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HomeMy WebLinkAboutRDA Agenda Packet 072710ARCHIVE COPY CITY CLERK CITY OF ATASCADERO COMMUNITY REDEVELOPMENT AGENCY SPECIAL MEETING AGENDA Tuesday, July 27, 2010 REGULAR SESSION 6 00 P M City Hall Council Chambers 6907 EI Camino Real Atascadero, California REGULAR SESSION 6 00 P M ROLL CALL. Chairperson Kelley Vice Chairperson Clay Board Member Beraud Board Member Fonzi Board Member O'Malley APPROVAL OF AGENDA. Roll Call COMMUNITY FORUM (This portion of the meeting is reserved for persons wanting to address the Board on any matter not on this agenda and over which the Board has jurisdiction Speakers are limited to three minutes. Please state your name and address for the record before making your presentation The Board may take action to direct the staff to place a matter of business on a future agenda A maximum of 30 minutes will be allowed for Community Forum, unless changed by the Board ) OR 1 A. CONSENT CALENDAR (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 Agency Board 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 Agency Board concerning the item before action is taken DRAFT MINUTES Agency meeting draft minutes are listed on the Consent Calendar for approval of the minutes Should anyone wish to request an amendment to draft minutes, the item will be removed from the Consent Calendar and their suggestion will be considered by the Agency Board If anyone desires to express their opinion concerning issues included in draft minutes, they should share their opinion during the Community Forum portion of this meeting ) 1 Community Redevelopment Agency Draft Special Meeting Minutes — June 22. 2010 ■ Board Secretary Recommendation. Board approve the Community Redevelopment Agency minutes of June 22, 2010 [Board Secretary] B. PUBLIC HEARINGS None. C MANAGEMENT REPORTS Historic City Hall Update - Bonds ■ Fiscal Impact: Annual reimbursements are expected to range between $800,000 and $2,000,000 ■ Recommendation. Board adopt the Draft Resolution approving the form and authorizing execution of a reimbursement agreement and approving related documents and official actions. [Treasurer] BOARD ANNOUNCEMENTS AND REPORTS (On their own initiative, the Board Members may make a brief announcement or a brief report on their own activities Board 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 The Board may take action on items listed on the Agenda ) D ADJOURNMENT TO PUBLIC FINANCING AUTHORITY SPECIAL MEETING 2 cm on ITEM NUMBER. RA A-1 DATE 07/27/10 CITY OF ATASCADERO COMMUNITY REDEVELOPMENT AGENCY DRAFT ACTION MINUTES Tuesday, June 22, 2010 REGULAR SESSION 6 00 P M City Hall Council Chambers 6907 EI Camino Real Atascadero, California COMMUNITY REDEVELOPMENT AGENCY CLOSED SESSION 6 30 P M Chairperson Kelley announced that the Board would be going into Closed Session at 530pm 1 PUBLIC COMMENT — CLOSED SESSION - None 2. CALL TO ORDER a. Conference with Real Property Negotiators (Govt. Code Sec. 54956 8) Property- 4711 EI Camino Real, Atascadero, CA, APN #029-271- 001 Agency Negotiator* Wade McKinney, Executive Director Negotiating Parties Charles Treatch Under Negotiation Instruction to negotiator will concern price and terms of payment 3 ADJOURN 3 REGULAR SESSION 6 00 P M Chairperson Kelley called the meeting to order at 6 04 p m ROLL CALL. Present: Board Members Beraud, O'Malley, Fonzi, Vice Chairperson Clay and Chairperson Kelley Others Present: Board Secretary Marcia McClure Torgerson Staff Present: Executive Director Wade McKinney, Assistant Executive Director Jim Lewis, Public Works Director Russ Thompson, Police Chief Jim Mulhall, and City Attorney Brian Pierik. APPROVAL OF AGENDA. Roll Call MOTION By Board Member Fonzi and seconded by Board Member O'Malley to approve the agenda. Motion passed 5.0 by a roll -call vote. COMMUNITY FORUM The following citizens spoke during Community Forum Steve Shivley, member of the Atascadero Ministerial Association, and Steve Ryburn Chairperson Kelley closed the Community Forum period. A. CONSENT CALENDAR. 1 Community Redevelopment Agency Draft Special Meeting Minutes — May 11, 2010 ■ Board Secretary Recommendation. Board approve the Community Redevelopment Agency minutes of May 11, 2010 [Board Secretary] MOTION By Board Member Fonzi and seconded by Board Member Beraud to approve the Consent Calendar Motion passed 5.0 by a roll -call vote. B PUBLIC HEARINGS None RDA Draft Action Minutes 06/22/10 Page 2 of 4 M M C MANAGEMENT REPORTS 1 Main Street Work Program and Funding ■ Fiscal Impact: The cost of the program is $30,000 and is funded in the `fir Redevelopment Agency General Fund ■ Recommendation. Agency Board set the funding level for Atascadero Main Street at $30,000 for 2010-11 [Executive Director] Executive Director Wade McKinney gave the staff report and answered questions from the Board PUBLIC COMMENT The following citizens spoke on this item Steve Martin Chairperson Kelley closed the Public Comment period. MOTION By Board Member O'Malley and seconded by Board Member Fonzi to set the funding level for Atascadero Main Street at $30,000 for 2010-11 Motion passed 5.0 by a roll -call vote. 2. Potential Redevelopment Projects r Fiscal Impact. None ■ Recommendation. Agency Board adopt a priority list of redevelopment projects [Executive Director] cm Executive Director Wade McKinney gave the staff report and answered questions from the Board PUBLIC COMMENT None The Agency Board prioritized the potential list: 1 Wayfinding signage 2 Pedestrian bridge over Atascadero Creek 3 Downtown parking 4 Downtown restroom 5 Commercial property purchase 6 Zoo wall 7 Archway sign 8 Atascadero Creek trail extension BOARD ANNOUNCEMENTS AND REPORTS None RDA Draft Action Minutes 06/22/10 Page 3 of 4 5 CLOSED SESSION REPORT City Attorney Brian Pierik announced that there was no reportable action D ADJOURNMENT TO PUBLIC FINANCING AUTHORITY SPECIAL MEETING Chairperson Kelley adjourned the meeting at 6 31 p m MINUTES PREPARED BY Marcia McClure Torgerson, C M C City Clerk / Board Secretary RDA Draft Action Minutes 06/22/10 Page 4 of 4 N E5 ITEM NUMBER. RA C-1 DATE 07/27/10 Community Redevelopment Agency of Atascadero Staff Report — Treasurer Historic City Hall Update - Bonds RECOMMENDATION Board adopt the Draft Resolution approving the form and authorizing execution of a reimbursement agreement and approving related documents and official actions DISCUSSION The City of Atascadero, working together with the Atascadero Public Financing Authority (Authority), is preparing to issue up to $18,000,000 in bonds to finance the City's portion of the rehabilitation of Historic City Hall and other projects (collectively, "Project") The Agency has the opportunity at this time to provide for the reimbursement from the Agency's tax increment revenues to the City for amounts paid from the City's General Fund To move forward, the Agency is asked to adopt the attached Draft Resolution approving the financing activities, which specifically includes the following 1 Approval of the reimbursement agreement by and between the City and the Agency; 2 Authorization of the official actions, and 3 Authorization of the resolution to take effect immediately In order to provide for the repayment of the bonds, the Authority will lease six properties to the City pursuant to a lease agreement under which the City will make payments to the Authority from the General Fund The Agency can then reimburse the City for amounts paid Ordinarily, the Agency would not be legally able to help the City pay any costs to restore City Hall, but because the 2003 San Simeon Earthquake was declared cm 7 ITEM NUMBER. RA C-1 DATE 07/27/10 a natural disaster by the President of the United States, the Agency is able to financially assist the City with these costs to rehabilitate the City Hall The City Council, at its May 11, 2010 regular meeting, authorized the City Manager to execute contracts with Piper Jaffray for bond underwriting and Quint & Thimmig for bond counsel Mark Curran will represent Piper Jaffray and Brian Quint will represent Quint & Thimmig FISCAL IMPACT Annual reimbursements are expected to range between $800,000 and $2,000,000 ATTACHMENTS 1 Draft Resolution approving the form and authorizing execution of a reimbursement agreement and approving related documents and official actions 2 Reimbursement Agreement 3 Preliminary Official Statement Em cm 09 Attachment 1 DRAFT RESOLUTION RESOLUTION OF THE COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO, APPROVING THE FORM AND AUTHORIZING EXECUTION OF A REIMBURSEMENT AGREEMENT AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTIONS WHEREAS, the Community Redevelopment Agency of Atascadero (the "Agency" is a public body, corporate and politic, duly established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code (the "Law"), including the power to issue bonds for any of its corporate purposes, WHEREAS, a redevelopment plan for the Atascadero Redevelopment Project in the City of Atascadero, California (the "Redevelopment Project"), has been adopted in compliance with all requirements of the Law; WHEREAS, the City of Atascadero (the "City"), working together with the Atascadero Public Financing Authority (the "Authority"), proposes to undertake the financing of improvements to the City's historic city hall and the acquisition and development of other capital improvements throughout the geographic boundaries of the City (the "Project"), WHEREAS, for such purposes, the Authority has determined to issue its Atascadero Public Financing Authority Lease Revenue Bonds, 2010 Series A, in an amount not to exceed $18,000,000 (the "Bonds"), WHEREAS, the Bonds will be issued under the provisions of Article 4 (commencing with section 6584) of the Act (the "Bond Law") and an indenture of trust (the "Indenture"), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee, WHEREAS, in order to provide for the repayment of the Bonds, the Authority will lease certain real property and improvements (the "Property") to the City pursuant to a lease agreement (the "Lease Agreement") under which the City will agree to make lease payments to the Authority from moneys in its General Fund and the City will budget and appropriate sufficient amounts in each year to pay the full amount of principal of and interest on the Bonds, and WHEREAS, the Agency wishes at this time to provide for the reimbursement to the City of amounts paid from its General Fund from tax increment revenues available to the Agency; NOW, THEREFORE, BE IT RESOLVED, by the Community Redevelopment Agency of Atascadero as follows 0103401 ■ SECTION 1 Approval of Reimbursement Agreement. The Agency hereby approves a reimbursement agreement, by and between the City and the Agency, pursuant to which the Agency will agree to reimburse the City for the payments to be made by the City under the Lease Agreement, in the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Chairman, the Executive Director or the Treasurer, whose execution thereof shall be conclusive evidence of the approval of any such changes or additions The Chairman, the Executive Director or the Treasurer is hereby authorized and directed for and in the name and on behalf of the Agency to execute, and the Secretary is hereby authorized and directed to attest to, the final form of the foregoing document. SECTION 2 Official Actions The Chairman, the Vice Chairman, the Executive Director, the Treasurer and the Secretary of the Agency, and any and all other officers of the Agency, are hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable as described herein. Whenever in this resolution any officer of the Agency is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable SECTION 3 Effective Date This Resolution shall take effect immediately 2- 10 M On motion by Board Member and seconded by Board Member , the foregoing Resolution is hereby adopted in its entirety on the following roll call vote AYES NOES ABSENT ADOPTED ATTEST Marcia McClure Torgerson, C.M.0 Agency Secretary APPROVED AS TO FORM Brian A. Pierik, Agency Counsel gn -3- COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO Bob Kelley, Chairperson 11 Quint & Thimmig LLP Attachment 2 COMMUNITY REDEVELOPMENT AGENCY OF ATASCADERO avid the CITY OF ATASCADERO Dated as of August 1, 2010 (Atascadero Redevelopment Project) 12 05/28/10 06/12/10 01034.01 REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT, dated as of August 1, 2010, by and between the CQMMl TNITY REDEVELOPMENT AGENCY OF ATASCADERO (the "Agency") and the CITY OF ATASCADERO (the "City"), WITNESSETH WHEREAS, the Agency is a duly constituted redevelopment agency under the laws of the State of California and pursuant to such laws has duly proceeded with redevelopment activities within the Atascadero Redevelopment Project (the "Project Area") within the City; WHEREAS, the redevelopment plan for the Project Area provides for tax increment financing in accordance with the provisions of:Chapter 6, Part 1 of Divisi i -t 24 of the California Health and Safety Code and Section 16 of, Article XVI of the Constitution of the State of California, and WHEREAS, the Agency is authorized, with the consent of the City Council of the City, to pay all or part of the value of thelclnd ,for and the Cost of the installation and construction of any building, facility, structure or dither improvemen'6 which are publicly owned, upon a determination by the Agency and said City Cca ndl. that such buildings, facilities, structures or other improvements are of benefit to the Project Areal. WHEREAS, when th(talue of stash land or the cost of the installation and construction of such building, facility, struc�`tiure or other improvement, or both, has been or will be paid or provided for initially by the City, the Agency may enter into a contract with the City under which it agrees to -reimburse tllty fox all or part of the value of such land or all or part of the cost of such buildiri;, facxijry, sfructuie,, r other improvement, or both, by periodic payments over a period of years, WHEREAS;- the obligation of the Agency under such contract shall constitute an dness of the 1gency or the purpose of carrying out the redevelopment project for the Area, which' ridebtedness may be made payable out of taxes levied in the Project Area ).sated to the Agency under subdivision (b) of section 33670 of the California Health and 'cede, or out of any other available funds, WI,41EJ EAS," the City has undertaken the financing of certain public facilities (the 'Project") whi,(lh�vill be of substantial benefit to the Project Area, WHEREAS, the parties hereto in consideration of their mutual undertakings, past and present, herein and otherwise, desire to provide for repayment by the Agency to the City of the of a portion of the moneys paid as Lease Payments under and as defined in the Lease Agreement (each as hereinafter defined), entered into between the Atascadero Public Financing Authority and the City in the amounts specified in Exhibit A attached hereto and incorporated herein, which Lease Agreement provided financing for the Project; and WHEREAS, the Agency and the City have previously determined by resolution that the Project is of benefit to the Project Area, NOW, THEREFORE, in consideration of the mutual covenants herein contained it is agreed by and between the parties hereto as follows. on 13 Section 1 Definitions. Unless the context otherwise requires, the terms defined in this low# Section 1 shall, for all purposes of this Reimbursement Agreement and of any amendment hereto, and of any certificate, opinion, estimate or other document herein mentioned, have the meanings herein specified. Any capitalized term not defined herein shall have the meaning given to such term in the Lease Agreement. "Agency" means the Community RedevelQnment Agency of Atascadero, a redevelopment agency and public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California. "Authority" means the Atascadero Public Financing Authority, a joint exercise of powers authority, duly organized and existing under and by virtue of the .laws of the State of California. "Business Day" means any day of the year other than a Saturday, Sunday or a day on which banks are authorized or required to be closed in the city in which the Trustee is located. "City" means the City of Atascadero, a ' general city and municipal corporation duly organized and existing under and by virtue of the Constitution and laws of the State of California. "Fiscal Year" means each twelve-month period .beginning on July 1 of any year and ending on June 30 of the succeeding year., or any other twelve-month period hereafter adopted by the City as its official fiscal year period. "Law" means the Community Redevelopment Law of the State of California, constituting Part 1 of Division 24 of the California Health and Safety Code and the acts amendatory thereof and in supplement thereto Whenever reference is made in this Reimbursement Agreement to the Law, reference is made to the Law as in force on the date of the execution of this Reimbursement Agreement, unless the context otherwise requires. "Lease Agreement"means that certain lease agreement, by and between the Authority, as lessor, and t1le City, as lessee, dated as of August 1, 2010 "Lease Payments" meads all amounts paid by the City as lease payments pursuant to Section 4.4 of the Lease Agreement. "Project Area" :means the Atascadero Redevelopment Project of the Agency "Tax Increment Revenues" means all taxes allocated to, and paid into a special fund of the Agency for the Project Area pursuant to Article 6 of Chapter 6 of the Law and Section 16 of Article XVI of the Constitution of the State of California, and as provided in the redevelopment plan for the Project Area, including all payments and reimbursements, if any, to the Agency specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations, but excluding any amounts required to be paid to other taxing agencies pursuant to section 33401 of the Law and any amounts required to be used to improve the communities supply of low or moderate income housing pursuant to Section 33334.2 of the Law "Trustee" means The Bank of New York Mellon Trust Company, N.A., its successors and assigns, acting as trustee under the Trust Agreement, or any other entity then performing the function of Trustee under the Trust Agreement. Section 2. Reimbursement; Other Payments. Subject to pledges of Tax Increment Revenues heretofore or hereafter made by the Agency, the Agency and the City agree that, to the extent necessary but only to the extent available in any Fiscal Year, Tax Increment Revenues -2- 14 rn 44001, shall be used and applied to repay the City for all current or previously unreimbursed Lease Payments made by the City to the Authority under the Lease Agreement. This Reimbursement Agreement may be amended from time to time by the parties hereto for any purpose and with any effect whatsoever On Section 3 Default by Agency The Agency's obligations hereunder shall constitute debt of the Agency for purposes of the Law If the Agency has available Tax Increment Revenues and shall fail to repay the City or shall fail to pay any other payment required to be paid hereunder at the time specified herein, and such failure shall continue for,.a period of ten (10) days, then the City or, if applicable, any assignee, shall be entitled to exercise any and all remedies available pursuant to law Section 4. Remedies Not Exclusive No remedy herein conferred upon the City shall be exclusive of any other remedy and each and every .remedy shall `"'cumulative and shall be in addition to every other remedy given hereunder or hereafter conferred on the City -3- 15 IN WITNESS WHEREOF, the parties hereto have executed this Reimbursement Agreement as of the day and year first above written. Attest: Attest: By Wade G McKinney Executive Director Marcia McClure Torgerson Secretary CITY OF ATASCADERO Marcia McClure Torgerson City Clerk. -4- y Wade G McKinney City Manager F1 In EXHIBIT A AMOUNTS TO BE REIMBURSED Principal Interest Lease Payment Date Component Component Total Exhibit A 17 Attachment 3 PR 1..UVII r'R 01 ]FACIAL. STA ['EMEN'i DA 1111 NJt..A 2t1 101 NEW ISSUE—BOOK-ENTRY ONLY RATINGS: S&P '_ See 'RATINGS" herein. In the opinion of Quint & Thimmig LLP San Francisco, California, Bond Counsel, subject, however, to certain qualifications described in this Official Statement, under existing law interest on the Bonds (i) is excludable from gross income of the owners thereof for federal income tax purposes, (ii) is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, and (iii) is not taken into account in computing adjusted current earnings, which is used as an adjustment in determining the federal alternative minimum tax for certain corporations. The Bonds are qualified tax-exempt obligations" under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. In addition, in the opinion of Bond Counsel, interest on the Bonds is exempt from personal income taxation imposed by the State of California. See 'TAX MATTERS" herein. Atascadero Public Financing Authority (San Luis Obispo County, California) mow, Lease Revenue Bonds, 2010 Series A (Bank Qualified) Dated: Date of Delivery Due: October 1, as shown below The $ Atascadero Public Financing Authority Lease Revenue Bonds, 2010 Series A (the 'Bonds"), are being issued by the Atascadero Public Financing Authority, a joint exercise of powers entity organized and existing under the laws of the State of California (the Authority"), pursuant to Article 4, Chapter 5, Division 7 Title 1 (commencing with section 6584) of the California Government Code, a resolution of the Authority authorizing the issuance of the Bonds and an Indenture, dated as of August 1, 2010 (the 'Indenture'), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the 'Trustee"). The Bonds are being issued to (a) finance improvements to the historic City of Atascadero (the 'City") city hall and the acquisition and development of other capital improvements throughout the geographic boundaries of the City (b) fund a reserve fund for the Bonds, and (c) pay costs of issuance of the Bonds. See 'THE FINANCING PLAN" and 'ESTIMATED SOURCES AND USES OF FUNDS" herein. The Bonds are secured by a pledge of and lien on the Revenues (as defined herein) and the amounts in the Reserve Fund (as defined herein). The Bonds are issuable in denominations of $5,000 and any integral multiple thereof. Interest on the Bonds is payable on April 1 and October 1 of each year, commencing April 1, 2011 See 'THE BONDS" herein. The Bonds will be delivered in fully registered form only and, when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company New York, New York ("DTC"). DTC will act as securities depository of the Bonds. Ownership interests in the Bonds may be purchased in book -entry form only Principal of, premium, if any, and interest on the Bonds will be paid by the Trustee to DTC or its nominee, which will in turn remit such payment to its participants for subsequent disbursement to the beneficial owners of the Bonds. See 'THE BONDS" herein and APPENDIX E—'BOOK-ENTRY ONLY SYSTEM. The Bonds are subiect to optional and mandatary redemption as described herein. See 'THE BONDS—Redemption herein. The City will lease certain real property and the improvements thereon from the Authority pursuant to a Lease Agreement, dated as of August 1, 2010 (the 'Lease Agreement"), by and between the Authority and the City Under the Lease Agreement, the City is required to make Lease Payments (as defined herein) from legally available funds in amounts calculated to be sufficient to pay principal of and interest on the Bonds when due, subject to abatement, as described herein. All of the Authority's right, title and interest in and to the Lease Agreement (except for the right to receive any Additional Payments (as defined herein) to the extent payable to the Authority and certain rights to indemnification), including the right to receive Lease Payments under the Lease Agreement, are assigned to the Trustee under the Indenture for the benefit of the Bondowners. See 'SECURITY FOR THE BONDS" herein. THE BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM AND SECURED SOLELY BY THE REVENUES PLEDGED UNDER THE INDENTURE. THE BONDS ARE NOT A DEBT OF THE CITY THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS, EXCEPT THE AUTHORITY TO THE EXTENT DESCRIBED HEREIN, AND NEITHER THE CITY THE STATE OF CALIFORNIA NOR ANY OF ITS POLITICAL SUBDIVISIONS, EXCEPT THE AUTHORITY TO THE EXTENT DESCRIBED HEREIN, IS LIABLE THEREON. IN NO EVENT SHALL THE BONDS OR ANY INTEREST OR REDEMPTION PREMIUM THEREON BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THOSE OF THE AUTHORITY AS SET FORTH IN THE INDENTURE. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. NEITHER THE MEMBERS OF THE AUTHORITY THE CITY NOR ANY PERSONS EXECUTING THE BONDS ARE LIABLE PERSONALLY ON THE BONDS BY REASON OF THEIR ISSUANCE. MATURITY SCHEDULE' $ Serial Bonds CUSIP Prefix: t Maturity Principal Interest CUSIP Maturity Principal Interest CUSIP (October 1) Amount Rate Yield suffixt (October 1) Amount Rate Y' 1 �_d Suffixt $ °% Term Bonds due October 1, , Price: %, to Yield %; CUSIP t This cover page contains information for quick reference only It is not a summary of this issue. Potential purchasers must read the entire Official Statement to obtain information essential to making an informed investment decision. The Bonds will be offered when, as and if issued, and received by the Underwriter, subject to the approval as to their validity by Quint & Thimmig LLP San Francisco, California, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the City and the Authority by Burke, Williams and Sorensen, Camarillo, California, City Attorney, and by Quint & Thimmig LLP San Francisco, California, Disclosure Counsel. It is anticipated that the Bonds will be available for delivery through DTC in New York, New York, on or about August 25, 2010. PiperJaffray. Dated: August _, 2010 *Preliminary, subject to change. t Copyright 2010, American Bankers Association. CUSIP® is registered trademark of the American Bankers Association. CUSIP data herein provided by the CUSIP Service Bureau, operated by Standard & Poor's, division of The McGraw-Hill Companies, Inc. This data not intended to create database and does not serve in any way substitute for the CUSIP Services Bureau. CUSIP numbers have been assigned by an independent company not affiliated with the Authority or the City and are included solely for the convenience of the reg.stered owners of the Bonds. Neither the Authority nor the City is ponsible for the selection or uses of these CUSIP numbers, and no representation is made to their correctness on the Bonds or included herein. The CUSIP number for specific maturity is subject to being changed after the issuance of the Bonds as result of various subsequent actions including, but not limited to, refunding in whole or in part or as result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that applicable to all or a portion of certain maturities of the Bonds. E5 cm ATASCADERO PUBLIC FINANCING AUTHORITY CITY OF ATASCADERO City of Atascadero 6907 El Camino Real, Suite 6, _Atascadero CA 93422 8051470-3428 http //www.atasacadero.org Authority Board of Directors and City Council Roberta Fonzi, Authority Chair/Mayor Tom O'Malley, Authority Vice Chair/Mayor Pro Tem Jerry Clay, Sr , Authority/Council Member Bob Kelley, Authority/Council Member Ellen Beraud, Authority/Council Member Authority /City Staff Wade G. McKinney, Executive Director/City Manager James R. Lewis, Assistant City Manager Rachelle Rickard, Administrative Services Director Warren Frace, Community Development Director Marcia McClure Torgerson, Secretary/City Clerk Brian Pierik, Esq, Authority Counsel and City Attorney Special Services Quint & Thimmig LLP San Francisco, California Bond Counsel and Disclosure Counsel The Bank of New York Mellon Trust Company N.A. Los Angeles, California Trustee 20 en *4*101 No dealer, broker, salesperson or other person has been authorized by the Authority, the City or the Underwriter to give any information or to make any representations other than as set forth herein and, if given or made, such other information or representation must not be relied upon as having been authorized by the Authority the City or the Underwriter This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this Official Statement that involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of facts. The information set forth in this Official Statement has been obtained from official sources and other sources that are believed to be reliable, but it is not guaranteed as to accuracy or completeness, and is not to be construed as a representation of the Underwriter The information and expressions of opinion herein are 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 in the affairs of the Authority or the City since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. Certain statements included or incorporated by reference in this Official Statement constitute forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as plan, expect, estimate, 'budget or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. No assurance is given that actual results will meet the Authority's or the City's forecasts in any way, regardless of the level of optimism communicated in the information. The Authority is not obligated to issue any updates or revisions to the forward-looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based occur See 'CONTINUING DISCLOSURE" herein. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET SUCH STABILIZING TRANSACTIONS, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE COVER PAGE OF THIS OFFICIAL STATEMENT, AND SUCH PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. The City maintains a website, however the information presented therein is not a part of this Official Statement and should not be relied on in making an investment decision with respect to the Bonds. 