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HomeMy WebLinkAbout2002-03-04 City CouncilTO: FROM: City of Palo Alto City Manager’s Report HONORABLE CITY COUNCIL ~ CITY MANAGER DEPARTMENT: ADMINISTRATIVE SERVICES DATE:MARCH 4, 2002 CMR:145:02 SUBJECT:APPROVAL OF A RESOLUTION WHICH AUTHORIZES: 1) ISSUANCE AND SALE OF NOT TO EXCEED $35,460,000 PRINCIPAL AMOUNT OF 2001 UNIVERSITY AVENUE OFF-STREET PARKING ASSESSMENT DISTRICT LIMITED OBLIGATION IMPROVEMENT BONDS TO CONSTRUCT TWO NEW PARKING GARAGES; AND 2) OFFICIAL ACTIONS RELATED TO THE BOND ISSUANCE REPORT IN BRIEF On March 19, 2001, Council approved a new University Avenue Off-Street Parking Assessment District. After receiving authorization in May 2001 to sell $9,135,000 in the first in a series of two assessment bond issues, staff is now requesting that Council adopt a Resolution authorizing the sale of $35,460,000 in the second series of assessment bonds and allow staff to take the necessary official actions to sell the bonds. The required cash collection period, in which District property owners had the opportunity to pay their assessments before the financing, ended on January 28. On behalf of the District, the City collected $901,964 in cash payments ~om property owners during the second series process. It is recommended that Council approve selling bonds up to an amount not to exceed $35,460,000. Funds from the bond proceeds will be used for the acquisition, construction and management expenditures needed to build the garages. Proceeds also will be used to pay bond issuance expenses. After selling the second series of bonds, the Assessment District will have issued $44,595,000 in improvement bonds and received approximately $1,075,000 in total cash payments. Construction of the garages is anticipated to begin in April 2002. CMR: 145:02 Page 1 of 5 RECOMMENDATION Staff recommends that the City Council: Adopt a Resolution Authorizing Issuance of Limited Obligation Improvement Bonds. Authorize staff to implement the sale of bonds of an amount not to exceed $35,460,000 for acquisition, construction, management, and bond issuance expenditures. BACKGROUND On March 19, 2001, Council approved a new University Avenue Off-Street Parking Assessment District (CMR:170:01). The assessment district is the financing mechanism through which funds are being raised (bond sale) to build two new parking structures on lots R (High/Alma South Garage) and S/L (Bryant/Florence Garage). Property owners within the assessment district (including the City of Palo Alto) will make annual assessment payments to retire the bonds. After receiving authorization in May 2001 to sell the first in a series of two assessment bond issues (CMR:237:01), the bonds were sold in June 2001. Proceeds from the first issue were used to repay project advances from the General Fund, as well as to pay design costs, refunding and refinancing of prior year assessment bonds, project management, and bond issuance costs. On December 10, 2001, Council passed a resolution to begin the 30 day cash payment period for the second series of assessment bonds (CMR:444:01). The cash payment period is when property owners have the option to pay their assessments to avoid incurring financing and future interest costs. This period ended on January 28, allowing staff to begin the process of issuing bonds to finance construction of the garages. DISCUSSION Staff is now requesting that Council adopt a Resolution authorizing the second series of assessment bonds and allowing staff to take the necessary official actions to sell the bonds. Staff is sedking Council’s authorization to sell up to $35,460,000 million in bonds for acquisition, management, construction, and bond issuance expenditures for the garages. When combined with the first series, the Assessment District will have issued $44,595,000 in bonds to refinance old bonds and construct the new garages and collected approximately $1,075,000 in cash payments. Staff anticipates the second assessment bond series sale will occur in the last week of March. To maximize the quality of the bond issue and minimize interest expense, staffwill deliver a rating presentation to Standard and Poor’s (S&P) prior to the bond sale. City staff, along with the City’s bond counsel and financial advisor, will participate in the presentation. Information such as the ability of the University Avenue Off-Street Assessment District to CMR: 145:02 Page 2 of 5 pay prior assessment commitments, the current assessed value of District property, and the overall f’mancial viability of the downtown area will be discussed. A high rating from S&P and the probable use of bond insurance should ensure a safe issue for investors and lower interest costs. Staff will advise Council of the rating agency’s analysis as soon as it is received. The bonds will be offered at a competitive sale around March 28, with the assistance of the City’s f’mancial advisor, Stone and Youngberg. A competitive sale means that underwriters or investment banking 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. Proceeds from the sale will be delivered to the City in early April. As in prior assessment bond issues, the City will 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. Required Council Action The Council must adopt the attached Resolution (Attachment A) to allow the Limited Obligation Improvement Bonds, City of Palo Alto, University Avenue Off-Street Parking Assessment District, Series 2002-1 to be authorized, sold and delivered. By adopting this resolution, the City Council authorizes various City officials to complete and execute various documents. The Resolution also approves the forms of the following documents: o o o Preliminary Official Statement, containing information material to the offering and sale of bonds (Exhibit A). The form of the bond (Exhibit B) The public bond sale documents, including the official Notice of Sale to the investment community (Exhibit C). RESOURCE IMPACT Funding required for the second phase of the parking structure project totals $35,460,000. Attachment B shows the sources of funding for the project and intended uses. The chief sources of funding are bond proceeds and cash payments from District property owne~rs. Staff has prepared a number of budget amendments in the 2001-02 midyear report to reflect the transactions associated with the bond sale and anticipated project expenditures. During the recent 30-day cash collection period, the City collected $901,964 in cash payments. These proceeds will be used for project expenditures and will offset the need to borrow funds. Property owners in the District will first see an increase in their assessment on, the property tax bill in November 2002. In November 2003, the full, annual assessment of an estimated $1.45 per square foot will begin to be collected. As a result of Proposition 218, the City will be required to pay an assessment for special benefits to its properties from public CMR: 145:02 Page 3 of 5 improvements and for any general benefits that cannot be ascribed to a specific property. The impact for 2001-02 from these requirements is estimated at $157,000. This expense was included in the 2001-02 midyear adjustments approved by the Finance Committee on February 5, 2002. POLICY IMPLICATIONS Approval of the bond financing is consistent with prior Council policy direction. TIME LINE January 28 Cash payment period ends, determine final bond size, and distribute financing documents to rating agencies and bond insurers March 4 Council adopts resolutions authorizing assessment bonds and approving required financing documents Week of Mar 11 Ratings presentation on assessment bonds March 21 Bids on assessment bonds received March Construction bids evaluated March 28 April Assessment Bond closing and bond proceeds received April 3 & 4 Council Action on Contract and Notice of Award of Contract Contractor mobilization and construction of garages and non-parking area begins ENVIRONMENTAL REVIEW An Environmental Impact Report for the parking structures was prepared as part of the PC zoning application and was certified by Council on December 20, 1999, by adoption of Resolution No. 7917. ATTACHMENTS Attachment A:A Resolution of City Council of the City of Palo Alto Authorizing Issuance of Limited Obligation Improvement Bonds. Exhibit A Terms and Conditions Statement Exhibit B Form of Bond Exhibit C Public Sale Documents or Preliminary Official CMR: 145:02 Page 4 of 5 Attachment B:University Avenue Area Off-Street Parking District: Estimated Sources and Uses of Funds for Second Financing Phase PREPARED BY: Senior Financial Analyst Deputy Director DEPARTMENT HEAD APPROVAL:~’~-- - CITY MANAGER APPROVAL" Director, Ad~nistrative Services EM’~ HARRISON Assistant City Manager CMR: 145:02 Page 5 of 5 ATTACHMENT A RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF TH~ CITY OF PALO ALTO AUTHORIZING ISSUANCE OF LIMITED OBLIGATION IMPROVEM~/T~ BONDS University Avenue Area Off-Street Parking Assessment District Adopted March 4, 2002 TABLE OF CONTENTS ARTICLE I DEFINITIONS; GENERAL Section 1.01. DEFINITIONS ................................................2 Section 1.02. UNPAID ASSESSMENTS .........................................9 Section 1.03. EQUAL SECURITY ......’ .......................................9 ARTICLE II THE BONDS Section 2.01. BONDS AUTHORIZED ..........................................10 Section 2.02. TERMS OF BONDS ............................................10 Section 2.03. REDEMPTION ................................................ii Section 2.04. FORM OF BONDS .............................................13 Section 2.05. EXECUTION AND AUTHENTICATION OF BONDS .....................13 Section 2.06. TRANSFER OR EXCHANGE OF BONDS .............................13 Section 2.07. BOND REGISTER .............................................14 Section 2.08. TEMPORARY BONDS ...........................................14 Section 2.09. BONDS MUTILATED, LOST, DESTROYED OR STOLEN ................14 Section 2.10. BOOK-ENTRY ONLY SYSTEM ....................................15 ARTICLE III ISSUANCE OF BONDS Section 3.01.ISSUANCE AND SALE OF BONDS ................................17 Section 3.02.PREPARATION AND DELIVERY OF BONDS .........................17 Section 3.03.OFFICIAL STATEMENT ........................................17 Section 3.04.VALIDITY OF BONDS .........................................18 Section 3.05.PLEDGE OF ASSESSMENTS AND FUNDS ...........................18 Section 3.06.LIMITED OBLIGATIONS .......................................18 Section 3.07.NO ACCELERATION ...........................................18 Section 3.08.REFUNDING OF BONDS ........................................19 Section 3.09.AUTHORITIZATIONS ..........................................19 Section 3.10.CONTINUING DISCLOSURE ....................................19 Section 3.11.NO ADDITIONAL PARITY BONDS ................................19 ARTICLE IV FUNDS AND ACCOUNTS Section 4.01.APPLICATION OF PROCEEDS OF SALE OF BONDS ..................21 Section 4.02.COSTS OF ISSUANCE FUND ....................................21 Section 4.03.REDEMPTION FUND ...........................................21 Section 4.04.RESERVE FUND ..............................................22 Section 4.05.IMPROVEMENT FUND ..........................................24 ARTICLE V COVENANTS Section 5.01.COLLECTION OF ASSESSMENTS .................................25 Section 5.02.FORECLOSURE ...............................................25 Section 5.03.PUNCTUAL PAYMENT; COMPLIANCE WITH DOCUMENTS ...............26 Section 5.04.NO PRIORITY FOR ADDITIONAL OBLIGATIONS ....................26 Section 5.05.FURTHER ASSURANCES ........................................27 Section 5 06.PRIVATE ACTIVITY BOND LIMITATION ..........................27 Section 5 07.FEDERAL GUARANTEE PROHIBITION .............................27 Section 5 08.NO ARBITRAGE ..............................................27 Section 5 09.REBATE REQUIREMENT ........................................27 Section 5 i0.YIELD OF THE BONDS ........................................27 Section 5 ii.AMENDMENT .................................................27 Section 5.12. MAINTENANCE OF TAX-EXEMPTION ..............................27 Section 5.13. CONTINUING DISCLOSURE .....................................28 ARTICLE VI INVESTMENT OF FUNDS Section 6.01. DEPOSIT AND INVESTMENT OF MONEYS IN FUNDS .................29 Section 6.02. ACQUISITION, DISPOSITION AND VALUATION OF INVESTMENTS .....29 Section 6.03. LIABILITY OF CITY .........................................30 Section 6.04. EMPLOYMENT OF AGENTS BY CITY ..............................31 ARTICLE VII MODIFICATION OR AMENDMENT Section 7.01. AMENDMENTS PERMITTED ......................................32 Section 7.02. OWNERS’ MEETINGS ..........................................33 Section 7.03. PROCEDURE FOR AMENDMENT WITH WRITTEN CONSENT OF OWNERS ....33 Section 7.04. DISQUALIFIED BONDS ........................................34 Section 7.05. EFFECT OF SUPPLEMENTAL RESOLUTION ..........................34 Section 7.06. ENDORSEMENT OR REPLACEMENT OF BONDS ISSUED AFTER AMENDMENT .................................................34 Section 7.07. AMENDATORY ENDORSEMENT OF BONDS ...........................34 ARTICLE VIII MISCELLANEOUS Section 8.01. BENEFITS LIMITED ..........................................35 Section 8.02 Section 8.03 Section 8.04 Section 8 05 Section 8 06 Section 8 07 Section 8 08 Section 8 09 Section 8 i0 Section 8 ii Section 8 12 Section 8 13 Section 8 14 Section 8.15 Section 8.16 SUCCESSORS AND ASSIGNS ....................................35 DISCHARGE OF RESOLUTION ...................................35 EXECUTION OF DOCUMENTS AND PROOF OF OWNERSHIP .............36 WAIVER OF PERSONAL LIABILITY ..............................36 NOTICES AND DEMANDS .......................................36 PARTIAL INVALIDITY ........................................36 UNCLAIMED MONEYS ..........................................37 APPLICABLE LAW ............................................37 CONFLICT WITH ACT .........................................37 CONCLUSIVE EVIDENCE OF REGULARITY; VALIDITY ...............37 PAYMENT ON BUSINESS DAY ...................................37 REPEAL OF INCONSISTENT RESOLUTIONS ........................37 AUTHORITY OF FINANCE DIRECTOR .............................37 CERTIFIED COPIES ..........................................38 EFFECTIVE DATE OF THE RESOLUTION ..........................38 EXHIBIT A EXHIBIT B EXHIBIT C TERMS AND CONDITIONS FORM OF BOND PUBLIC SALE DOCUMENTS ii The City Council (the "Council")of the City of Palo Alto (the ~City"), County of Santa Clara (the "County"), State of California, resolves as follows: WHEREAS, on January 22, 2001, this Council adopted its Resolution No. 8034, ~A Resolution of the City Council of the City of Palo Alto of Intention to Make Acquisitions and Improvements," (the "Resolution of Intention") under the Municipal Improvement Act of 1913, Division 12 of the Streets and Highways Code of California, as amended and modified by other applicable laws (collectively, the "Act") to initiate proceedings under the Act in and for the City’s University Avenue Area Off-Street Parking Assessment District (the "Assessment District"); WHEREAS, by the Resolution of Intention, the Council provided that improvement bonds as more particularly described herein would be issued thereunder and reference to the Resolution of Intention is hereby expressly made for further particulars; WHEREAS, this Council has completed its proceedings under the Resolution of Intention for the levy of assessments, has caused all recordings and filings to be completed in accordance with the requirements in and for the Assessment District; WHEREAS, in its proceedings under the Resolution of Intention, this Council, by its Resolution No. 8051 adopted May 14, 2001, (the "2001 Bonds Resolution") provided for the authorization, issuance,sale and delivery of its bonds designated’~Limited Obligation Improvement Bonds, City of Palo Alto, University Avenue Area Off-Street Parking Assessment District, Series 2001-A," dated June 27, 2001, in the aggregate principal amount of $9,135,000 (the ~2001 Bonds") WHEREAS, by the 2001 Bonds Resolution, this Council expressly reserved jurisdiction to issue additional improvement bonds upon the security of upon the balance of the approved assessments not securing the 2001 Bonds; WHEREAS, this Council now intends to provide for the issuance of additional improvement bonds upon the security of the balance of the unpaid assessments, all as hereinafter provided. NOW, THEREFORE BE IT RESOLVED by the Council of the City of Palo Alto as follows: ARTICLE I DEFINITIONS; GENERAL Section 1.01. DEFINITIONS. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Resolution and of any Supplemental Resolution and of the Bonds and of any certificate, opinion, request or other document herein mentioned, have the meanings herein specified. All references in this Resolution to "Articles," ~Sections," and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Resolution; and the words "herein," hereof," ~hereunder" and other words of similar import refer to this Resolution as a whole and not to any particular Article, Section or subdivision hereof. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. ~Act" means the Municipal Improvement Act of 1913, Division 12 of the Streets and Highways Code of California, as amended and modified by other applicable laws ~Agent" means U.S. Bank, N.A., designated in Section 2.01 hereof to perform the duties of authentication, registration, transfer and payment of the Bonds and the Agent’s assigns or any corporation or association which may at any time be substituted in the Agent’s place. "Assessment or Assessments" means the unpaid amounts of the special assessments levied against all taxable real property within the boundaries of the Assessment District pursuant to the Act and the proceedings of the Council under the Resolution of Intention, for the purpose of paying Debt Service on the Bonds under the Bond Law. ~Assessment District" means the City’s University Avenue Area Off-Street Parking Assessment District. ~Auditor" means the auditor/controller or tax collector of the County, or such other official of the County who is responsible for preparing real property tax bills. ~Authorized Officer" means the Mayor, City Manager, Finance Director, Director of Public Works, City Engineer, City Clerk, City Attorney or any other officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake any action referenced in this Resolution as required to be undertaken by an Authorized Officer. "Available Surplus Funds" means any surplus moneys held by the City at the end of each Fiscal Year in excess of the amounts required to pay lawful municipal obligations incurred in that Fiscal Year. - 2 - ~Bond" or ~Bonds" means "Limited Obligation Improvement Bonds, City of Palo Alto, University Avenue Area Off-Street Parking Assessment District, Series 2002-A" issued under this Resolution and the .Act, and at any time Outstanding in substantially the form in Exhibit B attached. "Bond Date" means the dated date of the Bonds specified in Exhibit A attached hereto and made a part hereof. ~Bond Denomination" means the amount of $5,000 or any integral multiple thereof, which is the minimum amount in which the Bonds may be issued, except that one Bond may contain any odd amount. ~Bond Law" means the Improvement Bond Act of 1915, Division i0 of the California Streets and Highways Code. "Bond Purchase- Agreement" means the agreement between the City and the Original Purchaser for the sale and purchase of the Bonds, which agreement may consist of the offer to purchase the Bonds as accepted by the City. "Bond Register" means the books maintained by the A~ent pursuant to Section 2.07 for the registration and transfer of ownership of the Bonds. "Bond Year" means the twelve-month period beginning on September 2 in each year and ending on September 1 in the following year except that (i) the first Bond Year shall begin on the Closing Date and end on the day prior to the next September 2, and (ii) 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 Agent has its Principal Office are authorized or obligated by law or executive order to be closed. ~Capitalized Interest Account" means the account of that name within the Redemption Fund. "City" means the City of Palo Alto a municipal corporation and chartered city of the State of C@lifornia duly organized and validly existing under and by virtue of the C6nstitution and the laws of the State of California. ~City Attorney" means the duly appointed or retained attorney or firm of attorneys to the City for purposes of rendering advice in the conduct of its general municipal affairs. "City Manager" means the City Manager or the Assistant City Manager of the City. "Clerk" means the City Clerk of the City or Deputy City Clerk or designee thereof. ~Closing Date" means the date upon which there is an exchange of any of the Bonds for the proceeds representing the purchase price of such Bonds by the Original Purchaser thereof. - 3 - "Continuing Disclosure Certificate" means certificate prow[ded under Section 5.13 hereof. any such "Costs of Issuance" means all expenses incurred in connection with the authorization, issuance, sale and delivery of the Bonds, including but not limited to: compensation, fees and expenses of the City and the Agent and their respective counsel; compensation to any financial advisors, consultants, engineers, accountants, appraisers, and underwriters (other than those taken as discount on the Closing Date; legal fees and expenses; filing and recording costs; costs of preparation and reproduction of notice of the Official Statement, public sale documents and other related bond issuance cost; rating agency costs; initial costs of compliance with the Tax Code relating to any rebate to the United States and continuing disclosures and the costs of printing, mailing and publication of notices with respect to the Project. ~Costs of Issuance Fund" means the fund designated "City of Palo Alto, Limited Obligation Improvement Bonds, University Avenue Area Off-Street Parking Assessment District Series 2002-A, Costs of Issuance Fund established 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. ~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 and the Sinking Fund Payments due in such Bond Year. "Depository or Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax -(516) 227-4171 or 4190; Philadelphia Depository Trust Company,Reorganization Division,1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Fax (215) 496-5058; 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 Agent "DTC" means the Depository Trust Company, New York, New York and its successors and assigns. "Fair Market Value" means 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 acquisition 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 nnder the Tax - 4 - 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 the investment. "Federal Securities" means 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. "Finance Director" means the Director of Administrative Services or chief financial officer of the City or designee thereof, including any deputy thereof or assistant thereto. "Fiscal Year" means the period commencing on July 1 of each year and ending on the next succeeding June 30. "Improvement Fund" means the fund designated ~City of Palo Alto, Limited Obligation Improvement Bonds, University Avenue Area Off-Street Parking Assessment District, Series 2002-A Improvement Fund~ established under Section 4.05 hereof. ~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, 65 Broadway, 16th Floor, New York, New York 10006; Mergent/FIS,5250 77 Center Drive, Suite 150, Charlotte, North Carolina, 28217, Attn:. Called Bond Dept.; 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 other services providing information with respect to called bonds as the City may designate in an Officer’s Certificate delivered to the Agent. ~Interest Payment Date" means each date upon which interest on the Bonds is payable semiannually on each March 2 and September 2 until maturity and b~ginning on March 2, 2003. - 5 - "Officer’s Certificate~ means a written certificate or similar document executed by an Authorized Officer on behalf of the City. ~Official Statement" means, collectively, the preliminary and final versions Official Statement prepared in connection with the issuance and sale of the Bonds. ~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 all Bonds theretofore executed, issued and delivered~ by the City and authenticated by the Agent under this Resolution except: (a) Bonds theretofore canceled by surrendered to the Agent for cancellation; the Agent or (b) Bonds paid or deemed to have been paid within the meaning of Section 2.03; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been executed, issued and delivered by the City pursuant t~ . this Resolution or any Supplemental Resolution. "Owner" or ~Registered Owner," when used with respect to any Outstanding Bond, means the person in whose name the ownership of such Bond is registered on the Bond Register. ~Partici~ting Underwriter" means an underwriter or purchaser of the Bonds under the Continuing Disclosure Certificate. "Parity Bonds" means bonds issued on a parity with the Bonds under Section 3.12 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 i, 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; (c) shares in a California common law trust established pursuant to Title i, 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 Asset Management Program (CAMP); - 6 - (d) the Local 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 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 (including the Agent), 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) ~ommercial 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; (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; - 7 - (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 of that name within the Redemption Fund. ~Principal Amount" means the maximum amount of the Bonds as forth in Exhibit A. aggregate principal ~Principal Office" means the office of the Agent in San Francisco, California, or such other office as may be designated by the Agent in writing to the City, or such other office of the Agent designated by the Agent for payment, transfer or exchange of the Bonds. ~Project" means, collectively, the acquisitions and improvements described in the Resolution of Intention and funded with all or a portion of the proceeds of the Bonds. "Record Date" means, with respect to the Bonds, the fifteenth (15th) day of the calendar month immediately preceding an Interest Payment Date, whether or not a Business Day. ~Redemption Fund" means the fund designated "City of Palo Alto, Limited Obligation Improvement Bonds, University Avenue Area Off-Street Parking Assessment District , Series 2002-A, Redemption Fund" established under Section 4.03 hereof. ~Redemption Premium" means the percentage of the principal amount of the Bonds payable upon redemption of the Bonds, as set forth in Exhibit A hereto. ~Reserve Fund" means the fund designated ~City of Palo Alto, Limited Obligation Refunding Improvement Bonds, University Avenue Area Off-Street Parking Assessment District , Series 2002-A, Reserve Fund" established under Section 4.04 hereof. "Reserve Requirement" means as of any date of calculation, an amount not to exceed the least of (a) Maximum Annual Debt Service on the Outstanding Bonds, (b) ten percent (10%) of the total of the proceeds of the Bonds deposited under Section 4.01 hereof, or (c) 125% of average annual Debt