tax Exemption In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, provided, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings. The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986 (the "Code") that must be satisfied subsequent to the issuance of the Bonds in order that such interest be, or continue to be, excluded from gross income for federal income tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. If the initial offering price to the public (excluding Bond houses and brokers) at which a Bond is sold is tess than the amount payable at maturity thereof, then such difference constitutes "original issue discount" for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public (excluding bond houses and brokers) at which each Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes "original issue premium" for purposes of federal income taxes and State of California personal income taxes. Deminimis original issue discount is disregarded. Under the Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straightline interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such Bond. The Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the Bonds who purchase the Bonds after the initial offering of a substantial amount of such maturity. Owners of such Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such Bonds under federal individual and corporate alternative minimum taxes. -28- Under the Code, original issue premium is amortized on an annual basis over the term of the Bond (such term being the shorter of the Bond’s maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the Bond for.purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a Bond is amortized each year over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straightline interpolations between compounding dates). Amortized Bond premium is not deductible for federal income tax purposes. Owners of Premium Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such Bonds. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes. Owners of the Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may have federal or state tax consequences other than as described above. Bond Counsel expresses no opinion regarding any federal or state tax consequences arising with respect to the Bonds other than as expressly described above. Absence of Litigation No litigation is pending or threatened concerning the validity of the Bonds. There is no action, suit or proceeding known by the City to be pending at the present time restraining or enjoining the delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds or any proceedings of the City taken with respect to the execution thereof. A no litigation certificate executed by the City will be delivered to the Underwriters simultaneously with the delivery of the Bonds. Legal Opinion All proceedings in connection with the issuance of the Bonds are subject to the approval as to their legality of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel for the City in connection with the Bonds. The unqualified opinion of Bond Counsel approving the validity of the Bonds will be attached to each Bond. Bond Counsel’s employment is limited to a review of legal procedures required for the approval of the Bonds and to rendering an opinion as to the validity of the Bonds and the exemption of interest on the Bonds from income taxation. -29- MISCELLANEOUS Ratings Standard & Poor’s Credit Markets Services ("S&P") has assigned municipal bond ratings of .... to the Bonds with the understanding that upon delivery of such Bonds the Policy insuring the payment when due of the principal of and interest on the Bonds will be issued by the Insurer, In addition, S&P has assigned underlying ratings (without regard to the Policy) of " Bonds. " to the Such ratings reflect only the views of such organizations and an explanation of the significance of such ratings may be obtained from S&P. There is no assurance that such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by such organizations, if in their judgment circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Bonds. Underwriting The Bonds were awarded to (the "Underwriter") pursuant to a competitive sale at a purchase price of $ ..... (representing the par amount of the Bonds, plus net original issue premium of $__ and less underwriter’s discount of $__.). All Bonds will be purchased if any are purchased, and that the obligation to make such purchase is subject to certain terms and conditions, including, but not limited to, the approval of certain legal matters by counsel. The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the offering prices stated on the inside cover page hereof. The offering prices may be changed by the Underwriter. Additional Information References are made in this Official Statement to certain documents and reports which are brief summaries thereof which 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 and the purchasers or Owners of any of the Bonds. The execution and delivery of this Official Statement has been duly authorized by the City. CITY OF PALO ALTO By: City Manager -30- APPENDIX A GENERAL INFORMATION ABOUT THE CITY OF PALO ALTO The following information relating to the City of Palo Alto (the "City"), Santa Clara County (the "County"), Cafifomia is supplied solely for purposes of information. The City is not in any way obligated to pay debt service on the Bonds from its own funds. The City is located in northern Santa Clara County, approximately 35 miles south of the City of San Francisco. Palo Alto was named by an early Spanish exploration party for the tall, twin trunked redwood tree they camped beneath in 1769. The City has a current population of approximately 62,615. It is part of the San Francisco Bay metropolitan area. Partly due to the presence of Stanford University, which is adjacent to the City, Palo Alto is considered the birthplace of the high