21 TABLE OF CONTENTS INTRODUCTION General Description Terms of the Bonds Book -Entry Only Source of Payment for the Bonds Reserve Account Additional Bonds The City The Authority Limited Liability Continuing Disclosure TaxMatters.................................................................... Certain Risk Factors Other Information ESTIMATED SOURCES AND USES OF FUNDS THE PROPERTY THE PROJECT THEBONDS ........................................... General Transfer and Exchange of Bonds Optional Redemption Mandatory Sinking Account Redemption .............. Extraordinary Redemption from Insurance or Condemnation Proceeds Selection of Bonds for Redemption Notice of Redemption Partial Redemption of Bonds Effect of Redemption SECURITY FOR THE BONDS General Lease Payments and Additional Payments Insurance and Condemnation Awards Reserve Account Abatement Insurance Debt Service Schedule ............................................... Additional Bonds THE AUTHORITY THE CITY CITY FINANCIAL INFORMATION Financial Statements Budgetary Process City Financial Management Policies Current Investments Reliance on State Budget Principal Sources of General Fund Revenues General Fund Revenues and Expenditures Sales and Use Taxes 1 Motor Vehicle In -Lieu Tax 22 1 Transient Occupancy Taxes 23 1 PROPERTY TAXES 23 1 Ad Valorem Property Taxes 23 2 OTHER FINANCIAL INFORMATION 27 2 Labor Relations 27 3 3 Risk Management......................................................... 28 Changes in Law Employee Retirement Plans 30 3 Other Post Employment Benefits 30 3 Overlapping Debt ................. 32 3 4 CONSTITUTIONAL AND STATUTORY 4 LIMITATIONS ON TAXES, REVENUES AND 4 APPROPRIATIONS 34 Article XIIIA of the California Constitution 34 5 Article XIIIB of the California Constitution ............... 35 5 Proposition 218 36 6 Proposition 1A of 2004 .................................................. 37 Future Initiatives 39 6 6 RISK FACTORS 39 7 Limited Obligation 39 7 Lease Payments Are Not Debt 39 8 Valid and Binding Covenant to Budget and Appropriate 40 8 Abatement 40 9 Risk of Uninsured Loss ................................................. 41 Emvnent Domain 41 9 9 .................. Hazardous Substances ..................................... 9 Earthquakes ...................................... Bankruptcy 10 Limitations on Remedies 10 No Liability of Authority to the Owners 10 Risk of Tax Audit .............................................. 11 State Budget Information 12 2009-10 and 2010-11 State Budget 12 Loss of Tax Exemption 13 Limited Secondary Market ............................. ...14 Changes in Law 14 TAX MATTERS ............. 14 CERTAIN LEGAL MATTERS 15 FINANCIAL STATEMENTS 15 15 LITIGATION 16 RATING 17 UNDERWRITING 18 18 CONTINUING DISCLOSURE 18 ADDITIONAL INFORMATION 20 21 ............. 41 42 42 43 43 ........... 44 APPENDIX A. GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY APPENDIX B: AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2009 APPENDIX C. CITY INVESTMENT POLICY APPENDIX D• SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS APPENDIX E. PROPOSED FORM OF BOND COUNSEL OPINION APPENDIX F• FORM OF CONTINUING DISCLOSURE CERTIFICATE APPENDIX G. BOOK -ENTRY ONLY SYSTEM 22 44 46 49 .... 49 49 49 52 52 52 53 53 53 54 In ATASCADERO LOCATION MAPS 019 23 »Q h Yt iG Q4a CrrnrOy iror:ca dr MaHera p ' Walspnwik "p re ;a Gtwis „ymF O O swsnr 't+ 4SAASYFS rt6xrrrs u t: a� �Wa6 a fF Olmxal t Fart W xs• HaOt«n Jas o 1Aaallao •�^ Grrwnbwa « �4 e: Tu{aro miar P«bMib ii 4 34rrp �" 161 � £ hh `rrr 0& o tirl a `r` xa acwFF � "'ti {� Yial.0 Fns ;tea ^)• tanann rmrs t :,; .��� a! eFrpr,�a b4 QHakbrJ661H �t�tds e �m.*r pPo e W P `en< iar an r.�r •qr �+ .Tyb o *Sara Maria -a. m, � it. .; o I_ancesler O ion)Pocb 1. acn �. 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'fryaana �'� 019 23 OFFICIAL STATEMENT $ W ATASCADERO PUBLIC FINANCING AUTHORITY (San Luis Obispo County, California) Lease Revenue Bonds, 2010 Series A INTRODUCTION The following introduction presents a brief description of certain information in connection with the Bonds (as defined below) and is qualified in its entirety by reference to the entire Official Statement and the documents summarized or described herein. References to, and summaries of, provisions of the Constitution and the laws of the State of California (the "State") and any documents referred to herein do not purport to be complete and such references are qualified in their entirety by reference to the complete provisions thereof Capitalized terms used in this Official Statement and not defined elsewhere herein have the meanings given such terms in the Indenture See APPENDIX D—SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS—Definitions. General Description This Official Statement, including the cover page, the inside cover page and the attached appendices (this Official Statement"), provides certain information concerning the issuance of $ * aggregate principal amount of Atascadero Public Financing Authority Lease Revenue Bonds, 2010 Series A (the "Bonds"), by the Atascadero Public Financing Authority, a joint exercise of powers entity organized under the laws of the State (the "Authority") The Bonds are being issued pursuant to Article 4, Chapter 5, Division 7, Title 1 (commencing with section 6584) of the California Government Code, a resolution of the Authority authorizing the issuance of the Bonds (the "Authority Resolution") and an Indenture, dated as of August 1, 2010 (the "Indenture"), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") The Bonds are being issued to (a) finance improvements to the historic City of Atascadero (the "City") city hall and the acquisition and development of other capital improvements throughout the geographic boundaries of the City (b) fund a reserve fund for the Bonds, and (c) pay costs of issuance of the Bonds. See 'THE REFUNDING PLAN" and "ESTIMATED SOURCES AND USES OF FUNDS." Terms of the Bonds The Bonds will mature on the dates and in the principal amounts set forth on the cover page of this Official Statement. Interest on the Bonds is payable semiannually on each April 1 and October 1 (each, an "Interest Payment Date"), commencing April 1, 2011, computed at the respective rates of interest set forth on the inside cover page of this Official Statement. The Bonds will be issuable in denominations of $5,000 or any integral multiple thereof. The Bonds are subject to optional and mandatory redemption as described herein. See "THE BONDS." Book -Entry Only The Bonds will be issuable in fully registered form only and, when issued and delivered, will be registered in the name of Cede & Co, as nominee of the Depository Trust Company, New York, New York ("DTC") DTC will act as the depository of the Bonds and all payments due on * Preliminary subject to change. 24 O 05 the Bonds will be made to DTC or its nominee. Ownership interests in the Bonds may be purchased in book -entry form only See APPENDIX G--BOOK-ENTRY ONLY SYSTEM. Source of Payment for the Bonds Pursuant to the Site and Facility Lease, dated as of August 1, 2010 (the "Site and Facility Lease"), by and between the City and the Authority, the City will lease to the Authority certain real property and certain facilities and improvements located thereon (the "Property") owned by the City See 'THE PROPERTY " Concurrently, the City will sublease the Property from the Authority pursuant to a Lease Agreement, dated as of August 1, 2010 (the "Lease Agreement"), by and between the Authority and the City Under the Lease Agreement, subject to abatement as provided therein, the City is required to make lease payments (the "Lease Payments") from legally available funds for use and occupancy of the Property in amounts calculated to be sufficient to pay principal of and interest on the Bonds when due. The City has covenanted in the Lease Agreement to take such action as may be necessary to include the Lease Payments in each of its annual budgets during the Term of the Lease Agreement and has further covenanted to make the necessary annual appropriations for all such Lease Payments. All of the Authority's right, title and interest in and to the Lease Agreement (apart from certain rights to receive Additional Payments to the extent payable to the Authority and to indemnification), including the right to receive Lease Payments under the Lease Agreement, are assigned to the Trustee under the Indenture for the benefit of the Bondowners. Except to the extent of amounts otherwise available to the City for payments under the Lease Agreement, during any period in which, by reason of material damage or destruction (other than by condemnation, which is provided for in the Lease Agreement) there is substantial interference with the use and occupancy by the City of any portion of the Property, Lease Payments will be adjusted or abated in the proportion in which the value of that portion of the Property rendered unusable bears to the entire value of the Property Such adjustment or abatement will end with the substantial replacement or reconstruction of the Property To the extent proceeds of rental interruption insurance are available or there are moneys in the Reserve Fund, the Insurance and Condemnation Fund, or Revenue Fund, the Lease Agreement provides there will be no abatement of Lease Payments. See "SECURITY FOR THE BONDS—Abatement. The Bonds are special limited obligations of the Authority payable solely from and secured by the Revenues and certain other amounts (including proceeds of the sale of the Bonds) held by the Trustee in any fund or account established under the Indenture and pledged therefor, and the Revenues may not be used for any other purpose while any of the Bonds remain Outstanding; provided, however, that the Revenues may be applied for such other purposes as are permitted under the Indenture. "Revenues" means (i) all Lease Payments and other amounts paid, or caused to be paid, by the City, and received by the Authority pursuant to the Lease Agreement (but not Additional Payments), and (ii) all interest or other income from any investment of any money in any fund or account established pursuant to the Indenture (other than the Rebate Fund) Reserve Account A reserve account (the "Reserve Account") will be established and held under the Indenture in order to secure the payment of principal of and interest on the Bonds in an amount, as of the Closing Date, equal to the Reserve Requirement. A portion of the proceeds of the Bonds will be deposited in the Reserve Account in an amount equal to the Reserve Requirement. If, on any Interest Payment Date for the Bonds, the amounts on deposit under the Indenture to pay the principal of and interest due on the Bonds are insufficient therefor, the Trustee will draw on the amounts in the Reserve Account to replenish the Interest Account or the Principal Account, in that order, to make up such deficiencies. See "SECURITY FOR THE BONDS—Reserve Account" -2- 25 and APPENDIX D—"SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS" for additional information on the Reserve Account. Additional Bonds The Authority may not issue additional bonds, notes or other indebtedness that would be payable out of the Revenues in whole or in part. See "SECURITY FOR THE BONDS—Additional Bonds." The City The City is a municipal corporation and general law city of the State. See "THE CITY," "CITY FINANCIAL INFORMATION" and APPENDIX A—GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY The Authority The Authority is a joint exercise of powers entity formed on November 9, 2004, by agreement between the City and the Community Redevelopment Agency of Atascadero (the "Agency") pursuant to Articles 1 through 4, Chapter 5, Division 7, Title 1 of the California Government Code. See "THE AUTHORITY " Limited Liability THE BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM AND SECURED SOLELY BY CERTAIN PROCEEDS OF THE BONDS HELD IN CERTAIN FUNDS AND ACCOUNTS PURSUANT TO THE INDENTURE AND THE REVENUES DERIVED FROM LEASE PAYMENTS AND OTHER PAYMENTS MADE OR CAUSED TO BE MADE BY THE CITY PURSUANT TO THE LEASE AGREEMENT THE AUTHORITY IS NOT OBLIGATED TO PAY INTEREST ON OR PRINCIPAL OF THE BONDS EXCEPT FROM THE REVENUES. THE CITY HAS COVENANTED IN THE LEASE AGREEMENT TO TAKE SUCH ACTIONS AS MAY BE NECESSARY TO INCLUDE ALL LEASE PAYMENTS DUE THEREUNDER IN ITS ANNUAL BUDGETS AND TO MAKE THE NECESSARY ANNUAL APPROPRIATIONS THEREFOR. NEITHER THE BONDS NOR THE OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS CONSTITUTES AN INDEBTEDNESS OF THE AUTHORITY, THE CITY, THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION, OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY THE AUTHORITY HAS NO TAXING POWER. THE OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS DOES NOT CONSTITUTE AN OBLIGATION OF THE CITY FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION Continuing Disclosure The ultimate security for the payments of principal and interest on the Bonds comes from the Lease Payments to be made by the City, and, therefore, the City, as an obligated person within the meaning of the Rule (as defined below), has agreed to undertake the continuing disclosure responsibilities required by the Rule The Authority has not undertaken a commitment to provide any continuing disclosure required by the Rule. The City has covenanted in the Continuing Disclosure Certificate (the "Continuing Disclosure Certificate") to provide, or cause to be provided, to each nationally recognized municipal securities information repository and any public or private repository or entity X11 26 In on designated by the State as a state repository and any public or private repository for purposes of Rule 15c2 -12(b)(5) adopted by the Securities and Exchange Commission (the "Rule") certain annual financial information and operating data of the type set forth herein including, but not limited to, its audited financial statements and, in a timely manner, notice of certain material events. See "CONTINUING DISCLOSURE" and APPENDIX F—FORM OF CONTINUING DISCLOSURE CERTIFICATE for a description of the specific nature of the annual report and notices of material events and a summary description of the terms of the Continuing Disclosure Certificate pursuant to which such reports and notices are to be made. The City has never failed to comply with any previous undertakings with regard to said Rule to provide annual reports or notices of material events. Tax Matters In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, subject, however, to certain qualifications described in this Official Statement, under existing law, interest on the Bonds (i) is excludable from gross income of the owners thereof for federal income tax purposes, (ii) is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, and (iii) is not taken into account in computing adjusted current earnings, which is used as an adjustment in determining the federal alternative minimum tax for certain corporations. The Bonds are "qualified tax-exempt obligations" under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. In addition, in the opinion of Bond Counsel, interest on the Bonds is exempt from personal income taxation imposed by the State of California. See "TAX MATTERS " Certain Risk Factors Certain events could affect the ability of the City to make the Lease Payments when due. See "CERTAIN RISK FACTORS" for a discussion of certain factors that should be considered, in addition to other matters set forth herein, in evaluating an investment in the Bonds. Other Information The descriptions herein of the Indenture, the Lease Agreement and any other agreements relating to the Bonds are qualified in their entirety by reference to such documents, and the descriptions herein of the Bonds are qualified in their entirety by the forms thereof and the information with respect thereto included in the aforementioned documents. See APPENDIX D—SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS Copies of the documents are on file and, upon request and payment to the City of a charge for copying, mailing and handling, from the Director of Administrative Services, City of Atascadero, 6907 El Camino Real, Suite 6, Atascadero, CA 93422, telephone (805) 470-3428 The information and expressions of opinion herein speak only as of their date and are subject to change without notice. Neither the delivery of this Official Statement nor any sale made hereunder nor any future use of this Official Statement, under any circumstances, creates any implication that there has been no change in the affairs of the City or the Authority since the date hereof The presentation of information, including tables of receipt of revenues, is intended to show recent historical information and is not intended to indicate future or continuing trends in the financial position or other affairs of the City or the Authority No representation is made that past experience, as it might be shown by such financial and other information, will necessarily continue or be repeated in the future. -4- 27 ESTIMATED SOURCES AND USES OF FUNDS The estimated sources and uses of funds realized upon the sale of, or in connection with, the Bonds as follows Estimated Sources: Principal Amount of Bonds Plus/Less: Original Issue Premium/ Discount Total Sources Estimated Uses: Deposit to Project Fund (1) Deposit to Reserve Account (2) Deposit to Costs of Issuance Fund (3) Total Uses (1) Represents the amount estimated to be necessary to finance the Project. See 'THE PROJECT (2) Represents the Reserve Requirement. (3) Includes, but is not limited to, the Underwriter's discount, the fees and expenses of Bond Counsel, Disclosure Counsel, the Trustee and the rating agencies, costs of printing the Official Statement, the premium for title insurance and other costs incurred by the Authority and the City in connection with the issuance and delivery of the Bonds. THE PROPERTY The Property consists of the following City -owned assets. area, aved drivewasandan vedap rking a, reas. • -. • - • .•. • •. • . • •• -• -111 • • ■ ••.. 1 Fire Station No. 1. The facility, one of two City fire stations, is located at 6005 Lewis Avenue in Atascadero. The building is 5,320 square feet and has offices, living Quarters, a n -5- 05 R MM 104 mal areas. The facility is located 6n H– - THE PROJECT The Bonds are being issued to (a) finance the Project, (1) fund a reserve fund for the Bonds, and (g) pay costs of issuance of the Bonds. The Project includes the following: THE BONDS General The Bonds will be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof The Bonds will mature on October 1 in each of the years and in the amounts, and will bear interest (calculated on the basis of a 360 -day year of twelve 30 - day months) at the rates set forth on the cover page hereof Interest on the Bonds will be payable semiannually on each April 1 and October 1, commencing April 1, 2011 (each, an "Interest Payment Date"), to the person whose name appears on the Registration Books as the Owner thereof as of the fifteenth calendar day of the month immediately preceding each such Interest Payment Date (each, a "Record Date"), such interest to be paid by check of the Trustee mailed by first-class mail to the Owners at the respective addresses of such Owners as they appear on the Registration Books, provided, however, that payment of interest may be made by wire transfer in immediately available funds to an account in the United States of America to any Owner of Bonds in the aggregate principal amount of $1,000,000 or more who furnishes written wire instructions to the Trustee at least five days before the applicable Record Date. Principal of any Bond and any premium upon redemption will be paid by check of the Trustee upon presentation and surrender thereof at the corporate trust office of the Trustee, except as provided in APPENDIX G—BOOK-ENTRY ONLY SYSTEM. Principal of and interest and premium (if any) on the Bonds will be payable in lawful money of the United States of America. 1.1 29 Each Bond will be dated as of its date of delivery and will bear interest from the Interest Payment Date next preceding such date of authentication thereof, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (b) it is authenticated on or before August 15, 2010, in which event it will bear interest from the Closing Date, provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. The Bonds, when issued, will be registered in the name of Cede & Co, as registered owner and nominee of The Depository Trust Company, New York, New York ("DTC," and together with any successor securities depository, the "Securities Depository") DTC will act as Securities Depository for the Bonds. Individual purchases of the Bonds will be made in book - entry form. Purchasers will not receive certificates representing their ownership interest in the Bonds. So long as Cede & Co is the registered owner of the Bonds, as nominee of DTC, references herein to the Bondholders or registered owners thereof means Cede & Co. as aforesaid, and not the Beneficial Owners of the Bonds. So long as Cede & Co is the registered owner of the Bonds, principal of and interest on the Bonds are payable by wire transfer of same day funds by the Trustee to Cede & Co., as nominee for DTC DTC is obligated, in turn, to remit such amounts to the Participants for subsequent disbursement to the Beneficial Owners. See APPENDIX G—BOOK-ENTRY ONLY SYSTEM. Transfer and Exchange of Bonds Any Bond may, in accordance with its terms, be transferred on the Registration Books by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Transfer of any Bond will not be permitted by the Trustee during the period established by the Trustee for selection of Bonds for redemption or if such Bond has been selected for redemption pursuant to the Indenture. Whenever any Bond or Bonds are required to be surrendered for transfer, the Authority will execute and the Trustee will authenticate and will deliver a new Bond or Bonds for a like aggregate principal amount and of like maturity The Trustee may require the Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer Any Bond may be exchanged at the corporate trust office of the Trustee for a like aggregate principal amount of Bonds of other authorized denominations and of like maturity Exchange of any Bond will not be permitted during the period established by the Trustee for selection of Bonds for redemption or if such Bond has been selected for redemption. The Trustee may require the Bond Owner requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. Optional Redemption The Bonds maturing on or before October 1, , are not subject to optional redemption prior to their respective stated maturities. The Bonds maturing on or after October 1, , are subject to optional redemption prior to their respective stated maturities, at the written direction of the Authority, from moneys deposited by the Authority or the City, in whole or in part, in such order of maturity as the City designates (and, if no specific order of redemption is designated by the City, in inverse order of maturity), on any date on or after October 1, from any available source of funds, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium. -7- 30 Mandatory Sinking Account Redemption The Bonds maturing on October 1, (the " Term Bonds") are also subject to mandatory sinking fund redemption in part by lot on October 1, , and on each October 1 to and including October 1, , from sinking account payments made by the Authority at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, in the aggregate respective principal amounts and on the respective dates as set forth in the following table, provided, however, that if some but not all of the Term Bonds have been optionally redeemed, the total amount of all future sinking account payments will be reduced by the aggregate principal amount of Term Bonds so redeemed, to be allocated among the sinking account payments as are thereafter payable on a pro rata basis in integral multiples of $5,000 as determined by the Authority (notice of which determination shall be given by the Authority to the Trustee) Sinking Account Redemption Date Principal Amount to be (October 1) Redeemed or Purchased tMaturity The Bonds maturing on October 1, (the " Term Bonds") are also subject to mandatory sinking fund redemption in part by lot on October 1, , and on each October 1 to and including October 1, , from sinking account payments made by the Authority at a redemption price equal to the principal amount thereof to be redeemed together with accrued interest thereon to the redemption date, without premium, in the aggregate respective principal amounts and on the respective dates as set forth in the following table, provided, however, that if some but not all of the Term Bonds have been optionally redeemed, the total amount of all future sinking account payments will be reduced by the aggregate principal amount of Term Bonds so redeemed, to be allocated among the sinking account payments as are thereafter payable on a pro rata basis in integral multiples of $5,000 as determined by the Authority (notice of which determination shall be given by the Authority to the Trustee) Sinking Account Redemption Date Principal Amount to be (October 1) Redeemed or Purchased tMaturity Extraordinary Redemption from Insurance or Condemnation Proceeds The Bonds are also subject to redemption as a whole, or in part on a pro rata basis among maturities, on any date, in integral multiples of $5,000, to the extent of prepayments made by the City from insurance proceeds or condemnation proceeds not used to repair, reconstruct or replace any portion of the Property damaged or destroyed or elected by the City to be used for such purpose, at a redemption price equal to 100% of the principal amount thereof plus interest accrued thereon to the date fixed for redemption, without premium. 05 31 Selection of Bonds for Redemption Whenever provision is made for the redemption of less than all of the Bonds of a particular maturity, the Trustee will select the Bonds to be redeemed from all Bonds of such maturity or such given portion thereof not previously called for redemption, by lot in any manner which the Trustee in its sole discretion deems appropriate. For purposes of such selection, the Trustee will treat each Bond as consisting of separate $5,000 portions and each such portion will be subject to redemption as if such portion were a separate Bond. Notice of Redemption Notice of redemption will be mailed by first-class mail, postage prepaid, not less than 30 nor more than 60 days before any redemption date, to the respective Owners of any Bonds designated for redemption at their addresses appearing on the Registration Books maintained by the Trustee, and to the Municipal Securities Rulemaking Board, the Securities Depositories and the Information Services. Each notice of redemption will state the date of the notice, the redemption date, the place or places of redemption, whether less than all of the Bonds (or all Bonds of a single maturity) are to be redeemed, the CUSIP numbers and (in the event that not all Bonds within a maturity are called for redemption) Bond numbers of the Bonds to be redeemed, the maturity or maturities of the Bonds to be redeemed and in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice will also state that on the redemption date there will become due and payable on each of said Bonds the redemption price thereof, and that from and after such redemption date interest thereon will cease to accrue and will require that such Bonds be then surrendered. Neither the failure to receive any notice nor any defect therein will affect the sufficiency of the proceedings for such redemption or the cessation of accrual of interest from and after the redemption date Notice of redemption of Bonds will be given by the Trustee, at the expense of the Authority, for and on behalf of the Authority So long as the book -entry system is used for the Bonds, the Trustee will give any notice of redemption or any other notices required to be given to registered Owners of Bonds only to DTC. Any failure of DTC to advise any Participant, or of any Participant to notify the Beneficial Owner, of any such notice and its content or effect will not affect the validity of the redemption of the Bonds called for redemption or any other action premised on such notice. Beneficial Owners may desire to make arrangements with a Participant so that all notices of redemption or other communications to DTC which affect such Beneficial Owners, and notification of all interest payments, will be forwarded in writing by such Participant. See APPENDIX G—BOOK- ENTRY ONLY SYSTEM. Partial Redemption of Bonds Upon surrender of any Bonds redeemed in part only, the Authority will execute and the Trustee will authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bonds surrendered. Effect of Redemption If notice of redemption has been given, and moneys for payment of the redemption price of, together with interest accrued to the date fixed for redemption on, the Bonds (or portions thereof) so called for redemption are being held by the Trustee, on the redemption date designated in such notice, the Bonds (or portions thereof) so called for redemption will become due and payable, interest on the Bonds so called for redemption will cease to accrue, said Bonds -9- 0 M on (or portions thereof) will cease to be entitled to any benefit or security under the Indenture, and the Owners of said Bonds will have no rights in respect thereof except to receive payment of the redemption price thereof. All Bonds redeemed pursuant to the provisions of the Indenture will be canceled by the Trustee upon surrender thereof and destroyed. SECURITY FOR THE BONDS General The Bonds are special limited obligations of the Authority payable solely from and secured solely by the Revenues pledged therefor under the Indenture, together with amounts on deposit from time to time in the funds and accounts held by the Trustee, including proceeds of the sale of the Bonds. Under the Indenture, the Authority assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds, all of the Revenues and all of the rights of the Authority in the Lease Agreement (except for the right to receive any Additional Payments to the extent payable to the Authority and certain rights to indemnification set forth therein) The Trustee is entitled to collect and receive all of the Revenues, and any Revenues collected or received by the Authority are required to be held, and to have been collected or received, by the Authority as the agent of the Trustee and must be paid by the Authority to the Trustee. THE BONDS ARE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM AND SECURED SOLELY BY THE REVENUES AND OTHER MONEYS PLEDGED THERETO IN THE INDENTURE THE BONDS ARE NOT A DEBT OF THE AUTHORITY, THE CITY, THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS AND NEITHER THE AUTHORITY, THE CITY, THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS, EXCEPT THE AUTHORITY TO THE EXTENT DESCRIBED HEREIN, IS LIABLE THEREON IN NO EVENT WILL THE BONDS OR ANY INTEREST OR REDEMPTION PREMIUM THEREON BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THOSE OF THE AUTHORITY AS SET FORTH IN THE INDENTURE. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION NEITHER THE MEMBERS OF THE AUTHORITY NOR ANY PERSONS EXECUTING THE BONDS ARE LIABLE PERSONALLY ON THE BONDS BY REASON OF THEIR ISSUANCE. Lease Payments and Additional Payments The Lease Agreement requires the City, subject to abatement as provided therein, to deposit with the Trustee, as assignee of the Authority, on each March 15 and September 15, commencing on March 15, 2011 (the "Lease Payment Dates"), an amount equal to the aggregate Lease Payment coming due and payable on each such Lease Payment Date. The Lease Payments payable in any fiscal year of the City constitute payment for the use and possession of the Property during such fiscal year The City will receive a credit towards payment of Lease Payments for amounts on deposit in the Revenue Fund (including the Interest Account and the Principal Account therein) on each Lease Payment Date The obligation of the City to make Lease Payments is subject to annual appropriations of the City from funds lawfully available therefor The obligation of the City to make Lease Payments under the Lease Agreement does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or -10- 33 pledged any form of taxation. Neither the full faith and credit nor the taxing power of the City, the State or any of its political subdivisions is pledged to make Lease Payments under the Lease Agreement. The Authority has no taxing power The Lease Payments are calculated to be sufficient to pay, when due, the principal of and interest on the Bonds. In addition to the Lease Payments, the City is required to pay when due the following Additional Payments. (a) any fees and expenses incurred by the Authority in connection with or by reason of its leasehold estate in the Property as and when the same become due and payable, (b) any amount due to the Trustee pursuant to the terms of the Indenture; (c) any reasonable fees and expenses of such accountants, consultants, attorneys, and other experts as may be engaged by the Authority or the Trustee to prepare audits, financial statements, reports, opinions or provide such other services required under the Lease Agreement or the Indenture, and (d) any reasonable out-of-pocket expenses of the Authority in connection with the execution and delivery of the Lease Agreement, the Indenture or the Continuing Disclosure Certificate or in connection with the issuance of the Bonds. Pursuant to the Lease Agreement, the City covenants to take such action as may be necessary to include all Lease Payments and Additional Payments due thereunder in its annual budgets and to make annual appropriations therefor As provided in the Lease Agreement, the covenants of the City thereunder are duties imposed by law, and it is the duty of each and every public official of the City to take such action and to do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform the covenants and agreements in the Lease Agreement agreed to be carried out and performed by the City California law requires, and the Lease Agreement provides, that Lease Payments are required to be abated in whole or in part during any period in which there is substantial interference with the use and occupancy of the Property by the City due to damage, destruction or taking in eminent domain proceedings. Under these circumstances, failure to make any Lease IWO Payment will not be an event of default under the Lease Agreement. See "SECURITY FOR THE BONDS—Abatement" below Lease Payments made by the City to the Authority are payable from any revenues lawfully available to the City therefor The Lease Agreement and the Indenture require that Lease Payments be deposited in the Revenue Fund maintained by the Trustee, which fund is held for the benefit of the owners of the Bonds. Insurance and Condemnation Awards In the event of any damage to or destruction of any part of the Property covered by insurance, the Authority, except as hereinafter provided, is required to cause the proceeds of such insurance to be utilized for the repair, reconstruction or replacement of the damaged or destroyed portion of the Property, and the Trustee is required to hold said proceeds in a fund established by the Trustee for such purpose separate and apart from all other funds, to the end that such proceeds are required to be applied to the repair, reconstruction or replacement of the Property to at least the same good order, repair and condition as was the case prior to the damage or destruction, insofar as the same may be accomplished by the use of said proceeds. The Trustee is required to invest said proceeds in Permitted Investments pursuant to the Written Request of the City, as agent for the Authority under the Lease Agreement, and withdrawals of said proceeds are required to be made from time to time upon the filing of a Written Request of the City with the Trustee, stating that the City has expended moneys or incurred liabilities in an amount equal to the amount therein stated for the purpose of the repair, reconstruction or replacement of the Property, and specifying the items for which such moneys were expended, or such liabilities were incurred, in reasonable detail. The City is required to file a written certificate -11- 34 En „+ with the Trustee to the effect that sufficient funds from insurance proceeds or from any funds legally available to the City, or from any combination thereof, are available in the event it elects to repair, reconstruct or replace the Property Any balance of such proceeds not required for such repair, reconstruction or replacement and the proceeds of use and occupancy insurance are required to be treated by the Trustee as Lease Payments. Alternatively, the City, at its option, if the proceeds of such insurance together with any other moneys then available for such purpose are sufficient to prepay all, in case of damage or destruction in whole of the Property, or that portion, in the case of partial damage or destruction of the Property, of the Lease Payments relating to the damaged or destroyed portion of the Property, may elect not to repair, reconstruct or replace the damaged or destroyed portion of the Property and thereupon is required to cause said proceeds to be used for the redemption of Outstanding Bonds. The City is not required to apply the proceeds of insurance to redeem the Bonds in part due to damage or destruction of a portion of the Property unless the Trustee receives a written certificate of the Authority to the effect that the Lease Payments on the undamaged portion of the Property will be sufficient to pay the initially -scheduled principal and interest on the Bonds remaining unpaid after such redemption. No assurance can be given that the proceeds of any insurance or condemnation award will be sufficient under all circumstances to repair or replace any damaged or taken Property or to prepay all Lease Payments with respect to the Property Also, the City makes no representation as to the sufficiency of any insurance awards or the adequacy of any self- insurance to pay, when and as due, amounts payable under the Lease Agreement or the Bonds. Reserve Account The Reserve Account is established under the Indenture in an amount equal to the Reserve Requirement, which is $ As defined in the Indenture, the term "Reserve Requirement” means a fixed amount equal to the least of (a) maximum annual debt service on r the Bonds, (b) 125% of average annual debt service on the Bonds, and (c) 10% of the par amount of the Bonds, determined on the Closing Date. All amounts in the Reserve Account are required to be used and withdrawn by the Trustee solely for the purpose of (x) paying principal of or interest on the Bonds when due and payable to the extent that moneys deposited in the Interest Account or the Principal Account are not sufficient for such purpose, and (y) making the final payments of principal of and interest on Bonds on the date on which such Bonds are required to be retired or provision made therefor CM Abatement The Lease Agreement provides for the abatement of Lease Payments during any period in which by reason of damage to or destruction of the Property (other than by eminent domain which may cause abatement of Lease Payments as described below), which causes substantial interference with the use and occupancy by the City of the Property or any portion thereof The amount of such abatement will be an amount agreed upon by the City and the Authority such that the resulting Lease Payments represent fair consideration for the use and occupancy of the portions of the Property not damaged or destroyed or the portion of the Property completed and available for use and possession by the City Such abatement will continue for the period commencing with such damage or destruction and ending with the substantial completion of the work of repair or reconstruction. In the event of any such damage or destruction, the Lease Agreement will continue in full force and effect and the City waives any right to terminate the Lease Agreement by virtue of any such damage and destruction. There will be no abatement of the Lease Payments to the extent that moneys derived from any person as a result of such damage or destruction are available to pay the amount which would otherwise be abated or if there is any money available in the Bond Fund or the Reserve Account to pay the amount which would otherwise be abated. See "—Insurance—Rental Interruption Insurance." -12- 35 If all of the Property is taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the Lease Agreement will terminate with respect to the Property as of the day possession is so taken. If less than all of the Property is taken permanently, or if all of the Property or any part thereof is taken temporarily under the power of eminent domain, (a) the Lease Agreement will continue in full force and effect, and (b) there will be a partial abatement of Lease Payments in an amount to be agreed upon by the City and the Authority such that the resulting Lease Payments for the Property represent fair consideration for the use and occupancy of the remaining usable portion of the Property Insurance Fire and Extended Coverage Insurance. The City is required under the Lease Agreement to procure and maintain or cause to be procured and maintained, throughout the term of the Lease Agreement, insurance against loss or damage to any structures constituting any part of the Property by fire and lightning, with extended coverage insurance, vandalism, malicious mischief insurance and sprinkler system leakage insurance. Said extended coverage insurance is required to, as nearly as practicable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. Such insurance is required to be in an amount equal to the replacement cost (without deduction for depreciation) of all structures constituting any part of the Property, excluding the cost of excavations, of grading and filling, and of the land (except that insurance may be subject to deductible clauses for any one loss of not to exceed two hundred fifty thousand dollars ($250,000) or a comparable deductible adjusted for inflation), or, in the alternative, is required to be in an amount and in a form sufficient, in the event of total or partial loss, to enable a portion of all Bonds then Outstanding equal to the amount of such Bonds to be paid from Lease Payments to be redeemed. although the Lease Agr-eeffient dees not requir-e it to do se. The City plans to eenfinue te open fnarket at reasonable rates. See "GERTAIN RISK FACTORS ." The net proceeds of such insurance will be applied as provided under the caption "SECURITY FOR THE BONDS—Insurance and Condemnation Awards" above. Rental Interruption Insurance. The Lease Agreement requires the City to procure and maintain or cause to be procured and maintained rental interruption or use and occupancy insurance to cover loss, total or partial, of the use of the Property as a result of certain hazards, in an amount at least equal to the maximum Lease Payments coming due and payable during any future 24 -month period. Such insurance may be maintained as part of or in conjunction with any other property insurance coverage carried by the City, and may be maintained in whole or in part in the form of the participation by the City in a joint powers agency or other program providing pooled insurance, provided that such insurance may not be maintained in the form of self-insurance except for a time element deductible not to exceed sixty days in duration. The proceeds of such insurance, if any, will be paid to the Trustee and deposited in the Revenue Fund, and will be credited towards the payment of the Lease Payments as the same become due and payable. Title Insurance. The City is required to obtain upon the execution and delivery of the Lease Agreement, title insurance on the Property, in an amount not less than the aggregate principal amount of Bonds issued by a company of recognized standing duly authorized to issue the same, subject only to Permitted Encumbrances. Proceeds of such insurance are required to be delivered to the Trustee as a prepayment of rent and are required to be applied by the Trustee to the redemption of Bonds. -13- 36 On Debt Service Schedule The following table sets forth the debt service due on the Bonds. Debt Service Schedule Interest Total Pursuant to the Lease Agreement, the City is required to make Lease Payments which have been calculated to be sufficient to make the interest and principal payments due on the Bonds. The City's Lease Payments are due on the fifteenth calendar day of the month preceding each Interest Payment Date. Additional Bonds Pursuant to the Indenture, the Authority may not issue additional bonds, notes or other indebtedness which would be payable out of the Revenues in whole or in part. See "THE AUTHORITY " THE AUTHORITY The Authority is a public agency duly organized and existing pursuant to a Joint Exercise of Powers Agreement (the "JPA Agreement") between the City and the Agency, dated -14- 37 Principal and Year Mandatory Ending Sinking Fund October 1 Installments 25111 2012 2M 2914 2015 241.6 17 2M 2019 2020 2421 2022 29ma 2424 2925 292(2 2427 292$ 2422 200 241 2032 24.31 2434 2435 206 2932 243$ 232 2444 Interest Total Pursuant to the Lease Agreement, the City is required to make Lease Payments which have been calculated to be sufficient to make the interest and principal payments due on the Bonds. The City's Lease Payments are due on the fifteenth calendar day of the month preceding each Interest Payment Date. Additional Bonds Pursuant to the Indenture, the Authority may not issue additional bonds, notes or other indebtedness which would be payable out of the Revenues in whole or in part. See "THE AUTHORITY " THE AUTHORITY The Authority is a public agency duly organized and existing pursuant to a Joint Exercise of Powers Agreement (the "JPA Agreement") between the City and the Agency, dated -14- 37 November 9, 2004. The Authority is governed by a board of directors comprised of the five member City Council of the City The Authority is statutorily authorized by Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California and is empowered under the JPA Agreement to issue its bonds for, among other things, the purposes of the plan of financing described herein. The Authority is administered by the City staff THE CITY The City is located 17 miles inland from the Pacific coast and is midway between Los Angeles and San Francisco on Highway 101, about 220 miles from each city The City was founded as California s first planned community in 1913 by E.G Lewis and was incorporated in 1979 The City is governed by a five -member City Council elected at large with four-year alternating terms. .The City Treasurer and the City Clerk are elected by voters. ,The City Manager and City Attorney are filled by appointments of the City Council. See APPENDIX A—GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY for a general description of the City as well as certain demographic and statistical information. CITY FINANCIAL INFORMATION Financial Statements The City's accounting policies conform to generally accepted accounting principles. The audited financial statements also conform to the principles and standards for public financial reporting established by the Governmental Accounting Standards Board. Basis of Accounting and Financial Statement Presentation The government -wide financial statements are reported using the accrual basis of accounting Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements are reported using the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures are recorded only when payment is due. Audited Financial Statements. The City retained the firm of Moss, Levy & Hartzheim LLP, Certified Public Accountants & Consultants, Santa Maria, California, to examine the general purpose financial statements of the City as of and for the year ended June 30, 2009 The audited financial statements for fiscal year ended June 30, 2009, are attached hereto as APPENDIX B— AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2009 The City has not requested, and the auditor has not provided, any review or update of such financial statements in connection with their inclusion in this Official Statement. -15- Budgetary Process The City Council adopts an annual budget with appropriations for all City funds prior to the beginning of the fiscal year, which begins on July 1 of each year The City Council has the legal authority to amend the budget at any time during the fiscal year The City maintains budgetary controls to ensure compliance with legal provisions embodied in the appropriated budget approved by the City Council. The level of budgetary control (that is, the level at which expenditures cannot legally exceed the appropriated amount) for the City's operating budget is the program area within each fund, and for the capital improvement budget it is each individual capital improvement project within each fund. For the operating budget, the City Manager has the authority to move appropriations between accounts (without dollar limitation) within a budget program and within the same fund as long as the transfers are within the same program area. For the capital improvement program, the City Manager has the authority to transfer appropriations (with no dollar limitation) between capital projects within the same fund as long as the transfers are within the responsibility of the same department. All other appropriation changes require the approval of the City Council. All appropriations lapse at the end of the fiscal year unless specific carryovers are approved by the City Council. -16- c The following table shows the City's budget and actual results for general fund revenues and expenditures for fiscal years 2007-08 and 2008-09 and the adopted budget for fiscal year 2009-10 City of Atascadero General Fund Budget Summary Fiscal Years 2007-08 through 2009-10 (in theusand4 REVENUES Secured and unsecured property taxes Taxes based on sales and use Franchise tax Other taxes Licenses and permits Intergovernmental revenues. Motor vehicle in lieu Other governmental revenues Grants Charges for services: Public safety Development Recreation, parks, pavilion and zoo Other services Fines and forfeitures Use of money and property Other revenues TOTAL REVENUES EXPENDITURES. Employee services Operating supplies & services Special purchases, projects and community funding Capital Outlay TOTAL EXPENDITURES FY07-08 FY07-08 FY08-09 FY08-09 FY09-10 Budget Actual Budget Actual Budget $7,480,640 $7,511,886 $7,651,290 $7,654,487 $7A65,QlQ 3,544,600 3,547,696 3,404,200 3,019,523 8.670 879,060 956,929 918,700 1,091,095 1160W 803,840 663,544 952,770 648,402 640,9A7 343,710 275,622 531,570 206,490 �p4 190,400 123,310 195,160 97,153 16.332.960 119,140 113,607 111,440 71,423 99354 611,300 612,044 126,090 65,078 12 999.150 1,019,030 1,044,268 1,147,870 1,182,906 11 126Q 663,580 714,421 750,480 599,957 637,770 590,606 669,250 569,707 87,200 69,381 84,260 62,380 (z3 136,200 127,765 137,000 137,375 1160W 573,480 467,963 419,030 311,177 2 1,174,810 1,213,303 1,177,600 1,143,414 L $18,264,760 $18,032,345 $18,276,710 $16,860,567 16.332.960 $13,540,800 $13,321,051 $14,035,540 $13,169,188 12 999.150 5,604,280 5,213,311 6,001,170 4,895,085 290,760 179,692 344,820 264,504 9 128,410 103,363 31,530 31,082 111M $19,564,250 $18,817417 $20,413,060 $18,359,859 $17.482.170 Source: City of Atascadero Finance Department. City Financial Management Policies The City Council has adopted a comprehensive set of financial management policies to provide for- (i) establishing targeted general fund reserves, (ii) the prudent investment of City funds, and (iii) establishing parameters for issuing and managing debt supported by the general fund, Enterprise Funds and any other related funding entity of the City [General Fund Reserve Policy The City Council has adopted a general fund reserve policy, confirmed annually, that established the goal of achieving reserve balances of _% of revenues for budgetary/ economic uncertainty and asset replacement. Appropriations from these reserves require approval by the City Council. At the time of adoption of this reserve policy the City Council voiced a commitment to fund these reserve levels over the subsequent future years. ] Investment Policy The investment of funds of the City (except pension and retirement funds) is made in accordance with the City's 2009-10 Investment Policy, as approved on February 23 2010 (the "Investment Policy"), and section 53601 et seq of the California -17- EO %mrr, Government Code. The Investment Policy is subject to revision at any time and is reviewed at least annually to ensure compliance with the stated objectives of safety, liquidity, yield, and current laws and financial trends. All amounts held under the Trust Agreement are invested at the direction of the City in Permitted Investments, as defined in the Trust Agreement, and are subject to certain limitations contained therein. See APPENDIX C—CITY INVESTMENT POLICY and APPENDIX D—SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS—TRUST AGREEMENT—Investments. cm Current Investments The assets of the City's investment portfolio, as of un 2010, are shown in the following table: City of Atascadero Investment Portfolio (As of un 2010) Par Market Book % of Days to Value Value Value Portfolio Maturity Federal Agency Issues—Coupon Local Agency Inv Fund (LAIF) Medium Term Notes Money Market Account Total investments Cash and accrued interest Accrued interest at purchase Subtotal Total cash and investments Source: City of Atascadero. Reliance on State Budget Approximately aL.2%o of the City's general fund revenues for fiscal year 2008-09 consisted of payments collected by the State and passed -through to local governments or collected by the County and allocated to local governments by State law Approximately 50.9% of the City's general fund revenues for fiscal year 2009-10 are expected to come from such sources. There can be no assurance that current or future State budget difficulties will not adversely affect the City's revenues or its ability to make payments under the Lease Agreement. See "RISK FACTORS— State Budgets." Principal Sources of General Fund Revenues Property taxes were the single largest revenue source to the general fund in fiscal year 2008-09, representing approximately 4 °o of revenues, followed by sales taxes representing approximately 17.9%. These sources represented an aggregate of approximately 3°0 of the general fund revenues for fiscal year 2008-09 and represent an aggregate of approximately of general fund revenues in the City's fiscal year 2009-10 adopted budget. For a discussion of potential State Budget impacts on general fund revenues, see "—State Budgets." For a discussion of sales tax revenues and property taxes, see "—Sales Tax" and "—Ad valorem Property Taxation." In addition, the City receives the following local taxes. Franchise Taxes. The City levies a franchise tax on its gas, electric, cable television and trash collection franchises. -18- 41 Transient Occupancy Taxes The City levies a 10% transient occupancy tax on hotel and motel bills. Property Transfer Taxes A documentary stamp tax is assessed for recordation of real property transfers. The following table shows the City's general fund tax revenues by source for the most recent five fiscal years: City of Atascadero Tax Revenues By Source (in thousand4 Actual Actual Actual Actual Budget Source 2005-06 2006-07 2007-08 2008-09 2009-10 Property Taxes 6,000.412 7.107,002 7.511,886 7,654,487 7.465.010 Sales and Use Tax Utility Taxes 956.22211091D95 -LOZ3ffl Other Taxes 1Z1 MQ,4 7 jka4 Total Tax Revenues 41LE&M 12.745.494 112680.055 X12.413.507 12.072.030 Source: City of Atascadero Finance Department. In addition, the City receives the following general fund revenues. Licenses and Permits These revenues consist primarily of building construction permit fees. Fines, Forfeitures and Penalties. These revenues include parking citations and other fines for municipal code violations. Use of Money and Property These revenues consist primarily of investment earnings and rental/ concession income. Charges for Services The City charges fees for plan checking, building inspection and a variety of other municipal services. The following table illustrates other revenue sources. Source Licenses and Permits Fines and Forfeitures Use of Money and Property From Other Agencies Charges for Services Total Other Revenues City of Atascadern Other Revenue Sources (in theusands) Actual Actual 2005-06 2006-07 MM 1 1 .• • 11 Source: City of Atascadero Finance Department. FIN -19- Actual Actual Budget 2007-08 2008-09 2009-10 27-62 177 233,654 _�� 41 258,360 1,2 0 1,14 .414 1.285,320 General Fund Revenues and Expenditures The following two tables summarize the General Fund Balance Sheet and Statement of Revenues, Expenditures and Changes in Fund Balance of the City's general fund for the fiscal years 2005-06 through 2008-09 City of Atascadero General Fund Balance Sheet Fiscal Years 2005-06 through 2008-09 Hft theusandsl ASSETS Cash and Investments Restricted cash and investments: Cash and investments with fiscal agent Certificates of Deposit Receivables: Federal distributions due Due from State of California Due from County of San Luis Obispo Accrued interest Other receivables Due from other funds Prepaid expenditures Notes receivable Interfund advances receivable Total assets LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Accrued salaries and benefits Due to other funds Deferred revenue Deposits Other payables Total Liabilities Fund Balances. Reserved for encumbrances Reserved for debt service Reserved for advances to other funds Reserved for prepaids Unreserved. Designated for due from other funds Designated for cash flow Designated for PERS rate fluctuation Designated for economic uncertainties Designated for road projects Designated for capital commitments Designated for Library General Fund - undesignated Debt service funds - undesignated Total Fund equity Total liabilities and fund equity Source: City of Atascadero. rM 1,694,668 Fiscal Year Ended October 30, 1,500,000 2006 2007 2008 2009 $7,701,968 $8,935,868 $6,131,722 $5,214,965 86,742 86,742 133,723 133,723 88,036 335,966 363,965 58,608 585,201 516,203 536,706 457,605 336,108 563,151 553,438 394,218 74,492 113,052 49,335 26,023 192,009 201,203 202,476 201,976 1,694,668 960,279 2,243,530 1,715,096 22,117 21,532 17,860 5,419 300,000 - - 1,375,175 1,375,175 1,375,175 1,375,175 12,456,516 13,109,171 11,607,930 9,582,808 560,400 956,586 518,452 395,155 244,369 290,708 515,229 443,408 502,475 354,852 259,842 142,244 608,014 458,214 416,221 358,115 18,315 14,299 11,054 10,538 1,933,573 2,074,659 1,720,798 1,349 460 11,521 9,693 387,113 - 1,375,175 1,3 75,175 1,375,175 1,375,175 22,117 21,532 17,860 5,419 1,694,668 960,279 1,500,000 4,500,000 1,000,000 1,000,000 1,500,000 445,000 445,000 196,647 - 50,515 52,650 3,227,300 2,170,183 10,522,943 11,034,512 $12,456,516 $13,109,171 -20- 996,100 4,500,000 1,500,000 445,000 122,778 54,633 488,473 55,627 6,797,127 9,887,132 8,233,348 $11,607,930 $9,582,808 I 43 City of Atascadero General Fund Statement of Revenues, Expenditures and Changes in Fund Balance For the year ended October 30, (in thettsand4 Fiscal Year Ended October 30, 2006 2007 2008 2009 Revenues: $7,511,886 Secured and unsecured property taxes $6,000,412 Taxes based on sales and use 3,989,425 Franchise tax 811,195 Other taxes 877,741 Licenses and permits 984,249 Intergovernmental revenues: 620,217 Motor vehicle in lieu 634,003 Other governmental revenues 110,235 Grants 359,735 Charges for services: 2,078,259 Public safety 248,946 Development 1,061,840 Recreation, parks, pavilion and zoo 504,724 Other services 92,548 Fines and forfeitures 103,029 Use of money and property 324,636 Other revenues 1,195,515 Total Revenues 17,298,233 Expenditures. $7,511,886 Current: 3,982,903 General government 2,696,307 Public safety 7,482,154 Community development 1,742,567 Community, recreation, and zoo services 1,582,299 Parks and open space 620,217 Public Works 794,926 Capital outlay 301,504 Total expenditures 15,219,974 Excess of revenues over (under) 2,078,259 expenditures Other Financing Sources (Uses) $7,107,002 $7,511,886 $7,654,487 3,982,903 3,547,696 3,019,523 855,132 956,929 1,091,095 800,457 663,544 648,402 655,407 275,622 206,490 171,128 123,310 97,153 228,255 113,607 71,423 556,897 612,044 65,078 928,865 1,044,268 1,182,906 948,099 714,421 599,957 579,095 590,606 569,707 76,803 69,381 62,380 169,259 127,765 137,375 622,337 467,963 311,177 1,252,200 1,213,303 1,143,414 18,933,839 18,032,345 16,860,567 2,574,715 8,654,723 1,703,412 1,771,442 710,427 896,750 738,040 17,049,509 1,884,330 3,144,685 10,076,812 1,655,346 2,164,882 667,817 1,004,512 103,363 18,817,417 (785,072) 2,962,243 10,143,503 1,538,793 2,106,617 662,519 915,102 31,082 18,359,859 (1,499,292) Transfers in 49,766 57,552 289,760 302,952 Transfers out (1,027,297) (1,541,636) (652,068) (457,444) Total other financing sources and uses (977,531) (1,484,084) (362,308) (154,492) Net changes in fund balances 1,100,728 400,246 (1,147,380) (1,653,784) Fund balances - June 30, Beginning 9,422,215 10,522,943 11,034,512 9,887,132 Prior year adjustment 111,323 Fund balances - June 30, End $10,522,943 $11,034,512 $9,887,132 $8,233,348 Source: City of Atascadero Audit Financial Statements. Sales and Use Taxes A sales tax is imposed on retail sales or consumption of personal property The tax rate is established by the State Legislature. Effective April 1, 2009, the statewide tax rate is 8.250%. The -21- M on City's share of sales tax is approximately 1% when one considers the combined City share of =% and the State's 0.250% Fiscal Recovery Funding (Triple -Flip swap) explained below With the enactment of the Triple Flip, the City now receives the 0.250% as reclassified revenue through property tax as an in lieu remittance, the payment of which heretofore coincides with the County property tax calendar The State collects and administers the tax, and makes distributions on taxes collected within the City as follows: CiW of Atascadero Sales Tax Rates State General Fund 6.000% State Fiscal Recovery 0.250 State Local Public Safety Fund 0.500 State Local Revenue Fund 0.500 County Transportation... 