Service. ~Resolution" or ~Resolution of Issuance" means this Resolution, as originally adopted or as it may from time to time be supplemented, modified or amended by any Supplemental Resolution pursuant to the provisions hereof. "Resolution of Intention" means 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. "Sinking Fund Payments" means amounts specified in Section 2.03 hereof to be paid by the City with respect to any Term Bonds, as they may be adjusted pursuant to that Section. - 8 - "State" means the State of California. "Supplemental Resolution" means any resolution, agreement, resolution or other instrument hereafter duly adopted or executed by the City in accordance with the provisions of this Resolution. ~Tax Code" means the Internal Revenue 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 proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Tax Code. "Tez~ Bonds" means those Bonds identified as Term Bonds in Exhibit A. ~Treasurer" means the official who is the elected City treasurer, or the deputy or designee thereof, or which official may be the Finance Director. "2001 Bonds" means Limited Obligation Improvement Bonds, City of Palo Alto, University Avenue Area Off-Street Parking Assessment District, Series 2001-A" dated June 27, 2001 issued under the 2001 Bonds Resolution in the aggregate principal amount of $9,135,000. "2001 Bonds Resolution" means Resolution No. 8051 adopted by the Council on May 14, 2001 by which the 2001 Bonds were issued. Section 1.02. UNPAID ASSESSMENTS. The Assessments are as shown on the list of unpaid Assessments on file with the Finance Director which list is hereby approved and which is incorporated herein by this reference and made a part hereof. For a particular description of the lotsor parcels of land bearing the respective assessment numbers set forth in the list, reference is hereby made to the assessment and to the diagram, and any amendments thereto, recorded in the office of the officer of the City who is the Superintendent of Streets of the City after confirmation thereof by the Council. No bonds shall be issued upon the authority of any unpaid assessment less than $5,000. Section 1.03. EQUAL SECURITY. In consideration of the acceptance of the Bonds by the Owners thereof, this Resolution shall be deemed to be and shall constitute a contract between the City and the Owners from time to time of the Bonds; and the covenants and agreements herein set forth to be performed on behalf of the City shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference,. priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. - 9 - ARTICLE II THE BONDS Section 2.01. BONDS AUTHORIZED. The City determines that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Bonds have existed, happened and been performed in due time, form and manner as required by law, and the Council is now authorized pursuant to each and every requirement of law to issue the Bonds in the manner and form as provided in this Resolution. The Bonds in the Principal Amount are hereby authorized and will be issued as serial and/or term bonds as set forth in Exhibit A hereto. The Agent, at the Principal Office, is hereby designated as the Agent to perform the actions and duties required under this Resolution for the authentication, transfer, registration, and payment of the Bonds. Section 2.02. TERMS OF BONDS. (A) Denominations. The Bonds shall be issued as fully registered Bonds without c~upons in the Bond Denomination or any integral multiple thereof, except that the first maturity may contain any odd amount. Bonds shall be lettered and numbered in a customary manner as determined by the Agent. (B) Date of Bonds. The Bonds shall be dated the Bond 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. Failure of the City or the 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) Series and Maturities. The Bonds shall consist of the series and mature and become payable on September 2 of each year and shall bear interest at the rates per annum all as set forth in Exhibit A hereto and hereby made a part hereof. (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 it is authenticated and registered (i) prior to an Interest Payment Date and after the close of business of the Record Date, in which event it shall bear interest from such Interest Payment Date, or (ii) prior to the close of business on the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the Dated Date. (F) Method of Payment. Both the principal of and interest and premium (if any) on the Bonds shall be payable in lawful money i0 - of the United States of America. Interest on the Bonds (including the final interest payment upon maturity or earlier redemption) is payable by check of the Agent mailed by first class mail to the registered Owner thereof at such registered Owner’s address as it appears on the registration books maintained by the 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 $I,000,000 or more in aggregate principal amount of Bonds delivered to the 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 Agent. All Bonds paid by the Agent pursuant this Section shall be canceled by the Agent. The 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) Bond Law Redemption. Each Outstanding Bond, or any portion of the principal thereof, in the principal amount of $5,000 or any integral multiple thereof, may be redeemed and paid in advance of maturity on any Interest Payment Date in any year by giving at least 30 days written notice to the Owner thereof by registered or certified mail or by personal service and by paying the principal amount thereof together with the Redemption Premium thereon plus interest to the date of redemption, unless sooner surrendered, in which event said interest will be paid to the date of payment, all in the manner and as provided in the Bond Law. The provisions of Part Ii.i of the Bond Law are applicable to the advance payment of Assessments and to the calling of the Bonds. The Agent shall select Bonds for redemption in such a way that the ratio of Outstanding Bonds to issued Bohds 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 Agent shall select Bonds for retirement by lot. (ii) Mandatory Sinking Fund Redemption. The Term Bonds shall also be subject to mandatory redemption in part by lot, from Sinking Fund Payments made by the City from the Bond Fund , at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts , all as set forth in the table in Exhibit A; provided, however-, if some but not all of the Term Bonds of a given maturity have been redeemed pursuant to subsection (A) (i) above the total amount of all future Sinking Fund Payments relating to such maturity shall be reduced by the aggregate principal amount of Term Bonds of such maturity 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 Fiscal Agent, notice of which determination shall be given by the Fiscal Agent to the City. ii - (B) Notice to Agent. In the event it is transmitting moneys for deposit in the Prepayment Account of the Redemption Fund, the City shall give the Agent written notice of the aggregate amount of Bonds expected to be redeemed pursuant to subsection (A) not less than forty five (45) days prior to the applicable redemption date. (C) Redemption Procedure by Agent. The Agent shall 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 Agent at least 30 days before the applicable Interest Payment Date. The 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. 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 (if applicable) 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 amount thereof to be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the 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 the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. Upon surrender of Bonds redeemed in part only, the City shall execute and the 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. (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 Resolution 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 - 12 nQtice.The Agent shall cancel all Bonds redeemed by the Agent pursuant .to this Section 2.03 and at the request of the City destroy such bonds and issue a certificate of destruction to the City. Section 2.04. FORM OF BONDS. The Bonds, the form of Agent’s certificate of authentication, and the form of assignment to appear thereon, shall be substantially in the respective form set forth in Exhibit B attached hereto and by this reference incorporated herein, with necessary or appropriate variations, as permitted or required. Section 2.05. EXECUTION AND AUTHENTICATION OF BONDS. Th~ Bonds shall be executed in the name and on behalf of the City with the manual or facsimile signatures of the Treasurer and attested by the manual or facsimile signature of the Clerk. The Bonds shall then be delivered to the Agent for authentication. In case any officer who shall have signed any of the Bonds shall cease to be such officer before the Bonds so signed shall have been authenticated or delivered by the.Agent or issued by the City, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery- and issue, shall be as binding upon the City as though the individual who signed the same had continued to be such officer of the City. Also, any Bond may be signed on behalf of the City by any individual who on the actual date of the execution of such Bond shall be the proper officer although on the nominal date of such Bond such individual shall not have been such officer. Only such of the Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit C, manually executed by the Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Agent shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered hereunder and are entitled to "the benefits of this Resolution. The Agent’s certificate of authentication on any Bonds shall be deemed to be executed by it if signed by the Agent or by an authorized officer or signatory of the Agent, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Bonds issued hereunder. Section 2.06. TRANSFER OR EXCHANGE OF BONDS. Any Bond may, in accordance with its terms, be transferred upon the Bond Register by the registered Owner, in person or by such Owner’s duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Agent, duly executed. Whenever any Bond shall be surrendered for transfer, the Agent shall thereupon authenticate and deliver to the transferee a new Bond or Bonds of like tenor, maturity and aggregate principal amount. Bonds may be exchanged at the Principal Office of the Agent, for Bonds of the same tenor and maturity and of other authorized denominations. No Bonds the notice of redemption of which has been given under Section 2.03 shall be subject to transfer or exchange pursuant to this Section. Neither the City nor the Agent shall be required to make such exchange or registration or transfer of Bonds on or 13 - after the Record Date or after a Bond has been selected for redemption. For any transfer or exchange under this Section, the City and the Agent may require the payment of a reasonable fee to cover the costs and expenses of the City and the Agent. Section 2.07. BOND REGISTER. The Agent will keep or cause to be kept at its Principal Office a sufficient Bond Register for the registration and transfer of the Bonds, which shall at all times during regular business hours be open to inspection by the City; and, upon presentation for such purpose, the Agent shall, under such reasonable regulations as it may prescribe,register or transfer or cause to be registered or transferred,on the Bond Register, Bonds as provided in this Resolution. Section 2.08. TEMPORARY BONDS. The Bonds may be issued initially in temporary form exchangeable for definitive Bonds when ready for deliverY. The temporary Bonds may be printed, photocopied, lithographed or typewritten, shall be of such denominations as may be determined by the Council and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed by the officers designated and in the manner provided in Section 2.05 hereof and be registered and authenticated by the 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 may be surrendered, for cancellation, in exchange therefor at the Principal Office of the Agent, and the 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 this Resolution as definitive Bonds authenticated and delivered hereunder. Section 2.09. BONDS MUTILATED, LOST,DESTROYED OR STOLEN. If any Bond shall become mutilated, the Agent shall thereupon authenticate and deliver, a new (Bond of like maturity and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Agent shall be canceled by it and delivered to, or upon the order of, the City. If any Bond issued hereunder shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the City and the Agent and, if such evidence be satisfactory to them and indemnity satisfactory to them shall be given, the Agent shall thereupon authenticate and deliver, a new Bond of like maturity and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Bond the Agent may pay the same without surrender thereof upon receipt of indemnity satisfactory to the Agent). The City and the Agent may require payment of a reasonable fee for each new Bond issued under this Section and of the expenses which may be incurred by the City and the Agent. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stol~n shall constitute an original contractual obligation on the part of the 14 - City whether or not the Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Resolution with all other Bonds secured by this Resolution and any Supplemental Resolution. 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 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 Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Resolution 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 it-he City nor the Agent shall have any responsibility or obligation to any broker- dealer, bank, or othercfinancial 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 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 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 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 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. 15 - 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 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 shall 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 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 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 Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names the Owners shall designate at that time, in accordance with Section 2.06. To the extent that the Bond Owners are designated as the transferee by the Owners, in accordance with Section 2.06, the Bonds will be delivered to such Beneficial Owners. - 16 ARTICLE III ISSUANCE OF BONDS Section 3.01. ISSUANCE AND SALE OF BONDS. After the adoption of this Resolution, the Bonds shall be sold as follows: (A) Sale. The Bonds shall be offered for sale pursuant to the terms contained in the Official Notices 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 Official Notice of Sale. (B) Notice.The Authorized Officer is hereby authorized and directed to cause notice -of sale of the Bonds by publication of a notice substantially in the form contained in Exhibit C hereto: (i) in The Palo Alto Weekly, a newspaper ofgeneral 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, the Finance Director (or any other 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 shall provide: (i) a Principal Amount of not to exceed $35,460,000; (ii) a true interest cost of not to exceed eight percent (8%) per annum and the price paid for the Bonds shall not be less than 97% par value thereof, or to reject all bids. If such true interest cost and price are acceptable, the Finance Director is hereby authorized and directed to complete and execute Certificate of Award, substantially in the form contained in Exhibit C hereto and to provide completed and executed copies thereof to the successful bidder, the Clerk and the City. Section 3.02. PREPARATION AND DELIVERY OF BONDS. The Finance Director is hereby directed to cause the Bonds to be prepared, executed, registered and to be delivered to the Original Purchaser upon the City’s receipt of the purchase price therefor and upon the Original Purchaser’s performance of the conditiohs imposed by the City. The Agent is hereby authorized to deliver the Bonds to the Original Purchaser, upon receipt of a written request of the City indicating compliance with the terms of the sale of the Bonds to the satisfaction of the City. Section 3.03. OFFICIAL STATEMENT. The Council hereby approves the Official Statement describing the financing for the Bonds, in substantially the preliminary form on file with the City Clerk 17 - together with any changes therein or additions thereto deemed advisable by the Authorized Officer. The Council approves and authorizes the distribution of the Official Statement in its preliminary form to prospective purchasers of the Bonds,and authorizes and directs the Authorized Officer on behalf of the City to deem ~final," pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the "Rule"),the Official Statement prior to its distribution to prospective purchasers of the Bonds (the Official Statement,as so deemed final, being referred to as the "Preliminary Official Statement"). The execution of the final Official Statement, which shall include such changes and additions to the Preliminary Official Statement as may be permitted by the Rule and deemed advisable by the Authorized Officer and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule (the "Official Statement"), shall be conclusive evidence of the approval of the Official Statement by the City. Section 3.04. 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 3.05. PLEDGE OF ASSESSMENTS AND FUNDS. The Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of the Assessments and all moneys deposited in the Redemption Fund (and the Capitalized Interest Account and the Prepayment Account therein) and the Reserve Fund. The Assessments and all moneys deposited into said funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal of (including any Sinking Fund Payments), 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 under Section 8.03 hereof. Section 3.06. LIMITED OBLIGATIONS. All obligations of the City under this Resolution and the Bonds shall not be general obligations of the City, but shall be limited obligations,payable solely from the Assessments 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 the Bond Law and are payable solely from and secured solely by the Assessments and as provided in Section 3.05 herein. Notwithstanding any other provision of this Resolution, the ’City 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 3.07. NO ACCELERATION. The principal of the Bonds shall not be subject to acceleration hereunder. Nothing in this Section 3.07 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 Resolution under Section 8.03 hereof. 18 - Section 3.08. REFUNDING OF BONDS. The Bonds may be refunded by the City pursuant to Divisions ii or 11.5 of the California Streets and Highways Code upon the conditions as set forth in appropriate proceedings therefor. This Section shall not apply to or in any manner limit advancement of the maturity of any of the Bonds as provided in Parts 8, 9, ii, or ii.I of the Bond Law, nor shall this Section 3.08 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 Assessments. Section 3.09. AUTHORITIZATIONS. All actions heretofore taken by the Authorized Officers and other officers and agents of the City with respect to the establishment of the Assessment District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified. The Authorized 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 and any certificate, agreement, contract, and other document described in the documents herein approved. The Authorized Officers are further authorized and directed to complete Exhibit A hereto and make such changes, amendments and corrections to this resolution as may be required to provide for the timely issuance, sale and delivery of the Bonds and to certify to such actions, as required. The foregoing authorization is expressly conditioned upon the satisfaction of the conditions set forth in Section 3.02 (C)hereof.The Clerk is authorized to complete and to approve changes in any provisions of this Resolution and Exhibit A hereto in order to accomplish the delivery of any of the Bonds on schedule; such changes may be accomplished by attachment of a certificate, executed by the Clerk, to this Resolution on file in the office of the Clerk. Section 3.10. CONTINUING DISCLOSURE. The Council hereby approves the forms of the City’s Continuing Disclosure Certificate and the Owner’s Continuing Disclosure Certificate with respect to the Bonds in substantially the forms thereof attached to the Preliminary Official Statement. The Authorized Officer is hereby authorized and directed to complete and execute the Certificate on behalf of the City with such chang@s, additions, deletions as may be approved by the Authorized Officer in consultation with the City’s bond counsel. Section 3.11. NO ADDITIONAL PARITY BONDS.The Bonds are issued on a parity basis with the 2001 Bonds.In issuing the Bonds, the City determines that each and every one of the conditions precedent specified in Section 3.12 of the 2001 Bonds Resolution as to the issuance of parity bonds have been met and that the Finance Director is authorized and directed to provide an 19 - Officer’s Certificate to that effect. For purposes of issuing the Bonds as ~Parity Bonds" under the 2001 Bonds Resolution, this Resolution shall be deemed a ~Supplemental Resolution" within the meaning of the 2001 Bonds Resolution. No additional bonds shall be issued for the Assessment District on a parity with the Series 2001 Bonds and the Bonds. Nothing herein shall preclude the issuance of refunding bonds for the Bonds or the Series 2001 Bonds or both. 20 - ARTICLE IV FUNDS AND ACCOUNTS Section 4.01. APPLICATION OF PROCEEDS OF SALE OF BONDS. Upon receipt of the proceeds of sale of the Bonds on the Closing Date, the proceeds thereof shall be forthwith set aside, paid over and deposited by the Finance Director, as set forth in appropriate Officer’s Certificate(s), Article IV hereof and Exhibit A hereto. Section 4.02. COSTS OF ISSUANCE FUND. (A) Establishment of Costs of Issuance Fund. The Costs of Issuance Fund shall be established, held and receive deposits, all as provided in Exhibit A. The moneys in the Costs of Issuance Fund shall be held by the Finance Director for the benefit of the City and shall be disbursed as provided in subsection (B) of this Section 4.02 for the payment or reimbursement of the Costs of Issuance. (B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time to time to pay Costs of Issuance as set forth in a requisition therefor containing respective amounts to be paid to the designated payees and delivered to the Finance Director concurrently with the delivery of the Bonds. The Finance Director shall pay all Costs of Issuance upon receipt of an invoice from any such payee which requests payment in an amount which is less than or equal to the amount set forth with respect to such payee in such requisition, or upon receipt of an Officer’s Certificate requesting payment of a Cost of Issuance not listed on the initial requisition delivered to the Finance Director on the Closing Date. (C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited under Section 6.01 hereof. Pending its closing under Subsection (B) above, Interest earnings and profits resulting from such investment shall be retained by the Finance Director in the Costs of Issuance Fund to be used for the purposes of such fund, pending the closing of such fund. (D) Closing of Fund. The Finance Director shall maintain the Costs of Issuance Fund for a period of 90 days from the Closing Date or until 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, the Improvement Fund and the Costs of Issuance Fund shall be closed. Section 4.03. REDEMPTION FUND. (A) Establishment of Redemption Fund and Account. 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 4.01 and any other amounts required to be deposited therein by this Resolution or the Bond Law. Moneys in the Redemption Fund shall be held by the Finance Director for the benefit of the City and the Bond Owners, shall be disbursed for the payment of the principal of, and interest and 21 - any premium on, the Bonds as provided below. Within the Redemption Fund, the Finance Director shall establish and administer accounts as follows: (i) The Capitalized Interest Account, into which a deposit shall be made under Section 4.01 and from which, disbursements shall be made to pay all or a portion of the interest on the Bonds which is due on the Interest Payment Date(s) set forth in Exhibit A. Upon the final payment of interest as herein provided, ~any moneys remaining in the Capitalized Interest Account shall be transferred to the Redemption Fund to pay Debt Service and the Capitalized Interest Account shall be closed; and (ii) The Prepayment Account, into which shall be placed any amounts representing the full or partial prepayments of Assessments that occur after the issuance of the Bonds. The Prepayment Account shall be administered in accordance with section 8767 of the Bond Law and shall remain open so long as the Redemption Fund remains open. (B) Disbursements. On or before each Interest Payment Dite, the Finance Director shall withdraw from the accounts in the Redemption Fund and forward to the Agent for payment to the Owners of the Bonds, amounts sufficient to pay the principal of, and interest and any premium, then due and payable on the Bonds. Five (5) 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 shall cause appropriate withdrawals to be made from the Reserve Fund, to the extent of any funds therein, 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. (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 and the accounts therein. (D) Closing of Fund. The Redemption Fund (and the Prepayment Account therein) shall be closed when all of the principal of and interest on the Bonds has been paid. Section 4.04. RESERVE FUND. 22 - (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 Assessments. Whenever, after the issuance of the Bonds, an Assessment is pre-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 Assessments 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 and as evidenced by an appropriate Officer’s Certificate,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. (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 Assessments shall be discontinued and the Reserve Fund liquidated by the Finance Director in retirement of the Outstanding Bonds, as directed by. an Officer’s Certificate. In the event that the balance in the Reserve Fund at the time of liquidation exceeds the amount required t6 retire all of the Outstanding Bonds, the excess 23 - 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. IMPROVEMENT FD-ND. (A) Establishment of Improvement Fund. The Improvement 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 4.01. Moneys in the 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. (B) Disbursement. Disbursements from the 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 fo~ 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 Improvement Fund shall be invested and deposited under Section 6.01 hereof.Interest earnings and profits from such investment and deposit shall be retained in the Improvement Fund to be used for the purposes of such fund. (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 Improvement Fund, the Finance Director shall transfer the amount, if any, remaining in the Improvement Fund as directed in the Officer’s Certificate which directions shall be pursuant to the Resolution of Intention and to the applicable provisions of the Act and the Improvement Fund shall be closed. 