technology industry that has made the County famous worldwide as Silicon Valley. The 630-acre Stanford Research Park includes the headquarters of such prestigious and innovative high-tech leaders as Hewlett-Packardl Varian Associates, Watkins- Johnson and Alza. Palo Alto is a major employment center, including Stanford University, Stanford University Medical Center, Lockheed Martin Missiles and Space, Palo Alto Medical Center, and Xerox. The City lies within a Mediterranean type climate zone. Temperatures are mild, and precipitation is concentrated in the winter months. Municipal Government The City of Palo Alto was incorporated in 1894. Its first Charter was granted by the State of California in 1909, and Palo Alto continues to operate as a charter city. Chartered cities may establish their own laws and regulations as long as they do not conflict with those of the State. Municipal operations are conducted under the Council-Manager form of government. The nine Council Members are elected at large for four-year, staggered terms. The Mayor and Vice Mayor are elected annually at the first Council meeting in January. The Mayor presides over all Council meetings. The City Manager is responsible for the operation of all municipal functions, except the offices of the City Attorney, City Clerk, and City Auditor. These officials are appointed by, and report directly to, the City Council. The City provides a full range of municipal services and maintains municipal electric, water, gas, wastewater collection, wastewater treatment, storm drainage, and refuse utilities for the benefit of City residents and businesses. The City’s parks, recreation and cultural facilities are numerous, and include over 36 parks totaling more than 4,000 acres, a golf course, four community centers, a Cultural Center, a Community Theater, a Children’s Theater, and a Junior Museum. The City offers a wide array of social, recreational and cultural events, including human services for seniors and youth, subsidized child care, classes, concerts, exhibits, team sports and special events. The City and the Palo Alto Unified School District have an agreement to jointly fund the costs of maintaining and rehabilitating school athletic fields, recognizing the significant recreational use of these facilities by the community. In addition, the City offers a high level of library and public safety services. Palo Alto has six libraries and seven fire stations providing services throughout the community. A-1 Population Population figures for the City, the County and the State for the last five years are shown in the following table. CITY OF PALO ALTO Population Estimates Calendar Years 2003 through 2007 Calendar City of County of State of Year Palo Alto Santa Clara California 2003 60,356 1,726,791 35,691,472 2004 60,488 1,783,374 36,245,016 2005 61,431 1,752,653 36,728,196 2006 62,615 1,780,449 37,195,240 2007 62,615 1,808,056 37,662,518 Source: State of California, Department of Finance, as of January 1. Employment and Industry The City attracts and retains entrepreneurs and skilled professional workers as the result of a number of factors, including the local economy’s diversity of research and development firms specializing in electronics, software, Internet, financial and professional services; the City’s proximity to Stanford University and the synergies between the University and the City’s research park; the high percentage of the population with advanced college degrees; and various "quality of life" factors, including the City’s public school system. The City is included in the San Jose-Sunnyvale-Santa Clara Metropolitan Statistical Area (MSA). The County civilian labor force figures are shown in the following table. These figures are County-wide and may not necessarily accurately reflect employment trends in the City. The following table shows employment statistics for the MSA for the past five calendar years. SAN JOSE-SUNNYVALE-SANTA CLARA METROPOLITAN STATISTICAL AREA (MSA) Annual Average Labor Force and Industry Employment 2002 Civilian Labor Force (1)918,000 Employment 839,900 Unemployment 78,100 Civilian Unemployment Rate 8.5% Wa.qe and Salary.Employment: (2) Agriculture 6,900 Natural Resources and Mining 200 Construction 44,400 Manufacturing 208,500 Wholesale Trade 36,200 Retail Trade 86,000 Transportation, Warehousing and Utilities Information Finance and Insurance 2003 2004 2005 2006 877,100 854,300 848,700 859,300 802,200 797,000 801,700 820,300 74,900 57,300 47,000 39,000 8.5%6.7%5.5%4.5% 6,600 6,700 6,300 6,100 200 100 200 300 41,600 43,000 44,500 47,000 182,800 174,200 170,900 171,000 34,100 34,500 35,800 38,100 83,600 82,900 83,900 84,800 15,200 14,300 13,500 13,100 12,800 34,300 31,400 32,600 35,300 38,500 20,300 20,200 20,700 21,300 21,800 A-2 Real Estate, Rental and Leasing Professional and Business Services Educational and Health Services Leisure and Hospitality Other Services Federal Government State Government Local Government Total All Industries (3) 15,200 14,900 14,700 15,000 15,300 167,300 160,300 158,600 159,800 164,700 91,700 93,500 95,000 96,800 101,300 68,800 69,000 70,900 72,800 75,500 26,400 25,300 25,000 24,600 25,000 11,900 11,700 11,400 11,300 11,100 8,300 8,100 7,500 7,400 7,500 82,300 79,300 77,300 ~~ 924,100 876,900 868,700 876,300 898,600 (1)Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. (2)Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. (3) Totals may not add due to rounding. Source: State of Cafifornia Employment Development Department. The ten largest employers in the City as of April 2007 are shown in the following table: CITY OF PALO ALTO LARGEST EMPLOYERS Employer City of Palo Alto CPI Hewlett Packard Lucile Packard Children’s Healthcare Space Systems/Loral Stanford Hospital and Clinics Tibco Software Varian Medical Systems Veterans’ Hospital Wilson Sonsini Goodrich & Rosati Source: City of Palo Alto Chamber of