0.250 City Total $_2250% The State's actual administrative costs with respect to the portion of sales taxes allocable to the City are deducted before distribution and are determined on a quarterly basis. On March 2, 2004, voters approved a bond initiative formally known as the "California Economic Recovery Act." This act authorized the issuance of $15 billion of Economic Recovery Bonds to finance ongoing State budget deficits, which are payable from a fund established by the redirection of tax revenues known as the "Triple Flip " The State issued $11.3 billion of Economic Recovery Bonds prior to June 30, 2004. Under the "Triple Flip," one-quarter of local governments' one percent share of the sales tax imposed on taxable transactions within their jurisdiction is being redirected to the State. In an effort to eliminate the adverse impact of the sales tax revenue redirection on local government, State legislation provides for certain property taxes to be redirected to local government. Because these property tax monies were previously earmarked for schools, the legislation provides for schools to receive other State general fund revenues. It is expected that the swap of sales taxes for property taxes will terminate once the Economic Recovery Bonds are repaid, which is currently expected to occur in approximately 9 to 13 years. See "RISK FACTORS—State Budget Information" herein. During calendar year 2008, total taxable transactions in the City amounted to $295,766,000, a 9 1 percent decrease over the $325,5,5,&000 of taxable transactions that occurred during calendar year 2007 For more detail, see APPENDIX A—GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY Motor Vehicle In -Lieu Tax Vehicle license fees are assessed in the amount of 2% of a vehicle's depreciation market value for the privilege of operating a vehicle on California's public highways. A program to offset (or reduce) a portion of the vehicle license fees ("VLF") paid by vehicle owners was established by Chapter 322, Statutes of 1998 Beginning January 1, 1999, a permanent offset of 25% of the VLF paid by vehicle owners became operative. Various pieces of legislation increased the amount of the offset in subsequent years to the existing statutory level of 67.5% of 2% (resulting in the current effective rate of 0.65%) This level of offset was estimated to provide tax relief of $3 95 billion in the fiscal year 2003-04. Beginning in fiscal year 2004-05, the State -local agencies agreement permanently reduced the VLF rate to 0.65% and eliminated the VLF offset program. -22 45 In connection with the offset of the VLF, the Legislature authorized appropriations from the State general fund to "backfill" the offset so that the local governments, which receive all of the vehicle license fee revenues, would not experience any loss of revenues The legislation that established the VLF offset program also provided that if there were insufficient general fund moneys to fully backfill the VLF offset, the percentage offset would be reduced proportionately (i.e., the license fee payable by drivers would be increased) to assure that local governments would not be disadvantaged. In June 2003, the State Director of Finance ordered the suspension of VLF offsets due to a determination that insufficient general fund moneys would be available for this purpose, and, beginning in October 2003, VLF paid by vehicle owners were restored to the 1998 level. However, the offset suspension was rescinded by the Governor on November 17, 2003, and offset payments to local governments resumed. Local governments received backfill payments totaling $3.80 billion in fiscal year 2002-03 Backfill payments totaling $2.65 billion were expected to be paid to local governments in fiscal year 2003-04. The State -local agreement also provided for the repayment in August 2006 of approximately $1.2 billion that was not received by local governments during the time period between the suspension of the offsets and the implementation of higher fees. This repayment obligation was codified by Proposition 1A, which was approved by voters in the November 2004 general election and was repaid early by the State in August 2005 For a description of Proposition 1A, see "CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES, REVENUES AND APPROPRIATIONS—Proposition 1A." The following table sets forth the Motor Vehicle In -Lieu Tax received by the City for the last four fiscal years. City of Atascadero In -Lieu Payments 2005-06 Motor VehicIr In -Lieu of VLE Payments . . .•: TOTAL . 11 Source: City of Atascadero Finance Department. Transient Occupancy Taxes 2006-07 2007-08 $171,12a $123,310 171 U2 1 1 2008-09 97.153 The City levies a 10% transient occupancy tax on hotel and motel bills. Revenues from transient occupancy taxes represented approximately 2. °o of the City's general fund revenues in fiscal year 2008-09 PROPERTY TAXES Ad Valorem Property Taxes Tax Levies, Collections and Delinquencies Property taxes are levied by the County for each fiscal year on taxable real and personal property which is situated in the County Property taxes collected in advance are recorded as deferred revenue and recognized as revenue in the year they become available. The County levies, bills and collects property taxes for the City Property taxes paid to the City by the County within 60 days after the end of the fiscal year are "available" and are, therefore, recognized as revenue. -23- W ,rr For assessment and collection purposes, property is classified either as "secured" or "unsecured" and is listed accordingly on separate parts of the assessment roll. The "secured roll" is that part of the assessment roll containing State/assessed public utilities property and property the taxes on which are a lien on real property sufficient, in the opinion of the County Assessor, to secure payment of the taxes. Other property is assessed on the "unsecured roll." 045 Secured and unsecured property taxes are levied based on the assessed value as of January 1, the lien date, of the preceding fiscal year Secured property tax is levied on October 1 and due in two installments, on November 1 and March 1 Collection dates are December 10 and April 10 which are also the delinquent dates. At that time, delinquent accounts are assessed a penalty of 10%. Accounts that remain unpaid on June 30 are charged an additional 1.5 % per month. Such property may thereafter be redeemed by payment of a penalty of 1.5% per month to the time of redemption, plus costs and a redemption fee. If taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the County Treasurer Unsecured property tax is levied on July 1 and due on July 31, and has a collection date of August 31 which is also the delinquent date. A 10% penalty attaches to delinquent unsecured taxes. If unsecured taxes are unpaid at 5:00 p.m. on October 31, an additional penalty of 1.5% attaches to them on the first day of each month until paid. The taxing authority has four ways of collecting delinquent unsecured personal property taxes. (1) bringing a civil action against the taxpayer; (2) filing a certificate in the office of the County Clerk specifying certain facts in order to obtain a lien on certain property of the taxpayer; (3) filing a certificate of delinquency for record in the County Clerk and County Recorder's office in order to obtain a lien on certain property of the taxpayer; and (4) seizing and selling personal property, improvements, or possessory interests belonging or assessed to the assessee. Assessed Valuation. All property is assessed using full cash value as defined by Article XIIIA of the State Constitution. State law provides exemptions from ad valorem property taxation for certain classes of property such as churches, colleges, nonprofit hospitals and charitable institutions. Future assessed valuation growth allowed under Article XIIIA (new construction, certain changes of ownership, 2% inflation) will be allocated on the basis of "situs" among the jurisdictions that serve the tax rate area within which the growth occurs. Local agencies and schools will share the growth of "base" revenues from the tax rate area. Each year's growth allocation becomes part of each agency's allocation in the following year The availability of revenue from growth in tax bases to such entities may be affected by the establishment of redevelopment agencies which, under certain circumstances, may be entitled to revenues resulting from the increase in certain property values. The passage of Assembly Bill 454 in 1987 changed the manner in which unitary and operating nonunitary property is assessed by the State Board of Equalization. The legislation deleted the formula for the allocation of assessed value attributed to such property and imposed a State -mandated local program requiring the assignment of the assessment value of all unitary and operating non -unitary property in each county of each State assessee other than a regulated railway company The legislation established formulas for the computation of applicable county- wide rates for such property and for the allocation of property tax revenues attributable to such property among taxing jurisdictions in the county beginning in fiscal year 1988-89 This legislation requires each County to issue each State assessee, other than a regulated railway company, a single tax bill for all unitary and operating nonunitary property Assessment Appeals. Property tax values determined by the County Assessor may be subject to appeal by property owners. Assessment appeals are annually filed with the -24- 47 Assessment Appeals Board for a hearing and resolution. The resolution of an appeal may result in a reduction to the County Assessor's original taxable value and a tax refund to the applicant/property owner Each assessment appeal could result in a reduction of the taxable value of the real property, personal property or possessory interest of the property which is the subject of the appeal. Alternatively, an appeal may be withdrawn by the applicant or the Assessment Appeals Board may deny or modify the appeal at a hearing or by stipulation. Effect of Delinquencies and Foreclosures on Property Tax Collections As described above, once an installment of property tax becomes delinquent, penalties are assessed commencing on the applicable delinquency date until the delinquent installment(s) and all assessed penalties are paid. In the event of foreclosure and sale of property by a mortgage holder, all past due property taxes, penalties and interest are required to be paid before the property can be transferred to a new owner The level of default and foreclosure activity has affected certain homeowners nationwide. Within the State, the greatest impacts to date are in regions of the Central Valley, the Inland Empire, and other areas in the State where the large numbers of new mortgages were originated in more affordable areas. The increased level of default and foreclosure activity has resulted in downward pressure on home prices in the affected areas. Set forth in the tables below are assessed valuation for secured and unsecured property within the City of Atascadero and tax levies and collections (as of the close of each fiscal year) for the five most recent fiscal years. City of Atascadero Gross Assessed Value of All Taxable Property (in thousands) Fiscal Total Before Total After Year Local Secured Utility Unsecured Rdv Increment Rdv Increment 2005-06 2,366,652,752 333,415 57,578,503 2,424,564,670 2,193,224,109 2006-07 2,734,018,443 208,088 62,467,779 2,796,694,310 2,496,307,377 2007-08 3,028,940,832 38,123 61,485,651 3,090,464,606 2,736,719,191 2008-09 3,089,522,126 56,636 64,341,246 3,153,920,008 2,783,001,795 2009-10 2,983,034,400 56,636 65,268,847 3,048,359,883 2,693,564,450 Source: California Municipal Statistics, Inc Generally, the Teeter Plan provides for a tax distribution procedure by which secured roll taxes and assessments are distributed to taxing agencies within a county included in the Teeter ■■ • • ■ • ■ ■ • ■ •s .��ssals��sases.Jl��lS��li�lddiay -25- W• delinquent secured assessments including the associated penalties and interest and 100% of the then -current year's secured l l vv. The Board of Supervisors of the County may discontinue the procedures under the Teeter Plan altogether, or with respect to any tax or assessment levying agency in the County if the rate of secured tax and assessment delinQuency in that agency in any year exceed 3% of the total of all taxes and assessment levied on the secured rolls for that aggggy. General Fund Property Tax Levies and Celleetions (in ihettsand4 Tetal DClinqtieney Delif�eney L':••••1TJl 1-C[l Year Total Le" � 1ZII atintPereen 2n�5 J 2005 6 2006 7 2008290708 In 1978, the voters of the State passed Proposition 8, a constitutional amendment to Article XIIIA that allows a temporary reduction in assessed value when real property suffers a decline in value. A decline in value occurs when the current market value of real property is less than the current assessed (taxable) factored base year value as of the lien date, January 1 See also "CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS—Article XIIIA of the California Constitution." -26- Wel Principal Taxpayers. The following table sets forth the principal secured property taxpayers in the City as of fiscal year 2009-10, the most current information available. City of Atascadero Principal Secured Property Taxpayers Fiscal Year 2009-10 (dollars in thousands) Property Owner 1. Bordeaux House LP 2. Wal-Mart Stores Inc. 3. Carlton Hotel Investments LLC 4. Trimark Pacific -La Terraza LLC 5. Corona Dove Creek LLC 6. New Albertsons Inc. 7 HD Development of Maryland Inc. 8. Mission Oaks Annex LLC 9 Romaldo & Janice Martin 10. Vons Companies Inc. 11 Denver Gardens Co. LLC 12. Adobe Plaza LLC 13 9401 Jornada II LLC 14. BLT-Atascadero 7210 LLC 15 Albert C. Holland, Trustee 16. Colony Square LLC 17 MP Paso LLC 18. Hidden Oaks Apartments Inc. 19 Atascadero North LLC 20 Atascadero 101 Associates et. al. Source: California Municipal Statistics, Inc. (1) 2009-10 Local Secured Assessed Valuation: $2,983,034,400 OTHER FINANCIAL INFORMATION Labor Relations City employees are represented by four labor union associations, the principal one being Service Employees International Union Local 620 which represents approximately 42% of all City employees. Currently a. *roximAely 82% of all permanent City employees are covered by negotiated agreements. Negotiated agreements have the following expiration dates: City of Atascadero Negotiated Employee Agreements Bargaining -Init Service • • •nal Union LocaL62(2 Atascadero Police Association Atascadero Firefighters Ba Mid Management / Pr• ••.Employeps -27- 50 Contract Number of Expiration Date Employees Tune3 k 2011 32 Tune 30.2011 32 Tune 30.2011 1$ Tune 30.2011 4 2009-10 Assessed % of Primary Land Use Valuation Total (1) Apartments $ 23,304,247 0.78% Commercial 19,367,041 0.65 Hotel 13,812,689 046 Residential Development 13,495,000 0.45 Residential Development 11,340,360 0.38 Commercial 10,309,017 0.35 Commercial 8,162,546 0.27 Shopping Center 8,103,940 0.27 Commercial 7,696,515 0.26 Commercial 7,590,548 0.25 Commercial 7,583,284 0.25 Shopping Center 7,413,891 0.25 Apartments 7,375,951 0.25 Commercial 7,375,257 0.25 Hotel 7165,856 0.24 Commercial 7,033,583 0.24 Office Building 6,966,720 0.23 Apartments 6,834,847 0.23 Commercial 6,716,613 0.23 Shopping Center 6,029,600 0.20 $193,677,505 6.49% Source: California Municipal Statistics, Inc. (1) 2009-10 Local Secured Assessed Valuation: $2,983,034,400 OTHER FINANCIAL INFORMATION Labor Relations City employees are represented by four labor union associations, the principal one being Service Employees International Union Local 620 which represents approximately 42% of all City employees. Currently a. *roximAely 82% of all permanent City employees are covered by negotiated agreements. Negotiated agreements have the following expiration dates: City of Atascadero Negotiated Employee Agreements Bargaining -Init Service • • •nal Union LocaL62(2 Atascadero Police Association Atascadero Firefighters Ba Mid Management / Pr• ••.Employeps -27- 50 Contract Number of Expiration Date Employees Tune3 k 2011 32 Tune 30.2011 32 Tune 30.2011 1$ Tune 30.2011 4 cm Source: City of Atascadero Finance Department. Expired contracts are currently under negotiation. The City has never had an employee work stoppage Risk Management The City is a member of the California Joint Powers Insurance Authority (Authority) The Authority is composed of 122 California public entities and is organized under a joint powers agreement pursuant to California Government Code §6500 et seq The purpose of the Authority is to arrange and administer programs for the pooling of self-insured losses, to purchase excess insurance or reinsurance, and to arrange for group purchased insurance for property and other coverages. The Authority's pool began covering claims of its members in 1978. Each member government has an elected official as its representative on the Board of Directors. The Board operates through a 9 -member Executive Committee. Separate financial statements for the Authority can be obtained by writing California JPIA, Administrative Services Director, 8081 Moody Street, La Palma, CA 90623 Self -Insurance General Liability Each member government pays a primary deposit to cover estimated losses for a fiscal year (claims year) After the close of a fiscal year, outstanding claims are valued. A retrospective deposit computation is then made for each open claims year Claims are pooled separately between police and non -police. Costs are allocated to members by the following methods within each of the four layers of coverage: (1) the first $30,000 of each occurrence is charged directly to the member's primary deposit; (2) costs from $30,000 to $750,000 and the loss development reserves associated with losses up to $750,000 are pooled based on the member's share of losses under $30,000; (3) losses from $750,000 to $2,000,000 and the associated loss development reserves are pooled based on payroll, (4a) costs of covered claims from $2,000,000 to $50,000,000 are paid under reinsurance and excess insurance policies (4b) subject to a $3,000,000 annual aggregate deductible (4c) and a quota -sharing agreement whereby the Authority is financially responsible for 40% of losses occurring within the $2,000,000 to $10,000,000 layer The costs associated with 4a -c are estimated using actuarial models and pre -funded as part of the primary and retrospective deposits. The overall policy limit for each member including all layers of coverage is $50,000,000 per occurrence. Costs of covered claims for subsidence losses are paid by excess insurance with the following sub -limits per member- $25,000,000 per occurrence with a $15,000,000 annual aggregate. Workers' Compensation The City also participates in the workers' compensation pool administered by the Authority Each member pays a primary deposit to cover estimated losses for a fiscal year (claims year) After the close of a fiscal year, outstanding claims are valued. A retrospective deposit computation is then made for each open claims year Claims are pooled separately between public safety and non-public safety Costs are allocated to members by the following methods within each of the four layers of coverage: (1) the first $50,000 of each loss is charged directly to the member's primary deposit; (2) losses from $50,000 to $100,000 and the loss development reserve associated with losses up to $100,000 are pooled based on the member's share of losses under $50,000, (3) losses from $100,000 to $2,000,000 and the loss development reserves associated with those losses are pooled based on payroll, (4) losses from $2,000,000 up to NZ 51 statutory limits are paid under an excess insurance policy Protection is provided per statutory liability under California Workers Compensation law Employer's Liability losses are pooled among members to $2,000,000, coverage from $2,000,000 to $4,000,000 is purchased as part of an excess insurance policy, and losses from $4,000,000 to $10,000,000 are pooled among members. Purchased Insurance Environmental Insurance. The City participates in the pollution legal liability and remediation legal liability insurance which is available through the Authority The policy covers sudden and gradual pollution of scheduled property, streets, and storm drains owned by the City Coverage is on a claims -made basis. There is a $50,000 deductible. The Authority has a limit of $50,000,000 for the 3 -year period from July 1, 2008 through July 1, 2011 Each member of the Authority has a $10,000,000 sub -limit during the 3 -year term of the policy Property Insurance. The City participates in the all-risk property protection program of the Authority This insurance protection is underwritten by several insurance companies. The City property is currently insured according to a schedule of covered property submitted by the City to the Authority The City property currently has all-risk property insurance protection in the amount of $41,836,2-71 There is a $5,000 deductible per occurrence except for non -emergency vehicle insurance which has a $1,000 deductible. Premiums for the coverage are paid annually and are not subject to retroactive adjustments. Crime Insurance. The City purchases crime insurance coverage in the amount of $1,000,000 with a $2,500 deductible. The fidelity coverage is provided through the Authority Premiums are paid annually and are not subject to retroactive adjustments. Special Event Tenant User Liability Insurance The City further protects against liability damages by requiring tenant users of certain property to purchase low-cost tenant user liability insurance for certain activities on C1 —property The insurance premium is paid by the tenant user and is paid to the City according to a schedule. The City then pays for the insurance The insurance is arranged by the Authority During the past three fiscal (claims) years, none of the above programs of protection have had settlements or judgments that exceeded pooled or insured coverage. There have been no significant reductions in pooled or insured liability coverage from coverage in the prior year The City is fully self-insured for unemployment claims. The City retains the risk for losses incurred prior to joining the California Joint Powers Insurance Authority Several member agencies of the now dissolved Central Coast Cities Self - Insurance Fund continue to participate in a non -risk sharing arrangement for claims management and the purchase of excess insurance for claims prior to joining CJPIA. Losses are debited and investment income is credited to specific member accounts. The City has not incurred any losses in excess of insurance coverage. -29- 52 E5 0_5 Employee Retirement Plans Public Employees Retirement System (PERS) Plan Description - The City's defined benefit pension plan, Public Employees' Retirement System (PERS), provides retirement and disability benefits, annual cost -of -living adjustments, and death benefits to plan members and beneficiaries. The City contributes to a risk pool under PERS which is part of the Public Agency portion of the California Public Employees' Retirement System, (Ca1PERS), an agent multiple -employer plan administered by Ca1PERS, which acts as a common investment and administrative agent for participating public employers within the State of California. A menu of benefit provisions, as well as other requirements, is established by State statutes with the Public Employees' Retirement Law The City selects optional benefit provisions from the benefit menu by contract with CaIPERS and adopts those benefits through local ordinance (other local methods) Ca1PERS issues a separate comprehensive annual financial report. Copies of the Ca1PERS' annual financial report may be obtained from the Ca1PERS Executive Office, Post Office Box 942701, Sacramento, CA 94229- 2701 Funding Policy - Active plan members in the PERS are required to contribute 8% for miscellaneous members or 9% for safety members of their annual covered salary The City makes 5.85% of the contributions required of miscellaneous City employees and 100% of the contributions required of safety employees on their behalf and for their account. The City of Atascadero is required to contribute the actuarially determined remaining amounts necessary to fund the benefits for its members. The actuarial methods and assumptions used are those adopted by the Ca1PERS Board of Administration. The required employer contribution rate for the fiscal year 2008-2009 was 12.826% for miscellaneous employees and 25.869% for safety employees. The contribution requirements of the plan members are established by State statute, and the employer contribution rate is established and may be amended by CalPERS. The City's contributions to Ca1PERS for the fiscal year ending June 30, 2009, 2008, and 2007 were $1,696,714, $1,680,239, and $1,388,590, respectively and equal 100% of the required contributions for each year Defined Contribution Plan The City offers a defined contribution plan, Nationwide Retirement Solutions, for those employees that are excluded from Ca1PERS membership due to part-time or elected status. The plan is approved as an FICA substitute. Member's contribute 5% and the City contributes 2.5% Total employee contributions for Fiscal Year 2008-09 were $17,508, and total contributions from the City were $8,754. Nationwide Retirement Solutions is the public employee plan subsidiary of Nationwide Financial Services, Inc. (NYSE. NFS) Other Post Employment Benefits Plan Description. In addition to the PERS pension benefits described above, the City provides post-retirement health benefits for Executive Management (City Council, City Manager, and Department Heads) The City agreed to reimburse the retiree for retiree and/or retiree's dependent health (medical/dental/vision) insurance premiums, disability insurance, long-term health care or life insurance premiums up to a maximum of $200 per month. The benefit is available upon retirement from PERS or other similar retirement program after age 50, and the employee must have served for eight years with the City The benefit extends between the date of retirement and age 65 Currently, there is one person receiving benefits and thirteen other people that may become eligible for benefits under this program. Funding Policy The City accounts for this benefit on a pay-as-you-go basis. Postemployment expenditures are made from the General Fund, which is maintained on the 30- 53 modified accrual basis of accounting. No funds are set aside to pay for benefits and administrative costs. These expenditures are paid as they come due. In fiscal year ended, June 30, 2009, the City's total contributions were $2,400 Annual OPEB Cost and Net OPEB Obligation The City's annual other postemployment benefit (OPEB) cost (expense) is calculated based on the annual required contribution of the employer (ARC) The City has elected to calculate the ARC and related information using the alternative measurement method permitted by GASB Statement 45 for employers in plans with fewer than one hundred total plan members. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed thirty years. The following table shows the components of the City's annual OPEB cost for Fiscal Year 2008-09 the amount actually contributed to the plan, and changes in the City's net OPEB obligation for the postemployment healthcare benefits: Annual required contribution $ 20,130 Interest on net OPEB obligation 604 Adjustment to annual required contribution - Annual OPEB cost (expense) 20,734 Contributions made (2,400) Increase (decrease) in net OPEB obligation 18,334 Net OPEB obligation, beginning of year 124,904 Net OPEB obligation, end of year $ 143,238 The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation for Fiscal Year 2008-09 were as follows: For Year Ended June 30 2009 Annual OPEB Cost $18,334 % of Annual OPEB Net OPEB Cost Contributed Obligation 131% $ 143,238 Funded Status and Funding Progress As of June 30, 2009, the actuarial accrued liability for benefits was $143,238, all of which was unfunded. The covered payroll (annual payroll of active employees covered by the plan) was $1,110,962, and the ratio of the unfunded actuarial accrued liability to the covered payroll was 12.9 percent. The projection of future benefit payments for an ongoing plan involves estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The schedule of funding progress, presented as required supplementary information following the notes to the financial statements, presents information about the actuarial value of plan assets and the actuarial accrued liabilities for benefits. Actuarial Methods and Assumptions Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and the plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer and plan members at that point. The actuarial methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value assets, consistent with the long-term perspective of the calculations. -31- 54 on The following simplifying assumptions were made: Retirement age for active employees - Based on the historical average retirement age for the covered group, public safety active plan members were assumed to retire at age 50, or at the first subsequent year in which the member would qualify for benefits and other active plan members were assumed to retire at age 55, or at the first subsequent year in which the member would qualify for benefits. Mortality - All active and inactive plan members were expected to live through age 65 (the age that benefits terminate) Turnover - Non -group -specific age -based turnover data from GASB Statement 45 were used as the basis for assigning active members a probability of remaining employed until the assumed retirement\age and for development of an expected future working lifetime assumption for purposes of allocating to periods the present value of total benefits to be paid. Based on the historical and expected returns of the City's short-term investment portfolio, a discount rate of 3.0 percent was used. In addition, a simplified version of the projected unit credit and level cost method was used. The remaining amortization period at June 30, 2009, was thirty years. Short -Term Obligations The City currently has no outstanding short-term obligations. Long -Term Obligations General Obligation Debt As of June 30, 2009, the City had no long-term general obligation bonded indebtedness outstanding and has never defaulted on any of its bonded indebtedness previously issued. The City has no authorized but unissued debt. Lease Obligations As of June 30, 2009 the City had no long-term general fund secured indebtedness. Overlapping Debt Set forth below is a direct and overlapping debt report (the "Debt Report") prepared by California Municipal Statistics, Inc. and effective August 1, 2010 The Debt Report is included for general information purposes only The City has not reviewed the Debt Report for completeness or accuracy and makes no representation in connection therewith. The Debt Report generally includes long-term obligations sold in the public credit markets by public agencies whose boundaries overlap the boundaries of the City in whole or in part. Such long-term obligations generally are not payable from revenues of the City (except as indicated) nor are they necessarily obligations secured by land within the City In many cases, long-term obligations issued by a public agency are payable only from the general fund or other revenues of such public agency The contents of the Debt Report are as follows. (1) the first column indicates the public agencies which have outstanding debt as of the date of the Debt Report and whose territory overlaps the City; (2) the second column shows the respective percentage of the assessed valuation of the overlapping public agencies identified in column 1 which is represented by property located in the City; and (3) the third column is an apportionment of the dollar amount -32- 55 of each public agency's outstanding debt (which amount is not shown in the table) to property in the City, as determined by multiplying the total outstanding debt of each agency by the percentage of the City's assessed valuation represented in column 2. City of Atascadero Direct and Overlapping Bonded Debt as of August 1, 2010 2009-10 Assessed Valuation. $3,048,359,883 Redevelopment Incremental Valuation. 354,795,433 Adjusted Assessed Valuation: $2,693,564,450 OVERLAPPING TAX AND ASSESSMENT DEBT % Applicable Debt 6/1/10 Atascadero Unified School District Lease Tax Obligations 70.607% $4,667,123 City of Atascadero 1915 Act Bonds 100 590,000 TOTAL OVERLAPPING TAX AND ASSESSMENT DEBT $5,257,123 DIRECT AND OVERLAPPING GENERAL FUND DEBT San Luis Obispo County Certificates of Participation 6942% $ 2,765,346 San Luis Obispo County Pension Obligations 6.942 8,708,350 San Luis Obispo Community College District Certificates of Participation 6.915 2,745,947 City of Atascadero General Fund Obligations 100 - (1) TOTAL DIRECT AND OVERLAPPING GENERAL FUND DEBT $14,219,643 COMBINED TOTAL DEBT $19 476,766 (2) (1) Excludes issue to be sold. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and tax allocation bonds and non -bonded capital lease obligations. Ratios to 2009-10 Assessed Valuation Total Overlapping Tax and Assessment Debt .0.17% Ratios to Adjusted Assessed Valuation. Combined Direct Debt........ - % Combined Total Debt .0.72% STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/09• $0 Source: California Municipal Statistics, Inc. and City of Atascadero Finance Department. -33- 56 M CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES, REVENUES AND APPROPRIATIONS Article XIIIA of the California Constitution On June 6, 1978, California voters approved an amendment (commonly known as both Proposition 13 and the Jarvis -Gann Initiative) to the California Constitution. This amendment, which added Article XIIIA to the California Constitution, among other things affects the valuation of real property for the purpose of taxation in that it defines the full cash property value to mean "the county assessor's valuation of real property as shown on the 1975-76 tax bill under "full cash value," or thereafter, the appraised value of real property newly constructed, or when a change in ownership has occurred after the 1975 assessment." The full cash value may be adjusted annually to reflect inflation at a rate not to exceed 2% per year, or a reduction in the consumer price index or comparable local data at a rate not to exceed 2% per year, or reduced in the event of declining property value caused by damage, destruction or other factors including a general economic downturn. The amendment further limits the amount of any ad valorem tax on real property to one percent of the full cash value except that additional taxes may be levied to pay debt service on indebtedness approved by the voters prior to July 1, 1978, and bonded indebtedness for the acquisition or improvement of real property approved on or after July 1, 1978 by two-thirds of the votes cast by the voters voting on the proposition. Legislation enacted by the California Legislature to implement Article XIIIA provides that all taxable property is shown at full assessed value as described above. In conformity with this procedure, all taxable property value included in this Official Statement (except as noted) is shown at 100% of assessed value and all general tax rates reflect the $1 per $100 of taxable value. Tax rates for voter approved bonded indebtedness and pension liability are also applied to 100% of assessed value. *►• The voters of the State subsequently approved various measures which further amended Article XIIIA. One such amendment generally provides that the purchase or transfer of (i) real property between spouses or (ii) the principal residence and the first $1,000,000 of the Full Cash Value of other real property between parents and children, do not constitute a "purchase" or "change of ownership" triggering reappraisal under Article XIIIA. Other amendments permitted the State Legislature to allow persons over the age of 55 who meet certain criteria or "severely disabled homeowners" who sell their residence and buy or build another of equal or lesser value within two years in the same county, to transfer the old residence's assessed value to the new residence Other amendments permit the State Legislature to allow persons who are either 55 years of age or older, or who are "severely disabled," to transfer the old residence's assessed value to their new residence located in either the same or a different county and acquired or newly constructed within two years of the sale of their old residence. In the November 1990 election, the voters approved an amendment of Article XIIIA to permit the State Legislature to exclude from the definition of "new construction" certain additions and improvements, including seismic retrofitting improvements and improvements utilizing earthquake hazard mitigation technologies constructed or installed in existing buildings after November 6, 1990 Article XIIIA has also been amended to provide that there would be no increase in the Full Cash Value base in the event of reconstruction of the property damaged or destroyed in a disaster Section 51 of the Revenue and Taxation Code permits county assessors who have reduced the assessed valuation of a property as a result of natural disasters, economic downturns or other factors, to subsequently "recapture" such value (up to the pre -decline value of the property) at -34- 57 an annual rate higher than 2%, depending on the assessor's measure of the restoration of value of the damaged property Section 4 of Article XIIIA also provides that cities, counties and special districts cannot, without a two-thirds vote of the qualified electors, impose special taxes, which has been interpreted to include special fees in excess of the cost of providing the services or facility for which the fee is charged, or fees levied for general revenue purposes. Both the California State Supreme Court and the United States Supreme Court have upheld the validity of Article XIIIA. Article XIIIB of the California Constitution On November 6, 1979, California voters approved Proposition 4, the Gann Initiative, which added Article XIIIB to the California Constitution. In June 1990, Article XIIIB was amended by the voters through their approval of Proposition 111 Article XIIIB of the California Constitution limits the annual appropriations of the State and any city, county, school district, authority or other political subdivision of the State to the level of appropriations for the prior fiscal year, as adjusted annually for changes in the cost of living, population and services rendered by the governmental entity The "base year" for establishing such appropriation limit is fiscal year 1978-79 Increases in appropriations by a governmental entity are also permitted (1) if financial responsibility for providing services is transferred to the governmental entity, or (2) for emergencies so long as the appropriations limits for the three years following the emergency are reduced to prevent any aggregate increase above the Constitutional limit. Decreases are required where responsibility for providing services is transferred from the government entity Appropriations subject to Article XIIIB include generally any authorization to expend during the fiscal year the proceeds of taxes levied by the State or other entity of local government, exclusive of certain State subventions, refunds of taxes, benefit payments from retirement, unemployment insurance and disability insurance funds. Appropriations subject to limitation pursuant to Article XIIIB do not include debt service on indebtedness existing or legally authorized as of January 1, 1979, on bonded indebtedness thereafter approved according to law by a vote of the electors of the issuing entity voting in an election for such purpose, appropriations required to comply with mandates of courts or the Federal government, appropriations for qualified outlay projects, and appropriations by the State of revenues derived from any increase in gasoline taxes and motor vehicle weight fees above January 1, 1990 levels. "Proceeds of taxes" include, but are not limited to, all tax revenues and the proceeds to any entity of government from (1) regulatory licenses, user charges, and user fees to the extent such proceeds exceed the cost of providing the service or regulation, (2) the investment of tax revenues and (3) certain State subventions received by local governments. As amended by Proposition 111, the appropriations limit is tested over consecutive two-year periods. Any excess of the aggregate "proceeds of taxes" received by the City over such two-year period above the combined appropriations limits for those two years is to be returned to taxpayers by reductions in tax rates or fee schedules over the subsequent two years. As amended in June 1990, the appropriations limit for the City in each year is based on the limit for the prior year, adjusted annually for changes in the costs of living and changes in population, and adjusted, where applicable, for transfer of financial responsibility of providing services to or from another unit of government. The change in the cost of living is, at the City's option, either (1) the percentage change in California per capita personal income, or (2) the percentage change in the local assessment roll for the jurisdiction due to the addition of nonresidential new construction. The measurement of chance in population is, at the Citv's -35- M VW5 on Article XIIIB permits any government entity to change the appropriations limit by vote of the electorate in conformity with statutory and Constitutional voting requirements, but any such voter -approved change can only be effective for a maximum of four years. Proposition 218 On November 5, 1996, the voters of the State approved Proposition 218, a constitutional initiative, entitled the "Right to Vote on Taxes Act" ("Proposition 218") Proposition 218 added Articles XIII C and XIII D to the California Constitution and contained a number of interrelated provisions affecting the ability of local governments, including the City, to levy and collect both existing and future taxes, assessments, tees and charges. The City is unable to predict whether and to what extent Proposition 218 may be held to be constitutional or how its terms will be interpreted and applied by the courts. Proposition 218 could substantially restrict the City's ability to raise future revenues and could subject certain existing sources of revenue to reduction or repeal, and increase the City's costs to hold elections, calculate fees and assessments, notify the public and defend its fees and assessments in court. However, the City does not presently believe that the potential financial impact on the City as a result of the provisions of Proposition 218 will adversely affect the City's ability to pay its debt obligations and perform its other obligations payable from the General Fund as and when due. Article XIII C requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes of the City require a majority vote and taxes for specific purposes, even if deposited in the City's General Fund, require a two- thirds vote. Further, any general purpose tax that the City imposed, extended or increased without voter approval after December 31, 1994 may continue to be imposed only if approved by a majority vote in an election held within two years of November 5, 1996. The City has not enacted, imposed, extended or increased any tax without voter approval since January 1, 1995 These voter approval requirements of Proposition 218 reduce the flexibility of the City to raise revenues through General Fund taxes, and no assurance can be given that the City will be able to impose, extend or increase such taxes in the future to meet increased expenditure requirements. Article XIII C also expressly extends to voters the power to reduce or repeal local taxes, assessments, fees and charges through the initiative process, regardless of the date such taxes, assessments, fees or charges were imposed. This extension of the initiative power is not limited by the terms of Proposition 218 to fees imposed after November 6, 1996 and absent other legal authority could result in retroactive reduction in any existing taxes, assessments or fees and charges. SB 919 provides that the initiative powers extended to voters under Article XIII C likely excludes actions construed as impairment of contracts under the contract clause of the United States Constitution. SB 919 provides that the initiative power provided for in Proposition 218 "shall not be construed to mean that any owner or beneficial owner of a municipal security, purchased before or after November 6, 1998, assumes the risk of, or in any way consents to, any action by initiative measure that constitutes an impairment of contractual rights" protected by the United States Constitution. However, no assurance can be given that the voters of the City will not, in the future, approve an initiative which reduces or repeals local taxes, assessments, fees or charges that currently are deposited into the City's General Fund. Further, "fees" and "charges" are not defined in Article XIII C or SB 919, and it is unclear whether these terms are intended to have the same meanings for purposes of Article XIII C as they do in Article XIII D Accordingly, the scope of the initiative power under Article XIII C could include all sources of -36- 59 General Fund monies not received from or imposed by the federal or State government or derived from investment income. The initiative power granted under Article XIII C of Proposition 218, by its terms, applies to all local taxes, assessments, fees and charges The City is unable to predict whether the courts will ultimately interpret the initiative provision to be limited to property related local taxes, assessments, fees and charges. No assurance can be given that the voters of the City will not, in the future, approve an initiative which reduces or repeals local taxes, assessments, fees or charges which are deposited into the City's General Fund. The City believes that in the event that the initiative power was exercised so that all local taxes, assessments, fees and charges which may be subject to the provisions of Proposition 218 are reduced or substantially reduced, the financial condition of the City, including its General Fund, would be materially adversely affected. As a result, there can be no assurances that the City would be able to pay the Certificates as and when due or any of its other obligations payable from the General Fund. Article XIII D of Proposition 218 adds several new requirements to make it more difficult for local agencies to levy and maintain "assessments" for municipal services and programs. "Assessment" is defined in Proposition 218 and SB 919 as any levy or charge upon real property for a special benefit conferred upon the real property This includes maintenance assessments imposed in City service areas and in special districts. In most instances, in the event that the City is unable to collect assessment revenues relating to specific programs as a consequence of Proposition 218, the City will curtail such services rather than use amounts in the General Fund to finance such programs. Accordingly, the City anticipates that any impact Proposition 218 may have on existing or future taxes, fees, and assessments will not adversely affect the ability of the City to pay the Certificates as and when due. However, no assurance can be given that the City may or will be able to reduce or eliminate such services in the event the assessments that presently finance them are reduced or repealed. Article XIII D also adds several provisions, including notice requirements and restrictions on use, affecting "fees" and "charges" which are defined as "any levy other than an ad valorem tax, a special tax, or an assessment, imposed by a local government upon a parcel or upon a person as an incident of property ownership, including a user fee or charge for a property related service." The annual amount of revenues that are received by the City and deposited into its General Fund which may be considered to be property related fees and charges under Article XIII D of Proposition 218 is not substantial. Accordingly, presently the City does not anticipate that any impact Proposition 218 may have on future fees and charges will not adversely affect the ability of the City to pay the principal of and interest on the Certificates as and when due. However, no assurance can be given that the City may or will be able to reduce or eliminate such services in the event the fees and charges that presently finance them are reduced or repealed. Additional implementing legislation respecting Proposition 218 may be introduced in the State legislature from time to time that would supplement and add provisions to California statutory law No assurance may be given as to the terms of such legislation or its potential impact on the City Proposition 1A of 2004 The California Constitution and existing statutes give the legislature authority over property taxes, sales taxes and the vehicle license fee (the "VLF") The legislature has authority to change tax rates, the items subject to taxation and the distribution of tax revenues among local governments, schools, and community college districts. The State has used this authority for many purposes, including increasing funding for local services, reducing State costs, reducing taxation, addressing concerns regarding funding for particular local governments, and restructuring local finance. -37- M 6 The California Constitution generally requires the State to reimburse the local governments when the State "mandates" a new local program or higher level of service. Due to the ongoing financial difficulties of the State, it has not provided in recent years reimbursements for many mandated costs. In other cases, the State has "suspended" mandates, eliminating both responsibility of the local governments for complying with the mandate and the need for State reimbursements. The 2004 Budget Act, related legislation and the enactment of Proposition 1A of 2004 (described below) dramatically changed the State -local fiscal relationship These constitutional and statutory changes implemented an agreement negotiated between the Governor and local government officials (the "State -local agreement") in connection with the 2004 Budget Act. One change related to the reduction of the VLF rate from 2% to 0.65% of the market value of the vehicle. In order to protect local governments, which had previously received all VLF revenues, the 1.35 percent reduction in VLF revenue to cities and counties from this rate change was backfilled by an increase in the amount of property tax revenues they receive. This worked to the benefit of local governments, because the backfill amount annually increases in proportion to the growth in secured roll property tax revenues, which has historically grown at a higher rate than VLF revenues. Proposition 1A of 2004 requires the State to provide local governments with equal replacement revenues. On November 3, 2004 the voters of the State approved Proposition 1A ("Proposition 1A of 2004") Proposition 1A of 2004 amended the State Constitution to, among other things, reduce the Legislature's authority over local government revenue sources by placing restrictions on the State's access to local governments' property, sales, and VLF revenues as of November 3, 2004. Pursuant to Proposition 1A of 2004, the State is able to borrow up to 8% of local property tax revenues but only if the Governor proclaims such action is necessary due to a severe State fiscal hardship and two-thirds of both houses of the State Legislature approve the borrowing. Any amounts borrowed are required to be repaid within three years. Proposition 1A of 2004 also permits the State to borrow from local property tax revenues for no more than two fiscal years within a period of 10 fiscal years, and only if previous borrowings have been repaid. In addition, the State cannot reduce the local sales tax rate or restrict the authority of the local governments to impose or change the distribution of the Statewide local sales tax. Proposition 1A of 2004 generally prohibits the State from mandating activities on cities, counties, or special districts without providing the funding needed to comply with the mandates, and if the State does not provide funding for the activity that has been determined to be mandated, the requirement on cities, counties, or special districts to abide by the mandate is suspended. Proposition 1A of 2004 also expanded the definition of what constitutes a mandate to encompass State action that transfers to cities, counties, and special districts financial responsibility for a required program for which the State previously had partial or complete responsibility The State mandate provisions of Proposition 1A of 2004 do not apply to schools or community colleges or to mandates relating to employee rights. Pursuant to statutory changes made in conjunction with amendments to the fiscal year 2008-09 State Budget Act, the fiscal year 2009-10 State Budget Act and related budget legislation adopted by the State Legislature and signed by the Governor in February 2009 (collectively, the "February 2009 Budget Package"), the VLF rate increased from 0.65% to 115% effective May 19, 2009 Of this 0.50% increase, 0.35% will flow to the State General Fund, and 0 15% will support various law enforcement programs previously funded by the State General Fund. This increased VLF rate will be effective through fiscal year 2010-11 See "RISK FACTORS—State Budgets" for information relating to Proposition 1A and the suspension of Proposition 1A in the State's 2009-10 budget. U-11 61 Future Initiatives Article XIIIA, Article XIIIB, Proposition 218 and Proposition 1A were each adopted as measures that qualified for the ballot pursuant to the State's initiative process. From time to time, other initiative measures could be adopted, which may place further limitations on the ability of the State, the City or local districts to increase revenues or to increase appropriations which may affect the City's revenues or its ability to expend its revenues. RISK FACTORS This section provides a general overview of certain risk factors which should be considered, in addition to the other matters set forth in this Official Statement, in evaluating an investment in the Bonds. This section is not meant to be a comprehensive or definitive discussion of the risks associated with an investment in the Bonds, and the order in which this information is presented does not necessarily reflect the relative importance of various risks. Potential investors in the Bonds are advised to consider the following factors, among others, and to review this entire Official Statement to obtain information essential to the making of an informed investment decision. Any one or more of the risk factors discussed below, among others, could lead to a decrease in the market value and/or in the marketability of the Bonds There can be no assurance that other risk factors not discussed herein will not become material in the future. Limited Obligation The Bonds are not City debt and are limited obligations of the Authority Neither the full faith and credit of the Authority nor the City is pledged for the payment of the interest on or principal of the Bonds nor for the payment of Lease Payments. The Authority has no taxing power The obligation of the City to pay Lease Payments when due is an obligation payable from amounts in the general fund of the City The obligation of the City to make Lease Payments under the Lease Agreement does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. Neither the Bonds nor the obligation of the City to make Lease Payments under the Lease Agreement constitute a debt or indebtedness of the Authority, the City, the State or any of its political subdivisions, within the meaning of any constitutional or statutory debt limitation or restrictions. Lease Payments Are Not Debt The obligation of the City to make the Lease Payments under the Lease does not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. Neither the Bonds nor the obligation of the City to make Lease Payments constitute a debt of the City, the State of California or any political subdivision thereof (other than the Authority) within the meaning of any constitutional or statutory debt limitation or restriction. The Bonds are not general obligations of the Authority, but are limited obligations payable solely from and secured by a pledge of Revenues and amounts held in the funds and accounts created under the Indenture, consisting primarily of Lease Payments. The Authority has no taxing power Although the Lease does not create a pledge, lien or encumbrance upon the funds of the City, the City is obligated under the Lease to pay the Lease Payments from any source of legally available funds and the City has covenanted in the Lease that, for so long as the Property is IBM 62 M M available for its use, it will make the necessary annual appropriations within its budget for the Lease Payments. The City is currently liable and may become liable on other obligations payable from general revenues, some of which may have a priority over the Lease Payments, or which the City, in its discretion, may determine to pay prior to the Lease Payments. The City has the capacity to enter into other obligations payable from the City's general fund, without the consent of or prior notice to the Owners of the Bonds. To the extent that additional obligations are incurred by the City, the funds available to make Lease Payments may be decreased. In the event the City's revenue