24 - ARTICLE V COVENANTS Section 5.01. COLLECTION OF ASSESSMENTS. The City shall comply with all requirements of the Act, the Bond Law and this Resolution to assure the timely collection of the Assessments, including, without limitation, the enforcement of delinquent Assessments. To that end, the following shall apply: (A) Tax Roll Collection. The Assessments as set forth on the list thereof on file with the Finance Director together with the interest thereto, shall be payable in annual series corresponding in number and proportionate amount to the number of installments and principal amounts of the Bonds maturing or becoming subject to mandatory prior redemption under Section 2.03 hereof. An annual proportion of each Assessment shall be payable in each Fiscal Year preceding the date of maturity or mandatory prior redemption date of each of the Bonds issued sufficient to pay the Bonds when due and such proportion of each Assessment 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 Assessments and of the interest and penalties thereon shall be placed in the Redemption Fund. (B) Auditor Record. The Finance Director shall, before the final date on which the Auditor will accept the transmission of the Assessments 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 Assessments on the next secured tax roll. The Finance Director is hereby authorized to employ consultants to assist in computing and collecting the installments of the Assessments hereunderincluding additional amounts provided in the subsection (C) o~ this Section 5.01. (C) Administrative Costs. 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 assessment 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 said 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 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 - 25 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 notify the City Attorney of any such delinquency of which the Finance Director is aware, and the City Attorney shall commence, or cause to be commenced, such foreclosure proceedings, Under this Section, ~commence" means and includes any actions preparatory to filing of any complaint. The City Attorney is hereby authorized to employ counsel to conduct any such foreclosure proceedings. The foreclosure proceedings shall be commenced within 60 days of any of the following determinations which shall be made by the Finance Director not later than October 1 of each Fiscal Year: (A) That there is a delinquency of Assessment of $5,000 or more for a prior Fiscal Year or Years for any single parcel of land in the Assessment District, foreclosure shall be commenced against all parcels of land so delinquent. (B) That the total amount of delinquent Assessments for the prior Fiscal Year for the entire Assessment District, less the total delinquencies under subsection (A) above, exceeds three percent (3%) of the total Assessments due and payable in the prior Fiscal Year, foreclosure shall be commenced against each parcel of land in the Assessment District with a delinquency of $2,500 or more for the prior Fiscal Year or Years. (C) That the total amount of delinquent Assessment for the prior Fiscal Year for the entire Assessment District, less the total delinquencies under subsections (A) and (B) above, exceeds five percent (5%) of the total Assessments due and payable for the prior Fiscal Year, foreclosure shall be commenced against each parcel of land within the Assessment District with any amount of delinquency for the prior Fiscal Year or Years. Provided, however, that nothing herein shall prevent the Finance Director or the City Attorney from causing the commencement of foreclosure proceedings before the occurrence of any of the foregoing. 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 Resolution, and will faithfully observe and perform all of the conditions, covenants and requirements of this Resolution and all Supplemental Resolutions. 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 Assessments. Nothing in this Resolution shall prohibit the City from issuing bonds or other obligations on a parity with or subordinate to the Bonds and secured by and payable from the Assessments upon such terms 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 Resolution, and for the better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Resolution. 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 guaranteed" 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 Finance Director 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(f) 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. Earnings on any reserve fund established under this Resolution shall be used for rebate purposes before any application thereof as credits to the Redemption Fund under Section 4.04(E). 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 may amend this Resolution to add, modify or delete provisions if 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. 27 - Section 5.13. CONTINUING DISCLOSURE. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of any continuing disclosure relating to the Bonds and applicable to the City under the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with any continuing disclosure requirement shall not be considered an event of defaultwith respect to the Bonds. 28 - ARTICLE VI INVESTMENT OF FUNDS 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 Resolution and held by the Finance Director shall be invested by the Finance Director in Permitted Investments. The following shall apply to such investments: (A) investments. The Finance Director shall invest any such moneys in Permitted Investments described (f) in the definition of Permitted Investments, which funds, by their terms mature prior to the date on which such moneys are required to be paid out hereunder. 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 Resolution for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts. (B) Principal or Agent. 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. (C) Commingling. Subject in all respects to the provisions of Section 5.09, investments in any and all funds and accounts may at the discretion of the Finance Director be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Finance Director hereunder, provided that the Finance Director shall at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in this Resolution. (D) Sales. The Finance Director shall sell at the highest price reasonably obtainable, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment,transfer, withdrawal or disbursement from the fund or account to which such investment security is credited and the Finance Director shall not be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance herewith. (E) Finance Director. For any funds held by the Finance Director, the foregoing provisions of this Section 6.01 shall also apply, except that an Officer’s Certificate shall not be required. For such funds the Finance Director shall keep records or accounts of all expenditures or disbursements therefrom which records shall be available for inspection during business hours on any Business Day upon prior written request. Section 6.02. ACQUISITION, DISPOSITION AND VALUATION OF INVESTMENTS. The following shall apply to investments of funds and accounts under this Resolution: 29 - (A) Fair Market Value. Except as otherwise provided in subsection (B) of this Section, the City covenants that all investments of amounts deposited in any fund or account under this Resolution, or otherwise containing gross proceeds of the Bonds (under section 148 of the Tax Code) shall be acquired, disposed of and valued (as of the date that valuation is required by this Resolution or the Tax Code) at Fair Market Value. (B) Reserve Fund. Investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Tax Code, and (unless valuation is undertaken at least annually) investments in any reserve fund, shall be valued at their present value (within the meaning of section 148 of the Tax Code). Section 6.03. LIABILITY OF CITY. The City shall not incur any responsibility in respect of the Bonds or this Resolution 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 Agent herein or of any of the documents executed by the Agent in connection with the Bonds, or as to the existence of a default thereunder. Under this Resolution, the following shall apply to the City: (A) Reliance. In the absence of bad faith, the City, including the Finance Director, 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 Resolution. The City, including the Finance Director, shall not be liable for any error of judgment made in good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts; (B) Expenditures. No provision of this Resolution 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 delinquent Assessments and the payment of fees and costs of the 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) Counsel. 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; 30 - (D) Owners. 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 his title thereto satisfactorily .established, if disputed; and (E) Certificate. Whenever in the administration of its duties under this Resolution 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 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 Resolution or any Supplemental Resolution 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. 31 - ARTICLE VII MODIFICATION OR AMENDMENT Section 7.01. AMENDMENTS PERMITTED. (A) Consent of Owners. This Resolution 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 Resolution 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 7.04. ,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 Assessments 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, this Resolution, the laws of the State of California), or (iii)reduce the percentage of Bonds required for the amendment hereof, or to amend this Section 7.01. Any such amendment may not modify any of the rights or obligations of the Agent without its written consent. (B) Without Consent of Owners. This Resolution and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Resolution, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes: (i) Additions. To add to the covenants and agreements of the City in this Resolution 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; (ii) Affecting Bonds. To make modifications not adversely affecting any outstanding series of Bonds of the City in any material respect; (ill)Corrections. To make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Resolution, or in regard to questions arising under this Resolution, as the City may deem necessary or desirable and not inconsistent with this Resolution, and which shall not adversely affect the rights of the Owners of the Bonds; or (iv) Tax Exemption. 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 32 - Section 7.02.OWNERS’ MEETINGS. The City may at any time call a meeting of the Owners and fix the time and place of such meeting to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of such meeting. Section 7.03. PROCEDURE FOR AMENDMENT WITH WRITTEN CONSENT OF OWNERS. The City may at any time adopt a Supplemental Resolution amending the provisions of the Bonds or of this Resolution or any Supplemental Resolution, to the extent that such amendment is permitted by Section 7.01 hereof, to take effect when and as provided in this Section 7.03. With respect to such Supplemental Resolution under this Section 7.03, the following shall apply: (A) Request. The Finance Director shall mail a copy of such Supplemental Resolution, together with a request to Owners for their consent thereto, by first class mail, to each Owner of Bonds Outstanding, but failure to mail copies of such Supplemental Resolution and request shall not affect the validity of the Supplemental Resolution when assented to as provided in this Section. (B) Consents. Such Supplemental Resolution shall not become effective unless there shall be filed with the 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 7.04) 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 8.04. 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 Agent prior to the date when the notice hereinafter in this Section provided’ for has been mailed. (C) Notice. After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Resolution, the City shall mail a notice to the Owners in the manner above provided in this Section for the mailing of the Supplemental Resolution, stating in substance that the Supplemental Resolution 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 such notice shall not affect the validity of the Supplemental Resolution or consents thereto). Proof of the mailing of such notice shall be filed with the Agent. A record, consisting of the papers required by this Section 7.03 to be filed with the Agent, shall be proof of the matters therein stated until the contrary is proved.The Supplemental Resolution shall become effective upon the filing with the Agent of the proof of matters therein of such notice, and the Supplemental Resolution 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 - 33 Setting aside such consent in a legal action or proceeding for such purpose commenced within such period. equitable sixty-day Section 7.04. 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 VII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VII. Section 7.05. EFFECT OF SUPPLEMENTAL RESOLUTION.From and after the time any Supplemental Resolution becomes effective pursuant to this Article VII, this Resolution shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Resolution 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 Resolution shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes. Section 7.06. ENDORSEMENT OR REPLACEMENT OF BONDS ISSUED AFTER AMENDMENT. The C~ty may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VII 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 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 Agent without cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds. Section 7.07. AMENDATORY ENDORSEMENT OF BONDS. The provisions of this Article VII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by such Owner, provided that due notation thereof is made on such Bonds. 34 - ARTICLE VIII MISCELLANEOUS Section 8.01. BENEFITS LIMITED. Nothing in this Resolution, expressed or implied, is intended to give to any person other than the City, the Agent and the Owners, any right, remedy or claim under or by reason of this Resolution. Any covenants, stipulations, promises or agreements in this Resolution contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Agent. Section 8.02. SUCCESSORS AND ASSIGNS. Whenever in this Resolution or any Supplemental Resolution either the City or the 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 Resolution contained by or on behalf of the City shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 8.03. DISCHARGE OF RESOLUTION. (A) Methods. Subject to the provisions of Section 2.03 hereof, if the City may pay and discharge the entire indebtedness on all Bonds Outstanding in any one or more of the following ways: (i)Payment. By 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; (ii) Cash. by depositing with the Agent, in trust, at or before maturity, money which, together with the amounts then on deposit in the Redemption Fund is fully sufficient to pay all Bonds Outstanding, including all principal, interest and any applicable redemption premiums, or; (iii)Federal Securities. by irrevocably depositing with the 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 and moneys then on deposit in the Redemption Fund be fully sufficient to pay and discharge the indebtedness on all Bonds, including all principal, interest and any applicable redemption premiums, at or before their respective maturity dates; (B) Effect. If such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Resolution provided or provision satisfactory to the 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 surrendered for payment, the pledge of the Assessments and other funds provided for in this Resolution and all other obligations of the City under this Resolution 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 35 - Owners of the Bonds not so surrendered and paid all sums due thereon, the obligation of the City to assure that no action is taken or failed to be ~taken if such action or failure adversely affects the exclusion of interest on the Bonds from gross income for federal income tax purposes, and all amounts owing to the Agent; and thereafter Assessments shall not be payable to the Agent. Notice. of such election shall be filed with the Agent.Any funds thereafter held by the Agent upon payments of all fees and expenses of the 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 and the Bond Law. Section 8.04. EXECUTION OF DOCUMENTS AND PROOF OF OWNERSHIP. Any request, declaration or other instrument which this Resolution 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 his 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 Agent in good faith and in accordance therewith. Section 8.05. 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 8.06. NOTICES AND DEMANDS. Any notice or demand which by any provision of this Resolution is required or permitted to be given or served by the 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 Agent) as follows: CITY OF PALO ALTO 250 Hamilton Avenue Palo Alto, CA 94953 Attn: Administrative Services Director Section 8.07. PARTIAL INVALIDITY. If any Section, paragraph, sentence, clause or phrase of this Resolution shall for any reason be held illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Resolution. The City hereby declares that it would have adopted this Resolution 36 - and each and every other Section, 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 Resolution may be held illegal, invalid or unenforceable. Section 8.08. UNCLAIMED MONEYS. Anything contained herein to the contrary notwithstanding, any moneys held by the Finance Director 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 Finance Director to the City as its absolute property free from any trust, and the Finance Director shall ~hereupon 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 8.09. APPLICABLE LAW. This Resolution 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 8.10. CONFLICT WITH ACT. In the event of a conflict between any provision of this Resolution with any provision of the Act, the provision of the Act shall prevail over the conflicting provision of this Resolution. Section 8.11. CONCLUSIVE EVIDENCE OF REGULARITY; VALIDITY. Bonds issued pursuant to this Resolution shall constitute conclusive evidence of the regularity of all proceedings under the Act relative to their issuance and the levy of the Assessments. The validity of the authorization and issuance of the Bonds shall not be dependent upon the completion and/or acquisition of the Project or any part thereof or the performance by any person or such person’s obligation(s) with respect to the Project. Section 8.12. 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 Resolution is other than a Business Day, the payment of interest or principal, including Sinking Fund Payments, (and any redemption premium) 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 8.13. REPEAL OF INCONSISTENT RESOLUTIONS. Any resolution of the Council, and any part of such resolution, inconsistent with this Resolution, is hereby repealed to the extent of such inconsistency. Section 8.14. AUTHORITY OF FINANCE DIRECTOR. All actions mandated by this Resolution to be performed by the Finance Director may be performed by the designee thereof or such other official of the City or independent contractor, consultant or 37 - trustee duly authorized by the City to perform such action or actions in furtherance of all or a specific portion of the requirements hereof. Section 8.15. CERTIFIED COPIES. The Clerk shall cause to be furnished a certified copy of this resolution to the Finance Director, to the Agent, and to the Auditor of the County. Section 8.16. EFFECTIVE DATE OF THE RESOLUTION. This Resolution shall become effective upon the date of its adoption. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST:APPROVED: City Clerk Mayor APPROVED AS TO FORM: Jones Hall, i~ti0n Stephen R. Casaleggio Bond Counsel City Manager Director of Public Works Director, Administrative Services Attorney EXHIBIT A CITY OF PALO ALTO University Avenue Off-Street Parking Assessment District Limited Obligation Improvement Bonds Series 2002-A TERMS AND CONDITIONS The following terms and conditions shall be part of the within Resolution Authorizing the Issuance of Refunding Bonds (the "Resolution of Issuance") as if set forth in the text thereof: Principal Amount, Bond Date and Interest Payment Date: Under Section 2.01, the actual aggregate principal amount of the Bonds is $ and the Bond Date is , 2002 and the first Interest Payment Date is March 2, 2003. Principal Maturities and Interest: Under Section 2.02 the maturities and rates of interest of the B~nds are as follows: Maturity Date Principal InterestMaturity Date Principal (September 2) Amount(S) Rate (%) (September 2) Amount(S) Interest Rate (%) 2004 2016 2005 2017 2006 2018 2007 2019 2008 2020 2009 2021 2010 2022 2011 2023 2012 2024 2013 2025 2014 2030 2015 $ Term Bonds maturing on September 2, 20__ (the ~Term Bonds"), at th~ interest rate of % per annum, subject to mandator9 sinking fund redemption under Section 2.03. Bond Redemption: Under provisions are as follows: Section 2.03, the redemption Bond Law Redemption. A bond or any portion of it in the amount of five thousand dollars ($5,000), or any integral multiple thereof, may be redeemed and paid in advance of maturity upon the second day of March or September in any year by giving at least 30 days’ notice by registered or certified mail or personal service to the registered owner hereof at the registered owner’s address as it appears on the registration books of the Agent and by paying principal and accrued interest and at a redemption price as follows: EXHIBIT A Page 1 Redemption Dates March 2, 2003 - September 2, 20__ March 2, 20__ - September 2, 20__ March 2, 20__ and’thereafter Redemption Price (%) 2 1 0 Mandatory Sinking Fund Redemption. The Bonds maturing on September 2, 20__, are subject to mandatory redemption, in part by lot, on September 2 in each year, commencing September 20__, from sinking fund payments from the redemption fund at a redemption price equal to the principal amount thereof to be redeemed, without premium, as follows: Sinking Fund Redemption Date (September 2) 20__ 20__ 20__ 20__ Principal Amount To Be Redeemed ($) Funds: Deposits to Funds: Under Section 4.01, on or before, the Closing Date, the following transfers and deposits shall be made: i. The Original Purchaser of the Bonds shall wire transfer to , the provider of bond insurance for the Bonds, the amount of $ 2. The Original Purchaser shall wire transfer $ of the proceeds of the Bonds City for deposit by the Finance Director as follows: (a) $to the Costs of Issuahce Fund; to (b) $to the Reserve Fund; (c) $ to the Capitalized Interest Account of the Redemption Fund; and (d) $to the Improvement Fund. EXHIBIT A Page 2 26005-55 JH:SRF PRELIMINARY OFFICIAL STATEMENT DATED MARCH __, 2002 1/17/02 2/12/02 AGENDA COPY 2/26/02 NEW ISSUE-BOOK ENTRY ONLY RATING: Standard & Poor’s: .... 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 2002 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 "TAX MATTERS." LIMITED OBLIGATION IMPROVEMENT BONDS CITY OF PALO ALTO UNIVERSITY AVENUE AREA OFF-STREET PARKING ASSESSMENT DISTRICT SERIES 2002-A Dated: Date of Delivery Due: September 2, as shown below Issuance. The captioned bonds (the "2002 Bonds") are being issued by the City of Palo Alto. California (the "City") pursuant to Improvement Bond Act of 1915 (Division 10. California Streets and Highways Code) and a Resolution of the City Council adopted March 4, 2002 (the "2002 Bond Resolution"). Use of Proceeds. The 2002 Bonds are being issued to (a) fund the design, acquisition and construction of two public vehicle parking structures, (b) fund a reserve fund for the 2002 Bond~, (c) fund capitalized interest on the 2002 Bonds through ___, and (d) pay certain costs of issuance of the 2002 Bonds. See "PLAN OF FINANCE " Security. The 2002 Bonds are limited obligation improvement bonds of the City, and are issued upon and ~ecured by certain unpaid assessments (the ~Assessments") against certain parcels of land within the City’s University Avenue Area Off-Street Parking Assessment District (the "Distric|"), together with interest thereon. The District was established and the Assessments were levied by the City under the Municipa~ Improvement Act of 1913 (Division 12, California Streets and Highways Code). The 2002 Bonds are also secured by the monies in the Redemption Fund and the Reserve Fund created hy the 2002 Bond Resolution. See "SECURITY FOR THE 2002 BONDS." Interest. Interest on the 2002 Bonds is payable on March 2, 2003, and semiannually thereafter on March 2 and September 2 of each year. Redemption. The 2002 Bonds are subject to redemption prior to maturity. See "THE 2002 BONDS - Redemption." Outstanding Parity Bonds. The 2002 Bonds are the second and final series of assessment bonds authorized to be issued by the District. In June 2001 the City issued its Limited Obligation Improvement Bonds, University Avenue Area Off-Street Parking Assessment District, Series 2001-A in the original principal amount of $9,135,000, which are secured by the Assessments on a parity with the 2002 Bonds. See "SECURITY FOR THE 2002 BONDS - Outstanding Parity Bonds." Risk Factors. See "BOND OWNERS’ RISKS" for risk factors that should be considered in evaluating the investment quality of the 2002 Bonds. Book-Entry Form. The 2002 Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). Payments of principal and interest (and premium, if any) on the 2002 Bonds will be paid to DTC for subsequent disbursements to DTC Participants, who will remit such payments to the beneficial owners of the 2002 Bonds. See "APPENDIX E - The Book-Entry System." Bond Insurance. Payment of the principal of and interest on the 2002 Bonds when due will be insured by a Financial Guaranty __ policy to be issued by [INSURER] simultaneously with the delivery of the Bonds. [INSURER LOGO] THE 2002 BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY, THE COUNTY OF SANTA CLARA (THE "COUNTY"), THE STATE OF CALIFORNIA OR OF ANY OTHER POLITICAL SUBDIVISION OF THE STATE. NEITHER THE CITY, THE COUNTY NOR THE STATE NOR ANY POLITICAL SUBDIVISION OF THE STATE HAS PLEDGED 1TS FULL FAITH AND CREDIT FOR THE PAYMENT OF PRINCIPAL OF OR INTEREST ON THE 2002 BONDS. MATURITY SCHEDULE Maturity Principal Interest Maturity Principal Interest (September 2)Amount Rate Price (September 2)Amount Rate Price $%%$%% Preliminary; subject to change. 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, INCLUDING INFORMATION UNDER THE HEADING "SPECIAL RISK FACTORS," TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The 2002 Bonds will be sold and awarded by competitive bid held on __day, __. 2002, as set forth in the OIT~cial Notice of Sale. The 2002 Bonds are 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. Certain legal matters also will be passed upon for the City by Jones Hall as Disclosure Counsel. Certain legal matters will be passed upon for the City by the City Attorney. It is expected that the 2002 Bonds will be available for delivery in New York, New York, on or about April __, 2002. The date of this Official Statement is: March __. 