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Home My WebLink AboutAgenda Packet 01/26/1999 *PUBLIC REVIEW COPY Please do not remove AGENDA from counter ATASCADERO CITY COUNCIL MEETING TUESDAY,JANUARY 26, 1999 City of Atascadero 6500 Palma Avenue,4`h floor Atascadero,California PARKS AND RECREATION COMMISSION INTERVIEWS, 6:00 P.M. 1. Interview candidates 2. Select,by ballot, four citizens for the Parks &Recreation Commission. REGULAR SESSION, 7:00 P.M.: PLEDGE OF ALLEGIANCE: Mayor Pro Tem Arrambide ROLL CALL: Mayor Johnson Mayor Pro Tem Arrambide Council Member Clay Council Member Lerno Council Member Luna APPROVAL OF AGENDA: Roll Call PRESENTATION'S: Ground Water Guar ian Communit The Atascadero Mutual Water Company will announce that the City of Atas adero has received the designation of a Ground Water Guardian Community. They will present the City Council with signs reflecting this designation. COMMUNITY FO UM: (This portion of the i eeting is reserved for persons wanting to address the Council on any matter not on this a enda and over which the Council has jurisdiction. Speakers are limited to five minutes. Please state your name and address for the record before making your presentation. The C uncil may take action to direct the staff to place a matter of business on a future agenda) COUNCIL ANNOUNCEMENTS AND REPORTS: (On their own initiative, Council Members may make a brief announcement or a brief report on their own activities. ,Council Members may ask a question for clarification, make a referral to staff or take action to have staff place a matter of business on a future agenda. No formal action by the Council will be taken unless an item is identified on the Agenda) A. CONSENT CALENDAR: Roll Call (All items on the consent calendar are considered to be routine and non-controversial by City staff and will be approved by one motion if no member of the Council or public wishes to comment or ask questions. If comment or discussion is desired by anyone, the item will be removed from the consent calendar and will be considered in the listed sequence with an opportunity for any member of the public to address the Council concerning the item before action is taken) 1. November 1998 Accounts Payable& Payroll—Fiscal Impact: $898,482.23 (Staff recommendation: Review and approve) [Rachelle Rickard] 2. December 1998 Accounts Payable& Payroll—Fiscal Impact: $977,313.24 (Staff recommendation: Review and approve) [Rachelle Rickard] 3. Minor Road Improvements Program—twelve miscellaneous road repair and drainage • projects—Fiscal Impact: $56,076 to be paid from Fund 700 "Streets & Bridges Fees"— (Staff recommendation: Council authorize the Mayor to execute an agreement with Madonna Construction to construct twelve miscellaneous road repair and drainage projects) [Brady Cherry] 4. Santa Cruz Road Slope Rehabilitation Project—Fiscal Impact: $96,526 in FEMA storm damage repair funds (Staff recommendation: Council authorize the mayor to execute an agreement with Souza Construction to construct the improvements required to repair a failed road slope on Santa Cruz Road) [Brady Cherry] 5. Atascadero Avenue Bridge Slope Stabilization Project—Fiscal Impact: $36,000 to be paid from Fund 705 "Streets& Bridges Fees (Staff recommendation: Council authorize the Mayor to execute an agreement with Whitaker contractors Inc. to construct the improvements required to provide slope stabilization at the Atascadero Avenue Bridge) [Brady Cherry] B. PUBLIC HEARINGS: None 2 C. MANAGEMENT REPORTS: 1. RefinancinQ of 1993 Camino Real Improvement Bonds—Fiscal Impact: $20,000 in administrative f e revenue upon issuance and potential additional savings of up to $86,000 throughout the life of the bonds—(Staff recommendations: 1) Council adopt Resolution No. J 999-001 declaring intention to refund the outstanding bonds of Camino Real Improvement Project, 2) Council adopt Resolution No.-1999-002 approving and confirming report and reassessment for the refunding of the outstanding bonds for Camino Real Improvement Project, and 3) Council adopt Resolution No. 1999-003 authorizing the issuance and sale of refunding bonds for Camino Real Improvement Project) [Rack lle Rickard] 2. Comprehensive Financial Strategy - Outside Agency Funding Requests—adding policy to Comprehensive Financial Strategy concerning funding outside organizational requests —Fiscal Impact. None (Staff recommendation: Council add Funding Outside Agency Policy to Atasc ero's Comprehensive Financial Strategy) [Wade McKinney] 3. Establishment o f S eed Limit—on various streets—Fiscal Impact: $8,500 already budgeted funds (Traffic Committee recommendation: Council adopt Resolution No. 1999-004 which formally establishes a speed limit on various city streets) [Dennis Hegwood] • 4. Information Bulletin D. COMMITTEE REPORTS (The following epresent standing committees. Informative status reports will be given, as felt necessary): 1. S.L.O. Council of Governments/S.L.O. Regional Transit Authority 2. Finance Commi ee 3. Water Committees A. SLO County Flood Control & Water Conservation District Water Resources Advisory Committee B. Nacimie to Water Purveyors' Contract Technical Advisory Committee C. North County Water Task Force 4. Integrated Waste Management Authority 5. North County Council 6. Air Pollution C ntrol District 7. County Mayor's Round Table 6. Economic Vitality Corporation, Board of Directors 7. City/Schools Committee 10. Economic Oppc rtunity Commission 3 E. INDIVIDUAL DETERMINATION AND/OR ACTION: 1. City Council 2. City Attorney 3. City Clerk 4. City Treasurer F. ADJOURNMENT: THE COUNCIL WILL ADJOURN TO THE REDEVELOPMENT AGENCY MEETING IMMEDIATELY FOLLOWING THIS MEETING. CLOSED SESSION: 1) Conference with negotiator over real property. (Govt. Code 54956.8) Negotiator: City Manager Wade McKinney Property: Mr. & Mrs. Hensley,9085 Morro Road Negotiations will include price and/or terms of payment 2) Conference with negotiator over real property. (Govt. Code 54956.8) Negotiator: City Manager Wade McKinney Property: Estate of W. P. Guidry,APN#031-361-003, #031-361-017, • #031-361-015, #031-361-011, and#031-361-012. Also APN #028-092-009, #056-322-010, and#056-322-011. Negotiations will include price and/or terms of payment. 3) Conference with negotiator over real property. (Govt. Code 54956.8) Negotiator: City Manager Wade McKinney Property: 9600 Marchant Ave. Negotiations will include price and/or terms of payment 4) Conference with legal counsel—Pending litigation (Govt. Code Sec. 54956.9(a)) Name of case: Marquez v. City of Atascadero, Claim No. 5106278 Please note: Should anyone challenge any proposed development entitlement listed on this Agenda in court, that person maybe limited to raising those issues addressed at the public hearing described in this notice, or in written correspondence delivered to the City Council at or prior to this public hearing. 4 City of Atascadero WELCOME TO THE ATASCADERO CITY COUNCIL MEETING • GENERAL INFORMATION The City Council meets in regular session on the second and fourth Tuesday of each month at 7:00 p.m., in the Council Chamber of City Hall. Matters are considered by the Council in the order of the printed Agenda. Copies of the staff report or other documentation relating to each item of business referred to on the Agenda are on file in the office of the City Clerk(Room 208),and in the Information Office(Room 103), available for public inspection during City Hall business hours. An agenda packet is also available for public review at the Atas adero Library, 6850 Morro Road. In compliance with the A ericans with Disabilities Act,if you need special assistance to participate in a City meeting or other services offered by this City,please contact the City Manager's Office,(805) 461-5010, or the City Clerk's Office, (805)461-5074. Notification at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide acces ibility to the meeting or service. TO SPEAK ON AGENDA ITEMS Members of the audience may speak on any item on the agenda. The Mayor will identify the subject, staff will give their report, and the Council will ask questions of staff. The Mayor will announce when the public comment period is open and will request anyone interested to address the Council regarding • the matter being consider d to step up to the podium. If you wish to speak for,against or comment in any way: • You must approach the podium and be recognized by the Mayor • Give your naine and address • Make your statement • All comments should be made to the Mayor and Council ' • All comments limited to 5 minutes(unless changed by the Council) • No one may peak for a second time until everyone wishing to speak has had an opportunity to do so, and no one may speak more than twice on any item. The Mayor will announce when the public comment period is closed, and thereafter, no further public comments will be heard by the Council. TOSPEAK ON SUBJECTS NOT LISTED ON THE AGENDA Under Agenda item, "COMMUNITY FORUM",the Mayor will call for anyone from the audience having business with the Council to: • Please approach the podium and be recognized • Give your na ne and address • State the nature of your business This is the time items nol on the Agenda may be brought to the Council's attention. A maximum of 30 minutes will be allowed for Community Forum (unless changed by the Council). TO HAVE ITEMS PLACED ON AGENDA All business matters to appear on the Agenda must be in the Office of the City Manager ten days preceding the Council meeting. Should you have a matter you wish to bring before the Council, please mail or bring a written communication to the City Manager's office in City Hall prior to the deadline. DATE: 01/26/99 iM ® 18 City Clerk'_ .Agenda Deport Marcia McClur Torgerson P rks. and Recreation Commission Interviews RECOMMENDATION: City Clerk recommends the following: 1) Intervie (4)candidates. 2) Select,t y ballot,four citizens for the Parks and Recreation Commission. DISCUSSION: The terms of four members of the Parks and Recreation Commission (Paul Hood, Joanne Peters, Jerrie Dahlen and Dan Davis) expire February 1, 1999. The City Clerk has solicited applications from the members of the public.pursuant to State Law. Five applications werc received and interview times have been established for each candidate except Donald Horton who is unable to attend due to a prior commitment. His application is included for your review with those scheduled for interviews. It has been verified by the City Clerk's office that all o the applicants are residents and registered voters in the City of Atascadero. ATTACHMENTS Interview Schedule 5 applications Municipal Code Title 2, Chapter 13 000001 INTERVIEW SCHEDULE PARKS & RECREATION COMMISSION Tuesday, January 26, 1999 6:00 p.m. Club Room 6:00 Paul Hood 6:10 Patrick Dempsey 6:20 Craig Herron • 6:30 Frank Kock 6:45 COUNCIL VOTES 000002 Please return to: D CITY CLERK 6500 Palma Avenue = so 8 10 Room 208 r i 191i`. �s a7s7 �:1 Atascadero,CA 93422 t,&D i CITY OF ATASCADERO CITY CLERK'S OFFICE . CITY OF ATASCADERO BOARD, COMMITTEE. & COMMISSION APPLICATION Please Note: You must meet the minimum qualifications of being a registered voter and resident of the City, with the exception of youth represents ves who are not required to be registered voters. Minimum qualifications are subject to verification. Please fill out and ttach the Supplemental Questionnaire for the advisory body you are applying for. (� �,� o�J NAME: /��•�1J RESIDENTIAL /1 //� t`�/L f ADDRESS. 7 TU � � ` 5 �1' Home Phone: y f� MAILING ADDRESS (if diff erent): Work Phone: Are you a resident of the City of At scadero? How Long? Are you a registered voter? Yes V No_ Social Security No.'f29 A7'1 OCCUPATION: �i'l Y-ej EMPLOYMENT: Present or last employer's name, address and phone number: /,1��0�3 AcTr7GLIau7l' Q� 'C?la 'P►2 /A LU //Z /VOo� STS Si7cel itrow✓19 APre AVe /HvpsT�� ik a i2grir° a��NGy 4 H s-t 1__-fT 1C- Position held and length o employment: .�,l..I l' /So�C�, ��i�/.! ST��i�G�s �"��vyt�o>�2 s -- o� 7�i•-��i.F�S EDUCATION: RELEVANT TRAINING, EXPERIENCE, CERTIFICATES OF TRAINING, LICENSES OR PROFESSIONAL REGISTRATION: This application and supplemel t are "public documents" and are available for review upon request. Applicants are advised they may be requested to fil a Statement of Economic Interest, pursuant to the Fair Political Practices regulations. Information will be provided b the City Clerk. Board, Committee & Co mission Application Page 1 000003 INVOLVEMENT IN COMMUNITY, VOLUNTEER, PROFESSIONAL AND/OR ACADEMIC ORGANIZATIONS: AT uv��o � - /,�� a►-3 - 5790Jr OTHER CITY COMMISSIONS, COMMITTEES OR BOARDS PREVIOUSLY OR CURRENTLY SERVING ON: How did you learn about this vacancy? Newspaper Article Newspaper Ad _ Community Group Word of Mouth Library City Hall Place of Employment Other (specify): Please complete the attached supplemental questionnaire. Feel free to attach a resume or other information about yourself. I hereby certify, under penalty of perjury, that the information on this application and attached supplement are true and correct. Signature: Date: Board, Committee & Commission Application 000004 Page 2 CITY OF ATASCADERO SUPPLEMENTAL QUESTIONNAIRE PARKS & RECREATION COMMISSION 1 r Please explain w y n Commission.i h you -would like to serve on the Parks`& Rec eat o. ar�fQ iu 70 LLR Recreation Commission that interests you? What qualities, 2. What is it about the Parks & R Y experience and expertise would you bring to the Commission? Q.! � cGC 2 i � C 6,61 s �r o'cc<�cio�>rs 3. What role does parks and recreation play in maintaining a healthy city? r, 4 Q C,o Q V I f GC/ K tigdx47 0 t/ 000005 Supplemental Questionnaire Parks & Recreation Commission Page 2 4. How would you see your role as a member of the Commission? InVd—y- 5O&--!S `d r`X S 4- 22411-05 (,! 5. In your opinion, what are Atascadero's greatest public recreation needs? Me" -eV1 1 W -P -P y-A -f �(/ou l a o 6. What methods should be used to fund Atascadero's public recreation programs and facilities? �J Anl 000006 Supplemental Application Parks & Recreation Commission Page 3 7. If appointed, specific goals would you like to see the Commission achieve? PP , .what TL Aknyz ;,e r/% F 8. If there is additic inal information you would like to share about yourself, please use the following space provided (optional). I hereby certify th t e foregoing information is true and correct. . Signature: Date: 00000°7 Please return to: CITY CLERK 4 A 12#8 6500 Palma Avenue Room 208 1a e: Atascadero,CA 93422 S CITY OF ATASCADERO 10 ' CITY CLERK'S OFFICE CITY OF ATASCADERO BOARD, COMMITTEE & COMMISSION APPLICATION Please Note: You must meet the minimum qualifications of being a registered voter and resident of the City, with the exception of youth representatives who are not required to be registered voters. Minimum qualifications are subject to verification. Please fill out and attach the Supplemental uestionnaire for the advisory body you are applying for. ROODNAME: PVL L RESIDENTIAL n_' p nnRR ADDRESS: Z1 rJ�JN ��.�►`� �� (0 nJ Home Phone: MAILING ADDRESS of different): Work Phone: g �0 Are you a resident of the City of Atascadero? How Long? k$ Are you a registered voter? Yes A No_ Social Security No. 0 —0 q%11 OCCUPATION: IDD 1N c.^L, hoP LI IST COV{iTy fj9 Iq1 S-Tgf -r%\Je OFPiCL3— EMPLOYMENT: Present or last employer's name, address and phone number: C-010 WT`1 OF shr4 LviS 6(�iSQo Nl 3 � 10 co rtTq &OV"T Cwr Te: 0 � s�� w�S ag�s�o �A • °134-04 Position held and length of employment: t[L\N C %?RL PSNAL-1$T - ►-ftFco Eixg coT%YF oFf-%(.0Q, EDUCATION: t•S. D ��.�� cqL �01-`l (g�S��gSS �DI�►�ivf,SZR��N� . v >�►flS's��-S o� ��g1-1 RD hi P4 o N - c t✓ RELEVANT TRAINING, EXPERIENCE, CERTIFICATES OF TRAINING, LICENSES OR PROFESSIONAL REGISTRATION: C04-SO �Nf V►c�' - C k�( 1 �'► N �► - l a1c r.rj 241;1-6-^te-1 C"-40 e l d& .�� S LO �0 y�", This application and supplement are "public documents" and are available for review upon request. Applicants are advised they may be requested to file a Statement of Economic Interest, pursuant to the Fair Political Practices regulations. Information will be provided by the City Clerk. Board, Committee & Commission Application 000008 Page 1 INVOLVEMENT IN COMMUNITY, VOLUNTEER, PROFESSIONAL AND/OR ACADEMIC ORGANIZATIONS: amu$ 6F sh1. Uls (5$ isPo goy S couT T(Lo0 f 104- h%S%T , Seov-t i4flS ZAb 1.D 6% c L SOC17-r-) Wasxft r 1.10 -0101 qks%-VOLS CDNFetL tro C k3 151diLEAU 60AP eF DIPSCrOIZ5 I °1s Al) coNotj\% J�'t'��lt`� ccTMr►,SS in� �HS� �ofl�� +''►�w1�L OTHER CITY COMMISSIONS, COMMITTEES OR BOARDS PREVIOUSLY OR CURRENTLY SERVING ON: e-0Wt4 T QP��-�S �' c>2 t't�or� co,r\M\SS10rit(L pmfl p GE •- ctiflg h'T�35 c�i�b�l (�c.Q.�—t�o N G'�t"T'E•'(L cn +"11"1�-CT� How did you learn about 1 his vacancy? Newspaper Article Newspaper Ad _ Community Group 'Nord of Mouth Library City Hall Place of Employment Other (specify): 1I Please complete the attached supplemental questionnaire. Feel free to attach a resume or other information about yourself hereby certify, underpenalty of perjury, that the information on_this application and attached supplement are true and trrect. Signature: Date: 1 ►► )10,011 & Co mission Application QQ Board, Committee r� PP 0009 Page 2 CITY OF ATASCADERO SUPPLEMENTAL QUESTIONNAIRE PARKS AND RECREATION COMMISSION 1. Please explain why you would like to serve on the Parks and Recreation Commission. I have served on the City of Atascadero Parks and Recreation Commission since August 1994. For the past two years I have served-as Vice-Chairman. I would like to continue my service on the Commission because I see an unmet need for additional parks space in the city and additional recreational programs. In my view, parks and recreation programs are one of the most important activities that the city provides for its residents. 2. What is it about the Parks and Recreation Commission that interests you? What qualities, experience and expertise would you bring to the Commission? The Parks and Recreation Commission has provided me with an opportunity to give something back to the city where I have resided since 1980. All three of my children have been active participants in city recreation programs. My family has used and enjoyed city parks since we moved to Atascadero. The qualities, experience and expertise that I would bring to the Commission are my experience as a current Parks and Recreation Commission and my past budget experience as the analyst responsible for the County's Park budget. 3. What role does parks and recreation play in maintaining a healthy city? A citizenship that is active and involved in parks and recreation activities is an indication of a healthy and positive community. Parks provide a community with a strong sense of identity. Recreation programs provide constructive activities of our youth and adults. 000010 Supplemental Questionnaire Parks & Recreation Cc mmission Page 2 ,I y 4. How would yob see our role as a member of the Commission? Having served on the Commission for almost 4 Y2 ears I continue to see the role of the Commission as advis to the City Council. Once the Council receives an item that has been reviewed by the Com iission. it has had the benefit of a full gublic hearing and on man shop malrooccasions workvides staff and the pubLovvith a forum for discussion and feedback on ideas and proposals relating to parks and recreation before the are reviewed bv the City Council 5. In your opinion` what are Atascadero's greatest public recreation needs? Atascadero still has a need for organized youth activities and a youth center. The City must continue to work coop arativelywith the School District to resolve this need. In addition the Cit has a need for more n i hborhood parks. 6. What methods)should be used to fund Atascadero's public recreation programs and facilities? The user of the recre tion programs should continue to pay for the pro-gram and facilities b means of fees. Howe,fer, to the extent possible the City should contribute funds to acquire facilities. The possibil ty of grants for facilities should be fully explored. Public facility fees should continue to be' aid by builders to maintain current park standards. Quimby fees should be considered to offs t the impacts of subdivisions on park facilities. 000011 Supplemental Questionnaire Parks & Recreation Commission Page 3 7. If appointed, what specific goals would you like the Commission to achieve? would like to see the Commission continue to be an effective sounding board for new ideas before they reach the City Council. I would also like to see the Commission take more of a role in promoting youth and adult recreation programs. With regards to the Charles Paddock Zoo. I would like to see the Commission work cooperatively with the zoological society to make the zoo self-supporting financially. Lastly, I would like the Commission to be more active in the acquisition and financing of park lands. 8. If there is additional information that you would like to share about yourself, please use the following space provided (optional). During my current term on the Parks and Recreation Commission. I have chaired committees on Arts in Public Places, the naming of parks and other facilities after individuals, and review of the Parks and Recreation element. In addition, in my role as a Commissioner I have served on the Zoological Sociey board of directors and as its President in 1998 and 1999. As vice- chairman of the Commission, I have appeared before the City Council and Planning Commission on numerous occasions. I have also served on the Atascadero Recreation Center Committee (ARCC). I have only missed three meetings in my 4 %s year tenure on the Commission. I am willing and ready serve another term, if appointed. hereby certify that the foregoing is true and correct. Signature: Date: 000012 PAUL L. HOOD 2755 San Fernando Road Home: (805) 466-4962 Atascadero, CA 934221 Work: (805) 781-5011 PERSONAL INFORMATION: Married Terri Breidei i in Paso Robles in 1977. Three children. Resident and property owner in Atascadero since 19 0. EDUCATION: California State Univ rsity, Hayward, Master of Public Administration (MPA), June 1976. California State Pol�echnic University, San Luis Obispo, Bachelor of Science (BS) in Business Administration, Decmber 1971. American River College, Sacramento, Associate in Arts (AA), June 1969. WORK EXPERIENCE: July 1985 to Present - Principal Administrative Analyst County Administrative Office County Government Center, Room 370 San Luis Obispo, CA 93408 Division Head int the County Administrative Office. Responsible for $26.5 million in County general government budgets, including County Parks, Morro Bay and Atascadero Golf Courses, Lopez and Santa M rgarita Lakes Recreation Areas, and the Department of General Services (County Vehicles, Buildings and Facilities, Reprographics, and Airports), County Counsel, Personnel; liaison witl i other govemmental agencies; County legislative coordinator; management of Redevelopment Agency activities; liaison with County Economic Advisory Committee (EAC); Local Agency Formation Commission (LAFCO) Executive Officer since 1980; direct supervision of analytical and administrative personnel; management and support services to the Board of Supervisors, County)Administrator, operating departments and the public. Lecturer, California Polytechnic State University, San Luis Obispo - Political Science Department. Lecturer, Golden Gate University, Graduate School of Public Administration, Vandenberg Center. PROFESSIONAL AFFILIATIONS AND MEMBERSHIPS: • City of Atascadero Parks and Recreation Commission, 1994-99, Vice-Chairman 1996-98. • Economic Vitality Corporation of SLO County (EVC), Board of Directors 1995-96. • San Luis Obispo ounty Visitors and Conference Bureau(VCB). Board of Directors 1998-99. • Rotary Club of San Luis Obispo, 1992-Present, Board of Directors 1999-2000. • Boy Scouts of Ar ierica, Los Padres Council, Assistant Scoutmaster, Troop 104, Atascadero, September 1993 to present. Den Leader, Cub Scout Pack 150, Atascadero, 1989-93. • Zoological Societ I of San Luis Obispo County, Board of Directors,1995-99. President 1998-99 • Atascadero Recreation Center Committee (ARCC), 1995-96. • American Socie 6y for Public Administration (ASPA) - Central Coast Chapter President 1990 and 1991, Vice-President 1988 and 1989. • United Way, SLO, Finance Committee,1992-95. Allocation Committee 1997. • San Luis Obispo County Dependent Care Committee, 1992-1998 • San Luis Obisp County Animal Control Advisory Committee, 1988-94. • San Luis Obisp County Management/Confidential Issues Committee, 1987-95. 00001;3 l5 � U LS Please return to: ! - �.` CITY CLERK 6500 Palma Avenue Room 208i leis`i R i a1-7 Atascadero,CA 93422 CITY OF ATASCADERO BOARD, COMMITTEE & COMMISSION APPLICATION Please Note: You must meet the minimum qualifications of being a registered voter and resident of the City, with the exception of youth representatives who are not required to be registered voters. Minimum qualifications are subject to verification. Please fill out and attach the Supplemental Questionnaire for the advisory body you are applying for. NAME. . RESIDENTIAL ADDRESS: 7©d e 9115 r] � Home Phone: -� MAILING ADDRESS (if different): Work Phone: ,/ Are you a resident of the City of Atascadero? �— How Long? /d yew f-5 Are you a registered voter? Yes X No Social Security No. "o 36-9/'7 OCCUPATION: /f e/fired EMPLOYMENT: Present or last employer's name, address and phone number: Position held and ength of employment: i �h / v - rd rs EDUCATION: /75 '7pX,2X Ad 0 fijs Z�n 04r ,- RELEVANT TRAINING, EXPERIENCE, CERTIFICATES OF TRAINING, LICENSES OR PROFESSIONAL REGISTRATION: Do e-i / This application and supplement are "public documents" and are available for review upon request. Applicants are advised they may be requested to file a Statement of Economic Interest, pursuant to the Fair Political Practices regulations. Information will be provided by the City Clerk. Board, Committee & Commission Application 000014 Page 1 INVOLVEMENT IN COMMUNITY, VOLUNTEER, PROFESSIONAL AND/OR ACADEMIC ORGANIZATIONS- *)Loa V5 .0 I OTHER CITY COMMISSIONS, COMMITTEES OR BOARDS. PREVIOUSLY OR CURRENTLY SERVING ON: _ How did you learn about this vacancy? Newspaper Article Y Newspaper Ad _ Community Group Word of Mouth LibraryCity Hall Place of Employment Other (specify): Please completehe Pp attached supplemental questionnaire. Feel free to attach a resume or other information about yourself. I hereby certify, under nalty of perjury, that.the information on this application and attached supplement are true and�Iorrect. Signature: Date: ///s_///q Board, Committee & Commission Application 00001.5 Page 2 CITY OF ATASCADERO . SUPPLEMENTAL QUESTIONNAIRE PARKS & RECREATION COMMISSION 1. Please explain why you would like to serve on the Parks &LRecreation Commission. Itt 4t,�L' are )em /K- C� • / `oto Ar/� e - �i Ila 6? c ow Ject S 10r. 6 4ZWO-5 C?-C 4 W;de -V fa-VII-9 q)d 2. What is it about the Parks & Recreation Commission that interests you? What qualities, experien a and expertise w_o d you brin to the Commiss on? q� 11'�IiF &w.9,51 d"lit, ZeIv '5746v A4,f S a,5 0;��ejczs l rtyAr'r r ?ajC-*1-5 ' (/ �^ r IGS O c am; CJk C//, br1�i'oY' pi AY �d' /!ca IOyC Cv^ 3. What role does pa ks and creation play in mai fining a healthy city? ate-0ev � &G�7<J � S U� f �cr �/ -, .s 0000ls Supplemental Quest ionn ire Parks & Recreation Com ission Page 2 4. How would you see your role as a member of the Commission? t �d ' ohs ' it e�S Q G C 5. In your opinion, what are tascadero's greatest public recrea ' n needs? d I-& I /C� Ct � oSe '7 O I'e �/� Gl 9-4 ! ! ` AS 6. What methods should be used to fund 'Atascadero's public recreation programs and facilitie ? f' - C� �'I /� � L�'•S' cam/ r� c1/E'E/� v �/ S r AI e��lle4e 0fcS/(/JG°/ /UyL 01'/1 E' TU lc�lil j�i�Wtols D �U/�lkj� GD7711 '�l� 00001'7 Supplemental Application Parks & Recreation Commission Page 3 7. If appointed, what specific goal would yo like to see the Co mission achieve? /� VIP- 1� s► J& d".eo Z;�dlo- 69S ossa 8. If there is additional information you would like to share about yourself, please use the followiN space provided (option l). r ' n E J a � I hereby certify that the foregoing information is true and correct. Signature: Date: lx�19 000018 Please return to: CITY CLERK 6500 Palma Avenue .. Room 208 +iesa`�t# ra e>7 3 Atascadero,CA 93422 CITY OF ATASCADERO ,r CITY CLERK'S OFFICE CITY OF ATASCADERO —-- BOARD, COMMITTEE & COMMISSION APPLICATION' Please Note: You must meet the minimum qualifications of being a registered voter and resident of the City, with the exception of youth representatives who are not required to be registered voters. Minimum qualifications are subject to verification. Please fill out and ttach the Supplemental Questionnaire for the advisory body you are applying for. NAME: rf7/ rOrJ RESIDENTIAL ADDRESS: U �YHome Phone: MAILING ADDRESS (if diff rent): Work Phone: Are you a resident of the City of Atas dero? (. G!!� How Long? _ -1--7 Y� Are you a registered voter? Yes No. /O Social Security Noe' -C7:.7,7S— f1�Y OCCUPATION: !I A e��`5/� '"T EMPLOYMENT: Present or last employer's name, address and phone number: rte' s OSS Pos• ion held and engthof a ploWrit: /�s>�Goh > � Ger- ��Pc✓s EDUCATION: RELEVANT TRAINING, E PERIENCE, CERTIFICATES OF TRAINING, LICENSES OR PROFESSIONAL REGISTRATION: This application and supplement are "public documents" and are available for review upon request. Applicants are advised they may be requested to file a Statement of Economic Interest, pursuant to the Fair Political Practices regulations. Information will be provided by the City Clerk. 000019 Board, Committee & Co mission Application Page 1 INVOLVEMENT IN COMMUNITY, VOLUNTEER, PROFESSIONAL AND/OR ACADEMIC ORGANIZATIONS: / I�01 OTHER CITY COMMISSIONS; COMMITTEES OR BOARDS.PREVIOUSLY OR CURRENTLY SERVING ON- How this vacancy? Newspaper Article News a er Ad How did you learn about yP P — Community Group Word of Mouth Library City Hall Place of Employment Other (specify): Please complete the attached supplemental questionnaire. Feel free to attach a resume or other information about yourself. I hereby certify, under penalt of perjury that the information on this application and attached supplement are true d cor C. Signature: Date:_ Board, Committee & Commission Application 000020 Page 2 CITY OF ATASCADERO SUPPLEMENTAL QUESTIONNAIRE PARKS & RECREATION COMMISSION 1. Please explain why you would like to serve on the Parks & Recreation Commission. ze 24 ouzz X/19 l 2. What is it about)the Parks & Recreation Commission that interests you? What qualities, experience and expertise would you bring to the Commmission? '52 A� eh�-- 3. What role does parks and recreation play in maintaining a healthy city? Z&zzel�11— lo, eu � 000021 Supplemental Questionnaire Parks & Recreation Commission Page 2 4. How would you see your role as a member of the Commission? // "�t /j 5. In your opinion, what are Atascadero' Irest public recreation needs? .� 7` •T C,' / 6. What methods should be used to fund Atascadero's public recreation programs and facilities? _ 000022 t Supplemental App licatio Parks & Recreation Com ission Page 3 7. If appointed, what specific goals would you lik to see the Commission achieve? ��,dt'�y e (�ol�•�,�,,.c•9—Tim= 3r,� ,-�s s �i'•r�T " �'7 e 8. If there is additional information you would like to share about yourself, please use the following space provided (optional). G� ✓e G!J'i�s�� /� QOM --�� !�/r � �.✓� / xz \ I hereby certify that t Oe�goin informat is a and correct. Signature: ! U 00 002 Please return to: % ? \ D l'7 L5 O V L5 CITY CLERK C.4 a ec: 6500 Palma Avenue Room 20$ Atascadero,CA 93422 CITY OF ATASCADERO CITY CLERK'S OFFICE CITY OF ATASCADERO BOARD, COMMITTEE & COMMISSION APPLICATION Please Note: You must meet the minimum qualifications of being a registered voter and resident of the City, with the exception of youth representatives who are not required to be registered voters. Minimum qualifications are subject to verification. Please fill out and attach the Supplemental Questionnaire for the advisory body you are applying for. e NAME: RESIDENTIAL ADDRESS: ITT LK Ll--Ve�l te,-j I/(I Phone: MAILING ADDRESS (if different): 5,4A,42:7 Work Phone: Are you a resident of the City of Atascadero? f:-5 How Long? v2 V I eo r5 Are you a registered voter? Yes ' No Social Security No. 5-Jo -LJ-J- 751[`1 OCCUPATION: LJ EMPLOYMENT: Present or last employer's name, address and phone number: Ski Lu is 0L'.,CS eo r GN C_)) S74cf —1 q-1 Position held and length of employment: EDUCATION: C-1AL-L,Ve—ICAL G&;4IQC-C-4- Al CAL- �o�-`i, !S4A Lurk,; 66c5.Qo _ 011;:� A4T ben! %C-o `G-C. CAt_`r �TiTLYVI-=7 ®Se�".ecv CP, RELEVANT TRAINING, EXPERIENCE, CERTIFICATES OF TRAINING, LICENSES OR PROFESSIONAL REGISTRATION: ( L C'u,lvew L1 1 Q e C ffV C+ VI WIQ I t� �l 9 � f`t l7crT1 P►�GJ�ls iL�S V al 6 C n ti.y n Q. afi QaA&C al krne- a,.-o� Ay l k This application and supplement are "public documents" and are available for review upon request. Applicants are advised they may be requested to file a Statement of Economic Interest, pursuant to the Fair Political Practices regulations. Information will be provided by the City Clerk. 000024 Board, Committee & Commission Application Page 1 INVOLVEMENT IN COMMUNITY, VOLUNTEER, PROFESSIONAL AND/OR ACADEMIC ORGANIZATIONS: Am Spry a- 6 VS h e S S OTHER CITY COMMISSIONS, COMMITTEES OR BOARDS. PREVIOUSLY OR CURRENTLY SERVING ON: How did you learn about this vacancy? Newspaper Article Newspaper Ad Community Group Word of Mouth Library City Hall II Place of Employment Other (specify): C0.1`eh -to 4-0_1X( � Please complete the attached supplemental questionnaire. Feel free to attach a resume or other information about yourself. I hereby certify, underenalty of perjury, that the information on this application and attached supplement are true.and correc . Signature: ti Date: & Commission Application Board, Committee PP 000025 Page 2 CITY OF ATASCADERO SUPPLEMENTAL QUESTIONNAIRE PARKS & RECREATION COMMISSION 1. Please explain why you would like to serve on the Parks &Recreation Commission. .� p,, YJf ( ^R-`�� 'lN\'�Fti ��l •p..1nC1�X12 e.,('\'^.� VXXr— V`o u� eJ C2 `` 2. What is it about the Parks & Recreation Commission that interests you? What qualities, experience and expertise would you bring to the Commission? 1r3 V<L S GW'e� �Ja^.� 5 e,z k'� Q., 0,J erV\ O. .ate a I VA ens 3. What role does parks and recreation play in maintaining a healthy city? —f - cc ++ l C o S e-f' er't"E� i �oc� c c I1-f Iz Q-0 12 c jlz"� nye ss�resra,• 1l� , ace +O Y'e�Q �,2, b0.s�10A w\^'-`rb k5 Com- �v� a5-zr� r� w1 s,�Lie(5�e,}zl 000026 // Supplemental Questionn ire Parks & Recreation Com ission Page 2 4. How would you see your role as a member of the Commission? C 'rd &c'+ Q Y^ d v� ,c�v c, ""1'CA J J t",O r `�I�e. C� d J'¢u• � ,r `�2CGY' t., C•o tra�w,.. � Q,'In�� 'vl L 8 5. In your opinion, 'what are Atascadero's greatest public recreation needs? IIJ 1 oVi W GC No0 C,i-" 0 NtC-t ic 6. What methods should be used to fund Atascadero's public recreation programs and facilities? woo-re .e,o a r-A vJ I losZ' q/Ccdf em yrsCIV-ell 00002''1 Supplemental Application Parks & Recreation Commission Page 3 7. If appointed, what specific goals would you like to see the Commission achieve? Gam- f (1Ccoti .t- �� ¢, lQ W Q h e-°-� e- up v 9N a!2 si'y' 1 N-"_ w h�— r p 4k. V+C'e, 1 S o .lLCerrto�ti vvd.e.0*kzL `1 8. If there is additional information you would like to share about yourself, please use the following space provided (optional). n li 1J�1 O �e LLt _ovwrw U't D �10.tFQ� oU cam' 4'- Ji VVII '06 S C�o© 1 l ! L Q 1A14Qtx C I hereby certify that the foregoing information is true and correct. Signature: �'�"'v� Date: 1 000028 2-13.01-2-13.03 CHAP ER 13. PARKS AND RECREATION COMMISSION Sec. 2-13.01. Established. l There is created a Parks and Recreation Commission composed of seven (7) me bers. (Ord. 252 § 1, 1992: Ord. 101 § 4 (part), 1985) Sec. 2-13.02. Qualifications. The regular members of the Commission shall be qualified electors of the City. (Ord. 101 § 4 ( art), 1985) Sec. 2-13.03. Members: Appointments Terms of office. The City Co ncil shall appoint members of the Parks and Recre- ation Commission by a majority vote of the entire Council. There shall be seven(7)regular members of the Commission.Commencing ( February 1, 1997, one (1) member shall be appointed to a two (2) year term, which shall expire February 1, 1999; and two (2) mem- bers shall be appointed to a three (3) year term each, which shall expire February 1, 2000. Commencing February 1, 1998, two (2) members shall a appointed to a three (3) year term each, which shall expire February 1,2001;and two(2)members shall be appoint- ed to a four(4)year term each, which shall expire February 1,2002. Thereafter, all t rms shall be for four (4) years and shall expire on February 1 st, except those appointments made after the commence- ment of the terrn to fill a vacancy or removal,in which case the term of office shall be for the balance of the unexpired term. Vacancies on the commission shall be filled in the manner established by resolution for al pointments. All members shall serve at the pleasure of the City Council and may continue to serve after expiration of the stated term, witi the approval of the City Council, until such time as the City Council selects a successor. (Ord. 327 § 4, 1997; Ord. 292 § 1, 1995: Ord. 282 § 1, 1995: Ord. 268 § 1, 1993: Ord. 252 § 2, 1992: Ord. 209 § 1, 1990: Ord. 101 § 4 (Part), 19851) I� 85 (Atascadero 498) 00029 2-13.04--2-13.08 Sec. 2-13.04. Ex officio member. A member representing the school district shall be appointed by the Mayor as an ex officio member of the Commission.The appoint- ee shall serve at the pleasure of the Mayor and without compensa- tion. (Ord. 101 § 4 (part), 1985) Sec. 2-13.05. Absence from meetings. Absence of a member of the Commission from three (3) con- secutive meetings,or from four(4) meetings during a calendar year, without formal consent of the Commission noted in its official minutes, shall be reported by the Recreation Director to the City Council for consideration of removal from office. (Ord. 205 § 1, 1990: Ord. 101 § 4 (part), 1985) Sec. 2-13.06. Organization. As of February 1 st annually, or as soon thereafter as is feasible, the members of the Commission shall elect a chairman and a vice- chairman, who shall hold office for one(1)year.The chairman shall preside over meetings, appoint appropriate committees, sign resolu- tions,and direct the affairs of the Commission. In the absence of the chairman, the duties of this office shall be performed by the vice- chairman. (Ord. 292 § 2, 1995: Ord. 101 § 4 (part), 1985) Sec. 2-13.07. Procedure. The Commission shall adopt rules and regulations to govern its procedures and shall seta time and place for regular meetings which will be held at least once a month. (Ord. 101 § 4 (part), 1985) I i Sec. 2-13.08. Quorum. A majority of the members shall constitute a quorum. (Ord. 101 § 4 (part), 1985) (Atascadero 498) 86 i 00000 G i C - f I 2-13.09.-2-13.10 Sec. 2-13.09., Secretary: Appointment: Minutes. The City Manager shall designate a secretary who shall maintain accurate minutes of the activities and official actions of the Commis- sion.If this person is a City employee,said person shall be compen- sated accordingly. (Ord. 101 § (part), 1985) Sec. 2-13.10, Duties and responsibilities. The duti s and responsibilities of the Parks and Recreation Com- mission shal be to: (a) ct in an advisory capacity to the City Council in all matters pe ining to parks and public recreation and to cooperate 86.1 (Awmdero,4-95) 000031 2-13.11 with other governmental agencies and civic groups in the advance- ment of sound park and recreation planning and programming; (b) Formulate policies and parks and recreation services for consideration by the City Council; (c) Meet with the City Council at least once each year to discuss policies, programs, future needs, or other matters requiring joint deliberations. More frequent meetings may be held if deemed necessary by a determination of a majority of members of the City Council and Parks and Recreation Commission. All such meetings shall be held in accordance with statutory requirements governing public meetings; (d) Recommend to the City Council the development and improvement of parks, recreational areas, facilities, programs, and recreation services; (e) Make periodic surveys of parks and recreation services that exist or may be needed and ascertain the needs of the public for such services; (f) Assist in coordinating parks and recreation services with the programs of governmental agencies and voluntary organizations; (g) Disseminate to the public information concerning the policies and functions of the Parks and Recreation Department; (h) Advise the Director of Community Services in the development and operation of the parks and recreation programs and facilities; (i) Suggest rules and regulations governing the use of parks and recreation areas and facilities. (Ord. 252 § 3, 1992; Ord. 101 § 4 (part), 1985) Sec. 2-13.11. Director of Community Services: Meeting atten- dance: Reports. The Director of Community Services or the Director's delegate shall attend the meetings of the Parks and Recreation Commission and shall make such reports to the Commission,to the City Manager or to the City Council as may be required. (Ord. 252 § 4, 1992: Ord. 209 § 2, 1990: Ord. 101 § 4 (part), 1985) 87 (Atascadero 1-93) I 2-13.12 Sec. 2-13.12. Expenses. Commission members shall be entitled to remuneration for expenses in accordance with the procedure approved by resolution of the Council. (Ord. 101 § 4 (part), 1985 II (Atascadero 1-93) 88 000003 ITEM NUMBER: A DATE: 01/26/99 n i iaia 517-9 CADS City Mana er's Agenda Report co Wade G. McKinney NOVEk OBER 1998 ACCOUNTS PAYABLE & PAYROLL RECOMMENDATION Approve certifie City accounts payable,payroll and payroll vendor checks for November 1998. DISCUSSION • Attached for City Council review and approval are the following: Payroll Period E id 11/06/98 Ck. #37443-37608 $ 132,916.42 Period E id 11/20/98 Ck. #37635-37766 130,050.43 Special I layroll None Pa roll endors Dated 11113/98 Ck. #37617-37634 50,303.79 Dated 11/25/98 Ck. #37767-37783 45,932.70 Dated 11/30/98 Ck.#37789-37796 36,100.97 Accounts Payable Dated November 1-30, 1998 Ck. #-64728-65115 455,869.05 Ck. #EFT39-EFT40 47,308.87 TOTAL AMOUNT $ 898,482.23 000034 City Manager's Agenda Report November 1998 Accounts Payable and Payroll Page Two FISCAL IMPACT . Total expenditures for all funds is $898,482.23. CERTIFICATION The undersigned certifies that the attached demands have been released for payment and that funds are available for these demands. Dated: January 14, 1999 c"t Rac elle Rickard Administrative Services Director Approved by the City Council at a meeting held January 26, 1999. • Marcia M. Torgerson, City Clerk ATTACHMENT: November 1998 Warrant Register in the amount of $503,177.92 000035 MONTH END CASH DISBURSEMENTS REPORT NOVEMBER 1998 Check Number Check Date Vendor Name Net Amount EFT 39 10/30/ 8 MID STATE BANK 23,013.24 EFT 40 11/16/ 8 MID STATE BANK 24,295.63 64341 11/10/8 ATASCADERO FORD 21,678.44 64728 11/4/90 DEANNA KNAUER 220.00 64729 11/5/9$ CODY WHITE 200.00 64730 11/6/9 VOID - 64731 11/6/9 VOID - 64732 11/6/90 VOID - 64733 11/6/90 AERATORS INC. 10,178.94 64734 11/6/9 AMBPAC, INC. 6.20 64735 11/6/93 AMERICAN WEST TIRE&AUTO 25.54 64736 11/6/93 ANDERSON'S AUTO SERVICE 111.52 64737 11/6/93 ARAMARK UNIFORM SERVICES 291.33 64738 11/6/93 ATASCADERO FORD 599.03 64739 11/6/9 ATASCADERO NEWS 1,768.45 64740 11/6/9 ATASCADERO MUTUAL WATER 7,422.60 64741 11/6/98 VOID - 64742 11/6/981 VOID - . 64743 11/6/93 VOID - 64744 11/6/93 ATASCADERO HISTORICAL 60.00 64745 11/6/93 ATASCADERO MOTOR NEWS 60.00 64746 11/6/93 AZFA 25.00 64747 11/6/93 BEE INTERNATIONAL 194.18 64748 11/6/93 CINDY BENSON 639.38 64749 11/6/9'p BROWN &CALDWELL, INC. 57,060.00 64750 11/6/90 JACQUELINE BROOKS 220.00 64751 11/6/9 BSN SPORTS 169.45 64752 11/6/98 RICK BUTLER SALES&SERVICE 10.67 64753 11/6/9 CHARLES ABBOTT ASSC. INC. 3,137.41 64754 11/6/98 GST CALL AMERICA 959.30 64755 11/6/9 VOID - 64756 11/6/9 CAL-COAST REFRIG. 586.67 64757 11/6/98 CALIF. CONF.ARSON INVESTGT 50.00 64758 11/6/98 CALIFORNIA UNIFORM CENTER 261.15 64759 11/6/98 CALIF ARMY NATIONAL GUARD 150.00 64760 11/6/98 CHANNEL PAPER CO 682.11 64761 110% CHEM CLEAN 367.65 64762 11/6K 8 BRADY CHERRY 300.00 64763 11/6/8 KAREN CLANIN 539.00 64764 11/6/ 8 COAST TO COAST HARDWARE 63.76 64765 11/6/98 COASTAL IMAGING SUPPLIES 184.47 64766 11/6/E8 COMM.ASSOC.INST. 250.00 64767 11/6A8 COOPERATIVE PERSONNEL SVC 930.25 64768 ll/M 8 CIMON CORMIER 42.00 000036 Page 1 MONTH END CASH DISBURSEMENTS REPORT NOVEMBER 1998 Check Number Check Date Vendor Name Net Amount 64769 11/6/98 CPRS DISTRICT VIII 100.00 64770 11/6/98 SUSAN COUCH 34.59 64771 11/6/98 CRYSTAL SPRINGS WATER CO. 27.00 64772 11/6/98 CUESTA WQUIPMENT CO. 558.76 64773 11/6/98 L.N. CURTIS AND SONS 199.41 64774 11/6/98 DARRYUS LOCK AND SAFE 7.90 64775 11/6/98 DAN DAVIS 68.74 64776 11/6/98 DECOU LUMBER COMPANY 254.34 64777 11/6/98 DEPT. WATER RESOURCES 512.00 64778 11/6/98 DISNEYLAND 1,909.00 64779 11/6/98 DOOLEY ENTERPRISES INC. 198.41 64780 11/6/98 GEORGE L. EDWARDS 45.00 64781 11/6/98 EMS PERSONNEL FUND 125.00 64782 11/6/98 FGL ENVIRONMENTAL 194.40 . 64783 11/6/98 FIRST IN FIRE EQUIPMENT 565.70 64784 11/6/98 FIRST AID DIRECT 130.58 64785 11/6/98 FOLKINS&FOLKINS INC. 448.28 64786 11/6/98 FOOD FOR LESS 253.81 64787 11/6/98 MR DAVID FOOTE 7,860.00 64788 11/6/98 FRAZEE PAINT&WALLCOVERINGS 255.47 64789 11/6/98 FRANKLIN ELECTRIC COMPANY 300.00 64790 11/6/98 MICHAEL FREDRICK PAVING 15,000.00 64791 11/6/98 MITCH FREDRICK 1,275.00 64792 11/6/98 FRIENDS OF BURNET PARK ZOO 146.01 64793 11/6/98 GALL'S INC. 684.93 64794 11/6/98 KAREN GARMEN 64795 11/6/98 GEM AUTO PARTS 1,124.68 64796 11/6/98 VOID _ 64797 11/6/98 GENERAL HOSPITAL, COUNTY 56.00 64798 11/6/98 RICHARD GOODE 90.00 64799 11/6/98 GRISTANTI HARDWARE 18.86 64800 11/6/98 THE GRIP ISP 21.95 64801 . 11/6/98 GTE MOBILNET 127.45 64802 11/6/98 HARRIS AUTO DETAILING 115.00 64803 11/6/98 SARA HASKELL 182.00 64804 11/6/98 INFORMATION SERVICES DIV. 68.00 64805 11/6/98 EVELYN INGRAM 198.98 64806 11/6/98 INTERNATIONAL INSTITUTE 95.00 64807 11/6/98 JESPERSEN'S TIRE SERVICE 29.98 64808 11/6/98 JIFFY LUBE#1932 48.16 64809 11/6/98 JIM'S CAMPUS CAMERA 185.00 64810 11/6/98 JOBS AVAILABLE 92.00 64811 11/6/98 PETE JOHNSTON CHEVROLET 79.91 0 64812 11/6/98 KUSSMAUL ELETRIC CO. INC. 232.21 Page 2 000037 MONTH END CASH DISBURSEMENTS REPORT NOVEMBER 1998 Check Number Check Date Vendor Name Net Amount 64813 111/6K8 LIFE ASSIST INC, 129.56 64814 11/6K8 LYNDON'S AUTOMOTIVE 143.61 64815 11/6/8 CYNDI MALMEN 378.88 /6/ 64816 11 8 CURTIS MARROW 42.00 64817 11/6/8 WADE MCKINNEY 488.00 64818 11/6/08 MID COAST MOWER&SAW 304.80 64819 11/6/E8 MID-COAST GEOTECHNICAL 648.00 64820 11/6K8 KEVIN MILLER 60.00 64821 11/61E8 MISSION UNIFORM SERVICE 128.73 64822 11/6A8 MISSION OFFICE PRODUCTS 61.60 64823 11/6/p8 EDDIE MITCHELL . 