Commerce. Products/Service Government Electronics Electronics Medical Research & Development Hospital Software Medical equipment and software Hospital Law firm Personal Income "Effective Buying Income" is defined as personal income less personal tax and nontax payments, a number often referred to as "disposable" or "after-tax" income. Personal income is the aggregate of wages and salaries, other labor-related income (such as employer contributions to private pension funds), proprietor’s income, rental income (which includes imputed rental income of owner-occupants of non-farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. A-3 According to U.So government definitions, the resultant figure is commonly known as "disposable personal income." The following table summarizes the total effective buying income for the City, the County of Santa Clara, the State and the United States for the period 2001 through 2005. EFFECTIVE BUYING INCOME As of January 1, 2001 through 2005 Year Area Total Effective Buying Income (000’s Omitted) Median Household Effective Buying_ Income 2001 City of Palo Alto $2,639,941 $77,643 Santa Clara County 47,134,074 67,504 California 650,521,407 43,532 United States 5,303,481,498 38,365 2002 City of Palo Alto $2,792,463 $75,112 Santa Clara County 46,138,910 62,725 California 647,879,427 42,484 United States 5,340,682,818 38,035 2003 City of Palo Alto $2,737,180 $73,164 Santa Clara County 46,787,053 62,584 California 674,721,020 42,924 United States 5,466,880,008 38,201 2004 City of Palo Alto $2,877,945 $73,411 Santa Clara County 47,476,338 62,614 California 705,108,410 43,915 United States 5,692,909,567 39,324 2005 City of Palo Alto $2,733,365 $74,484 Santa Clara County 46,910,278 63,293 California 720,798,106 44,681 United States 5,894,663,364 40,529 Source: Sales & Marketing Management Survey of Buying Power for years 2001 through 2004; Claritas Demographics for 2005. A-4 Building Activity The following table shows the number and value of building permits issued in the City during calendar years 200! through 2005. CITY OF PALO ALTO Building Permit Valuation For Calendar Years 2001 through 2005 (Dollars in Thousands) 2001 2002 2003 2004 2005 Permit Valuation New Single-family $37,987.4 $37,903.2 $24,060.7 $28,336.8 $46,957.2 New Multi-family 600.0 18,520.5 79,904.4 22,125.1 13,910.7 Res. Alterations/Additions 23,072.5 28,413.6 26,826.2 52,993.2 36,943.4 Total Residential 61,660.0 84,837.3 130,791.3 83,455.0 97,811.3 New Commercial 61,752.3 12,329.0 13,319.1 ! ,635.1 17,533.8 New Industrial 5,295.0 0.0 0.0 0.0 0.0 New Other 59,409.5 7,328.4 33,004.1 5,445.7 5,047.1 Com Alterations/Additions 82,051.0 61.109.1 49,799.8 41,312.5 108,708.5 Total Nonresidential 208,507.8 80,766.5 96,123.0 48,393.3 131,289o4 New Dwellinq Units Single Family 94 90 69 Multiple Family ___6_6 7._~_4 442 TOTAL 100 164 511 58 149 207 82 165 Source: Construction Industry Research Board, Building Permit Summary. A-5 Taxable Transactions The following table shows taxable transactions in the City by type of business during calendar years 2002 through the first quarter of 2006. During the first quarter of 2006, total taxable transactions in the City were $394,301,000, or 4.06% greater than total taxable transactions of $378,915,000 that occurred in the City during the first quarter of 2005. CITY OF PALO ALTO Taxable Transactions by Type of Business For Calendar Years 2002 through 2006 (amounts in thousands) Type of Business 2002 2003 2004 2005 2006(1/ Retail Stores: Apparel Stores General Merchandise Food Stores Eating/Drinking Places Home furn. & appliances Bldg. matrl. & farm implmt. Auto dealers, auto supplies Service Stations Other retail stores Retail Stores Total $109,188 $115,793 $121,820 $127,235 $26,512 255,862 250,904 276,625 284,186 56,576 36,153 34,571 34,120 33,726 8,099 199,403 197,266 202,651 208,128 52,598 59,685 58,394 59,936 64,308 I4,126 18,033 16,543 20,159 23,619 6,457 213,877 201,196 196,341 203,998 47,088 37,131 40,983 49,511 56,548 13,392 231.970 227 027 239,684 248.882 59=842 1,161,302 1,142,677 1,200,847 1,250,630 284,690 All Other Outlets 414~676 380,460 419,_867 458 491 109_~611 TOTAL ALL OUTLETS 1,575,978 1,523,137 1,620,714 1,709,121 394,301 (1) First Quarter of 2006. Source: California State Board of Equalization. A-6 APPENDIX B FORi’vl OF BOND COUNSEL OPINION B-1 APPENDIX C FORM OF CONTINUING DISCLOSURE CERTIFICATE C-1 APPENDIX D REASSESSMENT DIAGRAM D-1 APPENDIX E TABLE OF VALUE-TO-LIEN RATIOS APPENDIX F SUIVIIVIARY OF PAYING AGENT AGREEIVIENT F-1 APPENDIX G DTC AND THE BOOK-ENTRY ONLY SYSTEM The following description of the Depository Trust Company ("DTC’), the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be. Neither the issuer of the Bonds (the "Issuer") nor the trustee, fiscal agent or paying agent appointed with respect to the Bonds (the "Agent") take any responsibility for the information contained in this Appendix. No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, ff any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. 1. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the securities (the "Bonds"). The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. ©ne fully-registered Bond certificate will be issued for the Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount and an additional certificate wilt be issued with respect to any remaining principal amount of such issue. 2. DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2.2 million issues of U.S. and non-U.S, equity, corporate and municipal debt issues, and money market instrument from over 100 countries that DTC’s participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S, securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned G-1 by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation (NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non- U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. 3. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. 4. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners, in the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them. 6. Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The ©mnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and interest payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 9. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered. 10. Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. 11. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof. G-3 APPENDIX H SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY H-1 26005-61 EXHIBIT F 5-7-07 5-28-07 6-25-07 OFFICIAL NOTICE OF SALE OF NOT TO EXCEED $37,515,000" Limited Obligation Refunding Improvement Bonds CITY OF PALO ALTO University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) NOTICE IS HEREBY GIVEN that sealed, fax and electronic bids for the purchase of $37,515,000" par value of the captioned bonds (the "Bonds") of the City of Palo Alto (the "City"), County of Santa Clara (the "County"), State of California, will be received as follows: BID TIME:Thursday, , 2007, at 10:00 o’clock a.m. (California Time). The City may postpone the date or change the time of sale as provided under "Terms of Sale -Right to Cancel, Postpone or Reschedule Sale" below. PLACE: SEALED BIDS: FAX BIDS: ELECTRONIC BIDS: Offices of Stone & Youngberg LLC, One Ferry Building, San Francisco, California, 94111 (the "Financial Advisor"). City of Palo Alto c/o, Stone & Youngberg LLC, One Ferry Building, San Francisco, California, 94111 -"Proposal for Limited Obligation Refunding Improvement Bonds City of Palo Alto University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007)". (415) 445-2395 "Parity." See: "Forms of Bids-Electronic Bids," below. Preliminary; subject to adjustment. See "TERMS OF BONDS - Adjustment of Principal Amounts." issue: Maturities: TERMS OF BONDS $37,515,000" of bonds designated, "Limited Obligation Refunding Improvement Bonds City of Palo Alto University Avenue Area Off- Street Parking Assessment District" (the "Bonds") all dated as of the date of delivery, consisting of fully-registered bonds, without coupons, executed and delivered in book-entry only form and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") in the denominations of $5,000 each or any integral multiple thereof. The Bonds will mature serially or be paid as mandatory sinking fund payments on September 2 in each of the years and in the amounts as follows: Year Principal Year Principal (September 2)Amount*(September 2)Amount* 2008 2020 2009 2021 2010 2O22 2011 2023 2012 2O24 2013 2025 2014 2026 2015 2027 2016 2028 2017 2029 2018 2030 2019 *Preliminary, subject to adjustment pursuant to Notice of Sale. Special Bidder’s Option: The purchaser may elect to combine any number of consecutive maturities of Bonds for which an identical interest rate has been specified to comprise term Bonds by indicating such an election on the bid form. The election to create term Bonds in such manner will require the creation of a mandatory sinking fund so that the sinking fund redemption payments shall equal the principal amount of the corresponding serial bond maturities. No term bond shall have a mandatory sinking fund payment prior to September 2, __ Adjustment of Principal Amounts: The above principal amounts reflect certain assumptions of the City and the Financial Advisor about the expected interest rates of the winning bid(s) and the premium or discount of such bid(s). After the determination of the successful bidder(s), the City reserves the right to increase or decrease the principal amount of each maturity in any amount, in $5,000 increments, provided that Preliminary; subject to adjustment. See "ADJUSTMENT OF PRINCIPAL AMOUNTS" below. -2- the total principal amount of all maturities shall not exceed the aggregate amount shown above. Such adjustments shall be made within the time herein specified for the award after bid opening and in the sole discretion of the Director of Administrative Services of the City upon the recommendation of the Financial Advisor. If an adjustment is made, there shall be no rebidding or recalculation or withdrawal of any bids and the successful bidder shall not be permitted to change any of its interest rate(s); provided, however, that any such increase or decrease shall result in a pro rata increase or decrease, as the case may be, in the amount of discount or premium on the purchase of the Bonds. Interest: The Bonds shall bear interest at a rate or rates to be fixed upon the sale thereof but not to exceed six percent (6%) per annum, payable commencing on March 2, 2008, for the first period, and semi-annually thereafter on each September 2 and March 2, each an "Interest Payment Date." Payment: Principal of the Bonds will be payable upon surrender at U.S. Bank National Association (the "Paying Agent"). Interest on the Bonds will be payable by check or draft mailed to the owner at the address listed on the registration books maintained by the Paying Agent for such purpose. Registration: The Bonds will be issued as fully registered bonds as to both principal and interest. Redemption: Optional Redemption. The Bonds may be redeemed and paid in advance of maturity, in whole or in part, on any Interest Payment Date in any year by giving at least 30 days notice to the Owners thereof and by paying the principal amount thereof, plus interest to the date of redemption, unless sooner surrendered, in which event said interest will be paid to the date of payment, together with a redemption premium, expressed as a percentage of the principal amount of Bonds being redeemed, as follows: Redemption Dates Any Interest Payment Date from March 2, 2008 to and including March 2,_ September 2, __ thereafter and any Interest Payment Date Redemption Premium -3- Mandatory Sinkinq Fund Redemption. Term Bonds, if any, are subject to redemption