2002 *Preliminary, subject to change. THE CITY OF PALO ALTO CITY COUNCIL MEMBERS Victor Ojakian, Mayor Dena Mossar, Vice Mayor Bern Beecham, Council Member Jim Burch, Council Member Hillary Freeman, Council Member Yoriko Kishimoto, Council Member Judy Kleinberg, Council Member Nancy Lytle, Council Member Jack Morton, Council Member CITY STAFF Frank Benest, City Manager Emily Harrison, Assistant City Manager Carl L. Yeats, Director of Administrative Services Joseph Saccio, Deputy Director of Administrative Services Tarun Narayan, Senior Financial Analyst Glenn Roberts, Director of Public Works Ariel Pierre Calonne, City Attorney Donna G. Rogers, City Clerk SPECIAL SERVICES Bond Counsel and Disclosure Counsel Jones Hall A Professional Law Corporation San Francisco, California Financial Advisor Stone & Youngberg LLC San Francisco, California Assessment Engineer Harris & Associates Concord, California Appraiser Carneghi-Bautovich & Partners, Inc. San Francisco, California Paying Agent and Transfer Agent U.S. Bank, N.A. San Francisco, California GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT Use of Official Statement. This Official Statement is submitted in connection with the sale of the 2002 Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract between any bond owner and the City or the Underwriter. No Offering May Be Made Except by This Official Statement. 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 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 the City or the Underwriter. No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sale of the 2002 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. Estimates and Projections. When used in this Official Statement and in any continuing disclosure by the District, 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. Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the 2002 Bonds will, under any circumstances, give rise to any implication that there has been no change in the affairs of the City or the District, the other parties described in this Official Statement, or the condition of the property within the District since the date of this Official Statement. Preparation of this Official Statement. The information set forth in this Official Statement has been furnished by the City and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness. Document Summaries. All summaries of the 2002 Bond Resolution or other documents referred to in this Official Statement are made subject to the provisions of such documents and qualified in their entirety to reference to such documents, and do not purport to be complete statements of any or all of such provisions. Stabilization of Prices. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2002 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 2002 BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS PAYING AGENTS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE COVER PAGE OF THIS OFFICIAL STATEMENT, AND ANY PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. Bonds are Exempt from Securities Laws Registration. The 2002 Bonds have not been registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, in reliance upon exceptions therein for the issuance and sale of municipal securities. The 2002 Bonds have not been registered or qualified under the securities laws of any state. TABLE OF CONTENTS INTRODUCTION 1 PLAN OF FINANCE 3 Project Financed by the 2001 Bonds 3 Application of Proceeds of the 2002 Bonds 3 Estimated Sources and Uses of Funds 3 THE 2002 BONDS Authority For Issuance 4 2002 Bond Terms 4 Redemption 5 Transfer or Exchange 6 Establishment of Special Funds and Accounts 6 Defeasance 8 DEBT SERVICE SCHEDULE 9 SECURITY FOR THE 2002 BONDS 10 General 10 Limited Obligation 10 Assessments 10 Reserve Fund 11 Covenant to Commence Superior Court Foreclosure 12 Alternative Method of Tax Apportionment - Teeter Plan Outstanding Parity Bonds 14 Priority of Lien 14 BOND INSURANCE 15 Payment Pursuant to [Insurance Policy]15 THE IMPROVEMENT PROJECT 16 The Improvements 16 Cost Estimate and Plan of 17 Method of Assessment and Assessment Spreadl7 THE DISTRICT 19 Location of the District 19 The County of Santa Clara and City of Palo Altol9 Formation of the District 19 Property in the District 20 Largest Assessees 20 No Prior Assessments 21 Overlapping Debt 22 VALUATION OF PROPERTY WITHIN THE DISTRICT 23 General 23 Property Valuation Methods 23 Appraisal 23 Value to Lien Ratios 25 Delinquency Status 28 Appeals History 28 BONDOWNERS’ RISKS 29 General 29 Owners’Not Obligated to Pay 2002 Bonds or Assessments 29 Bankruptcy and Foreclosure Delays 30 Availability of Reserve Fund 31 Limited Obligation Upon Delinquency 31 Limitations on Enforceability of Remedies 31 Land Values 3 l Ballot Initiatives 32 Future Overlapping Indebtedness 32 No Acceleration Provision 32 CONSTITUTIONAL LIMITATIONS ON TAXATION AND APPROPRIATIONS 32 Property Tax Rate Limitations - Article XIIIA 32 Legislation Implementing Article XIIIA 33 Property Tax Collection Procedures 33 Proposition 21 34 CONTINUING DISCLOSURE 35 LEGAL OPINION 35 TAX MATTERS 35 NO LITIGATION 36 RATING 36 UNDERWRITING 36 APPENDIX A - LISTING OF PARCELS AND ASSESSMENTS APPENDIX B - CITY AND COUNTY GENERAL INFORMATION APPENDIX C - FORM OF BOND COUNSEL OPINION APPENDIX D - FORM OF CONTINUING DISCLOSURE CERTIFICATE APPENDIX E - BOOK-ENTRY SYSTEM APPENDIX F - SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY APPENDIX G - EXECUTIVE SUMMARY OF APPRAISAL OFFICIAL STATEMENT LIMITED OBLIGATION IMPROVEMENT BONDS CITY OF PALO ALTO UNIVERSITY AVENUE AREA OFF-STREET PARKING ASSESSMENT DISTRICT SERIES 2002-A INTRODUCTION This Introduction is subject in all respects to the more complete information contained elsewhere in this Official Statement. The 2002 Bonds are offered to potential investors only by means of the entire Official Statement. Purpose of Official Statement. The purpose of this Official Statement, which includes the cover page and attached appendices, is to set forth certain information concerning the sale and delivery by the City of Palo Alto, California (the "City") of the bonds captioned above (the "2002 Bonds"). All capitalized terms used in this Official Statement, unless noted otherwise, have the meanings set forth in the 2002 Bond Resolution (as defined below). Authority for the 2002 Bonds. The 2002 Bonds are being issued pursuant to the Improvement Bond Act of 1915 (Division 10 of the California Streets and Highways Code) (the "Bond Law") and a resolution of the City Council of the City 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 (the "2002 Bond Resolution"). All of the proceedings of the City that were originally undertaken to form the District and to levy the original assessments were undertaken pursuant to the Municipal Improvement Act of 1913 (Division 12 of the California Streets and Highways Code) and Article XIIID of the California State Constitution (together, the "Act"). See "THE 2002 BONDS - Authority for Issuance." Outstanding Parity Bonds. In June 2001, the City issued its Limited Obligation Improvement Bonds, City of Palo Alto, University Avenue Area Off-Street Parking Assessment District, Series 2001-A (the "2001 Bonds") in the original principal amount of $9,135,000. The 2002 Bonds are being issued on a parity with the 2001 Bonds, and both series of Bonds are equally secured by the lien of the Assessments. The 2002 Bonds are the second and final series of assessment bonds to be issued by the City for the District. See SECURITY FOR THE 2002 BONDS - Outstanding Parity Bonds." Use of Bond Proceeds. The 2002 Bonds are being issued to fund, in part, certain improvements within the City’s University Avenue Off-Street Parking Assessment District (the "District") in the downtown area of the City. Proceeds from the sale of the 2002 Bonds are expected to be used to (i) finance a portion of the 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 (the "Improvements"), (ii) to fund a reserve fund for the 2002 Bonds, (iii) to fund capitalized interest on the 2002 Bonds through , and (iv) to pay the costs of issuance of the 2002 Bonds. Remaining funds needed to complete the Improvements have been provided by the proceeds of the 2001 Bonds * Preliminary; subject to change. -1- andseparate funds of the City. See "PLAN OF FINANCE"-and "THE IMPROVEMENT PROJECT." Security for the 2002 Bonds. The 2002 Bonds are limited obligations of the City issued upon and secured by the unpaid amounts of the assessments levied by the City against properties in the District (the "Assessments"), together with interest thereon, and by the moneys in the Redemption Fund and Reserve Fund created under the 2002 Bond Resolution. All Assessments, together with interest thereon constitute a trust fund for the redemption and payment of the principal of the 2002 Bonds and the interest thereon. 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 2002 Bonds. See "SECURITY FOR THE 2002 BONDS." The Assessment District. The City lies on the northern edge of Santa Clara County, California and occupies approximately 26 square miles. The District comprises property within the City’s downtown business district, all of which 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." -2- PLAN OF FINANCE Project Financed by the 2001 Bonds. Proceeds from the sale of the 2001 Bonds were used to finance the initial portion of the Improvements, which consisted generally of the planning and design of the Improvements and the payment of certain incidental costs. A portion of the proceeds of the 2001 Bonds were used to refund existing assessment bonds (the "Prior Bonds") previously issued by the City to construct parking facilities. Application of Proceeds of the 2002 Bonds. Proceeds from the sale of the 2002 Bonds (together with separate funds of the City) are expected to be used to finance the remaining portion of the Improvements not funded with the proceeds of the 2001 Bonds. See "SECURITY FOR THE 2002 BONDS - Outstanding Parity Bonds." Proceeds of the 2002 Bonds will also be used to pay the cost of issuance of the 2002 Bonds, to fund the Reserve Fund and to fund capitalized interest on the 2002 Bonds through ,20__. For a discussion of the accounts and funds established under the 2002 Bond Resolution and related to the 2002 Bonds, see "THE 2002 BONDS - Establishment of Special Funds and Accounts." Estimated Sources and Uses of Funds. The proceeds from the sale of the 2002 Bonds are estimated to be disbursed as set forth below: SOURCES: Par Amount of 2002 Bonds Less Underwriter’s Discount TOTAL SOURCES USES: Deposit to Improvement Fund Deposit to Capitalized Interest Account Deposit to Reserve Fund Costs of Issuance Fund 111 TOTAL USES Includes fees of Bond Counsel, Disclosure Counsel, [bond insurance premium,] financial advisor, rating agency, assessment engineer, appraiser, costs of printing and other miscellaneous costs. -3- THE 2002 BONDS Authority For Issuance The City undertook proceedings to form the District and to levy the Assessments under the Act and Resolution of Intention No. 8034, adopted by the City Council on January 22, 2001 (the "Resolution of Intention"). The City undertook proceedings for the issuance of the 2002 Bonds and the 2001 Bonds pursuant to the Bond Law and the Resolution of Intention. The 2002 Bonds are being issued pursuant to the 2002 Bond Resolution, which was adopted on March 4, 2002, authorizing the issuance of the Bonds. The aggregate principal amount of bond authorization for the District under the Resolution of Intention is $45,728,678. The first series of bonds issued for the District were the 2001 Bonds, which were issued in the principal amount of $9,135,000. The 2002 Bonds are the second and final series of Bonds to be issued and secured by the Assessments under this authorization. See "SECURITY FOR THE 2002 BONDS - Outstanding Parity Bonds." 2002 Bond Terms Denominations and Maturity. The 2002 Bonds will be dated the date of original delivery. The 2002 Bonds will be issued only as fully registered bonds without coupons, in the denomination of $5,000 each or any integral multiple of $5,000, except that the first maturity may contain any odd amount. The 2002 Bonds will mature on the dates shown on the cover page of this Official Statement. Interest. Interest with respect to the 2002 Bonds will be payable to the registered owners of the 2002 Bonds on March 2 and September 2 of each year, commencing March 2, 2003 (each, an "Interest Payment Date"). The 2002 Bonds will bear interest at the rates set forth on the cover of this Official Statement. Interest will be calculated on the basis of a 360-day year composed of twelve 30-day months. Each 2002 Bond will bear interest from the Interest Payment Date next preceding its date of authentication and registration unless it is authenticated and registered (i) prior to an Interest Payment Date and after the close of business of the Record Date, in which event it will bear interest from such Interest Payment Date, or (ii) prior to the close of business on the Record Date preceding March 2, 2003, in which event it will bear interest from the Dated Date. Book-Entry Only System. The 2002 Bonds will be registered in the name of Cede & Co. as nominee of DTC, and will be available to ultimate purchasers under the book-entry system maintained by DTC. See APPENDIX E - "Book-Entry System." As long as Cede & Co. is the registered owner of the 2002 Bonds, payments of the principal of, premium, if any, and interest on the 2002 Bonds will be made directly to DTC, or its nominee, Cede & Co. Disbursements of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and Indirect Participants, as more fully described in Appendix E - "Book-Entry System." Interest on the 2002 Bonds is payable by check of U.S. Bank, N.A., as the agent of the City for authentication, registration, transfer and payment of the 2002 Bonds (the " Agent"), mailed by first class mail on the Interest Payment Date to the owner at his or her address as it appears on the registration books maintained by the Agent as of the close of business on the 15th day immediately preceding any Interest Payment Date (the "Record Date"), or by wire transfer made on such Interest Payment Date upon written instructions delivered to the Agent -4- before the Record Date preceding the Interest Payment Date, of any owner of $1,000,000 or more in aggregate principal amount Of 2002 Bonds. Principal with respec~ to the 2002 Bonds will be payable to the registered owners in the amounts and on the maturity dates set forth on the cover page of this Official Statement (subject to the right of prior redemption). Redemption Optional Redemption. Whenever, as of an Interest Payment Date, there are sufficient funds in the Prepayment Account of the Redemption Fund from the proceeds of prepayments of Assessments or from the application of any surplus funds by the Council, 2002 Bonds will be called for redemption. Each 2002 Bond, or any portion of the principal thereof in the principal amount of $5,000 or any integral multiple of $5,000, may be redeemed and paid in advance of maturity on any Interest Payment Date in any year by giving notice as described in the 2002 Bond Resolution and by paying the principal amount of the 2002 Bonds to be redeemed, plus interest to the date of redemption, unless sooner surrendered, in which event interest will be paid to the date of payment, together with a premium as follows, expressed as a percentage of the principal amount of the 2002 Bonds called for redemption: March 2, 2003 to September 2, 20__ March 2, 20__ and September 2, 20__ March 2, 20__ and thereafter m% The provisions of Part 11.1 of the Bond Law are applicable to the advance payment of Assessments and to the calling of the 2002 Bonds. The Agent will select 2002 Bonds for redemption in such a way that the ratio of Outstanding 2002 Bonds to issued 2002 Bonds remains approximately the same in each annual series insofar as possible (i.e. on a pro-rata basis among maturities of the 2002 Bonds). Within each annual maturity, the Agent will select 2002 Bonds for retirement by lot. Mandatory Sinking Fund Redemption. The 2002 Bonds maturing on September 2, 20__ (the "Term 2002 Bonds") are subject to mandatory redemption in part by lot, on September 2 in each year commencing September 2, 20__ from sinking fund payments, at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the principal amounts and on the dates set forth in the following table; provided, however, that if some but not all of the Term 2002 Bonds have been otherwise been redeemed, the total amount of all future sinking fund payments will be reduced by the aggregate principal amount of the Term 2002 Bonds so redeemed, to be allocated among sinking fund payments on a pro-rata basis in integral multiples of $5,000. Term 2002 Bonds Maturing September 2, 20__ Sinking Fund Redemption Date (September 2) Principal Amount to be Redeemed 20__ (maturity) -5- Notice of Redemption. So long as Cede & Co. is the registered owner of the 2002 Bonds, notice of redemption will be sent to DTC, as nominee of Cede & Co., and not directly to the Owners. See Appendix E - "Book-Entry System" with respect to DTC procedures regarding notice of redemption. The Agent will 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 2002 Bonds designated for redemption, at their addresses appearing on the Bond Register in the Principal Office of the Agent at least 30 days before the applicable Interest Payment Date. The Agent will 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. 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 2002 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 2002 Bonds so called for redemption are deposited in the Redemption Fund on the date fixed for redemption, such 2002 Bonds so called will cease to be entitled to any benefit under the 2002 Bond Resolution 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. Transfer or Exchange So long as Cede & Co. is the registered owner of the 2002 Bonds, transfer or exchange of 2002 Bonds may only be through the facilities of DTC. See "Book-Entry System" in an Appendix E to this Official Statement with respect to DTC procedures for transfer and exchange of ownership interests in the 2002 Bonds. Any 2002 Bond may, in accordance with its terms, be transferred upon the Bond Register by the registered Owner, in person or by such Owner’s duly authorized attorney, upon surrender of such 2002 Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Agent, duly executed. Whenever any 2002 Bond is surrendered for transfer, the Agent will authenticate and deliver to the transferee a new 2002 Bond or Bonds of like tenor, maturity and aggregate principal amount. 2002 Bonds may be exchanged at the Principal Office of the Agent for 2002 Bonds of the same tenor and maturity and of other authorized denominations. No 2002 Bonds will be subject to transfer or exchange if notice Of redemption of those 2002 Bonds has been given under the 2002 Bond Resolution. Neither ~he City nor the Agent is required to make such exchange or registration or transfer of 2002 Bonds on or after the Record Date or after a 2002 Bond has been selected for redemption. The City and the Agent may require the payment of a reasonable fee to cover the costs and expenses of the City and the Agent for such transfer. Establishment of Special Funds and Accounts Under the 2002 Bond Resolution, the City will establish the following funds to be held by the City’s Director of Administrative Services (the ’"Finance Director") for the administration of the proceeds of the sale of 2002 Bonds and payment of interest and principal on the 2002 Bonds. Costs of Issuance Fund. A portion of the proceeds of the 2002 Bonds will be deposited in the Costs of Issuance Fund to pay the issuance costs of the 2002 Bonds. Redemption Fund. All payments of principal and interest installments on the Assessments, together with redemption premiums will be deposited in the Redemption Fund, which will be held for the benefit of the City and the Bondowners. Payment of the 2002 Bonds at maturity, or at redemption prior to maturity, and all premium and interest on the 2002 Bonds -6- will be made from the Redemption Fund. Interest earnings and profits resulting from the investment of moneys in the Redemption Fund will be retained in such fund. Within the Redemption Fund, a Capitalized Interest Account will be established in which a portion of the proceeds of the 2002 Bonds will be deposited to provide for the payment of interest on the 2002 Bonds for a limited period, and a Prepayment Account also will be established for the administration of prepayment of Assessments as set forth in the Bond Law. Reserve Fund. The City will establish the Reserve Fund upon the issuance of the Bonds in an amount equal to $ * See "PLAN OF FINANCE - Estimated Sources and Uses of Funds." Interest earnings on the Reserve Fund will subsequently accrue until the amount on deposit in the Reserve Fund equals the Reserve Requirement, which represents the maximum amount to be maintained in the Reserve Fund, and is defined as the least of (a)Maximum Annual Debt Service on the Outstanding 2002 Bonds, (b)125% of average annual Debt Service, or (c)10% of the initial principal amount of the 2002 Bonds. Moneys in the Reserve Fund will be held as a reserve for the payment of principal of (including Sinking Fund Payments) and interest on the 2002 Bonds. The City will cause the Reserve Fund to be administered in accordance with 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, will be credited to the Reserve Fund. Whenever, after the issuance of the 2002 Bonds, an assessment is prepaid, in whole or in part, as provided in the Bond Law, the Finance Director will transfer from the Reserve Fund to the Redemption Fund an amount equal to the product of the ratio of the original amount of the Assessment securing any 2002 Bonds so paid to the original amount of all Assessments securing any 2002 Bonds, times the Reserve Requirement. Amounts on deposit in the Reserve Fund in excess of the Reserve Requirement on any Interest Payment Date, or on any other date when requested by an Authorized Officer of the City, will be transferred to the Redemption Fund to be used for the purposes thereof. Notwithstanding the above, to the extent that the balance in the Reserve Fund is less than the Reserve Requirement, interest earnings of the Reserve Fund will remain therein until amounts in the Reserve Fund equal the Reserve Requirement (unless otherwise required to be rebated to the federal government). When the amount in the Reserve Fund equals or exceeds the amount required to redeem the remaining outstanding 2002 Bonds (whether by advance redemption or otherwise), the amount of the Reserve Fund will be transferred to the Redemption Fund and used to redeem the 2002 Bonds, and the remaining installments of principal and interest not yet due from assessed property owners will be canceled without payment. Improvement Fund. A portion of the proceeds of sale of the 2002 Bonds will be deposited in the Improvement Fund to be established and held for the benefit of the City, and will be disbursed for the payment or reimbursement of costs of the Improvements. Preliminary: subject to change. -7- Defeasance The 2002 Bonds and the Assessments will remain in full force and effect and the 2002 Bonds will be secured by the Assessments until (i) the 2002 Bonds mature and are paid; (ii) Assessments are prepaid and the 2002 Bonds are redeemed; (iii) apportionment of the Assessments occurs pursuant to Parts 10.0 and 10.5 of the Bond Law; or (iv) the Assessments are superseded and supplemented by assessments and refunding bonds issued pursuant to Division 11 or Division 11.5 of the California Streets and Highways Code, at which time the refunding escrow will become the security for any outstanding 2002 Bonds not exchanged for refunding bonds. Any proceeds of sale of any refunding bonds may be deposited in escrow or trust with a bank or trust company and will be secured in accordance with the laws applicable to funds of the City and will be invested in Federal Securities, as defined in the 2002 Bond Resolution. -8- ’ DEBT SERVICE SCHEDULE The annual scheduled debt service on the 2001 Bonds and the 2002 Bonds is set forth Year Ending 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Total: 2001 Bonds DebtService[l] $518 736.11 439 400.00 619 400.00 622 650.00 620 525.00 623 212.50 625 012.50 621 412.50 622 612.50 623 412.50 623 572.50 622 947.50 621 507.50 624 087.50 625 692.50 621 442.50 621 330.00 620 080.00 623 080.00 620 080.00 621 330.00 621 580.00 620 415.00 623 230.00 624 655.00 624 435.00 622 915.00 620 095.00 620 975.00 2002 2002 2002 Bonds Bonds Bonds Total Principal Interest [2]Total Debt Service i~]121 A portion of the interest due was capitalized with the proceeds of the 2001 Bonds. A portion of the interest due will be capitalized with proceeds of the 2002 Bonds. -9- SECURITY FOR THE 2002 BONDS General The 2002 Bonds are issued upon and are secured by the Assessments together with interest thereon, which constitute a trust fund for the redemption and payment of the principal of the 2002 Bonds and the interest thereon. All the 2002 Bonds are secured by the Assessments together with moneys in the Redemption Fund and Reserve Fund. Principal of and interest on the 2002 Bonds are payable exclusively out of the Redemption Fund. Limited Obligation All obligations of the City under the 2002 Bond Resolution and the 2002 Bonds are not general obligations of the City, but are limited obligations, payable solely from the Assessments and from the funds pledged therefor under the 2002 Bond Resolution. 