105.00 64824 11/6K8 STEVE MORRIS 42.00 64825 11/6K8 THE MUSIC FACTORY 343.72 64826 11/6K8 NATIONAL FIRE PROTECTION 115.00 64827 11/6K8 NORTH COAST ENGINEERING 45,428.53 64828 110 8 VOID - 64829 11/6/98 VOID - 64830 11/6/8 NORTH COUNTY CHRISTIAN 250.00 64831 11/6/08 OBISPO PACIFIC 1,229.39 64832 11/6A8 OUTLET TOOL SUPPLY 372.72 64833 11/6K 8 PACIFIC HOME IMPROVEMENT 181.90 64834 11/6A8 VOID - 64835 11/6/ 8 PACIFIC BELL 3,706.01 64836 11/6/8 VOID - 64837 11/6/8 VOID - 64838 11/6/ 8 VOID 64839 11/6K8 PACFIC GAS & ELETRIC 22,309.21 64840 11/6A8 VOID - 64841 11/6K8 VOID - 64842 11/6/cf8 VOID - 64843 1106 8 VOID 64844 11/6/ 8 PACFIC AUTO GLASS 181.32 64845 11/6K 8 PAPER WORKS 210.56 64846 11/6/E8 H.D. PETERSON 6,239.72 64847 11/6/E8 PETTY CASH/FIRE DEPT. 104.26 64848 11/6/cf8 VOID - 64849 11/6/ 8 PETTY CASH/FIRE DEPT. 222.34 64850 11/6/8 VOID - 64851 11/6/08 TERRY PETERSON 72.00 64852 11/6/8 JASON PLATZ 90.00 64853 11/6/ 8 PRO MOTION 1,013.78 64854 11/6/8 QUILL CORP. 284.98 64855 11/6/ 8 RADIO SHACK/ACCOUNTS REC. 292.70 64856 11/6/08 RECOGNITION WORKS 368.94 Page 3 000038 MONTH END CASH DISBURSEMENTS REPORT NOVEMBER 1998 Check Number Check Date Vendor Name Net Amount 64857 11/6/98 STEVE ROBINSON, DVM 800.00 64858 11/6/98 PAMELA RODKEY 280.00 64859 11/6/98 STEVE ROMO 42.00 64860 11/6/98 RRM DESIGN GROUP 444.50 64861 11/6/98 SAFETY-KLEEN CORP. 87.75 64862 11/6/98 PAUL SALDANA 300.00 64863 11/6/98 CITY OF SANTA BARBARA 2,198.00 64864 11/6/98 SAN JOAQUIN SUPPLY CO, 253.70 64865 11/6/98 SANTA MARIA TIRE INC. 164.58 64866 11/6/98 SAN LUIS OBISPO COUNTY 78.00 64867 11/6/98 SAN LUIS VIDEO SYSTEMS 1,142.21 64868 11/6/98 SAN LUIS PERSONNEL 2,196.50 64869 11/6/98 LISETTE SCHOLL 271.60 64870 11/6/98 SHOMER-TEC, INC. 114.00 64871 11/6/98 JOHN SIEMNS 269.50 64872 11/6/98 SIERRA DIGTAL INC. 50.00 64873 11/6/98 SIERRA DISPLAY INC 3,891.42 64874 11/6/98 THE SIGN OUTLET 131.85 64875 11/6/98 SILVERADO STAGES, INC. 969.00 64876 11/6/98 ROLAND SNOW 37.07 64877 11/6/98 SOLANO PRESS BOOKS 60.84 64878 11/6/98 THE GAS COMPANY 28.88 64879 11/6/98 SOUTH COAST FRIE EQUIP.,INC 55.30 64880 11/6/98 KURT W. STONE 19.00 64881 11/6/98 ANTHONY STORNETTA 435.00 64882 11/6/98 SUPERIOR OFFICE SYSTEMS 22.16 64883 11/6/98 DAVE SWEETLAND 40.12 64884 11/6/98 SYLVESTERS SECURITY ALARM 22.50 64885 11/6/98 TAYLOR RENTAL CENTER 89.21 64886 11/6/98 TELEGRAM-TRIBUNE 262.40 64887 11/6/98 TEMPLETON FEED&GRAIN 73.31 64888 11/6/98 TEMPLETON HIGH SCHOOL 415.00 64889 11/6/98 THREE DAY BLINDS(3 DAY) 82.58 64890 11/6/98 J CHRISTOPHER TOEWS 150.00 64891 11/6/98 MARCIA TORGERSON 137.96 64892 11/6/98 TRI-COUNTY ELEVATOR CO 579.95 64893 11/6/98 DOUG TROUT 84.00 64894 11/6/98 UNITED GREEN MARK INC. 432.86 64895 11/6/98 UNOCAL 1,292.63 64896 11/6/98 U.S.D.A./APHIS/REAC/ 235.00 64897 11/6/98 IWINA VAN BEEK 75.00 64898 11/6/98 TOM VELASQUEZ 84.00 64899 11/6/98 WAL-MART 118.49 64900 11/6/98 WATER ENVIRONMENT 81.00 Page 4 000039 MONTH END CASH DISBURSEMENTS REPORT NOVEMBER 1998 Check Number Chec c Date Vendor Name Net Amount 64901 11/6/91 WAYCO FIRE EXTINGUISHERS 232.84 64902 11/6/91 WESTERN JANITOR SUPPLY 41.80 64903 11/6/90 WILKINS DESIGN 2,627.83 64904 11/6/9 1 WILDLIFE CONS. SOCIETY 144.50 64905 11/6/93 SCOTT WOODHOUSE 75.00 64906 11/6/93 ZUMAR INDUSTRIES INC. 383.82 64907 10/16/ 8 SILVERADO STAGES, INC. 929.00 6490811/9/9 PAPER WORKS 85.00 64909 11/12/ 8 DISNEYLAND 1,196.00 64910 11/19/08 VOID - 64911 11/19/ 8 VOID - 64912 11/19/18 VOID - 64913 11/19 8 VOID - 64914 11/19/)8 VOID - 64915 11/19/)8 AGAPE HOMES 40.00 64916 11/19/)8 AMERICAN WEST TIRE&AUTO 660.05 64917 11/19/)8 AMERICAN ZOO&AQUARIUM 792.00 64918 11/19/)8 ARAMARK UNIFORM SERVICES 339.85 64919 11/19/)8 ASSOC. OF ZOOLOGICAL HORT. 25.00 64920 11/19/)8 ATASCADERO FORD 1,235.69 64921 11/19/8 ATASCADERO GLASS 8,920.00 64922 11/19/, 8 ATASCADERO NEWS 122.71 64923 11/19/98 ATASCADERO RADIATOR 430.48 64924 11/19/8 ATASCADERO MOTORS WORKS 1,198.30 64925 11/19/ 8 VOID - 64926 11/19/ 8 ATASCADERO DOOR COMPANY 25.79 64927 11/19/ 8 THE BANK OF NEW YORK 2,640.15 64928 11/19/)8 THOMAS BERMINGHAM 50.00 64929 11/19/)8 BEST WESTERN-SUTTERHOUSE 221.76 6.4930 11/19/)8 MICHAEL BUCKMAN 12.89 64931 11/19/ 8 C&D TRUCK SERVICE 267.10 64932 11/1908 CAL-STATE AUTO GLASS 203.63 64933 11/191)8 CALIF. SOCIETY OF MUNCIPIL 100.00 64934 11/19/)8 CALIFORNIATURF 52.15 64935 11/19Y)8 CALIFORNIA UNIFORM CENTER 48.26 64936 11/19))8 CALIFORNIA INTERNET 572.85 64937 11/19,98 CALIF.TRAINING OFFICERS 125.00 64938 11/19,98 CALIFORNIA OVERNIGHT 42.80 64939 11/19,98 CANNON ASSOCIATES 1,312.50 64940 11/19,98 C.A. SINGER&ASSOCIATES 1,312.50 64941 11/1998 CENTRAL COAST PLUMBING 26.28 64942 11/19198 CENTRAL COAST SANITATION 169.74 64943 11/1998 CVT/CENTRAL VALLEY 77.00 64944 11/1998 CENTER FOR LIVABLE COMM 27.62 Page 5 000040 MONTH END CASH DISBURSEMENTS REPORT NOVEMBER 1998 Check Number Check Date Vendor Name Net Amount 64945 11/19/98 CHANNEL PAPER CO 307.81 64946 11/19/98 S.E. CHAMBERS CONSTRUCTION 112.50 64947 11/19/98 CHEVRON U.S.A. INC 97.60 64948 11/19/98 CHICAGO GRADE LANDFILL 232.05 64949 11/19/98 CHIEF SUPPLY,INC 126.88 64950 11/19/98 DAWN CLANIN 600.00 64951 11/19/98 JOHN CLASSEN 214.00 64952 11/19/98 CLEAN WATER OUTLET 35.00 64953 11/19/98 COAST TO COAST HARDWARE 32.46 64054 11/19/98 COASTAL IMAGING SUPPLIES 67.57 64955 11/19/98 COMPUMASTER 773.00 64956 11/19/98 CAREN CONNOLLY 268.00 64957 11/19/98 CIMON CORMIER 87.00 64958 11/19/98 JOHN COUCH 36.00 64959 11/19/98 CRISTANDO HOUSE, INC 179.00 64960 11/19/98 KEITH V. CROWE, P.E. 4,080.00 64961 11/19/98 CRYSTAL SPRINGS WATER CO. 67.00 64962 11/19/98 DARRYUS LOCK AND SAFE 167.81 64963 11/19/98 DAY-TIMERS, INC 11.01 64964 11/19/98 DECOU LUMBER COMPANY 390.00 64965 11/19/98 DEPT. OF TRANSPORTATION 608.41 64966 11/19/98 DEPARTMENT OF JUSTICE 32.00 64967 11/19/98 DIVERSIFIED RISK INSURANCE 1,053.50 64968 11/19/98 DOOLEY ENTERPRISES INC. 387.17 64969 11/19/98 EARTH DESIGN INC 324.68 64970 11/19/98 GEORGE L. EDWARDS 210.00 64971 11/19/98 EL CAMINO BUILDING SUPPLY 68.60 64972 11/19/98 EL CAMINO CAR WASH 171.00 64973 11/19/98 EL CAMINO VETERINARY 1,303.30 64974 11/19/98 EXTRAORDINARY EVENTS 135.00 64975 11/19/98 FAMILY PHOTO 314.11 64976 11/19/98 FENDER'S AUTO SERVICE 60.93 64977 11/19/98 FGL ENVIRONMENTAL 129.60 64978 11/19/98 FIRST AID DIRECT 39.68 64979 11/19/98 STEVE FLEMING 200.00 64980 11/19/98 DAVID M. FLEISHMAN 532.00 64981 11/19/98 FOLKINS& FOLKINS INC. 1,391.69 64982 11/19/98 FOOD FOR LESS 302.32 64983 11/19/98 FRAZEE PAINT&WALLCOVERINGS 122.04 64984 11/19/98 KAREN FRICKEL 44.00 64985 11/19/98 FRONTIER AUTOMOTIVE 92.73 64986 11/19/98 GEM AUTO PARTS 463.37 64987 11/19/98 VOID - 64988 11/19/98 GENERAL HOSPITAL, COUNTY 224.00 Page 6 000041 MONTH END CASH, DISBURSEMENTS REPORT NOVEMBER 1998 Check Number Chec Date Vendor Name Net Amount 64989 11119/98 _ GENERAL SERVICES ADMIN 414.55 64990 11/19/98 GERMAIN'S SEEDS, INC 252.12 64991 11/19/ 8 GOLDEN WEST COLLEGE 39.00 64992 11/19/ 8 RICHARD GOODE 30.00 64993 11/19/ 8 DAVID GRAVES 293.32 64994 11/19/8 GRISTANTI HARDWARE 49.94 64995 11/19/(r8 GTE WIRELESS 85.06 64996 11/19/8 HANOVER SPECIALTIES, INC. 5,770.00 64997 11/19/ 8 HAPPY TRAILS AUTOMOTIVE 27.00 64998 11/19/$8 HARMONY MACHINE&WELDING 52.00 64999 11/19/08 HOAGLAND CONSTRUCTION 484.00 65000 11/19/8 INFORMATION SERVICES DIV. 611.89 65001 11/19/ 8 EDWARD P. JARDINI M.D. 133.00 65002 11/19/98 JIFFY LUBE#1932 169.50 65003 11/19/98 KIM JOHNSON 31.20 65004 11/19/98 JOSLIN ELECTRIC 785.00 65005 11/19198 JEFF JOYNT 53.87 65006 11/19/08 JUSTICE PLANNING &MGMT. 171.00 65007 11/19/08 SEAN KAIN 255.00 65008 11/19/08 KAISER SAND&GRAVEL CO. 296.52 65009 11/19/8 KEN'S MOBIL SERVICE 700.94 65010 11/19/ 8 KIQO-FM 475.00 65011 11/19/ 8 K-MART 28.40 65012 11/19/8 KNB ADVERTISING 328.86 65013 11/19/ 8 KPRL 1230 AM 748.00 65014 11/19/08 LAIDLAW TRANSIT SERVICES 18,336.39 65015 11/19/8 LA PET PRODUCTS 1,003.50 65016 11/19/ 8 LDS CHURCH 235.00 65017 11/19/!38 LEADS SOFTWARE GROUP INC 321.34 65018 11/19/08 LEAGUE OF CLAIF CITIES 705.00 65019 11/19/08 ROBERT B. LILLEY 52.50 65020 11/19/)8 LOOKOUT SERVICES 283.14 65021 11/19/)8 LINDA LOUNDER 75.00 65022 11/19/)8 LUCENT TECHNOLOGIES 22.41 65023 11/19/08 MADRONE LANDSCAPING 243.75 6502411/19/ 8 JOHN MARTINO 576.00 65025 11/19/8 MARK MARKWORT 44.20 65026 11/19/08 MARRIOTT HOTEL 488.40 65027 11/19/)8 MASTERCARD DEPT. 1,322.70 65028 11/19/)8 MICHAEL MCCAIN 210.00 65029 11/19/)8 DAN MCGAULEY 125.00 65030 11/19/08 WADE MCKINNEY 235.00 65031 11/19/98 CORY MEYER 35.00 65032 11/19/98 MID COAST MOWER&SAW 208.49 00®®42 I Page 7 MONTH END CASH DISBURSEMENTS REPORT NOVEMBER 1998 Check Number Check Date Vendor Name Net Amount 65033 11/19/98 KEVIN MILLER 30.00 65034 11/19/98 MISSION UNIFORM SERVICE 76.79 65035 11/19/98 EDDIE MITCHELL 90.00 65036 11/19/98 MOBIL OIL CREDIT CORP. 18.50 65037 11/19/98 MOBILECOM, INC 77.46 65038 11/19/98 MOSS, LEVY& HARTZHEIM 2,000.00 65039 11/19/98 MYERS-STEVENS AND CO, INC 101.50 65040 11/19/98 NATIONAL LAW ENFORCEMENT 120.00 65041 11/19/98 NEXTEL COMMUNICATIONS INC 670.94 65042 11/19/98 NICKSON'S MACHINE SHOP 4,455.71 65043 11/19/98 NORTH COAST ENGINEERING 32,334.37 65044 11/19/98 VOID - 65045 11/19/98 NORTH COUNTY GLASS 141.90 65046 11/19/98 PACIFIC HOME IMPROVEMENT 292.40 65047 11/19/98 VOID - 65048 11/19/98 PACIFIC BELL 526.97 65049 11/19/98 VOID - 65050 11/19/98 PACIFIC GAS AND ELECTRIC 408.06 65051 11/19/98 PACIFIC EQUIPMENT/IRRIG. . 97.60 65052 11/19/98 PANASONIC COMMUNICATIONS 944.55 65053 11/19/98 PAPER WORKS 3.75 65054 11/19/98 PASO ROBLES ELECTRIC 114.55 65055 11/19/98 PASO ROBLES CONCRETE 175.00 65056 11/19/98 PASO ROBLES AG CENTER 54.89 65057 11/19/98 JANICE PATTERSON 100.00 65058 11/19/98 LYNN PEAVEY COMPANY 122.50 65059 11/19/98 PERRY'S PARCEL SERVICE 147.25 65060 11/19/98 H.D. PETERSON 5,025.94 65061 11/19/98 PETTY CASH 512.03 65062 11/19/98 DWIGHT PETERSON LOW BED 321.00 65063 11/19/98 PFLUM'S ATAS. MUFFLER 150.00 65064 11/19/98 PIONEER EQUIPMENT CO 7,742.39 65065 11/19/98 VOID - 65066 11/19/98 JASON PLATZ 30.00 65067 11/19/98 PRO MOTION 71.50 65068 11/19/98 QUAD-KNOPF 4,587.50 65069 11/19/98 QUILL CORP. 109.45 65070 11/19/98 RADIO SHACKIACCOUNTS REC. 147.95 65071 11/19/98 RAINBOW MEALWORMS 26.41 65072 11/19/98 CYNTHIA REID 24.00 65073 11/19/98 REMARKABLE PRODUCTS INC 18.45 65074 11/19/98 JOHN P. RILEY 180.00 65075 11/19/98 ROCKWOOD CORPORATION 114.00 65076 11/19/98 ROCHE DIAGNOSTIC SYSTEMS 193.05 000043 Page 8 MONTH END CAS DISBURSEMENTS REPORT NOVEMBER 1998 Check Number Check Date Vendor Name Net Amount 65077 11/19/ 8 STEVE ROMO 42.00 65078 11/19/08 SAN JOAQUIN SUPPLY CO, 228.63 65079 11/19/)8 SAN LUIS POWERHOUSE 218.93 65080 11/19/)8 SLO COUNTY-ANIMAL SERVICES 13,750.00 65081 11/19/)8 SAN LUIS PERSONNEL 906.00 65082 11/19/)8 SAN LUIS OBISPO COUNTY 755.25 65083 11/19/)8 SERVICE MASTER COMMERICAL 870.00 65084 11/19/)8 SILVERADO STAGES, INC. 1,189.00 65085 11/19/)8 SIMPLEX TIME RECORDER CO 247.50 65086 11/19/ 8 TANI SMIDA 45.00 65087 11/19/ 8 SOLON FIRE CONTROL 225.17 65088 11/19/08 THE GAS COMPANY 266.49 65089 11/19/8 SOUTHWEST SERVICES 555.52 65090 11/19/ 8 STATEWIDE LEAGAL SUPPORT 295.00 65091 11/19/08 SHIRLEY SUMMERS 162.00 65092 11/19/8 SUNLIGHT JANITORIAL 1,140.00 65093 11/19/ 8 SUN BADGE COMPANY 110.32 65094 11/19/)8 SUPERIOR OFFICE SYSTEMS 808.07 65095 11/19/)8 TELEGRAM-TRIBUNE 750.11 65096 11/19/ 8 TEMPLETON FEED &GRAIN 75.45 65097 11/19/ 8 TENET CORPORATION 6.00 65098 11/19/08 TERRY& PAULSON 300.00 65099 11/19/ 8 TRI-COUNTY ELEVATOR CO 198.00 65100 11/19/ 8 DOUG TROUT 42.00 65101 11/19/)8 UNITED GREEN MARK INC. 1,488.36 65102 11/19/)8 USA COMMUNICATIONS 3,206.98 65103 11/19/)8 US BANK TRUST N.A. 26,250.00 65104 11/19/)8 VALLEY RESEARCH &PLANNING 3,555.00 65105 11/19/98 IWINA VAN BEEK 30.00 65106 11/19/)8 MIKE WALSH 25.00 65107 11/19/)8 WASTEWATER SOLIDS MGMT CO 12,688.00 65108 11/19/)8 WAYCO FIRE EXTINGUISHERS 160.03 65109 11/19/)8 WESTERN JANITOR SUPPLY 22.64 65110 11/19/)8 LEE WILSON ELECTRIC CO 672.00 65111 11/19/)8 WILKINS CREATIVE PRINTING 25.90 65112 11/19/08 SCOTT WOODHOUSE 45.00 65113 11/19/ 8 WULFING'S POLYGRAPH SVC 125.00 65114 11/19/ 8 ZAP MANUFAG�URING, INC 274.36 65115 11/19/98 ZUMAR INDUSTRIES INC. 550.19 TOTALS $ 503,177.92 iPage ITEM NUMBER: A — 2 DATE: 01/26/99 a oil as 1918 1 9 CAD�� City Mana er's Agenda Report Wade G. McKinney DECEMBER 1998 ACCOUNTS PAYABLE & PAYROLL RECOMME14DATION Approve certified City accounts payable,payroll and payroll vendor checks for December 1998. DISCUSSIO Attached for City Council review and approval are the following: Payroll Period E id 12/04/98 Ck:#37799-37968 $ 140,512.49 Period E id 12/18/98 Ck. #37988-38121 130,498.20 S ecial Pavroll Dated 12103/98 Ck. #37784-37788 14,286.06 Payroll Tendors Dated 12107/98 Ck. #37797-37798 92.65 Dated 12f 11/98 Ck. #37969-37987 47,508.16 Dated 12f24/98 Ck. #38122-38138 46,831.10 Dated 12131/98 Ck. #38139-38147 29,810.79 Accounts Payable Dated Dc cember 1-31, 1998 Ck. #-65116-65646 488,693.74 Ck. #EFT41-EFT44 79,080.05 TOTAL AMOUNT $ 977,313.24 000045 City Manager's Agenda Report December 1998 Accounts Payable and Payroll Page Two FISCAL IMPACT Total expenditures for all funds is $977,313.24. CERTIFICATION The undersigned certifies that the attached demands have been released for payment and that funds are available for these demands. Dated: January 14, 1999 Rachelle Rickard Administrative Services Director Approved by the City Council at a meeting held January 26, 1999. Marcia M.Torgerson, City Clerk ATTACHMENT: December 1998 Warrant Register in the amount of $567,773.79 000046 -f AC W QW W ISI .� G^.'.G 'L•LL •::G'L `L:•C`L`L `L•L :14 z ie:G`L•L G `Le.z `.G`L ile ie ie`4z `L le _ 5 Uf-- I Ir wi it O LU C:UUUUU UUUU UU UU UU UU UUUUUUUUUU UU 5 >-C I C C'¢ - x XW WYWW.LW WL WW WW WW WW LWwwWW WW WLiWW WW a.a., IU :tUU LL ¢T x :r TT SSSS -•-- - m= m:= m2: SSS.SSTS IH \1pp+ H CC Q }-U (,�UUUUUUUUU {}UUULtUUVUUUUUUi.)L' 000U W# �. i W �Tsi LU II. 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CT 1 3,1 Ua "ra -.,h c-a 0- n,y .'t`'\ r�,;+. e?, 0. `••o' ^• or, s y4 ! C ^ M, . - Z; �D .`-awn Y S,7a':�� S� u S r moi_ ,. � ,Y y. i�>) „-�..� �r ♦ v � . �;h�.� p ai.;•: .: r . n J — !- M C . t,, V `C w s N n R _ \*' '' C Q - `a - C,.- V-1 a• 'r ,`1 '-'U is .' ' ' In ti 'v. V a:. ti w `5. 1.a.. V ` \ `C ti \: \ `.. u _•z $",c- -, u r 000004, : z- e i ;i L CL t .aU F- - t UUUUUUUUUU 0>- ¢ 1 W W W a: W W WW W W_ 1 UUU'U UUU UUU' - - - W'K!��. i�0 AA AAAA AA A 0 JI W WW1+!WWLll WWW - 0- L) O 1 QQ ¢¢ QQ¢ ¢¢¢ •H I oris xLeiCG.iSLiCL _ 41 W W W W W WW W W W CL I'Z Z Z Z Z.Z Z Z Z Z •.i 1 W W W W W W W W W W - - - 1. O O to h U O OL^.0 l^ .. - - N1UVU000.(1ULYU - 0) 1 "t-i i-,f-S.H H" F"1 H 1_{ A 0 1 0000000000 - .. . W 1 i-F'r!-t-F-F t-I-.-i... - 41 o s 4 r� N min tN it 11 as1 t `c Iia 41s � Vj Lr. It �os os o T.Gy try o 44 m - t I: i r4 in, rrm Sm Jt 1 P 1 c'` II _ >• Ci C6 . -y; I L7 M.r,_Cd Cd'T 'T 'T W`o I n I IN 11 - rtr u"Cd Cl¢ I i 0 1 `C fl 1 It 41 .r, O - 4-. 41 m I QQ ¢¢ < GQ<ICL6 u..O - . -NUC: - - cA U F- A U tit ! W s-+ L' 1 H r .i o ct) 9=t LC....J 4" Z u .TL I'JQ _ 0 u r4 LL 0 (?. - i+z mr, a C . . - t\ > ?> 3333 1 f,n- Lo r N. cif u 10 UT by mm ©C-1 y^y, • n ; s 000058 r CC v - _ ITEM NUMBER: A - 3 DATE:_ 01/26/99 n i ®i ice® lies ® iae ;i City Mana er's Agenda Report Wade G. McKi ney Minor Road Improvement Projects RECOMMENDATION: Council authorize the Mayor to execute an agreement with Madonna Construction to construct the Minor Road Improvement Projects at a maximum cost of$56,076 and make the necessary appropriations. DISCUSSION: The minor road improvement projects consist of numerous road repairs throughout the City. iAttachment B provides a listing of the sites and the type of repair. Bids were received and publicly opened on November 28, 1998 for the minor road improvement projects. Consistent with City procurement olicies,the award of the contract requires Council approval. A bid summary prepar 'd by the City Clerk is included in this report for reference. The low bid was submitted by Madonna Construction in the amount of$56,076. The bids have been the ked for completeness and accuracy. Staff finds Madonna Construction to be the lowest responible bidder. FISCAL IMPACT $ 56,076 to be paid from Fund 700 "Streets &Bridges Fees". PROJECT EXPENDITURES Construction $56,076 TOTAL PROJECT EXPENDITURES $56,076 000059 ITEM NUMBER: A - 3 DATE: 01/26/99 ALTERNATIVES: 1. Do not Award Contract- improvements will not be constructed. The existing roadway and drainage deficiencies will not be corrected. The deficiencies will become more severe with time and will require more expensive correction. ATTACHMENTS: Attachment A- Bid Summary Attachment B- Summary of Projects • 000060 ATTACHMENT A Bid Summary Cit ofAta' scadera . Office of the City Clerk BID SUMMARY TO: Brady Cherry,Community Services Director � ,may FROM: Marcia�4cClure Torgerson,City Clerk!"' r BID NO.: 98-13 II' OPENED: 10/29/9 2:00 p,m. PROJECT: Minor Load Improvements Program (1) bid was received a d opened today,as follows: Bidder Base Bid . Madonna Construction Company $56,076.00 P.O. Box 3910 San Luis Obispo,CA 93403 t Attachment: l bid PJ6M 1W e. ITEM NUMBER: A - 3 DATE: 01/26/99 ATTACHMENT B Minor Road Improvement Projects MINOR ROAD IMPROVEMENT PROJECTS - 1998/1999 DESCRIPTION LOCATION CONTRACT ITEM APPROXIM UNIT OF OF WORK OF WORK ATE MEASURE QUANTITY Alcantara Avenue near intersection w/ Asphalt Concrete, Type 5 TON Skin Patching Marchant Avenue B (skin patch) Concrete Cross Gutter, 200 SF City Std 421 Cayucos Avenue Cross Gutter Aggregate Base, Class 2 10 TON Earthwork 1 LS Curbaril Avenue 8000-9000 block Asphalt Concrete, Type 2 TON Skin Patching B (skin patch) Cortina Avenue @ Valle Avenue Asphalt Concrete, Type 2 TON Skin Patching B (skin patch) Asphalt Concrete, Type 12 TON B 4000 block Del Rio Road Pavement Widening Asphalt Concrete Dike, 200 LF City Standard 418 Aggregate Base, Class 2 30 TON Earthwork 1 LS Delores Avenue @ Valentina Avenue Asphalt Concrete, Type 25 TON Skin Patching B (skin patch) 000062 ITEM NUMBER: A - 3 DATE: 01/26/99 MINOR ROAD IMPROVEMENT PROJECTS - 1998/1999 DESCRIPTION I,OCATION CONTRACT ITEM APPROXIM UNIT OF OF WORK OF WORK ATE MEASURE QUANTITY San Anselmo Asphalt Concrete, Type 40 TON Avenue to West Mall B (skin patch) El Camino Real Skin Patching Mono Road Asphalt Concrete, Type 70 TON to Crbaril Avenue B (skin patch) Cur aril Avenue to Asphalt Concrete, Type 40 TON Santa Rosa Avenue B (skin patch) Sant Rosa Ave to Asphalt Concrete, Type 70 TON San iego Avenue B (skin patch) Laurel Avenue Sant Lucia Avenue Asphalt Concrete, Type 165 TON Overlay to If 00 feet south B Lomitas Avenue 600 block Asphalt Concrete, Type 12 TON Skin Patching B (skin patch) Los Osos Road 8000 block Asphalt Concrete, Type 2 TON Skin Patching B (skin patch) Reconstruct Concrete 300 SF Plata Avenue Cross Gutter, City Std Cross Gutter 421 Reconstruction Aggregate Base, Class 2 10 TON Earthwork 1 LS l ck Asphalt Concrete San Gabriel Road 800 b o p Type 2 TON Skin Patching B (skin patch) San Luis Ave 7009 block Asphalt Concrete, Type 1 TON Skin Patching B (skin patch) 000063 ITEM NUMBER: A - 3 DATE: 01/26/99 MINOR ROAD IMPROVEMENT PROJECTS - 1998/1999 DESCRIPTION LOCATION CONTRACT ITEM APPROXIM UNIT OF OF WORK OF WORK ATE MEASURE QUANTITY Asphalt Concrete, Type 15 TON B San Gabriel Road to San Marcos Road 9550 San Marcos Pavement Road Widening Asphalt Concrete Dike, 250 LF City Standard 418 Aggregate Base, Class 2 35 TON Earthwork 1 LS Santa Ana Road 12500 block Asphalt Concrete Dike, 200 LF City Standard 418 Santa Barbara between El Camino Asphalt Concrete, Type 30 TON Road Real and U.S. 101 B(skin patch) Skin Patching Halcon Rd north to Asphalt Concrete, Type 50 TON El Camino Real B Viejo Camino Overlay and Misc. Repairs Reconstruct Concrete 500 SF Cross Gutter, City Std @ El Camino Real 421 Reconstruct Concrete 200 SF Sidewalk, City Std 419 Sidewalk Ramp, 1 EA City Std 420 Aggregate Base, Class 2 25 TON Roadway Excavation 1 LS 064 ITEM NUMBER: A - 4 DATE: 01/26/99 n X1_8 ® 1979 • Ct�ID�� City Mana er's Agenda Report Wade G. McKinney Sa to Cruz Road Slope Rehabilitation Project RECOMMENDATION: Council authorize the Mayor to execute an agreement with Souza Construction to construct the Santa Cruz Road Slope Project repairs at a maximum cost of$96,526 and make the necessary appropriations. DISCUSSION: . Design of the Santa Cruz Road Slope Rehabilitation Project improvements have been completed. Bids were received and publicly opened on January 7,' 1999. Consistent with City procurement policies,the award oft the contract requires Council approval. A bid summary prepared by the City Clerk and an itemized bid summary are included in this report for reference. The low bid was submitted by Souza Construction in the amount of $80,442.00 The bids have been checked for completeness and accuracy. Staff finds Souza Construction to be the lowest responsible bidder. FISCAL IMPACT The project has been authorized for FEMA funding in the maximum amount of$ 135,735 in FEMA funding. The funding source for the project is City Fund 500. PROJECT EXPENDITURES Construction $80,442 Contingencies @ 10% $ 8,042 Construction Engineering (Inspection, Contract Administration, Survey, Soils Testing)@ 10% $ 8,042 F_ TOTAL PROJECT EXPENDITURES $96,526 000065 ITEM NUMBER: A - 4 DATE: 01/26/99 ALTERNATIVES: 1. Do not Award Contract improvements will not be constructed. The existing storm damage to Santa Cruz Road and the adjacent private property will not be repaired. The extent of the present damage will be increased by future rains which will necessitate a more expensive rehabilitation. The project will not take advantage of the available FEMA funding. ATTACHMENTS: Attachment A-Bid Summary Attachment B - Itemized Bid Summary 000066 ATTACHMENTA ... Bid Summary C • it Y f 0Atascadero O ice .of the City Clerk .� BID SUMMARY TO: Brady Cherry, Community Services Director FROM: Marcia McClure Torgerson, City Clerk BID NO.: 98-15 r OPENED : 01/07/99 2:00 p.m. PROJECT: Santa Cruz Road Slope Stabilization Project (5) bids were received and opened today, as follows: Bidder Base Bid Souza Construction,Inc. $80,442.00 P.O. Box 3903 San Luis Obispo, CA 93403 Spiess Constuction Co., Inc. $97,995.00 P.O. Box 2849 Santa Maria, CA 93457 John Madonna Construction Company $115,179.00 P.O. Box 5310 San Luis Obispo, CA 93403 Madonna Construction Co. $115,625.00 P.O. Box 3910 San Luis Obispo, CA 93403 Whitaker Contractors,Inc. $118,543.00 P.O. Box 910 Santa Margarita, CA 93453 Attachment: 5 bids 1999 00 l7 PUBLIC WORKS " CITY Or,ATASCADER0 N W O O Oa 000 O O O O O Cl r- C U 00 0 0 0 0 0 0 Cl 0 O O p O O 0 0 0 _0 O C 0 0 0 0 0 0 LO CO n 0 0 00 0 00 0 0 N to N to O 0 0 — r.- O W M O t0 W2 r CD C tp C M . N� r- ao —7 k - U .. O v 8 � M 0aCO - a C U) rn UMC CU X cw o00r0� 00000oootn N 0 ` 00o0Qm -r — — co0n � 0 O N O n.O 0 O N co n. cn O O Oa O O O O O O O O p o to U 0 0 0 0 0 0 0 0 0 0 0 0 p ar° orSo0ouitotO00oo of Ch Q to O N v v N v to 0 a- 0 O rn rn rn cQ U M J to act to to v_ v_ rn to r- 0 v LO ce) CO UO {¢- v v N r N r U Fa- N O a.M 69. O z Q C 0LO0 00000 O X to U Cl! M O O O O M O O O O O Q ed (B m •O d N M CO CO L to � = N tC O O z C C Z N r- N p m t O N 2 m ° � a. co rnLu0 0 0 0 0 00 0 0 00 0 0 v 0 0 0 0 0 0 0 0 0 0 0 0 0 CO 0000000000aLntri .. C N y v v Cl N M o v Cl to 0 1` v O I J 0 M rl- 1� M W N r (� .0 H M CN co �- r I- M z Qv � V CD � coco z O N '= W2 0 0 0 0 0 0 0 0 0 0 0 to Oi O O to 0 0 0 0 0 0 0 C? O w � cn a � 'renNMC ^ a V) IT yWy� c cn W Q N O C Z N n F� a 2 cn n: c`° nca U ZE 0 0 0 0 0 0 0 0 0 0 0 0 0 w W 0 0 0 0 0 0 0 0 0 0 0 0 0 U O O O O O N O O O O O O N Q (L '' M t0 N N v CO M O O v t0 O (� CL V cC r, M n to cO O ao O N M O t9 U Cl M Cn t'O a_ = m CD o Q � F-1 F- c0 M 0 0 0 0 0 0 0 0 0 0 Cl 0 W a- O tU O O O O O O O O O O N O O d U O .N 0 r 000 N CO M O ui P t6 0 z O N m J O CO N Q Q C z M v N C/) d CO r >- >- z z z U LL rn fn LL LL Q m Q. N0 C14 } 0 Cl p O 6M1 z f00 M OV M O N •- to N r N N t�pQU a N y p to N - Q iL m O N C Z p N t0 _ _ rn U (0D Q C O t6 CD (D Q N O m N Z, F- z 0 a) 0 c U F- O O O F N C m T U m v z m o o d tmi� c v m m d 0) .o- O E- a N z a LLmm ptov c o0 0Q T� 'o U to m o c UO o o o io aoi o n w f° � U 0 n a H rn >, d m a o. 3.. m IL � E ¢ ¢ sco t- cn � 'av� U co wa v m m r m W m 000068 N w O Cl N d J W Q 0 0 a ~ wcr , v a z D 0 co 0 U O OCD � rn oo °O o. rn J O U O O Z Q wl Ix LLI U Q O a Z �- m0 D _ OD n 0 w o U p C ._ tfT a V o Z � (7 w Q' Ir a a z Z 0 0 0 0 0 00 0 0 0 0 0 Cl w 0 0 0 0 0 0 0 0 0 0 0 0 0 W ��•. OO) N O O O O n. 0 0 0 0 0 Cl) CL O w v U) O LO U7.0 O M w m J M N. F- N N M V IT N r r Q Q N N r f0 N O L (0 O N f9 N V m V c C) 0) e- tO) 0 0 0 0 0 m 0 0 0 0 0 O U X w O N . 0 0 0 M O O OO O O Qom, a) XO G U-a, 01 OV GO O m O v w 0 0 0 0 Z O Y m a N n LO v v f6 N f0 N O W Z CL U) QQ m F- F- Q -j J J JCL L17 d O N CD R O O 11 O O O O O O m N N r C7 p N r r 00 N r - o N Q 00 E R p n. U , C p ^O N U wQ 0 c O cc a a� Q O EmN I'MO O O H •c ." U F- O 00 Q m c m E T F= U a� v y o •U N �LL r- O NNOO O •O O O ccn oao0m = � c, mQ O m ami 4) U rn N a m � U o N m a n n rnv °� > c 0 3 m a� co n d O 0 E EQQS � U) a- U) D cc ITEM NUMBER: A - 5 DATE: 01/26/99 1918 p 1-97-9 CAD�� City Mana er's Agenda Report Wade G. McKin uey Atasca ero Avenue Bridge Slope Stabilization Project RECOMMENDATION: Staff recommends Council authorize the Mayor to execute an agreement with Whittaker Contractors Inc. to construct slope stabilization improvements at the Atascadero Avenue Bridge at a maximum cost of$36,000.00 and make the necessary appropriations. DISCUSSION: Design of the Atascade o Bridge Avenue Slope Stabilization Project has been completed. Bids were received and publicly opened on September 24, 1998. Consistent with City procurement policies, the award oft the contract requires Council approval. A bid summary prepared by the City Clerk and an itemized bid summary are included in this report for reference. The bids have been checked for completeness and accuracy and the lowest responsible bidder was Whittaker Contractors Inc. who submitted a Base Bid amount of$34,730. Staff has,been succe'ssfil in negotiating a reduction of the Base Bid amount to $ 30,000. FISCAL IMPACT The funding source for the project is Fund 705, Streets and Bridges Impact Fees Fund. PROJECT EXPENDITURES Construction $30,000 Contingencies @ 10% $ 3,000 Construction ngineering (Inspection, Contract Administration, Survey, Soils Testing) @ 10% $3,000 TOTAL PROJECT EXPENDITURES $36,000 0000'70 ITEM NUMBER: A - 5 DATE: 01/26/99 ALTERNATIVES: 1. Do not Award Contract- improvements will not be constructed. Storm water will continue to erode the creek slopes at Atascadero Avenue Bridge. The continuing erosion will result in the necessity for more extensive slope protection in the future to protect the bridge foundations and adjacent roadways from erosion. ATTACHMENTS: Attachment A- Bid Summary Attachment B - Itemized Bid Summary 000071 ATTACHMENT A ._Bid_Summary Cirp ofAtascadero ice of the City Clerk BUD SUMMARY TO: Brady Cherry, Community Services Director FROM: Marcia M. Torgerson, City Clerk BID NO.: 98-412 OPENED : 09/24/98 2:00 p.m. PROJECT: Atascadero Avenu a Bridge Slope Stabilization Project it (1)bid was received and opened today, as follows: Bidder Base Bid Additive No. 1 Total Bid Whitaker Contractors, Inc. $34,7305 $3,985 $38,715 P.O.Box 910/22985 El Camino Real Santa Margarita, CA 93453 Cc: John Neil,NCE is Attachment: 1 bid �(� SEP �' 158 PUBLIC WORKS 0072 CfTY OF ATASCAOERO �S t� . ��fl a6c-S LLJ 0 0 0 0 0 0 0 0 0 o 0 0 0 0 0 0 a 0 0 r aLU fA J 0 H a 0 w U • K a H z D I-- C-4 C.) 00000 000 0 0 0 0 0 0 0 0 0 0 rn oo m a v CD H CN LU CD Z Q w Cd U O 'p Z F- OZ Fn -� cwi a0000 000 0 0 6 0 0 0 0 0 0 0 IL cs> J U FQ- z 0 W W a w �-I z0 ¢ w _ F�j+ C) z W w O w 0 0 0 0 0 0 0 0 o f F' N Q a C) C) 0000LO 00 U) 0 M J O _ V N f, O O O n U a0 J c M OQ o r r N Cl) M cli 06 m U Co LU Urn w O O O O a. ` O O O O 0 0 Z i m a p cow rn � 1� _ a E p C7 d u = r m J J LL �� J W D W v Q Cl) 2 r 0 M N r O N Q r r 0 'a > Q C=7 Wc`a Q U O m E a Q � ai o CD a v H w O Q U m Q H O Ll. V I-- 0 Oz LL -j O o F- z O � 0 so� z C7 0 0 0 0 > O a a. 0 °O CL 0 N° Qwm moo jO � avLLI U) V) w Y YO U) yU UO LL m w co0: w Q w w m y wr N M 'C N OU (373 ITEM NUMBER: C - 1 DATE: 01/26/99 Isis _ 1979 City Mana er's Agenda Report Wade G. McKinney Refinan ing of the 1993 Camino Real Improvement Bonds RECOMMENDA IONS: Staff recommends: 1. City Council ado t Resolution #1999-001 Declaring Intention to Refund the Outstanding Bonds of Camino Real Improvement Project to Levy Reassessments as Security for the Refunding Bonds and to Continue the Lien of the Original Assessments on Certain Parcels of Property in the Assessment District, and Employing Bond Counsel, Disclosure Counsel and Reassessment Consultant 2. City Council adopt Resolution #1999-002 Approving and Confirming Report and Reassessment for the Refunding of the Outstanding Bonds for Camino Real Improvement Project 3. City Council adopt Resolution #1999-003 Authorizing the Issuance and Sale of Refunding Bonds for Camino Real Improvement Project DISCUSSION: Background: In 1993 e City issued$2,100,000 of 1913/15 Act Assessment Bonds at interest rates of 4.5%to 7.25%. These bonds were issued in order to.finance the construction of public improvements and utili services for the Factory Outlet Center including curbs, gutters, sidewalks, sewer main,water mair i,fire hydrants, street lighting, signalization, and storm drains. Repayment of these bonds is the responsibility of property owners within the Assessment District. The City is in no way liable for repayment of these bonds,however the City assesses,collects(through property taxes)and re it monies for the repayment of these bonds. Because of changes in he market, the bonds can be refinanced at a lower interest rate to realize an estimated net cash savings to the District of$122,059 and a present value savings of$55,822. Summary: The resolutions call for the City to issue up to $1,630,000 in 1913/15 Act Assessment Bonds at estimated`interest rates of 4.45%to 5.45%. The proceeds of these bonds will be used to refund(payoff)the remaining principal and interest on the 1993 Camino Real Improvement 000074 ITEM NUMBER: C - 1 DATE: 01/26/99 Bonds and to pay for issuance costs of the new bonds. (See Statement of Estimated Sources and Uses). The proposal also calls for the City to receive $20,000 in administrative fees from the proceeds of the bond. This one time fee to the District is intended to cover costs that the City incurred due to refinancing the bonds. These costs include staff time, City attorney time, copies, etc. There is also the potential that the City will save up to $86,000 over the life of the bonds due to an agreement in place with the Factory Outlet. Currently the City has an agreement with the Factory Outlet to pay the lesser of three values towards the assessment. These values are 1) $92,000; 2) 1/2 of the sales tax received in the previous year; or 3) '/2 of the assessment. Because this refinancing will lower the assessment, there is the possibility that the City's contribution under this agreement will be lowered. Resolutions #1999-001 through#1999-003 are necessary for the refinancing to take place. The first resolution declares the City's intent to refinance, and allows the City to hire the law firm of Best, Best & Krieger as bond and disclosure counsel, and Tartaglia Engineering as the reassessment consultant. Resolution #1999-002 approves the reassessment report including the modified principal reassessment on each parcel in the District. The last resolution authorizes the issuance of the refunding bonds, approves the fiscal agent agreement, approves the purchase contract and sets forth other terms and agreements necessary for the refunding. FISCAL IMPACT: The bonds are scheduled to be priced on January 27, 1999 and will be issued at the market interest rate on that date, therefore the exact savings is not known at this time. However, based on current bond market information it is estimated that The Camino Real Assessment District will save an estimated $122,000 over the life of the bond. This is a present value savings of approximately $56,000. The estimated savings for each parcel within the District is as follows: Parcel# Cumulative Savings Present Value Savings 049-141-053 $ 116,103 $ 53,099 049-141-056 $ 5,957 $ 2,724 The fiscal impact to the City includes $20,000 in administrative fee revenue upon issuance and potential additional savings of up to $86,000 throughout the life of the bonds. ALTERNATIVES: 1. Do not go forward with the refinancing- The property owners within the District would . continue to pay the amounts originally assessed and would not realize any savings. The City would also lose the $20,000 in revenue and the potential for future savings. 0000'75 ITEM NUMBER: C - 1 DATE: 01/26/99 2. Delay refinancing The City could decide to delay refinancing. There is the possibility that interest rates could go lower and the City could receive better interest rates at a different point in time, however there is also the possibility that interest rates go up and that refinancing would no longer be a possibility. Another drawback to delaying is that we are paying the current high rate of interest on the bonds until we refinance. RESPONSIBLEDEPARTMENT: Administrative Services ATTACHMENT Statement of Estimated Sources and Uses Schedule of Proposed Debt Service Calculation of Estimated District Savings Resolution 1999-001 Resolution 1999-002 Resolution 1999-003 Reassessment Report Fiscal Agent Agreement Preliminary Official Statement Escrow Agreement Continuing Disclosure Certificate Bond Purchase Contract 000076 1993 CAMINO REAL IMPROVEMENT BOND REFINANCING Statement of Estimated Sources &Uses Sources: Bond Proceeds $ 1,630,000 Cash with Fiscal Agent 82,927 District Cash 192,679 $ 1,905,606 Uses: Principal Repayment 1,700,000 Interest 59,009 Premium 51,000 Total Bond Repayment (1,810,009) Underwriters Discount 24,450 Cost of Issuance 51,147 City Administrative Fe( 20,000 Total Issuance Costs (95,597) Net remaining $ - Note: The District currently has$205,177 in cash with fiscal agent. The refinancing is expected to use$82,927 of this balance,leaving a reserve of$ 122,250 Note: The District currently has a cash balance of$192,679. The refinancing is expected to use all of this available cash. (The District is,however,expected to receive$97,375 in April 1999. 0000'7'7 1993 C MING REAL IMPROVEMENT OVE NT BOND REFINANCING Schedule of Proposed Debt Service Fiscal Estimated PRINCIPAL INTEREST Year Ending Interest Due Due Due June 30, Rat * September 2 September 2 March 2 TOTAL 2000 n/ $ $ - $ 91,331.08 $ 91,331.08 2001 4.450% 40,000.00 42,045.00 41,155.00 123,200.00 2002 4.575% 90,000.00 41,155.00 39,096.25 170,251.25 2003 4.700% 95,000.00 39,096.25 36,863.75 170,960.00 2004 4.825% 100,000.00 36,863.75 34,451.25 171,315.00 2005 4.950% 100,000.00 34,451.25 31,976.25 166,427.50 2006 5.050% . 105,000.00 31,976.25 29,325.00 166,301.25 2007 5.150% 110,000.00 29,325.00 26,492.50 165,817.50 2008 5.200% 120,000.00 26,492.50 23,372.50 169,865.00 2009 5.250% 130,000.00 23,372.50 19,960.00 173,332.50 2010 5.250% 135,000.00 19,960.00 16,416.25 171,376.25 2011 5.350% 140,000.00 16,416.25 12,671.25 169,087.50 2012 5.450% 150,000.00 12,671.25 8,583.75 171,255.00 2013 5.450% 150,000.00 8,583.75 4,496.25 163,080.00 2014 5.450% 165,000.00 4,496.25 169,496.25 $ 1,630,000.00 $ 366,905.00 $ 416,191.08 $ 2,413,096.08 * The schedule above shows debt service estimates for the new bond issues. These amounts are only estimates. Actual interest rates will be determined based on the market price on January 27, 1999. 0000'78 1993 CAMINO REAL IMPROVENTBOND REFINANCING Calculation of Estimated District Savings Fiscal Year Proposed Ending Debt Service& Original Estimated June 30, Costs Debt Service Savings 1999 $ 275,501.99 $ 59,008.75 $ (216,493.24) 2000 91,331.08 185,917.50 94,586.42 2001 123,200.00 186,492.50 63,292.50 2002 170,251.25 186,607.50 16,356.25 2003 170,960.00 186,242.50 15,282.50 2004 171,315.00 185,422.50 14,107.50 2005 166,427.50 179,347.50 12,920.00 2006 166,301.25 182,837.50 16,536.25 2007 165,817.50 180,712.50 14,895.00 2008 169,865.00 183,012.50 13,147.50 2009 173,332.50 184,550.00 11,217.50 2010 171,376.25 185,320.00 13,943.75 2011 169,087.50 180,487.50 11,400.00 2012 171,255.00 184,867.50 13,612.50 2013 163,080.00 178,487.50 15,407.50 2014 169,496.25 181,343.75 11,847.50 $ 2,688,598.07 $ 2,810,657.50 $ 122,059.43 0000'79 RESOLUTION NO. 1999-001 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ATAS ADERO DECLARING INTENTION TO REFUND THE OUTSTANDING BONDS OF CAMINO REAL IMPROVEMENT PROJECT TO LEVY REASSESSMENTS AS SECURITY FOR THE REFUNDING BONDS AND TO CONTINUE THE LIEN OF THE ORIGINAL ASSESSMENTS ON CERTAIN PARCELS OF PROPERTY IN T14E ASSESSMENT DISTRICT, AND EMPLOYING BOND COUNSEL, DISCLOSURE COUNSEL AND REASSESSMENT CONSULTANT WHEREAS, on July 8, 1993, the City of Atascadero (the "City") issued and sold bonds for Camino Real Improvement Project of the City of Atascadero designated City of Atascadero Camino Real Improvement Project Limited Obligation Improvement Bonds, and such bonds remain outstanding in the aggregate principal amount of $1,700,000 (the "Outstanding Bonds"); and WHEREAS, the City Council of the City (the "City Council") has been advised that due to favorable municipal bond interest rates, the Outstanding Bonds could be refunded at a savings in annual deb L service to the property owners within the Assessment District; and WHEREAS, the City Council has determined, based on such advice, that the public interest requires the refunding of the Outstanding Bonds as permitted by and pursuant to proceedings to be conducted in accordance with the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 (commencing with Section 9500) of the Streets and Highways Code of the State of California (the 'Refunding Act"); NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the City Council of the City of Atascadero as follows: .Se-c-dion 1. Refunding;; Continuation of Liens of Original Assessments. The City Council determines that the public interest requires the refunding of the Outstanding Bonds and declares its intention to refund the Outstanding Bonds, to issue bonds to refund the Outstanding Bonds (the 'Refund' g Bonds") and to levy reassessments on the parcels of property in the Assessment District as security for the Refunding Bonds, all pursuant to the Refunding Act. It is further the intention of the City Council to continue the liens of the original assessments levied on parcels of property ir the Assessment District, and which secure the payment of the principal of and interest of the Outstanding Bonds, as security for the payment of the unpaid installments of such assessments and the penalties and interest thereon, including the installments of such assessments which have been posted to and are to be collected on the tax assessment roll for the 1998-99 fiscal year and all unpaid and delinquent installments of such assessments which were posted to the tax asse sment roll for prior fiscal years. RVPUB\ICAB\53769 1 000080 Section 2. Report. The City Manager is authorized and directed to have Tarta lia Engineering, the firm employed by the City to assist the City in the reassessment proceedings which are to be conducted pursuant to the Refunding Act (the "Reassessment Consultant"), prepare and file with the City Clerk a report containing all of the matters required by Section 9523 of the Streets and Highways Code of the State of California (the 'Report"). In preparing the Report, the Reassessment Consultant shall assume that the City will advance the maturity of all of the Outstanding Bonds to March 2, 1999, and that in refunding the Outstanding Bonds, the City will pay the principal amount thereof and accrued interest thereon to March 2, 1999, together with a premium equal to three percent (3%) of said principal amount. The Reassessment Consultant shall further assume that the maximum interest rate on the Refunding Bonds will be seven percent (7.0%) per annum. Upon receipt of the Report, the City Clerk shall present it to the City Council for consideration. Section 3. Reserve Fund. The City Council declares its intention to provide in the resolution authorizing the issuance of the Refunding Bonds for the establishment from the proceeds of the sale of the Refunding Bonds of a special reserve fund for the Refunding Bonds pursuant to Part 16 (commencing with Section 8880) of Division 10 of the Streets and Highways Code of the State of California. The estimated amount of the special reserve fund shall be included in the total amount of the reassessments and shall be separately identified in the Report to be prepared pursuant to Section 2 hereof. Section 4. Maximum Interest Rate on Refunding Bonds. The maximum rate of interest on the Refunding Bonds shall not exceed seven percent (7.0%)per annum. Section 5. Delinquent Assessment Installments. The City staff and the Reassessment Consultant shall determine and make a recommendation to the City Council as to whether it is in the best interests of the City and the owners of parcels of property in the Assessment District as to which annual installments of the assessments thereon are unpaid and delinquent to include such delinquent installments, and the penalties and interest thereon, in the reassessments which will be levied on such parcels as security for the payment of the principal of and interest on the Refunding Bonds. Section 6. No City Obligation. The City Council determines, pursuant to Section 8769 of the Streets and Highways Code of the State of California, that City will not obligate itself to advance available funds form the City Treasury to'cure any deficiency which may occur in the bond redemption fund for the Refunding Bonds. Section 7. Consultants. For purposes of the reassessment proceedings and the issuance and sale of the Refunding Bonds, the law firm of Best Best & Krieger LLP is employed as Bond Counsel and Disclosure Counsel to the City, and the firm of Tartaglia Engineering is employed as Reassessment Consultant. The City Manager is authorized and directed to execute contracts between such firms and the City in a form approved by the City Attorney. 000081 RVPUBUCAB\53769 2 ADOPTED this 26th day of January, 1999. Mayor of the City of Atascadero ATTEST: City Clerk of the City of Atascadero 000082 RVPUB\K"\53769 3 CERTIFICATION I, , City Clerk of the City of Atascadero do hereby certify that the foregoing resolution was adopted by the City Council of the City of Atascadero at a regular meeting thereof held on the 26th day of January, 1999,by the following vote of the Council: AYES: NOES: ABSENT: ABSTAINED: IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Atascadero this day of ' 1999. City Clerk of the City of Atascadero 00008;; RVPUB\KAB153769 4 RESOLUTION NO. 1 9-002 SO 99 RESO UTION OF THE CITY COUNCIL OF THE CITY OF ATAS ADERO APPROVING AND CONFIRMING REP T AND REASSESSMENT FOR THE REFUNDING OF T OUTSTANDING BONDS FOR CAMINO REAL IMPROVEMENT PROJECT WHE AS, on January 26, 1999, the City Council (the "City Council") of the City of Atascadero (the "City") adopted Resolution No. 1999-001 (the "Resolution of Intention") determining that the ublic interest requires the refunding of the outstanding bonds issued for Camino Real Impro ment Project (the "Assessment District"), and declaring its intention to refund such bonds ( he "Outstanding Bonds") and to levy reassessments as security for the refunding bonds, all p irsuant to Division 11.5 (commencing with Section 9500) of the Streets and Highway Code of the State of California, the "Refunding Act of 1984 for 1915 Improvement Act Bonds;" and WHEREAS, pursuant to the Resolution of Intention and Section 9523 of the Streets and HighwaysCode of the State of California (the "Code"), the Reassessment Consultant appointed by the Resolution of Intention has prepared and filed with the City Clerk a report containing the matters required by said Section 9523, and such report (the 'Report") has been presented to the City ouncil for consideration; and WHE AS, the City Council has considered the Report and has determined that the Report contains a I of the matters required to be included therein by Section 9523 of the Code and that the Report d' monstrates that all of the conditions specified in Section 9525 of the Code will be satisfied, and the City Council may therefore proceed to approve the Report and confirm the Reassessment contained therein; and WHEREAS, by the Resolution of Intention the City Council determined that the assessments which are security for the payment of the principal of and interest on the Outstanding Bonds shall continue as security for the collection of the unpaid installments of such assessments which have been pos ed to and are to be collected on the tax assessment roll for the 1998-99 fiscal year and all unpaid and delinquent installments of such assessments which were posted to the tax assessment rol 1 for prior fiscal years; NOW THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the C ty Council of the City of Atascadero as follows: Section 1. Findings. The City Council finds that: (i) the Report contains all matters required to b' included therein by Section 9523 of the Code; (ii) each estimated annual installment of principal and interest on the Reassessment, as contained in the Report, is less than the corresponding annual installment of principal and interest on the assessment being superseded RVPUB\KAB153775 1 000084 and supplanted by the same percentage for all subdivisions of land within the Assessment District; (iii) the number of years to maturity for the refunding bonds which are to be issued upon and secured as to payment by the Reassessment is not more than the number of years to the last maturity to the Outstanding Bonds being refunded; (iv) the principal amount of the Reassessment on each subdivision of land within the Assessment District is less than the unpaid principal amount of the assessment being superseded and supplanted by the same percentage for each subdivision of land within the Assessment District; (v) the Report assumes a maximum interest rate on the refunding bonds to be issued to represent the Reassessment which will not exceed seven percent (7%) per annum; (vi) the Reassessments contained in the Report do not include the annual installments of the assessments for the 1998-99 fiscal year which have been posted to and will be collected on the tax assessment roll for said fiscal year, or unpaid and delinquent installments of the assessments which were posted to the tax assessment roll for prior fiscal years; and (vii) it is in the best interests of the owners of property within the Assessment District that the Report and the Reassessment contained therein be approved and confirmed and that the City Council proceed to authorize, issue, and sell refunding bonds pursuant to Chapter 3 (commencing with Section 9600) of Division 11.5 of the Code. Section 2. Confirmation of Report and Reassessment. The Report and the Reassessment contained therein are approved and confirmed and the Reassessment and the reassessment diagram contained in the Report shall be recorded in the office of the Superintendent of the Streets of the City, and the City Clerk shall record such reassessment diagram and a Notice of Reassessment with the County Recorder of San Luis Obispo County pursuant to Sections 9537 of the Code. Section 3. Continuation of Lien of Assessments as Security for Unpaid Installments Thereof. It is further ordered that the lien of the assessments on parcels of property within the Assessment District shall continue as security for the payment of the unpaid installments of the assessments and the penalties and interest thereon, including the installments which have been posted to and are to be collected on the tax assessment roll for the 1998-99 fiscal year and all unpaid and delinquent installments of such assessments which were posted to the tax assessment roll for prior fiscal years. Pursuant to Section 9539 of the Code, the lien of such assessments with respect to such unpaid installments shall be equal in priority to the lien of the Reassessments. The Notice of Reassessment to be recorded by the City Clerk pursuant to Section 2 hereof shall provide notice that the lien of such assessments shall continue as security for such installments thereof. Section 4. Refunding Bonds. Refunding bonds shall be issued for the Assessment District in an aggregate principal amount which shall be equal to and shall not exceed the total amount of the Reassessment. The number of years to maturity of all such refunding bonds shall not be more than the number of years to the last maturity of the Outstanding Bonds for the Assessment District which are to be refunded. The maximum interest rate on such refunding bonds shall not exceed seven percent(7%) per annum. Section 5. Special Reserve Fund. Pursuant to the declaration of the intent of the 0 City Council contained in Section 3 of the Resolution of Intention, provision shall be made in the resolution authorizing the issuance of the refunding bonds to be issued to refund the Outstanding RVPUB\ICAB153775 2 000085 Bonds for the establishment from the proceeds of the sale of the refunding bonds of a special reserve fund for the refunding bonds pursuant to Part 16 (commencing with Section 8880) of Division 10 of the Code. Section 6. No City Obligation. , As provided in Section 6 of the Resolution of Intention, the City C uncil has determined, pursuant to Section 8769 of the Streets and Highways Code of the State o California, that the City will not obligate itself to advance available funds form the City Treasury to cure any deficiency which may occur in the bond redemption fund for the refunding bonds. ADOPTED this 26th day of January, 1999. Mayor of the City of Atascadero ATTEST: City Clerk of the City of Atascadero CERTIFICATION City Clerk of the City of Atascadero, do hereby certify that the foregoing resolut on was adopted by the City Council of the City of Atascadero at a regular meeting thereof held on the 26th day of January, 1999 by the following vote of the Council: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS ABSTAINED: COUNCILMEMBERS IN W TNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Atascadero,this day of , 1999. City Clerk of the City of Atascadero 000086 RVPUB\KAB\53775 3 RESOLUTION NO. 1999-003 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ATASCADERO AUTHORIZING THE ISSUANCE AND SALE OF REFUNDING BONDS FOR CAMINO REAL IMPROVEMENT PROJECT WHEREAS, the City of Atascadero (the "City") has heretofore issued bonds for Camino Real Improvement Project (the "Assessment District") and such bonds remain outstanding in the aggregate principal amount of$1,700,000 (the "Outstanding Bonds"); and WHEREAS, the City Council of the City (the "City Council") has conducted proceedings pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 (commencing with Section 9500) of the Streets and Highways Code of the State of California (the 'Refunding Act"), and has adopted a resolution approving a report prepared pursuant to Section 9523 of the Streets and Highways Code of the State of California and confirming a reassessment contained therein, and all acts required by the Refunding Act with respect to the confirmation of such reassessment have been accomplished; and WHEREAS, the City Council has determined that it is in the best interests of the City and the owners of property within the Assessment District that the maturity of the Outstanding Bonds be advanced and that the Outstanding Bonds be defeased, refunded and redeemed, and that refunding bonds be issued pursuant to the Refunding Act for that purpose; and WHEREAS, in order to accomplish the advancement of the maturity of and the defeasance, refunding and redemption of the.Outstanding Bonds, it is proposed that the City will issue not to exceed $1,700,000 aggregate principal amount of refunding bonds to be designated "City of Atascadero Limited Obligation Refunding Improvement Bonds, Camino Real Improvement Project, Series 1999" (the "Bonds"); and WHEREAS, there has been presented to the City Council a form of Fiscal Agent Agreement providing for the issuance of the Bonds; and WHEREAS, there has also been presented to the City Council a form of Preliminary Official Statement relating to the Bonds; and WHEREAS, there has also been presented to the City Council a form of Escrow Agreement whereby proceeds of the sale of the Bonds and moneys on deposit in the reserve fund, the redemption fund and the improvement fund for the Outstanding Bonds will be deposited in an escrow fund for the purpose of accomplishing the defeasance, refunding and redemption of the Outstanding Bonds; and WHEREAS, there has also been presented to the City Council a form of Continuing Disclosure Agreement to be entered into by and between the City and the NBS RVPUB\KAB153747 1 00008"J Government Finance Group, as dissemination agent, for the benefit of the owners of the Bonds and in order to assist the purchaser of the Bonds in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission; and WHEREAS, the City Council has determined that it is in the best interests of the owners of property within the Assessment District that the Bonds be issued and sold on the terms and conditions hereinafter specified; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the City Council of the City of Atascadero as follows: Section 1. Annroval of Issuance of Bonds. The issuance of not to exceed $1,700,000 aggregate principal amount of the Bonds in order to defease, refund and redeem the Outstanding Bonds is approved. Sectio 2. Fiscal Agent Agreement. The form of Fiscal Agent Agreement to be entered into by and between the City and BNY Western Trust Company, as fiscal agent (the "Fiscal Agent Agreement"), presented at the meeting at which this resolution is adopted is approved and the Mayor, the Mayor Pro Tem, the City Manager or the Director of Administrative Services is authorize to execute and deliver said agreement in substantially the form presented at said meeting with such changes thereto as they may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. Appointment of Fiscal Agent. BNY Western Trust Company is appointed as Fiscal Agent pursuant to the Fiscal Agent Agreement, to take any and all action provided for therein to be taken by the Fiscal Agent. Section 4. Delivery of Bonds. The form of the Bonds as set forth in the Fiscal Agent Agreement is a' proved. The City Treasurer and City Clerk are authorized and directed to execute by manual or facsimile signature, in the name and on behalf of the City and under its seal, the Bonds and to deliver the Bonds to the Purchaser (as hereinafter identified) in accordance with the terms and provisions of the Fiscal Agent Agreement. Section 5. Approval of Purchase Contract. The form of Purchase Contract (the "Purchase Contract") provided for the purchase of the Bonds by Seidler-Fitzgerald Public Finance, underwriter or the Bonds, presented at this meeting and the purchase and sale of the Bonds pursuant there o upon the terms and conditions set forth therein is hereby approved and the Mayor, the City Manager or the Director of Administrative Services is and each of them are hereby authorized and directed to evidence the City's offer and acceptance made by the Purchase Contract by executing and delivering said Purchase Contract in said form with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. Terms of Sale of Bonds. The City Manager or the Director of Administrative Servic s, based on such advice as he or she may deem necessary, is authorized and directed to act on be ialf of the City to establish and determine: (i) the final aggregate principal RVPUBUCABl53741 2 000088 amount of the Bonds, which shall not exceed$1,700,000; (ii) the final maturity date of the Bonds, which shall not be later than September 2, 2013; (iii) the final interest rates on the various maturities of the Bonds, which shall not exceed 7.00% per annum for any of the. Bonds; and (iv) the Purchaser's discount for the purchase of the Bonds, which shall not be greater than 2.0% of the aggregate principal amount of the Bonds. Section 7. Reserve Fund. As provided in the Resolution of Intention, the Fiscal Agent Agreement shall provide for the establishment from the proceeds of the sale of the Bonds of a reserve fund for the Bonds pursuant to Part 16 (commencing with Section 8880) of Division 10 of the Streets and Highways Code of the State of California in an amount equal to the Reserve Requirement(as defined in the Fiscal Agent Agreement). Section 8. Official Statement. The City Council approves the preparation of and the form of the Preliminary Official Statement presented to the City Council at the meeting at which this resolution is adopted, with such modifications thereof and additions thereto as the City Manager or the Director of Administrative Services may deem appropriate upon consultation with Best Best &Krieger LLP, Disclosure Counsel with respect to the Bonds, and Bond Counsel. The City Manager or the Director of Administrative Services is authorized to certify to the Purchaser that the Preliminary Official Statement is deemed final for purposes of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, except for omissions which are permitted by such rule. The Director of Administrative Services is authorized to distribute the Preliminary Official Statement to prospective purchasers of the Bonds. The City Manager, the Director of Administrative Services and the City Attorney are authorized to participate with Disclosure Counsel and Bond Counsel in the preparation of a Final Official Statement based on the Preliminary Official Statement with such additions thereto or modifications thereof as may be deemed appropriate by Disclosure Counsel and Bond Counsel. The Mayor, the Mayor Pro Tem, the City Manager or the Director of Administrative Services is authorized to execute and deliver the Final Official Statement. The distribution of the Final Official Statement by the Purchaser is authorized. Section 9. Escrow Agreement; Escrow Agent. The form of the Escrow Agreement Relating to the Defeasance and Refunding of Outstanding City of Atascadero Camino Real Improvement Project Limited Obligation Improvement Bonds to be entered into by and between the City and BNY Western Trust Company, as escrow agent (the "Escrow Agreement"), presented at the meeting at which this resolution is adopted is approved and the Mayor, the Mayor Pro Tem, the City Manager or the Director of Administrative Services is authorized to execute and deliver said agreement in substantially the form presented at said meeting with such changes thereto as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. BNY Western Trust Company is appointed as Escrow Agent pursuant to the Escrow Agreement, to take any and all action provided therein to be taken by the Escrow Agent. Section 10. Application of Reserve Fund, Redemption Fund and Improvement Fund for the Outstanding Bonds. The amount on deposit in the reserve fund for the Outstanding Bonds shall be used to retire the Outstanding Bonds as provided in Section 8885 of the Streets and Highways Code of the State of California. In order to comply with the requirements of that RVPUBWKAB\53747 3 000089 section, the Director of Administrative Services shall transfer or cause the fiscal agent for the Outstanding Bonds to transfer the amount on deposit in such reserve fund to the Escrow Agent for deposit in the Escrow Fund to be established for the Outstanding Bonds as provided in the Escrow Agreement. he Director of Administrative Services shall also transfer or cause the fiscal agent for the Outstanding Bonds to transfer the amount on deposit in the redemption fund for the Outstanding Bonds t the Escrow Agent for deposit in the Escrow Fund for the Outstanding Bonds. The Director of Administrative Services shall also transfer or cause the fiscal agent for the Outstanding Bonds to transfer the appropriate portion of the amount of deposit in the improvement fund for the Assessment District, after making allowance for the payment of such cash credits as may be owing (pursuant to Section 10427.1 of the Streets and Highways Code of the State of Californi ) to persons who have paid the assessments levied on their property, to the Escrow Agent for deposit in the Escrow Fund for the Outstanding Bonds. The Director of Administrative Services is further authorized to pay or cause the fiscal agent for the Outstanding Bonds to pay from t 'e amount on deposit in such improvement fund any such cash credits to the persons to whom the may be owing. Section 11. Notice of Redemption. The Director of Administrative Services is authorized and directed to cause the fiscal agent for the Outstanding Bonds to give notice of the advance maturity and redemption of the Outstanding Bonds to the owners of the Outstanding Bonds as provided in Section 8751 of the Streets and Highways Code of the State of California and in the resolution authorizing the issuance of the Outstanding Bonds and in such form as is recommended by Bo d Counsel. Section 12. Continuing Disclosure Certificate. The form of the Continuing Disclosure Certificate presented at the meeting at which this resolution is adopted is approved, and the Mayor, the.Mayor Pro Tem, the City Manager or the Director of Administrative Services is authorized to execute and deliver said certificate in substantially the form presented at said meeting with such changes thereto as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 13. No City Obligation. The City Council determines, pursuant to Section 8769 of the Streets and Highways Code of the State of California, that the City will not obligate itself to advance available funds from the City Treasury to cure any deficiency which may occur in the redemption fund for the Bonds. Section 14. Other Acts. The officers and staff of the City are authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which, ir consultation with the City Attorney, Bond Counsel and they may deem necessary or advisab a in order to consummate the issuance, sale and delivery of the Bonds and the defeasance,refut ding and redemption of the Outstanding Bonds or to otherwise accomplish the purposes of this resolution, including obtaining a rating of the Bonds from a nationally- recognized rating service and the issuance of a municipal bond insurance policy with respect to the Bonds, and any and all such actions previously taken by such officers or staff members are ratified and confirmed. Section 15. Effective Date. This resolution shall become effective upon its RVPUBUCABl53747 4 000090 adoption. ADOPTED this 26th day of January, 1999. Mayor of the City of Atascadero ATTEST: City Clerk of the City of Atascadero CERTIFICATION I, , City Clerk of the City of Atascadero, do hereby certify that the foregoing resolution was adopted by the City Council of the City of Atascadero at a regular meeting thereof held on the 26th day of January, 1999 by the following vote of the Council: AYES: COUNCILMEMBERS NOES: COUNCILMEMBERS ABSENT: COUNCILMEMBERS ABSTAINED: COUNCILMEMBERS IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Atascadero, this day of , 1999. RVPUB"\53747 5 000091 CITY OF ATASCADERO SAN LUIS OBISPO COUNTY, CALIFORNIA ENGINEER'S REPORT FOR REASSESSMENT OF IMPROVEMENTS IN THE CAMINO REAL IMPROVEMENT PROJECT TARTAGLIA ENGINEERING CIVIL ENGINEERS P. 0. BOX 1930 ATASCADERO, CA 93423 (805) 466-5660 000092 TABLE OF CONTENTS SECTION 1 - AUTHORIZATION AND SCOPE . . . . . . . . . . 1 SECTION 2 - FINDING AND RECOMMENDATIONS OF REASSESSMENT ENGINEER . . . . . . . 4 SECTION 3 - FINDING AND RECOMMENDATIONS OF CITY ENGINEER . . . . . .. . . . . . . . . . 6 SECTION 4 - ESTIMATED INCIDENTAL COSTS . . . . . . . . . 7 SECTION 5 - REASSESSMENT ROLL . . . . . . . . . . . . . 8 SECTION 6 - EXHIBITS . . . . . . . . . . . . . . . . . . 9 Reassessment Diagram Exhibit "A" » Exhibit "B-1" and "B-2" 000093 City of Atascadero San Luis Obispo County, California Camino Real Improvement Project ENGINEER' S REPORT SECTION 1 - AUTHORIZATION AND SCOPE Pursuant to tae provisions of the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11 .5 (commencing with Section 9500) of the Street3 and Highways Code of the State of California (the "Refunding Act") and pursuant to the Resolution of Intention being Resolution No 1999-001 adopted by the City Council of the City of Atascadero (the "City") , California on the 12th day of January, 1999 (the "R solution of Intention") referring to constructed improvements to the Assessment Engineer (the "Engineer") and directing said Engineer to make and file a report (the "Report") thereon with the City Clerk, said Engineer hereby presents the data herein and attached hereto as the Report to be filed with said City Clerk. The Engineer, pursuant to said Resolution of Intention adopted on the 12th day of January, 1999, has included the data required pursuant thereto in this Report covering the Camino Real Improvement Project (the "Assessment District") . In connection with the procedures taken under the Refunding Act, the City will issue refunding bonds (the "Bonds") . The Bonds are being issued ffor the purpose of refunding the City of Atascadero Camino Real mprovement Project Limited Obligation Improvement Bonds (the "R funded Bonds" ) which were issued by the City in 1993 . The Refunded Bonds issued upon and secured by unpaid reassessments levied in the Camino Real Improvement Project (the "Assessment District") . Proceeds from the Refunded Bonds used to finance the acquisition of offsite public improvements for the Camino Real Fashion Outlet, including certain grading and storm drain improvements, street crossings for dry utilities, sleeving associated with street lights, curb and gutter, paving and retaining walls, and partial grading. 1 000094 . The undersigned Engineer, by virtue of the power vested under said Act and the order of the Council of said City, hereby makes the following findings pursuant to Section 9523 of said Act, as follows : A. Description of the Project and Improvements Refunded bonds financed the construction of the following offsite improvements : 1. Construction of off-site street improvements in El Camino Real shall include: clearing and grubbing, excavation and grading, also included shall be the placement of asphalt dike, asphalt concrete paving, aggregate base, concrete curb and gutter, concrete median curb, concrete sidewalk, concrete cross gutter, concrete drive approach and retaining walls. Existing facilities and improvements modified to new grades shall include adjustment of manhole covers, adjustment of water valve covers, adjustment of survey monument covers and relocation of existing street signs . Installation of utilities and appurtenant street improvements shall include water mains, fire hydrants, electrical lines, cable TV lines, utility poles, street lights, street signs, survey monuments and traffic striping and traffic markings . 2 . Storm drain improvements shall include: storm drain lines, manholes, inlets, overside drains and concrete ditches . 3 . Work within the CALTRANS right-of-way shall consist of : clearing and grubbing, excavation, grading and import fill material . Installation of facilities shall include storm drain lines, storm drain manholes, street signs, chain link fence, landscaping and irrigation. Placement of improvements shall include asphalt dikes, concrete curb and gutter, concrete sidewalk, asphalt pavement, aggregate base, traffic striping, traffic marking, hydro- seeding and concrete drainage channels . 4 . Off-site sewer main installation in E1 Camino Real shall consist of: sawcutting pavement, installation of sewer mains, laterals, manholes, lift station, force main, pavement restoration, connections and video taping. 5 . Off-site storm drain improvements in Ramona Road shall include: export of excavated material, saw-cutting pavement, installation of storm drain line, manholes, drain inlets, concrete ditch construction, water main relocation, pavement restoration and adjustment of existing manholes . 2 000095 6 . Tra fic signal installation shall include: signal light pol s, signal lights, controllers, wiring, signs, connections to power sources, transformers and related tra fic signal equipment. In addition, project costs included: administrative, acquisition, easements, legal, financing, reassessment, design engineering, construction engineering, material testing and construction staking. Construction of all improvements was in accordance with the Standards and Specifications of the City of Atascadero. B. Reassessinent Diagram A map showing the boundaries and diagram of the Assessment District with lines and dimensions of the subdivisions of land within the Assessment Di trict as they existed at the time of the passage of the Resolution of Intention is attached hereto as an exhibit to Section 7 her in, and by this reference made a part hereof . Each subdivision, ncluding any separate interest as defined in Section 783 of the California Civil Code, has been given a separate number upon the Reassessment Diagram. C. Proposed Reassessments The proposed reassessment of the share of the costs and expenses of the constructed improvements upon each subdivision of real property in the Assessment District is attached hereto. These reassessmentshave been proportioned to reflect the estimated savings to be received by the issuance of the Bonds . D. Reimbursement of Administrative Costs The City Council has determined by its Resolution of Intention that the public interest and convenience require, and it is the intention of the Council to impose a maximum annual reassessment of one percent (1-0.) of the annual installment of principal and interest on any bonds issued. This reassessment is intended to pay a portion of the costs incurred by the City resulting from the registration, collection and administration of the proposed Reassessment District bonds or from the registration or administration of any associated bonds, reserve fund or other related funds . This annual reassessment will be added to each annual installment of unpaid reassessments and will be collected in the same' manner as annual reassessment installments on Reassessment District bonds . 3 000096 SECTION 2 - FINDING AND RECOMMENDATION OF REASSESSMENT ENGINEER The undersigned, pursuant to his work as Reassessment Engineer, has conducted the investigations and assembled the data required by Division 11 .5 of the Streets and Highway Code. By virtue of those . investigations, the undersigned hereby certifies that this report fairly and accurately presents the data as they existed at the time of the passage of the Resolution of Intention. Proceeds from the sale of the Bonds and investment earnings thereon will be used to redeem all of the outstanding principal amount of the Refunded Bonds, the proceeds of which were used to finance the acquisition of certain public improvements within the Assessment District to fund the Reserve Fund in the amount of the Reserve Requirement, and to pay certain costs of issuance of the bonds . The Refunded Bonds will be called for redemption on March 2, 1999 . Such moneys will be invested by the Escrow Agent in "Federal Securities" or held uninvested in cash, all as further provided in the Escrow Agreement . Any such investment will mature so as to ensure that such moneys, and any interest earned thereon are available for the purpose of redeeming the Refunded Bonds on such redemption date. The undersigned finds the following: 1 . That a schedule setting forth the unpaid principal and interest on the bonds to be refunded and the total amounts is set forth in Section 6, Exhibit "A" , attached hereto; 2 . The total estimated principal amount of the reassessment and of the refunding bonds and the maximum interest rate thereon, together with an estimate of cost of reassessment and of issuing the refunding bonds, including all costs of issuing the refunding bonds, as defined in Section 9600 (a) of the California Streets and Highways Code is set forth in Section 4 hereto; 3 . The auditor' s record kept pursuant to Section 8682 of the California Streets and Highways Code showing the schedule of principal installments and interest on all unpaid original assessments and the total amounts thereof is set forth in Section 6, Exhibits B-1 and B-2, hereof; 4 . The estimated number of each reassessment, identified by reassessment number corresponding to the reassessment number on the reassessment diagram, together with a proposed auditor' s record for the reassessment is set forth in Section 5 hereof; and 4 000097 5 . A reassessment diagram showing the assessment district and the boundaries and dimensions of the subdivisions of land within the district is set forth in Section 6 hereof . TARTAGLIA ENGINEERING CIVIL ENGINEERS "Assessment Engineer" By Robert C. Tartaglia RCE 24, 084 OQ�pFESS/p��l LU No.24084 Exp.12/31/01 5 000098 SECTION 3 - FINDING AND RECOMMENDATION OF CITY ENGINEER ' The undersigned, as City Engineer has reviewed the report and assembled data contained herein and finds that it satisfies the requirements' of Division 11 .5 of the Streets and Highways Code and further finds that the method of spread, as described herein, is an equitable and reasonable means of apportioning the cost and expenses of improvement to the several subdivisions of real property within said Reassessment District and hereby recommends its approval by the City Council of the City of Atascadero, California. City of Atascadero City Engineer By Steven J. Sylvester City Engineer 6 000099 SECTION 4 ESTIMATED COSTS CITY OF ATASCADERO CAMINO REAL IMPROVEMENT PROJECT PRINCIPAL OUT TANDING $1, 700, 000 .00 Interest 59, 008 .75 Call Premium 51, 000 .00 TOTAL ESCROW REQUIREMENT $1, 810, 008 .75 INCIDENTAL BOqD COSTS : Bond Cou sel $ 25, 000 . 00 Assessme t Engineering 3, 750 . 00 Bond Dis ount 24, 450 . 00 Bond Res rve 122, 250 .00 Publishing, Posting & Mailing 2, 000 . 00 Official Statement Publishing 3, 000 .00 City Administrative Fee 20, 000 . 00 Auditor' s Recordings 4, 000 . 00 Fiscal A ent 2, 500 .00 Contingency 8 , 041 .25 Total Incidental Bond Costs $ 214, 991 .25 TOTAL COST OF PROJECT TO BOND: $2, 025, 000.00 7 000100 SECTION 5 REASSESSMENT ROLL CITY OF ATASCADERO CAMINO REAL IMPROVEMENT PROJECT ASSESS . NUMBER A.P.N. OWNER ASSESSMENT 1. 049-141-056 Atascadero Factory Outlets, Inc. $1, 929, 622 .50 c/o Investec 200 E. Carrillo St. , Ste. 200 Santa Barbara, CA 93101-2118 ------------------------------------------------------------------------- 2 . 049-141-053 Bay Area/Diablo Petroleum $95, 377 .50 c/o Bill Martin 1001 Galaxy Way, Ste. 308 Concord, CA 94520 0 ------------------------------------------------------------------------- 8 000101 i — 41 W f Y Wmz II Eu V 1 nUOk (0, I uw , ayla'l�u�INT PIo O L41 m Do� Q W »r cr- u" ^ o' o W uo (� `OU (� LL. �y,J p ' )� tt �N D fJ < ILLI W w W O J I U 7 g. W Ouf t) O �U O" Q I1J ~ C;. W l' zo W im '_ Irc o¢pu(u ~Q' i�"i i�3 U W Z n o u i 991D1 r U NK1 r ON Z0J WUVI ^�� (`'� W U z �clln Q ^.o Imluln Q u= u� xy a W �'' z Q f— d Z i-aS0 li ' �g � U W rc7o U_ �HUA rc�o U oDs b �J l- Z to W a. F �k�" lL Io LN lt.. uo 0 1� o oavl VI N0 C, Q Z. ld in- WmW• Z u A �.4o n tin zW$3 ►- 7 ao? z z o-D 0ce 5 O Q sci U IN VIWS W �� IU mNL�� y0 q` LL- >,� W Or `1jUN V U OD }Uu) �NQv t J ly1` V/ O WF-N 1.L w tl'- 1 7 r l W g� C/-) UO O Y qNN W 10 < —1 o10 � " o 2NVZ S lL F_• N m �(LJ�1-`� {..L O D 1�VN z a S0 b U C.=WN U aa3Gv�i lwk'o] U oo o O U 3 Aa.Sil9 N .S6 OIC r n a o 0 2 Y{1 of R h O Ig 3 Z = o I P It n Lj il ~O y a � s G o LLI M D 9 a Na� m 7 AL.OpgL N .6i IL I J W O --qv� �aLua x WN i �i� —T3a 1 ti a � 00010 ?O6J Exhibit °A° CAMINO REAL IMPROVEMENT PROJECT Unpaid Principal and Interest CALENDAR PRINCIPAL INTEREST DUE YEAR DUE SEPT 2 MAR 2 SEPT 2 TOTAL 1999 $ 70 000 . 00 $ 59, 008 . 75 $ 59,008.75 $ 188, 017 .50 2000 75 000 . 00 56, 908 .75 56, 908 .75 188, 817 .50 2001 80 000 . 00 54, 583 .75 54, 583 . 75 189, 167 .50 2002 85 000 . 00 52, 023 . 75 52, 023 . 75 189, 047 .50 2003 90 000 . 00 49, 218 . 75 49, 218 .75 188, 437 .50 2004 90 000 . 00 46, 203 . 75 46, 203 . 75 182, 407 .50 2005 100 000 . 00 43, 143 . 75 43, 143 . 75 186, 287 . 50 2006 105 000 . 00 39, 693 . 75 39, 693 . 75 184, 387 . 50 2007 115 ' 000 . 00 36, 018 . 75 36, 018 .75 187, 037 .50 2008 125 000 . 00 31, 993 . 75 31, 993 .75 188, 987 . 50 2009 135 000 . 00 27, 556 .25 27, 556 .25 190, 112 . 50 2010 140 000 . 00 22, 763 .75 22, 763 . 75 185, 527 . 50 2011 155 000 . 00 17, 723 .75 17, 723 .75 190,447 .50 2012 160 000 . 00 12, 143 . 75 12, 143 .75 184, 287 . 50 2013 175 000 . 00 6 , 343 .75 6, 343 . 75 187, 687 . 50 $1, 700, 000.00 $555,328.75 $555,328.75 $2, 810,657.50 000104 Exhibit "B-1" CITY OF ATASCADERO AMORTIZATION SCHEDULE ASSESSOR PARCEL NO.: 049-141056 DIS'T'RICT; 1915/CAMINO ASSESSMENT ID: 1-2-4-3-5 DESCRIP'T'ION: Camino Real Improvement Project ORIGINAL ASSESSMENT; $1,997,520.00 PROJECT: Streets,Drainage,Sewer,Sign OWNEM Ataseadero Pactory Outlets Inc A Cal Cor Year Principal Interest AAustments Year E cnt RernijAi ng 1993/94 $4,756.00 $0.00 ($4,756.00) $0.00 $1,992,764.00 1994/95 $57,072.00 $134,436.18 $6,159.12 $197,667.30 $11935,692.00 1995/96 $61,828.00 $131,674.62 ($8,169.94) $185,332.68 $1,873,864.00 1996/97 $61,828.00 $128,428.64 ($7,776.24) $182,480.40 $1,812,036.00 1997/98 $66,584.00 $125,028.10 ($7,954.58) $183,657.52 $1,745,452.0 1998/99 $71,340.00 $121,199.52 ($7,303.54) $185,235.98 $1,674,112. 1999/00 $76,096.00 $116,919.12 $16.00 $193,031.12 $1,598,016.00 2000/01' $80,852.00 $112,201.18 $16.00 $193,069.18 $1,517,164.00 2061/02 $85,608.00 $107,026.64 $16.00 $192,650.64 $1,431,556.00 2002/03 $90,364.00 $101,376.52 $16.00 $191,756.52 $1,341,192.00 2003/04 $95,120.00 $95,322.14 $16.00 $190,458.14 $1,246,072.00 2004/05 81041632.00 $88,853:98 $16.00 $193,501.98 $1,141,440.00 2005/06 $109,388.00 $81,634.36 516.00 $191,038.36 $1,0320052.00 2006/07 $118,900.00 $73,977.20 $16.00 $192,893.20 $913,152.00 2,007/08 $128,412.00 $65,654.20 $16.00 $194,082.20 $784,740.00 2008/09 $137,924.00 $56,536.96 $16.00 $194,476.96 $646,816.00 2009/10 $142,680.00 $46,74.4.34 $16.00 $189,440.34 $504,136.00 2010/11 $156,948.00 $36,471.38 $16.00 $193,435.38 $347,188.00 2011/12 $166,460.00 $25,171.14 $16.00 $191,647.14 $180,728.00 2012/13 $180,728.00 $13,102.78 $16.00 $193,846.78 $000 Total $1,997,520.00 $1,661,759.00 ($29,577.18) $3,629,701.82 The future annual payments are estimates only, .and vary slightly each year due to administrative adjustments. ' These installments are included on the property tax bill and become delinquent after December 10th and Xpril 10th of each year. f you need a new quote and/or amortization schedule, or have any questions, please feel free to call (909) 399-3990. 000105 Exhibit "B-2" CITY OF XI'ASCADEKO AMORTIZA'T'ION SCHEDULE ASSPSSOR PARCEL NO.: 04 9-1.11-053 VIS'I'RICT: 1915/CAXI-INO ASSESSMENT I1)1 6 DESCRIVI"ION: Camino Real Imprcwctnent Project ORIGINAL ASSESSMENT: 5 02,480.00 PROJECT: Streets,Drainagr,Scwcr,Sign OWNER Bay Area/Diablo Petroleum A Cal Corp Year Prittci sl Interest Adjustments Year Pa ntcttt Rrmaltxin 1993/94 S24 4.00 $0.00 ($244.00) $0.00 $102,236.00 1994/95 $2,928.00 $6,897.06 $331.16 $10,156.22 599,308.00 1995/96 $3,172.00 $6,755.38 ($405.00) $9,522.38 $96,136.00 1996/97 $3,172.09 $6.588.R6 ($383.76) $9,377.10 592,964.00 t1997/98 $3,416.00 S6,414.40 ($382.92) $9,447.48 S 89,54 8.00 998/99 $3,660.00 86,217.98 ($359.52) $9,518.46 $85,888.00 999/00 $3,904.00 $5,998.38 $16.00 $9,913.38 $81,984.00 000/01 $4,148.00 $5,756.32 $16.00 $9,920.32 S77,836.00 22002/03 001/02 $4,392.00 $5,490.86 $16.00 $9,898.86 S73,444.00 $4,636.00 $5,200.98 $16.00 $9,852.98 $68,808.00 2003/04 $4,880.00 $4,890.38 $16.00 $9,786.38 163,928.00 2004/05 $5,368.00 $4,558.54 $16.00 $9,942.54 $58,560.00 2005/06 . $5,612.00 $4,188.14 $16.00 $9,816.14 S52,948.00 2006/07 $6100.00 $3,795.30 $16.00 $9,911.30 946.848.00 2007/08 $6,588.00 $3,368.30 $16.00 $9,972.30 $40,260.00 2008/09 $7,076.00 $2,900.56 $16.00 $9,992.56 $33.184.00 2009/10 $7,320.00 $2,398.16 $16.00 $9,734.16 S25,864.00 2010/11 $8,052.00 $1,871.12 $16.00 $9,939.12 S17,812.00 2011/12 $8,540.00 $1,291.38 $16.00 $9,847.38 $9,272.00 2012/13 $9,272.00 $672.22 $16.00 $9,960.22 50.00 Total $102,480.00 $85,254.32 ($1,220.04) $186,.514.28 The future annual paytnet is ate estixtxates only, and vary slightly each year duc to administrative adjustments. I These installments are inclu ed on the property tax bill and become delinquent after December 10th and April 10th of each year. oil need a new quote and/c r amortization schedule, or have airy questions, please feel free to call (909) --3990. 00010h" FISCAL AGENT AGREEMENT by and between CITY OF ATACASCADERO . . and BNY WESTERN TRUST COMPANY as Fiscal Agent Dated as of January 1, 1999 Relating to City of Atascadero Camino Real Improvement Project 1999 Limited Obligation Refunding Improvement Bonds 00010'7 RVPUB\KM\53750 TABLE OF CONTENTS ARTICLE I AUTHORITY AND DEFINITIONS Section 1.01 Authority for this Agreement . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1.02 Agreement for Benefit of Bondowners . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1.03Definitions . . . . . . . . . . . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 ARTICLE II THE BONDS Section 2.01 Principal Amount: Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 2.02 Terms of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 2.03' Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 2.04 Form of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 2.05 Execution of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 .Section 2.06 Transfer of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 2.07 Exchange of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 2.08 Bond Register . . . . . . . . . . . . . . . . . . . . . . 12 Section 2.09 Temporary Bonds . . . . . . . . . . . . . . . . . . . . . . . .. . ... . . . . . . . . . . . . . . 12 Section 2.10 Bonds Mutilated,Lost, Destroyed or Stolen . . . . . . . . . . . . . . . . . . 13 Section 2.11' Special Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 2.12 Refunding . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . 13 Section 2.13 Book-Entry System; Delivery of the Bonds to the Depository . . . . . . . . 13 ARTICLE III ISSUANCE OF BONDS; APPLICATION OF PROCEEDS; OST OF ISSUANCE FUND; REASSESSMENT FUND Section 3.01 Issuance and Delivery of Bonds . . . . . . . . . . . . . . . . 15 Section 3.02 Application of Proceeds of Sale of Bonds . . . . . . . . . . . . . . . .. 15 Section 3.03 Cost of Issuance Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 3.04' Reassessment Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 ARTICLE IV REASSEE SMENT REVENUES;REDEMPTION FUND;RESERVE FUND Section 4.01 Pledge of Reassessment Revenues . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 4.02' Redemption Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 4.03' Reserve Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 000108 RVPUBUCAB\53750 i ARTICLE V OTHER COVENANTS OF THE CITY Section 5.01. Punctual Payment . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 5.02...Special Obligation . . . . . . . . . . . . . . .. . . . . . .. . . . . . ... . . . . 20 Section 5.03. Extension.of Time for Payment . . . .. . . . . . . .1 20 Section 5.04. Against Encumbrances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .I . . . . . 20 Section 5.05. Protection of Security and Rights of Owners . . . . . . . . . . . . . . . . . . . . . 21 Section 5.06. Collection of Reassessment Revenues . . . . . . . . . I. . . . . . . . . . . . . . . . . 21 Section 5.07. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Section 5.08. Tax Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . 21 Section 5.09. ,Covenant to Foreclose . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 21 Section 5.10. Continuing Disclosure . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . 22 ARTICLE VI INVESTMENTS; DISPOSITION OF INVESTMENT PROCEEDS; LIABILITY OF THE CITY Section 6.01. Deposit and Investment of Moneys in Funds . . . . . . . . . . . . . . . . . . . . . 22 Section 6.02. Rebate Fund: Rebate to the United States . . . . . . . . . . . . . . ... . . . . . . . 23 ,section 6.03. Liability of City . . . . . . . . . . . . . . . ... . . . . . . 24 Section 6.04. Employment of Agents by City . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . 24 ARTICLE VII THE FISCAL AGENT Section 7.01. Appointment of Fiscal Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 7.02. Liability of Fiscal Agent . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 7.03. Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 26 Section 7.04. Notice to Fiscal Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 7.05. Compensation; Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 7.06. Books and Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section 8.01. Amendments Permitted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Section 8.02. Owners'Meetings . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 8.03. Procedure for Amendment with Written Consent of Owners . . . . . . . . . 29 Section 8.04. Disqualified Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 8.05. Effect of Supplemental Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments . . . . ..30 Section 8.07. Amendatory Endorsement of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 8.08. Consent of Fiscal Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 000109 RVPUB\KAB\53750 ii ARTICLE IX MISCELLANEOUS Section 9.0 1. Benefits.of Agreement Limited to Parties . . . . . 30 Section 9.0 . Successor is Deemed Included in All References to Predecessor . . 30 Section 9.0 Discharge of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Section 9.Oz . Execution of Documents and Proof of Ownership by Owners . . . . . . . . . 31 Section 9.0 Waiver of Personal Liability . . . . . . : . . . . . . . . . . . . . . . . 32 Section 9.0 Notices to and Demands on City and Fiscal Agent . . . . . . . . . . . . . . . . . 32 Section 9.0 Partial Invalidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 9.0& Unclaimed Moneys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 9.OS . Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 9.1 C. Conflict with Refunding Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 9.11. Conclusive Evidence of Regularity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 9.1 Payment on Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 9.13. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 EXHIBIT A: FORM OF BOND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 000110 RVPUB\KAB153750 111 FISCAL AGENT AGREEMENT THIS AGREEMENT(the"Agreement") is made and entered into as of January 1, 1999, by and between the City of Atascadero, California, a municipal corporation (the "City"), and BNY Western Trust a national banking association organized and existing under the laws of the United States of America,as fiscal agent (the "Fiscal Agent"). WITNESSETH: WHEREAS, the City has issued bonds for Camino Real Improvement Project (the "Assessment District") and such bonds remain outstanding in the aggregate principal amount of .$1,835,000; and WHEREAS, the City Council (the "City Council") of the City has conducted proceedings pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 (commencing with Section 9500) of the Streets and Highways Code of the State of California(the "Refunding Act") and has adopted Resolution No. 1999-002 (the "Resolution) confirming a report prepared pursuant to Section 9523 of the Streets and Highways Code of the State of California and a reassessment which is contained therein and which has been levied on all parcels of property within the Assessment District, and all acts required by the Refunding Act with respect to the confirmation and levy of such reassessment have been accomplished; and WHEREAS,the City Council has determined that it is in the best interests of the City and the owners of property within the Assessment District that the maturity of the outstanding bonds for the Assessment District be advanced and that such bonds be refunded, and that refunding bonds (the "Bonds"), to be secured by such reassessment, be issued pursuant to the Refunding Act for that purpose; and WHEREAS, the City Council has determined that it is in the best interests of the owners of property within the Assessment District that the Bonds be issued and sold on the terms and conditions hereinafter specified; NOW, THEREFORE, in consideration of the covenants and provisions herein set forth and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: _ 000131 RVPUBIICAB\53750 1 ARTICLE I AUTHORITY AND DEFINITIONS Section 1.01 Authority for this Agreement. This Agreement is entered into pursuant to the provisions of the Refunding Act and the Resolution: Section 1.02. Agreement for Benefit of Bondowners. The provisions, covenants and agreements herein s forth to be performed by or on behalf of the City shall be for the equal benefit, protection and security of the Owners of the Bonds. All of the Bonds, without regard to the time or times of their issuan a or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof, except as expressly provided in or permitted by this Agreement. The Fi cal Agent and its officers and employees may become the owner of any of the Bonds with the same rights it would have if it were not Fiscal Agent. Section 1.03. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.03 shall, or all purposes of this Agreement, of any Supplemental Agreement, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. All references herein to 'Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement, and the words"herein," "hereof," "hereunder" and other words of similar imp rt refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof "Agreement' means this Agreement, as it may be amended or supplemented from time to time by any Supplemental Agreement entered into pursuant to the provisions hereof. "Annual 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 scheduled to be paid. "Assessment District" means Camino Real Improvement Project. "Authorized Officer"means any officer or employee of the City authorized by the City Council or by an Authorized Officer to undertake the action referenced in this Agreement as required to be undertaken by,an Authorized Officer. "Bond Counsel" means any attorney or firm of attorneys acceptable to the City and nationally recognized for expertise in rendering opinions as to the legality and tax-exempt status of securities issued by public entities. "Bond Year" means the period beginning on the Closing Date and ending on September 2, 1999 and thereafter the period beginning on each September 3 and ending on the following September 2. "Bonds" means the Bonds at any time Outstanding under this Agreement. 000112 RVPUBTICAB\53750 2 "Business Day" means any day other than(i) a Saturday or a Sunday or(ii) a day on which banking institutions in the State of California are authorized or obligated by law or executive order to be closed. "City" means the City of.Atascadero. "City Council" means the City Council of the City. "Closing Date" means the date upon which there is an exchange of the Bonds for the proceeds representing payment of the purchase price of the Bonds by the Original Purchaser. "Code" means the Internal Revenue Code of 1986, as amended. "Continuing Disclosure Certificate" means the Continuing Disclosure Certificate executed by the City; dated as of January 1, 1999, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by the City and related to the authorization, sale and issuance of the Bonds, which items of expense shall include, but not be limited to, printing costs, costs of reproducing and binding documents, including but not limited to the preliminary official statement and official statement regarding the Bonds, closing costs, filing and recording fees, expenses incurred by the City in connection with the issuance of the Bonds, bond(underwriter's) discount, fees and expenses of consultants performing services in connection with the reassessment proceedings for the Assessment District, legal fees and expenses, including the fees and expenses of bond counsel and disclosure counsel, fees and expenses of the financial advisor to the City, charges for authentication, transportation and safekeeping of the Bonds and other costs, charges and fees in connection with the foregoing. "Cost of Issuance Fund"means the fund by that name established by Section 3.03(A) hereof. "Debt Service" means the amount of interest and principal payable on the Bonds scheduled to be paid during the period of computation, excluding amounts payable during such period which relate to principal of the Bonds which are scheduled to be retired and paid before,the beginning of such period. "Depository" means The Depository Trust Company,New York,New York, and its .successors and assigns. "Escrow Agent" means BNY Western Trust Company, or any substitute Escrow Agent which may be appointed pursuant to the Escrow Agreement. "Escrow Agreement"means the Escrow Agreement to be entered into on the Closing Date by and between the City and the Escrow Agent whereby the proceeds of the sale of the Bonds 000113 RVPUB\KAB\53750 3 i and amounts on deposit in the reserve fund and the redemption fund for the Refunded Bonds will be deposited in the Escrow Fund established pursuant to the Escrow Agreement for the refunding and redemption of the R.-funded Bonds. "Federal Securities"means any of the following which at the time of investment are determined by the City to be legal investments under the laws of the State of California for the moneys proposed to be invested therein: (i) Cash; and (ii) Direct general obligations of the United States of America (including obligations issued or eld in book entry form on the books of the Department of the Treasury of the United States of erica), or obligations, the payment of principal of and interest on which is unconditionally guaranteed by the United States of America. "Fisc il Agent" means BNY Western Trust Company, the Fiscal Agent appointed by the City, acting as an independent fiscal agent with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 7.01 hereof. "Fisc Year" means the twelve-month period extending from July 1 in a calendar year to June 30 of the succeeding year, both dates inclusive. "Independent Financial Consultant" means a firm of certified public accountants, a financial consulting irm, a consulting engineering firm or an engineer which is not an employee of, or otherwise contro'led by, the City. "Information Services" means Financial Information, Inc.'s "Daily Called Bond Service," 30 Mont g' mery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information S E-rvices' 'Called Bond Service," 65 Broadway, 16th Floor,New York,New York 10006;Moody's Investors Service, Inc.'s "Municipal and Government," 99 Church Street, 8th Floor, New York,New Yo k 10007,Attention: Municipal News Reports; Standard&Poor's Corporation's "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 services providing informationwith respect to called bonds as the City may designate in an Officer's Certificate delivered to the Fiscal Agent. "Interest Payment Dates" means March 2 and September 2 of each year, commencing September 2, 1999. "Investment Earnings" means all interest earned and any gains and losses on the investment of moneys in any fund or account created by this Agreement excluding interest earned and gains and losses on the investment of moneys in the Rebate Fund. 000114 RVPUB\KAB\53750 4 Maximum Annual Debt Service means the amount determined by the City to be the largest Annual Debt Service for any Bond Year after the calculation is made through the final maturity date of any Outstanding Bonds. Woody's" shall mean Moody's Investors Service, Inc., a national rating service with offices in New York,New York. "Nominee" means Cede&Co.,the nominee of the Depository, or any other nominee (which may be the Depository) of the Depository. "Officer's Certificate" means a written certificate of the City signed by an Authorized Officer of the City. "Original Purchaser" means Prudential Securities, Inc. "Outstanding,"when used as of any particular time with reference to the Bonds, means (subject to the provisions of Section 8.04 hereof) all Bonds except: (i) Bonds theretofore canceled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (ii) Bonds called for redemption which, for the reasons specified in Section 103 (E)hereof, are no longer entitled to any benefit under this Agreement other than the right to receive payment of the redemption price therefor; (iii) Bonds paid or deemed to have been paid within the meaning of Section 9.03 hereof; and (iv) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the City and authenticated by the Fiscal Agent pursuant to this Agreement or any Supplemental Agreement. "Owner" means any person who shall be the registered owner of any Outstanding Bond. "Permitted Investments"means: (i) Federal Securities; (ii) any of the following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation or Farm Credit Banks(consisting of Federal Land Banks,Federal Intermediate Credit Bank or Banks for Cooperatives); (c)bonds or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act, bonds of any federal home loan bank established under said act 000115 RWU]3"\53750 5 and stocks,bonds, d bentures, participations or other obligations of or issued by the Federal National Mortgage Association,the Student Loan Marketing Association,the Government National Mortgage Association and the Federal Home Loan Mortgage Corporation; and (d) bonds, notes or other obligations issued or assumed by the International Bank for Reconstruction and Development; money market funds which invest solely in Federal Securities or in obligations described m—the prec ding clause(ii)of this definition, or money market funds which are rated in the highest rating categ by Standard&Poor's Ratings Services and Moody's Investors Service, Inc. (including funds forwhich the Fiscal Agent, its affiliates or subsidiaries provide investment advisory or other management services); (iv) units of a taxable government money market portfolio comprised solely of obligations listed in clause (i) or (ii) above (including portfolios for which the Fiscal Agent, its affiliates or subsidia 'es provide investment advisory or other management services); or (v) the Local Agency Investment Fund in the State Treasury of the State of California as permi ted by the State Treasurer pursuant to Section 16429.1 of the California Government Code. "Principal Office" means the office of the Fiscal Agent in Los Angeles, California, at which at any particular time corporate trust business shall be administered, or such other office as it shall designate, except that with respect.to registration of bonds and presentation of Bonds for payment,transfer or exchange, such term means the office or agency of the Fiscal Agent in St. Paul, Minnesota, or such other office as may be designated by the Fiscal Agent, at which its corporate agency business shall then be conducted. "Proceeds," when used with reference to the Bonds, means the aggregate principal amount of the Bonds, plus accrued interest and premium, if any, less original issue discount, if any. "Reassessments" means the reassessments levied on properties within the Assessment District which secur "the payment of Debt Service. "Reassessment Fund" means the fund by that name established by Section 3.04(A) hereof. "Reassessment Prepayment" means an amount received by the City as a result of the prepayment of a Reassessment by the owner of a parcel of property within the Assessment District pursuant to Section 8766 or Section 8766.5 of the Streets and Highways Code of the State of California. "Reassessment Prepayment Account" means the account by that name established in the Redemption Fund by Section 4.02(C) hereof. 