prior to their stated maturity or maturities, in part, by lot, from mandatory sinking fund payments, on each September 2 designated by the successful bidder as a date upon which a mandatory sinking fund payment is to be made (see "Special Bidder’s Option" above), at the principal amount thereof plus accrued interest thereon to the date of redemption, but without premium. No term Bonds may be redeemed from mandatory sinking fund payments until all term Bonds maturing on preceding term maturity dates, if any, have been retired. Security: The Bonds are special, limited obligations of the City secured by and payable only from the special reassessments levied in the City’s "University Avenue Area Off-Street Parking Assessment District" (the "Assessment District") and from certain funds held by the City for the Assessment District. The Bonds are limited obligations of the City, payable from certain reassessments and funds established for the Bonds. Neither the full faith and credit nor the taxing power of the City, the County or the State of California is pledged to the payment of the Bonds. See the Official Statement for a discussion of the security for the Bonds. Purpose: The proceeds of the Bonds are being used to refund two outstanding series of bonds issued by the City with respect to the Assessment District, which bonds constitute the only outstanding bonds issued with respect to the Assessment District, to establish a reserve fund for the bonds, and to pay costs of issuing the Bonds. Rating: The City has applied for a rating from Standard & Poors Ratings Services. Information on such ratings may be obtained from the Financial Advisor. The City will pay the fees for such ratings. Any additional ratings and associated costs will be the sole responsibility of the purchaser of the Bonds. Bond Insurance: The City has selected to provide a policy of municipal bond insurance (the "insurance Policy") guaranteeing payment of principal of and interest on the Bonds when due. The City will pay the premium for the ~nsurance Policy. -4- TERMS OF SALE Submission of Bids; Rules and Disclaimers: Bids may be delivered to the Financial Advisor for receipt not later than the Bid Time set forth on the first page of this Notice. The City will determine the official time for receipt of bids. Bids may be in any of the forms set forth below under "Forms of Bids." Electronic or fax bids are submitted at the bidder’s risk of receipt of any electronic or fax transmissions. The City will make its best efforts to accommodate electronic bids. However, the City, the Financial Advisor, Bond Counsel and any agent of the City shall not be responsible for and the bidder fully assumes all risk of and responsibility for inaccurate or illegible bids or for delay due to engaged telephone lines and/or equipment failure or malfunction at the place and time of bid opening or for delay from the bidder’s choice to deliver its bids by other than hand delivery. By allowing the use of electronic or fax bids, the City neither endorses nor encourages the use of such forms of bidding. The City assumes no responsibility for informing any bidder before the deadline for receipt for bids that a bid is incomplete or not received. The City will assume that any bid has been made by a duly authorized agent or representative of the bidder. Bids shall be accompanied by the Good Faith Deposit (see below). Required Payments by Bidders: Bidders must take into account the following, mandatory payments in preparing their bids: (a) Good Faith Deposit: A good faith deposit ("Deposit") in the form of a certified or cashier’s check or a financial surety bond (a "Financial Surety Bond") in the amount of $50,000 payable to the order of "City of Palo Alto, Director of Administrative Services," is required for each bid to be considered. If a check is used, it must accompany each bid. If a Financial Surety Bond is used, it must be issued by an insurance company licensed to issue such a bond in the State of California, and such bond must be submitted to the City’s Financial Advisor prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose Deposit it guarantees. If the Bonds are awarded to a bidder utilizing a Financial Surety Bond, then that bidder is required to submit its Deposit to the City in the form of a cashier’s check (or wire transfer in such amount as instructed by the City) not later than 12:30 p.m. California Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. If the bidder fails to honor its accepted bid, the Deposit will be retained by the City. If the. Bonds are awarded to a bidder utilizing a certified or cashier’s check, the check accompanying any accepted proposal will be held by the City following the award to the successful bidder. If, after the award of the Bonds the successful bidder fails to complete its purchase on the terms stated in its proposal, the check will be cashed by the City and the proceeds thereof will be retained by the City. -5- If the successful bidder completes its purchase of the Bonds on the terms stated in its proposal, its Deposit will be applied to the purchase of the Bonds on the date of delivery of the Bonds. Deposits accompanying each unaccepted proposal will be returned. No interest will be paid upon any Deposit. (b) Fees: The successful bidder will be required, pursuant to State law, to pay any fees to the California Debt and Investment Advisory Commission ("CDIAC"). CDIAC will invoice the successful bidder after the closing of the Bonds. Also, the successful bidder must pay all fees required by DTC, the Bond Market Association, Municipal Securities Rulemaking Board, and any other similar entity imposing a fee in connection with the issuance of the Bonds. Forms of Bids: The Bonds shall be sold for cash only. All bids must be for not less than all of the Bonds hereby offered for sale. The purchase price bid for the Bonds shall be not less than percent (.