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 2002 Bonds. The 2002 Bonds are "Limited Obligation Improvement Bonds" under section 8769 of the Bond Law and are payable solely from and secured solely by the Assessments and the amounts in the Redemption Fund and the Reserve Fund created under the 2002 Bond Resolution. Notwithstanding any other provision of the 2002 Bond Resolution, the City is not obligated to advance available surplus funds from the City treasury to cure any deficiency in the Redemption Fund in the event of delinquent Assessment installments. However, the City may, at its sole option and in its sole discretion, elect to advance available surplus funds of the city to pay for any delinquent installments pending sale, reinstatement, or redemption of any delinquent property. Assessments Collection of Assessments. The Assessments will be collected and transferred by the County to the City in approximately equal semi-annual installments, together with interest on the declining balances, and 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 property taxes. The properties upon which the Assessments were levied are subject to the same provisions for sale and redemption as are properties for nonpayment of general taxes. Pursuant to the Act and the Bond Law, installments of principal and interest sufficient to meet annual Debt Service on the 2002 Bonds will be billed by the County to the owner of each parcel within the District against which there are unpaid Assessments. Upon receipt by the County and transferal to the City, Assessment installments are to be deposited into the Redemption Fund, which will be held by the Finance Director and used to pay 2002 Bond principal and interest payments as they become due. The Assessment installments billed against each parcel each year represent pro rata shares of the total principal and interest coming due that year, based on the percentage which the Assessment against that parcel bears to the total of Assessments in connection with the financing. Pursuant to the 2002 Bond Resolution, payment of the principal of and interest on the 2002 Bonds is secured b.y moneys in the Redemption Fund and the Reserve Fund. The City has no obligation to advance funds to the Redemption Fund except to the extent of moneys available in the Reserve Fund. Additionally, the City has covenanted in certain circumstances to cause the commencement of judicial foreclosure proceedings following a delinquency, and thereafter diligently cause prosecution to completion, court foreclosure -10- proceedings upon the lien of any and all delinquent Assessments. See "SECURITY FOR THE 2002 BONDS - Covenant to Commence Superior Court Foreclosure." The City is not required to bid at the foreclosure sale. No Personal Indebtedness of Property Owners. The Assessments do not constitute a personal indebtedness of the owners.of the parcels within the District and the owners are not personally obligated to pay the principal of or interest on the 2002 Bonds or to support payment of the 2002 Bonds in any manner. In the event of delinquency, proceedings may be conducted only against the real property securing the delinquent Assessment. Thus, the value of the real property within the District is a critical factor in determining the investment quality of the 2002 Bonds. See "VALUATION OF PROPERTY IN THE DISTRICT." The Assessments are not required to be paid upon sale of property within the District. There is no assurance the owners will be able to pay the Assessment installments or that they will pay such installments even though financially able to do so, See "BONDOWNERS’ RISKS." Reserve Fund The Reserve Fund will be initially funded with a portion of the proceeds of the 2002 Bonds and then increased to and maintained at the Reserve Requirement. See "PLAN OF FINANCE - Estimated Sources and Uses of Funds" and "THE 2002 BONDS - Establishment of Special Funds and Accounts - Reserve Fund" above. The moneys in the ResErve Fund will constitute a trust fund for the benefit of the Owners of the 2002 Bonds, will be held by the Finance Director, and will be administered in accordance with and pursuant to the provisions of Part 16 of the Bond Law. Any proceeds from redemption or sale of the properties with respect to which payment of delinquent Assessment installments and interest thereon was made from the Reserve Fund, will be credited to the Reserve Fund. In order to comply with federal tax law with respect to the 2002 Bonds, and provide for reduction of the amount on deposit in the Reserve Fund during the term of the 2002 Bonds pursuant to Section 8887 of the Bond Law, all proceeds from investment of moneys in the Reserve Fund in excess of the Reserve Requirement will be transferred to the Redemption Fund and used for the purposes thereof. The amounts on deposit in the reserve fund previously established for the 2001 Bonds constitute a trust fund for the payment of debt service on the 2001 Bonds only, and are not available to pay debt service on the 2002 Bonds. THE CITY HAS NO OBLIGATION TO REPLENISH THE RESERVE FUND EXCEPT TO THE EXTENT THAT DELINQUENT ASSESSMENTS ARE PAID OR PROCEEDS FROM FORECLOSURE SALES ARE REALIZED. -11- Covenant to Commence Superior Court Foreclosure The Bond Law provides that in the event any Assessment 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 Assessment. In such an action, the real property subject to the Assessment may be sold at judicial foreclosure sale. This foreclosure sale procedure is not mandatory under the Act or the Bond Law, however, in the 2002 Bond Resolution the City covenants with and for the benefit of the Owners of the 2002 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 the 2002 Bond Resolution. The following conditions apply to the foreclosure proceedings, which are to be commenced not later than 60 days of any of the following determinations, which will be made by the Finance Director not later than October 1 of each Fiscal Year: (A) If the Finance Director determines that there is a delinquency in the payment of an Assessment Installment of $5,000 or more for a prior Fiscal Year or Years for any single parcel of land in the District, foreclosure will be commenced against each parcel so delinquent. (B) If the Finance Director determines that the total amount of delinquent Assessment Installments for the prior Fiscal Year for the entire District, less the total delinquencies under subsection (A) above, exceeds 3% of the total Assessment Installments due and payable in the prior Fiscal Year, foreclosure will be commenced against each parcel of land in the District with a delinquency of $2,500 or more for the prior Fiscal Year or Years. ¯ (C) If the Finance Di,rector determines that the total amount of delinquent Assessment Installments for the prior Fiscal Year for the entire District, less the total delinquencies under subsections (A) and (B) above, exceeds 5% of the total Assessment Installments due and payable for the prior Fiscal Year, foreclosure will be commenced against each parcel of land within the District with any amount of delinquency for the prior Fiscal Year or Years. Prior to July 1, 1983, the statutory right of redemption from such a judicial foreclosure sale was limited to a period of one year from the date of sale. Legislation effective July 1, 1983 amended this statutory right of redemption to provide that before notice of sale of the foreclosed parcel can be given following court judgment of foreclosure, a redemption period of 120 days must elapse. Furthermore, if the purchaser at the sale is the judgment creditor (here, the City) an action may be commenced by the delinquent property owner within six months after the date of sale to set aside such sale. The constitutionality of the aforementioned legislation which repeals the one-year redemption period has not been tested and there can be no assurance that, if tested, such legislation will be upheld. In the event such Superior Court foreclosure or foreclosures are necessary, there may be a delay in payments to Bondholders 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 "BONDOWNERS’ RISKS - Bankruptcy and Foreclosure Delays" and " - Collection of the Assessment." -12- 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 Assessment 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 ehtered 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 distributed to the respective funds. The balance of redemption penalties or interest, together with delinquency penalties, is apporti.oned to the tax losses reserve fund. The City will be responsible for entering the annual Assessment 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 Assessments are terminated, the amount of the Assessment installments received by the City would depend upon the actual annual collections of the Assessment installments and delinquency rates experienced with respect to the parcels within the District. -13- 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. Outstanding Parity Bonds The City previously issued the 2001 Bonds, which are secured by the Assessments on a parity with the 2002 Bonds. All of the conditions for issuing parity bonds under the resolution under which the 2001 Bonds were issued will be satisfied prior to the issuance of the 2002 Bonds. The 2002 Bonds are the second and final series of bonds to be secured by the Assessments. The 2002 Bond Resolution provides that no additional bonds (other than refunding bonds) may be issued on a parity with the 2002 Bonds and the 2001 Bonds. Priority of Lien The Assessment and each installment thereof and any interest and penalties thereon constitute a lien against the parcels on which they were imposed until the same are paid. This lien is subordinate to all fixed special assessment liens previously imposed upon the same property, but has priority over all private liens and over all fixed special assessment liens which may thereafter be created against the property. This lien is co-equal to and independent of the lien for general taxes and any lien imposed under the Mello-Roos Community Facilities Act of 1982, as amended. There are currently no assessments or special taxes secured by property in the District other than the Assessments. See "THE DISTRICT - Overlapping Debt." -14- BOND INSURANCE Payment Pursuant to [Insurance Policy[ [TO COME] -15- THE IMPROVEMENT PROJECT The Improvements 1994 Parking Plan. In 1994, the City in cooperation with downtown property owners and the Chamber of Commerce, brought forward a "Comprehensive Parking Plan for Downtown" (the "Parking Plan"). The Parking Plan identified and addressed a deficit of parking in the Downtown area. The Parking Plan recommended the construction of new parking facilities. The City has been working since 1994 to develop plans for construction of a new parkii~g garage near the center of downtown on surface lots S and L, known as the "Bryant/Florence Garage," and on the southwesterly side of downtown on surface lot R, known as the "High/Alma South Garage." Together, the new garages will add approximately ?00 new parking spaces to the downtown system and replace some of the existing parking spaces on the current sites. The Bryant/Florence Garage consists of seven levels, two below grade and five above grade, and includes ground floor commercial/retail space. The High/Alma South Garage includes five levels all above grade and is completely devoted to parking. To date the City has completed planning, environmental documentation and design on these two new garages. The District was created to generate funds for the construction of these new garages and to refinance the Prior Bonds. Description of Improvements. The description of the Improvements determined by the Assessment Engineer in the Engineer’s Report is as follows: Within the City, the construction and acquisition of the following public vehicle off-street parking improvements, including the acquisition of all lands, easements, rights-of-way, licenses, franchises, permits and any outstanding assessments, the removal of all existing improvements and the construction of all auxiliary work necessary and/or convenient to the accomplishment thereof in accordance with plans and specifications to be approved by the City: 1. The Bryant/Florence Garage to be constructed on a site of approximately 40,400 square feet located in the block bounded by Bryant Street, Lytton Avenue, Florence Avenue and University Avenue and consisting of a reinforced concrete structure of seven levels (five above- ground and two below ground levels) with approximately 692 parking spaces and approximately 8,100 square feet of non-parking space, but excluding any portion of such structure to be used for other than vehicle parking or related uses. 2. The High/Alma South Garage to be constructed on a site of approximately 25,200 square feet located in the block bounded by Alma Street, High Street, University Avenue and Hamilton Avenue and consisting of a reinforced concrete parking structure of five parking levels (all above ground) with approximately 228 parking spaces. The foregoing include restrooms, bicycle racks and lockers, elevators, stairs, electric vehicle charging hook-ups, landscaping and architectural treatments. -16- Cost Estimate and Plan of Finance The table below sets forth the estimated sources and uses of funds needed to complete the Improvements (including incidental expenses). Table 1 IMPROVEMENT COSTS SOURCES AND USES OF FUNDS SOURCES 2001 Bonds 2002 Bonds City Funds Total Sources: USES Bryant/Florence Garage High/Alma South Garage Incidental Costs 12] Bond Costs 131 Total Uses: [1]Includes the portion of the 2001 B~nd proceeds used to redeem the Prior Bonds. [2]Includes costs of design, engineering, City administration and property acquisition. Also includes the portion of the 2001 Bond proceeds used to redeem the Prior Bonds. [3]Includes the estimated costs of issuance, reserve fund, capitalized interest and miscellaneous expenses. Source: Harris & Associates. Method of Assessment and Assessment Spread The Act does not define specific formulas for allocation of project costs among the parcels within an assessment district. The Act, however, requires each parcel to be assessed its share of the project costs in accordance with the special benefit conferred on each parcel by construction of the improvements financed through the assessment district. Assessment spreads are typically based on such factors as land area, actual or adjusted street frontage, utility service consumption and traffic generation, or a combination thereof. The City caused preparation of an Engineer’s Report dated April 11, 2001 (the "Engineer’s Report") by Harris & Associates, Concord, California (the "Assessment Engineer") in connection with the levy of the Assessment. Because the assessments will support parking facilities, the Assessment Engineer spread the costs of the Improvement to be financed together with the associated acquisitions, incidentals and bond issuance costs using the parking requirement imposed on Downtown property as the basis of benefit. This parking requirement, as outlined in the City’s Parking Ordinance is 1 space for 250 developed square feet of building area (or 4 spaces per 1000 square feet of developed building area). The basis of benefit determined by the Assessment Engineer in the Engineer’s Report is as follows: Special benefit is provided to commercial properties and significant employers within the parking assessment district, because the availability of parking throughout the District allows these properties to comply with City regulations. Without adequate parking, -17- property cannot develop or change use. Compliance with City regulations is a special and unique benefit afforded to those properties within the District and not available to those properties outside of the District. Residential property within the Downtown Area does not receive special benefit from the parking facilities. The parking demand associated with residential property is very low, compared to commercial enterprises and parking is provided onsite. The Downtown Area also includes three churches. The churches are not large employers nor do they draw traffic and parking to the Downtown Area during business hours. A survey of the three churches indicates that their primary hours of operation are limited to Sunday mornings and Wednesday evenings. This type of use is not the focus of the parking program and does not represent a significant portion of the land use within the downtown area. Because of their unique use and hours of operation, these existing churches also do not contribute to the parking deficit downtown and will not receive special benefit from new parking facilities and are not subject to the Assessment. The quantification of benefit determined by the Assessment Engineer in the Engineer’s Report is as follows: The City, through its Parking Ordinance (Palo Alto Municipal Code Section 18.83 et. seq.), has established a variety of parking standards for different types of commercial and industrial land uses. These range from requirements as high as 1 space per 150 square feet to as low as 1 space per 400 square feet. The 1/250 standard represents an "average" demand, between the two extremes. Based on this information, and the City’s long history in the University Avenue Area, a Parking Benefit Unit of four spaces per 1000 square feet is reasonable. In some cases, properties located in the University Avenue Area provide parking on site. Properties with on-site parking will have their Parcel Benefit calculation adjusted to give appropriate credit for on-site parking provided the parking spaces provided meet the design criteria outlined in the City’s Municipal Code. The benefit formula can be mathematically expressed below ("PBU" = Parcel Benefit Uni0: -For Residential Properties: Parcel Benefit (in PBU) : 0 - For existing Churches that do not ordinarily place large parking demands during peak business hours: Parcel Benefit (in PBU) -- 0 -For Existing University Avenue Parking Facilities: Parcel Benefit (in PBU) =0 - For All other Parcels: Parcel Benefit (in PBU) -- (Enclosed square footage on a Parcel) x (4 PBU/1,000sf) - (onsite parking provided) Assessment Rate (in $/PBU) -- (Project Cost)/(Total PBU in District) Parcel Assessment = Assessment Rate x Parcel Benefit. The spread of the Assessment among the parcels in the District is set forth in the table under the caption " VALUATION OF PROPERTY WITHIN THE DISTRICT - Value to Lien Ratios" below. -18- THE DISTRICT Location of the District Property subject to the Assessment 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. 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 60,835 as of June 30, 2001. See "APPENDIX B - CITY AND COUNTY GENERAL INFORMATION." The City is located in the northwest portion of Santa Clara County approximately 30 miles south of San Francisco and occupies 26 square miles. The City has benefited from its being the site of Stanford University and 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 The District was established to help finance the creation of safe, convenient parking in the downtown area. The City has worked to create a downtown parking "system" with a variety of parking opportunities, many of which were financed by assessments within the District. See "Prior Assessments" below. The Assessments have been levied in accordance with the Proposition 218 Omnibus Implementation Act (ch. 28, 1997 stats.) as supplemented by the provisions of Section 13.12.050 of the Palo Alto Improvement Procedure Code, which require that local agencies levy assessments based on the special benefits provided by the project. The City has determined that the levy also conforms with Article XIIID, Section 4, of the State Constitution requires that a parcel’s assessment may not exceed the reasonable cost of the proportional special benefit conferred on that parcel. -t9- Property in the District Number of Parcels with Outstanding Assessments. The District includes __ Parcels. Assessments to support bonded debt have been levied on of the Parcels within the District boundaries. The remaining __ Parcels either provide adequate on-site parking (and are not assessed) or are residential in nature and are exempt from assessment. Of the __ parcels, __ have fully prepaid their Assessments with respect to the 2001 Bonds in cash, and _ have fully prepaid their Assessments with respect to the 2002 Bonds in cash, meaning that __ Parcels are subject to the assessment securing the 2001 Bonds and the 2002 Bonds. Zoning within the District. 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 Assist in the preservation of historic buildings Property Summary. The following table shows a summary of the Assessment levied upon parcels in the District by type of commercial use, as determined by the Assessment Engineer. Figures in the table reflect the entire Assessment for the District; the 2001 Bonds and the 2002 Bonds are secured by Assessments in the approximate amount of $ TABLE 2 PROPERTY SUMMARY No. of Parcels Percent of Property Type Assessed [1]Assessment Total Assessment Care Facilities 1 $977,537 2.19% Galleries 1 145,377 0.33 Theaters 2 120,312 0.27 Hotels [21 2 1,754,554 3.93 Civic Buildings 3 1,072,784 2.41 Office 79 21,176,822 47.48 Restaurant 38 4,540,533 10.18 Retail 90 14,809,097 33.21 Totals 216 $44,597,016 100.00% [1]__ parcels have prepaid all phases of the Assessment and are not included. [2]Two of the hotels also have onsite restaurants. Source: Harris & Associates. Largest Assessees Property ownership within the District is diverse. The table below lists the owners whose properties in the District represent the ten largest assessment amounts. -20- TABLE 3 TEN LARGEST ASSESSEES No. of Percent of Name Parcels Total Assessed Assessment Assessment [1] Thoits Bros. Inc.11 $2,295,958.60 5.0% 505 Hamilton Partners 5 2,095,438.20 4.6 Pacific Bell 1 2,015,230.02 4.4 C M Capital Corp.1 1,769,592.53 3.9 City of Palo Alto 3 1,072,784.14 2.3 Cowper Square Partners 1 1,027,667.05 2.2 Casa Olga 1 977,536.95 2.1 529 Bryant Street Partners LLC 1 912,367.82 2.0 Alhouse-Hamilton 2 832,159.66 1.8 Seabiscuit LLC Et AI 1 797,068.59 1.7 Total:$13,795,803.56 30.0% [1]Based on total Assessment of $45,782,678. Source:Harris & Associates. No Prior Assessments Other than the 2001 Bonds and the 2002 Bonds, there are no additional overlapping prior assessments or Mello-Roos special tax bonds in the District. The Assessments and each installment thereof in the District and any interest and penalties thereon constitute a lien against the parcels of land on which they were imposed until they are paid. These liens are subordinate to all fixed special assessment liens previously imposed upon the property, but have priority over all existing and future private liens and over all fixed special assessment liens that may subsequently be created against the property. Such liens are coequal to and independent of the lien for general taxes on the parcels in the District. -21- Overlapping Debt Contained within the District’s boundaries are overlapping local agencies providing public services, some of which have outstanding bonds or other indebtedness. The direct and overlapping debt of the District as of March 1, 2002, is shown in the table below. Tax and revenue anticipation notes, revenue bonds and State and Federal water contract payments are excluded from the debt statement. TABLE 4 STATEMENT OF DIRECT AND OVERLAPPING DEBT 2001-02 Assessed Valuation: $467,734,371 DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT:% Applicable Foothill-De Anza Community College District 0.765% Palo Alto Unified School District 3.226 City of Palo Alto University Off-Street Parking Assessment District 100. Midpeninsula Regional Open Space District 0.492 TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT Debt 3/1/02 $ 753,181 4,138,474 9,135,000 (1) 54 612 $14,081,267 OVERLAPPING GENERAL FUND OBLIGATION DEBT: Santa Clara Count-’) General Fund Obligations Santa Clara County Board of Education Certificates of Participation Foothill-DeAnza Community College District Certificates of Participation City of Palo Alto Certificates of Participatiofa Mldpeninsula Regional Open Space District General Fund Obligations Santa Clara Valley Water District Certificates of Participation TOTAL OVERLAPPING GENERAL FUND OBLIGATION DEBT 0.272%%$1,326,340 0.262 51,898 0.800 251,080 3.570 488,912 0.492 489,590 0.272 542 912 $3,150,732 COMBINED TOTAL DEBT $17,213,999 (2) (1) Excludes assessment bonds to be sold. (2) Excludes tax and revenue anticipation notes, revenue, mortgage revenue and tax allocation bonds and non-bonded capital lease obligations. Ratios to 2001-02 Assessed Valuation: Direct Debt ($9.135,000) ..........................................................................1.95% Total Direct and Overlapping Tax and Assessment Debt ...........................3.01% Combined Total Debt ..................................................................................3.68% STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/01:$0 Source: California Municipal Statistics. -22- VALUATION OF PROPERTY WITHIN THE DISTRICT General The value of the land within the District is a critical factor in determining the investment quality of the 2002 Bonds. If a property owner defaults in the payment of an Assessment installment, the City’s only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent Assessment installments. See "SECURITY FOR THE 2002 BONDS - Covenant to Commence Superior Court Foreclosure" and "BOND OWNERS’ RISKS - Bankruptcy and Foreclosure Delays." Property Valuation’ Methods The County 2001-02 assessed valuation for each parcel in the District is set forth in APPENDIX A, together with the amount of the Assessment for each parcel and the resulting value to lien ratios. Assessed valuations do not necessarily reflect current market value. As provided by Article XIII A of the California Constitution (i.e., Proposition 13), county assessors’ assessed values are to reflect market value as of the date the property was last assessed (or 1975, which ever is more recent), increased by a maximum of 2% per year. Properties may be reassessed by the County only upon a change in ownership of existing property of at least 51% or new construction. The actual market value of parcels in the District, if sold at foreclosure, may be higher or lower than the Assessor’s assessed values, depending upon the date of the Assessor’s most recent assessment. The actual fair market value can be established only through an arms-length sale or a certified appraisal of the property within the District. Accordingly, the City commissioned the appraisal described below in order to estimate the value of the property in the District subject to the Assessments. The property values shown in the tables below are all based on the value conclusions contained in the Appraisal, rather than on the assessed values of the property in the District. Appraisal General. The City engaged Carneghi-Bautovich & Partners, Inc. of San Francisco, California (the "Appraiser") to prepare an appraisal report dated January 31, 2002 (the "Appraisal") of all of the property within the District. The Appraisal was prepared in conformity to the Uniform Standards of Professional Appraisal Practice of the Appraisal Institute. The Appraisal was not prepared in accordance with or intended to follow the appraisal standard proposed by the California Debt and Investment Advisory Commission. For a summary of the /~ppraisal see APPENDIX G - "EXECUTIVE SUMMARY OF APPRAISAL." The City makes no representation as to the accuracy or completeness of the. Appraisal. Assumptions and Methodology. The property rights appraised were of a fee simple interest, unencumbered by any special bond levies, including the lien of the Assessments or any other assessment districts or community facilities districts. The Appraisal was based on the assumptions and limiting conditions set forth in APPENDIX G, including the following: 1. The Appraiser conducted a "mass appraisal," where the value conclusions represent a probable average estimate of value for [each category of -23- property] within the District, and are not intended to represent the specific market value of any individual property in the District 2. The Appraisal assumes that the building square footage records provided by the City and information obtained from the City "Parcel Log" dated July 1986 are correct, as the Appraiser did not independently measure the buildings. The Appraiser was not provided with specific site area information, and the Appraisal did not address site-specific issues. The Appraiser’s inspection of the subject properties was limited to the exterior of the buildings from the public street. 3. The Appraiser appraised the fee simple interest for each [property category] based on the Sales Comparison Approach. The leased fee interest (i.e., the property interest subject to tenant leases) was not considered. The Income Approach to value was not used. The Appraisal recognized that the leased fee interest of the subject property could positively or negatively affect the value of the subject properties. 