000116 RVPUB\KAB\53750 6 Reassessment Revenues means the revenues received by the City in each Fiscal Year from the collection of the annual installments of the unpaid Reassessments and proceeds from the sale of property for delinquent Reassessment installments. "Rebate Certificate" means the certificate delivered by the City upon the delivery of the Bonds relating to Section 148 of the Code, or any functionally similar replacement certificate. Rebate Fund means the fund by that name established by Section 6.02 hereof. "Record Date" means the fifteenth (15th) day of the month next preceding the applicable Interest Payment Date whether or not such day is a Business Day. "Redemption Fund" means the fund by that name established by Section 4.02(A) hereof. "Refunded Bonds"means the outstanding bonds of the Assessment District which are to be refunded with the proceeds from the sale of the Bonds to be deposited with the Escrow Agent pursuant to Section 3.02(C) hereof. "Refunding Act" means the Refunding Bond.Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 (commencing with Section 9500) of the Streets and Highways Code of the State of California. "Regulations" means the temporary and permanent regulations of the United States Department of the Treasury promulgated under the Code. "Reserve Fund" means the fund by that name established by Section 4.03(A) hereof. "Reserve Requirement" means on any date in any Bond Year the lesser of(i) 10 percent of the proceeds of the sale of the Bonds, (ii) Maximum Annual Debt Service; or (iii) 125 percent of average Annual Debt Service on the Bonds, as determined by the City. "Resolution" means Resolution No. 1999-003 adopted by the City Council on January 12, 1999. "Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax (516) 227-4039 or-4190; Midwest Securities Trust Company, Capital Structures - Call Notification;440 South LaSalle Street, Chicago, Illinois 60605, Fax(312)663-2343;Philadelphia Depository Trust Company,Reorganization Division, 1900 Market Street,Philadelphia,Pennsylvania 19103, Attention: Bond Department, Tel (215)496-5058; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the City may select. "Standard&Poor's" shall mean Standard&Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., a national rating service with offices in New York,New York. 00011'7 RVPUB\KAB\53750 7 " Agreement" means a Supplemental Sup lemental Agr pp emental Agreement entered into by the City and the Fiscal Agent for the purpose of modifying or amending this Agreement or the rights and obligations of the City and the Owners pursuant to Section 8.01 hereof ARTICLE II THE BONDS Section 2.01. Principal Amount: Designation. The Bonds in the aggregate principal amount of$ are ier6by authorized to be issued by the City for the Assessment District under and subject to the terms c f the Resolution, this Agreement, the Refunding Act and other applicable laws of the State of Cali rnia. The Bonds shall be designated "City of Atascadero, Limited Obligation Refunding Improvement Bonds, Camino Real Improvement Project, Series 1999," and shall be secured by the Reassessments. Section 2.02 Terms of Bonds. (A) The BQnds. The Bonds shall be issued as fully registered bonds, without coupons, in the denominations of $5,000 or any integral multiple thereof. The Bonds shall be lettered and numbered in a customary manner as determined by the City. The Bonds shall be dated as of the Closing Date. (B) Ma 'tie . The Bonds shall mature and become payable on September 2 of each year and bear interest, as follows: Maturity Dates Principal Interest (September 2 Amounts Rates (C) Inter t The Bonds shall bear interest at the rates set forth in subsection(B) above which shall be payablD 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 thereof unless (i)it is authenticated after a Record Date and before the close of business on the next Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or(ii) it is authenticated on or before the Record Date precedbig the first Interest Payment Date, in which event it shall bear interest from the 000118 RVPUB\KAB\53750 8 Closing Date;provided,however,that if at the time of authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon or from the Closing Date, if no interest has previously been paid or made available for payment thereon. (D) Method of Payment. Interest on the Bonds is payable by check of the Fiscal Agent mailed by first class mail,postage prepaid, on each Interest Payment Date, until the principal amount of a Bond has been paid or made available for payment, to the registered Owner thereof at such registered Owner's address as it appears on the registration books maintained by the Fiscal Agent at the close of business on the Record Date preceding the Interest Payment 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 such Bonds at the Principal Office of the Fiscal Agent: All Bonds paid by the Fiscal Agent pursuant to this subsection shall be canceled and destroyed by the Fiscal Agent. (E) CUSIP Identification Numbers. CUSIP identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds. In addition,failure on the part'ofthe City or the Fiscal Agent to use such CUSIP.numbers in any notice to the Owners shall not constitute an event of default or any violation of the City's contract with the Owners and shall not impair the effectiveness of any such notice. Section 2.03 Redemption. (A) Optional and Mandatory Early Redemption. The Bonds are subject to mandatory redemption prior to their stated maturity dates on any Interest Payment Date on or after September 2, 1999, as selected by the City, in integral multiples of $5,000, any lawful from moneys derived by the City at the following redemption prices expressed as percentages of the principal amount of the Bonds to be redeemed, together with accrued interest to the date of redemption: Redemption Dates Redemption Prices September 2, 1999 through March 2, 2004 103% September 2, 2004 through March 2, 2005 102% September 2, 2005 and March 2, 2006 101 September 2, 2006 and thereafter 100% Provided, however, that any redemption of the Bonds on or prior to March 2, 2004 shall be made solely from prepayment of Reassessments and corresponding transfer from the Reserve Fund, representing the proceeds of prepayments of Reassessments. In connection with any partial redemption of Bonds from prepayments of Reassessments, the Bonds shall be selected among maturities in a manner determined by the Treasurer to maintain, as much as practicable, the same debt service profile on the Bonds. 000119 RVPUB\KAB\53750 9 In selecting Bonds for redemption, the City shall select the Bonds to be redeemed among maturities so that the ratio of Outstanding Bonds to issued Bonds shall be approximately the same in each maturity and so as to maintain level Annual Debt Service, insofar as possible.The City shall notify the Fiscal Agent of the principal amount of the Bonds so selected for redemption in each maturity of the Boncls by anOfficer's Certificate delivered to the Fiscal Agent not less than forty-five (45) days prior to the date selected for redemption. The Fiscal Agent shall select Bonds for redemption within each maturity of the Bonds by lot. (B) Purchase of Bonds. In lieu of payment at maturity or redemption under this Section 2.03, moneys in the edemption Fund may be used and withdrawn by the Fiscal Agent, upon written instructions from the City, for purchase of Outstanding Bonds, at public or private sale as and when, and at such price (including brokerage and other charges) as the City may determine to be appropriate, but in no event may Bonds be purchased at a price in excess of the principal amount thereof, plus interest accrued to the date of purchase. (C) Notice of Fiscal Agent. An Authorized Officer shall give the Fiscal Agent written notice of the City's intention to redeem Bonds not less than forty-five (45) days prior to the applicable redemption date. The provisions of this subsection (C) shall not apply to the purchase of Bonds pursuant to Sectio 2.03(B) hereof. (C) Redemption Procedure by Fiscal Agent. The Fiscal Agent shall cause notice of any redemption to be n ailed.by first class mail, postage prepaid, at least thirty (30) days'but not more than sixty(60)days rior to the date fixed for redemption, to the Securities Depositories and to the Information Services, and to the respective registered Owners of any Bonds designated for redemption, at thei addresses appearing on the Bond registration books maintained by the Fiscal Agent;but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice, or any defect therein, shall not affect the validity of the proceedings for the redemption of s ch Bonds. Such notice shall state the date of such notice, the date of issue of the Bonds, the place or places of redemption, the redemption date, the redemption price and, if less than all of the then Outstanding Bonds'are to be called for redemption, shall designate the CUSIP numbers and Bond numbers of the Bonds to be redeemed,by giving the individual CUSIP number and Bond number of each Bond to be redeemed, or shall state that all Bonds between two stated Bond numbers, both inclusive, are to be redeemed or that all of the Bonds.of one or more maturities have been called for redemption, shall state as to any Bond called for redemption in part the portion of the principal of the Bond to be redeemed, shall require that such Bonds be then surrendered at the Principal Office of the Fiscal Agent for redemption at the said redemption price, and shall state that further interest on such Bonds will not accrue from and after the redemption date. The cost of the mailing of any such redemption notice shall be paid by the City. 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 issu and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. 000120 RVPUB\KAB\53750 10 In the event of an optional redemption pursuant to Section 2.03(A) hereof or a purchase of Bonds pursuant to Section 2.03(B) hereof, the Fiscal Agent shall deposit in the Redemption Fund moneys provided by the City in an amount equal to the redemption price of the Bonds being redeemed or the purchase price of the Bonds being purchased on or before the fifteenth(I 5th) day of the month preceding the Interest Payment Date upon which such Bonds are to be redeemed or the date upon which the Bonds are to be purchased, as the case may be. this r redemption Whenever provision is made m t s Ag Bement for the redempt f less than all of the 0 o Bonds, the City shall select the Bonds for redemption in such a way that the ratio of Outstanding Bonds to issued Bonds shall be approximately the same in each maturity of the Bonds insofar as possible, and the Fiscal Agent shall select Bonds for redemption within each maturity of the Bonds by lot. Upon surrender of Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the Owner, at the expense of the City, a new Bond or Bonds, of the same maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. (E) Effect of Redem tp ion.From and after the date fixed for redemption, if funds available for the payment of the redemption prices of the Bonds called for redemption shall have been deposited in the Redemption Fund, such Bonds shall cease to be entitled to any benefit under this Agreement other than the right to receive payment of the redemption price, and interest shall cease to accrue on the Bonds to be redeemed on the redemption date specified in the notice of redemption. All Bonds redeemed and purchased by the Fiscal Agent pursuant to this Section 2.03 shall be canceled and destroyed by the Fiscal 'Agent. Section 2.04. Form of Bonds. The Bonds,the Fiscal Agent's certificate of authentication and the assignment to appear thereon shall be substantially in the forms, respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions as permitted or required by this Agreement. Section 2.05, Execution of Bonds. The Bonds shall be executed by the facsimile signatures of the Treasurer and the City Clerk of the City, who are in office on the date of this Agreement or at any time thereafter.If any officer whose signature appears on any Bond ceases to be such officer before delivery of the Bond to the Owner, such signature shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bond to the Owner. Any Bond may be signed and attested by such persons as at the actual date of the execution of such Bond shall be the proper officers of the City notwithstanding that on the nominal date of such Bond any such person shall not have been such officer of the City. Only such Bonds as shall bear thereon a certificate of authentication in substantially the form set forth in Exhibit A hereto, manually executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Agreement, and such certificate of 000121 RVPUBIKABl53750 11 authentication of the Fiscal Agent shall be conclusive evidence that such Bonds have been duly authenticated, registered and delivered hereunder, and are entitled to the benefits of this Agreement. Section 2.06. Transfer of Bonds.Any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 hereof,by the person in whose name it isgistered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly executed written instrument of transfer in a form acceptable to the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent n connection with any such transfer shall be paid by the City. The Fiscal Agent shall collect from t e Owner requesting transfer of a Bond any tax or other governmental charge required to be paid with respect to such transfer. Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and the Fiscal Agent shall a henticate and deliver a new Bond or Bonds of like aggregate principal amount of authorized denominations. No transfersof Bonds shall be required to be made (i) during the fifteen(15) days preceding the date established by the Fiscal Agent for selection of Bonds for redemption, or(ii)with respect to Bonds which have been selected for redemption. Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office of the Fiscal Agent only f' r a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expense incurred by the Fiscal Agent in connection with any such exchange'shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting exchange of a Bond any tax or other governmental charge required to be paid with respect to suc exchange. No exchanges of Bonds shall be required to be made(i)during the fifteen (15) days preceding the date established by the Fiscal Agent for selection of Bonds for redemption, or(ii)with respect to Bonds which ha a been selected for redemption. Section 2.08. Bond Register. The Fiscal Agent shall keep, or cause to be kept, sufficient books for the registration and transfer of the Bonds which books shall show the series, number, CUSIP identificatio number, date of issuance, amount, rate of interest and Owner of each Bond and . shall at all.times be,open to inspection by the City during regular business hours upon-reasonable notice; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the ownership of the Bonds as hereinbefore provided. Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typ written, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Agreement as may be appropriate. Every temporary Bond shall be executed by the City upon the same conditions and in substantially the same manner as the deft 'five Bonds. If the City issues temporary Bonds, it will execute and furnish 000122 RVPUBUCAB\53750 12 definitive Bonds without delay and thereupon the temporary ryBonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the Principal Office of the Fiscal Agent or at such other location as the Fiscal Agent shall designate, and the Fiscal 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 Agreement as definitive Bonds authenticated and delivered hereunder. Section 2.10. Bonds Mutilated, Lost. Destroyed or Stolen. If any Bond shall become mutilated, the City, at the expense of the Owner of said Bond, shall execute, and the Fiscal Agent shall authenticate and deliver, a replacement Bond of like tenor and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled and destroyed by the Fiscal Agent. If any Bond shall be lost,destroyed or stolen, evidence of such loss, destruction or theft maybe submitted to the Fiscal Agent and, if such evidence be satisfactory to it and indemnity satisfactory to it shall be given, the City, at the expense of the Owner, shall execute, and the Fiscal Agent shall authenticate and deliver, a replacement Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen. The City or Fiscal Agent may require payment of a sum not exceeding the actual cost of preparing each replacement Bond delivered under this Section 2.10 and of the expenses which may be incurred by the City and the Fiscal Agent for the preparation, execution, authentication and delivery thereof. Any Bond delivered under the provisions of this Section 2.10 in replacement of any Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation of the City whether or not the Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Agreement with all other Bonds issued pursuant to this Agreement. Section 2.11. Special Obligation. All obligations of the City under this Agreement and the Bonds shall be special obligations of the City, payable solely from the Reassessment Revenues. Neither the faith and credit nor the taxing power of the City or the State of California or any political subdivision thereof is pledged to the payment of the Bonds. Section 2.12. Refunding. The Bonds are subject to refunding pursuant to the procedures of the Refunding Act. Section 2.13. Book-Entry System; Delivery of the Bonds to the Depository. (A) Book-Entry System; Limited Obligation of the City and the Fiscal Agent. Notwithstanding any other provision of this Agreement, the Bonds shall be initially delivered to the Depository in the form of a separate single fully registered Bond(which may be typewritten) for each of the maturities of the Bonds. Upon such initial delivery, the ownership of each such Bond shall be registered in the registration books kept by the Fiscal Agent in the name of the Nominee, as nominee of the Depository. Except as provided in subsection (C) below, all of the Outstanding Bonds shall be registered in the registration books kept by the Fiscal Agent in the name of the Nominee. 000123 RVPUB\KAB\53750 13 With resped to Bonds registered in the registration books kept by the Fiscal Agent in the name of the Nominee,the City and the Fiscal Agent shall have no responsibility or obligation to any Participant or to any person, corporation or firm on behalf of which the Participant holds an interest in the Bonds. With ut limiting the immediately preceding sentence,the.City and the Fiscal Agent shall have no respc risibility or obligationwith respect to (1) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, (2) the delivery to ,any Participant or any other person, other than an Owner as shown in the registration books kept by the Fiscal Agent, of any notice with respect to the Bonds, (3)the selection by the Depository and its Participants of the beneficial interest in the Bonds to be redeemed in the event the Bonds are redeemed in part, or (4) the payment to any Participant or any other persons, other than an Owner as shown in the registration books kept by the Fiscal Agent, of any amount with respect to principal of, premium, if any, or interest due with respect to the Bonds. The City and the Fiscal Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Fiscal Agent as the holder and absolute owner of such Bond for the purpose of payment of principal, premium, if any, and interest with respect to such Bond, for the purpose of giving notices with respect to such Bond, for the purpose of registering transfers with respect to such Bond and for all other purposes whatsoever. The Fiscal Agent shall pay all principal of, premium, if any, and interest due with respect to the Bonds only to or upon the order of the Owners thereof, as shown in the registration books kept by the Fiscal Agent, or their respective attorneys duly autho i ed in writing, and all such payments shall be valid and effective to satisfy and discharge fully the ity's obligations with respect to payment of principal, premium, if any, and interest due with respect to the Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books kept by the Fiscal Agent, shall receive a Bond evidencing the obli ation of the City to make payments of principal, premium, if any, and interest pursuant to this Agreement. Upon delivery by the Depository to the Fiscal Agent and the City of written notice to the effect that the Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to Record Dates, the word Nominee in this Agreements all refer to such new nominee of the Depository. (B) Re r sentati n Letter. In order to qualify the Bonds for the Depository's book-entry system, an authorized representative of the Fiscal Agent is hereby authorized to execute from time to time and deliver t such Depository a representation letter in the standard form prescribed by the Depository(the "Re resentation Letter"). The execution and delivery of the Representation Letter shall not in any way mit the provisions of subsection(A)above or impose upon the City or the Fiscal Agent any obligation whatsoever with respect to persons having interests in the Bonds other than the Owners, as shown on the registration books kept by the Fiscal Agent. The Fiscal Agent agrees, to the extent not inconsistent with the provisions hereof, to take all action necessary to continuously comply with all representations made by it in the Representation Letter. In addition to the execution and delivery of the Representation Letter, the City Clerk, the City Treasurer, the City Manager, the Authorized Officersand all other officers of the City, are hereby authorized to take any other actions, not inconsistent with this Agreement,to qualify the Bonds for the Depository's book-entry program. (C) Transfers Outside Book-Entfy System. In the event (1)the Depository determines not to continue to act as securities depository for the Bonds or(2)the City determines that the Depo- sitory shall no longer so act, then the Fiscal Agent will discontinue the book-entry system with the 000124 RVPUB\KAB\53750 14 Depository. If the City fails to identify another qualified securities depository to replace the Depository then the Bonds shall no longer be restricted to being registered in the registration books kept by the Fiscal Agent in the name of the Nominee, but shall be registered in whatever name or names persons transferring or exchanging Bonds shall designate, in accordance with.the provisions of this Agreement. (D) Payments to the Nominee. Notwithstanding any other provisions of this Agreement, so long as any Bond is registered in the name of the Nominee, all payments with respect to premium, if any, and interest due with respect to such Bond and all notices with respect to such Bond shall be made and given,respectively, as provided in the Representation Letter or as otherwise instructed by the Depository. ARTICLE III ISSUANCE OF BONDS; APPLICATION OF PROCEEDS; COST OF ISSUANCE FUND; REASSESSMENT FUND Section 3.01. Issuance and Deliver3�of Bonds. At any time after the execution and delivery of this Agreement,the City may issue the Bonds in the aggregate principal amount set forth in Section 2.01 hereof and deliver the Bonds to the Original Purchaser. The Authorized Officers of the City are hereby authorized and directed to deliver any and all documents and instruments necessary to cause the issuance of the Bonds in accordance with the provisions of the Refunding Act, the Resolution and this Agreement and to provide for the refunding, defeasance and redemption of the Refunded Bonds, and to do and cause to be done any and all acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser. Section 3.02. Application of Proceeds of Sale of Bonds. The Proceeds of the sale of the Bonds to the Original Purchaser shall be paid to the Fiscal Agent, who shall forthwith set aside, pay over and deposit such Proceeds on the Closing Date as follows: (A) Deposit in the Cost of Issuance Fund the amount of$ ; (B) Deposit in the Reserve Fund the amount of$ ; and (C) Deposit with the Escrow Agent for deposit in the Escrow Fund established pursuant to the Escrow Agreement the remaining Proceeds of the Bonds to be paid on the Closing Date by the Original Purchaser. The Fiscal Agent may establish such temporary fund or account on its records as it may deem necessary to facilitate such deposit. Section 3.03. ,Cost of Issuance Fund. 000125 RVPUB\KM\53750 15 (A) Establishment of Fund. The Fiscal Agent shall establish and maintain a separate fund to be known as the "Cost of Issuance Fund" into which shall be deposited the proceeds of the sale . of the Bonds pursuant to Section 3.02(A)hereof. Moneys in the Cost of Issuance Fund shall be held in trust by the Fiscal Agent and shall be disbursed as provided in subsection(B) of this Section for the payment or reimbursement of Costs of Issuance. (B) Dishirsements. Amounts in the Cost of Issuance Fund shall be disbursed to pay Costs of Issuance, as set orth in an Officer's Certificate containing respective amounts to be paid to the designated payees d livered to the Fiscal Agent on the Closing Date concurrently with the delivery of the Bonds. The Fi 3cal Agent shall, to the extent of the moneys on deposit in the Cost of Issuance Fund, 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 Officer's Certificate, or upon receipt of an Officer's Certificate requesting payment of a Cost of Issuance not listed on the initial Officer's Certificate delivered to the Fiscal Agent on the Closing Date. The Fiscal Agent is authorized to act on such an Officer's Certificate without further inquiry, 'shall not be responsi le for the accuracy of the statements contained therein, and shall be absolutely protected and incur no liability in relying on such an Officer's Certificate. The Fiscal Agent shall maintain the Cost of Issuance Fund for a period of sixty (60) days from the Closing Date and shall then transfer and deposit any moneys remaining therein, including any Investment Earnings thereon, to the Redemption und. C Inve tment. Moneys in the Cost of Issuance Fund.shall be invested in Permitted . Investments of the type specified in clause (vii) of the definition of Permitted Investments set forth in Section 1.03 hereof. Section 3.64. Reassessment Fund. (A) Esta lishment of Reassessment Fund. There is hereby established, as a separate account to be held y the Fiscal Agent, the "Reassessment Fund" to the credit of which the Fiscal Agent shall deposit all Reassessment Revenues received by the Fiscal Agent from the City. Upon receiving any ReasE essment Revenues from the County of San Luis Obispo, the City shall deduct therefrom the amounts included therein, or a portion thereof, for payment of the City's expenses associated with the collection of the Reassessment Revenues and payment of the annual costs associated with the registration of the Bonds and the other duties of the Fiscal Agent provided for herein, and transfer t e remainder thereof to the Fiscal Agent for deposit in the Reassessment Fund. Moneys in the Reass ssment Fund shall be held by the Fiscal Agent for the benefit of the City and the Owners of the Bonds, as hereinafter provided, shall be disbursed as provided below and, pending disbursement, shallbe subject to a lien in favor of the Owners of the Bonds. (B) Disb' rsement . Not later than the third Business Day preceding each Interest Payment Date, the Fiscal Ag nt shall withdraw from the Reassessment Fund and deposit in the Redemption Fund the amount Which is necessary to pay Debt Service on the Interest Payment Date. On Septemb r 3 of each year,beginning on September 3, 1999, the amount on deposit in the Reassessment Fun together with the amount then on deposit in the Redemption Fund shall not 000126 RVPUB\KAB\53750 16 exceed the greater of(i)one year's earnings on such amounts, or(ii)one-twelfth (1/12th) of Annual Debt Service for the then current Bond Year. If on September 3 of any year the amount on deposit in the Reassessment Fund, together with the amount then on deposit in the Redemption Fund, exceeds the maximum amount allowable pursuant to the preceding sentence and if on such September 3 the City shall have delivered to the Fiscal Agent an Officer's Certificate containing the information required below in this paragraph, the excess shall be paid by the Fiscal Agent to the City as directed by such Officer's Certificate. On September 3 of each year, after any such excess amount has been transferred as hereinabove provided,the amount on deposit in the Reassessment Fund, together with the amount then on deposit in the Redemption Fund, shall not exceed in the aggregate the greater of (i)one year's earnings thereon, or(ii)one-twelfth(1/12th)of Annual Debt Service for the then current Bond Year. An Officer's Certificate delivered by the City to the Fiscal Agent pursuant to this paragraph shall specify the dollar amount of the excess determined pursuant to the first sentence of this paragraph which the Fiscal Agent is to pay to the City. Upon receipt of such an Officer's Certificate, the Fiscal Agent is authorized to act thereon without further inquiry, shall not be responsible for the accuracy of the statements contained therein, and shall be absolutely protected and .incur no liability in relying on such Officer's Certificate. (C) Investment. Moneys in the Reassessment Fund shall be invested and deposited in accordance with Section 6.01 hereof. Investment Earnings shall be retained in the Reassessment Fund to be used for the purposes of such fund. ARTICLE IV REASSESSMENT REVENUES; REDEMPTION FUND;RESERVE FUND Section 4.01. Pledge of Reassessment Revenues. The Bonds shall be secured by a pledge(which pledge shall be effected in the manner and to the extent herein provided) of all of the Reassessment Revenues and all moneys deposited in the Redemption Fund and the Reserve Fund. The Reassessment Revenues and all moneys deposited into such funds are hereby dedicated in their entirety to the payment of the principal of the Bonds, and interest and any premium on,the.Bonds, as provided herein and in the Refunding Act, until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 9.03 hereof. Section 4.02. Redemption Fund. (A) De osi s. There is hereby established, as a separate account to be held by the Fiscal Agent, the "Redemption Fund" to the credit of which deposits shall be made as required by the provisions of this Agreement or the Refunding Act. Moneys in the Redemption Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds, shall be disbursed for the payment of the principal of, and interest and any premium on,the Bonds as provided below, and, pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds. 00012'7 RVPUB\KAB\53750 17 (B) Disbursements. On each Interest Payment Date,the Fiscal Agent shall withdraw from the Redemption Fund and pay to the Owners of the Bonds the principal of and interest and any premium then due and payable on the Bonds on the Interest Payment Date. If, on any Int rest Payment Date,there are insufficient funds in the Redemption Fund to make the payments provided for in the first paragraph of this Section 4.02(B), the Fiscal Agent shall apply the available funds first to the payment of interest on the Bonds, and then to the payment of principal due on the Bonds. As provided in the form of the Bonds attached hereto as Exhibit A, the City Council has determined, pursuant to'Section 8769(b) of the Streets and Highway Code of the State of California that the City will not obligate itself to advance available funds from the City Treasury to cure any deficiency which may occur in the Redemption Fund. On September 3 of each year,beginning on September 3, 1999, the amount on deposit in the Redemption Fund(accept the amount, if any, on deposit in the Reassessment Prepayment Account) together with the am unt then on deposit in the Reassessment Fund, shall not exceed the greater of (i)one year's earnings on such amounts, or(ii) one-twelfth(1/12th) of Annual Debt Service for the then current Bond ear. If on September 3 of any year the amount on deposit in the Redemption Fund, together with the amount then on deposit in the Reassessment Fund, exceeds the maximum amount allowable pursuant to the preceding sentence and if on such September 3 the City shall have delivered to the Fiscal Agent an Officer's Certificate containing the information required below in this paragraph, the exc ss shall be paid by the Fiscal Agent to.the City as directed by such Officer's Certificate. On September 3 of each year, after any such excess amount has been paid as hereinabove provided, the amount on deposit in the Redemption Fund (except the amount, if any, on deposit in the Reassessment Prepayment Account), together with the amount then on deposit in the Reassessment Fund, 3hall not exceed the greater of(i) one year's earnings thereon, or (ii) one-twelfth (1/12th)of Annual Debt Service for the then current Bond Year. An Officer's Certificate delivered by the City to Fiscal Agent pursuant to this paragraph shall specify the dollar amount of the excess determined pursuan to the first sentence of this paragraph which the Fiscal Agent is to pay to the City. Upon receipt of such an Officer's Certificate, the Fiscal Agent is authorized to act thereon without further inquiry, shall not be responsible for the accuracy of the statements contained therein, and shall be absolutely protected and incur no liability in relying on such Officer's Certificate. Amounts in the Redemption Fund shall also be withdrawn and deposited in the Rebate Fund as provided in Secti n 6.02 hereof. (C) Reassessment Prepayment Account. There is hereby established in the Redemption Fund a separate account designated the"Reassessment Prepayment Account" into which the Fiscal Agent shall deposit 11 amounts received from the City identified to it as representing Reassessment Prepayments.Upon receipt of any Reassessment Prepayment, the City shall, as soon as is reasonably possible, deliver the amount thereof to the Fiscal Agent for deposit in the Reassessment Prepayment Account. The Fiscal Agent shall apply all amounts deposited in the Reassessment Prepayment Account to the rederription of the Bonds pursuant to Section 2.03(A)hereof. Any amount remaining on deposit in the Reassessment Prepayment Account after such redemption of the Bonds shall be deposited in the Redemption Fund and be disbursed as provided in subsection (B) above. 000128 RVPUBTKAB153750 18 (D) Investment. Moneys in the Redemption Fund shall be invested and deposited in accordance with Section 6.01 hereof. Investment Earnings shall be retained in the Redemption Fund, except to the extent they are required to be deposited by the Fiscal Agent in the Rebate Fund in accordance with Section 6.02 hereof. Section 4.03. Reserve Fund. (A) Establishment of Fund: Disbursement. There is hereby established, as a separate account to be held by the Fiscal Agent, the "Reserve Fund" to the credit of which a deposit shall be made as required by Section 3.02(B) hereof,which deposit is equal to the Reserve Requirement as of the Closing Date, and to which deposits shall be made as provided in Section 4.03(B) hereof. Moneys in the Reserve Fund shall be held by the Fiscal Agent for the benefit of the Owners of the Bonds as a reserve for the payment of the principal of and interest and any premium on the Bonds and shall be.subject to a lien in favor of the Owners of the Bonds. (B) Use of Fund. Except as otherwise provided in this Section, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Fiscal Agent 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 subsection (E) of this Section 4.03, or for the purpose of redeeming Bonds. Amounts transferred from the Reserve Fund to the Redemption Fund pursuant to this subsection shall .be restored by the City from the collection of delinquent installments on the. Reassessments levied on parcels for which such installments are delinquent, and penalties and interest thereon, whether by judicial foreclosure proceedings or otherwise, as soon as is reasonably possible following the receipt by the City of such delinquent installments, penalties and interest. In the event that the City receives any Reassessment Prepayment pursuant to Section 4.02(C) hereof, the Fiscal Agent shall transfer a corresponding amount form the Reserve Fund to the Redemption Fund to call and redeem Bonds pursuant to Section 2.03(A) hereof. (C) Transfer Due to Deficiency in Redemption Fund. Whenever transfer is made from the Reserve Fund to the Redemption Fund due to a deficiency in the Redemption Fund, the Fiscal Agent shall report such fact to the City. (D) Transfers on Payment of Reassessments. Whenever a Reassessment levied on a lot or parcel of property within the Assessment District is paid off, the Fiscal Agent shall, upon receiving an Officer's Certificate regarding such Reassessment, transfer from the Reserve Fund to the Redemption Fund an amount equal to the reduction in such Reassessment determined pursuant to Section 8881 of the Streets and Highways Code of the State of California, which amount shall be specified in the Officer's Certificate. Upon receipt of such an Officer's Certificate, the Fiscal Agent is authorized to act thereon without further inquiry, shall not be 000129 RVPUB\KAB\53750 19 responsible for the accuracy of the statements contained therein, and shall be absolutely protected and incur no liability in relying on such Officer's Certificate. (E) . T fer of Excess of Reserve Re uirement. Whenever, on any September 3, the amount in the Reserve Fund, less Investment Earnings resulting from the investment of the funds therein which pursuant to Section 6.02 hereof must be rebated to the United States, exceeds the then applicable Reserve Requirement, the Fiscal Agent shall provide written notice to the City of the amount of the excess and shall, subject to the requirements of Section 6.02 hereof, transfer an amount equal to the excess from the Reserve Fund to the Redemption Fund to be used for the payment of Debt Service on the next succeeding Interest Payment Date in accordance with Sec- tion 4.02 hereof. (F) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including interest accrued to tl a date of payment or redemption and premium, if any, due upon redemption, the Fiscal Agent sha 1, upon receiving written direction from an Authorized Officer, transfer the amount in the Rese a Fund to the Redemption Fund to be applied, on the next succeeding Interest Payment Date to the payment and redemption, in accordance with Section 2.03 and Section 4.02 hereof, as applicable, of all of the Outstanding Bonds. In the event that the amount so transferred from the Reserve Fund to the Redemption Fund exceeds the amount required to pay and redeem the Outstanding Bonds, the balance in the Reserve Fund shall be transferred.by the Fiscal Agent to the City to be a plied as provided in Section 8885 of the Streets and Highways Code of the State of California. Upon receipt of such an Officer's Certificate, the Fiscal Agent is authorized to act thereon without further inquiry, shall not be responsible for the accuracy of the statements contained therein, and shall be absolutely protected and incur no liability in relying on such Officer's Certificate. (G) Inve tment. Moneys in the Reserve Fund shall, except as provided in subsection (D) above, be invested and deposited in accordance with Section 6.01 hereof. ARTICLE V OTHER COVENANTS OF THE CITY Section 5.01. Punctual Payment. The City will punctually pay or cause to be paid the principal of and inter st and any premium on the Bonds when and as due in strict conformity with the terms of this Agreement and any Supplemental Agreement to the extent that the Reassessment Revenues are available therefor, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Agreement and all Supplemental Agreements and of the Bonds. Section 5.02. Special Obligation. The Bonds are special obligations of the City and are payable solely froni and secured solely by the Reassessment Revenues and the amounts in the Redemption Fund, the Reserve Fund and the Reassessment Fund. RVPUBIKAB\53750 20 0001.30 Section 5.03. Extension of Time for Payment. In order to prevent any accumulation of claims for interest after maturity,the City shall not, directly or indirectly,'extend or consent to the extension of the time for the payment of any claim for interest on any of the Bonds and shall not, directly or indirectly, be a party to the approval of any such arrangement by purchasing or funding said claims for interest or in any other manner. In case any such claim for interest shall be extended or funded, whether or not with the consent of the City, such claim for interest so extended or funded shall not be entitled,in case of default hereunder,to the benefits of this Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest which shall not have been so extended or funded. Section 5.04. Against Encumbrances. The City shall not encumber, pledge or place any charge or lien upon any of the Reassessment Revenues or other amounts pledged to the Bonds superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Agreement. Section 5.05. Protection of Security and Rights of Owners. The City will preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and defend their rights against all claims and demands of all persons. From and after the delivery of any of the Bonds by the City, the Bonds shall be incontestable by the City. Section 5.06. Collection of Reassessment Revenues. The City shall comply with all requirements of the Refunding Act so as to assure the timely collection of Reassessment Revenues, including without limitation, the enforcement of the payment or collection of delinquent Reassessments. Section 5.07. Further Assurances. The City will adopt, make, execute and deliver any and all such further ordinances, resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Agreement, and for better assuring and confirming unto the Owners of the Bonds the rights and benefits provided in this Agreement. Section 5.08. Tax Covenants. The City hereby covenants that: (A) It will not take any action or omit to take any action, which action or omission, if reasonably expected on the date of the initial issuance and delivery of the Bonds, would have caused any of the Bonds to be "arbitrage bonds" within the.meaning of Section 103(b) and Section 148 of the Code; (B) It will not take any action or omit to take any action, which action or omission, if reasonably expected on the date of initial issuance and delivery of the Bonds, would result in loss of exclusion from gross income for purposes of federal income taxation under Section 103(a) of the Code of interest paid with respect to the Bonds; RVPUB\KAB\53750 21 000131 (C) It will not take any action or omit to take any action, which action or omission, if reasonably expected n the date of initial issuance and delivery of the Bonds, would have caused any of the Bonds to be "private activity bonds" within the meaning of Section 141 of the Code; (D) It will comply with the Rebate Certificate as a source of guidance for.achieving compliance with the ode; and (E) In order to maintain the exclusion from gross income for purposes of federal income taxation of interest paid with respect to the Bonds, it will comply with each applicable requirement of Section 103 and Sections 141 through 150 of the Code. The covenants of the City contained in this Section 5.08 shall survive the payment, redemption or defeasance of Bonds pursuant to Section 9.03 hereof. The Fiscal Agent makes no warranties, covenants or represc ntations regarding the current or future tax status of interest on the Bonds. Section 5.09. Covenant to Foreclose. The City hereby covenants with and for the benefit of the Owners of the 'Bonds that it will order, and cause to be commenced, judicial foreclosure proceedings against F roperties with delinquent Reassessment installments in excess of$5,000 by the October 1 following the close of the Fiscal Year in which such installments were due, and will commence judicial foreclosure proceedings against all properties with delinquent Reassessment installments by the October 1 following the close of each Fiscal Year in which it receives Reassessment Reve ues in an amount which is less than ninety-five percent (95%) of the total Reassessment Revenues which were to be received in the Fiscal Year and diligently pursue to completion such foreclosure proceedings; provided, however, that the City may elect to defer the commencement of such foreclosure proceedings with respect to any property so long as (i) the amount on deposit n the Reserve Fund is equal to the Reserve Requirement and (ii) the City is current in the payment of Debt Service. Section 5.1 . Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an event of default under this Agreement. RVPUB\KAB\53750 22 000132 ARTICLE VI INVESTMENTS;DISPOSITION OF INVESTMENT PROCEEDS;LIABILITY OF THE CITY Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of Section 6.02 hereof, moneys in any fund or account created or established by this Agreement and held by the Fiscal Agent shall be invested by the Fiscal Agent in Permitted Investments, as directed pursuant to an Officer's Certificate filed with the Fiscal Agent at least two (2)Business Days in advance of the making of such investments. In the absence of any such Officer's Certificate, the Fiscal Agent shall invest any such moneys in Permitted Investments described in clause(vii) of the definition of Permitted Investments in Section 1.03 hereof. Except as specifically provided herein, the Fiscal Agent shall have no obligation to pay additional interest or maximize investment income on any funds held by it. Neither the City nor the Owners of the Bonds shall have any claim of any kind against the Fiscal Agent in connection with investments properly made pursuant to this Section 6.01. Obligations purchased as an investment of moneys in any fund or account shall be deemed to be part of such fund or account, subject,. however, to the requirements of this Agreement for transfer of Investment Earnings in funds and accounts. The Fiscal Agent shall be entitled to rely conclusively upon the written instructions of the City directing investments in Permitted Investments as to the fact that each such investment is permitted by the laws of the State, and shall not be required to make further investigation with respect thereto. With respect to any restrictions contained in the definition of Permitted Investments in Section 1.03 hereof which embody legal conclusions (e.g., the existence, validity and perfection of security interests in collateral),the Fiscal Agent shall be entitled to rely conclusively on an opinion of counsel obtained at the City's expense. The Fiscal Agent may act as principal or agent in the acquisition or disposition of any investment and may engage in or be interested in any financial or other transaction with the.City. The Fiscal Agent shall not incur any liability for losses arising from any investments made pursuant to this Section 6.01. For purposes of determining the amount on deposit in any fund or account held hereunder, all Permitted Investments or investments credited to such fund or account shall be valued at the cost thereof(excluding accrued interest and brokerage commissions, if any). Subject in all respects to the provisions of Section 6.02 hereof, investments in any and all funds and accounts may be commingled in a single fund 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 Fiscal Agent hereunder, provided that the Fiscal Agent 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 Agreement. The Fiscal Agent shall sell 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 Fiscal Agent shall not 000133 RVPUB\KAB\53750 23 be liable or responsible for any loss resulting from the acquisition or disposition of any such investment security,in accordance herewith. The City ackn wledges that to the extent regulations of the Comptroller of the Currency or any other applicable regulatory agency grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically waives receipt of such confirmations to the extent permitted by aw. The Fiscal Agent shall be provided periodic cash transaction statements which include detail or all investment transactions made by the Fiscal Agent hereunder. The Fiscal Agent or any of its affiliates may act as sponsor, advisor or manager in connection with any investments made by the Fiscal Agent hereunder. Section 6.02. Rebate Fund: Rebate to the United States. There is hereby created, to be held by the Fiscal Agent, as,a separate account distinct from all other funds and accounts held by the Fiscal Agent under this Agreement,the Rebate Fund.Pursuant to the written direction of the City, the Fiscal Agent shall deposit ini o the Rebate Fund moneys transferred by the City to the Fiscal Agent pursuant to the Rebate Certific'te. The Rebate Fund shall be held either uninvested or invested only in Federal Securities at the direction of the City. Moneys on deposit in the Rebate Fund shall be applied only to payments made to the United States, to the extent such payments are required by the Rebate Certificate. The Fiscal Agent shall, upon written direction of the City, make such payments to the United States. The Fiscal gent's sole responsibilities under this Section 6.02 are to follow the written instructions of the Ci pertaining hereto and the Fiscal Agent shall have no independent responsibility to monitor or enforce compliance by the City with the Rebate Certificate. The City shall be responsible for any fes and expenses incurred by the Fiscal Agent pursuant to this Section 6.02. The Fiscal AE ent shall,upon written request and direction from the City, transfer to or upon the order of the Cit any moneys on deposit in the Rebate Fund in excess of the amount, if any, required to be mainta ned or held therein in accordance with the Rebate Certificate. Upon receipt of such a written request and direction the Fiscal Agent is authorized to act thereon without further inquiry, shall not be responsible for the accuracy thereof, and shall be absolutely protected and incur no liability in relyingthereon. Section 6.03 Liability of City. The City shall not incur any responsibility in respect of the Bonds or this Agree ent other than in connection with the duties or obligations explicitly herein or in the Bonds assigned to or imposed upon it. The City shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or wilful default. In the absence of bad faith, the City may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the City and conforming to the requirements of this Agreement. The City 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. 000134 RVPUBUCAB\53750 24 No provision of this Agreement shall require the City to expend or risk its own general funds or otherwise incur any financial liability(other than with respect to the Reassessment Revenues)in the performance of any of its obligations hereunder, or in the exercise of and 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 reasonablyassured to it. 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 counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. 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 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. ARTICLE VII THE FISCAL AGENT Section 7:01. Appointment of Fiscal Agent. BNY Western Trust Company is hereby appointed Fiscal Agent, registrar and paying agent for the Bonds. The Fiscal Agent undertakes to perform such duties, and only such duties, as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Fiscal Agent. Any financial institution into which the Fiscal Agent may be merged or converted or with which it may be consolidated or any financial institution resulting from any merger, conversion or consolidation to which it shall be a party or any financial institution to which the Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such financial institution shall be eligible under the following paragraph of this Section 7.01, shall be the successor to the Fiscal Agent without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. The City may remove the Fiscal Agent initially appointed, and any successor thereto, and the City may appoint a successor or successors thereto, but any such successor shall be a financial institution having (or in the case of a corporation or trust company included in a bank holding company system, the related bank holding company shall have) a combined capital (exclusive of borrowed capital)and surplus of at least $50,000,000, and subject to supervision or examination by federal or state authority. If such financial institution publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, 25 000135 RVPUBIKAB\53750 then for the purposes of this Section 7.01, combined capital and surplus of such financial institution shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Fiscal Agent may at anytime resign by giving thirty(30) days'written notice to the City and by giving tote Owners notice by mail of such resignation. Upon receiving notice of such resignation,the City shall promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or remc val of the Fiscal Agent shall become effective upon acceptance of appointment by the successor Fi cal Agent. If no appo ntment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section 7.01 within forty-five (45) days after the Fiscal Agent shall have given to the City written nc tice or after a vacancy in the office of the Fiscal Agent shall have occurred by reason of its inabilito act,the Fiscal Agent, at the expense of the City, or any Owner may apply to any court of compe ent jurisdiction to appoint a successor Fiscal Agent. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent. Section 7.02. Liability of Fiscal Agent. The recitals of facts, covenants and agreements herein and in the Bonds c ntained shall be taken as statements, covenants and agreements of the City and the Fiscal Agent assumes no responsibility for the correctness of the same, nor makes any representations as tc the validity or sufficiency of this Agreement or of the Bonds,nor shall the Fiscal Agent incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds expressly assigned to or imposed upon it. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or wilful misconduct. The Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the ssuance of the Bonds. In the absence of wilful misconduct, the Fiscal Agent may conclusively rely, as to the truth of the statements arid the correctness of the opinions expressed therein, upon certificates, written directions or opinions furnished to the Fiscal Agent and conforming to the requirements of this Agreement.Except s provided above in this paragraph, the Fiscal Agent shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in accordance with the terms of this Agreement, upon any resolution, 'order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall reasonably believe to be genuine and to have been adopte or signed by the proper person or to have been prepared and furnished pursuant to any provision o this Agreement, and the Fiscal Agent shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument. The Fiscal Agent shall not be liable for any error of judgment made by a responsible officer of the Fiscal Agent unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts. No provisio of this Agreement shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the RVPUB\KAB\53750 26 000136 exercise of any of its rights or powers unless an indemnity and security satisfactory to the Fiscal Agent shall have been provided to the Fiscal Agent. The Fiscal Agent shall not be responsible for accounting for,or paying to, any party to this Agreement, including, but not limited to the City and the. Owners, any returns on or benefit from funds held for payment of unredeemed Bonds or outstanding checks and no calculation of the same shall affect, or result in any offset against, fees due to the Fiscal Agent under this Agreement. The Fiscal Agent shall have no responsibility with respect to the payment of Debt Service by the City or with respect to the observance or performance by the City of the other conditions, covenants and terms contained herein, or with respect to the investment of any moneys in any fund or account established, held or maintained by the City pursuant to this Fiscal Agent Agreement or otherwise. All indemnification and releases from liability granted herein to the Fiscal Agent shall extend to the directors, officers and employees of the Fiscal Agent. The Fiscal Agent may execute any of its trusts or powers or perform its duties through attorneys, agents or receivers. Section 7.03. Information. The Fiscal Agent shall provide to the City such information relating to the Bonds and the funds and accounts maintained by the Fiscal Agent hereunder as the City shall reasonably request,including, but not limited to, quarterly statements reporting funds held and transactions by the Fiscal Agent. Section 7.04. Notice to Fiscal Agent. The Fiscal Agent may rely and shall be protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, written direction, 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 Fiscal Agent may consult with counsel,who may be counsel to the City,with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Fiscal Agent hereunder in accordance therewith. Whenever in the administration of its duties under this Agreement the Fiscal Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Fiscal Agent, be deemed to. be conclusively proved and established by a certificate of the City, and such certificate shall be full warranty to the Fiscal Agent for any action taken or suffered under the provisions of this Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Fiscal Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section 7.05. Compensation; Indemnification. The City shall pay to the Fiscal Agent from time to time reasonable compensation for all services rendered as Fiscal Agent under this Agreement, and also all reasonable expenses, charges, fees and other disbursements, including those of its attorneys (including the allocated costs and disbursements of in-house counsel), agents and RVPUB\ICAB153750 27 00013'7 employees, incurred in and about the performance of its powers and duties under this Agreement, and the Fiscal Agent shall have a lien therefor on any funds at any time held by it under this Agreement. The City further agrees, to the extent permitted by applicable law, to indemnify and save the Fiscal Agent,its officers, ployees, directors and agents, harmless against any costs, claims, expenses or liabilities which it iny incur in the exercise and performance of its powers and duties hereunder which are not due to its ne 'gene or willful misconduct.The obligation of the City under this Section 7.05 shall survive resigr ation or removal of the Fiscal Agent under this Agreement and payment of the Bonds and dischar a of this Agreement. Section 7.06. Books and Accounts. The Fiscal Agent shall keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Fiscal Agent, in which complete an correct entries shall be made of all transactions made by it with respect to the expenditure of amounts disbursed from the Redemption Fund, the Reassessment Fund and the Reserve Fund. Sucb books of record and accounts shall, upon reasonable notice, at all times during business hours be subject to the inspection of the City and the Owners of not less than ten percent (10%)of the aggregate principal amount of the Bonds then Outstanding, or their representatives duly authorized in writing. ARTICLE VIII MODIFICATION OR AMENDMENT OF THIS AGREEMENT Section 8.01. Amendments Permitted. (A) This Agreement and the rights and obligations of the City and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of the 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 Bons disqualified as provided in Section 8.04 hereof. No such modification or amendment shall () extend the maturity of any Bond or the time for paying interest 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 of any pledge of or lien upon the Reassessment Revenues, or the moneys on deposit in the Redemption Fund, superior to or on a parity with the pledge and lien created for the benefit of the Bonds(except as otherwise permitted by the Refunding Act,the laws of the State of California or this Agreement), (iii)reduce the percentage of Bonds required for the amendment hereof, (iv) reduce the principal amount o or redemption premium on any Bond or reduce the interest rate thereon, or(v) modify the rights or obligations of the Fiscal Agent without its prior consent. (B) This Agreement and the rights and obligations of the City and the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes: RVPUBUCAB\53750 28 000138 (1) to add to the covenants and agreements of the City in this Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power herein reserved to or conferred upon the City; (2) to make modifications not adversely affecting any Outstanding Bonds in any material respect; (3) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provisions of this Agreement, or in regard to questions arising under this Agreement, as the City may deem necessary or desirable and not inconsistent with this Agreement, and which shall not adversely affect the rights of the Owners; or (4) to make such additions, deletions or modifications as may be necessary or desirable to assure compliance with Section 148 of the Code relating to required rebate of moneys to the United States or otherwise as may be necessary to assure exclusion from gross income for federal income tax purposes of interest on the Bonds or to conform with the Regulations. Section 8.02. Owners'Meetings. The City may at any time call a meeting of the Owners. In such event the City is authorized to fix the time and place of any such meeting and to provide for the . giving of notice thereof and.to fix and adopt rules and regulations for the conduct of the meeting. Section 8.03. Procedure for Amendment with Written Consent of Owners. The City may at any time enter into a Supplemental Agreement amending the provisions of the Bonds or of this Agreement or any Supplemental Agreement, to the extent that such amendment is permitted by Section 8.01(A) hereof, to take effect when and as provided in this Section 8.03. A copy of the Supplemental Agreement,together with a request to Owners for their consent thereto, shall be mailed by first class mail, postage prepaid, by the City to each Owner of Bonds Outstanding, but failure to mail copies of the Supplemental Agreement and request shall not affect the validity of the Supplemental Agreement when assented to as in this Section provided. Such a Supplemental Agreement shall not become effective unless there shall be filed with the City the written consents of the Owners of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding(exclusive of Bonds disqualified as provided in Section 8.04 hereof) and a notice shall have been mailed as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04 hereof. 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 City prior to the date when the notice hereinafter in this Section provided for has been mailed. After the Owners of the required percentage of Bonds shall have filed their consents to the Supplemental Agreement, the City shall mail a notice to the Owners in the manner hereinbefore RVPUBWKAB\53750 29 000139 provided in this Sect on for the mailing of the Supplemental Agreement, stating''in substance that the Supplemental Agree nent has been consented to by the Owners of the required percentage of Bonds and will be effectivp as provided in this Section (but failure to mail copies of said notice shall not affect the validity of he Supplemental Agreement or consents thereto). Proof of the mailing of such notice shall be filed with the City. A record, consisting of the papers required by this Section 8.03 to be filed with the City, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Agreement shall become effective upon the filing with the City of the proof of mailing of such notice, and the Supplemental Agreement shall be deemed conclusively binding (except as otherwise hereinabo a specifically provided in this Article)upon the City and the Owners of all Bonds then Outstanding al the expiration of sixty (60) days after such filing, except in the event of a final decree of a court o competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty(60) day period. Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VIII, and shall not be entitled to vote upon, consent to, or participate in any action provided for in this Article VIII. Section 8.05. Effect of Supplemental Agreement. From and after the time any Supplemental Agreement becomes effective pursuant to this Article VIII, this Agreement shall be deemed to be modified and amen ed in accordance therewith, and the respective rights, duties and obligations under this Agreement of the City and all Owners of Bonds Outstanding shall thereafter be'determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Agreement shall be deemed to be part of the terms and conditio, s of this Agreement for any and all purposes. Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments. The City may determine that Bonds issued and delivered after the effective date of any action taken as provided in this Article VIII s all bear a notation, by endorsement or otherwise, in form approved by the City, as to such action. In that case,upon demand of the Owner of any Bond Outstanding at such effective date and upon presentation of his or her Bond for that purpose at the Principal Office of the Fiscal Agent or at such other office as the Fiscal Agent 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 i necessary to conform to such action, shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds then Outstanding, such new Bonds shall be exchanged at the Pricipal Office of the Fiscal Agent without cost to any Owner, for like Bonds then Outstanding, upon urrender of such Bonds. Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article shall not prevent any Owne from accepting any amendment as to the particular Bonds held by the Owner, provided that due notation thereof is made on such Bonds. Section 8.0 Consent of Fiscal Agent. The Fiscal Agent shall not be required to enter into or consent to any Supplemental Agreement which, in the sole judgment of the Fiscal Agent, might adversely affect the rights, obligations, powers, privileges, indemnities, and immunities provided to ODU14® RVPUB\KAB\53750 3 the Fiscal Agent herein. The Fiscal Agent upon request, shall be provided an opinion of counsel that any such Supplemental Agreement complies with the provisions of this Article VIII and the Fiscal Agent may conclusively rely upon such opinion. ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this Agreement, expressed or implied, is intended to give to any person other than the City, the Fiscal Agent and the Owners, any right, remedy or claim under or by reason of this Agreement. Any covenants,. stipulations, promises or agreements in this Agreement contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and the Fiscal Agent. Section 9.02. Successor is Deemed Included in All References to Predecessor. Whenever in this Agreement or any Supplemental Agreement either the City or the Fiscal Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Agreement contained by or on behalf of the City or the Fiscal Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 9.03. Discharge of Agreement. If the City shall pay and discharge the entire indebtedness on all Bonds in any one or more of the following ways: (A) by well and truly paying or causing to be paid the principal of and interest and any premium on all Bonds, as and when the same become due and payable; (B) by depositing with the Fiscal Agent, in trust, at or before maturity, an amount of money which,together with the amounts then on deposit in the Redemption Fund, the Reassessment Fund and the Reserve Fund, is fully sufficient to pay all Bonds, including all principal, interest and redemption premiums, if any; or (C)_ by irrevocably depositing with the Fiscal Agent, in trust, cash or noncallable Federal Securities in such amount as the City shall determine, as confirmed by an Independent Financial Consultant, will, together with the interest to accrue thereon and amounts then on deposit in the Redemption Fund, the Reassessment Fund and the Reserve Fund, be fully sufficient to pay and discharge the indebtedness on all Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in this Agreement provided or provision satisfactory to the Fiscal Agent shall have RVPUB\KAB\53750 31 O O U 1 4 1 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 Reassessment Revenues and other funds p ovided for in this Agreement and all other obligations of the City under this Agreement with res ect to all Bonds shall cease and terminate, except the obligation of the City to pay or cause to be p''d to the Owners of the Bonds not so surrendered and paid all sums due thereon, the obligation of the City to pay all amounts owing to the Fiscal Agent pursuant to Section 7.05 hereof, and the obligations of the City pursuant to the covenants contained in Section.5.08 hereof; and thereafter Reassessment Revenues shall not be payable to the Fiscal Agent. Notice of such election shall be filed with the Fiscal Agent. The satisfaction and discharge of this Agreement shall be without prejudice to the rights of the Fiscal Agent to charge and be reimbursed by the City for the expenses which it shall thereafter incur in connection herewith. Any funds held by the Fiscal Agent to pay and discharge the indebtedness on all Bonds, upon payment of all fees and expenses of the Fiscal Agent, which are not required for such purpose, shall be paid over to the ity. Section 9.04. Execution of Documents and Proof of Ownership by Owners. Any request, consent, declaration r other instrument which this Agreement may require or permit to be executed by Owners may be i a one or more instruments of similar tenor, and shall be executed by Owners in person or by their a torneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution b an P P YP � Y Y Owner or his or her attorney of such a request, declaration or other instrument, or of a writing appointing such an attorney, may be proved by the certificate of any notary public or other officer authorized to take ac knowledgments of deeds to be recorded in the state in which he or she purports to act, that the per on signing such request, consent, declaration or other instrument or writing acknowledged to him or her the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such a notary public or other officer. Except as otherwise herein expressly provided, the ownership of registered Bonds and the amount, maturity, umber and date of holding the same shall be proved by the registration books maintained by the Fiscal Agent pursuant to Section 2.08 hereof. Any request declaration, consent or other instrument or writing of the Owner of any Bond shall bind all future wners of such Bond in respect of anything done or suffered to be done by the City or the Fiscal Agent in accordance therewith. Section 9.05 Waiver of Personal Liability.No member, officer, agent or employee of the City shall be individually r personally liable for the payment of the principal of, or interest or any premium on,the Bonds;but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 9.06. Notices t and Demands on CiIy and Fiscal Agent. An notice or demand �.-- Y which by any provision of this Agreement is required or permitted to be given or served by the Fiscal Agent to or on the City may be given or served by being deposited postage prepaid (first class, 000142 RV1>UB\KAB\53750 32 registered or certified)in a post office letter box addressed (until another address is filed by the City with the Fiscal Agent) as follows: City of Atascadero 6500 Palma Avenue Atascadero, CA 93422 Attention: Finance Director Any notice or demand which by any provision of this Agreement is required or permitted to be given or served by the City to or on the Fiscal Agent may be given or served by being deposited postage prepaid(first class,registered or certified) in a post office letter box addressed (until another address is filed by the Fiscal Agent with the City) as follows: BNY Western Trust Company 700 South Flower Street, Suite 500 Los Angeles, California 90017-4104 Attention: Corporate Trust Services Section 9.07. Partial Invaliditv. If any section, paragraph, sentence, clause or phrase of this Agreement shall for any reason be held by a court of competent jurisdiction to be illegal or unenforceable, such holding shall not affect the validity of the remaining portions of this Agreement. The City hereby declares that it would have executed and delivered this Agreement 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 Agreement may be held illegal, invalid or unenforceable. Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary notwithstanding, any moneys held by the Fiscal Agent in trust for the payment and discharge of the principal of, and the interest and any premium on,the Bonds which remains unclaimed for two (2)years after the date when the payment of such principal, interest and premium have become payable, if such moneys were held by the Fiscal Agent at such date, shall be repaid by the Fiscal Agent to the City as its absolute property free from any trust, and the Fiscal Agent shall have no responsibility or liability for such moneys. Section 9.09. Annlicable Law. This Agreement shall be governed by and enforced in accordance with the laws of the State of California applicable to contracts made and performed in the State of California. Section 9.10. Conflict with Refunding Act. In the event of a conflict between any provision of this Agreement with any provision of the Refunding Act as in effect on the Closing Date, the provision of the Refunding Act shall prevail over the conflicting provision of this Agreement. 000143 v1[n[.-vtcencnacn __ - - - 33 Section 9.11. Conclusive Evidence of Regularity. Bonds issued pursuant to this Agreement shall constitute conclusive evidence of the regularity of all proceedings under the Refunding Act relative to their issuance. Section 9.12.. Payment on Business Dai: In any case where the date of the payment of interest or of principal (and premium, if any) of the Bonds or the date fixed for redemption is other than a Business Day,the payment of interest or principal (and premium, if any) 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 interest shall accrue for the.period from and after such date. Section 9.13. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an riginal. IN WITNESS WI HEREOF,the city has caused this Agreement to be executed in its name and attested, and the Fiscal Agent,in acknowledgment of its acceptance of the duties created hereunder, has caused this Agreement to be executed in its name, all as of January 1, 1998. CITY OF ATASCADERO By: Mayor ATTEST: City Clerk BNY WESTERN TRUST COMPANY as Fiscal Agent By: Authorized Officer 000144 RVPUB\KAB\53750 34 [FACE OF BOND] UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SAN LUIS OBISPO CITY OF ATASCADERO CAlVIINO REAL IMPROVEMENT PROJECT 1999 LIMITED OBLIGATION REFUNDING IMPROVEMENT BOND UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AS DEFINED IN THE FISCAL AGENT AGREEMENT) TO THE FISCAL AGENT FOR REGISTRATION OF TRANSFER,, EXCHANGE OR PAYMENT, AND ANY BOND AUTHENTICATED AND DELIVERED IS REGISTERED IN THE NAME OF CEDE& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH' OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), 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 Registered Registered Number Amount $ Original Interest Rate Maturity Date Issue Date Registered Owner: Principal Sum: Under and by virtue of the Refunding Bond Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 (commencing with Section 9500) of the Streets and Highways Code of the State of California(the"Refunding Act"),the City of Atascadero(the "City")will, out of the redemption fund for the payment of the Bonds issued upon the unpaid portion of reassessments made for the redemption of the City's improvement bonds for Camino Real Improvement Project (the "Refunded Bonds") as more fully described in proceedings taken pursuant to a resolution adopted by the City Council of the City on December 8, 1998,pay to the registered owner identified above, or registered assigns, on the maturity date specified above the principal sum specified above in lawful money of the United States of America, and in like manner will pay interest from the interest payment date next preceding the date on which this Bond is authenticated, unless this Bond is authenticated after a 000145 Record Date (as hereinafter defined) and before the close of business on the next interest payment date, in which event it shall bear interest from such interest payment date, or unless this Bond is authenticated on or before the Record Date preceding the first interest payment date, in which event it shall bear interest om the original issue date specified above, untilpayment of such principal sum shall have been discharged, at the rate of interest per annum specified above, payable semiannually on March 2 and September 2 in each year commencing on September 2, 1999. This Bond i issued pursuant to a Fiscal Agent Agreement (the "Fiscal Agent Agreement") between the City and BNY Western Trust Company, as Fiscal Agent (the "Fiscal Agent"). Both the principal hereof and redemption premium hereon are payable at the corporate trust office or agency o the Fiscal Agent in Los Angeles, California, such other place as may be designated by the Fiscal Agent, and the interest hereon is payable by check of the Fiscal Agent mailed to the owner hereof at the owner's address as it appears on the records of the Fiscal Agent, or at such address as may have been filed with the Fiscal Agent for that purpose, as of the fifteenth(15th) day of the month prece 'ng each interest payment date (the "Record Date"). This Bond 'll continue to bear interest after maturity at the rate above specified, provided it is presented at maturity and payment thereof is refused upon the sole ground that there are not sufficient moneys i i said redemption fund with which to pay the same. If it is not presented at maturity, and there are sufficient moneys in said redemption fund with which to pay the same, interest on this Bond will cease to accrue. This Bond is one of several annual series of bonds of like date, tenor and effect, but differing in amounts, maturiti and interest rates, issued by the City pursuant to the Refunding Act and in the aggregate principal a nount of$ for the purpose of providing for the redemption of the Refunded Bonds, and is secured by the moneys in said redemption fund and by the unpaid portion of said reassessments in ide for such purpose, and, including principal and interest, is payable exclusively out of said fund. Re erence is hereby made to the Refunding Act and the Fiscal Agent Agreement, and all amendments t ereto for a description of the rights, duties and obligations of the City and the owners of the Bond,, the terms upon which the Bonds are issued and the terms and conditions on which the Bonds wi 1 be deemed to be paid, at or prior to maturity or redemption of the Bonds, to all the provisions of which Fiscal Agent Agreement the owner of this Bond, by acceptance hereof, assents and agrees. The Bonds are issuable only as fully registered Bonds in denominations of$5,000, or any integral multiple thereof. This Bond is transferable by the registered owner hereof, in person or by the owner's attorney duly authorized in writing, at the principal corporate trust office of the Fiscal Agent, or such other place as may be des' nated by the Fiscal Agent, subject to the terms and conditions provided in the Fiscal Agent Agreement, including the payment of certain charges, if any, upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond or Bonds, of any authorized denomination or denominations, of the same maturity, for the same aggregate principal amount, will be issued to the transferee in exchange for this Bond. 000146 The Fiscal Agent shall not be required to make any exchange or registration of transfer of Bonds during the fifteen (15) days immediately preceding any interest payment date, or during the fifteen(15)day period preceding the selection of Bonds for redemption, or with respect to any Bonds selected for redemption. The Fiscal Agent and the City may treat the registered owner hereof as the absolute owner for all purposes, and the Fiscal Agent shall not be affected by any notice to the contrary. The Bonds are not subject to optional redemption. The Bonds are subject to mandatory redemption prior to their stated maturity dates on any interest payment date on or after September 2, 1999, as selected by the City in integral multiples of $5,000, from any lawful moneys derived by the City at the following redemption prices expressed as percentages of the principal amount of the Bonds to be redeemed, together with accrued interest to the date of redemption: Redemption Dates Redemption Prices September 2, 1999 through March 2, 2004 103% September 2, 2004 through March 2, 2005 102% September 2, 2005 and March 2, 2006 101 September 2, 2006 and thereafter 100% provided, however, that redemption of the Bonds on or prior to March 2, 2004 shall be made solely from prepayments of Reassessments and corresponding transfer from the Reserve Fund, representing the proceeds of prepayments of Reassessments. In connection with any partial redemption of Bonds from prepayments of Reassessments, the Bonds shall be selected among maturities in a manner determined by the Treasurer to maintain, as much as practicable, the same debt service profile on the Bonds. The Bonds to be redeemed shall be selected by the City among maturities so that the ratio of outstanding Bonds to issued Bonds shall be approximately the same in each maturity and so as to maintain level Annual Debt Service, insofar as possible, and the Fiscal Agent shall select Bonds for redemption within each maturity of the Bonds by lot. This Bond is secured by and is payable solely from the reassessments which have been levied upon property within the assessment district identified above for the purpose of providing for the refunding of the Refunded Bonds and amounts on deposit in the reserve fund held by the Fiscal Agent pursuant to the Fiscal Agent Agreement. Pursuant to Section 8769 of the Streets and Highways Code of the State of California, the City Council of the City has determined that the City will not obligate itself to advance funds from the City treasury to cure any deficiency in the redemption fund. This Bond is subject to refunding pursuant to the procedures of the Refunding Act. 00014'"/ RVPUB\KAB\53750 Page 3 of 6 This Bond s all not be entitled to any benefit under the Refunding Act or the Fiscal Agent Agreement, or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been dated and manually signed by or on behalf of the Fiscal Agent. IN WITNESS WHEREOF, the City of Atascadero has caused this Bond to be signed in facsimile by its City Treasurer and City Clerk, and has caused its official seal to be reproduced in facsimile hereon all as of the day of January, 1999. CITY OF ATASCADERO City Clerk City Treasurer 0001,18 RVPUB\KA3\53750 Page 4 of 6 CERTIFICATE OF AUTHENTICATION This is one of the Bonds described in the within-defined Fiscal Agent Agreement. Dated: BNY WESTERN TRUST COMPANY, Fiscal Agent By: Authorized Signatory 000149 RVPUBTAB\53750 Page 5 of 6 ASSIGNMENT For value received the undersigned hereby sells, assigns and transfers unto (Name, At-dress and Tax Identification or Social Security Number of Assignee) the within-registered Bond and hereby irrevocably constitute(s) and appoints(s) attorney, to transfer the same on the registration books of the Fiscal Agent with full power of substitution in the premises. Dated: Signature Guarante d: Signature: Note: Signature(s) must be guaranteed Note: The signature(s) on this Assignment by an eligible guarantor institution. must correspond with the face of the within registered Bond in every particular without alteration or enlargement or any change whatsoever. i 0001;0 RVPUBTKAB%53750 Page 6 of 6 NEW ISSUE-'BOOK-ENTRY ONLY NOT RATED In the opinion of Best Best&Krieger LLP,Bond Counsel,under existing laws,regulations,rulings and judicial decisions,interest on the Bonds is exempt from State of California personal income taxes,is excluded from gross income for purposes of income taxation by the Uniteddh ofAmerica and is not an item of tax preference for purposes of the alternative minimum tax imposed by the United States ofAmerica on indivW and corporations,subject to certain qualifications more particularly described under the heading"TAX EXEMPTION"herein. CITY OF ATASCADERO CAMINO REAL IMPROVEMENT PROJECT 1999 LIMITED OBLIGATION REFUNDING IMPROVEMENT BONDS Dated: Date of Delivery Due:September 2,as shown below The City of Atascadero Limited Obligation Refunding Improvement Bonds(the`Bonds')are being issued pursuant to provisions of the Refunding Act of 1984 for 1915 Improvement Act Bonds,Division 11.5 of the Streets and Highways Code(the"Refunding Act'),the Fiscal Agent Agreement dated as of January 1,1999(the"Fiscal Agent Agreement'),between the City of Atascadero(the"City')and BNY Western Trust Company (the"Fiscal Agent')and Resolution No. 1999-003(the"Resolution')of the City Council of the City,adopted January 12,1999 for the purpose of refunding the City of Atascadero,1999 Limited Obligation Improvement Bonds(the"Refunded Bonds')which were issued to finance certain public improvements(the"Improvements')to pay the costs of issuance of the Bonds and to fund a Reserve Fund. Interest on the Bonds will be payable September 2 and March 2 of each year commencing March 2,2000. The Bonds will be delivered as fully registered bonds and,when issued,will be registered in the name of Cede&Co.,as nominee of The Depository Trust Company,New York,New York. The Depository Trust Company will act as securities depository(the"Securities Depository')of the Bonds. Individual purchases of Bonds will be made in book-entry form only,in the principal amount of$5,000 or any integral multiple thereof. Beneficial Owners(as defined herein)of Bonds will not receive physical certificates representing the Bonds purchased. Principal of and interest on the Bonds will be paid by the Fiscal Agent to the Securities Depository, which will in tum remit such principal and interest to its participants for subsequent disbursement t the Beneficial Owners of the Bonds as described herein. See"THE BONDS-Book-Entry System." The Bonds are subject to optional and mandatory redemption prior to maturity as further described herein. In connection with the issuance of the Bonds and pursuant to the Refunding Act,the City has caused to be confirmed and levied reasses4w (the"Reassessments')on assessed lots and parcels within Camino Real Improvement Project(the"Assessment District'). Under the provisions o e Refunding Act and the Improvement Bond Act of 1915,Division 10 of the Streets and Highways Code(the"1915 Act'),installments of principal and interest sufficient to meet annual debt service on the Bonds are included on the County of San Luis Obispo(the"County')regular tax bills to owners of property against which there are unpaid Reassessments. These annual installments are to be paid by the City to the Fiscal Agent for deposit into the Redemption Fund to be held by the Fiscal Agent and used to pay debt service on the Bonds as it becomes due. The Bonds are limited obligations of the City secured by unpaid Reassessments payable in installments of principal and interest sufficient to provide for annual payments of principal of, and semiannual payments of interest on, the Bonds (see "SECURITY"FOR THE BONDS" and "BONDOWNERS'RISK"herein). To provide funds for payment of the Bonds and the interest thereon in the event of a shortfall of revenues caused by delinquent Reassessment installment payments on the Bonds,the City will establish a Reserve Fund by a deposit of Bond proceeds in an amount equal to the Reserve Requirement (as defined herein).If Reassessment installments are insufficient to pay the debt service on the Bonds,under the Fiscal Agent Agreement,the Fiscal Agent will transfer into the Redemption Fund from the Reserve Fund sufficient moneys to cover the deficiency. There is no assurance that moneys will be available for this purpose and,if during the period of any shortfall,thele are insufficient moneys in the Reserve Fund,THE CITY HAS DETERMINED NOT TO OBLIGATE ITSELF TO ADVANCE ANY AVAILABLE CITY FUNDS TO COVER ANY DEFICIENCY WHICH MAY OCCUR IN THE REDEMPTION FUND BY REASON OF THE FAILURE OF A PROPERTY OWNER TO PAY A REASSESSMENT INSTALLMENT. . The Fiscal Agent's obligation to advance funds to the Redemption Fund in the event of delinquent Reassessment installments will not exceed the balance in the Reserve Fund. The City has covenanted to initiate judicial foreclosure in the event of a delinquency in the payment of Reassessment installments under certain circumstances as described herein. See"SECURITY FOR THE BONDS-Covenant to Foreclose and Court Foreclosure Proceedings." THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY,THE COUNTY OR THE STATE OF CALIFORNIA AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY,THE COUNTY OR THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS IS PLEDGED TO THE PAYMENT OF THE BONDS. This cover page sets forth limited information with respect to the Bonds and is intended for limited description and reference onlA: information set forth on this page is not intended to be a summary of the information contained in the Official Statement with respect to the Bonds and purchasers of the Bonds are cautioned to read this Official Statement in its entirety to obtain information essential to making an informed investment decision with respect to the purchase of any Bonds. See the section of this Official Statement entitled`BONDOWNERS'RISKS"for a discussion of special risk factors that should be considered in addition to the other matters set forth herein in evaluating the investment quality of the Bonds. 000151 MATURITY SCHEDULE Due Principal Interest Due Principal Interest September 2. Amoun Rate Yield September 2 Amount Rate Yield SEIDLER FITZGERALD PUBLIC FINANCE The Bonds are o er'd when, as and if issued, and accepted by the Underwriter,subject to approval as to their legality by Best Best& Krieger LLP,Riverside, California,Bond Counsel. Certain legal matters will be passed upon for the city by its Disclosure Counsel,Best Best& Krieger LLP,Riverside Califontia. The Bonds are expected to be available for delivery on or about February_1999,through DTC in New York, New York Dated: I . 000152 CITY OF ATASCADERO CAMINO REAL IMPROVEMENT PROJECT CITY COUNCIL Ray Johnson,Mayor J. Mike Arrambide,Mayor Pro Tem George Luna, Councilmember Jerry L. Clay, Sr. Councilmember Kenneth Lerno, Councilmember CITY STAFF Wade G. McKinney, City Manager Rachelle Rickard,Administrative Services Director Paul Saldana, Community and Economic Development Director Brady D. Cherry, Community Services Director Marcia M. Torgerson, City Clerk Roy A. Hanley, City Attorney PROFESSIONAL SERVICES Bond Counsel & Disclosure Counsel Best Best&Krieger LLP Riverside, California Fiscal Agent & Escrow Agent BNY Western Trust Company Los Angeles, California Reassessment Consultant Tartaglia-Hughes Consulting Engineers Atascadero, California 000153 RVPUB\KA0\53972 No dealer,broker,salesperson or other individual has been authorized by the City or other participant to give any information or to make any representations,other than those contained in this Official Statement,and, if given or made,such ther information or representations must not be relied upon as having been authorized. This Official Statemen does not constitute an offer to sell or the solicitation of an offer to buy,nor shall there be any sale of the Bonds described herein by an person in any jurisdiction in which it is unlawful for such a person to make such offer, solicitation or sale. The information set froth herein has been obtained from the City and from certain other sour which are believed to be reliable,but is not guaranteed as to accuracy or completeness by the City or the City's Bond Counsel or Disclosure Counsel. The summaries and references to the Refunding Act,the Fiscal Agent A greement and to other statutes and documents in this Official Statement do not purport to be comprehensive or definitive, and are qualified in their entirety by reference to each such statute and document. The info tion herein is subject to change without notice,and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances,create any implication that there has been no change since the date hereof. Statements co tained in this Official Statement which involve estimates,forecasts,or other matters of opinion,whether or not expressly so described herein,are intended solely as such and are not to be construed as representations of fact. Further, the information and expressions of opinion contained herein are subject to completion or amendment. The Official Statement is not to be construed as a contract between the City and the purchasers or owners of any of the Bonds. Neither the full faith and credit nor the taxing power of the City,the County of San Luis Obispo, the State of California or any political subdivision thereof is pledged to the payment of the Bonds. The information set forth in this Official Statement, including information in the section herein entitled `BONDOWN RS'RISKS,"should be read in its entirety. IN CONNECTION WITH THIS BOND UNDERWRITING, THE UNDERWRITING MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BOND DESCRIBED HEREIN AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVkIL IN THE OPEN MARKET. SUCH STABILIZING,IF COMMENCED,MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE BONDS DESCRIBED HEREIN TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENTS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED IN THIS OFFICIAL STATEMENT AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. 000154 RVPUMUM53972 J TABLE OF CONTENTS Page Page INTRODUCTION....... ...... ..... .... '1 Factors Which May Affect Property THE BONDS. .... . . ....... ...... . ........ ... 2 Values .. .... ... . ........... 15. Authority For Issuance . .. .... . .. . . 2 Limited Obligation of the City Purpose of the Bonds .................. 2 Upon Delinquency ... ....... .. ...... 15 The Refunding Plan ... ..... ...... .... 2 Aggregate Value of Assessed Parcels ... 15 Description of the Bonds ... .. . ... .. ... 2 Panty of Taxes,Bonds and Optional and Mandatory Early Redemption 3 Special Assessments ........... ..... 15 Notice of Redemption.. . ... . ....... . .. 3 No Acceleration .... ............. ... 16 Selection of Bonds for Redemption ... ... 3 Bankruptcy ....... ..... ... . .... . ... 16 Transfer and Exchange of Bonds ... . . .. . 4 Federal Agencies . ......... ........ . 16 Bonds Mutilated,Lost,Destroyed or Stolen 4 Absence of Secondary Market for the Book-Entry System ... . .... ........... 5 Bonds ... . .... ... .... ..... ..... ... 