~%) of the par value thereof nor more than ~ percent (__%) of the par value thereof. The rate or rates are not to exceed those specified herein, at which the bidder offers to buy the Bonds. Each bidder shall state in its bid the true interest rate ("TIR"), which shall be considered informative only and not a part of the bid. The following forms of bids are the only forms authorized: (a) Sealed Bids. Each bid, on the Proposal for Purchase attached, together with the Deposit, must be placed in a sealed envelope, addressed or hand delivered to the Financial Advisor at the address shown under "Sealed Bids" on the first page hereof. (b) Fax Bids. Fax Bids will be accepted at the telephone number opposite "Fax Bids" on the first page hereof. Fax bids must be completely received by the Bid Time. Any fax bids in the course of transmission and not completely received by the Bid Time will not be accepted. NOTE: See "Submission of Bids; Rules and Disclaimers" above for disclaimers of responsibility for use of fax. (c) Electronic Bids. Bidders may submit electronic bids using Parity Electronic Bid Submission System ("Parity") of Dalcomp, a division of Thomson Information Services, Inc. ("Dalcomp"). A bidder intending to use Parity must communicate its bid electronically via Parity on or before the Bid Time on the first page hereof (the "Parity Bid Deadline"). No bid will be received by Parity for the Bonds after the Parity Bid Deadline. To the extent that any instructions or directions or terms set forth in Parity conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall control. For further information about Parity, contact the Financial Advisor. For purposes of the electronic bidding process using Parity (and for no other purposes under this Official Notice of Sale), the time as maintained by Parity shall be the official time. NOTE: See "Submission of Bids; Rules and Disclaimers" above for disclaimers of responsibility for use of electronic bidding. Interest Rates: Each bidder must specify the rate or rates of interest which the Bonds will bear. Interest shall be computed from the date of original delivery to the stated maturity at the rate stated in the proposal, payable on the Interest Payment Dates. A bidder may bid different rates of interest for each maturity of the Bonds, except: (a) Each interest rate must be in a multiple of 1/20% or 1/8%; (b) The maximum rate on any maturity may not exceed 6% per annum; (c) All Bonds maturing at the same time must bear the same interest rate; and (d) the interest rate on any one maturity may not exceed the rate on any other maturity by more than 5%. Determination of Best Bid: Unless all bids are rejected, the Bonds will be awarded to the bidder whose proposal results in the lowest TIR on the Bonds. The TIR will be the rate which, when used in computing the present value of all payments of principal and interest to be paid on all Bonds from an assumed closing date of July 31, 2007, to their respective maturity dates or mandatory sinking fund redemption dates, produces an amount equal to the purchase price specified in any bid. To compute TIR of any bid, the purchase price specified in the bid will be equal to the par amount of the Bonds, plus any premium or less any discount specified and the TIR will be calculated by using a semiannual interval of compounding interest based on the Interest Payment Dates. The determination of the bid with the lowest TIR will be made without regard to any adjustments made or contemplated to be made after award as described herein under "Adjustment of Principal Amount," even if such adjustments raise the TIR of the successful bid to a level higher than the bid with the next lowest TIR before adjustment. In case of two or more bids with identical TIRs the sale will be awarded by lot. If the City receives multiple bids (by whatever means) from a single bidder, the City will accept the best of such bids and each bidder, by submitting such bid, agrees to be bound by it. Right to Cancel, Postpone or Reschedule Sale: The City hereby reserves the right to cancel, postpone or reschedule the sale of the Bonds. Notice of postponement or change in time of sale shall be given by notice via BIoomberg Financial Markets or Thomson Municipal Market Monitor (www.tm3.com) at least 24 hours prior to the scheduled date and time of sale. Failure of any bidder to receive such notice or any other form of notice of canceled, postponed or rescheduled sale shall not affect the legality or validity of any sale. Rights of Rejection and Waiver: The City reserves the right, in its discretion, to reject any and all bids and to the extent not prohibited by law to waive any irregularity or informality in any bid. -7- Time of Award: The City has authorized the award of the sale of the Bonds or the rejection of all bids to be made by the Director of Administrative Services of the City not later than 5:00 p.m. (California time) on the day of the receipt of bids, provided, that the award may be made after the expiration of the specified time if the bidder has not given to the City notice in writing of the withdrawal of such proposal. Certification of Underwriter: The Underwriter will be expected to certify as follows with respect to the Bonds: (i) The Underwriter will, as of the date of purchase of the Bonds (the "Sale Date"), certify the prices at which it reasonably expects to initially offer each maturity of the Bonds to the general public (the "Initial Offering Prices"). For this purpose, the general public does not include bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers. This certification will be included in a certificate to be executed by the Underwriter as of the date of issue of the Bonds (the "Underwriter’s Certificate"). (ii) The Underwriter must certify that, on or prior to the date of issue of the Bonds, it actually offered one hundred percent (100%) of each maturity of the Bonds to the general