4. The value conclusions in the Appraisal are not intended to represent an aggregate bulk (discounted) valuation of the property in the District. At the request of the client, the Appraisal addresses the probably average range of individual market values of the property the District, reflecting a reasonable marketing period free of any compulsion to sell that property within a specified time period. Considering the quantity and magnitude of the subject properties, and anticipated future demand, it is likely that an extended selling period would be required to realize the appraised values if all the properties were marketed simultaneously. The aggregate retail values are presented for informational purposes only and do not represent the market value of the total properties sold in a single transaction. 5. The proposed Assessment. amount and allocations are found in the Engineer’s Report. The Appraiser assumed that the Bonds would total $ , and that the Improvements funded by the Series 2001 Bonds and the Series 2002 Bonds are complete and in place. The Appraiser assumed the Series 2001 Bonds would fund approximately $__ in Improvements, and the Series 2002 Bonds would fund approximately $__ in Improvements. 6. The parcel numbers and property ownership information used by the Appraiser were [based on information taken from the County Assessor’s records and provided to the Appraiser by the Assessment Engineer. 7. The lien of the Series 2001 Bonds and the Series 2002 Bonds has NOT been deducted from any of the market value conclusions contained in the Appraisal. Hence, the net realizable proceeds from the sale of the property subject to the lien of the Assessments may be less than the values stated in the Appraisal. The Appraisal valued the property in the District using the Sales Comparison Approach, which uses to indicate a value for the appraised property. Value Conclusions. The Appraiser estimated that, as of the January 22, 2002 date of value, the fee simple interest in the __ Parcels appraised had the following estimated values, based on a per square foot or per room value for each type of property appraised: Number of Value Land Use Category Properties Values Conclusion Office 558 sf 1 $650/sf $.__ -24- 1,166 to 3,579 sf 4,024 to 7,584 sf 8,100 to 9,416 sf 10,137 to 15,788 sf Subtotal: Commercial 450 to 1,875 sf 2,046 to 4,050 sf 4,275 to 7,950 sf 8,008 to 9,618 sf 10,000 to 12,085 sf 13,325 to 15,899 sf 16,342 to 18,866 sf 22,458 to 26,840 sf 29,530 to 36,750 sf Subtotal: Hotel Full service Residential Subtotal: Mixed Use 9,751 sf commercial 75 apartments c 3,995 sf commercial 46 apartments 10,890 sf commercial 1,509 sf residential 740 to 1,900 sf commercial 757 to 1,147 sf residential Subtotal: 12 600/sf 20 550/sf 500/sf 475/sf 51 5 600/sf 28 500/sf 20 475/sf 450/sf 435/sf 7 400/sf 350/sf 2 300/sf 250/sf 2 250,000/room _4 55,000/room 6 1 450/sf 135,000/unit 1 500/sf 140,000/unit 1 500/sf 350/sf 3 600/sf 350/sf 6 Total:$1,180,010,000 Value to Lien Ratios In comparing the aggregate appraised value of real property within the District and the principal amount of the 2001 Bonds and the 2002 Bonds, it should be noted that only real property upon which there is a delinquent Assessment can be foreclosed, and the real property within the District cannot be foreclosed upon as a whole to pay delinquent Assessments of the owners of such parcels unless all of the real property within the District is subject to a delinquent Assessment. In any event, individual parcels may be foreclosed upon to pay delinquent installments of the Assessments levied against such parcels. No assurance can be given that any of the value to lien ratios set forth below can or will be maintained during the period of time that the 2002 Bonds are outstanding. Overall Ratios Based on Appraised Values. The Appraiser estimated that the aggregate market value of the property within the District (using the methodology and assumptions set forth in the Appraisal) was $1,180,010,000 as of the January 22, 2002 date of value. The total Assessment is $45,728,678 on parcels with an unpaid Assessment lien: accordingly, the total value to lien ratio for the entire Assessment is 25.8 to 1 based on estimated value contained in the Appraisal. -25- The following table shows a summary of value to lien ratios for the District based on the value conclusions contained in the Appraisal. TABLE 5 SUMMARY OF VALUE TO LIEN RANGES BASED ON APPRAISED PROPERTY VALUES Percent of Total Value to Lien Ratio Number /Based on Entire Assessment)Of Parcels Ill Assessment Over 50 to 1 18 3.2% 25.00 - 49.99 to 1 87 32.8 10.00 - 24.99 to 1 104 59.7 ,3.00 - 9.99 to 1 3 4.2 Under 2.99 to 1 0 0.0 Unpaid amount = 0 J 0.0 Totals:216 100.0% [1]Excludes the parcels that have prepaid all phases of the Assessment. Source:Harris & Associates using values from the Appraisal. The following table shows a summary of value to lien ratios for each land use category in the District used by the Appraiser in arriving at the value conclusions in the Appraisal. TABLE 6 SUMMARY OF VALUE TO LIEN RATIOS BY PROPERTY TYPE BASED ON APPRAISED PROPERTY VALUES Property Type Care Facilities Galleries Theaters Hotels Civic Buildings Office Restaurant Retail Totals: Number Square Footage Value to Lien Of Parcels Rangg By Property Type [216]__ to 1 Source: Harris & Associates using values from the Appraisal. Value to Lien Ratios for Top 10 Property Owners. The following table shows a summary of the value to lien ratio for the ten largest property owners in the District. The ratios are shown based on the values set forth in the Appraisal (which was prepared based on land use category and not on individual value assessments for each parcel in the District). -26- Rank 1 TABLE 7 VALUE TO LIEN RATIOS FOR TEN LARGEST OWNERS Probable Appraised Average Value to Appraised Lien Value[2]Ratio[2] $3,270,000 163:1 4,420,000 44:1 $10,026 1,070,000 107:1 $30,078 920,000 31:1 $65,169 1,630,000 25:1 11,170,000 23:1 Owner’s Name Thoits Bros. Inc. Thoits Bros. Inc. Thoits Bros. Inc. Thoits Bros. Inc. Thoits Bros. Inc. Thoits Bros. Inc. Site Address 480 Lytton 469 University 437 Kipling 411 Kipling 271 University 156 University 540 Bryant 285 Hamilton 200 Hamilton 625 Emerson 619 Emerson Total Assessment $20,052 505 Hamilton 361 Lytton 181 Lytton 180 University 265 Lytton $100,260 $496,288 Current Property Use Mixed UseCommercial/ Office/Apts. Above Retail/Office (under construction) $180,468 $847,199 $305,794 $135,351 $I05fl73 $2,295,959 $651,691 Thoits Bros. Inc.4,100,000 23:1 Thoits Bros. Inc.21,470,000 25:1 Thoits Bros. Inc.6,060,000 20:1 Thoits Bros. Inc.3,240,000 24:1 Thoits Bros. Inc.3,170,000 30:1 Subtotal 60,520,000 26:1 2 505 Hamilton 14,630,000 22:1 Avenue Partners 505 Hamilton $150,390 4,170,000 28:1 Avenue Partners 505 Hamilton $265,690 8 880 000 33:1 Avenue Partners 505 Hamilton $736,912 9,190,000 12:1 Avenue Partners 505 Hamilton 290,755 6,550,000 23:1 Avenue Partners Subtotal $2,095,438 43,420,000 21:1 3 Pacific Bell Real 345 Hamilton $2,015,230 40,750,000 20:1 Offices/Processing Estate Office Equipment 4 CM Capital 525 University $1,769,593 80,510,000 46:1 Multi-story Offices Corporation 5 City of Palo Alto 425 Bryant $160,416 4,050,000 25:1 Vacant/Zoned Commercial 450 Bryant 8 200 000 37:1 City Senior Center 250 Hamilton 28,000,000 40:1 City Hall City of Palo Alto $220,572 City of Palo Alto $691L795 Subtotal $1,072,784 6 Cowper Square 520 Cowper $1,027,667 Partners 7 Casa, Olga 180 Hamilton $977,537 8 529 Bryant Street 529 Bryant $912,368 Partners LLC 40,250,000 38:1 15,500,000 15:1 4,620,000 5:1 20,520,000 22:1 17,010,000 24:1 2 590 000 23:1 19,600,000 24:1 Restaurant (University Coffee Car6) Commercial/Office (H&Q Asian Pacific) Commercial/Office Commercial/Office Commercial/Office (Bank) Commercial/Office (Investment Group) Commercial/Office (Compaq Headquarters) Retail (Ross Clothing) Garden Court Hotel/II Forhio Restaurant Full-Service Residential Care Facility OfFices 9 Alhouse-Hamilton 261 Hamilton $721,873 Restaurant Alhouse-Hamilton 541 Ramona $110,286 Restaurant Subtotal $832,159.66 10 Seabiscuit LLC Et 100 Hamilton $797,069 28,820,000 36:1 A1 Mixed use Retail/Office/ Stanford Apts. Above Represents property value information taken from the 2001-2 Secured Tax Roll for Santa Clara County, which represents property value for tax purposes, not market value of the real estate. Actual values may be higher or lower than assessed values. Represents property value information taken from the Appraisal, which was prepared based on land use category and not on individual value assessments for each parcel in the District. -27- Source: Harris & Associates, using values from the Appraisal. Delinquency Status The first payment of Assessment installments (for the 2001 Bonds) was due and delinquent on December 10, 2001. Delinquency information for this levy is not currently available from the County Assessor’s office. The City actually received 100% of the December 10, 2001 installment of the 2001-2002 assessment levy because of the County’s participation in the Teeter Plan. See "SECURITY FOR THE 2002 BONDS - Alternative Method of Tax Apportionment - Teeter Plan" above. Appeals History No appeals have been filed with respect to the Assessments since the formation of the District. -28- BONDOWNERS’ RISKS The following information should be considered by prospective investors in evaluating the 2002 Bonds. However, the following does not .purport to be an exhaustive listing of risks and other considerations which may be relevant to investing in the 2002 Bonds. In addition, the order in which the following information is presented is not intended to reflect the relative importance of any such risks. General Under the Bond Law, Assessment installments(which are used to pay debt service on the 2002 Bonds) will be billed on the regular property tax bills sent to owners of properties with unpaid Assessments. All Assessment installments are due and payable, and bear the same penalties and interest for non-payment, as do regular property tax installments. Assessment installments made will be in aggregate amounts for.the 2002 Bonds. See "SECURITY FOR THE 2002 BONDS - Assessments." Payments of Assessment installments made by the owners of parcels will be applied on a pro-rata basis to all 2002 Bonds for which the Assessment installments are due and could result in a lesser amount being applied to the Assessment installment due with respect to the 2002 Bonds if the amount paid by the property owners is less than the total Assessment installment. A property owner cannot pay the county tax collector less than the full amount due on the tax bill. Any unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies may also indicate an unwillingness or inability to make regular property tax payments and Assessment installment payments in the future. In order to pay debt service on the 2002 Bonds, it is necessary that Assessment installments are’ paid in a timely manner. Should the installments not be paid on time, the City has established a Reserve Fund from the proceeds of the 2002 Bonds to cover delinquencies. The Assessments are secured by a lien on the parcels within the District and the City has covenanted in certain circumstances to institute foreclosure proceedings to sell parcels with delinquent installments for amounts sufficient to cover such delinquent installments in order to obtain funds to pay debt service on the 2002 Bonds. Failure by owners of the parcels to pay Assessment installments when due, depletion of the Reserve Fund, delay in foreclosure proceedings, the discontinuance by the County of the Teeter Plan, or the inability of the City to sell parcels which have been subject to foreclosure proceedings for amounts sufficient to cover the delinquent installments of Assessments levied against such parcels may result in the inability of the City to make full or punctual payments of debt service on the 2002 Bonds and Bondowners would therefore be adversely affected. Owners Not Obligated to Pay 2002 Bonds or Assessments The Assessments do not constitute a personal indebtedness of the owners of the parcels within the District and the owners have made no commitment to pay the principal of or interest on the 2002 Bonds or to support payment of the 2002 Bonds in any manner. There is no assurance that the owners have the ability to pay the Assessment or any Assessment installments or that, even if they have the ability, they will choose to pay such installments. An owner may elect to not pay the Assessments or any Assessment installment when due and cannot be legally compelled to do so. If an owner decides it is not economically feasible to develop or to continue owning its property encumbered by the lien of the Assessment, or decides that for any other reason it does not want to retain title to the property, such owner may choose not to pay Assessments and to allow the property to be foreclosed. Such a choice may be made due to a decrease in the market value of the property, or for other reasons. A foreclosure of the property will result in such owner’s interest in the property being transferred to another party. Neither the City nor any Bondowner will have the ability at any -29- time to seek payment from the owners of property within the District of any Assessment or any principal or interest due ’on the 2002 Bonds, or the ability to control who becomes a subsequent owner of any property within the District. Bankruptcy and Foreclosure Delays Bankruptcy. The payment of Assessments and the ability of the City to foreclose the lien of a delinquent Assessment, as discussed in "SECURITY FOR THE 2002 BONDS - Covenant to Commence Superior Court Foreclosure," may be limited by bankruptcy, insolvency, or other laws generally affecting creditors’ rights or by State law relating to judicial foreclosure..In addition, the prosecution of a foreclosure could be delayed due to lengthy local court calendars or procedural delays. The various legal opinions to be delivered concurrently with the delivery of the 2002 Bonds (including Bond Counsel’s approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally. Although bankruptcy proceedings would not cause the Assessments to become extinguished, bankruptcy of a property owner, or anyone else who claims an interest in the property, could result in a delay in prosecuting superior court foreclosure proceedings and could result in delinquent Assessment installments not being paid in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the 2002 Bonds. Foreclosure Delays. Pursuant to the Bond Law, and as prescribed in the 2002 Bond Resolution, in the event of delinquency in the payment of any installment of the Assessment, the City covenants to commence an action in superior court to foreclose the lien of the Assessment within specified time limits. In such an action, the real property subject to the unpaid amount may be sold at judicial foreclosure sale. Such judicial foreclosure action is not mandatory. Amendments to the Bond Law enacted in 1988 and effective January 1, 1989 provide that under certain circumstances property may be sold upon foreclosure at a lesser Minimum Price or without a Minimum Price. "Minimum Price" as used in the Bond Law is the amount equal to the delinquent installments of principal or interest of the Assessment or, together with all interest penalties, costs, fees, charges and other amounts more fully detailed in the Bond Law. The court may authorize a sale at less than the Minimum Price if the court determines that sale at less than the Minimum Price will not result in an ultimate loss to the Bondholders or, under certain circumstances, if holders of 75% or more of the outstanding 2002 Bonds consent to such sale. There can be no assurance that foreclosure proceedings will occur in a timely manner so as to avoid a delay in payments of Debt Service on the 2002 Bonds. The City has covenanted for the benefit of the owners of the 2002 Bonds that under certain circumstances, the City will commence an action in the superior court to foreclose the lien of the delinquent installments of the Assessment against each parcel of land in the District for which such installment has been billed but has not been paid. In the event that sales or foreclosures of property are necessary, there could be a delay in payments to holders of the 2002 Bonds pending such sales or the prosecution of foreclosure proceedings and receipt by the City of the proceeds of sale if the other sources of payment for the 2002 Bonds, as set forth in the 2002 Bond Resolution, are depleted. See "SECURITY FOR THE 2002 BONDS - Covenant to Commence Superior Court Foreclosure." -30- Availability of Reserve Fund The City will establish a Reserve Fund with a portion of 2002 Bond proceeds. If a delinquency occurs in the Redemption Fund, the Fiscal Agent will transfer into the Redemption Fund an amount from the Reserve Fund needed to pay debt service on the 2002 Bonds. There is no assurance that the balance in the Reserve Fund will always be adequate to pay the debt service on the 2002 Bonds in the event of delinquent Assessment installments. If, during the period of delinquency, there are insufficient funds in the Reserve Fund to pay delinquent installments, a delay may occur in payments to the owners of the 2002 Bonds. See "THE 2002 BONDS - Establishment of Special Funds and Accounts" and SECURITY FOR THE 2002 BONDS - Reserve Fund." Limited Obligation Upon Delinquency The City’s obligation to advance moneys to pay 2002 Bond debt service in the event of delinquent Assessment installments will not exceed the balance in the Reserve Fund. The City has made an election in the Resolution of Intention not to be obligated to advance funds of the City for delinquent Assessment installments pursuant to Section 8769(b) of the Bond Law; the only obligation of the City is to transfer amounts available in the Reserve Fund. During the period of delinquency if there are insufficient funds in the Reserve Fund, a delay may occur in payments to Bondowners. Notwithstanding, the City may, at its sole option and at its sole discretion, elect to advance available surplus funds of the City to pay for any delinquent installments pending sale, reinstatement or. redemption of any delinquent property. Limitations on Enforceability of Remedies The payment of Assessment installments and the ability of the City to foreclose the lien of a delinquent Assessment may be limited by bankruptcy, insolvency, or other laws generally affecting creditors’ rights or by the laws of the State relating to judicial foreclosure. Although bankruptcy proceedings would not cause the Assessment liens to become extinguished, bankruptcy of a property owner, or anyone else who claims an interest in the property, could result in a delay in foreclosure proceedings. Such delay, particularly in the case of a major landowner in the District, would increase the likelihood of a delay and a default in payment of the principal of and interest on the 2002 Bonds, and the possibility of delinquent Assessment installments not being paid in full. Land Values The value of the land within the District is a critical factor in determining the investment quality of the 2002 Bonds. Ifa property owner defaults in the payment of an assessment installment, the City’s only remedy is to foreclose on the delinquent property in an attempt to obtain funds with which to pay the delinquent assessment installments. Reductions in District property values due to a downturn in the economy, natural disasters such as earthquakes or floods, stricter land use regulations or other events could have an adverse impact on the security for payment of the assessments. Assessed valuations do not necessarily reflect current market value. Therefore, the actual market value of parcels in the District, if sold at foreclosure, may be higher or lower than the Assessor’s assessed values, depending upon the date of the Assessor’s most recent assessment. The actual fair market value can be established only through an arms-length sale or a certified appraisal of the property within the District. A value determined by the County Assessor is an opinion with respect to the market value. No assurance can be given that if a parcel with delinquent installments of the Assessment is foreclosed, any bid will be received for such property or, if a bid is received, that such bid will be sufficient to pay delinquent installments of Assessments. -31- Ballot Initiatives From time to time constitutional initiatives or other initiative measures could be adopted by California voters. The adoption of any such initiative might place limitations on the ability of the State, the County or local districts to increase revenues or to increase appropriations, or on the ability of the landowners to complete their developments. Future Overlapping Indebtedness The ability of an owner of land within the District to pay the Assessments could be affected by the existence of other taxes and assessments imposed upon the property subsequent to the date of issuance of the 2002 Bonds. In addition, other public agencies whose boundaries overlap those of the District could, without the consent of the City, and in certain cases without the consent of the owners of the land within the District, impose additional taxes or assessment liens on the property within the District to finance public improvements to be located inside of or outside of the District. The Assessments and each installment thereof and any interest and penalties thereon constitute a lien against the parcels on which they were imposed until the same are paid. Such lien is subordinate to all fixed special assessment liens previously imposed upon the same property, but has priority over all private liens and over all fixed special assessment liens which may thereafter be created against the property. Such lien is co-equal to and independent of the lien for general taxes and any lien imposed under the Mello-Roos Community Facilities Act of 1982, as amended. Currently, there are no Mello-Roos liens or assessments (other than the Assessment) against property in the District. No Acceleration Provision The 2002 Bond Resolution does not contain a provision allowing for the acceleration of the principal of the 2002 Bonds in the event of a payment default or other default under the terms of the 2002 Bonds or the 2002 Bond Resolution. CONSTITUTIONAL LIMITATIONS ON TAXATION AND APPROPRIATIONS Property Tax Rate Limitations - Article XIIIA On June 6, 1978, the California voters added Article XIIIA to the California Constitution which limits the amount of any ad valorem taxes on real property to one percent (1%) of its full cash value, except that additional ad valorem property taxes may be levied to pay debt service on indebtedness approved prior to July 1, 1978 and (as a result of an amendment to Article XIIIA approved by California voters on June 3, 1986) on bonded indebtedness for the acquisition or improvement of real property which has been approved on or after July 1, 1978, by two-thirds of the voters voting on such indebtedness. Article XIIIA defines full cash value to mean "the county assessor’s valuation of real property as shown on the 1975-76 tax bill under full cash value, or thereafter, the appraised value of real property when purchased, newly constructed or a change in ownership has occurred after the 1975 assessment period." This cash value may be increased at a rate not to exceed 2% per year to account for inflation. The United States Supreme Court has upheld the validity of Article XIIIA in a case decided in June 1992. Article XIIIA as originally implemented has been amended to permit reduction of the "full cash value" base in the event of declining property values caused by damage, destruction or other factors, to provide that there would be no increase in the "full cash value" base in the -32- event of reconstruction of property damaged or destroyed in a disaster and in various other minor or technical ways. Legislation Implementing Article XIIIA Legislation has been enacted and amended a number of times since 1978 to implement Article XIIIA. Under current law, local agencies are no longer permitted to levy directly any ad valorem property tax. The 1% property tax is automatically levied annually by the county and distributed according to a formula among using agencies. The formula apportions the tax roughly in proportion to the relative shares of taxes levied prior to 1978. Any special tax to pay voter-approved indebtedness is levied in addition to the basic 1% property tax. Increases of assessed valuation resulting from reappraisals of property due to new construction, change in ownership or from the 2% annual adjustment are allocated among the various jurisdictions in the "taxing area" based upon their respective "situs."Any such allocation made to a local agency continues as part of its allocation in future years. Beginning in the 1981-82 fiscal year, assessors in California no longer record property values on tax rolls at the assessed value of 25% of market Value which was expressed as $4.00 per $100 of assessed value. All taxable property is now shown at full market value on the tax rolls. Consequently, the basic tax rate is expressed as $1 per $100 of taxable value. Property Tax Collection Procedures In California, property which is subject to ad valorem taxes is classified as "secured" or. "unsecured." The "secured roll" is that part of the assessment roll containing state-assessed public utilities’ property and property the taxes on which are a lien on real property sufficient, in the opinion of the county assessor, to secure payment of the taxes. A tax levied on unsecured property does not become a lien against such unsecured property, but may become a lien on certain other property owned by the taxpayer. Every tax which becomes a lien on secured property has priority over all other liens arising pursuant to State law on such secured property, regardless of the time of the creation of the other, liens. Secured and unsecured property are entered separately on the assessment roll maintained by the county assessor. The method of collect!ng delinquent taxes is substantially different for the two classifications of property. Property taxes on the secured roll are due in two installments, on November 1 and February 1 of each fiscal year. If unpaid, such taxes become delinquent on December 10 and April 10, respectively, and a 10% penalty attaches to any delinquent payment. In addition property on the secured roll with respect to which taxes are due is delinquent on or about June 30 of the fiscal year. Such property may thereafter be redeemed by payment of the delinquent taxes and a delinquency penalty, plus a redemption penalty of 1 1/2% per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the county tax collector. Historically, property taxes are levied for each fiscal year on taxable real and personal property situated in the taxing jurisdiction as of the preceding January 1. A bill enacted in 1983, SB 813 (Statutes of 1983, Chapter 498), however, provided for the supplemental assessment and taxation of property as of the occurrence of a change of ownership or completion of new construction. Thus, this legislation eliminated delays in the realization of increased property taxes from new assessments. As amended, SB 813 provided increased revenue to taxing jurisdictions to the extent that supplemental assessments of new construction or changes of ownership occur subsequent to the January 1 lien date. -33~ Property taxes on the unsecured roll are due on the January 1 lien date and become delinquent, if unpaid on the foIlowing August 31. A 10% penalty is also attached to delinquent taxes in respect of property on the unsecured roll, and further, an additional penalty of 1-1/2% per month accrues with respect to such taxes beginning the first day of the third month following the delinquency date. The taxing authority has four ways of collecting unsecured personal property taxes: (1) a civil action against the taxpayer, (2) filing a certificate in the office of