17 Debt Service Requirements .. . ... . .... 7 Proposition 218. .. . ...... .. ... ...... 17 Estimated Sources and Uses of Funds .. .. 8 No Rating ....... ...... ..... ... .... 18 SECURITY FOR THE BONDS..... . .. . ... . ... 9 Loss of Tax Exemption ........ .. ..... 18 Reassessment Liens and Installments .. ... 9 The Year 2000 ................... .. . 18 Reserve Fund ...... ....... . ... .. .. .. 9 LEGAL OPINION..... .. . ....... ..... ...... 19 Covenant to Foreclose and Court TAX EXEMPTION . .... .... .. ...... ....... 19 Foreclosure Proceedings .... . . ... .. . . I0 ABSENCE OF LITIGATION.......... .. ..... 20 No Obligation of the City to UNDERWRITING ................. .. .. .... 20 Advance Funds .... .. ..... .... . .. ... 11 PROFESSIONAL FEES ... .. 20 Priority of Lien .... ....... . .. ... . . .. i I MISCELLANEOUS . ... . .... ........ ...... . 20 CONTINUING DISCLOSURE ..... ... ... . ... I I THE ASSESSMENT DISTRICT . . ... ... . .. .. . 11 Description of the District ... ... ... ... 1 I Appendix A-Reassessment Diagram.. .. . .. ... A-1 The Developers and Project . . .. ... . . .. 12 Appendix B-Reassessment Summary ... ...... B-1 Maximum Annual Assessment for Appendix C-Summary of Fiscal Agent Administration and Collection of Agreement. ..... ....... . .. .. .. C-1 Assessments .. .... . . . ..... .... .. .. . 13 Appendix D-City of Atascadero Direct and Overlapping Debt ... . ... . .. 13 Supplemental Information .... ... D-1 BONDOWNERS'RISKS ..... .... . ... ... .. .. 14 Appendix E-Opinion of Bond Counsel .... .....E-1 Economic Uncertainty ........... .. .. 14 Appendix F-Continuing Disclosure Certificate.. . F-1 Payment of Reassessments ... .... .. .. . 14 Land Values ... 14 Owners Not Obligated to Pay Bonds or Assessments ....... .... 14 Concentration of Ownership 15 000155 RVPUBTKAB153972 i CITY OF ATASCADERO CAMINO REAL IMPROVEMENT PROJECT 1999 LIMITED OBLIGATION REFUNDING IMPROVEMENT BONDS INTRODUCTION This Official Itatement(which includes the cover page,the introduction,the table of contents and the Appendices attached hei eto)is furnished by the City to provide information concerning the bonds,issued in the aggregate principal am' unt of$ . The Bonds are issued pursuant to provisions of the Refunding Act,the Fiscal Agent Agreement and the Resolution. See"THE BONDS"herein. The Bonds a being issued for the purpose of refunding the City of Atascadero Camino Real Improvement Project Li nited Obligation Improvement Bonds(the"Refunded Bonds")which were issued by the City in 1993. The Ref nded Bonds were issued upon and secured by unpaid assessments levied in the Camino Real Improvement Pro ect(the"Assessment District"). The Assessment District consists of approximately seven(7) acres of land fronting El Camino Real between El Camino Real and State Highway 101 at the southeast quadrant of the interchange of Del Rio Road and Freeway 101 in the City of Atascadero,California. The land is zoned CPK"commercial park"by the City and is a major Freewa oriented"Fashion Outlet"Commercial Center. Proceeds from the Refunded Bonds were used to finance the acquisition of offsite public improvements for the Atascadero Factory Outlet(the"Project"),including certain grading and storm drain improvements,street crossings for dry utilities,sleeving associated with street lights,curb and gutter,paving and retaining walls,and partial grading. IF A DELINQ JENCY OCCURS IN THE PAYMENT OF ANY REASSESSMENT INSTALLMENT, THE CITY HAS THE DUTY TO TRANSFER AN AMOUNT EQUAL TO THE DELINQUENT INSTALLMENT FRO THE RESERVE FUND TO THE REDEMPTION FUND. THE CITY,PURSUANT TO THE RESOLUTION OF INTENTION,HAS ELECTED NOT TO OBLIGATE ITSELF TO ADVANCE AVAILABLE FUND FROM THE CITY TREASURY TO CURE ANY DEFICIENCY WHICH MAY OCCUR IN THE RED 3IMPTION FUND. THEREFORE,IF THERE ARE ADDITIONAL DELINQUENCIES, AFTER EXHAUSTION OF MONEYS IN THE RESERVE FUND, THERE IS NO ASSURANCE THAT FUNDS WILL BE AVAILABLE TO CURE SUCH DELINQUENCIES AND DELAY MAY OCCUR IN PAYMENTS TO TH OWNERS OF THE BONDS. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY,THE COUNTY OF SAN LUIS OBISPO, THE STATE OF CALIFORNIA, OR OF ANY OTHER POLITICAL SUBDIVISION OF THE STATE, AND NEITHER THE CITY, THE COUNTY NOR THE STATE, NOR ANY POLITICAL SUBDMSION OF THE STATE,HAS PLEDGED ITS FULL FAITH AND CREDIT FOR THE PAYMENT THEREOF. The Bonds are secured by the Reserve Fund and the unpaid Reassessments on the parcels of land within the Assessment Distri t, together with interest thereon at a fixed interest rate. Such unpaid Reassessments together with interest thereon constitute a trust fund for the redemption and payment of the principal of the Bonds and interest thereon. 000156 RVPUB\KAB\53972 1 The unpaid Reassessments represent fixed liens on parcels within the Assessment District. Installments of principal and interest sufficient to meet debt service on the Bonds will be included on the regular County tax bills sent to owners of the parcels within the Assessment District against which there are unpaid Reassessments. There are certain risks associated with the purchase of the Bonds. See"BONDOWNERS' RISKS" herein. This Official Statement makes reference to the Fiscal Agent Agreement, Reassessment Report and certain other documents. Such references do not purport to be complete,comprehensive or definitive and are qualified in their entirety by reference to each such document. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Fiscal Agent Agreement. THE BONDS Authority For Issuance The Bonds designated"CITY OF ATASCADERO, CAMINO REAL IMPROVEMENT PROJECT, 1999 LIMITED OBLIGATION REFUNDING IMPROVEMENT BONDS,"were authorized for issuance by the City Council pursuant to the Resolution and are being issued by the City pursuant to the Refunding Act and the Fiscal Agent Agreement between the City and the Fiscal Agent. All the acquisitions and improvements described herein were undertaken pursuant to the Municipal Improvement Act of 1913,Division 12 of the Streets and Highways Code(the"1913 Act'). Purpose of the Bonds Proceeds from the sale of the Bonds and investment earnings thereon will be used to redeem all of the outstanding principal amount of the Refunded Bonds,the proceeds of which were used to finance the acquisition of certain public improvements within the Assessment District as described in the section herein entitled"THE ASSESSMENT DISTRICT-Description of the Improvements,"to fund the Reserve Fund in the amount of the Reserve Requirement,and to pay certain costs of issuance of the bonds. The Refunding Plan The Fiscal Agent will deposit a portion of the net Bond sale proceeds and certain available moneys transferred from funds of the Refunded Bonds into an irrevocable escrow fund held by BNY Western Trust Company, Los Angeles, California(the"Escrow Agent"), as escrow holder,in the Escrow Fund established pursuant to an Escrow Agreement,dated as of January 1, 1999,by and between the City and the Escrow Agent (the"Escrow Agreement"). The Refunded Bonds will be called for redemption on March 2, 1999. Such moneys will be invested by the Escrow Agent in"Federal Securities" or held uninvested in cash, all as further provided in the Escrow Agreement. Any such investment will mature so as to ensure that such moneys,and any interest earned thereon are available for the purpose of redeeming the Refunded Bonds on such redemption date. Description of the Bonds The Bonds will be dated the date of their delivery,and mature on September 2 in the years and in the amounts shown on the cover page of this Official Statement. Interest shall be payable on March 2,2000,and semiannually thereafter on September 2 and March 2 of each year until maturity. The Bonds are issued as fully registered bonds in the denomination of$5,000 or any integral multiple thereof. Each Bond shall bear interest RVPUBT-AB\53972 2 0001.57 from the Interest Pa nt Date next preceding the date of authentication thereof unless i it is authenticated after ym p g () a Record Date and before the close of business on the next Interest Payment Date,in which event it shall bear interest from such Interest Payment Date,or(ii)it is authenticated on or before the Record Date preceding the first Interest Payment Date,in which event it shall bear interest from the date of original delivery of the Bonds; provided;however,th t if at the time of authentication of a Bond,interest is in default thereon,such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon or fiom the date of original delivery of the Bonds,if no interest has previously been paid or made available for payment thereon. Interest on the Bonds is payable by check of the Fiscal Agent mailed by first class mail,postage prepaid, on each Interest Paymet Date,until the principal amount of a Bond has been paid or made available for payment, to the registered 0 er thereof at such registered Owner's address as it appears on the registration books maintained by the Fi 'cal Agent at the close of the Business Day on the Record Date preceding the Interest Payment Date. All B nds paid by the Fiscal Agent shall be canceled by the Fiscal Agent. Optional and Mandatory Early Redemption The Bonds an.subject to redemption prior to their stated maturity dates on any Interest Payment Date as selected by the Ci,y, in integral multiples of$5,000, from any lawful moneys derived by the City at a redemption price equal to the principal amount thereof to be redeemed,together with accrued interest to the date of redemption at the following redemption prices: Redemption Date Price September 1999 through March 2,2004 103% September 2004 and March 2,2005 102% September 2005 and March 2,2006 101% September 2006 and thereafter 100% Notwithstani rig the foregoing,any redemption of the Bonds on or prior to March 2,2004 shall be made solely from prepayments of Reassessments and corresponding transfers from the Reserve Fund,representing the proceeds of prepayments of Reassessments. In connection with any partial redemption of Bonds from prepayments of Reassessments, the Bonds shall be selected among maturities in a manner determined by the Treasurer to maintain as much as practicable,the same debt service profile on the Bonds. Notice of Redemption The Fiscal Ag'nt shall cause'notice of any redemption to be mailed by first class mail,postage prepaid, at least 30 days but not more than 60 days prior to the date fixed for redemption,to the Securities Depositories and to certain Information Services, and to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond registration books maintained by the Fiscal Agent at its Principal Office;but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such noti ce,or any defect therein,shall not affect the validity of the proceedings for the redemption of such Bonds. Selection of Bonds f r Redemption Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the Bonds,the City shall select the Bonds for redemption in such a way that the ratio of Outstanding Bonds to issued Bonds shall be approximately the same in each maturity of the Bonds insofar as possible. The Fiscal Agent shall select Bonds for redemption within each maturity of the Bonds by lot. 000158 RVPUVYAB\53972 3 Transfer and Exchange of Bonds Any Bond may,in accordance with its terms,be transferred upon the books required to be kept pursuant to the provisions of the Fiscal Agent Agreement,by the person in whose name it is registered,in person or by his or her duly authorized attorney,upon surrender of such Bond for'cancellation,accompanied by delivery of a duly executed written instrument of transfer in a form acceptable to the Fiscal Agent. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting transfer of a Bond any tax or other governmental charge required to be paid with respect to such transfer. Whenever any Bond or Bonds shall be surrendered for transfer,the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds of like aggregate principal amount of authorized denominations. No transfers of Bonds shall be required to be made(i)during the 15 days preceding the date established by the Fiscal Agent for selection of Bonds for redemption,or(ii)with respect to Bonds which have been selected for redemption. Bonds may be exchanged at the Principal Office of the Fiscal Agent only for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The costs for any services rendered or any expense incurred by the Fiscal Agent in connection with any such exchange shall be paid by the city. The Fiscal Agent shall collect from the Owner requesting exchange of a Bond any tax or other governmental charge required to be paid with respect to such exchange. No exchanges of Bonds shall be required to be made(i)during the 15 days preceding the date established by the Fiscal Agent for selection of Bonds for redemption,or(ii)with respect to Bonds which have been selected for redemption. Bonds may be exchanged a the Principal Office of the Fiscal Agent only for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expense incurred by the Fiscal Agent in connection with any such exchange shall be paid by the City. The Fiscal Agent shall collect from the Owner requesting exchange of a Bond any tax or other governmental charge required to be paid with respect to such exchange. No exchanges of Bonds shall be required to be made(i)during the 15 days preceding the date established by the Fiscal Agent for selection of Bonds for redemption,or(ii)with respect to Bonds which have been selected for redemption. Bonds Mutilated,Lost,Destroyed or Stolen If any Bond becomes mutilated,the City,at the expense of the Owner of the Bond,shall execute,and the Fiscal Agent shall authenticate and deliver,a replacement Bond of like Tenor an principal amount in exchange and substitution for the Bond so mutilated,but only upon surrender to the Fiscal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be canceled and destroyed by the Fiscal Agent. If any Bond is lost,destroyed or stolen,evidence of such loss,destruction or theft may be submitted to the Fiscal Agent and,if such evidence is satisfactory to the Fiscal Agent and indemnity satisfactory to it shall be given,the City, at the expense of the Owner, shall execute, and the Fiscal Agent shall authenticate and deliver, a replacement Bond of like tenor and principal amount in lieu of and in substitution for the Bond so lost,destroyed or stolen. The City or Fiscal Agent may require payment of a sum not exceeding the actual cost of preparing each replacement Bond delivered under the Fiscal Agent Agreement and not exceeding the expenses which may be 4 000159 RVPUBVCAB�53972 incurred by the City and the Fiscal Agent for the preparation, execution, authentication and delivery of the replacement Bonds. Any Bond delivered under the provisions of the Fiscal Agent Agreement in replacement of any Bond alleged to b lost,destroyed or stolen shall constitute an original additional contractual obligation of the City whether or not the Bond so alleged to be lost,destroyed or stolen is at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of the Fiscal Agent Agreement with all other Bonds issued pursuar t to the Fiscal Agent Agreement. Book-Entry System The Deposit o Trust Company("DTC'),New York,New York,will at as securities depository for the Bonds. The Bonds 'll be issued as fully-registered securities registered in the name of Cede& Co. (DTC's partnership nominee). One fully-registered Bond will be issued for each maturity of the Bonds,in the aggregate principal amount of s' ch 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 p icipants ("Participants")deposit with DTC. DTC also facilitates the settlement among participants of securi ies transactions,such as transfers and pledges,in deposited securities through electronic computerized book-en ry changes in Participants' accounts,thereby eliminating the need for physical movement of securities certifici tes. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, d certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Sto k Exchange,Inc.,the American Stock Exchange,Inc., and the National Association of Securities Dealers,Ii ic. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and rust companies that clear through or maintain a custodial relationship with a Direct Participant, either.di ctly or indirectly ("Indirect Participants") . The Rules applicable to DTC and its Participants are on fil with the Securities and Exchange Commission. Purchases ofthe Bonds under the DTC system must be made by or through Direct Participants,which will receive a credit f r the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond(`Beneficial Ow ier")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 Dir t or Indirect Participant through which the Beneficial Owner entered int the transaction. Transfers of ownership interests in the securities 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 Bonds,except in the event that use of the book-entry system for the bonds is discontinued. To facilitate ubsequent transfers,all Bonds deposited by Participants with DTC are registered in the name of DTC's partne ship nominee,Cede&Co. The deposit of 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 Bond DTC's records reflect only the identity of the Direct Participants whose accounts such Bonds are credited,which mayor 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 Participantsand by Direct Participants to Indirect Participants to Beneficial Owners will be governed .000160 RVPUBUCAB\53972 5 by arrangements among them,subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices will be sent to Cede& Co. If less than all of the Bonds within an issue are being redeemed.DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede&Co.will consent or vote with respect to the Bonds.Under its usual procedures. DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede&Co.'s consenting or voting to those Direct Participants to whose accounts the Bonds are credited on the record date(identified in a listing attached to the Omnibus Proxy). Principal and interest payments on the Bonds will be made to DTC.DTC's practice is to credit Direct Participants accounts on payment dates in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on payment dates.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 Fiscal Agent, or the City, 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 Fiscal Agent,disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the City or the Fiscal Agent. Under such circumstances, in the event that a successor securities depository is not obtained,Bonds are required to be printed and delivered, all as further provided in the Fiscal Agent Agreement and described in the section entitled"Description of the Bonds"herein. Neither the City nor the Fiscal Agent can or does give any assurances that DTC will distribute to Participants,or that Participants or others will distribute payments of principal,premium,if any,and interest with respect to the Bonds paid to DTC or its nominee as the registered owner,or any redemption or other notices,to the Beneficial Owners,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 nor the Fiscal Agent is responsible or liable for the failure of DTC or any Participant to make any payment or give any notice to a Beneficial Owner with respect to the Bonds or any error or delay related thereto. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the City believes to be reliable,but the Citytakes no responsibility for the accuracy thereof. SO LONG AS CEDE&CO.IS THE REGISTERED OWNER OF THE BONDS,AS NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDHOLDERS, HOLDERS OR REGISTERED OWNERS OF THE BONDS SHALL MEAN CEDE&CO.,AS AFORESAID,AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE BONDS. 000161 RVPUBUCABl53972 6 Debt Service Require nents The debt servi a requirements with respect to the Bonds is set forth on the following schedule: Year Ending - September 2 Principal interest . Total 000162 RVPUBWAM53972 7 Estimated Sources and Uses of Funds The estimated sources and uses of Bond proceeds and other moneys on hand is as follows: Sources Par Amount of Bonds Transfer from Refunded Bonds funds and accounts Less: Original Issue Discount Total Sources Uses Escrow Fund Cost of Issuance Fund') Reserve Fund Underwriter's Discount Total Uses (1) Includes Fiscal Agent,Bond Counsel and Disclosure Counsel fees and costs,printing costs and other related costs for the issuance of Bonds. 000163 RVPUB\KAB\53972 8 SECURITY FOR THE BONDS Reassessment Liens nd Installments The Bonds are issued upon and secured by and payable solely from the unpaid Reassessments on parcels of property within theAssessment District together with interest thereon, and such unpaid Reassessments, together with interest ereon,constitute a fund for the redemption and payment of the principal of the Bonds and the interest thereon and premium, if any. In addition, all of the Bonds are secured by the moneys in the Redemption Fund and Reserve Fund created pursuant to the Fiscal Agent Agreement.Principal of and interest on the Bonds are payable exclusively from the Redemption Fund. THE BONDS ARE NEITHER SECURED BY THE GENERAL TAXING POWER OF THE CITY,THE COUNTY OF SAN LUIS OBISPO OR THE STATE OF CALIFORNIA,OR ANY OF ITS POLITICAL SUBDIVISIONS,NOR IS THE FULL FAITH AND CREDIT OF THE CITY,THE COUNTY,THE STATE, OR ANY OF ITS POLITICAL SUBDIVISIONS PLEDGED TO THE PAYMENT OF THE BONDS.THE INTE ST ON AND PRINCIPAL OF THE BONDS ARE PAYABLE SOLELY FROM MONEYS IN THE REDEMPTION FUND ESTABLISHED IN CONNECTION WITH THE ISSUANCE OF THE BONDS AND ARE SECURED BY UNPAID REASSESSMENTS AND THE RESERVE FUND. THE CITY ISN T OBLIGATED TO USE, AND WILL NOT USE, AVAILABLE FUNDS (INCLUDING ANY SURPLUS FUNDS)TO PURCHASE DELINQUENT PARCELS OR PAY THE DELINQUENT INSTALLMENTS OR FUTURE INSTALLMENTS OF THE REASSESSMENTS ON DELINQUENT P CELS. THE SOLE SOURCE OF MONEYS FOR THE PAYMENT OF THE BONDS IS THE RE EMPTION FUND AND THE RESERVE FUND. Although the unpaid Reassessments constitute fixed liens on the lots and parcels assessed,they do not constitute a personal i debtedness of the respective owners of such lots and parcels. There can be no assurance as to the ability or the willingness of such owners to pay the unpaid Reassessments when due. See "BONDOWNERS' SKS"herein. The unpaid Reassessments will be collected in annual installments,together with interest,on the County secured tax roll on which general taxes on real property are collected 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 such general taxes.The properties upon which the Reassessments are levied are subject to the same provisions for ale and redemption as are properties for nonpayment of general taxes. The annual Reassessment installments are to be paid into the Redemption Fund which will be held by the Fiscal Agent and used to pay the princip of and interest on the Bonds as they become due and to pay certain administrative fees of the City. The installments billed against each of the lots and parcels in the Assessment District each year represent a pro rata sh a of the total principal and interest coming due on all of the Bonds that year. The amount billed against each lot or parcel is based on the percentage which the unpaid Reassessment against the property bears to the total of unpaid Reassessments in the Assessment District. The failure of a property owner to pay an annual Reassessment installment will not result in an increase in Reassessment installments against other property in the Assessment District. Reserve Fund Th i n A ides that a Reserve The Fiscal A e t Agreement gr provides Fund must be maintained for the Bonds. As established by the Fisca I Agent Agreement,the Reserve Fund is to be held by the Fiscal Agent. The initial deposit in the Reserve Fund will be equal to the"Reserve Requirement" for the Bonds as of the Closing Date. The Reserve Requirement i an amount equal to the lesser of(i)ten percent of the proceeds of the sale of the Bonds, RVPUBW-AB\53972 9 0001(;4- (u)Maximum Annual Debt Service,or(iii) 125 percent of average Annual Debt Service.Moneys in the Reserve Fund shall be held for the benefit of the Owners of the Bonds as a reserve for the payment of the principal of and interest and any premium on the Bonds and shall be subject to a lien in favor of the Owners of the Bonds. See "APPENDIX C-SUMMARY OF FISCAL AGENT AGREEMENT-The Reserve Fund." Covenant to Foreclose and Court Foreclosure Proceedings The City has covenanted for the benefit of the Owners that it will order, and cause to be commenced, judicial foreclosure proceedings against properties with delinquent Reassessment installments in excess of$5,000 by the October 1 following the close of the Fiscal Year in which such installments were due. and will commence judicial foreclosure proceedings against all properties with delinquent Reassessment installments by the October 1 following the close of each Fiscal Year in which it receives Reassessment revenues in an amount which, is less than 95 percent of the total Reassessment Revenues which were to be received in the Fiscal Year and diligently pursue to completion such foreclosure proceedings;provided,however,the City may elect to defer the commencement of foreclosure proceedings with respect to any property so long as(i)the amount on deposit in the Reserve Fund is equal to the Reserve Requirement and(ii)the City is current in the payment of Debt Service. The Improvement Bond Act of 1915, Division 10 the Streets and Highways Code(the"1915 Act") provides that the court in a foreclosure proceeding has the power to order property securing delinquent Reassessment installments to be sold for an amount not less than all Reassessment installments, interest, penalties,costs(including costs of the City,such as attorney's fees),fees and other charges that are delinquent at the time the foreclosure action is ordered and certain other fees and amounts as provided in the 1915 Act. The court may also include subsequent delinquent Reassessment installments and all other delinquent amounts. If the property to be sold fails to sell for the minimum price described above,the City may petition the court to modify the judgment so that the property may be sold at a lesserprice or without a minimum price. In certain circumstances,as provided in the 1915 Act,the court may modify the judgment after a hearing if the court makes certain determinations,including,but not limited to,a determination that the sale at less than the minimum price will not result in an ultimate loss to the owners of the Bonds or a determination that the owners of at least 75 percent of the principal amount of the Bonds outstanding have consented to the petition and the sale will not result in an ultimate loss to the nonconsenting Bond Owners.Neither the property owner nor any holder of a security interest in the property nor any defendant in the foreclosure action nor any agent thereof may purchase the property at the foreclosure sale for less than the minimum price. In 1982,the State legislature enacted a comprehensive revision of the law of enforcement of judgments. Under prior law,a judgment debtor(property owner)enjoyed a statutory right to redeem such owner's property when it was sold under court foreclosure proceeding by paying the purchaser,who purchased the property at the foreclosure sale,the sale price paid by the purchaser and certain additional amounts, and to do so at any time within 12 months after the sale. By contrast, the 1982 revision eliminated the redemption period after a foreclosure sale. The judgment debtor's sole method of protecting its interest in the title to the property is by perfecting an appeal and obtaining a stay of enforcement of the judgment by taking appropriate trial or appellate court procedures that will preclude a court foreclosure sale. The constitutionality of the legislation has not been specifically tested in court and there can be no assurance that if tested such legislation will be upheld. In the event court foreclosure proceedings are commenced by the City,there may be delays in payments to Owners of the Bonds pending prosecution of the foreclosure proceedings to completion, including the receipt by the City of the proceeds of the foreclosure sale.It is also possible that no qualified bid will be received at the foreclosure sale. See"BONDOWNERS'RISKS"herein. 000165 RVPUBTKAB\53972 10 No Obligation of the City to Advance Funds Under the Refunding Act and the 1915 Act,the City can determine,prior to issuing the Bonds pursuant thereto, whether or 4ct it will obligate itself to advance available funds from the City treasury to cure any deficiency which may cur in the Redemption Funds. THE CITY HAS DETERMINED IT WILL NOT OBLIGATE ITSELF TO ADVANCE,AND WILL NOT ADVANCE, AVAILABLE FUNDS FROM THE CITY TREASURY TO CURE ANY DEFICIENCY WHI MAY OCCUR IN THE REDEMPTION FUND. If a delinquency occurs in the payment of any Reassessment installment,the Fiscal Agent has a duty to transfer from the balance,if any,in the Reserve Fund to the Redemption Fund,the amount of the delinquency. This duty of the Fiscal Agent continues during the period of delinquency,until reinstatement,redemption or sale of the delinquent properiy. If,during the period of delinquency,there are insufficient funds in the Reserve Fund to meet all such delinquencies, a delay may occur in payment to the Owner of the Bonds or there may be insufficient funds to make such payments. Priority of Lien The Reassess ent(and any further assessment or reassessment)and each installment thereof and any interest and penalties thereon constitute a lien against the lots and parcels of land on which they were imposed until the same is paid. Such lien has priority over all fixed special assessment liens which may thereafter be created against the property,and also has priority over all private liens including the lien of any mortgage or deed of trust whenever created. Such lien is coequal to and independent of the lien for general taxes. See "THE ASSESSMENT DISTRICT-Direct and Overlapping Debt"herein. CONTINUING DISCLOSURE The City has covenanted for the benefit of Bondowners to provide certain financial information relating to the Assessment District by not later than January 15 of each year commencing January 15,2000(the"Annual Report),and to provide notices of the occurrence of certain enumerated events,if material. The Annual Report will be filed initially by the Fiscal Agent as dissemination agent(the"Dissemination Agent"),on behalf of the City with each Nationall Recognized Municipal Securities Information Repository and the State Repository,if any. The notices of material events will be filed by the Dissemination Agent on behalf of the City with the Municipal Securities Ru emaking Board and the State Repository,if any. The specific nature of the information to be contained in the Annual Report or the notices of material events is set forth in "APPENDIX F - CONTINUING DISC OSURE." These covenants have been made in order to assist the Underwriter in complying with Rule 1 c2-12(b)((5)of the Securities and Exchange Commission. THE ASSESSMENT DISTRICT Description of the Di trict The Assessment District is located midway between Los Angeles and San Francisco in the northern section of the City of At iscadero,in San Luis Obispo County.The Assessment District consists of approximately 7 acres of land(6 parcels),fronting El Camino Real,and located between El Camino Real and State Highway 101 at the southeast quadrant of the interchange of Del Rio Road and Highway 101. The land is zoned CPK "commercial park". 000166 RVPUBT,AB\53972 11 The Assessment District was formed to construct and dedicate off-site improvements and utility services to serve for a factory outlet center development. The Assessment District originally included the following work and improvements: grading; sub-grade preparation;base rock;paving,concrete curbs,gutters,and sidewalks; sanitary sewer;water main and services;fire hydrants;street lighting;signalization;landscaping;storm drains; electrical and telephone utility extension; and appurtenances. The Developers and Project Approximately 75%of the Assessment District is occupied by Atascadero Factory Outlets Project,which is owned by Atascadero Factory Outlets, Inc., located in Atascadero, California (the"Owner',). The Owner acquired the Project from Golden West Development Corporation in 1994 after its completion. The Project is managed by Investec Real Estate Company,the principals of which have managed or acquired several retail and residential projects along California's central coast. The Owner financed the acquisition of the Project with a loan of approximately$5 million from Bank of America,which is secured by a first deed of trust on the Project. The Project consists of an 88,401 square foot fashion center named"Atascadero Factory Outlets". The center may include up to 27 manufacturers,most of which are"chain"outlets with stores throughout the U.S.A. Storefronts have aluminum-framed and tinted windows set behind mission-style archways and pillars. There are be two buildings accommodating about 27 units ranging from 300 square feet to 8,500 square feet. The Project. was completed in October 1994. As of January 1, 1999,ninety-five percent of the space is under lease by the following tenants: Tenant Square Feet Bugle Boy 5,191 CanyonLand Gifts 3,500 Jones New York 2,912 Factory Brand 4,897 Designer Labels 5,886 Publishers 2,876 Van Huesen 4,023 G.H. Bass 8,577 Polo 8,597 VACANT 4,065 Leather Loft 2,508 Perfumania 1,203 Casual Corner 4,467 Hearthstone 3,702 Paper Factory 4,781 Welcome Home 2,936 Big Dog 2,524 Westport 4,628 Rocky Mountain 1,419 Subway 807 Hickory Farms 896 Wine Outlet 1,734 Storage 284 Nautica 3,282 Nine West 2,908 000167 . RVPUBW_kB\53972 12 u Approximately5%of the Assessment District is occupied by a gas station,and is owned by Jim Shores. Neither tenant has had delinquencies in the payment of assessments. Maximum Annual A sessment for Administration and Collection of Assessments The City orially authorized a levy for$6.50,plus an annual increase of not to exceed seven percent per year for each Assessed Parcel in the Assessment District including parcels representing a division of any parcel to pay costs incurred by the City and not otherwise reimbursed which result from the administration and collection of Reassessn Lents or from the administration or registration of any associated bonds and Reserve Fund or other related funds. This levy is continued at the current rate of$ per parcel with an annual increase not to exceed seven percei it. Direct and Overlapping Debt The following table shows all of the direct and overlapping debt of the Assessment District as of January 1, 1999. CIT OF ATASCADERO CAMINO REAL IMPROVEMENT DISTRICT 1998-99 Assessed Valuation:$10,277,316 DIRECT AND OVER LAPPING TAX AND ASSESSMENT DEBT: %Applicable Debt 1/1/99 Atascadero Unified Sc iool District Lease Tax Obligations 0.571% 92,816 City of Atascadero Ca nino Real Improvement District 100. 1.700.0000) TOTAL 1,792,816 OVERLAPPING GE RAL FUND OBLIGATION DEBT San Luis Obispo County Certificates of Participation 0.065% 14,112 San Luis Obispo Co unity College District Certificates of Participation 0.064 2,541 City of Atascadero Certificates of Participation 0.774 10,604 TOTAL 27,257 COMBINED TOTAL DEBT 1,820,073(l) (1) Excludes 1984 Refunding Act bonds to be sold (2) Excludes tax and revenue anticipation notes,revenue,mortgage revenue and I ax allocation bonds and non-bonded capital lease obligations. Ratios to Assessed Va uation: Direct Debt($1,700 000) .... .... ...... . .......... . ... .. 16.54% Total Direct and Overlapping Tax and Assessment Debt ..... 17.44% . Combined Total Del t ... ... .... . .... . .... .... .. . ...... 17.71% STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/98:$0 000168 RVPUBT-kW3972 13 BONDOWNERS RISKS Economic Uncertainty No assurance can be given that economic uncertainty or,future changes in the.economy will not have an impact on the valuations or the future financial condition of property owners in the Assessment District. Payment of Reassessments Under the provisions of the Refunding Act and the 1915 Act,Reassessment installments(from which the payment of annual installments of principal of and interest on the Bonds are derived) will be billed to properties against which there are unpaid Reassessments on the regular property tax bills sent to owners of such properties. Such Reassessment installments are due and payable, and bear the same penalties and interest for non-payment, as do regular property tax installments. Reassessment installment payments cannot be made separate from property tax payments. In order to pay debt service on the Bonds,it is necessary that unpaid installments of Reassessments on property within the Assessment District are paid in a timely manner. Should the installments not be paid on time, the City has established a Reserve Fund as described under"SECURITY FOR THE BONDS-Reserve Fund." The City has determined,pursuant to Section 8769(b)of the 1915 Act,that it will not obligate itself to advance and will not advance available funds from the City treasury to cure any deficiency which may occur in the Redemption Fund. The Reassessments are secured by a lien on the assessed parcels of land in the Assessment District. Failure by the owners of the parcels within the Assessment District to pay installments of Reassessments when due, or depletion of the Reserve Fund, may result in the inability of the City to make full or punctual payment of debt service on the Bonds and Owners of the Bonds would therefore be adversely affected. Unpaid Reassessments do not constitute a personal indebtedness of the owners of the parcels within the Assessment District or subsequent owners of these parcels. There is no assurance such owners will be able to pay the Reassessment installments or that they will pay such installments even though they may be financially able to do so. Land Values The value of land within the Assessment District is an important factor in determining the investment quality of the Bonds. If a property owner defaults in the payment of Reassessment installments,the City's only remedy is to commence foreclosure proceedings or to await the property tax enforcement mechanism in an " attempt to obtain funds to pay the delinquent Reassessment. See the section herein entitled`Bankruptcy. Land values as estimated herein are based upon a combination of the 1997-98 County assessment roll. See the section herein entitled"Aggregate Value of Assessed Parcels." Owners Not Obligated to Pay Bonds or Assessments Unpaid assessments do not constitute a personal indebtedness of the owners of the parcels within the Assessment District and the owners have made no commitment to pay the principal of or interest on the Bonds or to support payment of the Bonds in any manner. There is no assurance that the owners have the ability to pay the assessment installments or that,even if they have the ability,they will choose to pay such installments. An owner may elect not to pay the assessments when due and cannot be legally compelled to do so. An owner may elect not to pay the assessments when due and cannot be legally compelled to do so. If an owner decides it is not RVPUBT,AB153972 14 000169 economically feasible to develop or continuing owning its property encumbered by the lien of the assessment,or decides that for any other reason it does not want to retain title of the property,such owner may choose not to pay assessments and to.a low 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 successful foreclosure of the property would result in such owner's interest being transferred to.another party. Neither the Town nor any Owner of the Bonds will have the ability to seek payment from the owners of the property of any assessment or any principal or,interest due on the Bonds, and will not have the ability to control who becomes a subsequent owner of any property within the Assessment District. Concentration of O nership Approximately 95% of the parcels within the Assessment District subject to unpaid assessments is currently owned by A ascadero Factory Outlets,Inc. or related entities. There may be subsequent transfers of ownership of the property within the Assessment District prior to completion of development. The fact that a significant portion of the land within the Assessment District to which responsibility for the reassessment has been assigned is currently controlled by a few entities will cause the bill for the payment of the annual assessment initially to be sent only to those owners,without any personal obligation to pay the assessment. Because of the existing concentration if ownership of Assessment District land,the timely payment of the Bonds depends upon the willingness and ab'''ty of the owner to pay the assessment when due. The only asset of the owners of property within the Assessment District that constitutes security for the Bonds is such owners'real property holdings located within the Assessment District. See`BONDOWNERS'RISK-Bankruptcy"and"SECURITY FOR THE BONDS-Cover ant to Commence Foreclosure"herein. Factors Which May Affect Property Values Property values in the Assessment District may be adversely affected by changes in general economic conditions,a deterioration of the real estate market and nature disasters such as seismic activity and flooding or future local,State and f bderal governmental policies relating to real estate development,the income tax treatment or real property ownership,or the national economy. Limited Obligation of the City Upon Delinquency The City's obligation to advance moneys to pay debt service on the Bonds in the event of delinquent Reassessment install nts will not exceed the balance in the Reserve Fund. The City has determined pursuant to Section 8769(b) o the 1915 Act that it will not obligate itself to advance and the City will not advance available funds from the City treasury to cure any deficiency which may occur. Aggregate Value of ssessed Parcels The aggregate value of Assessed Parcels in the Assessment District as shown upon the 1998-99 County assessment roll is estirriated to be$10,277,316. See"APPENDIX B-Reassessment Summary." No assurance can be given that should any Reassessment installment become delinquent,and the related parcel be foreclosed upon,that any bid wo d be received for such parcel or,if a bid were received,that such bid would be sufficient to pay such delinquen installment. Parity of Taxes,Bonds and Special Assessments The Reassess ents and any penalties thereon will constitute a lien against property in the Assessment District until they are:paid. The lien of the reassessments is on a parity with all special taxes levied by other agencies and general property taxes whenever such special taxes and general taxes are imposed on the same RVPUBT,ABl53972 15 0001' 0 property, and subordinate to liens of fixed special assessments and reassessments previously imposed. The Reassessments have priority over all existing and future private liens imposed on the parcels which comprise the Assessment District and over all future fixed special assessments. The City may not have control over the ability of other local government agencies to issue indebtedness secured by special taxes or assessments against all or a portion_of the parcels which comprise the Assessment District. See"THE ASSESSMENT DISTRICT-Direct and Overlapping Debt"for a description of such.authorized but.unissued debt and all governmental debt secured by the parcels which comprise the Assessment District. No Acceleration The Bonds do not contain a provision allowing for the acceleration of the Bonds in the event of a payment default or other default under the temis of the Bonds or Fiscal Agent Agreement. Pursuant to the Fiscal Agent Agreement,any owner of any of the Bonds is given the right for the equal benefit and protection of all owners similarly situated to pursue certain remedies described in the Fiscal Agent Agreement. Bankruptcy The payment of property owners'Reassessment installments may be limited by bankruptcy,insolvency, or other laws,local,state or federal,generally affecting creditors'rights or by the laws of the State relating to judicial foreclosure. Although bankruptcy proceedings would not cause assessment liens to become extinguished,bankruptcy of a property.owner could result in delays in payment of the Reassessment installments. Such delays could increase the likelihood of a delay in payment of the principal of and interest on the.Bonds,and the possibility of delinquent Reassessment installments not being paid in full. Bond Counsel's approving legal opinion,to be delivered concurrently with the delivery of the Bonds,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. Federal Agencies The ability of the City to collect interest and penalties specified by State law and to foreclose against properties having delinquent Reassessment installments may be limited in certain respects with regard.to properties in which the Federal Deposit Insurance Corporation(the"FDIC')has or obtains an interest. The FDIC would obtain such an interest by taking over a financial institution which has made a loan which is secured by real property within the Assessment District. On June 4, 1991,the FDIC issued a Statement of Policy Regarding the Payment of State and Local Property Taxes(the"1991 Policy Statement'). The 1991 Policy Statement was revised and superseded by a new Policy Statement effective January 9, 1997(the"Policy Statement"). The Policy Statement provides that real property owned by the FDIC is subject to state and local property taxes only if those taxes are assessed according to the property's value,and that the FDIC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement,the FDIC will pay its property tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution's affairs,unless abandonment of the FDIC's interest in the property is appropriate. The FDIC will pay claims for interest on delinquent property taxes owned at the rate provided under state law,to the extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property taxes(including interest)on FDIC owned property are secured by a valid lien(in effect 16 000171 RVPUBTAB\53972 before the property became owned by the FDIC),the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy,attachment,garnishment,foreclosure or sale without the FDIC's consent. In ad tion the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure withou the FDIC's consent. The Policy Sti tement states that the FDIC generally will not pay non-ad valorem taxes,including special assessments,on prop e in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property,nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. The City is Uri able to predict what effect the FDIC's application of the Policy Statement would have in the event of a delinquency in reassessments levied on a parcel within the Assessment District in which the FDIC has an interest, although prohibiting the lien of the FDIC to be foreclosed at a judicial foreclosure sale would reduce or eliminate the persons willing to purchase a parcel at a foreclosure sale. Owners of the Bonds should assume that the City ll be unable to foreclose on any parcel owned by the FDIC. Such an outcome would cause a draw on the ReservD Fund and perhaps,ultimately, a default in payment of principal of and interest on the Bonds. Absence of Seconda y Market for the Bonds There can be no assurance that there will be a secondary market for purchase or sale of the Bonds or,if a secondary market exists,that such Bonds can be sold for any particular price. Occasionally,because of general . market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially(Efferent from the original purchase price. From time to time,there may be no secondary market for the Bonds,depending upon prevailing market conditions,the financial condition or market position of firms who may make the secondary market in the Bonds,and the financial condition of the owners of property within the Assessment District. The Bonds should therefore be considered long-term investments in which fund are committed to maturity,subject to redemption prior to maturity as described herein. Proposition 218 Proposition 2 8,a state ballot initiative known as the"Right to Vote on Taxes Act,"was approved by California voters on ovember 5, 1996. Proposition 218 added Articles XIIIC and XIIID to the California Constitution, and with the exception of certain provisions, Articles XIIIC and XIIID became effective on November 6, 1996: Section 4 of Proposition 218,entitled"Assessment and Property Related Fee Reform"("Article)(IIID"), requires that,beginning July 1, 1997,the proceedings for the levy of certain assessments by the City must be conducted in conformity with the provisions of Section 4 of Article X01D. SB 919,the Proposition 218 Omnibus Implementation Act,added paragraph(b)to Section 9525 of the Streets and Highways Code,which provides that any reassessment that is approved and confirmed pursuant to Section 9525 shall not be deemed to be an assessment within the meaning of any may be ordered without compliance with the procedural requirements of Article XIIID of the California Constitution. The City Council pursuant to the Resolution approved and confirmed the Reasst ssments pursuant to Section 9525. While the constitutionality of Streets and Highways Code Section 9525(b) as not been interpreted by the courts,the City believes that the levy of the Reassessments may be ordered without compliance with the requirements of Article XIIID of the California Constitution. 