sources are less than its total obligations, the City could choose to fund other municipal services before making Lease Payments The same result could occur if, because of State constitutional limits on expenditures, the City is not permitted to appropriate and spend all of its available revenues. The City's appropriations, however, have never exceeded the limitations on appropriations under Article XIIIB of the California Constitution. For information on the City's current limitations on appropriations, see "CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES, REVENUES AND APPROPRIATIONS—Article XIIIB of the California Constitution." Valid and Binding Covenant to Budget and Appropriate Pursuant to the Lease Agreement, the City covenants to take such action as may be necessary to include Lease Payments due in its annual budgets and to make necessary appropriations for all such payments. Such covenants are deemed to be duties imposed by law, and it is the duty of the public officials of the City to take such action and do such things as are required by law in the performance of the official duty of such officials to enable the City to carry out and perform such covenants. A court, however, in its discretion may decline to enforce such covenants. Upon issuance of the Bonds, Bond Counsel will render its opinion (substantially in the form of APPENDIX E—"PROPOSED FORM OF BOND COUNSEL OPINION") to the effect that, subject to the limitations and qualifications described therein, the Lease Agreement constitutes a valid and binding obligation of the City As to the Authority's practical realization of remedies upon default by the City, see "—Limitations on Remedies." Abatement In the event of loss or substantial interference in the use and possession by the City of all or any portion of the Property caused by material damage, title defect, destruction to or condemnation of the Property, Lease Payments will be subject to abatement. In the event that such component of the Property, if damaged or destroyed by an insured casualty, could not be replaced during the period of time that proceeds of the City's rental interruption insurance will be available in lieu of Lease Payments, or in the event that casualty insurance proceeds or condemnation proceeds are insufficient to provide for complete repair or replacement of such component of the Property or prepayment of the Bonds, there could be insufficient funds to make payments to Owners in full. Reduction in Lease Payments due to abatement as provided in the Lease does not constitute a default thereunder It is not possible to predict the circumstances under which such an abatement of rental may occur In addition, there is no statute, case or other law specifying how such an abatement of rental should be measured. For example, it is not clear whether fair rental value is established as of commencement of the lease or at the time of the abatement. If the latter, it may be that the value of the Property is substantially higher or lower than its value at the time of the execution and delivery of the Bonds. Abatement, therefore, could have an uncertain and material adverse effect on the security for and payment of the Bonds. -40- 63 Risk of Uninsured Loss The City covenants under the Lease to maintain certain insurance policies on the Property See "SECURITY FOR THE BONDS—Insurance." These insurance policies do not cover all types of risk, and the City need not obtain insurance except as available on the open market from reputable insurers. For instance, the City does not covenant to maintain earthquake insurance. reasenabk des—The Property could be damaged or destroyed due to earthquake or other casualty for which the Property is uninsured. Additionally, the Property could be the subject of an eminent domain proceeding Under these circumstances an abatement of Lease Payments could occur and could continue indefinitely There can be no assurance that the providers of the City's liability and rental interruption insurance will in all events be able or willing to make payments under the respective policies for such loss should a claim be made under such policies. Further, there can be no assurances that amounts received as proceeds from insurance or from condemnation of the Property will be sufficient to redeem the Bonds Under the Lease the City may obtain casualty insurance which provides for a deductible up to $250,000 Should the City be required to meet such deductible expenses, the availability of general fund revenues to make Lease Payments may be correspondingly affected. The City is not obligated under the Lease Agreement to procure and maintain, or cause to be procured and maintained, earthquake insurance on the Property The City eur-r-enfly earries Depending on its severity, an earthquake could result in abatement of Lease Payments under the Lease. See "—Abatement." Eminent Domain If the Property is taken permanently under the power of eminent domain or sold to a government threatening to exercise the power of eminent domain, the term of the Lease will cease as of the day possession is taken. If less than all of the Property is taken permanently, or if the Property or any part thereof is taken temporarily, under the power of eminent domain, (a) the Lease will continue in full force and effect and will not be terminated by virtue of such taking, and (b) there will be a partial abatement of Lease Payments as a result of the application of net proceeds of any eminent domain award to the prepayment of the Lease Payments, in an amount to be agreed upon by the City and the Authority such that the resulting Lease Payments represent fair consideration for the use and occupancy of the remaining usable portion of the Property The City covenants in the Lease to contest any eminent domain award which is insufficient to either- (i) prepay the Lease Payments in whole, if all the Property is condemned, or (ii) prepay a pro rata share of Lease Payments, in the event that less than all of the Property is condemned. Hazardous Substances The existence or discovery of hazardous materials may limit the beneficial use of the Property In general, the owners and lessees of the Property may be required by law to remedy conditions of such parcel relating to release or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as "CERCLA" or the "Superfund Act," is the most well known and widely applicable of these laws, but California laws with regard to hazardous substances are also similarly stringent. Under many of these laws, the owner or lessee is obligated to remedy a -41- M M M hazardous substance condition of the property whether or not the owner or lessee had anything to do with creating or handling the hazardous substance Further it is possible that the beneficial use of the Property may be limited in the future resulting from the current existence on the Property of a substance currently classified as hazardous but which has not been released or the release of which is not presently threatened, or may arise in the future resulting from the current existence on the Property of a substance not presently classified as hazardous but which may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method in which it is handled. All of these possibilities could significantly limit the beneficial use of the Property The City is unaware of the existence of hazardous substances on the Property site which would materially interfere with the beneficial use thereof Earthquakes - - - - ..,MMM - - - -- - - The City is not legally obligated under the Lease Agreement to maintain, or cause to be maintained, earthquake insurance on the Property and no assurance is made that any earthquake insurance will be maintained. If there were to be an occurrence of severe seismic activity in the City, there could be substantial damage to and interference with the City's right to use and occupy all or a portion of the Property, which could result in Lease Payments being subject to abatement. Additionally, severe seismic activity in the City could impact the City's general fund expenditures. See "CERTAIN RISK FACTORS—Abatement" above. Bankruptcy The City is a unit of State government and therefore is not subject to the involuntary procedures of the United States Bankruptcy Code (the "Bankruptcy Code") However, pursuant to Chapter 9 of the Bankruptcy Code, the City may seek voluntary protection from its creditors for purposes of adjusting its debts. In the event the City were to become a debtor under the Bankruptcy Code, the City would be entitled to all of the protective provisions of the Bankruptcy Code as applicable in a Chapter 9 proceeding. Among the adverse effects of such a bankruptcy might be: (i) the application of the automatic stay provisions of the Bankruptcy Code, which, until relief is granted, would prevent collection of payments from the City or the commencement of any judicial or other action for the purpose of recovering or collecting a claim against the City; (ii) the avoidance of preferential transfers occurring during the relevant period prior to the filing of a bankruptcy petition, (iii) the existence of unsecured or court -approved secured debt which may have a priority of payment superior to that of Owners of Bonds, and (iv) the possibility of the adoption of a plan for the adjustment of the City's debt (a "Plan") without the consent of the Trustee or all of the Owners of Bonds, which Plan may restructure, delay, compromise or reduce the amount of any claim of the Owners if the Bankruptcy Court finds that the Plan is fair and equitable. In addition, the City could either reject the Lease or assume the Lease despite any provision of the Lease which makes the bankruptcy or insolvency of the City an event of default thereunder In the event the City rejects the Lease, the Trustee, on behalf of the Owners of the -42- 65 Bonds, would have a pre-petition claim that may be limited under the Bankruptcy Code and treated in a manner under a Plan over the objections of the Trustee or Owners of the Bonds. Moreover, such rejection would terminate the Lease and the City's obligations to make payments thereunder The Authority is a public agency and, like the City, is not subject to the involuntary procedures of the Bankruptcy Code The Authority may also seek voluntary protection under Chapter 9 of the Bankruptcy Code. In the event the Authority were to become a debtor under the Bankruptcy Code, the Authority would be entitled to all of the protective provisions of the Bankruptcy Code as applicable in a Chapter 9 proceeding. Such a bankruptcy could adversely affect the payments under the Indenture. Among the adverse effects might be: (i) the application of the automatic stay provisions of the Bankruptcy Code, which, until relief is granted, would prevent collection of payments from the Authority or the commencement of any judicial or other action for the purpose of recovering or collecting a claim against the Authority; (ii) the avoidance of preferential transfers occurring during the relevant period prior to the filing of a bankruptcy petition, (iii) the existence of unsecured or court -approved secured debt which may have priority of payment superior to that of the Owners of the Bonds, and (iv) the possibility of the adoption of a plan for the adjustment of the Authority's debt without the consent of the Trustee or all of the Owners of the Bonds, which plan may restructure, delay, compromise or reduce the amount of any claim of the Owners if the Bankruptcy Court finds that the Plan is fair and equitable. However, the bankruptcy of the Authority, and not the City, should not affect the Trustee's rights under the Lease. The Authority could still challenge the assignment, and the Trustee and/or the Owners of the Bonds could be required to litigate these issues in order to protect their interests. Limitations on Remedies The rights of the Owners of Bonds are subject to the limitations on legal remedies against counties in the State, including applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors rights generally, now or hereafter in effect, and to the application of general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law Under Chapter 9 of the Bankruptcy Code (Title 11, United States Code), which governs the bankruptcy proceedings for public agencies such as the City, there are no involuntary petitions in bankruptcy If the City were to file a petition under Chapter 9 of the Bankruptcy Code, the Owners of Bonds, the Trustee and the Authority could be prohibited from taking any steps to enforce their rights under the Lease Agreement, and from taking any steps to collect amounts due from the City under the Lease Agreement. All legal opinions with respect to the enforcement of the Lease Agreement and the Indenture will be expressly subject to a qualification that such agreements may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditors' rights generally and by applicable principles of equity if equitable remedies are sought. No Liability of Authority to the Owners Except as expressly provided in the Indenture, the Authority will not have any obligation or liability to the Owners of the Bonds with respect to the payment when due of the Lease Payments by the City, or with respect to the performance by the City of other agreements and covenants required to be performed by it contained in the Lease or the Indenture, or with respect -43- M 0"J to the performance by the Trustee of any right or obligation required to be performed by it contained in the Indenture. Risk of Tax Audit In December 1999, as a part of a larger reorganization of the Internal Revenue Service (the 'IRS"), the IRS commenced operation of its Tax Exempt and Government Entities Division (the "TE/GE Division"), as the successor to its Employee Plans and Exempt Organizations division. The new TE/GE Division has a subdivision that is specifically devoted to tax-exempt bond compliance. Public statements by IRS officials indicate that the number of tax-exempt bond examinations (which would include the issuance of securities such as the Bonds) is expected to increase significantly under the new TE/GE Division. There is no assurance that if an IRS examination of the Bonds was undertaken that it would not adversely affect the market value of the Bonds. See "TAX MATTERS." The City has not been contacted by the IRS regarding the examination of any of its bond transactions. State Budget Information The following information concerning the State's budgets has been obtained from publicly available information which the City believes to be reliable, however, the City does not guarantee the accuracy or completeness of this information and has not independently verified such information. Furthermore, it should not be inferred from the inclusion of this information in this Official Statement that the principal of or interest due with respect to the Bonds is payable from any funds of the State. The Budget Process Through the State budget process, the State can enact legislation that significantly impacts the source, amount and timing of the receipt of revenues by local agencies including the City As in recent years, State budget deficits can result in legislation that adversely impacts local agency budgets. The State's fiscal year begins on July 1 and ends on June 30 The annual budget is proposed by the Governor by January 10 of each year for the next fiscal year (the "Governor's Budget") Under State law, the annual proposed Governor's Budget cannot provide for projected expenditures in excess of projected revenues and balances available from prior fiscal years. Following the submission of the Governor's Budget, the Legislature takes up the proposal. Under the State Constitution, money may be drawn from the Treasury only through an appropriation made by law The primary source of the annual expenditure authorizations is the Budget Act as approved by the Legislature and signed by the Governor The Budget Act must be approved by a two-thirds majority vote of each House of the Legislature. The Governor may reduce or eliminate specific line items in the Budget Act or any other appropriations bill without vetoing the entire bill. Such individual line -item vetoes are subject to override by a two-thirds majority vote of each House of the Legislature. Appropriations also may be included in legislation other than the Budget Act. Bills containing appropriations (except for K-14 education) must be approved by a two-thirds majority vote in each House of the Legislature and be signed by the Governor Bills containing K-14 education appropriations only require a simple majority vote. Continuing appropriations, available without regard to fiscal year may also be provided by statute or the State Constitution. Funds necessary to meet an appropriation need not be in the State Treasury at the time such appropriation is enacted, revenues may be appropriated in anticipation of their receipt. -44- 67 Recent State Budgets. Certain information about the State budgeting process and the State Budget is available through several State of California sources. A convenient source of information is the State's website, where recent official statements for State bonds are posted. The references to internet websites shown below are shown for reference and convenience only; the information contained within the websites has not been reviewed by the City and is not incorporated herein by reference. The California State Treasurer's internet home page at www treasurer ca.gov, under the heading "Bond Finance — Public Finance Division — Bond Sales," posts various State of California Official Statements, many of which contain a summary of the current State Budget, past State Budgets, and the impact of those budgets on school districts in the State. The California State Treasurer's internet home page at www treasurer.ca.gov, under the heading "Financial Information," posts the State's audited financial statements. In addition, the "Financial Information" section includes the State's Rule 15c2-12 filings for State bond issues. The "Financial Information" section also includes the "Overview of the State Economy and Government, State Finances, State Indebtedness, Litigation" from the State's most current Official Statement, which discusses the State budget and its impact on school districts. The California Department of Finance's internet home page at www dof.ca.gov, under the heading "California Budget," includes the text of proposed and adopted State Budgets. The State Legislative Analyst's Office prepares analyses of the proposed and adopted State budgets. The analyses are accessible on the Legislative Analyst's internet home page at www.lao.ca.gov under the heading "Products." For a number of years, the State Legislature has shifted property taxes from cities, counties and special districts to the Educational Revenue Augmentation Fund. The term "ERAF" is often used as a shorthand reference for this shift of property taxes. In 1992-93 and 1993-94, in response to serious budgetary shortfalls, the State Legislature and administration permanently redirected over $3 billion of property taxes from cities, counties, and special districts to schools and community college districts. The 2004-05 California State Budget included an additional $1.3 billion shift of property taxes from certain local agencies, including the City, to occur in Fiscal Years 2004-05 and 2005-06. The City's portion of such property tax shift for these two Fiscal Years was $ To date, over $6 -?–million has been shifted. Proposition IA. On November 2, 2004, California voters approved Proposition 1A, which amended the State Constitution to significantly reduce the State's authority over major local government revenue sources. Under Proposition 1A, the State may not (i) reduce local sales tax rates or alter the method of allocating the revenue generated by such taxes, (ii) shift property taxes from local governments to schools or community colleges, (iii) change how property tax revenues are shared among local governments without twothird approval of both houses of the State Legislature, or (iv) decrease Vehicle License Fees revenues without providing local governments with equal replacement funding Under Proposition 1A, the State may shift to schools and community colleges a limited amount of local government property tax revenue if certain conditions are met, including (a) a proclamation by the Governor that the shift is needed due to a severe financial hardship of the State, and (b) approval of the shift by the State Legislature with a two-thirds vote of both houses. Under such a shift, the State must repay local governments for their property tax losses, with interest, within three years. Proposition 1A does allow the State to approve voluntary exchanges of local sales tax and property tax revenues among local governments within a county -45- .: M 2009-10 and 2010-11 State Budget The following information concerning the State's budgets has been obtained from publicly available information which the City believes to be reliable, however, the City does not guarantee the accuracy or completeness of this information and has not independently verified such information. Furthermore, it should not be inferred from the inclusion of this information in this Official Statement that the principal of or interest on the Bonds is payable by or the responsibility of the State of California. The State of California is experiencing significant financial and budgetary stress. State budgets are affected by national and state economic conditions and other factors over which the City has no control. The State's financial condition and budget policies affect communities and local public agencies throughout 38 California. To the extent that the State budget process results in reduced revenues to the City, the City will be required to make adjustments to its budget. Each State budget, and notably the State's 2009-10 budget, contains a number of measures which impact the City's finances. The State Budget Act for Fiscal Year 2008-09 was signed by the Governor on September 23, 2008— the latest in State history Thereafter, on-going weak economic conditions resulted in significant revenue shortfalls and the Governor declared a fiscal emergency and called special sessions of the Legislature to consider budget actions to address the problems. The Governor's proposed budget for Fiscal Year 2009-10, released December 31, 2008, estimated there would be a budget gap of more than $40 billion for the 18 -month period ending June 30, 2010 Following lengthy budget negotiations, on February 19, 2009, the State Legislature passed revisions to the State Budget Act for the remainder of Fiscal Year 2008-09, as well as the State Budget Act for Fiscal Year 2009-10 and related legislation, which the Governor signed on February 20, 2009 after making additional line -item vetoes. On July 28, 2009, the Governor signed into law a series of amendments to the 2009-10 State Budget (the "2009-10 Budget Amendments") The State's financial difficulties may affect the amount and timing of payments to or for the benefit of cities of funds provided by the State. From time to time, some of the State s budget solutions may increase the financial stress of cities and other local governments because they (1) decrease local revenues (particularly the property tax, road improvement funding, public safety or other categorical funded initiatives) or (2) directly or indirectly increase demand for local programs (such as public safety or indigent health programs) There can be no assurances that the State's financial difficulties will not materially adversely affect the financial condition of the City The 2009-10 Budget Amendments were designed to address the State's budget deficit. The 2009-10 Budget Amendments projected $89.5 billion of General Fund revenues and authorized $84.6 billion of expenditures. Since many of the actions taken to balance the State's Fiscal Year 2009-10 Budget were either one-time actions, or involve loans which have to be repaid, or are based on temporary revenue increases or the limited receipt of federal stimulus funds, budget gaps of several billions of dollars a year are expected to recur in 2010-11 and subsequent years. The State Department of Finance has projected that, using expenditure obligations under existing law and various assumptions concerning revenues in future years, the State would, in the absence of taking additional steps to balance its budget, face an "operating deficit" (expenditures exceeding revenues in the same fiscal year) of $7 4 billion in Fiscal Year 2010-11, $15.5 billion in 2011-12 and $15 1 billion in 2012-13 These projections in turn are based on a number of assumptions. The financial condition of the State is subject to a number of other risks in the future, including particularly potential significant increases in required state contributions to the Public -46- Employees' Retirement System, increased financial obligations related to other post -employment benefits, and increased debt service. City Impact The State's 2009-10 Budget includes an approximately $2 billion borrowing of property tax funds from local government under the provisions of Proposition 1A. As a result of the Proposition lA borrowing, the State withheld approximately 663"498 of property tax revenues in Fiscal Year 2009-10, which the City would otherwise expect the State to repay within 3 years. However, the City and other local governments have elected to participate in a securitization financing offered by a joint powers authority in which they will receive, up front, property tax revenues being borrowed by the State. California Communities, the joint powers authority, issued bonds securitizing the future payments by the State and remitted the proceeds of the bonds to the local governments, including the City, which opted to participate in the securitization. The State will then repay the bondholders to pay off the outstanding bonds, including interest costs As a participant in the financing, the City received the full amount of its property tax reduction in two equal installments of 1 74 on January 15, 2010 and May 3, 2010. The 2009-10 Budget Amendments include a total of $2.05 billion to be taken from local redevelopment agencies through a seizure of $1.7 billion in Fiscal Year 2009-10, and then an additional $350 million in Fiscal Year 2010-11 These funds are to be deposited in county "Supplemental" Educational 39 Revenue Augmentation Funds ("SERAF") to be distributed to meet the State's constitutional minimum funding obligation to schools. The SERAF shift is similar to prior educational augmentation fund shifts which most recently have been invalidated by a local California Superior Court. While the legislative formulation of the SERAF shift is different from prior shifts in certain respects, the California Redevelopment Association believes the shift represents an unconstitutional diversion of redevelopment funds which are dedicated to redevelopment, and has filed suit to invalidate the provisions. On May 4, 2010 the Superior Court of the County of Sacramento issued a ruling upholding the diversion, and requests for a temporary stay of the payment have been denied. The California Redevelopment Association has indicated it will appeal the trial court ruling The City made the SERAF payment for Fiscal Year 2009-10 on May 10, 2010, in the amount of 1,335.322. The City estimates the share of this diversion assessed against the City's redevelopment agency is for Fiscal Year 2010-11 The 2009-10 Budget Amendments allow these funds to be paid by a redevelopment agency through the use of any available funds, and does not require the City to make the payments. However, significant penalties are imposed upon redevelopment agencies which do not make the payments. The City cannot predict the outcome of the currently pending or any future challenge to the SERAF shift or other legislative changes which may affect the City's redevelopment agency, or the impact of such changes on the City's General Fund. The SERAF shift of redevelopment property tax increment funds is significant and, if upheld by the courts and repeated in future fiscal years by the Legislature, could affect the finances of the City's redevelopment agency for years to come. Nevertheless, the City expects that, if ultimately required to be paid, the City's redevelopment agency will fund its SERAF payment for Fiscal Year 2009-10 and 2010-11 from its own property tax increment and without direct impact on the City's General Fund. The State's Fiscal Year 2009-10 Budget also deferred payments of certain gas tax revenues payable to the City in the total amount of 195.692. If additional gas tax transfer deferrals are included in future state budgets the City would expect to apply other available special fund revenues to supplement general fund activities funded from these sources. 