public in a bona fide public offering for prices equal to or less than the Initial Offering Prices. (iii) The Underwriter must, as of the date of issue of the Bonds, represent and certify in the Underwriter’s Certificate: (A) that, as of the Sale Date, the Underwriter, taking into account market conditions, had no reason to believe any of the Bonds would be initially sold to the general public at prices greater than the Initial Offering Prices, (B) that, as of the Sale Date, other than specifically identified maturities of the Bonds, at least 10 percent (10%) of each maturity of the Bonds was initially sold to the general public for the respective Initial Offering Prices, and (C) that, in the opinion of the Underwriter, the Initial Offering Prices do not exceed the fair market value of said maturities of the Bonds to the general public as of the Sale Date. Delivery; Cancellation: It is expected that the Bonds will be delivered to DTC for the account of the successful bidder on or about ,2007. The successful bidder shall have the right, at such bidder’s option, to cancel the contract of purchase if the Bonds are not tendered for delivery within 60 days from the date of the sale thereof, and in such event the successful bidder shall be entitled to the return of the Good Faith Deposit. Change in Tax Exempt Status: At any time before the Bonds are tendered for delivery, the successful bidder may disaffirm and withdraw its proposal if the interest received by private bondowners from bonds of the same type and character as the Bonds is declared to be taxable income under present federal income tax laws, either by a ruling of the Internal Revenue Service or by a decision of any federal court, or shall be declared taxable, or be required to be taken into account in computing federal income taxes (except alternative minimum taxes payable by corporations) by any federal income tax law enacted subsequent to the date of this notice. -8- Closing Papers; Bond Preparation: Each proposal will be understood to be conditioned upon the City furnishing to the purchaser, without charge, concurrently with payment for and delivery of the Bonds, the following closing papers, each dated the date of delivery: (a) Bond Counsel: The opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, approving the validity of the Bonds and stating that, under existing law, interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of preference for purposes of the federal alternative minimum tax imposed on certain individuals and corporations; and that such interest is also exempt from personal income taxes of the State of California under present state income tax laws. Other federal tax consequences to owners of the Bonds, if any, are not addressed in the opinion. A copy of the opinion of Bond Counsel, certified by the official in whose office the original is filed, will be printed on or attached to each of the Bonds at no charge to the purchaser. (b) No Arbitrage: A certificate of the City certifying that on the basis of the facts, estimates and circumstances in existence on the date of issue, it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be arbitrage Bonds. (c) Due Execution: A certificate of the City, signed by officers and representatives of the City, certifying that the officers and representatives have signed the Bonds whether by facsimile or manual signature, and that they were respectively duly authorized to execute the same. (d) Receipt: The receipt of the City showing that the purchase price of the Bonds has been received by the City. (e) City Certificate: A certificate executed by legal counsel for the City, certifying that there is no known litigation threatened or pending affecting the validity of the Bonds. (f) Official Statement Certificate: A certificate of the City, signed by an authorized officer, acting in such officer’s official capacity, to the effect that at the time of the sale of the Bonds, and at all times subsequent thereto up to and including the time of the delivery of the Bonds, the Official Statement relating to the Bonds did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. CUSlP Numbers: It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print CUSIP numbers on any Bond nor error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Bonds in accordance with Bonds and The CUSIP -9- Service Bureau charge for the assignment of such numbers shall be paid by the successful bidder. Official Statement: The City has approved a preliminary Official Statement relating to the Bonds. Prior to the sale, copies of such preliminary Official Statement, in a form "deemed final" by the City for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"), (i) will be distributed by the Financial Advisor to any bidder, upon request, (ii) can be obtained in an electronic version from the Financial Advisor on its website www.syllc.com/nos~, and (iii) are available to authorized users at the PARITY¢ website at www.i-Dealprospectus.com. Within seven business days from the sale date, the City will deliver to the purchaser enough copies of the final Official Statement, executed by an authorized official of the City and dated the date of delivery thereof, including information permitted to be omitted by paragraph (b)(1) of the Rule and such other amendments or supplements as are approved by the City (the "Final Official Statement"), to allow the purchaser to comply with paragraph (b)(4) of the Rule and to satisfy the Municipal Securities Rulemaking Board (the "MSRB") Rule G-32 or any other rules adopted by the MSRB, The purchaser agrees that it will not confirm the sale of any Bonds unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Final Official Statement. The City will furnish to the successful bidder, at no charge, not in excess of 100 copies of the Final Official Statement for use in connection with any resale of the Bonds. Continuing Disclosure To