17 0001°72 RVPUBVCAB\53972 Section 3 of Proposition 218, entitled Voter Approval for Local Tax Levies ( Article XIIIC ), provides,in Section 3 thereof,that the initiative power shall"not be prohibited or otherwise limited in matters of reducing or repealing any... assessment"of the City. Article XIIIC does not defined the term"assessment," and it is unclear whether this term is intended to include reassessments.levied under the Refunding Act. In the case of the unpaid Reassessments which are pledged as security for payment of the Bonds,the 1915 Act provides a mandatory,statutory duty of the City and the County Auditor to post installments on account of the unpaid Reassessments to the County property tax roll each year while any of the Bonds are Outstanding, commencing with the 1998-99 property tax year,in aggregate amounts equal to the principal of and interest on the Bonds. While the provisions of Article XIIIC have not been interpreted by the courts,the City believes that the initiative power cannot be used to reduce or repeal the unpaid Reassessments which are pledged as security for payment of the Bonds or to otherwise interfere with the mandatory,statutory duty of the City and the County Auditor with respect to the unpaid Reassessments which are pledged as security for payment of the Bonds. No Rating The City has not made,and does not contemplate making an application for a credit rating for the Bonds, and it is not known whether a credit rating could be secured either now or in the future for the Bonds. Loss of Tax Exemption Interest on the Bonds could become includable in the gross income of the Owners of the Bonds for purposes of federal income taxation,retroactive to the date the Bonds were issued,as a result of future acts or omissions of the City in violation of its covenants in the Fiscal Agent Agreement as discussed in the section "TAX EXEMPTION"herein. The Year 2000 Year 2000-Related Risks: A"Year 2000"problem arises because most computer systems and programs were designed to handle only a two-digit year,not a four digit year(e.g., 1998 is seen as "98"). When the Year 2000 begins,these computers may interpret"00"as the year 1900 and may either stop processing date-related computations or process them incorrectly. If this Year 2000 problem is not timely remedied,problems could arise in the levy and collection of taxes and the calculation of interest and principal payments on the Bonds. To prevent this,public entities and banking organizations need to examine their computers and programs,fix the problem, test their systems and test interactions with other systems. The Securities and Exchange Commission("SEC") has introduced proposed temporary regulations for non-bank related paying agents and broker dealers to submit reports to the SEC regarding their attempts to solve the Year 2000 problem. Failure to solve the Year 2000 problem could adversely impact the levy and collection of Special Taxes which secure the Bonds,and could cause the County the Fiscal Agent and/or DTC to experience problems that may affect the timely payment of debt service on the Bonds. County of San Luis Obispo.Although the County's general goal is to be in Year 2000 compliance by December 1, 1998,its property tax system,including its billing and collection systems related to property taxes, special taxes and special assessments,has been in compliance sine July 1998.As a result,the County does not expect any Year 2000 issues to affect its collection of the Special Taxes. Fiscal Agent.The Fiscal Agent is currently in the process of addressing the Year 2000 issue and expects to complete compliance modifications by the end of 1998,which will allow it one year to test the systems and major components and make necessary adjustments. RVPUBW_kM53972 18 LEGAL OPINION The validity 'f the Bonds and certain other legal matters are subject to the approving.opinion of Best Best&Krieger LLP,o, Riverside,California,Bond Counsel for the City. Complete copies of the proposes forms of Bond Counsel's opir ions are contained in Appendix E herein,and a copy of the appropriate opinion,certified. by the officer in whos office the original is filed,will be printed on each Bond. Bond Counsel undertakes no .responsibility for the ccuracy,completeness or fairness of this Official Statement. Bond Counsels engagement is limited to a review of the legal procedures required for the authorization of the Bonds and the exemption of interest on the Bonds from income taxation. See"TAX EXEMPTION" herein. The opinion of Bond Counsel will not consider or extend to any documents,agreements,representations, official statements orother material of any kind concerning the bonds,including this Official Statement. TAX EXEMPTION In the opinior of Bond Counsel,subject,however,to the qualifications set forth below,interest on the Bonds is excluded from the gross income of the Bondowners for purposes of Federal income taxes under existing statutes,regulations and court decisions,but such interest would affect a corporate Bondowner's liability for alternative minimum I axes. • Bond Counsel is further of the opinion that interest on the Bonds is not a specific preference item for purposes of the alternative minimum tax provisions of the Internal Revenue Code of 1986, as amended(the Code). However,such interest received by corporations will be included in adjusted current earnings,a portion of which may.increase the:alternative minimum taxable income of such corporations. The opinions et forth in the preceding paragraphs are subject to the condition that the City comply with all requirements of the Code that must be satisfied subsequent to the delivery of the Bonds in order that such interest be, or continue to be, excluded from gross income for federal income tax purposes. The City has covenanted to compl3 with each such requirement. Failure to comply with certain of such requirements may cause the inclusion o such interest in gross income for federal income tax purposes retroactive to the date of delivery of the Bonds, and Counsel expresses no opinion regarding other federal tax consequences arising with respect to the Bonds. Although Bond Counsel is of the opinion that interest on the Bonds is excluded from federal gross income,the accrual or receipt of interest on the Bonds may otherwise affect a Bondowner's federal income tax liability. The nature and extent of these other tax consequences will depend upon the Bondowner's particular tax status and the Bondo er's other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences. In the opinion of Bond Counsel, interest on the Bonds is exempt from State of California personal income taxes. The opinions f Bond Counsel,described above,may be affected by actions which may be taken(or not taken)or events which may occur(or not occur)after the date of the delivery of the Bonds. Bond Counsel has not undertaken to determine,or to inform any person,whether any such actions or events are taken or occur or are not taken or do not occur. RVPUBTABW972 19 ABSENCE OF LITIGATION At the time of delivery of and payment for the Bonds,the City will certify that, except as disclosed herein,there is no action,suit,proceeding,inquiry or investigation,at law or in equity,before or by any court, regulatory agency,public board or body,pending or,to the knowledge of the City,threatened against the City affecting the existence of the City,the Assessment District or the titles of its officers to their respective offices_ or seeking to restrain or to enjoin the sale or delivery of the Bonds,the application of the proceeds thereof in accordance with the Fiscal Agent Agreement,or the collection or application of any revenues provided for the payment of the Bonds,or in any way contesting or affecting the validity or enforceability of the Bonds,the Fiscal Agent Agreement,any action of the City contemplated by any of the documents,or the collection or application of any revenues provided for the payment of the Bonds,or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement thereto,or contesting the powers of the City or its authority with respect to the Bonds or any action of the City contemplated by any of the documents,and that to the knowledge of the City,there is no basis therefor. UNDERWRITING The Bonds are being purchased by Seidler-Fitzgerald Public Finance (the "Underwriter"). The Underwriter has agreed to purchase the Bonds at a price of$ (being$ aggregate principal amount thereof,less original issue discount of$ and underwriter's discount of$ ). The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the offering prices reflected on the cover page hereof. The offering prices may be changed from time to time by the Underwriter. PROFESSIONAL FEES In connectiop with the issuance of the Bonds,fees payable to Best Best&Krieger LLP,as Bond Counsel and Disclosure Counsel, and BNY Western Trust Company as Fiscal Agent,are contingent upon the issuance of the Bonds. MISCELLANEOUS Insofar as any statements made in this Official Statement involve matters of opinion or of estimates, whether or not expressly stated,they are set forth as such and not as representations of fact. No representation is made that any of such statements made will be realized. Neither this Official Statement nor any statement which may have been made verbally or in writing is to be construed as a contract with the Owners of the Bonds. The execution and delivery of this Official Statement have been duly authorized by the City. CITY OF ATASCADERO By: Mayor 0001'75 RVPUBWAB\S3972 20 APPENDIX A REASSESSMENT DIAGRAM 000176 RVPUBTAB153972 A-1 APPENDIX B REASSESSMENT SUMMARY 0001'x'7 RVPUB\KAM3972 B-1 APPENDIX C SUMMARY OF FISCAL AGENT AGREEMENT 000178 RVPUBTKA3153972 C-1 APPENDIX D CITY OF ATASCADERO Supplemental Information Location Atascadero(the"City")was incorporated as a city in 1979. However,the community founded itself in 1913 and was California's first planned community by E.G.Lewis. The City is located 17 miles from the Pacific Coast and is midway between San Francisco and Los Angeles on Highway 101,about 220 miles from each city. The City has a moderate climate with an average high temperature of 77 degrees. Population The City has averaged approximately 700 new residents a year since 1980. The table below shows the City's population and San Luis Obispo County's population over the last four years. City of Atascadero City and County Population 1995 through 1998 City % County. Year Population Increase Population Increase/Decrease 1995 24,232 n/a 236,038 .n/a 1996 24,500 1.1% 232,400 (1.5%) 1997 24,750 1.0% 232,700 1.3% 1998 25,300 2.2% 239,000 2.7% The following table shows the total number of dwelling units in the City over the last four years: City of Atascadero Total Dwelling Units 1995 though 1998 Year Dwelling Units %Increase 1995 9,273 n/a 1996 9,364 1.0% 1997 9,432 0.7% 1998 9,450 0.2% 000179 RVPUB\KAB153972 D-1 Taxable Sales The following Lable shows taxable retail sales in the City and the County for years 1993, 1996 through 1998. City of Atascadero City and County Taxable Retail Sales in Millions 1993,1996 through 1998 Year it %Increase Coun ° Increase 1993 151.0 n/a 1,654.0 n/a 1996 178.8 18.4% 1;674.5 1.2% 1997 193.3 8.1% 1,866.3 11.5% 1998 205.5 6.3%' 2,013.7 7.9% Water Supply The City and its residents received water from the Atascadero Mutual Water Company. The water supply is the underflow of the Salinas River and a ground water basin. Sewer Services are provided by the City of Atascadero Transportation The City is located on U.S. Highway 101 and State Highway 41. It is 20 miles from San Luis Obispo County Airport which is served by commuter airlines with services to Los Angeles and San Francisco. Paso Robles Airport is within 15 miles of the City and provides charter airline services. The City is located on the Souther Pacific railroad with freight and Amtrak connections to San Luis Obispo and Paso Robles. T 000180 RVPLJBUCAB\53972 D-2 APPENDIX E OPINION OF BOND COUNSEL 000181 RVYUB\KAB\53972 E-1 APPENDIX F CONTINUING DISCLOSURE CERTIFICATE 000182 RVPUBT-AM\53972 F-1 ESCROW AGREEMENT RELATING TO DEFEASANCE AND REFUNDING OF OUTSTANDING CITY OF ATASCADERO CAMINO REAL IlVIPROVEMENT PROJECT LIMITED OBLIGATION IMPROVEMENT BONDS Dated.as of January 1, 1999 by and between CITY OF ATASCADERO and BNY WESTERN TRUST COMPANY as Escrow Agent 000183 TABLE OF CONTENTS Page(s) Section 1. Creation of Escrow Fund . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2. Purpose-of Escrow Fund. . . . . ..... . . . . . . . .. . . . . . . . . . . I. . . . . . .. . . . . ... . . . . . 2 Section 3. Deposit of Funds ... . . . . . . . ... . . . . . . ... . . . . . . . .... . . . . . . . . . . . . . . . . . . . . . 2 Section 4. Instruction to Escrow Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 5. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 6. Insufficient Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 7. Lien of and Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 8. Fees of Escrow Agent; Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 9. Partial It validity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 10. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 11. Notice :o Bondowners, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 12. Unclair led Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . 4 Section 13. Resign tion of Escrow Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 14. Count arts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 15. Amendments, Changes and Modifications ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 16. Applici ble Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 17. Headin 3,s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 18. Notice., . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . 6 EXHIBIT A- IN101STMENT OF ESCROW FUND . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . A-1 EXHIBIT B -FORM OF NOTICE TO BONDOWNERS . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1 000184 ESCROW AGREEMENT This Escrow Agreement is made and entered into as of January 1, 19992 by and between the CITY OF ATASCADERO, a municipal corporation organized and existing under the laws of the State of California(the"City"), and BNY WESTERN TRUST COMPANY, a national banking association duly organized and existing under the laws of the United States of America, as escrow agent (the "Escrow Agent"); WITNESSETH: WHEREAS, the City and BNY Western Trust Company (the "Fiscal Agent")have entered into a Fiscal Agent Agreement, dated as of January 1, 1999 (the "Fiscal Agent Agreement"), whereby the Fiscal Agent has agreed to authenticate and deliver bonds for Camino Real Improvement Project, City of Atascadero, County of San Luis Obispo, State of California (the "District") designated "City of Atascadero Limited Obligation Refunding Improvement Bonds, Camino Real Improvement Project, Series 1998" (the "Bonds") for the purpose of accomplishing the defeasance and refunding of the outstanding bonds of the District which are hereinafter identified as the Refunded Bonds; and WHEREAS,pursuant to Resolution No. 72-93 adopted June 22, 1993 (the"Refunded Bonds Agreement"),bonds were issued for the District designated"City of Atascadero Camino Real Improvement Project Limited Obligation Improvement Bonds" in the aggregate principal amount of $2,100,000 (the 'Refunded Bonds")for the purpose of financing certain public facilities within and for the benefit of the District; and WHEREAS, the Escrow Agent has been appointed by the City as and has accepted the duties of the fiscal agent under the Refunded Bonds Resolution; and WHEREAS, there are currently outstanding Refunded Bonds in the aggregate principal amount of$1,835,000; and WHEREAS, the outstanding Refunded Bonds are subject to redemption on any interest payment date; and WHEREAS, the Fiscal Agent and the City are to provide to and deposit with the Escrow Agent in trust the amount of$ which amount when invested in the investments identified in Exhibit "A" attached hereto, together with interest earnings thereon, will be sufficient to pay the interest on the Refunded Bonds on March 2, 1999, and to call and redeem prior to maturity all of the remaining outstanding Refunded Bonds on March 2, 1999, so that the Refunded Bonds and the payment of principal of and interest and redemption premium thereon will be defeased and the Refunded Bonds will no longer be secured as to payment of principal and interest thereon by a pledge of and lien upon the Reassessment Revenues(as defined in the Fiscal Agent Agreement); NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows: 000185 _1. Stain 1. Creation of Escrow Fund. The Escrow Agent hereby creates and estab- lishes the Escrow Fund as a special trust fund separate and apart from any other funds of the City, the District and th. Escrow Agent, and agrees to use the moneys and the investments deposited therein and all earnin is thereon solely for the purposes required or permitted by this Agreement, The Escrow Fund will b established by the deposit by the Fiscal Agent and the. City with the Escrow. Agent of the amount of$ as set forth in Section 3 hereof. Section 2. Purpose of Escrow Fund. The Escrow Agent shall withdraw from the Escrow Fund and transfer to the fiscal agent for the Refunded Bonds (the"Refunded Bonds Fiscal Agent") moneys in sufficient amounts and at the times necessary to make the principal and interest payments, without efault, with respect to the outstanding Refunded Bonds as required by the Refunded Bonds Resolution, and to cause the call and redemption of all of the remaining outstanding Refunded Bonds, at the redemption prices and upon the terms and conditions specified in the Refunded Bonds Resolution. The Escrow Agent, as Refunded Bonds Fiscal Agent, is irrevocably committed to make such principal and interest payments and to call and redeem the Refunded Bonds to the extent that there are sufficient moneys, investments and investment earnings on deposit in the Escrow Fund. On March 2, 1999, the Escrow Agent shall transmit moneys from the Escrow Fund in such amount as is necessary to pay such principal, interest and redemption prices for the Refunded Bonds, and such moneys shall be held by the Escrow Agent, as Refunded Bonds Fiscal Agent, separate and apart from all other funds for the benefit of and be paid to the owners of the Refunded Bonds as provided in the Refunded Bonds Resolution. Sect'on 3. Deposit of Funds. In order to provide for the payment of the principal, interest and redemption prices with respect to the Refunded Bonds, the Fiscal Agent and the City shall on the date of d livery of the Bonds to the purchasers thereof and receipt of the proceeds of the sale of the Bonds(the"Closing Date") deposit with the Escrow Agent, in trust for the benefit of the owners of the Refunded Bonds, subject to the terms and conditions hereinafter set forth, the amount of$ The Escrow Agent agrees to deposit said amount into the Escrow Fund. Sect'on 4. Instruction to Escrow Agent. The City hereby irrevocably instructs the Escrow Agent to make the payments of interest and principal with respect to the Refunded Bonds, without default, and to call and redeem the remaining outstanding Refunded Bonds on March 2, 1999. The Escrow gent, as Refunded Bonds Fiscal Agent, is hereby authorized and directed and agrees to publish at d mail the notices required pursuant to the Refunded Bonds Resolution with respect to the call a id redemption of the remaining outstanding Refunded Bonds, and to take such other action as is required by the Refunded Bonds Resolution with respect to the call and redemption of the Refunded Bonds. Section 5. Investments. On the Closing Date or as soon thereafter as is reasonably practicable, the Esc r w Agent shall, at the written direction of the City, invest the sum deposited in the Escrow Fund put suant to Section 3 hereof, except the amount of ($_)which shall be held uninvested, ' the United States Treasury Obligations identified in Exhibit"A" attached hereto and incorporated herein by reference (the"Government Obligations"). 000186 Section 6. Insufficient Funds. (a) If at any time the moneys and investments in the Escrow Fund, including the anticipated proceeds of and earnings thereon,will not be sufficient to.make all payments. required by this Agreement,the Escrow Agent shall notifythe City in writing, immediately upon becoming aware of such deficiency, of the amount thereof and the reason therefor if actually known to it. (b) Thereupon,the City shall deposit into the Escrow Fund within seven (7) days of such notification by the Escrow Agent, from any legally available funds of the District, such additional moneys as may be required to cause the moneys and investments in the Escrow Fund, and earnings thereon, to be sufficient to make all such payments. (c) The Escrow Agent shall in no manner be responsible for the failure of the City to make any such deposit. Section 7. Lien of Bond Owners. The escrow created hereby shall be irrevocable and the owners of the Refunded Bonds shall have an express lien on all moneys and investments on deposit in the Escrow Fund until transferred or applied in accordance with this Agreement. Section 8. Fees of Escrow Agent: Indemnification. The Escrow Agent's fees and costs with respect to the services to be rendered by the Escrow Agent in carrying out the provisions of this Agreement shall be paid by the City to the Escrow Agent. The Escrow Agent shall have no lien whatsoever upon any of the moneys or investments in the Escrow Fund for the payment of such fees and expenses., The City hereby assumes liability for, -and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and hold harmless the Escrow Agent and its successors, assigns, officers, agents and employees from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses, and disbursements (including legal fees and disbursements) of whatsoever kind or nature which may at any time be imposed on, incurred by, or asserted against the Escrow Agent (whether or not also indemnified against by the City or any other,person under any other agreement or instrument) and in any way relating to or arising out of the execution or delivery of this Agreement, the establishment of the Escrow Fund,the retention and investment of the moneys therein, or any payment, transfer or other application of moneys or investments by the Escrow Agent in accordance with the provisions of this Agreement, or as may arise by reason of any act, omission or error of the Escrow Agent made in good faith in the conduct of its duties; provided, however, that the City shall not be required to indemnify the Escrow Agent against its own negligence or willful misconduct. In no event shall the City be liable to any person other than the Escrow Agent by reason of the transactions contemplated hereby. The indemnities contained in this Section shall survive the termination of this Agreement. The Escrow Agent may consult with counsel of its own choice and the opinion of such counsel shall be full and complete authorization to take or suffer in good faith any action in accor- dance with the opinion of such counsel. 00018'7 The scrow Agent shall not be responsible for any of the recitals or representations contained herein. The scrow Agent shall have no obligation to make any disbursement of any type or incur any financial lia ility in the performance of its duties hereunder unless sufficient f indshave been deposited with the Escrow Agent as provided hereby. The Escrow Agent shall not be liable for the accuracy of any calculations provided as to the sufficiency of the moneys or Government Obligations deposited with it to pay the principal, interest, or redemption premiums, if any, on the Refunded Bonds. The Escrow Agent shall not be liable for any action or omission of the City under this Agreement. The Escrow Agent may conclusively rely, as to the truth and accuracy of the statements and correctness of the opinions and the calculations provided to it, and shall be protected and indemnified, in icting, or refraining from acting, upon any written notice, instruction, request, certificate, docurner t or opinion furnished to the Escrow Agent signed or presented by the proper party, and it need of investigate any fact or matter stated in such notice, instruction, request, certificate or opinion. S d n 9. Partial Invalidit In' the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Secti Dn 10. Successors. Whenever herein the City or the Escrow Agent are named or referred to, such provision shall be deemed to include any successor of the City or the Escrow Agent, respectively, whether so expressed or not. All the stipulations, obligations and agreements by or on behalf of, E nd other provisions for the benefit of the City or the Escrow Agent contained herein: (a) shall bind and inure to the benefit of any such successor; and (b) shall bind and inure to the benefit of any officer,board, authority, agent or instrumentality tc whom or to which there shall be transferred by or in accordance with law any right,power or duty f the City or the Escrow Agent,respectively, or of its successor, the possession of which is necessary or appropriate to comply with any such stipulations, obligations, agreements or other provisions hereof Secti n 11. Notice to Bondowners. The Escrow Agent hereby agrees to mail by first class mail, as soon as practicable after the amount specified in Section 3 hereof has been deposited with the Escrow Agent, a notice to the owners of the Refunded Bonds in substantially the form specified in Exhibit `B" attached hereto. Sect on 12. Unclaimed Funds. Notwithstanding any other provision of this Agreement, any moneys held by the Escrow Agent hereunder in trust for the payment of the principal 000188 A of, interest on, and redemption premium, if any,with respect to the Refunded Bonds and remaining unclaimed for one(1)year after the principal of all of the Refunded Bonds shall have become due for payment, shall then.be repaid to the City and the owners of the Refunded Bonds shall thereafter be entitled to look only to the City for the payment thereof, and liability of the Escrow Agent with respect to such moneys shall thereupon cease. In the event of the payment of any such moneys to the City as aforesaid,the owners of the Refunded Bonds secured hereby with respect to which such moneys are paid shall thereafter be deemed to be unsecured creditors of the City. Notwithstanding the foregoing, the Escrow Agent shall, upon the written request of the City, repay such moneys to the City at any time earlier than the expiration of such one(1)year period, if the City delivers to the Escrow Agent the opinion of a nationally recognized bond counsel firm that failure to pay such moneys to the City at such earlier time shall give rise to the operation of any escheat statue under applicable law. Section 13. Resignation of Escrow Agent. The Escrow Agent may resign by giving written notice to the City of its intention to resign and of the proposed date of resignation, which shall be a date not less than thirty (30) days after mailing of such notice. Upon receiving such notice of resignation,the City shall promptly appoint a successor Escrow Agent by an instrument in writing; provided, however, that in the event the City fails to appoint a successor Escrow Agent within thirty(30) days following receipt of such written notice of resignation, the Escrow Agent may petition the appropriate court having jurisdiction to appoint a suc- cessor Escrow Agent. Any resignation of the Escrow Agent shall.become effective upon acceptance of appointment by the successor Escrow Agent. Any successor Escrow Agent shall be a bank or trust company doing business and having an office in Los Angeles or San Francisco, California, having a combined capital (exclusive of borrowed capital)and surplus of at least$50,000,000, and be subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus set forth in its most recent report of condition so published. Section 14. Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as an original and shall constitute and be but one and the same instrument. Section 15. Amendments, Changes and Modifications. This Agreement may not be effectively amended, changed, modified, altered or terminated without the written agreement of all parties hereto. This Agreement may be amended by a supplemental agreement to cure, correct or supplement any ambiguous or defective provision contained herein, or in regard to questions arising hereunder as the parties hereto may deem necessary or desirable, and which shall not adversely affect the interests of the owners of the Refunded Bonds, without the consent of such owners. This RVPUB"\53786 -5 000189 Agreement may not be otherwise modified or amended without the written consents of the owners of at least sixty percent(60%) in aggregate principal amount of the Refunded Bonds which are then outstanding. Any modification or amendment which requires the consent of the owners of the Refunded Bonds shill be effected in substantial compliance with the provisions of Section 8.03 of the Fiscal Agent Agreement. Section 16. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 17. Headings. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. Sect n 18. Notices. Any notices or filings required to be given or made under this Agreement shall be served, given or made in writing upon the City by personal delivery or registered mail addressed to: City of Atascadero 6500 Palma Avenue Atas adero, CA 93422 Attention: Finance Director and upon the Escrox Agent by personal delivery or registered mail addressed to: BN Western Trust Company 700 South Flower Street, Suite 500 Los Angeles, California 90017-4104 Attention: Corporate Trust Services or at such other pla a as may be designated by any party in writing. RVPU13WKAB\53786 -6- 000190 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date and year first above written. CITY OF ATASCADERO By: Director of Finance BNY WESTERN TRUST COMPANY, as Escrow Agent By: Authorized Officer RVPUB\KAB\53786 -7- 000191 EXHIBIT"A" INVESTMENT OF ESCROW FUND RVPUBT,AB\13786 A-1 000192 EXHIBIT B FORM OF NOTICE TO BONDOWNERS NOTICE TO THE OWNERS OF CITY OF ATASCADERO CAMINO REAL IMPROVEMENT PROJECT (SAN LUIS OBISPO, CALIFORNIA) LIMITED OBLIGATION IMPROVEMENT BONDS Dated: July 8, 1993 NOTICE IS HEREBY GIVEN to the owners of the City of Atascadero Camino Real Improvement Project Limited Obligation Improvement Bonds, dated July 8, 1993, that there has been credited to the account of BNY Western Trust Company,as escrow agent (the"Escrow Agent"), moneys and federal securities the principal of which when due, together with the interest to accrue thereon to the date of maturity thereof, calculated by and on behalf of the City of Atascadero (the "City"), are sufficient to provide moneys which shall be sufficient and available to pay and discharge the indebtedness on all of said Bonds by paying when due the principal of and premium and interest on said Bonds on March 2, 1999, and redeeming on that date the remaining outstanding maturities of said Bonds. Notice is also given that the City has notified the Escrow Agent that all liability of the City in respect of said Bonds has ceased, terminated and been completely discharged and the owners thereof are entitled•only to payment out of the moneys and federal securities credited to the account of the Escrow Agent as aforesaid for their payment. Dated this day of , 1999. CITY OF ATASCADERO By: BNY WESTERN TRUST COMPANY, as Escrow Agent RVPUB\KM\53786 B-1 000193 CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate(the"Disclosure Certificate")is executed and delivered by the City of Atasc dero (the"Issuer") in connection with the issuance of$ City of Atascadero,Limited Obligation Refunding Improvement Bonds (Camino Real Improvement Project) (the`Bonds"). The Bonds are being issued pursuant to a Resolution Authorizing Issuance of Bonds, adopted by the City Council of the Issuer on January 12, 1999 and a Fiscal Agent Agreement dated as of January 1, 1999(the"Fiscal Agent Agreement")by and between the Issuer and BNY Western Trust Company, as paying agent (the"Paying Agent"). The Issuer hereby covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriters in complying with SEC Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Resolution of Issuance which appy to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Disseminat on Agent" shall mean the Issuer, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for the p rposes of the Rule. Information on the National Repositories as of a particular date is available on the Internet as www.sec.gov/consumer/nrmsir.htm. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the ule in connection with offering of the Bonds. "Repository" shall mean each National Repository and each State Repository. 000194 RVPU]3\KAB\53733 1 Rule shall mean 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. "State Repository" shall mean 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 Issuer shall, or shall cause the Dissemination Agent to, not later than 270 days after the end of the Issuer's fiscal year, commencing with the report for the 1997/98 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 fifteen(15)Business Days prior to said date, the Issuer shall provide the Annual Report to the Dissemination Agent(if other than the Issuer). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other informa- tion as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if not available by that date. If the Issuer'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 Issuer is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the Issuer shall send a notice to the Municipal Securities Rulemaking Board 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 date for providing the Annual Report the name and address of each National Repository and each State Repository, if any; and (ii) if the,Dissemination Agent is other than the Issuer, file a report with the Issuer 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 Issuer's Annual Report shall contain or incorporate by reference the following: (a) 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. 000195 RVPUB\KAB\53733 2 (b) The following information regarding the Bonds: (i) Principal amount of Bonds outstanding; (ii) Balance.in Prepayment Account of Redemption Fund; (iii) Balance in Redemption Fund; (iv) Balance in Reserve Fund and statement of Reserve Requirement; (v) Information regarding the annual special assessment installment, amount collected, delinquent amount and percent delinquent for the most recent fiscal year; (vi) Status of foreclosure proceedings and summary of results of foreclosure sales, if available; and (vii) Identity of any delinquent property owner representing more than 10% of levy and value to lien ratios of applicable properties (using assessed values unless more accurate information is available). (c) In addition to any of the information expressly required to be provided under paragraphs O and(b)of this Section,the Issuer shall provide such further information, if any, as may be iecessary to make the specifically required statements, in the light of the circumstanc s under which they are made, not misleading. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by referenc is a final official statement, it must be available from the Municipal Securities Rulemaking Board.' The Issuer shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given,not ce of the occurrence of any of the following events with respect to the Bonds, if material: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults; (iii) Unscheduled draws on debt service reserves reflecting financial diffic ulties; (iv) Unscheduled draws on credit enhancements reflecting financial diffic ulties; 00019E RVPUB\K"\53733 3 (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions or events affecting the tax-exempt status of the security; (vii) Modifications to rights of security holders; (viii) Contingent or unscheduled bond calls; (ix) Defeasances; and (x) Release, substitution or sale of property securing repayment of the securities. (b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall as soon as possible determine if such event would be material under applicable Federal securities law. (c) If the Issuer determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the Issuer.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)(viii) and (iv) need not be given under this subsection any earlier than the notice(if any) of the underlying event is given to holders of affected Bonds pursuant to the Resolution of Issuance. Section 6. Termination of Reporting Obligation. The Issuer's obligations under this o g Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 7. Dissemination Agent. The Issuer 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. The initial Dissemination Agent shall be the Issuer. Section 8. Amendment Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer 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 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 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and 000197 RVPUB\KAB\53733 4 (c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the anner provided in the Resolution of Issuance, or(ii) does not,in the opinion of the Paying Agent or nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds. If the annualfinancial 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 hereto 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 amend nent 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 principle 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 Issuer 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 Issuer 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 Ar nual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or n tice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Disclosure Certificate to upda a 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 Issuer to comply with any provision of this Disclosure Certificate any holder.or beneficial owner of the Bonds may take such actions as maybe necessary anappropriate,including seeking mandate or specific performance by court order, . to cause the Issuer 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 Paying Agent Agreement or any Supplemental Paying Agent Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. Section 11. Duties. Immunities and Liabilities of Dissemination A gent. The Dissemination Agent shall have only duties as are specifically set forth in this Disclosure Certificate, and the Issuer 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 000198 RVPUB\KAB153733 5 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 Issuer under this Section shall.survive'resignation or removal of the Dissemination Agent and payment of the Bonds. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer,the Dissemination Agent,the Participating Underwriters and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. Section 13. Future Determination of Obligated Persons. In the event that the Securities Exchange Commission amends, clarifies or supplements the Rule in such a manner that requires any landowner within the District to be an obligated person as defined in the Rule, nothing contained herein shall be construed to require the Issuer to meet the continuing disclosure requirements of the Rule with respect to such obligated person and nothing in this Disclosure Certificate shall be deemed to obligate the Issuer to disclose information concerning any owner of land within the District except as required as part of the information required to be disclosed by the Issuer pursuant to Section 4 and Section 5 hereof Date: , 1999 CITY OF ATASCADERO By: 000199 RVPUB\KAB\53733 6 EXHIBIT A OTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Atascadero Name of Bond Issue: $ City of Atascadero, (Camino Real Improvement Project) Date of Issuance: ' 1999 NOTICE IS HEREBY GIVEN that has not provided an Annual Report with respect to the above-named Bonds as required by a Continuing Disclosure Certificate dated J, 1999 relating to the Bonds. The undersigned anticipates that the Annual Report will be filed by Dated: CITY OF ATASCADERO By: 060200 RVPU13W-M\53733 A-1 CITY OF ATASCADERO CAMINO REAL IMPROVEMENT PROJECT 1999 LIMITED OBLIGATION REFUNDING IMPROVEMENT BONDS BOND PURCHASE CONTRACT [Date to Come] City Council City of Atascadero 6500 Palma Avenue Atascadero, CA 93422 Attn: City Manager Honorable Members of the Council: The undersigned, Siedler Fitzgerald Public Finance(the"Underwriter") offers to enter into this bond purchase contract(the"Purchase Contract")with the City of Atascadero (the"City"), with respect to the Camino Real Improvement Project(the"District")which will be binding upon the City and the Underwriter upon the acceptance hereof by the City. This offer is made subject to its acceptance by the City by execution of this Purchase Contract and its delivery to the Underwriter on or before 4:00 p.m., California time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Underwriter upon written notice delivered to the City at any time prior to the acceptance hereof by the City. All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Fiscal Agent Agreement dated as of January 1, 1999 ("Fiscal Agent Agreement")between the City and BNY Western Trust Company ("Fiscal Agent"). 1. Purchase and Sale. Upon the terms and conditions and upon the basis of representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City for offering to the public, and the City hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of$ aggregate principal amount of City of Atascadero Camino Real Improvement Project 1999 Limited Obligation Refunding Improvement Bonds (the "Bonds"), at a purchase price of$ (the aggregate principal amount of the Bonds less$ of Underwriter discount). The Bonds shall be dated the Closing Date(as defined herein) and shall have the maturities and bear interest at the rates per annum shown on Appendix A hereto. Payment for and delivery of the Bonds, and the other actions contemplated 000201 RVPUB\KAB\54075 hereby, shall take pla' a on the"Closing Date"which date is (or such other date as may be agreed to between the City and the Underwriter). 2. Authorization Instruments and.Law. The Bonds shall be substantially in the form described in, and sh' ll be issued and secured under the provisions of; the Fiscal Agent Agreement. The Bonds and interest thereon shall be secured by a pledge of certain proceeds of, and payable from, reassessments (the `Reassessments") assessed and collected by the City in accordance with the reassessment diagra adopted by the City Council on December 22, 1998 (the"Resolution"). The Bonds shall be subject to redemption as provided in the Fiscal Agent Agreement. The Bonds are being issued pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 (commencing with section 9500) of the Streets & Highways Code of the State of California (the "Act"). The Bonds shall be as described in the Fiscal Agent Agreement and the Official Statement relating to the Bond (which,together with all appendices attached thereto and such amendments or supplements thereto which shall be approved by the Underwriter and the City, is hereinafter called the"Official Statement"). The proceeds of the Bonds shall be used by the City to (i) advance refund and legally defease the City's outstanding Camino Real Improvement Project Limited Obligation Improvement Bonds(the"Prior Bonds"); (ii)fund a Reserve Fund, and (iii) pay costs incurred in connection with the issuance, sale and delivery of the Bonds. A portion of the proceeds of the Bonds will be deposited in an escrow fund under an Escrow Agreement the"Escrow Agreement")dated as of January 1, 1999, by and between the City and BNY Westernrust Company(the"Escrow Bank"), and used solely to pay the principal of and interest on the Prior Bonds and the redemption price on the redemption date thereof. 3. Pub is Offering. The Underwriter agrees to make a bona fide public offering of all the Bonds initially at the public offering prices (or yields) set forth on Appendix A attached hereto and by this reference incorporated herein. Subsequent to the initial public offering, the Underwriter reserves the right to ohange the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. 4. Delivery of Official Statement. As soon as practicable and no later than seven(7) business days after its acceptance hereof the City shall deliver to the Underwriter such reasonable number of copies o the Official Statement as the undersigned may request in order to comply with Rule 15c2-12 of the Securities and Exchange Commission, applicable Municipal Securities Rulemaking Board rules and other regulatory requirements relating to the issuance and sale of the Bonds. The City hereby authorizes the use of the Official Statement in connection with the public offering and s' a of the Bonds. The City also consents to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement of the City dated , 1999 . relating to the Bonds (which, together with all appendices thereto, is herein called the"Preliminary Official Statement")in connection with the public offering of the Bonds. The City hereby ratifies the RVPUB\KAB\54075 -2- 000'202 use by the Underwriter of the Preliminary Official Statement, the Fiscal Agent Agreement, and other documents or contracts to which the City or the Assessment District is a party, including this Purchase Contract, and all information contained therein, and all other documents, certificates, and written statements-furnished by the City, to the Underwriter in connection with the transactions contemplated by this Purchase Contract, or in connection with the offer and sale of the Bonds by the Underwriter. The City represents that the Preliminary Official Statement, at the time of its distribution by the Underwriter, was and is a"near-final" Official Statement within the meaning of Rule 15c2-12 issued by the Securities and Exchange Commission, except for the omission of no more than the following information: the offering price(s), interest rate(s), selling compensation, aggregate principal amounts,principal amount per maturity and delivery date. It is an express condition of the offer of the Underwriter made hereby that the City deliver the Official Statement, in a form deemed by it to be final, within seven business days of the date hereof; and the delivery of an Official Statement executed by representatives of the City shall conclusively establish thatthe City deems the document so delivered to be final. A failure of the City to comply1 with the requirements of the preceding sentence shall entitle the Underwriter to rescind its offer hereunder. To assist the Underwriter in complying with the Securities and Exchange Commission Rule 15c2-12(b)(5), the City will undertake pursuant to the Fiscal Agent Agreement and pursuant to that certain Continuing Disclosure Certificate, in the form attached to the Official Statement as Appendix F(the"Continuing Disclosure Certificate"),to provide annual reports and notices of certain events. A description of this undertakings is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement. 