the county clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer, (3) filing a certificate of delinquency for record in the county recorder’s office, in order to obtain a lien on certain property of the taxpayer, and (4) seizure and sale of personal property, improvements or possessory interests belonging or assessed to the assessee. The exclusive means of enforcing the payment of delinquent taxes in respect of property on the secured roll is the sale of the property securing the taxes to the State for the amount of taxes which are delinquent. Proposition 218 On November 5, 1996, the voters of the ’State approved Proposition 218, the so-called "Right to Vote on Taxes Act." Proposition 218 added Articles XIIIC and XIIID to the State Constitution, which contain a number of provisions affecting the ability of the City to levy and collect both existing and future taxes, assessments, fees and charges. Article XIIID requires that, beginning July 1, 1997, the proceedings for the levy of any assessment by the City (including, if applicable, any increase in such assessment or any supplemental assessment) must be conducted in conformity with the provisions of Section 4 of Article XIIID. Any challenge (including any constitutional challenge) to the proceedings or the assessment must be brought within 30 days after the date the assessment was levied. All of the Assessments securing the 2002 Bonds were levied according to the procedures and approval process requirements of Proposition 218. Article XIIIC removes limitations on the initiative power in matters of local taxes, assessments, fees and charges. Article XIIIC does not define the term "assessment’, and it is unclear whether this term is intended to include assessments (or assessments) levied under the Act. Furthermore, this provision of Article XIIIC is not, by its terms, restricted in its application to assessments which were established or imposed on or after July 1, 1997. In the case of the Assessments (which are pledged as security for payment of the 2002 Bonds), the laws of the State provide a mandatory, statutory duty of the City and the County Auditor to post installments on account of the Assessments to the property tax roll of the County each year while any of the 2002 Bonds are outstanding, in amounts equal to the principal of and interest on the 2002 Bonds coming due in the succeeding calendar year. The interpretation and application of Proposition 218 will ultimately be determined by the courts with respect to a number of the matters discussed above, and it is not possible at this time to predict with certainty the outcome of such determination. The City believes that the initiative power cannot be used to reduce or repeal the Assessments which are pledged as security for payment of the 2002 Bonds or to otherwise interfere with performance of the mandatory, statutory duty of the City and the County Auditor with respect to the Assessments which are pledged as security for payment of the 2002 Bonds. CONTINUING DISCLOSURE The City has covenanted for the benefit of owners of the 2002 Bonds to .provide certain financial information and operating data relating to the District by not later than March 1 of each year, beginning on March 1, 2003 with its report for the 2001-2002 fiscal year (the "Annual -34- Report") and to provide notices of the occurrence of certain enumerated events. The City will file each Annual Report with’each Nationally Recognized Municipal Securities Information Repository. The City will file notices of material events with the Municipal Securities Rulemaking Board. These covenants have been made in order to assist the Underwriter in complying with Securities Exchange Commission Rule 15c2-12(b)(5) (the "Rule"). The specific nature of the information to be contained in the Annual Report or the notices of material events by the City is summarized in "APPENDIX D - FORM OF CONTINUING DISCLOSURE CERTIFICATE." The City has never failed to comply in all material respects with its prior undertakings under the Rule. LEGAL OPINION The proceedings in connection with the issuance of the 2002 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. A copy of the legal opinion, certified by the official in whose office the original is filed, will be printed on each 2002 Bond. Certain legal matters will also be passed upon for the City by Jones Hall as Disclosure Counsel. The fees of Bond Counsel and Disclosure Counsel are contingent upon the issuance and delivery of the 2002 Bonds. TAX MATTERS In the opinion of Jones Hall, A Professior~al Law Corporation, San Francisco, California, Bond Counsel, subject, however, to the qualifications set forth below, under existing law, the interest on the 2002 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 opinion set forth in the preceding sentence is subject to the condition that the City comply with all requirements of the Code that must be satisfied subsequent to the issuance of the 2002 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 2002 Bonds. In the further opinion of Bond Counsel, interest on the 2002 Bonds is exempt from California personal income taxes. Owners of the 2002 Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the 2002 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 2002 Bonds other than as expressly described above. NO LITIGATION There is no action, suit, or proceeding known by the City to be pending or threatened at the present time restraining or enjoining the delivery of the 2002 Bonds or the collection of -35- Assessments levied by the City in the District or in any way contesting or affecting the validity of the 2002 Bonds, the 2002 Bond Resolution or any proceedings of the City taken with respect to the execution or delivery of the 2002 Bonds or the 2002 Bond Resolution. RATING Standard & Poor’s Ratings Service ("S&P") has assigned an underlying municipal bond rating of "__" to the 2002 Bonds. This rating reflects only the view of S&P and explanation of the significance of the rating may be obtained from S&P as follows: Standard & Poor’s Ratings Service, 55 Water Street, New York, New York 10041, telephone: (212) 438-2124. There is no assurance that this rating will continue for any given period of time or that it will not be revised downward or Withdrawn entirely by the rating agency, if, in the judgment of such agency, circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the 2002 Bonds. The City has no obligation to maintain any rating for the 2002 Bonds. UNDERWRITING Pursuant to a competitiv6 bidding process, , the Underwriter of the 2002 Bonds, has agreed to purchase the 2002 Bonds from the City at a purchase price of $(representing the par amount of the 2002 Bonds, less an Underwriter’s discount of $). The Underwriter will purchase all of the 2002 Bonds if any are purchased. The obligation of the Underwriter to make such purchase is subject to certain terms and conditions set forth in the Notice of Sale pursuant to which the bid was made and accepted by the City. The public offering prices of the 2002 Bonds may be changed from time to time by the Underwriter. The Underwriter may offer and sell 2002 Bonds to certain dealers and others at a price lower than the offering price stated on the cover page of this Official Statement. City. EXECUTION The execution and delivery of this Official Statement has been duly authorized by the CITY OF PALO ALTO By:/s/Carl L. Yeats Director of Administrative Services -36- APPENDIX A LISTING OF PARCELS AND ASSESSMENTS APPENDIX B CITY AND COUNTY GENERAL INFORMATION CITY OF PALO ALTO General Economic Data Date of Incorporation April 16, 1894 Incorporated as Charter City July 1, 1909 Form of Government Council-Manager Population 60,835 Land Area (square miles)25.98 City Maintained Trees 38,094 Police Protection: No, of Station(s)1 No. of Full-Time Positions 176 No. of Police Patrol Vehicles 33 Fire Protection: No. of Station(s)8 No. of Full-Time Positions 130 No. of Fire Apparatus 24 No. of Fire Hydrants 1,729 Community Services.~ Acres- Downtown Parks 170 Acres- Open Space 3,731 Parks 33 Golf Course 1 Tennis Courts 52 Athletic Center 1 Community Centers 4 Theaters 3 Cultural Center 1 Junior Museum and Zoo 1 Swimming Pools 1 Nature Centers 2 Libraries 6 No. of Housing Units 26,048 Commercial and Industrial Space 27.3 million square feet Municipal Utility Plants: Water: Millions of CCF Sold 5.9 Accounts 19,335 Miles of Water Mains 222 Wastewater: Millions of Gallons Processed 9,243 Accounts 21,752 Miles of Sanitary Sewer Lines 218 Electric: Millions of KWH Sold 1,057 Accounts 28,097 Pole Miles of Overhead Lines 227 Trench Miles of Underground Lines 220 Gas: Millions of Therms Sold 36.7 Accounts 23,101 Miles of Gas Mains 201 Source: City of Palo Alto, Comprehensive Annual Financial Report, Fiscal Year ending june 30, 2001. B-1 Government and Services 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 35 parks, 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 eight fire stations providing services throughout the community. Population The following table shows a historical comparison of the respective populations of the City, the County and the State of California since 1980. CITY OF PALO ALTO, SANTA CLARA COUNTY, AND STATE OF CALIFORNIA Population Comparison City of Percent Santa Clara Percent State of Percent Year Palo Alto Chang~Counts~C han.g~_California Chang~ 1980 55,225 --1,295,071 --23,668,562 -- 1990 55,900 1.2%1,497,577 15.6%29,760,021 24.9 1996 58,500 4.7 1,683,300 12.4 32,232,000 8.9 1997 59,900 2.4 1,671,400 (0.7)32,670,000 1.4 1998 60,500 1.0 1,701,400 1.8 33,226,000 1.7 1999 61,200 1.2 1,717,600 1.0 33,766,000 1.6 2000 58,900 (3.8)1,698,800 (1.1)34,207,000 1.3 2001 60,800 3.2 1,723,700 1.5 34,818,000 1.8 Sources: U.S. Department of Commerce, Bureau of the Census (1980, 1990 and 2000): State Department of Finance (1996- 1999 and 2001). B-2 Building Activity The following table shows the number and valuation of building permits in the City for the past ten fiscal years. CITY OF PALO ALTO Building Permits and Valuation (Dollars in Thousands) Commercial & Industrial Residential All Others Fiscal Property No. of No. of No. of Year Values Permits Valuation Permits Valuation Permits Valuation 1992 $6,949,429 366 $82,902 1,087 $38,101 63 $2,692 1993 7,443,688 395 71,167 1,079 33,065 65 2,506 1994 7,592,131 400 64,001 1,081 37,284 96 3,823 1995 7,795,396 384 44,471 1,032 35,563 72 7,055 1996 8,058,927 410 72,271 1,194 58,262 89 I1252 1997 8,206,532 377 94,485 1,095 57,617 I06 5,874 1998 8,885,623 374 136,761 1,154 ’ 61,316 80 6,704 1999 9,623,868 330 73,462 1,167 71,989 I06 47,325 2000 I0,533,778 428 127,107 I,I13 139,674 371 23,113 2001 II,609,915 820 157,088 2,599 78,345 25 4,200 Sources.Property values: Santa Clara County: permit information: City of Palo Alto. Planning and Community Environment Department Santa Clara County Income Owing to the presence of relatively high-wage skilled jobs and wealthy residents, the County historically achieves high rankings among all California counties on a variety of income measurements. As reported in the 2000 Sales & Marketing Management magazine "Survey of Buying Power," the County’s 2000 median household effective buying income of $72,124 was the highest among California counties. Since 1982, the median household effective buying income for the County has consistently exceeded that of California and the United States. "Effective buying income" ("EBI") is a classification developed exclusively by Sales & Marketing Management magazine to distinguish it from other sources reporting income statistics. EBI is defined as "money income" less personal tax and nontax payments - a number often referred to as "disposable" or "after-tax" income. Money income is the aggregate of wages and salaries, net farm and nonfarm self-employment income, interest, dividends, net rental and royalty income, Social Security and railroad retirement income, other retirement and disability income, public assistance income, unemployment compensation, Veterans Administration payments, alimony and child support, military family allotments, net winnings from gambling and other periodic income. Money income does not include money received from the sale of property (unless the recipient is engaged in the business of selling property); the value of "in-kind" income such as food stamps, public housing subsidies, medical care, employer contributions for persons, etc.; withdrawal of bank deposits; money borrowed; tax refunds; exchange of money between relatives living in the same household; gifts and lump-sum inheritances, insurance payments, and other types of lump-sum receipts. EBI is computed by deducting from money income all personal income taxes (federal, state and local), personal contributions to social insurance (Social Security and federal retirement payroll deductions), and taxes on owner-occupied nonbusiness real estate. B-3 CITY, COUNTY, STATE AND UNITED STATES Effective Buying Income Year 1996 1997 Total Effective Buying Median Household Area Income ($000)Effective Buying Income City of Palo Alto $1,725,347 $55,311 Santa Clara County 30,823,435 49,298 State of California 492,516,991 35,216 United States 4,161,512,384 33,482 City of Palo Alto $2,037,829 $62,082 Santa Clara County 36,500,763 54,407 State of California 524,439,600 36,483 United States 4,399,998,035 34,618 1998 City of Palo Alto $2,235,446 $67,180 Santa Clara County 39,640,732 57,144 State of California 551,999,317 37,091 United States 4,621,491,738 35,377 1999 City of Palo Alto $2,295,477 $72,370 Santa Clara County 42,267,784 61,122 State of California 590,376,663 39,492 United States 4,877,786,658 37,233 2000 City of Palo Alto $2,548,711 $87,037 Santa Clara County 47,115,360 72,124 State of California 652,190,287 44,464 United States 5,230,824,904 39,129 Source: Sales & Marketing Management "Survey of Buying Power." Employment The following table shows major employers in the Palo Alto area as of March 31, 2001. CITY OF PALO ALTO Major Employers As of March 31, 2001 Name of Company Products/ Services No. of Employees Stanford Space Systems/LORAL Palo Alto Medical Foundation Foothill College VA Polo Alto Health Care Roche Pharmaceuticals Agilent Technologies Hewlett Packard Company City of Polo Alto Lucile Packard Children’s Health Svcs. Palo Alto Unified School District Stanford University Hospital Education Research &Development Health Care Education Health Care Pharmaceutical Mfg. Electronics Electronics City Government Health Care Education Health Care 5,000+ 3,000-5,000 1,500+ 1,000-1,500 1,000+ 1,000+ 1,000+ 1,000+ 1,000+ 750 to 1,000 750 to 1,000 750 to 1,000 Source: Polo Alto Chamber of Commerce B-4 The table below outlines ’labor force information for the County. COUNTY OF SANTA CLARA Employment Rates and Employment by Industry 1996 1997 1998 1999 2000 Civilian Labor Force (1)895,000 937,500 958,800 965,500 1,003,900 Employment 862,800 909,200 927,900 936,300 984,000 Unemployment 32,200 28,300 30,900 29,200 19,900 Unemployment Rate 3.6%3.0%3.2%3.0%2.0% Wage & Salary Employment: Total All Industries (2)885,000 931,700 961,500 976,600 1,030,500 Agriculture 5,100 5,100 5,200 5,300 5,300 Mining 100 100 100 100 200 Construction 32,700 37,300 41,700 45,500 48,700 Manufacturing 245,900 258,200 261,300 250,700 260,200 Transportation, Public Utilities 25,400 27,200 28,300 28,300 29,100 Wholesale Trade 52,400 56,000 56,400 56,000 56,400 Retail Trade 122,200 126,700 130,100 134,000 139,300 Finance, Insurance, Real Estate 30,000 30,600 31,800 32,300 32,100 Services 283,900 301,800 317,800 332,900 364,500 Government 87,400 88,500 88,900 91,400 94,700 (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. Source’ State of California Employment Development Department Commercial Development During the first two quarters of calendar year 2001, total sales tax revenues in the City amounted to $8,948,730, an 11% decrease from the sales tax revenues for the first two quarters of calendar year 2000. The following table shows a~nnual sales tax revenues for the City for the last five years and the first two quarters of 2000-01. CITY OF PALO ALTO Sales Tax Revenues 1st & 2d Q. 1996 1997 1998 1999 2000 2001 Apparel Stores $ 953,197 $ 992,026 $1,032,406 $1,155,528 $1,303,284 $ 650,098 Department Stores 2,433,319 2,821,052 2,758,758 2,863,543 3,104,704 1,281,902 Furniture/Appliance 1,067,197 1,159,748 1,148,431 346,464 375,351 144,350 Drug Stores 163,495 211,342 136,618 165,077 230,613 128,750 Recreation Products 290,722 318,361 314,138 348,967 369,939 164,582 Florist/Nursery 43,787 46,214 81,679 104,170 106,769 53,492 Miscellaneous Retail 1,426,493 1,685,460 1,899,791 2,170,812 2,557,252 980,738 Restaurants 1,811,171 1,958,925 2,082,419 2,289,402 2,511,032 1,161,305 Food Markets 315,283 336,903 346,451 357,305 365,133 172,301 Liquor Stores 37,732 42,769 47,820 55,803 62,928 39,785 Food Processing 16,597 14,709 12,135 816 615 110 Equipment Auto Parts/Repair 170,239 199,058 186,909 172,760 181,193 86,453 B-5 Auto Sales - New 1,497,169 1,813,601 2,124,141 2,420,424 Auto Sales - Used 100,687 116,174 127,794 134,399 Service Stations 322,081 283,312 274,764 287,577 Misc. Vehicle Sales 12,032 (44,089)(23,766)62,929 Building Materials - Whsle 79,837 79,241 60,963 56,329 Building Materials - Retail 157,095 169,152 169,842 151,529 Retail Store Totals 10,898,133 12,203,958 12,781,293 13,143,834 Business to Business 4,050,717 4,149,289 3,944,535 5,523,977 Miscellaneous 166,495 197,787 187,305 199,222 Total $15,115,345 $16,551,034 $16,913,133 $18,867,033 Percentage Change N/A 9.5%2.2%11.6% Source: MBIA MuniServices Sales Tax Analysis and Reporting Service for the City of Palo Alto. 2,916,177 1,249,042 224,791 97,190 329,534 183,796 193,471 85,054 57,396 31,138 190,055 92,692 15,080,237 6,602,778 6,074,739 2,297,091 198,997 48,861 $21,353,973 $ 8,948,730 13.2%N/A B-6 APPENDIX C FORM OF BOND COUNSEL OPINION [LETTERHEAD OF JONES HALL] ,2002 City Council City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 OPINION: $36,417,980.59" Limited Obligation Improvement Bonds, City of Palo Alto University Avenue Area Off-Street Parking Assessment District, Series 2002- A Members of the Council: We have acted as bond counsel in connection with the issuance by the City of Palo Alto (the "City") of the $36,417,980.59" Limited Obligation Improvement Bonds, City of Palo Alto University Avenue Area Off-Street Parking Assessment District, Series 2002-A (the "Bonds"), pursuant to the Municipal Improvement Act of 1913, and the Improvement Bond Act of 1915, Divisions 12 and 10, respectively, of the Streets and Highways Code of California, as amended and modified by other applicable laws and a resolution of the City Council of the City (the "2002 Bond Resolution") adopted on March 4, 2002. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the City contained in the 2002 Bond Resolution and in the certified proceedings and certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The City is duly created and validly existing as a municipal corporation and chartered city of the State of California duly organized and validly existing under and by virtue of the Constitution and the laws of the State of California, with the power to adopt the 2002 Bond Resolution and perform the covenants on its part contained therein and issue the Bonds. 2.The 2002 Bond Resolution has been duly adopted by the City. 3. The Bonds have been duly authorized, executed and delivered by the City and are valid and binding special limited obligations of the City, payable solely from the sources provided therefor in the 2002 Bond Resolution. 4. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; ~t should be noted, 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 sentence are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon 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 interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. The interest on the Bonds is exempt from personal income taxation imposed by the State of California. The rights of the owners of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in appropriate cases. Respectfully submitted, *preliminary, subject to change A Professional Law Corporation C-2 APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE $ LIMITED OBLIGATION IMPROVEMENT BONDS CITY OF PALO ALTO UNIVERSITY AVENUE AREA OFF-STREET PARKING ASSESSMENT DISTRICT SERIES 2002-A CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (this "Disclosure Certificate") is executed and delivered by the City of Palo Alto (the "City") in connection with the execution and delivery of the bonds captioned above (the "2002 Bonds"). The City covenants as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the 2002 Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms have the following meanings: "Annual Report" means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Dissemination Agent" means the City or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation. "Listed Events" means any of the events listed in Section 5(a) of this Disclosure Certificate. "National Repository" means any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. Information on the National Repositories as of a particular date is available on the Securities and Exchange Commission’s Internet site at www.sec.gov. "Participating Underwriter" means any of the original underwriters of the 2002 Bonds required to comply with the Rule in connection with offering of the 2002 Bonds. "Report Date" means seven months after the end of the City’s fiscal year (currently January 31, based on the City’s current fiscal year end of June 30). "Repository" means each National Repository and each State Repository. "Rule" means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. D-1 "State Repository" means any public or private repository or entity designated by the State of California as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no State Repository. Section 3. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination Agent to, not later than the Report Date, commencing on March 1, 2003 with the report for the 2001-02 Fiscal Year, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than 15 Business Days prior to the Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the Report Date, if not available by the Report Date. If the City’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). (b) If the City is unable to provide to the Repositories an Annual Report by the Report Date, the City shall send a notice to the Mun. icipal Securities Rulemaking Authority and the appropriate State Repository, if any, in substantially the form attached as Exhibit A. (c)The Dissemination Agent shall: (i) determine each year prior to the Report Date the name and address of each National Repository and each State Repository, if any: and (ii)if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. Section 4. Content of Annual Reports. The City’s Annual Report shall contain or incorporate by reference the following: 1.Principal amount of 2002 Bonds outstanding. 2.Balance in the Improvement Fund or construction account. 3.Balance in debt service reserve fund, and statement of the reserve fund requirement.Statement of projected reserve fund draw, if any. Bonds. Balance in other funds and accounts held by City related to the 2002 5. Additional debt authorized by the City and payable from or secured by assessments with respect to property within the Assessment District. 6. The assessment delinquency rate, total amount of delinquencies, number of parcels delinquent in payment. D-2 7. The following information shall be reported as of the last day of the month immediately preceding the date of the Annual Report rather than as of June 30th: the identity of each delinquent taxpayer responsible for 5% or more of total special tax/assessment levied, and the following information: assessor parcel number, assessed value of applicable properties, amount of Assessment levied, amount delinquent by parcel number and status of foreclosure proceedings. If any foreclosure has been completed, summary of results of foreclosure sales or transfers. 8.Most recently available assessed value of all parcels subject to the assessment. 9. Audited financial statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City’s audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 2(a), the Annual Report shall contain unaudited financial statements in a format similar to that used for the City’s audited financial statements, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available; provided, that in each Annual Report or other filing containing the City’s financial statements, the following statement shall be included in bold type: THE CITY’S ANNUAL FINANCIAL STATEMENT IS PROVIDED SOLELY TO COMPLY WITH THE SECURITIES EXCHANGE COMMISSION STAFF’S INTERPRETATION OF RULE 15C2-12. NO FUNDS OR ASSETS OF THE CITY OF PALO ALTO (OTHER THAN THE PROCEEDS OF THE ASESSMENTS LEVIED FOR THE DISTRICT AND SECURING THE 2002 BONDS) ARE REQUIRED TO BE USED TO PAY DEBT SERVICE ON THE 2002 BONDS AND THE CITY IS NOT OBLIGATED TO ADVANCE AVAILABLE FUNDS FROM THE CITY TREASURY TO COVER ANY DELINQUENCIES. INVESTORS SHOULD NOT RELY ON THE FINANCIAL CONDITION OF THE CITY IN EVALUATING WHETHER TO BUY, HOLD OR SELL THE 2002 BONDS. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues with respect to which the City is an "obligated person" (as defined by the Rule), which have been filed with each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. (a) The City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2002 Bonds, if material: (1) (2) (3) (4) (5) Principal and interest payment delinquencies. Non-payment related defaults. Unscheduled draws on debt service reserves reflecting financial difficulties. Unscheduled draws on credit enhancements reflecting financial difficulties. Substitution of credit or liquidity providers, or their failure to perform. D-3 (6)Adverse tax opinions or events affecting the tax-exempt status of the security. (7)Modifications to rights of security holders. (8)Contingent or unscheduled bond calls. (9)Defeasances. (10)Release, substitution, or sale of property securing repayment of the securities. (11) Rating changes. (b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall as soon as possible determine if such event would be material under applicable Federal securities law. (c) If the City determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the City shall promptly file a notice of such occurrence with the Municipal Securities Rulemaking Board and each State Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected 2002 Bonds pursuant to the Indenture. Section 6. Termination of Reporting Obligation. The City’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the 2002 Bonds. tf such termination occurs prior to the final maturity of the 2002 Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 7. Dissemination Agent., The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. Section 8. Amendmentl Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the 2002 Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the 2002 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by holders of the 2002 Bonds in the manner provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) does not, in the opinion of the Trustee or nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the 2002 Bonds. D-4 If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to ’the provisions hereof, the first annual financial information filed pursuant to this Disclosure Certificate containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the Repositories in the same manner as for a Listed Event under Section 5(c). Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate any holder or beneficial owner of the 2002 Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture or the Lease, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the 2002 Bonds. D-5 Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriters and holders and beneficial owners from time to time of the 2002 Bonds, and shall create no rights in any other person or entity. Date:,2002 CITY OF PALO ALTO By: Director of Administrative Services D-6 Name of Issuer: Name of Bond Issue: EXHIBIT A City of Palo Alto $. Limited Obligation Improvement Bonds, City of Palo Alto University Avenue Area Off-Street Parking Assessment District Series 2002-A Date of Issuance:,2002 NOTICE IS HEREBY GIVEN that the City of Palo Alto (the "City") on behalf of City of Palo Alto University Avenue Area Off-Street Parking Assessment District has not provided an Annual Report with respect to the above-named bonds as required by the Continuing Disclosure Certificate dated __, 2002 executed by the City in connection with the issuance of the bonds. The City anticipates that the Annual Report will be filed by Dated: cc: City of Palo Alto CITY OF PALO ALTO By: Director of Administrative Services D-7 APPENDIX E BOOK-ENTRY SYSTEM The 2002 Bonds will be issued in book-entry form. DTC will act as securities depository for the 2002 Bonds. The 2002 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee). One fully-registered 2002 Bond will be issued for each maturity of each Series in the total aggregate principal amount due at maturity and will be deposited with DTC. DTC 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 securities that its participants (the "Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants’ accounts, thereby eliminating the need for physical movement .of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. Purchases of the 2002 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2002 Bonds on DTC’s records. The ownership interest of each actual purchaser of each 2002 Bond (the "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, but Beneficial Owners are 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 interest in the 2002 Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the 2002 Bonds, except in the event that use of the book-entry system for the 2002 Bonds is discontinued. To facilitate subsequent transfers, all 2002 Bonds deposited by Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. The deposit of 2002 Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2002 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such 2002 Bonds are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. 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 require- ments as may be in effect from time to time. Redemption notices will be sent to Cede & Co. If less than all of the 2002 Bonds 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. Neither DTC nor Cede & Co. will consent or vote with respect to the 2002 Bonds. Under its usual procedures, DTC will mail an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the 2002 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). E-1 Principal of and sinking fund and interest payments on the 2002 Bonds will be made to DTC. DTC’s practice is to credit Direct Participants’ accounts on each payable date in accordance with their respective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payment on the date payable. 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, the City, or the Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the City or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the 2002 Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, security certificates are required to be printed and delivered as described in the Indenture. The Authority may decide to discontinue use of the. system of book-entry transfers through DTC (or a successor securities depository). In that event, 2002 Bonds will be printed and delivered as described in the Indenture. The Authority cannot and does not give any assurances that DTC will distribute to Participants, or that Participants or others will distribute to the Beneficial Owners, payments of principal of and interest and premium, if any, on the 2002 Bonds paid or any redemption or other notices or that they will do so on a timely basis or will serve and act in the manner described in this Official Statement. Neither the City, the Authority nor the Trustee is responsible or liable for the failure of DTC or any Direct Participant or Indirect Participant to make any payments or give any notice to a Beneficial Owner with respect to the 2002 Bonds or any error or delay relating thereto. The foregoing description of the procedures and record keeping with respect to beneficial ownership interests in the 2002 Bonds, payment of. principal of and interest and other payments with respect to the 2002 Bonds to Direct Participants, Indirect Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in such 2002 Bonds and other related transactions by and between DTC, the Direct Participants, the Indirect 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 Direct Participants, the Indirect 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 Participants, as the case may be. SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE 2002 BONDS, AS NOMINEE OF DTC, REFERENCES IN ’THIS OFFICIAL STATEMENT TO THE BONDHOLDERS WILL MEAN CEDE & CO., AND NOT THE BENEFICIAL OWNERS OF THE 2002 BONDS. E-2 APPENDIX F SPECIMEN FINANCIAL GUARANTY INSURANCE POLICY APPENDIX G EXECUTIVE SUMMARY OF APPRAISAL APPENDIX H ASSESSMENT DIAGRAM EXHIBIT B FORM OF BOND Registered Number A, Off-Street United States of America State of California County of Santa Clara LIMITED OBLIGATION IMPROVEMENT BOND CITY OF PALO ALTO University Avenue Area Parking Assessment District Series 2002-A Registered INTEREST RATE MATURITY DATE REGISTERED OWNER: PRINCIPAL AMOUNT: *** DATED DATE April 4, 2002 CUSIP DOLLARS*** Under and by virtue of the Improvement Bond Act of 1915, Division i0 (commencing with Section 8500) of the Streets and Highways Code (the "Act")the City of Palo Alto (the City) County of Santa Clara, State of California, will, out of the redemption fund for the payment of the bonds issued upon the unpaid portion of assessments made for the acquisition, work and improvements more fully described in proceedings taken pursuant to Resolution of Intention No. 8034 adopted by the City Council of the City on January 22, 2001, pay to the registered 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 (each an ~Interest Payment Date") in each year commencing on March 2, 2003. This Bond bears interest from the interest payment date next preceding its date of authentication and registration unless it is authenticated and registered (i) prior to an Interest Payment Date and after the close of business of the fifteen day preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (ii) prior to the close of business on the fifteenth day of the calendar month preceding March 2, 2000, in which event it shall bear interest from its date, until payment of such principal sum shall have been discharged. 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, N.A., as Authentication Agent, Registrar, Transfer and Paying Agent (the ~Agent"), in Los Angeles, 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 EXHIBIT B Page 1 redemption premiums, if any, shall be payable at the office of the Agent specified above and interest shall be paid by check, draft or warrant mailed to DTC, or any successor depository, or in the event of termination 0f 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 $i,000,000 or more in aggregate principal amount of Bonds, such request having been made before fifteen 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 it is presented at maturity and payment thereof 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 thereon will run until maturity. This bond shall not be entitled to any benefit under the Act and the Resolution Authorizing of Issuance of Limited Obligation Improvement Bonds, adopted by the City Council on March 4, 2002 (the "Resolution of Issuance"), or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been dated and signed by the Agent. This bond is one of several annual series of bonds of like date,r tenor, and effect, but differing in amounts, maturities and interest rates, issued by the City under the Act and the Resolution of Issuance for the purpose of providing means for paying for the improvement bonds described in the proceedings,and is secured by the moneys in the redemption fund and by the unpaid portion of assessments made for the payment of those improvements, and, including principal and interest, is payable exclusively out of the redemption fund. This bond is transferable by the registered owner hereof, in person or by the owner’s attorney duly authorized in writing, at the office of the Agent, subject to the terms and conditions provided in the Resolution of Issuance, including the payment of certain charges, if any, upon surrender and cancellation of this bond. Upon 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 therefor. Bonds shall be registered only in the name of an individual (including joint owners), a corporation, a partnership, or a trust. Neither the City nor the Agent shall be required to exchange or to register the transfer of bonds during the 15 days immediately preceding any Interest Payment Date. The City and the Agent may treat the registered 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. This bond or any portion of it in the amount of five thousand dollars ($5,000), or any integral multiple thereof, may be redeemed and paid in advance of maturity upon the second day of March or September in any year by giving at least 30 days’ notice by registered or certified mail or personal service to the registered owner hereof at the registered owner’s address as it appears on the registration books of the Agent and by paying principal and accrued interest and at a redemption price as follows: Redemption Dates March 2, 20__ - September 2, 20__ March 2, 20__ - September 2, 20__ March 2, 20__ and thereafter Redemption Price (%) 102 i01 i00 The bonds maturing on September 12, 20__ are subject to mandatory redemption, in part by lot, on September 2 in each year, commencing September 2, 20__, from sinking fund payments from the redemption fund at a redemption price equal to the principal amount thereof to be redeemed, without premium, as follows: Sinking Fund Redemption Date (September 2) 20__ 20__ 20__ 20__ (maturity) Principal Amount To Be Redeemed(S) This Bond is a Limited Obligation Improvement Bond because, under the Resolution of Issuance, the City is not obligated to advance funds from 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 ~epresentative 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. EXHIBIT B Page 3 IN WITNESS W~EREOF, the City of Palo Alto has caused this bond to be signed in facsimile by the Director of Administrative Services of the City and by its City Clerk, and has cause its corporate seal to be reproduced in facsimile hereon all as of day of 2002. CITY OF PALO ALTO Director of Administrative Services City Clerk [SEAL] EXHIBIT B Page 4 CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the bonds described in the within mentioned Resolution of Issuance. Dated:, 2002 U.S. BANK, N.A., as Agent By : Authorized Officer EXHIBIT B Page 5 ABBREVIATIONS The following abbreviations, when used i~ the inscription on the face of this bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM TEN ENT JT TEN as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -Custodian (Cust)(Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list For value received, assign and transfer unto ASSIGNMENT the undersigned do(es) hereby sell, (Name, Address and Tax Identification or Social Security Number of Assignee) the within mentioned Bond and her’eby irrevocably constitute(s) and appoint(s),attorney,to transfer the same on the registration books of the Agent,with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: The signature(s) on this assignment must correspond with the name(s) as written on the face of the registered Bond in every particular without alteration or enlargement or any change whatsoever. EXHIBIT B Page 6 EXHIBIT C PUBLIC SALE DOCUMENTS LIMITED OBLIGATION IMPROVEMENT BONDS CITY OF PALO ALTO UNIVERSITY AVENUE AREA OFF-STREET PARKING ASSESSMENT DISTRICT SERIES 2002-A Official Notice of Sale ........................................C-2 Proposal for Purchase .........................................C-12 Notice Inviting Bids ..........................................C-14 Notice of Intention ......................~ ....................C-15 Certificate of Award ..........................................C-16 Certificate of Award - Attachment 1 ...........................C-17 Certificate of Award - Attachment 2 ...........................C-18 EXHIBIT C Page 1 OFFICIAL NOTICE OF SALE OF NOT TO EXCEED $36,322,000* LIMITED OBLIGATION IMPROVEMENT BONDS CITY OF PALO ALTO UNIVERSITY AVENUE AREA OFF-STREET PARKING ASSESSMENT DISTRICT SERIES 2002-A NOTICE IS HEREBY GIVEN that sealed, fax and electronic bids for the purchase of $36,322,000*par value of the captioned bonds (the ~Bonds")of the City of Palo Alto (the ~City") of Santa Clara, County (the ~County"),California, will be received as follows: BID TIME:Thursday, March 21, 2002, at 10:00 o’clock a.m. (Pacific Standard 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" below. PLACE: SEALED BIDS: Offices of Stone & Youngberg LLC 50 California Street, 35th Floor, San Francisco, California, 94111 (the ~Financial Advisor"). City of Palo Alto c/o, Stone & Youngberg LLC, 50 California Street, 35th Floor, San Francisco, CA, 94111 - "Proposal for Limited Obligation Improvement Bonds, City of Palo Alto, University Avenue Area Off-Street Parking Assessment District, Series 2002-A." FAX BIDS:(415) 445-2395 ELECTRONIC BIDS "Parity."See: ~Forms of Bids-Electronic Bids," below. TERMS OF BONDS Issue:$36,322,000* of bonds designated, ~Limited Obligation Improvement Bonds, City of Palo Alto, University Avenue Area Off-Street Parking Assessment District, Series 2002-A" (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. Maturities:The Bonds will mature on September 2 in each of the years and in the amounts as follows: EXHIBIT C Page 2 Year Principal*Year Principal (September 2)Amount (September 2)Amount 2004 2018 2005 2019 2006 2020 2007 2021 2008 2022 2009 2023 2010 2024 .2011 2025 2012 2026 2013 2027 2014 2028 2015 2029 2016 2030 2017 *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 maturing on or after September 2, 20__, for cwhich 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. 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 $5,000 increments, provided that the principal amount 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 no adjustment shall reduce the amount of any original issue premium, as a percentage of the principal amount, to be retained by the successful bidder based on the initial offering price of each maturity of Bonds. Interest: The Bonds shall bear interest at a rate or rates to be fixed upon the sale thereof but not to exceed eight percent (8%) per annum, payable commencing on March 2, 2003, 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, N.A. (the ~Paying Agent").Interest on EXHIBIT C Page 3 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: The Bonds or any portion in the amount of five thousand dollars ($5,0.00), or any integral multiple thereof, may be redeemed and paid in advance of maturity upon the second day of March or September in any year by giving at least 30 days’ notice by registered or certified mail or personal service to the registered owner hereof at the registered owner’s address as it appears on the registration books of the Agent and by paying principal and accrued interest together with a redemption premium as follows: Redemption Dates March 2, 2003 - September 2, 20__ March 2, 20__ - September 2, 20__ March 2, 20__ and thereafter Redemption Premium (%) 2% 1% O% Term Bonds, if any, are also 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, 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 assessments levied in 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 assessments 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 finance the approval, design, acquisition and construction of two vehicle, off-street public parking structures in the University Avenue area of the City, to establish a reserve fund for the bonds, to capitalize certain interest payments for the Bonds and to pay costs of issuing the Bonds. Municipal Bond Insurance: The City has selected and applied to Ambac Assurance Corporation (~Ambac") to issue a policy insuring the payment when due of principal of and interest on the Bonds. Information about Ambac and bond insurance for the Bonds maybe obtained from the Financial Advisor. Each bidder has the option to accept the insurance from Ambac. If the winning bidder opts for such insurance, the premium for it and costs of related EXHIBIT C Page 4 ratings (except from Moody’s and Standard & Poors) will be paid by the bidder and the City shall have no responsibility for payment of such premium and costs. Rating: The City has applied for and received a rating from Moody’s Investor’s Service and 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. EXHIBIT C Page 5 TERMS OF SALE Submission of Bids: 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. 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, the Financial Advisor, Bond Counsel and any agent of the City shall not be responsible for assumes 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. Bids shall be accompanied by the Good Faith Deposit (see below)in the appropriate form. 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 $ 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 from 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 such amount as instructed by the City) not later than 12:30 p.m. Pacific Standard 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. 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 EXHIBIT C Page 6 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 and for not less than ninety-eight and one-half percent (98.5%) and not more than one hundred percent (100%) 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 percentage (~TIR") and total interest cost in dollars 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" 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" above for disclaimers of responsibility for use of electronic bidding. EXHIBIT C Page 7 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 8%^ per annum; (c) All Bonds maturing at the same time must bear the same interest rate; (d)the interest rate on any one maturity may not exceed the rate on any o~her maturity by more than 5%; and (e) the interest rate on any successive maturity may not be less than the rate on the immediately prior maturity. Determination of Best Bid: Unless all bids are rejected, the Bonds will be awarded to the bidder whose proposal results in the lowest true interest rate ("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 April 4, 2002, 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 TIC before adjustment. In case of two or more bids with identical TIRs the sale will be awarded by lot. 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 Bloomberg 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. EXHIBIT C Page 8 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. 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 Reoffering Prices: As soon as practicable, but not later than seven days prior to delivery of the Bonds, the successful bidder must submit to the City a certificate specifying for each maturity the reoffering price at which at least 10% of the Bonds of such maturity were sold (or were offered in a bona fide public offering and as of the date of award~ of the Bonds to the successful bidder reasonably expected to be sold) to the public. Such certificate shall be in form and substance satisfactory to Bond Counsel and shall include such additional information as may be requested by Bond Counsel. Delivery; Cancellation: It is expected that the Bonds will be delivered to DTC for the account of the successful bidder on or about April 4, 2002. 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. 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 l~ws. 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 EXHIBIT C Page 9 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 the~e 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. CUSIP 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 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.Copies of such preliminary Official Statement will be distributed by the Financial Advisor to any bidder,upon request, prior to the sale in a form ~deemed final" by the City for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 (the ~Rule"). 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 EXHIBIT C Page i0 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 i00 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 ~o provide, pursuant to a Continuing Disclosure Certificate, certain annual financill 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. GXVEN by order of the City Council of the City of Palo Alto , California, adopted March 4, 2002. Dated as of March 5, 2002 /s/ Carl L. Yeats Title: Director of Administrative Services EXHIBIT C Page ii Bidding Firm’s Name: City of Palo Alto c/o Stone & Youngberg, LLC 50 California Street San Francisco, CA 94111 Fax No. (415) 445-2395 Authorized Signatory: Re:PROPOSAL FOR PURCHASE OF $36,322,000* LIMITED OBLIGATION IMPROVEMENT BONDS CITY OF PALOALTO UNIVERSITY AVENUE AREA OFF-STREET PARKING ASSESSMENT DISTRICT SERIES 2002-A 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 in accordance with the Official Notice of Sale relating thereto dated as of March5, 2002, which Notice together with all representations and agreements on Page 2 hereof are hereby made part of this bid: Par Value: $less discount of $(or premium of $) making an aggregate Purchase Price of $ (plus accrued interest to the date of delivery) plus Check Check Year Principal*if Term Interest Year Principal*if Term Interest (September 2)t Amount Bonds t Rate (SePtember 2)%Amount Bonds%Rate 2004 %2018 % 2005 %2019 % 2006 %2020 % 2007 %2021 % 2008 %2022 % 2009 %2023 % 2010 %2024 % 2011 %2025 % 2012 %2026 % 2013 %2027 % 2014 %2028 % 2015 %2029 % 2016 %2030 % 2017 % *Preliminary, subject to adjustment pursuant to Notice of Sale. %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. 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 does not exceed eight percent (8%) 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 maturing shall bear a rate of interest equal to or EXHIBIT C Page 12 greater than rate of the next previous maturity. 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 delivery. stated on the date of This proposal is made subject to all the terms and conditions of the Official Notice of Sale for the Bonds dated as of March 5, 2002, 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 said Official Notice of Sale. There is enclosed herewith a certified or cashier’s check or Financial Surety Bond (circle one) for $50,000 payable to the order of the City of Palo Alto Director of Administrative Services. We hereby request that printed copies of the Final Official Statement (not to exceed i00 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 Notice Inviting Bids, but not constituting any part of the foregoing, of the net interest cost under the foregoing proposal, to wit: Total Interest Cost Proposed Discount True Interest Rate The following is a list of the members of our account on whose behalf this bid is made: Respectfully submitted, Name of Bidder: Account Manager: By: Address: Phone: Fax: EXHIBIT C Page 13 NOTICE INVITING BIDS NOT TO EXCEED $36,322,000* LIMITED OBLIGATION IMPROVEMENT BONDS CITY OF PALOALTO UNIVERSITY AVENUE AREA OFF-STREET PARKING ASSESSMENT DISTRICT SERIES 2002-A NOTICE IS HEREBY GIVEN, that the City of Palo California will receive bids on the captioned bonds on: Alto, THURSDAY, MARCH 21, 2002 at i0:00 a.m. (Pacific Standard Time), at the offices of Stone & Youngberg LLC, 50 California Street, 35th Floor, 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 of the 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 Stone & Youngberg LLC, the City’s Financial Advisor for the Bonds, at the above address or by calling (415) 445-2300. Dated as of March 5, 2002 EXHIBIT C Page 14 NOTICE OF INTENTION NOT TO EXCEED $36,322,000* LIMITED OBLIGATION IMPROVEMENT BONDS CITY OF PALOALTO UNIVERSITY AVENUE AREA OFF-STREET PARKING ASSESSPIENT DISTRICT SERIES 2002-A 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, MARCH 21, 2002 at 10:00 a.m. (Pacific Standard Time), at the offices of Stone & Youngberg LLC, 50 California Street, 35th Floor, 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 Stone & Youngberg LLC, the City’s Financial Advisor for the Bonds,at the ~bove address or by calling (415) 445-2300. Dated as of March5, 2002 EXHIBIT C Page 15 CERTIFICATE OF AWARD OF SALE OF BONDS LIMITED OBLIGATION IMPROVEMENT BONDS CITY OF PALO ALTO UNIVERSITY AVENUE AREA OFF-STREET PARKING ASSESSMENT DISTRICT SERIES 2002-A With respect to the captioned undersigned certifies as follows: Bonds (the "Bonds") the I. The undersigned is the Director of Administrative Services of the City of Palo Alto (the ~City") and makes this certification for and on behalf of the City under the authorization and direction contained in Resolution No. of the Council of the City adopted on March 4, 2002. 2. On March 21, 2002, proposals for the purchase of the captioned bonds (the "Bonds"), as summarized on Attachment I hereto, were received and opened in accordance with the Official Notice of Sale for the Bonds, dated as of March 5, 2002. 3. The sale thereof is hereby awarded to: Purchaser"),at a %, True Interest Rate of (the ~Original the Original Purchaser’s proposal being the best responsible proposal determined by the method of calculation therefor contained in the Official Notice of Sale as follows: 4. All proposals shown on Attachment I, other than that of the Original Purchaser, are hereby rejected. Dated , 2002 Director of Administrative Services, City of Palo Alto EXHIBIT C Page 16 CERTIFICATE OF AWARD OF SALE OF BONDS LIMITED OBLIGATION IMPROVEMENT BONDS CITY OF PALOALTO UNIVERSITY AVENUE AREA OFF-STREET PARKING ASSESSMENT DISTRICT SERIES 2002-A Attachment I Summary of Bids Name of Bidder Bidder’s True Interest Rate (TIR) EXHIBIT C Page 17 CERTIFICATE OF AWARD OF SALE OF BONDS LIMITED OBLIGATION IMPROVEMENT BONDS CITY OF PALOALTO UNIVERSITY AVENUE AREA OFF-STREET PARKING ASSESSMENT DISTRICT SERIES 2002-A Attachment II Maturity Schedule Principal Amount Maturity Date (September) 2 Principal Interest Rate EXHIBIT C Page 18 ATTACHMENT B University Avenue Area Off-Street Parking District: Estimated Sources and Uses of Funds for Second Financing Phase Sources: Proceeds from Bond Sale Cash Payment by Property Owners Total Sources 35,460,000 901,964 36,361,964 Uses of Funds: Project Fund Admin. Allowance, Reserve, and Capitalized Interest Underwriter Discount Cost of Issuance: Bond Counsel Disclosure Counsel Financial Advisor Rating Agency Fees Paying Agent Fees (set up and first year) Official Statement Printing/Distribution Assessment Engineer Appraiser Miscellaneous 120,000 50,000 78,000 20,000 5,000 18,000 10,000 18,237 15,763 31,484,559 4,010,505 531,900 335,000 Total Uses 36,361,964