assist bidders in complying with the Rule, the City has committed to provide, pursuant to a Continuing Disclosure Certificate, certain annual financial information and notices of the occurrence of certain events, if material. A form of the Continuing Disclosure Certificate is contained in the preliminary Official Statement and will be part of the Final Official Statement. An executed version of the Continuing Disclosure Certificate will be delivered at Bond closing by the City. GIVEN by order of the City Council of the City of Palo Alto, California, adopted July 23, 2007. Dated as of July 24, 2007 /s/Carl L. Yeats Title: Director of Administrative Services -10- 26005-61 EXHIBIT G NOTICE OF INTENTION 5-7-07 5-28-07 6-25-07 NOT TO EXCEED $. LIMITED OBLIGATION REFUNDING IMPROVEMENT BONDS CITY OF PALO ALTO UNIVERSITY AVENUE AREA OFF-STREET PARKING ASSESSMENT DISTRICT (REASSESSlVIENT AND REFUNDING OF 2007) NOTICE IS HEREBY GIVEN, under Section 53692 of the California Government Code, that the City of Palo Alto, California, will receive bids on the captioned bonds on: Thursday,., 2007 at 10:00 a.m. (California Time), at the offices of Stone & Youngberg LLC, One Ferry Building, San Francisco, CA 94111. The City reserves the right to postpone or reschedule the sale upon 24 hours notice via Thomson Municipal Market Monitor (www.tm3.com) or Bloomberg Financial Markets not later than 24 hours before the new hour for receipt of bids, until such time as a bid is awarded or notice to the contrary is given. The sale will be awarded by the City’s Director of Administrative Services not later than 5:00 p.m. on the day prescribed for receipt of bids. Further information, including copies of the preliminary Official Statement, Official Notice of Sale and form of Proposal for Purchase, may be obtained from (i) Stone & Youngberg LLC, the City’s Financial Advisor for the Bonds, at the above address or by calling (415) 445-2300 (ii) in an electronic version from the Financial Advisor on its website at www.svllc.com/nos/, or (iii) for authorized users, at the PARITY®website at www.i-Dealprospectus.com. Dated as of July 24, 2007 EXHIBIT H Bidding Firm’s Name: City of Palo Alto c/o Stone & Youngberg LLC One Ferry Building San Francisco, CA 94111 Fax No: (415) 445-2395 Authorized Signatory: Re:PROPOSAL FOR PURCHASE OF $37,515,000* Limited Obligation Refunding Improvement Bonds CITY OF PALO ALTO University Avenue Area Off-Street Parking Assessment District (Reassessment and Refunding of 2007) By the authorized signature above, we hereby submit this bid (consisting of the Purchase Price and Interest Rates entered below) for the above-described Bonds, dated the date of delivery, in accordance with the Official Notice of Sale relating thereto dated as of July 24, 2007, which Official Notice of Sale together with all representations and agreements on Page 2 hereof are hereby made part of this bid: Par Value: $plus Premium $.= Purchase Price: $ Check if Check if Year Principal Term Interest Year Principal Term Interest (September 2)1-Amount*Bonds1-Rate (September 2)1-Amount*Bondsl-Rate 2008 %2020 % 2009 %2021 % 2010 %2022 % 2011 %2023 % 2012 %2024 % 2013 %2025 % 2014 %2026 % 2015 %2027 % 2016 %2028 % 2017 %2029 % 2018 %2030 % 2019 %% *Preliminary, subject to adjustment pursuant to Official Notice of Sale. 1-Clearly indicate each Term Bond as follows: Enter "Term" in blank for year of initial mandatory sinking fund payment; draw arrow to maturity; enter Interest Rate in blank for year of maturity. No Form Bonds shall have a mandatory sinking fund payment prior to September 2, __ -1- The interest rate on any maturity or group of maturities is not more than 5% higher than the interest rate on any other maturity or group of maturities. The maximum interest rate bid for any maturity does not exceed six percent (6%) per annum. Each interest rate bid is a multiple of 1/8 or 1/20 of 1%. No Bond bears more than one rate and all Bonds of the same maturity bear the same interest rate. Each Bond bears interest at the interest rate specified from its dated date to its maturity date. We understand that the above principal amounts are subject to adjustment under the terms of the Official Notice of Sale. We will pay the aggregate amount stated on the date of delivery. This proposal is made subject to all the terms and conditions of the Official Notice of Sale for the Bonds dated as of July 24, 2007, all of which terms and conditions are made a part hereof as fully as though set forth in full in this proposal, including the obligation of the successful bidder to pay fees, charges and costs of issuance as provided in the Official Notice of Sale. This proposal is subject to acceptance, in whole or in part, by the City by 5:00 p.m. on the date specified for receipt for bids, as specified in the Official Notice of Sale. We have previously submitted a financial surety bond complying with the requirements of the Official Notice of Sale, or enclose herewith a certified or cashier’s check in the amount of $50,000 drawn on a bank or trust company transacting business in the State of California, payable to the order of the City of Palo Alto Director of Administrative Services. We understand that no interest will be paid on the good faith check. We hereby request that__ printed copies of the Final Official Statement (not to exceed 100 copies) pertaining to the Bonds be furnished to us in accordance with the terms of the Official Notice of Sale. The following is our computation made as provided in the Official Notice of Sale, but not constituting any part of the foregoing, of the true interest rate under the foregoing proposal, to wit: made: True Interest Rate % The following is a list of the members of our account on whose behalf this bid is Respectfully submitted, Bidder Name: By Phone No. ;Address: ; Fax No. Account Manager -2- For Bond Closing only, contact: Name: Phone:;Fax: ;Address: ;e-mail -3-