2010-11 Budget On November 18, 2009, the State Legislative Analyst's Office estimated the State could face a budget deficit in excess of $20 billion through Fiscal Year 2010-11 To the -47- 70 Lwn on extent that the State's annual budget process results in reduced revenues or increased expenses to the City, the City will be required to make adjustments to its budget. On January 8, 2010 the Governor released his proposed State Budget for Fiscal Year 2010- 11 and called for an emergency legislative session to enact budget changes for the remainder of the current fiscal year His budget estimates an immediate $6.6 billion gap in the State Budget for the current fiscal year Although the proposed budget does not contemplate any further SERAF or Proposition 1A shifts, it anticipates sizable budget shortfall absent federal budget support and other solutions. The City cannot predict whether the final budget solution will impose further adverse impact on the City's General Fund. With the Governor's release of the May Budget Revise on May 14, 2010, the state's deficit is currently estimated at $19 1 billion (comprised of a $7 7 billion shortfall in the current year, a $10.2 billion projected deficit in the budget year beginning July 1, and a reserve of $1.2 billion) Tax receipts are less than projected and the State has not received even half of the $7 billion in federal assistance requested by the Governor Earlier this week, the Governor's spokesperson acknowledged to reporters that while the budget proposal doesn't include new taxes, it does have "terrible cuts." Redevelopment agencies are required to give the state an additional $350 million in SERAF payments in FY 2010-11, unless the appellate court rules otherwise. While additional impacts to cities are indirect, county programs suffered severely The May Revise drastically cuts social service programs, with the Ca1WORKS program proposed for elimination. State workers are facing a salary reduction of 5 percent, a monthly day of personal leave (unpaid), and increased employee retirement contributions. However, funding for education, including K-12, state universities and Cal -Grants, is protected. The Legislative Analyst's Office (LAO) issued its overview of Gov Arnold Schwarzenegger's May Revise on May 21, 2010 and addressed a number of alternatives to drastic cuts available to legislators as budget negotiations begin. Triple Flip Currently, a significant portion of City revenues which are treated as sales tax in fact represent State diversion of property taxes in replacement of lost sales tax revenues because of legislation, commonly referred to as the "Triple Flip," which was submitted to the voters on March 2, 2004, as part of a bond proposition formally known as the "Economic Bond Recovery Act. This act authorized the issuance of $15 billion in bonds to finance the Fiscal Year 2002-03 and 2003-04 State budget deficits, which are payable from a fund established by the redirection of tax revenues through the Triple Flip Under the "Triple Flip" one-quarter of local governments one percent share of the sales tax imposed on taxable transactions within their jurisdiction is redirected to the State. In an effort to eliminate the adverse impact of the sales tax revenue redirection on local government, the legislation provides for property taxes in the ERAF to be redirected to local government. Because the ERAF moneys were previously earmarked for schools, the legislation provides for schools to receive other state general fund revenues It is expected that the swap of sales taxes for property taxes would terminate once the deficit financing bonds were repaid. The "Triple Flip" legislation was approved by voters at the election on March 2, 2004 and the bonds were sold in May 2004. See "FINANCIAL INFORMATION—Local Taxes" herein. Future State Budgets The City cannot predict what actions will be taken in the future by the State Legislature and the Governor to address the State's current and future budget deficits. Future State budgets could be affected by national economic conditions and other factors over which the City will have no control. -48- 71 Further information about the State budget is available from the Public Finance Division of the State Treasurer's Office. In addition, information about the State budget is regularly available at various State -maintained websites, including www.dof.ca.gov (Department of Finance), www.lao.ca.gov (Office of the Legislative Analyst) and www treasurer.ca.gov (State Treasurer) The above-mentioned websites are included herein for informational purposes only The Authority and the City make no representations concerning, and do not take any responsibility for, the accuracy or timeliness of information posted on such websites or the continued maintenance of such websites by the respective entities. Loss of Tax Exemption As discussed under the caption 'TAX MATTERS," in order to maintain the exclusion from gross income for federal income tax purposes of the interest on the Bonds, the City has covenanted in the Lease not to take any action, or fail to take any action, if such action or failure to take such action would adversely affect the exclusion from gross income of interest on the Bonds under section 103 of the Internal Revenue Code of 1986, as amended. Interest on the Bonds could become includable in gross income for purposes of Federal income taxation retroactive to the date the Bonds were issued, as a result of acts or omissions of the City in violation of the Code. Should such an event of taxability occur, the Bonds are not subject to early redemption and will remain outstanding to maturity or until prepaid under the optional redemption or mandatory sinking fund redemption provisions of the Indenture. Limited Secondary Market As stated herein, investment in the Bonds poses certain economic risks which may not be appropriate for certain investors, and only persons with substantial financial resources who understand the risk of investment in the Bonds should consider such investment. There can be no guarantee that there will be a secondary market for purchase or sale of the Bonds or, if a secondary market exists, that the Bonds can or could be sold for any particular price. Changes in Law There can be no assurance that the electorate of the State will not at some future time adopt additional initiatives or that the Legislature will not enact legislation that will amend the laws or the Constitution of the State resulting in a reduction of the general fund revenues of the City and consequently, having an adverse effect on the security for the Bonds. TAX MATTERS Federal tax law contains a number of requirements and restrictions which apply to the Bonds, including investment restrictions, periodic payments of arbitrage profits to the United States, requirements regarding the proper use of bond proceeds and the facilities financed therewith, and certain other matters. The Authority and the City have covenanted to comply with all requirements that must be satisfied in order for the interest on the Bonds to be excludable from gross income for federal income tax purposes. Failure to comply with certain of such covenants could cause interest on the Bonds to become includable in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds. Subject to the Authority's and the City's compliance with certain covenants, interest on the Bonds (i) is excludable from gross income of the owners thereof for federal income tax purposes, (ii) is not included as an item of tax preference in computing the alternative minimum tax for individuals and corporations under the Internal Revenue Code of 1986, as amended (the "Code"), and (iii) interest on the Bonds is not taken into account in computing adjusted current -49- 72 *Mor earnings, which is used as an adjustment in determining the federal alternative minimum tax for certain corporations. Failure to comply with certain of such covenants could cause interest on the Bonds to be includable in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds. In addition, subject to the Authority's and the City's compliance with certain covenants, in the opinion of Bond Counsel, the Bonds are "qualified tax-exempt obligations" under the small issuer exception provided under section 265(b)(3) of the Code, which affords banks and certain other financial institutions more favorable treatment of their deduction for interest expense than would otherwise be allowed under section 265(b)(2) of the Code. Bond Counsel expects to deliver an opinion at the time of delivery of the Bonds in substantially the form set forth in APPENDIX E—"FORM OF BOND COUNSEL'S OPINION " Bond Counsel's opinion represents its legal judgment based upon its review of the law and the facts that it deems relevant to render such opinion and is not a guarantee of a result. The Internal Revenue Code of 1986, as amended (the "Code"), includes provisions for an alternative minimum tax ("AMT") for corporations in addition to the corporate regular tax in certain cases. The AMT, if any, depends upon the corporation's alternative minimum taxable income ("AMTI"), which is the corporation's taxable income with certain adjustments. One of the adjustment items used in computing the AMTI of a corporation (with certain exceptions) is an amount equal to 75% of the excess of such corporation's "adjusted current earnings" over an amount equal to its AMTI (before such adjustment item and the alternative tax net operating loss deduction) "Adjusted current earnings" would include certain tax exempt interest, including interest on the Bonds. Ownership of the Bonds may result in collateral federal income tax consequences to r certain taxpayers, including, without limitation, corporations subject to the branch profits tax, financial institutions, certain insurance companies, certain S corporations, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax exempt obligations. Prospective purchasers of the Bonds should consult their tax advisors as to applicability of any such collateral consequences. The issue price (the "Issue Price") for each maturity of the Bonds is the price at which a substantial amount of such maturity of the Bonds is first sold to the public. The Issue Price of a maturity of the Bonds may be different from the price set forth, or the price corresponding to the yield set forth, on the cover page hereof. If the Issue Price of a maturity of the Bonds is less than the principal amount payable at maturity, the difference between the Issue Price of each such maturity, if any, of the Bonds (the 'OID Bonds") and the principal amount payable at maturity is original issue discount. on For an investor who purchases an OID Bond in the initial public offering at the Issue Price for such maturity and who holds such OID Bond to its stated maturity, subject to the condition that the Authority and the City comply with the covenants discussed above, (a) the full amount of original issue discount with respect to such OID Bond constitutes interest which is excludable from the gross income of the owner thereof for federal income tax purposes, (b) such owner will not realize taxable capital gain or market discount upon payment of such OID Bond at its stated maturity; (c) such original issue discount is not included as an item of tax preference in computing the alternative minimum tax for individuals and corporations under the Code, but is taken into account in computing an adjustment used in determining the alternative minimum tax for certain corporations under the Code, as described above; and (d) the accretion of original 50- 73 issue discount in each year may result in an alternative minimum tax liability for corporations or certain other collateral federal income tax consequences in each year even though a corresponding cash payment may not be received until a later year Owners of OID Bonds should consult their own tax advisors with respect to the state and local tax consequences of original issue discount on such OID Bonds. Owners of Bonds who dispose of Bonds prior to the stated maturity (whether by sale, redemption or otherwise), purchase Bonds in the initial public offering, but at a price different from the Issue Price or purchase Bonds subsequent to the initial public offering should consult their own tax advisors. If a Bond is purchased at any time for a price that is less than the Bond's stated redemption price at maturity or, in the case of an OID Bond, its Issue Price plus accreted original issue discount reduced by payments of interest included in the computation of original issue discount and previously paid (the "Revised Issue Price"), the purchaser will be treated as having purchased a Bond with market discount subject to the market discount rules of the Code (unless a statutory de minimis rule applies). Accrued market discount is treated as taxable ordinary income and is recognized when a Bond is disposed of (to the extent such accrued discount does not exceed gain realized) or, at the purchaser's election, as it accrues. Such treatment would apply to any purchaser who purchases an OID Bond for a price that is less than its Revised Issue Price even if the purchase price exceeds par The applicability of the market discount rules may adversely affect the liquidity or secondary market price of such Bond. Purchasers should consult their own tax advisors regarding the potential implications of market discount with respect to the Bonds. An investor may purchase a Bond at a price in excess of its stated principal amount. Such excess is characterized for federal income tax purposes as "bond premium" and must be amortized by an investor on a constant yield basis over the remaining term of the Bond in a manner that takes into account potential call dates and call prices. An investor cannot deduct amortized bond premium relating to a tax exempt bond. The amortized bond premium is treated as a reduction in the tax exempt interest received. As bond premium is amortized, it reduces the investor's basis in the Bond. Investors who purchase a Bond at a premium should consult their own tax advisors regarding the amortization of bond premium and its effect on the Bond's basis for purposes of computing gain or loss in connection with the sale, exchange, redemption or early retirement of the Bond. There are or may be pending in the Congress of the United States legislative proposals, including some that carry retroactive effective dates, that, if enacted, could alter or amend the federal tax matters referred to above or affect the market value of the Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, it would apply to bonds issued prior to enactment. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. Bond Counsel expresses no opinion regarding any pending or proposed federal tax legislation. The Internal Revenue Service (the "Service") has an ongoing program of auditing tax exempt obligations to determine whether, in the view of the Service, interest on such tax exempt obligations is includable in the gross income of the owners thereof for federal income tax purposes. It cannot be predicted whether or not the Service will commence an audit of the Bonds. If an audit is commenced, under current procedures the Service may treat the Authority as a taxpayer and the Bondholders may have no right to participate in such procedure. The commencement of an audit could adversely affect the market value and liquidity of the Bonds until the audit is concluded, regardless of the ultimate outcome -51- 74 %WV1 Payments of interest on, and proceeds of the sale, redemption or maturity of, tax exempt obligations, including the Bonds, are in certain cases required to be reported to the Service. Additionally, backup withholding may apply to any such payments to any Bond owner who fails to provide an accurate Form W 9 Request for Taxpayer Identification Number and Certification, or a substantially identical form, or to any Bond owner who is notified by the Service of a failure to report any interest or dividends required to be shown on federal income tax returns. The reporting and backup withholding requirements do not affect the excludability of such interest from gross income for federal tax purposes. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes. Ownership of the Bonds may result in other state and local tax consequences to certain taxpayers. Bond Counsel expresses no opinion regarding any such collateral consequences arising with respect to the Bonds. Prospective purchasers of the Bonds should consult their tax advisors regarding the applicability of any such state and local taxes. CERTAIN LEGAL MATTERS Legal matters incident to the authorization, issuance, sale and delivery by the Authority r of the Bonds are subject to the approval as to their validity of Quint & Thimmig LLP, San Francisco, California, Bond Counsel. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. Certain legal matters will be passed upon for the City and the Authority by the City Attorney, and by Quint & Thimmig LLP, San Francisco, California, Disclosure Counsel. Certain compensation of Bond Counsel and Disclosure Counsel is contingent upon the issuance and delivery of the Bonds. M FINANCIAL STATEMENTS The City's financial statements for the fiscal year ended June 30, 2009, included in APPENDIX B—AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2009, have been audited by Moss, Levy & Hartzheim, LLP, Certified Public Accountants & Consultants, Santa Maria, California, as stated in their reports appearing in such appendix. Moss, Levy & Hartzheim, LLP has not undertaken to update its reports or to take any action intended or likely to elicit information concerning the accuracy, completeness or fairness of the statements made in this Official Statement, and no opinion is expressed by Moss, Levy & Hartzheim, LLP with respect to any event subsequent to its report. LITIGATION To the best knowledge of the Authority and the City, except as otherwise disclosed in this Official Statement, there is no pending or threatened litigation concerning the validity of the Bonds or the pledge of the Revenues or challenging any action taken by the Authority or the City in connection with the authorization of the Indenture or the Lease Agreement, or any other -52- 75 document relating to the Bonds or the defeasance and prepayment of the Bonds to which the Authority or the City is or is to be become a party or the performance by the Authority or the City of any of their obligations under any of the foregoing RATINGS " Standard & Poor's Ratings Services ("S&P) hie -ha, -j --assigned its -ratings of " , to the Bonds. Such ratings reflectgi only the views of sS&P and any desired explanation of the significance of such ratings should be obtained from the rating ageney furnishing cam at the following addresses: , 250 Gfeeftwieh Street, New York, , New York 10007, Standard & Poor s Ratings Services, 55 Water Street, New York, New York 10041 Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by the rating-ag ies5&P, if in the judgment of the rating S&PP, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Bonds. UNDERWRITING The Bonds are being purchased by Piper Jaffray & Co (the "Underwriter") The Underwriter has agreed to purchase the Bonds at a price of $ which amount represents the principal amount of the Bonds of $ , less $ , representing the Underwriter's discount, plus $ , representing original issue premium. The contract of purchase pursuant to which the Bonds are being purchased by the Underwriter provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation of the Underwriter to make such purchase is subject to certain terms and conditions set forth in such contract of purchase. The Underwriter may offer and sell the Bonds to certain dealers and others at prices different from the prices stated on the inside cover page of this Official Statement. The offering prices may be changed from time to time by the Underwriter The Underwriter has entered into an agreement (the "Distribution Agreement") with Advisors Asset Management, Inc. ("AAM") for the distribution of certain municipal securities offerings allocated to the Underwriter at the original offering prices. Under the Distribution Agreement, if applicable to the Bonds, the Underwriter will share with AAM a portion of the fee or commission, exclusive of management fees, paid to the Underwriter CONTINUING DISCLOSURE The ultimate security for the payments of principal and interest on the Bonds comes from the Lease Payments to be made by the City and, therefore, the City, as an obligated person within the meaning of Rule 15c2-12 of the Securities and Exchange Commission (17 C.F.R. 5240.15c-2-121 (the "Rule"l.. has agreed to undertake the disclosure responsibilities required by the Rule. The Authority has not undertaken to provide any continuing disclosure required by the Rule. The City has covenanted to provide such annual financial statements and other information in the manner required by the—Rule —15e-2 12 of the Secy -'_"_c= and Exehaf ge Caffimission (17 C.F.R. § 24945e 2 12) (the " These covenants have been made in order to assist the Underwriter in complying with the Rule. The City will execute a continuing disclosure -53- W en 1%w certificate (the "Continuing Disclosure Certificate") for the benefit of the owners of the Bonds to provide certain financial information and operating data concerning the City to the Municipal Securities Rulemaking Board via its Electronic Municipal Market Access system of certain events, pursuant to the requirements of section (b)(5)(i) of Rule 15c2-12. See APPENDIX F— FORM OF CONTINUING DISCLOSURE CERTIFICATE for a description of the Continuing Disclosure Certificate. A failure by the City to provide any information required thereunder will not constitute an Event of Default under the Indenture or the Lease Agreement. The City has never failed to comply with any previous undertakings with regard to said Rule to provide annual reports or notices of material events. on ADDITIONAL INFORMATION Summaries and explanations of the Bonds and documents contained in this Official Statement do not purport to be complete, and reference is made to such documents for full and complete statements of their provisions. The preparation and distribution of this Official Statement have been authorized by the Authority and the City -54- ATASCADERO PUBLIC FINANCING AUTHORITY In Executive Director CITY OF ATASCADERO City Manager 77 APPENDIX A GENERAL, ECONOMIC AND DEMOGRAPHIC INFORMATION RELATING TO THE CITY The following information relating to the City of Atascadero and San Luis Obispo County, California, is supplied solely for purposes of information. Neither the City nor the County is obligated in any manner to pay principal of or interest on the Bonds or to cure any delinquency or default on the Bonds. The Bonds are payable solely from the Tax Revenues and other moneys as described in the Official Statement. The Project Area is located within the boundaries of the City Location and Background Information The City of Atascadero (the 'City") is located 17 miles inland from the Pacific coast and is midway between Los Angeles and San Francisco on Highway 101, about 220 miles from each city The City was founded as California s first planned community in 1913 by E.G. Lewis and was incorporated in 1979 Atascadero is strategically located approximately 20 miles north of San Luis Obispo, benefiting from the nearby urban support while taking in the serenity of the local environment. Organization The City is governed by a five -member City Council elected at large with four-year alternating terms. The Mayor is elected directly by the voters. Additionally the positions of City Clerk, City Treasurer, City Manager and City Attorney are filled by appointments of the City Council. The members of the City Council, the expiration dates of their terms and key administrative personnel are set forth in the charts below CITY COUNCIL Council Member Roberta Fonzi, Mayor Tom O'Malley, Mayor Pro Tem Jerry Clay, Sr, Member Bob Kelley Member Ellen Beraud, Member Term Expires November 2012 November 2010 November 2012 November 2012 November 2010 KEY ADMINISTRATIVE PERSONNEL Wade G. McKinney City Manager James R. Lewis Assistant City Manager Rachelle Rickard Administrative Services Director Warren Frace Community Development Director Marcia McClure Torgerson City Clerk Brian Pierik, Esq. City Attorney Labor Relations The City has 113 permanent, full-time employees. The City, pursuant to section 3500 of the California Government Code, provides for a meet -and -confer process with the City employees, individually or collectively, in order to negotiate on matters of wages, hours and working conditions. Matters involving merits, necessity or organization of any service or activity provided by law are excluded from this process. The City etti-refitly has eelleetive bargaining agreeffients with its pahee, fire Steppages: Appendix A Page 1 Population The following table provides a comparison of population growth for Atascadero and San Luis Obispo County between 2000 and 2010. Population City of Atascadero and San Luis Obispo County 2000-2010 Source: State of California Department of Finance, Population Research Unit, 'Population Estimates for California Cities and Counties. Income The following table is based on effective buying income as reported in the annual publication 'Survey of Buying Power" published by Sales and Marketing Management Magazine. Effective buying +► income is defined as money income less personal tax and nontax payments. Money income is the aggregate of wages and salaries, net farm and nonfarm self employment income, interest, dividends, net rental and royalty income, Social Security and railroad retirement income, other retirement and disability income, public assistance income, unemployment compensation, Veterans Administration payments, alimony and child support, military family allotments, net winnings from gambling, and other periodic income. Deductions are then made for personal income taxes (federal, state and local), personal contributions for social insurance and taxes on owner -occupied nonbusiness real estate. Appendix A Page 2 79 City of San Luis Obispo Year Atascadero County 2000 26,411 246,681 2001 26,728 250,329 2002 27,025 253,824 2003 27,380 256,190 2004 27,767 258,902 2005 27,700 261,699 2006 27,700 263,939 2007 27,731 266,043 2008 27,899 268,636 2009 28,514 270,901 2010 28,488 273,231 Source: State of California Department of Finance, Population Research Unit, 'Population Estimates for California Cities and Counties. Income The following table is based on effective buying income as reported in the annual publication 'Survey of Buying Power" published by Sales and Marketing Management Magazine. Effective buying +► income is defined as money income less personal tax and nontax payments. Money income is the aggregate of wages and salaries, net farm and nonfarm self employment income, interest, dividends, net rental and royalty income, Social Security and railroad retirement income, other retirement and disability income, public assistance income, unemployment compensation, Veterans Administration payments, alimony and child support, military family allotments, net winnings from gambling, and other periodic income. Deductions are then made for personal income taxes (federal, state and local), personal contributions for social insurance and taxes on owner -occupied nonbusiness real estate. Appendix A Page 2 79 A yearly comparison of effective buying income and median household income totals for the City, County the State and the nation is presented in the following table. Source: 'Survey of Buying Power, Sales and Marketing Management Magazine (2004), Nielsen Claritas, Inc. (2005- 2008) NOTE. In 2005, Sales and Marketing Management ceased publishing the 'Survey of Buying Power' report; however, subsequent years data has been obtained from Nielsen Claritas, Inc., who had previously prepared the data each year for the 'Survey of Buying Power Commercial Activity Taxable transactions by type of business for the City of Atascadero for 2004 through 2008 are summarized in the table below CITY OF ATASCADERO Taxable Transactions by Type of Business (in Thousands) 2004-2008 Retail Stores Apparel Stores General Merchandise Stores Food Stores Eating/Drinking Places Home Furnishings/Appliances Building Materials/Farm Implements Auto Dealers/Suppliers Service Stations Other Retail Stores Total Retail Stores All Other Outlets Total All Outlets 2004 CITY OF ATASCADERO, SAN LUIS OBISPO COUNTY, 2006 2007 STATE OF CALIFORNIA AND UNITED STATES $ 8,183 $ 6,627 Median Household Effective Buying Income $ 3,688 $ 2,597 For Years 2004 through 2008 (in ThousandO 23,354 24,163 City of San Luis Obispo State of United Year Atascadero County California States 2004 $45,606 $41,156 $43,915 $39,324 2005 46,449 42,148 44,681 40,529 2006 48,157 43,514 46,275 41,255 2007 48,782 44,379 48,203 41,792 2008 51,689 46,758 48,952 42,303 Source: 'Survey of Buying Power, Sales and Marketing Management Magazine (2004), Nielsen Claritas, Inc. (2005- 2008) NOTE. In 2005, Sales and Marketing Management ceased publishing the 'Survey of Buying Power' report; however, subsequent years data has been obtained from Nielsen Claritas, Inc., who had previously prepared the data each year for the 'Survey of Buying Power Commercial Activity Taxable transactions by type of business for the City of Atascadero for 2004 through 2008 are summarized in the table below CITY OF ATASCADERO Taxable Transactions by Type of Business (in Thousands) 2004-2008 Retail Stores Apparel Stores General Merchandise Stores Food Stores Eating/Drinking Places Home Furnishings/Appliances Building Materials/Farm Implements Auto Dealers/Suppliers Service Stations Other Retail Stores Total Retail Stores All Other Outlets Total All Outlets 2004 2005 2006 2007 2008(1) $ 8,183 $ 6,627 $ 4,326 $ 3,688 $ 2,597 22,578 23,354 24,163 24,636 23,320 24,390 29,648 31,040 32,056 32,270 27 410 28,146 28,902 28,728 28,524 12,654 13,464 13,332 12,689 10,173 79,299 76,172 73,775 66,052 55,403 48,992 49,887 43,421 41,404 27,700 30,652 34,536 37,478 39,344 41,760 36,021 44,366 47,346 33,959 28,292 290,179 306,200 343,783 282,556 250,039 42,741 45,338 45,432 43,002 45,727 $332,920 $351,538 $349,215 $325,558 $295,766 Source: State Board of Equalization, 'Taxable Sales in California, published annually in November for prior year (1) Latest available full -year data. Employment The economic base of the City has been oriented to service positions including staff at Cuesta Community College, California Polytechnic University at San Luis Obispo, Atascadero State Hospital and California Men s Colony The unemployment rate has been historically low, but there has been significant out migration due to the lack of jobs. The work force has been relatively skilled and dependable. Appendix A Page 3 As of April, 2010, unemployment in the City was 8.2%, while the County figure was 10.0%, both of which are less than the state average of 12.3% for the same period. The following table sets forth labor force, employment and unemployment for the period from 2005 to 2009 in the City, the County the State and the United States: Year and Area 2005 City of Atascadero San Luis Obispo County ATASCADERO LABOR