5. City Representations,Warranties and Covenants. The City represents, warrants and covenants to the Underwriter that: (a) Due Organization, Existence and Authority of City. The City is a municipal corporation duly organized and existing under the Constitution and.laws of the State of California (the"State"), and has, and at the Closing Date will have, full legal right, power and authority(i)to enter into this Purchase Contract, (ii) to enter into the Fiscal Agent Agreement and the Escrow Agreement, (iii) to deliver the Continuing Disclosure Certificate, (iv) to issue, sell and deliver the Bonds to the Underwriter as provided herein, and (v)to carry out and consummate the transactions on its part contemplated by this Purchase Contract,the Resolution, the Escrow Agreement, the Fiscal Agent Agreement, and the Official Statement. The Fiscal Agent Agreement, the Continuing Disclosure Certificate, and this Purchase Contract are collectively referred to herein as the "City Documents." (b) Due Authorization and Approval of Cit. By all necessary official action of the City, the City has duly authorized and approved the adoption or execution and delivery by the City of, and the performance by the City of the obligations on its part contained in, the City h the Documents and has approved the use b Underwriter of the Preliminary Official Statement and . PP Y rY the Official Statement and, as of the date hereof, such authorizations and approvals are in full force and effectn been amended modified or rescinded n and have of b When executed and delivered by the 000203 RVpUB\KAB\54075 -3- parties thereto,the E onds and the City Documents will constitute the legally valid and binding limited obligations of the City enforceable upon the City in accordance with their respective terms, except as enforcement may a limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors rights generally. The City has complied, and will at the Closing a in compliance in all respects, with the obligations on its part to be performed on or prior to the Closing Date under the City Documents. (c) Official Statement Accurate. The information with respect to the City, governmental appro als of the City, the Assessment District, the Bonds and the City Documents in the sections of the Official Statement "INTRODUCTION," "THE BONDS," "SECURITY FOR THE BONDS," HE BONDS," "CONTINUING DISCLOSURE," "THE ASSESSMENT DISTRICT" and"The City of Atascadero" in Appendix D thereto, is, and at all times subsequent to the date of the Official Statement up to and including the Closing Date will be, true and correct in all material respects, End such information does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, In the light of the circumstances under which they were made, not misleading. (d) Consent to Amendments and Supplements to Official Statement. The City will advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and will not effect or consent to any such amendment or supplement without the consent of the Underwriter, which consent will not be unreasonably withheld. The City will advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (e)' Agreement to Amend or Supplement Official Statement. If, at any time within 90 days after the lal er of the Closing Date or the end of the underwriting period, any event occurs as a result of which the Official Statement as then amended or supplemented would include an untrue statement of a mat rial fact, or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, and, in tt e reasonable opinion of the Underwriter, an amended or supplemented Official Statement should t a delivered in connection with the offers or sales of the Bonds to reflect such event,the City prom tly will prepare, at the expense of the City, an amendment or supplement which will correct such stat ment or omission. Underwriter shall promptly notify the City in.writing of the end of the underwriting period. (f) No Breach or Default. As of the time of acceptance hereof and as of the Closing Date, except as otherwise disclosed in the Official Statement, the City is not or will not be in breach of or in de It under any applicable Constitutional provision, law or administrative rule or regulation of the State or the United States, or any applicable judgment or decree or any trust agreement, loan ag eement, bond, note, resolution, ordinance, agreement or other instrument to which the City is a p or is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both,would constitute a default or event of default under any such instn iment which breach, default or event could have an adverse effect on the City's ability to perform it obligations under the Bonds, and the City Documents; and, as of such times, RVPUB\KAB\54075 -4- 000204 except as disclosed in the Official Statement, the authorization, execution and delivery of the Bonds and City Documents and compliance by the City with obligations on its part to be performed in each of such agreements or instruments does not and will not conflict with or constitute'a breach of or default under any applicable constitutional provision, law or administrative rule or regulation of the State,or the United States, or any applicable judgment, decree, license, permit, trust agreement,loan agreement, bond, note; resolution, ordinance, agreement or other instrument to which the City(or any of its officers in their respective capacities as such) is subject, or by which it or any of its properties is bound, nor will any such authorization, execution, delivery or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of its assets or properties or under the terms of any such law, regulation or instrument, except as may be provided by the City Documents. (g) No Litigation. At the time of acceptance hereof and as of the Closing Date there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,government agency, public board or body (collectively and individually, an"Action') pending with respect to which the City has been served with process or to the best knowledge of the City threatened, in which any such Action(i) in any way questions the corporate existence of the City or the titles of the officers of the City to their respective offices, (ii)in any way questions the formation or existence of the Assessment District, (iii) affects, contests or seeks to prohibit, restrain or enjoin the issuance or delivery of any of the Bonds, or the payment or collection of any amounts pledged or to be pledged to pay the principal of and interest on the Bonds, or in any way contests or affects the validity of the City Documents or the consummation of the transactions on the part of the City contemplated thereby, or contests the exclusion of the interest on the Bonds from federal or state income taxation or contests the powers of the City or its authority, to assess and collect the Reassessments, (iv)which may result in any material adverse change relating to the financial condition of the City, or(v)contests the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or assents that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances upon which they were made, not misleading; and as of the time of acceptance hereof and as of the Closing Date, to knowledge of the officer of the City executing this Purchase Contract, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i)through (v) of this sentence. (h) Further Cooperation: Blue Slcy. The City will furnish such information, execute such instruments and take such other action at the expense of and incooperation with the Underwriter as the Underwriter may reasonably request in order(i)to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best effects to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the City will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction. 000205 RVPUB\KAB\54075 -5- (i) Bonds Issued Pursuant to Fiscal Agent Agreement. The Bonds, the Fiscal Agent Agreement, t ie Escrow Agreement, the Resolution and City Documents conform as to form and tenor to the descriptions thereof contained in the Official Statement. The City represents that the Bonds,when issued, executed and delivered in accordance with the Fiscal Agent Agreement and sold to the Underwriter as provided herein, will be validly issued and outstanding limited obligations of the City, entitled to I he benefits of the Fiscal Agent Agreement and the security of the pledge of the proceeds of the levy of the Reassessments received by the City. The Fiscal Agent Agreement creates a valid pledge of the monies in certain funds and accounts established pursuant to the Fiscal Agent Agreement, including the investments thereof, subject in all cases to the provisions of the Fiscal Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein. 0) Reassessments. The Reassessments constituting the security for the Bonds have been duly and lawfully authorized and may be assessed under the Act and the Constitution and the applicable laws of the State of California, and pursuant to the Act such Reassessments, when assessed,will, pursuant to the Act, constitute a valid and legally binding lien on the properties upon which they have been assessed. (k) Consents and Approvals. All authorizations, approvals, licenses, permits, consents, elections, d orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required by Closing Date for the due authorization of,which would constitute a condition precedent to or the absence of which would adversely affect th due performance by the City of, its obligations in connection with the City Documents have been duly obtained or made and are in full force and effect, except the filing of form 8038-G with the Internal Revenue Service, however such form shall be filed by the City in a timely manner so as to entire the tax-exempt status of the Bonds. (1) No Other Bonds. Between the date of this Purchase Contract and the Closing Date,the City will not offer or issue any bonds, notes or other obligations for borrowed money not previously disclosed to the Underwriter. (m) No Transfer Taxes. The issuance and sale of the Bonds is not subject to any transfer or other documentary stamp taxes of the State or any political subdivision thereof. (n) No Adverse IRS Listing. The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the City is a bond issuer whose arbitrage certificati ns may not be relied upon. (o) Certificates. Any certificate signed by any authorized officer of the City or the Assessment District and delivered to the Underwriter in connection with the issuance and sale of the Bonds shall be deemed to be a representation and covenant by the City or the Assessment District, respectively, to the Underwriter as to the statements made therein. (p) Bond Proceeds. The City will apply the proceeds of the Bonds in accordance with the Fiscal Agent Agreement. 000206 RVPUB\KAB\54075 -6- (q) Public Debt. Except as disclosed in the Official Statement, to the knowledge of the officer of the City executing this Agreement and without investigation of any kind, no other public debt secured by a tax or assessment levied by the City on the land in the Assessment District is in the process of being authorized and no assessment districts or community facilities districts have been or are in the process of being formed by the City which include any portion of the land within the Assessment District. All outstanding debt and all authorized but unissued debt of the City or the City on behalf of the Assessment District which is applicable to the property within the Assessment District is accurately described in the Official Statement. 6. The Closing. At 10:00 a.m.,Pacific time, on the Closing Date, or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the City and the Underwriter, (i)the City will deliver the Bonds to the Underwriter at the offices of The Depository Trust Company("DTC")in New York,New York, in definitive form, bearing CUSIP numbers, and duly executed by the City and authenticated by the Fiscal Agent as provided in the Fiscal Agent Agreement, and (ii)the City will deliver the closing documents hereinafter mentioned at the offices of Best Best & Krieger LLP, Riverside, California or another place to be mutually agreed upon by the City and the Underwriter. The Underwriter will accept delivery and pay the purchase price of the Bonds as set forth in Section hereof in federal funds payable to the order of the City or its designee. These payments and deliveries, together with the delivery of the aforementioned documents, are herein called the"Closing." The Bonds will be delivered in such denominations and deposited in the account or accounts specified by the Underwriter pursuant to written notice not later than five (5) business days prior to the Closing. The Bonds will be made available to the Underwriter for inspection and packaging not less than 24 hours prior to the Closing. 7. Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the'representations and covenants herein and the performance by the City of its obligations hereunder,both as of the date hereof and as of the date of the Closing. The Underwriter's obligations under this Purchase Contract are and shall be subject to the following additional conditions: (a) Ci, Bring-Down Representations. The representations and covenants of the City contained herein shall be true and correct at the date hereof and at the time of the Closing, as if made on the Closing Date. (b) Executed Agreements and Performance Thereunder. At the time of the Closing (i) the City Documents shall be in full form and effect, and shall not have been amended, modified or supplemented except with the written consent of the Underwriter, (ii)there shall be in full force and effect such resolutions (the"Authorizing Resolutions") as, in the opinion of Best Best &Krieger("Bond Counsel"), shall be necessary on or prior to the Closing Date in connection with the transactions on the part of the City contemplated by this Purchase Contract,the Official Statement and the City Documents, (iii)the City shall perform or have performed its obligations required or specified in the City Documents to be performed at or prior to Closing, and (iv)the Official Statement shall not have been supplemented or amended except as otherwise may have been agreed to in writing by the Underwriter. RVPUH\KA6\54075 -7- 00020'7 (c) No Default. At the time of the Closing, no default shall have occurred or be existing under this Purchase Contract, the resolutions authorizing the issuance of the Bonds or the City Documents and he City shall not be in default in the payment of principal or interest on any of its bonded indebtedness which default shall adversely.impact the ability of the City or the Assessment District to make payments on the Bonds. (d) Closing_Documents. At or prior to the Closing, the Underwriter shall have received each of the documents required under Section 8 below. (e) Termination Events. The Underwriter shall have the right to terminate this Purchase Contract, without liability therefor, by written notification to the City if at any time at or prior to the Closing: (i) any event shall occur which causes any statement contained in the Official Statement to be materially misleading or results in a failure of the Official Statement to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading; or (ii) the marketability of the Bonds or the market price thereof, in the opinion of the.Underwriter, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State, or the amendment of legislation pending as of the date of this Purchase Contract in the Congress of the United States, or the reco nmendation to Congress or endorsement,for passage (by press release, other form of notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United Stats Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Comrnittee, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for-passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any Federal or state court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Sery ce or other federal or State authority materially adversely affecting the federal or State tax status of the City, the interest on bonds or notes or obligations of the general character of the Bonds or the market price of the Bonds; or (iii) legislation shall be enacted by the Congress of the United States, or a deci ion by a court of the United States shall be rendered, or a stop order, ruling, regu ation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject RVPUB\KAB\54075 -8- 000208 matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the�Bonds, including all underlying obligations, as contemplated hereby or by the Statement, is in violation or would be in violati r that obligations of the Official Sta n of 0 o g general character of the Bonds, or the Bonds, are not exempt from registration under, any provision of the federal securities laws, including the Securities Act of 1933,as amended and as then in effect, or that the Fiscal Agent Agreement needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or (iv) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange which restrictions materially adversely affect the Underwriter's ability to market the Bonds; or (v) a general banking moratorium shall have been established by federal or State authorities; or (vi) the United States has become engaged in hostilities which have resulted in a declaration of war or a national emergency or there has occurred any other outbreak of hostilities or a national or international calamity or crisis, financial or otherwise,the effect of such outbreak, calamity or crisis on the financial markets of the United States, being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds(it being agreed by the Underwriter that there is no outbreak, calamity or crisis of-such character as of the date hereof); or (vii) there shall be in force a general suspension of trading on the New York Stock Exchange. 8. Closing Documents. At or prior to the Closing, the Underwriter shall receive the following documents; (a) Bond Opinion. An approving opinion of Bond Counsel, dated the date of the Closing and substantially in the,form included as Appendix E to the Official Statement, together with a letter from such counsel, dated the date of the Closing and addressed to the Underwriter, to the effect that the foregoing opinion addressed to the City may be relied upon by the Underwriter to the same extent as if such opinion were addressed to them. (b) Supplemental Opinion. A supplemental opinion of Bond Counsel addressed to the Underwriter, in form and substance acceptable to counsel for the Underwriter, and dated the date of the Closing to the following effect: (i) This Purchase Contract has been duly authorized, executed and delivered by the City and constitute the legal,valid and binding obligations of the City, enforceable in accordance with their respective terms, except as enforcement thereof RVpUB\KAB\54075 -9- 000209 may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors rights, or by the application of equitable principles if equitable remedies are sought. (ii) The District is duly organized and validly existing as a community facilities district under the laws of the State of California. (iii) The Bonds conform as to form and tenor to the description thereof contained under the caption "THE BONDS" in the Official Statement, and the statements contained in the Official Statement under the captions "THE BONDS," "SE URITY FOR THE BONDS," "THE ASSESSMENT DISTRICT," "TAX E MPTION" and "SUMMARY OF FISCAL AGENT AGREEMENT" in App ndix C, and "FORM OF BOND COUNSEL OPINION" in Appendix E are accurate insofar as such statements purport to summarize certain provisions of the Act, the Bonds, the Fiscal Agent Agreement, the Escrow Agreement or applicable provisions of the United States Internal Revenue Code; and (iv) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Fiscal Agent Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. v As a result of the deposit and application of a portion of the proceeds ( ) p PP P of tie Bonds and other amounts described in the Escrow Agreement, as of the Closing Date, and assuming the sufficiency of the amounts deposited for such purposes, the Prior Bonds have been deemed paid in full and are no longer Out tanding under and within the meaning of the fiscal agent agreement authorizing the i'suance thereof, and the lien of the Prior Bonds on the Reassessments levied and collected within the Assessment District, has been defeased and discharged. (c) City Attorney Opinion. An opinion, dated the date of Closing and addressed to the Underwriter, Ron A. Hanley, City Attorney substantially in the form of Appendix C hereto: (d) CiV Certificate. A certificate of the City, on behalf of the Assessment District, dated the date of the Closing, addressed to the Underwriter and signed by the City Manager ratifying the use of and distribution by the Underwriter of the Preliminary Official Statement and the.Official Statement in Gonne tion with the offer and sale of the Bonds, and to the effect that: (i) The representations and warranties of the.City contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing; (ii) The Bond Resolution and City Documents are in full force and effect and have not been amended, modified or supplemented; 000210 RVPUB\KAB\54075 -10- (iii) Except as described in the Official Statement, there is no action, suit, proceeding or investigation before any court, public board or body pending, with respect to which the City has been served with process, or threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation,organization, existence or powers of the City,or the titles of its,members, respectively, and officers to their respective offices; (b) enjoin or restrain the issuance, sale and delivery of the Bonds, the assessment or collection of the Reassessments or any other monies or property pledged or to be pledged under the Fiscal Agent Agreement, or the pledge thereof, (c) in any way question or affect any of the rights, powers, duties or obligations of the City with respect to the Reassessments or monies and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds; (d)in any way question or affect any authority for the issuance of the Bonds, or the validity or enforceability of the Bonds or the proceedings relating to the issuances of the Bonds; or (e) in any way question or affect this Agreement or the transactions contemplated by this Agreement, the Official Statement or the City Documents. (iv) The information regarding the City and the Assessment District in the Official Statement under the headings "INTRODUCTION," "THE BONDS," "SECURITY FOR THE BONDS," "CONTINUING DISCLOSURE," "THE ASSESSMENT DISTRICT,""PROPERTY OWNERSHIP AND DEVELOPMENT and "THE CITY OF ATASCADERO" in Appendix D to the Official Statement, is `true and correct and does 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 are made, not misleading; (v) The City has complied with all agreements and covenants, and satisfied all conditions, on its part to be complied with or satisfied hereunder at or prior to the Closing; and (vi) No event affecting the City has occurred since the date of the Official Statement which should be disclosed in the Official Statement in order to make the statements therein with respect to the City not misleading in any material respect. (e). Fiscal Agent's Certificate. A Certificate of the Fiscal Agent, dated the date of Closing, addressed to the City and the Underwriter, in form and substance acceptable to counsel for the Underwriter to the following effect: (i) The Fiscal Agent is duly organized and existing as a national banking association in good standing under the laws of the United States, having the full power and authority to accept and perform its duties under the Fiscal Agent Agreement; 000211 RVPU8\nB\59075 -11- (ii) Pursuant to the Fiscal Agent Agreement, the Fiscal Agent will apply the proceeds from the Bonds to the purposes specified in the Fiscal Agent Agreement; (iii) The Fiscal Agent is duly authorized to accept the obligations created by the Fiscal Agent Agreement and to authenticate the Bonds pursuant to the terms of the Fiscal Agent Agreement; and (iv) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Fiscal Agent that has not been obtained is or will be required for the authentication of the Bonds or the consummation by the Fiscal Agent of the other transactions contemplated to be performed by the Fiscal Agent in connection with the authentication of the Bonds and the acceptance and performance of the obligations created by the Fiscal Agent Agreement. (f) Escrow Bank's Certificate. A certificate of the Escrow Bank, dated the date of Closing, in form and substance acceptable to Underwriter's Counsel, to the following effect: (i) The Escrow Bank is a bank duly organized and existing as a national banking association in good standing under the laws of the State of California,-having the fitlI corporate power and authority to enter into and perform its duties under the Escrow Agreement; (ii) The Escrow Bank is duly authorized to enter into the Escrow Agreement; and (iii) To its best knowledge, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or governmental agency, public-board or body pending against the Escrow Bank or threatened against the Escrow Bank which in the reasonable judgment of the Escrow Bank would affect the existence of the Escrow Bank or in any way contesting or affecting the validity or enforceability of the Escrow Bank's duties under the Escrow Agreement or contesting the powers of the Trustee or its authority to enter into and perform its obligations under the Escrow Agreement: (g) Disclosure Counsel's Opinion. An opinion, dated the date of the Closing addressed to the City and the Underwriter, of Best Best&Krieger LLP, disclosure counsel, to the effect that although such counsel have not verified and are not passing upon, and do not assume any responsibility for,the accuracy, completeness or fairness of the information contained in the Official Statement, they have participated in the preparation of the Official Statement and without independent verificat on, no facts came to their attention that caused them to believe that the Official Statement(except for financial, engineering and statistical data contained therein or included therein by reference or an), litigation disclosed therein, as to which they express no view) as of its date contained any untrue statement of a material fact or omitted to state a material fact required to be 000212 RVPUB\KAB\54075 -12- stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (h) Transcripts. ,Two transcripts of all proceedings relating to the authorization and issuance of the Bonds: (i) Continuing Disclosure Certificate. The Continuing Disclosure Certificate shall have been executed by the City and the Fiscal Agent in form and content satisfactory to the Underwriter. (j) Official Statement. The Official Statement and each supplement or amendment, if any, thereto, executed on behalf of the City by a duly authorized officer of the City. (k) City Resolutions. Two copies certified by the City Clerk of the City, of each resolution of the City relating to the City Documents, the transactions contemplated thereby, formation of the Assessment District and issuance of the Bonds, and provided that such resolutions may be contained in the transcripts provided pursuant to Paragraph 8(i) above. (1) Form 8038. Evidence that the federal tax information form 8038-G has been prepared by Bond Counsel for filing. (m) Nonarbitrage Certificate. A nonarbitrage certificate prepared by Bond Counsel and satisfactory to the Underwriter. (n)` CDIAC Statement. A copy of the Notice of Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 8855(g) of the Government Code. (o) Certificate of Reassessment Engineer. A certificate of the Reassessment Engineer substantially in the form of Appendix B hereto, dated the date of Closing and addressed to the Underwriter and the City. (p) Additional Documents. Such additional legal opinions, certificates,instruments and other documents as the Underwriter or their counsel may reasonably deem necessary. If the City shall be unable to satisfy the conditions contained in this Purchase Contract, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contrast shall terminate and none of the Underwriter or the City shall be under further obligation hereunder, except as further set forth in Section 9 hereof. 9. Costs and Expenses. (a) The Underwriter shall be under no obligation to pay, and the City shall cause to be paid from any deposits held by the City from the Developer or other funds available to the City 000213 RVPUB\KAB\54075 -13- h incident to the issuance f ' the following expenses c o the Bonds and performance of the City's obligations hereunder: (i) the costs of the preparation and printing of the Bonds; (ii) the fees and disbursements of Best Best&Krieger LLP, Bond Counsel and Disclosure Counsel; (iii)the cost of preparation, printinE and mailing of the Preliminary Official Statement and Official Statement and any supplements and imendments thereto, `including a reasonable number:of copies thereof for distribution by theUnderwriter;(iv)the fees and disbursements of accountants, advisers and any other experts or consultants retained by the City, including the fees and expenses of the Reassessment Engineer; and (v)the fees and disbursements of the City Attorney. (b) The Underwriter shall pay the following expenses: (i) all advertising expenses in connection with the public offering of the Bonds; and (ii) all other expenses, CDIAC fee, CUSIP fees, (including out-of-pocket expenses and related regulatory expenses) incurred by them or any of them in connection with their public offering and distribution of the Bonds, except as noted in Section 9(a), above. 10. Not ce. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing to such entities at 6500 Palma Avenue, Atascader , California 93422, Attention: City Manager. Any notice or other communication to be given to the Underwriter under this Purchase Contract may.be given by delivering the same in writing,to Siedler Fitzgerald Public Finance, 515 South Figueroa Street, Suite 1100, Los Angeles, California 90071, Attention: Jim Hatter. 11. Ent re Agreement. This Agreement is made solely for the benefit of the City and the Underwriter(includ' g their respective successors and assigns), and no other person shall acquire or have any right hereunder or by virtue hereof. All of the City's representations, warranties and agreements containE d in this Agreement shall remain operative and in full force and effect regardless of: (i)any investigations made by or on behalf of the Underwriter; or(ii) delivery of any payment for the Bonds pursuant o this Agreement. The agreements contained in this paragraph and in paragraph 13 shall survive any termination of this Agreement. 12. Suriival of Representations and Warranties. All representations and warranties of the parties made in, pursuant to or in connection with this Agreement shall survive the execution and delivery of thi Agreement,not, withstanding any investigation by the parties. All statements contained in any ce ificate, instrument or other writing delivered by a party to this Agreement or in connection with the transactions contemplated by this Agreement constitute representations and warranties by such party under this Agreement. 13. Counterparts. This Purchase Contract may be executed by the parties hereto in separate counterparl s, each of which when so executed and delivered shall be an original, but all such counterparts shall t:)gether constitute but one and the same instrument. 14. Sevi rability. In case any one or more of the provisions contained herein shall for any reason be held to a invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability sh 11 not affect any other provision hereof. 00021 } RVPUB\KAB\54075 -14- J 15. State of California Law Governs. The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State of California. 16. No Assignment. The rights and obligations created by this Purchase Contract shall not be subject to assignment by the Underwriter or the City without the prior written consent of the other party hereto. SIEDLER FITZGERALD PUBLIC FINANCE By: Authorized Signatory Accepted as of the date first stated above: CITY OF ATASCADERO By: City Manager 000215 RVPUB\KAB\54075 '15' ppendix A Maturity Date Principal Interest (September 2) Amount Rate Price/Yield 000216 RVPUB\KAB\54075 A-1 Appendix B CITY OF ATASCADERO CAMINO REAL IMPROVEMENT PROJECT 1999 LIMITED OBLIGATION REFUNDING IMPROVEMENT BONDS Certificate of Reassessment Engineer Siedler Fitzgerald Public Finance 515 So. Figueroa Street, Suite 1100 Los Angeles, CA 90071 City of Atascadero 6500 Palma Avenue Atascadero, CA 93422 The undersigned hereby states and certifies: 1. That he an authorized officer of Tarta lia-Hu hes Consulting Engineers (the "Reassessment Engineer")and as such is familiar with the facts herein certified and is authorized and qualified to certify the same. 2. That the Reassessment Engineer assisted the City of Atascadero (the "City) has prepared the Reassessment Diagram and the Reassessment Summary as set forth iri Appendices A and B, respectively, to the Official Statement dated , 1999 for the City of Atascadero, Camino Real Improvement Project 1999 Limited Obligation Refunding Improvement Bonds (the"Bonds"). Capitalized terms not otherwise defined herein shall be defined as provided in the Fiscal Agent Agreement dated as of January 1, 1999 between the City and the Fiscal Agent named therein. 3. That the Reassessments will annually yield sufficient revenue to make timely payments of the annual debt service on the Bonds, and annual Administrative Expenses related to the collection of the Reassessments and the expenses of the Fiscal Agent for the Bonds. 4. That all information supplied by the Reassessment for use in the Official Statement, including Appendices A and B is true and correct. Dated: TARTAGLIA-HUGHES CONSULTING ENGINEERS By: Authorized Signature 000217 Appendix Opinion of City Attorney July 28 1998 Seidler-Fitzgerald blic Finance 515 So. Figueroa Street, Suite 1100 Los Angeles, CA 9 071 City of Atascadero 6500 Palma Avenue Atascadero, CA 93422 Re: $ City of Atascadero Camino Real Improvement Project 1999 Limited Obligation Refunding Improvement Bonds Ladies and Gentlemen: I amhe City Attorney of the City of Atascadero and provide the following opinion in connection with.theissuance of the$ City of Atascadero Camino Real Improvement Project 1999 Limited Obligation Refunding Improvement Bonds (the "Bonds"). This opinion is provided pursuant to Section 8(c)of that certain Bond Purchase Contract dated as of , 1999(the"PurchaseContract")between Siedler Fitzgerald Public Finance (the"Underwriter") and the City of Atascadero(the"City"). Capitalized terms used herein shall have the meanings ascribed to them in the Purchase Contract. (1) The City is a municipal corporation duly organized and existing under the Constitution and laws of the State of California. (2) The Resolution has been duly adopted at a meeting of the City Council of the City, which was call d and held pursuant to law and with all public notice required by law and at which a quorum wa present and acting throughout. (3) The Resolution is in full force and effect and has not been modified, amended or rescinded. (4) The execution and delivery of the Fiscal Agent Agreement, the Escrow Agreement, the Continuing Disclosure Certificate and the Purchase Contract, and compliance with the provisions of thos documents under the circumstances contemplated thereby(i) do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any agreement to which the City is a party or by which it is bound, and (ii) do not and will not 000218 RVPUB\KAB\54075 C-1 in any material respect conflict with or constitute on the part of the City a violation, breach of or default under any existing law,regulation, court order or consent decree to which the City is subject. (5) The Official Statement has been duly executed on behalf of the City by an authorized officer of the City. (6) Except as stated in the Official Statement and as described in paragraph(6) of this letter,there is no action, suit, proceeding or investigation before or by any court, public board or body pending with respect to which the City has been served with process or, to my knowledge, threatened wherein an unfavorable decision, ruling or finding would: (a) affect the creation, organization, existence or powers of the City, or the titles of the City's Council members and officers to their respective offices; (b)enjoin or restrain the issuance, sale and delivery of the Bonds, the levy and collection of the Reassessments or the pledge thereof; (c) in any away question or affect any of the rights,powers, duties or obligations of the City with respect to the Reassessments or the monies and assets pledged or to be pledged to pay the principal of, premium, if any, or interest on the Bonds; (d) in any question or affect any authority for the issuance of the Bonds, or the validity or enforceability of the Bonds; or (e) in any way question or affect the Purchase Contract or the transactions contemplated by the Purchase Contract, the Official Statement, or any activity regarding the improvements financed by the Bonds. Very truly yours, City Attorney 00029 RVPUB\KAB\54075 C-2 ITEM NUMBER: C - 2 DATE: 01126/99 FISCAL IMPAC None RESPONSIBLEDEPARTMENT: City Manager's Office 000222 ITEM NUMBER: C - 2 DATE: 01/26/99 Nil iaia p ie a City Man ger's Agenda Report Wade G. McKinney Comprehensive Financial Strategy - Outside Agency Funding Requests RECOMMENDATION: Staff recommends: City Council add the following policy regarding funding outside organizational requests to the Comprehensive Financial Strategy. DISCUSSION: - Background: The City Council adopted a financial strategy in June 1998 to guide the development of the annual operating budget and its implementation. This was the first formal financial strategy the City has formulated. Recognizing the need for a clear plan to deal with the financial problems plaguing the City, staff compiled key information and made basic assumptions to fo a financial strategy. While the strategy does provide a broad framework, it does not include a f all analysis of pertinent financial information. Much of the information simply does not exit or has to be researched by hand from historical documents. It is clear from the formation that has been developed that the City's financial woes are serious and that it will take'a concerted effort over an extended time period to become financially healthy. In these haling years, it is more important than ever that the Council and staff make sound financial decisions and focus the organization's efforts on the top priorities. Simply put, Atascadero is not ir the financial position to be all things to all people or to solve problems and offer assistance outside the City's core mission. While this does not mean that the City should not consider opportunities,` especially those that create revenue or leverage City resources,the focus must be on our core mission. Generally, the City's core mission is to: ❑ Provide emergency services like fire and police; ❑ Provide and maintain the community's infrastructure like streets, sewers, parks, and public f cilities; ❑ Develop and implement required land use plans; ❑ Provide certain municipal services like building inspections, code enforcement and business licenses; ❑ Facilitat community recreation and cultural opportunities for all citizens ❑ Preservc and protect the natural environment in the City for future generations 000220 ITEM NUMBER:—C - 2 DATE: 01/26/99 ❑ Support and foster services and programs that promote economic development and • tourism within the City ❑ Maintain a support business that can administer the services listed above. The Council directed staff to expand the financial strategy by proposing a policy that would set forth circumstances in which the City would provide funds to organizations outside of the City. The City has funded a variety of worthwhile projects for organizations outside the City and provides ongoing operational funding for some organizations. The strategy described below sets forth guidelines regarding the City's participation with other organizations using general City funds. A different strategy would be used for Community Development Block Grant funds and other grant funds which might become available. Funding Outside Agency Polio The City has a real responsibility to its constituents to meet it current obligations. Because of the financial realities described in the Comprehensive Financial Strategy, it is difficult to meet those obligations. The City is rebounding from a devastating financial period and it is crucial that the City's finances be put in order before any agreement is made to provide financial support or assistance to outside organizations. Therefore, the City will not fund special requests until certain financial milestones are met. • The City will first fund the operational needs of the various departments including amounts set aside for maintenance, operation and replacement of City vehicles, facilities and other assets. As the operational funding demands are met,the City will set aside funds for an unallocated reserve account equal to 50%of the then current operations budget to allow for cash flow and operational emergencies. While the City is building the necessary unallocated reserves it will also establish reserve accounts to fund the various liabilities of the City including capital replacement deficits, risk management and payroll responsibilities. Based on the City's current financial condition, it is unlikely that the City will fund any new outside requests. When the City has developed sufficient revenues to fully fund operations, necessary reserves, and liability needs,this strategy will be revised. As an interim strategy the City will only consider funding the following from City general funds: ❑ Requests that are consistent with the operational needs and core mission of the City ❑ Requests that create revenue or reduce current expenses to the City; ❑ Requests that leverage non-City funds to benefit Atascadero; Requests that meet the criteria above will then be reviewed to determine the following: • Are other cities funding similar requests in their area; • Are there other sources of revenue available to fund the request; Is this a one-time expenditure or is it a request to fund ongoing operations. 000221 ITEM NUMBER: C - 3 DATE: 01/26/99 NA im Mrs ie a City Manager's Agenda Report Wade G. McKinney Establishment of Speed Limit RECOMMENDATION: Traffic Committee recommends that Council adopt Resolution No. 1999-004 which formally establishes a speed limit on various city streets. DISCUSSION:' Traffic and Speed Surveys are being conducted on various city streets to enable the Police Department to enforce speed with the use of radar. These surveys are conducted in a method consistent with the requirements of the California Vehicle Code (CVC) and the California Department of Transportation. Speed surveys are • onducted by using radar equipment and an unmarked vehicle to chart the speed of at least 50 vehicles in each direction along a specified section of roadway. These figures are then calculated to determine the critical speed. Critical speed is the top speed at which 85% of the vehicles are traveling. Once the critical speed is determined, the posted speed is generally set within 5 miles per hour of this speed. For example, if the critical speed for a section of roadway is 46 miles per hour, an enforceable speed limit can be set at either 45 or 50 miles per hour. The critical speed ecomes important for traffic law enforcement, in that courts will normally only uphold citations past the critical speed. As an example, if we have the critical speed of 46 MPH, and we post the speed limit at 45 MPH, the courts will only uphold citations issued for exceeding 46 MPH. The burden of proof is on the officer to show the court there are other circumstances that ould lower the "safe'speed" at the time the citation was issued. The California Department of Transportation Traffic Manual states "In matching existing conditions with the traffic safety needs of the community, engineering judgement may indicate the need for a furher reduction of five miles per hour." The factors considered in such a reduction are: limited design speed, limited sight distance, accident problems, substandard cross- section,poor intersection spacing,poor driveway characteristics,heavy pedestrian activity. 000223 ITEM NUMBER:-C - 3 DATE: 01/26/99 Justification for additional reduction in speed based upon any of the above factors must be specifically indicated on the Engineering and traffic survey. If challenged, it will be up to the judge to determine if the justification is valid. Beginning January 1, 1999, speed surveys are valid for 7 years, and can be extended an additional 3 years upon certification by the engineer that no significant changes have been made in the area governed by the survey. The alternative to speed enforcement by radar is what is called"bumper pace" which requires the patrol car to match the speed of the subject vehicle and note the speed at which both are traveling. FISCAL IMPACT: The fiscal impact of this action is approximately$8500 to be paid out of currently budgeted funds. ALTERNATIVES: Discontinue the use of radar enforcement. Advantages: No speed survey is required. Speed limits can be set at any level. Disadvantages: Limits enforcement to bumper pace. RESPONSIBLE DEPARTMENT: Police Department ATTACHMENTS: Resolution No. 1999-004 000224 RESOLUTION NO. 1999-004 �I SOLUTION OF THE CITY COUNCIL OF THE CITY OF ATASCADERO ESTABLISHING SPEED LIMITS ON VARIOUS CITY STREETS WHEREAS, Section 4-2.501, et. seq, of the Atascadero Municipal Code allows the City Traffic Engineer, through an engineering and traffic survey, to determine the appropriate speed limit for streets within the City;and WHEREAS, an engineering and traffic survey conducted by the Atascadero Police Department determined that the appropriate and safe speed for the roadways listed on attached Exh bit A. NOW, THEREFORE, BE IT RESOLVED that the City of Atascadero directs the City Traffic Engineer to place and maintain appropriate signs or markings to indicate speed limits as noted on attached Exhibit A. On moon by Councilmember , and seconded by Councilmember the foregoing Resolution is hereby adopted in its entirety on the following roll call vote: AYES: NOES: ABSENT: ADOPTED: ATTEST: CITY OF ATASCADERO MARCIA M. T RGERSON RAY JOHNSON City Clerk Mayor APPROVED A TO FORM: ROY A. HANLEEY City Attorney 000225 —_ iR �� T_ ICi X1SG RIIC�L SPED= -- — – N 40 __ 44 Atascadero Avenue–Portola to Curbaril S 40 35 44 N 40 47 Atascadero Avenue-Curbaril to Morro:Rd S 4035 42 E 40 40 Curbaril Avenue–E1 Camino Real to Valle W 40 35 41 N 40 43 Curbaril Avenue–Valle to Sycamore S 40 35 41 N 45 45 El Camino Real– Santa Cruz to Del Rio S 45 45 48 N 45 48 El Camino Reai–Del Rio to San Anselmo S 45 45 50 N 40 -45 El Camino Real– San Anselmo to Rosario S 40 35 44 N 35 35 El Camino Real–Rosario to West Mall S 35 25 40 N 35 42 El Camino Real–Morro Road to Curbaril S 35 35 41 N 35 38 El Camino Real–Curbaril to Palomar S 35 35 33 N 40 41 El Camino Real–Palomar to Santa Rosa S 40 35 40 N 45 46 El Camino Real– Santa Rosa to San Rafael S 45 35 45 N 45 43 El Camino Real– San Rafael to San Diego S 45 35 47 El Camino Real–San Diego Way to Santa N 50 53 Barbara S 50 45 55 N 40 47 Graves Creek–Monterey to San Fernando S 35 30 40 [N 40 42 Monterey Road– San Anselmo to Ramona S 40 35 42 N 40 44 Monterey Road–Del Rio to Graves Creek S 40 35 46 E 30 34 Palomar Ave''-El Camino Real to 9031 W 30 25 34 N 40 43 Portola Road–Ardilla to Santa Lucia S 40 40 42 N Portola Road-Santa Lucia to Morro Road S 44 35 44 E 40 43 Portola Road–Morro Road to Atascadero W 40 35 42 E 35 45 Santa Lucia–Ardilla to Portola W 35 35 43 E 45 47 Santa Lucia-Cenegal to Bolsa W 4S 40 46 E 40 46 Santa Lucia–Portola to Cascabel W 40 40 43 000220 E 35H:38:=. Santa Rosa-Lakeview to Morro Road. W 35 35 35 E 40 45 Santa Rosa—Lakeview to Atascadero Ave W 35 35 40 N 40 42 Traffic Way,—'01 dal o Rosario S 40 35 44 N 40 44 Traffic Way—Rosario o San Jacinto S 40 35 44 N 45 48 Traffic Wa '� Sa:n Saci to to Carr zo' S 50 35 53 00022'7 ITEM NUMBER: C - 4 DATE: 01/26/99 iai$ ® ie e City Manager's Agenda Report Wade G. McKinney Information Bulletin A. Em to ee Update Gary Kaiser Associate Planner Resigned 01/08/99 Melinda Price Support Services Technician Resigned 01%15/99 Brandi Weddle Office Assistant II Hired 01/11/99 Eric Hagen Temporary Bldg. Inspector Hired 01/13/99 000228