MARKET Labor Force, Employment and Unemployment Annual Average Civilian Civilian Labor Force Employment Unemployment Unemployment Rate (%) California 17,544,800 16,592,200 952,600 54 United States 149,320,000 141,730,000 7,591,000 51 2006 City of Atascadero San Luis Obispo County California 17,718,500 16,851,600 866,900 4.9 United States 151,427,583 144,427,000 7,000,583 4.6 2007 City of Atascadero San Luis Obispo County California 17,970,800 17,011,000 959,800 5.3 United States 153,124,000 146,047000 7,078,000 4.6 2008 City of Atascadero 15,400 14,600 700 4.7% San Luis Obispo County 137,200 129 400 7,800 57 California 18,251,600 16,938,300 1,313,200 7.2 United States 154,287,000 145,362,000 8,924,000 5.8 2009 City of Atascadero 15,300 14,200 1,100 74% San Luis Obispo County 137,600 125,300 12,300 90 California 18,250,200 16,163,900 2,086,200 114 United States 154,142,000 139,877,000 14,265,000 9.3 Source: California Employment Development Department; United States Department of Labor Appendix A Page 4 Wage and salary employment by industry for San Luis Obispo County is shown below Data are not compiled separately for the City SAN LUIS OBISPO COUNTY Industry Employment & Labor Force Annual Averages (In Thousands) 2005 2006 2007 2008 2009 Agricultural 4,300 4,300 4,500 4,400 3,900 Natural Resources, Mining and Construction 7,800 8,200 7,600 6,600 5,300 Manufacturing 6,400 6,300 6,100 6,200 5,500 Trade, Transportation & Utilities 20,100 20,800 20,900 20,300 19,000 Wholesale Trade 2,500 2,600 2,700 2,600 2,400 Retail Trade 13,900 14,300 14,200 13,800 12,800 Information 1,600 1,500 1,400 1,400 1,300 Financial Activities 4,800 4,900 4,600 4,200 4,000 Professional & Business Services 8,900 9,500 9,800 9,700 8,900 Educational & Health Services 10,800 10,800 11,100 11,400 11,300 Leisure & Hospitality 14,900 15,000 15,700 15,400 14,900 Other Services 4,300 4,300 4,500 4,500 4,500 Government 21,800 22,200 22,300 23,300 23,600 TOTAL 105,600 107,600 108,500 107,400 102,200 Source: State of California Employment Development Department Labor Market Information Division. (1) 'Total" may not be precise due to independent rounding. SAN LUIS OBISPO COUNTY Prineipal Employers asof Appendix A Page 5 cm Construction Activity The following charts summarize building activity valuations for the City of Atascadero for the five-year period from 2005 through 2009 Residential. New Single -Family New Multi -Family Additions, alterations Total Residential Commercial. New Commercial New Industrial Other Additions, alterations Total Nonresidential Total Valuation No of New Dwelling Units: Single -Dwelling Multi -Dwelling Total New Units CITY OF ATASCADERO Building Activity and Valuation (Valuation in Thousands of Dollars) 2005 2006 2007 2008 2009 $43,229 $33,800 $17,090 $ 4,467 $ 1,856 6,593 8,005 6,310 0 0 5,127 3,020 3,142 2,638 1,578 54,950 44,825 26,542 7,105 3,434 753 3,720 4,415 683 3,956 0 0 0 0 0 2,259 2,814 1,268 863 8,147 15,826 2,876 4,463 2,617 2,089 4,836 9,409 10,146 4,163 6,859 $59,788 $54,234 $36,687 $11,269 $12,048 216 184 98 21 15 69 64 42 0 0 285 248 140 21 15 Source: Construction Industry Research Board, 'Building Permit Summary Note: Totals may not add due to independent rounding. Utilities Water is supplied to the City by the Atascadero Mutual Water Company Electricity is provided by Pacific Gas & Electric, while Southern California Gas Company provides natural gas. Telephone service is provided by SBC. The Wastewater Division of the City maintains a 2.39 million gallon -per -day treatment facility, over 40 miles of pipeline and 13 wastewater -pumping stations. Transportation Transportation modes in the Atascadero area provide for close proximity to major markets and raw material locations. Products can be moved by rail, air and ground transportation. Highway 101 bisects the City in a north/south route connecting northern and southern California. Highway 46 is located 10 miles north and provides an easy connection to Interstate 5 Highway 41 bisects the City in an east/west direction providing access to the coast. The San Luis Obispo Airport is located 20 minutes south, supporting commercial and commuter air travel. The Paso Robles Airport is located 10 miles north and is developing into a transportation hub Rail service is easily accessible via both Southern Pacific and Amtrak routes. Atascadero Transit provides both demand response door-to-door service and efficient hourly fixed route service along the El Camino Real corridor including Twin Cities Community Hospital and medical facilities in nearby Templeton. Appendix A Page 6 Education Primary and high school education in the City is provided by the Atascadero Unified School District. Within the city limits there are six public elementary schools, one junior high school and one high school. In addition, the school district maintains a fine arts academy and provides opportunities for alternative and continuing education in various settings. Cuesta Community College, with an annual enrollment of more than 8,000 students, is 20 minutes from the City and provides a wide variety of vocational, technical and undergraduate preparation programs. The College has recently opened a north county campus only minutes from Atascadero. California Polytechnic University at San Luis Obispo is located approximately 20 minutes from the City The University provides Bachelor and Master degree programs to more than 16,000 students annually Appendix A Page 7 THIS PAGE INTENTIONALLY LEFT BLANK cm APPENDIX B AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2009 Appendix B 0 In THIS PAGE INTENTIONALLY LEFT BLANK 05 APPENDIX C CITY INVESTMENT POLICY Appendix C ME m THIS PAGE INTENTIONALLY LEFT BLANK City of Atascadero Investment Policy Dated February 23, 2010 .e M THIS PAGE INTENTIONALLY LEFT BLANK cm 91 TABLE OF CONTENTS 92 n Paqe I OVERVIEW 1 Introduction Scope General Objectives Standards of Care II INVESTMENT AUTHORITY AND RESPONSIBILITIES 4 Authorized Investment Officers Investment Procedures Internal Control State Oversight Conflicts of Interest III ELIGIBLE FINANCIAL INSTITUTIONS 6 Selection of Eligible Financial Institutions Safekeeping and Custody IV AUTHORIZED INVESTMENTS g Investment Types Due Diligence Requirement Prohibited Investments Legislative Changes V INVESTMENT PARAMETERS 12 Diversification Maximum Maturities VI CASH MANAGEMENT 13 VII EVALUATION OF INVESTMENT PERFORMANCE 14 Benchmark Comparison VIII INVESTMENT REPORTING 15 IX. INVESTMENT POLICY REVIEW AND ADOPTION 16 X. APPENDIX Glossary Glossary -1 92 n THIS PAGE INTENTIONALLY LEFT BLANK 93 I. OVERVIEW INTRODUCTION The purpose of this document is to provide guidelines for the prudent investment of funds not required for the immediate needs of the City, and outline policies for maximizing the efficiency of the City's cash management system The ultimate goal is to enhance the economic status of the City while protecting its pooled cash SCOPE Included in the scope of the City's investment policy are the following major guidelines and practices, which are to be used in achieving the City's primary investment objectives Investment Authority and Responsibilities Eligible Financial Institutions Authorized Investments Investment Parameters Cash Management Evaluation of Investment Performance Investment Reporting Investment Policy Review and Adoption It is intended that this policy cover all funds and investment activities under the direct authority of the City These funds are accounted for in the Annual Financial Report and include the general fund, special revenue funds, debt service funds, capital project funds, enterprise funds, internal service funds and agency funds, including any Redevelopment Agency funds in the City's pooled cash funds Subject to the prior written consent and approval of the City Treasurer and City Manager, financial assets held and invested by trustees or fiscal agents are excluded from this policy However, such assets are nevertheless subject to the regulations established by the State of California pertaining to investments by local agencies as well as the related bond indentures M I. OVERVIEW (continued) GENERAL OBJECTIVES The primary objectives, in priority order, of investment activities shall be safety, liquidity, and yield Safety Safety of principal is the foremost objective of the investment program Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio The objective will be to mitigate credit risk and interest rate risk. a Credit Risk The City will minimize credit risk, the risk of loss due to the failure of the security issuer or backer, by - Limiting investments to the safest types of securities Pre -qualifying the financial institutions, broker/dealers, intermediaries, and advisers with which the City will do business Diversifying the investment portfolio so that potential losses on individual securities will be minimized fir+ b Interest Rate Risk The City will minimize the risk that the market value of securities in the portfolio will fall due to changes in general interest rates, by Structuring the investment portfolio so that securities mature to meet cash requirements for ongoing operations, thereby avoiding the need to sell securities on the open market prior to maturity Investing operating funds primarily in shorter -term securities, money market mutual funds, or similar investment pools 2 Liquidity The investment portfolio shall remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated This is accomplished by structuring the portfolio so that securities mature concurrent with cash needs to meet anticipated demands (static liquidity) Furthermore, since all possible cash demands cannot be anticipated, the portfolio should consist largely of securities with active secondary or resale markets (dynamic liquidity) A portion of the portfolio will also be placed in money market mutual funds or local government investment pools, which offer same-day liquidity for short-term funds On 95 I. OVERVIEW (continued) GENERAL OBJECTIVES (continued) 3 Yield The investment portfolio shall be designed with the objective of attaining a market rate of return throughout budgetary and economic cycles, taking into account the investment risk constraints and liquidity needs Return on investment is of secondary importance compared to the safety and liquidity objectives described above The core of investments is limited to relatively low risk securities in anticipation of earning a fair return relative to the risk being assumed For purposes of comparing alternative investments all yields should be converted to a "money market" equivalent yield Securities shall not be sold prior to maturity with the following exceptions a A security with declining credit may be sold early to minimize loss of principal. b A security swap would improve the quality, yield, or target duration in the portfolio c Liquidity needs of the portfolio require that the security be sold d A capital gain would be realized that better positions the overall portfolio in achieving investment policy goals STANDARDS OF CARE The City operates its pooled idle cash investments under the "Prudent Person Rule" which obligates a fiduciary to ensure that investments shall be made "using the judgment and care, under circumstances then prevailing, which persons of prudence, discretion, and intelligence exercise in the management of their own affairs, not in regard to speculation but in regard to the permanent disposition of their funds, considering the probable income as well as the probable safety of their capital" (Uniform Prudent Investor Act) Investment officers acting in accordance with written procedures and this investment policy and exercising due diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided deviations from expectations are reported in a timely fashion and the liquidity and the sale of securities are carried out in accordance with the terms of this policy 9.9 M I *ftlo"" II. INVESTMENT AUTHORITY AND RESPONSIBILITIES AUTHORIZED INVESTMENT OFFICERS The ultimate responsibility for investment activity shall reside with the City Council. Idle cash management and investment transactions are the responsibility of the City Treasurer or designee The City Council has authorized the following officials to undertake investment transactions on behalf of the City City Treasurer City Manager Director of Administrative Services It is the policy of the City for the Director of Administrative Services to manage the investment activity of the funds of the City The City Manager and the City Treasurer shall supervise the activities of the Director of Administrative Services. The Finance Review Committee, , shall meet to discuss the status of current investments, strategies for future investment, and other investment matters deemed relevant, and shall report to the City Council as necessary The City Attorney shall, as required by Government Code section 36518, review the bonding requirement for the City Treasurer on an annual basis INVESTMENT PROCEDURES The authorized investment officers as stated above, in accordance with the City of Atascadero Investment Policy, are responsible for administering an investment program which • Adheres to the Statement of Investment Policy • Prioritizes safety and liquidity • Determines risk and optimizes return • Provides for a system of due diligence in making investment decisions INTERNAL CONTROL The Director of Administrative Services is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the City are protected from loss, theft or misuse The internal control structure shall be designed to provide reasonable assurance that these objectives are met. The concept of reasonable assurance recognizes that (1) the cost of a control should not exceed the benefits likely to be derived and (2) the valuation of costs and benefits requires estimates and judgments by management. 4 W II. INVESTMENT AUTHORITY AND RESPONSIBILITIES (continued) INTERNAL CONTROL (continued) Accordingly, the Director of Administrative Services shall establish a process for an annual independent review by an external auditor to assure compliance with policies and procedures The internal controls shall address the following points • Control of collusion • Separation of transaction authority from accounting and record keeping • Custodial safekeeping • Avoidance of physical delivery securities • Clear delegation of authority to subordinate staff members • Written confirmation of transactions for investments and wire transfers • Development of a wire transfer agreement with the lead bank and third party custodian STATE OVERSIGHT The City shall comply with the regulations established by the State of California pertaining to investments CONFLICTS OF INTEREST The City adopts the following policy concerning conflicts of interest: Officers and employees involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program or which could impair their ability to make impartial investment decisions 2. Officers and employees involved in the investment process shall disclose to the City Clerk any material financial interest in financial institutions that conduct business with the City of Atascadero and they shall further disclose any large personal financial/investment positions that could be related to the performance of the City's portfolio 3 Officers shall refrain from undertaking personal investment transactions with the same individual with which business is conducted on behalf of the City 4 In making investment decisions, the Investment Officers shall be guided by the recommendations of the finance committee and avoid the undue influence of individual City officers and officials 5 Investments are prohibited in certificates of deposit of state or federal credit unions if any city officer, city manager or city fiscal officer serves on the credit union board or in any key committee positions M II INVESTMENT AUTHORITY AND RESPONSIBILITIES (continued) cm • • III. ELIGIBLE FINANCIAL INSTITUTIONS SELECTION OF ELIGIBLE FINANCIAL INSTITUTIONS All financial institutions and broker/dealers and safekeeping/custodial agents who desire to become qualified for investment transactions must provide the following documents (as appropriate) for annual review by the City Treasurer, • Audited financial statements • Proof of National Association of Securities Dealers (NASD) certification • Proof of state registration • Completed broker/dealer questionnaire • Certification of having read and understood and agreeing to comply with the City's investment policy In selecting financial institutions for deposit or investment of funds, the authorized Investment Officers shall consider the credit -worthiness of the institution Deposits The City will only deposit funds with an institution that has a rating of at least "A" as assigned by an established rating service based on quarterly financial information provided by the Federal Reserve Board and the Federal Home Loan Bank Board (i e , The Financial Directory) Ratings will be monitored on a quarterly basis and any downgrade in rating below "A" will be reported to the Finance Review Committee together with a recommendation for possible action Brokers/Dealer Investments must be purchased directly from the issuer, from an institution licensed by the state as a broker-dealer, from a member of a federally regulated securities exchange, or from a brokerage firm designated as a primary government dealer by the Federal Reserve Bank. Broker/dealers shall be selected by creditworthiness (e g , a minimum capital requirement of $10,000,000 and at least five years of operation) Safekeeping and Custodial Institutions Safekeeping and custodial institutions shall be selected on the basis of credit worthiness with a minimum of capitalization of $100,000,000 and at least 5 years of operation Safekeeping and custodial institutions must be fiduciaries of the City and independent of any broker/dealers All safekeeping and custodial arrangements shall require written agreements All safekeeping and custodial agreements shall be reviewed by the City Treasurer and Director of Administrative Services and approved by the City Attorney prior to conducting any investment activities From time to time, the investment officer may choose to invest in instruments offered by minority and community financial institutions. In such situations, a waiver to the above criteria may be granted All terms and relationships will be fully disclosed prior to purchase and will be reported to the appropriate entity on a consistent basis and should be consistent with state or local law These types of investment purchases should be approved by City Council in advance 7 100 M M. ELIGIBLE FINANCIAL INSTITUTIONS (continued) SELECTION OF ELIGIBLE FINANCIAL INSTITUTIONS (continued) The authorized Investment Officers will maintain a file of the broker/dealers and authorized safekeeping/custodial institutions with which it is currently doing business which will include the firm name, contact person, telephone number, and current audited financial statements SAFEKEEPING AND CUSTODY All trades where applicable will be executed by delivery vs payment (DVP) to ensure that securities are deposited in an eligible financial institution prior to the release of funds. A third -party custodian as evidenced by safekeeping receipts will hold securities �9 101 IV. AUTHORIZED INVESTMENTS INVESTMENT TYPES The California Government Code Sections 16429 1 and 53601 govern investment of City funds Investments may not have a term or maturity at the time of investment of longer than that authorized by Section 53601 or five years unless the City Council has granted prior express authority As previously stated, the City operates its investments under the prudent man rule (Civil Code Section 2261, et. seq ), except where more specifically restricted This affords the City a broad spectrum of investments, so long as the investment is deemed prudent and is allowable under current legislation of the State of California (government Code Section 53600, et. seq ) and applicable City trust agreements, if any It should be noted that while the Government Code specifies the maximum percentage of the portfolio that may be held in each type of investment at any one time, fluctuations in the portfolio balance will prevent strict adherence to such restrictions Therefore, percentage limitations shall apply to investments at the time of purchase Consistent with the GFOA Policy Statement on State and Local Laws Concerning Investment Practices, the following investments will be permitted by this policy and are those defined by state and local law where applicable State Treasurer's Local Agency Investment Fund (LAIF) Government Code Section 16429.1 The City may invest in the Local Agency Investment Fund LAIF is a diversified investment pool administered by the California State Treasurer Monies invested with LAIF are pooled with State monies in order to earn the maximum rate of return consistent with safe and prudent treasury management. The LAIF handbook including LAIF policies and restrictions shall be available in the City's Administrative Services Department. A thorough investigation of the pool is required on a continual basis (See Due Diligence Requirement on page 10) 2. U.S. Government Issues Government Code Sections 53601 (b) and (f) A maximum forty percent (40%) of the City's portfolio may be invested in U S government obligations, U S government agency obligations, and U S government instrumentality obligations, which have a liquid market with a readily determinable market value 3 Bankers Acceptances Government Code Section 53601 (g) Up to forty percent (40%) of the City's portfolio may be invested in Bankers Acceptances which are defined as bills of exchange or time drafts, drawn on and accepted by a commercial 102 M IV. AUTHORIZED INVESTMENTS (continued) INVESTMENT TYPES (continued) 3. Bankers Acceptances (continued) bank, which are eligible for purchase by the Federal Reserve System, although no more than thirty percent (30%) of the portfolio may be invested in Bankers Acceptances with any one commercial bank. Additionally, the maturity periods cannot exceed 180 days 4 Commercial Paper Government Code Section 53601 (h) A maximum of twenty five percent (25%) of the City's portfolio may be invested in highest tier (e g A-1, P-1, F-1 or D-1 or higher) commercial paper as rated by Moody's or Standard and Poor's rating service Issuing corporations must be organized and operating in the United States, have in excess of $500 million total assets, and have at least an "A" rating (by Moody's or Standard and Poor's) on debt other than commercial paper The maturity period cannot exceed 270 days Purchases of eligible commercial paper may not exceed ten percent (10%) of the outstanding paper of an issuing corporation 5. Certificates of Deposit and Passbook Savings Accounts Government Code Section 53601 (i) There is no limit as to the amount of the investment portfolio that may be deposited in certificates of deposit or passbook savings account. The minimum requirements for Certificate of Deposit investments shall be • Investments and accrued interest shall never exceed the FDIC insurance limit in any one institution • Qualified institutions must have a minimum equity ratio of 6% and a minimum capitalization of $10,000,000 Purchases of negotiable certificates of deposit, issued by a nationally or state - chartered bank or a state or federal association, or by a state licensed branch of a foreign bank, may not exceed 30 percent of the agency's surplus money, which may be invested pursuant to this section Negotiable certificates of deposit may be purchased in the secondary market at a discounted but never at a premium, since the premium would not be FDIC insured California law requires that public funds be collateralized by maintaining with the agent of the depository government securities having a market value of at least one hundred ten percent (110%) of the value of the public fund accounts. The collateralization requirement may be waived to the extent that funds are federally insured For deposits equivalent to the maximum insured amount, security may also be waived for interest accrued on the deposit provided the interest is computed by the depository on the average daily balance of the deposits, paid monthly and computed on a 360 -day basis 10 103 IV. AUTHORIZED INVESTMENTS (continued) INVESTMENT TYPES (continued) 6 Money Market Mutual Funds Government Code Section 53601 (1). Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U S C Sec 80a -I et seq ) shall not exceed twenty percent (20%) of the agency's surplus money that may be invested pursuant to this section The fund shall be managed by a registered or exempt investment advisor with not less than 5 years experience managing money market mutual funds with assets under management in excess of five hundred million dollars ($5,000,000) The fund shall have attained the highest ranking or the highest letter and numerical rating provided by not less than two nationally recognized statistical rating organizations No more than ten percent (10%) of the agency's surplus funds may be invested in shares of beneficial interest of any one money market mutual fund DUE DILIGENCE REQUIREMENT As stated, a thorough investigation of an investment pool or mutual fund is required prior to investing and on a continual basis At a minimum, the following information shall be reviewed annually for each pool and/or mutual fund 1 A description of eligible investment securities, and a written statement of investment policy and objectives 2 A description of interest calculations, how interest is distributed, and how gains and losses are treated 3 A description of how these securities are safeguarded (including the settlement process), and how often these securities are priced and the program audited 4 A description of who may invest in the program, how often, and the size of deposits and withdrawals 5 A schedule for receiving statements and portfolio listings 6 Whether reserves, retained earnings, etc. are utilized by the pool/fund 7 A fee schedule, and when and how fees are assessed 8 Whether the pool/fund is eligible for bond proceeds and/or will it accept such proceeds PROHIBITED INVESTMENTS The City of Atascadero shall not invest in any investment instrument/pool/fund unless specifically allowed under the "Investment Types" section of this policy 11 104 M In IV. AUTHORIZED INVESTMENTS (continued) PROHIBITED INVESTMENTS (continued) The City of Atascadero shall comply with Government Code Section 53601 6 that states in pertinent part, "(a) A local agency shall not invest any funds pursuant to this article in inverse floaters, range notes, or mortgage -derived interest -only strips (b) A local agency shall not invest any funds pursuant to this article in any security that could result in zero interest accrual if held to maturity " LEGISLATIVE CHANGES Any State of California legislative action that further restricts allowable maturities, investment types or percentage allocations will be incorporated into the City of Atascadero Investment Policy and supersede any and all previous applicable language If the City is holding an investment that is subsequently prohibited by a legislative change, the City may hold that investment, if it is deemed prudent by the Finance Review Committee, until the maturity date to avoid an unnecessary loss 12 105 V. INVESTMENT PARAMETERS DIVERSIFICATION The investments shall be diversified by • Limiting investments to avoid over concentration in securities from a specific issuer or business sector (excluding Local Agency Investment Fund and U S Treasury securities), • Limiting investment in securities that have higher credit risks, • Investing in securities with varying maturities, and • Continuously investing a portion of the portfolio in readily available funds such as local government investment pools (LAIF), or money market funds to ensure that appropriate liquidity is maintained in order to meet ongoing obligations MAXIMUM MATURITIES In order to minimize the impact of market risk, it is intended that all investments will be held to maturity To the extent possible, the City shall attempt to match its investments with anticipated cash flow requirements Unless matched to a specific cash flow, the City will not directly invest in securities maturing more than five (5) years from the date of purchase or in accordance with state and local statutes and ordinances The City Finance Committee shall meet to review weighted average maturity limitations (which often range from 90 days to 2 years), consistent with investment objectives and economic conditions. Investments may be sold prior to maturity for cash flow, appreciation purposes or in order to limit losses, however, no investment shall be made based solely on earnings anticipated from capital gains. Because of inherent difficulties in accurately forecasting cash flow requirements, a portion of the portfolio should be continuously invested in readily available funds 13 106 M Own VI. CASH MANAGEMENT In order to obtain a reasonable return on public funds, the following cash management practice will be followed 1 Maintain maximum investment of all City funds not required to meet immediate cash flow needs 2. Except for cash in certain restricted and special funds, the City will consolidate cash balances from all funds to maximize investment earnings Investment income will be allocated to the various funds based on their respective participation and in accordance with generally accepted accounting principles 3 Maximize the City's cash flow through immediate deposit of all receipts, use of direct deposit when available, and appropriate timing of payment to venders 4 Maximize cash flow information available through the use of only one operating bank account. 5 Daily cash flow management shall be the responsibility of the Director of Administrative Services in conjunction with the City Treasurer 14 107 VII. EVALUATION OF INVESTMENT PERFORMANCE The investment portfolio will be designed to obtain a market average rate of return during budgetary and economic cycles, taking into account the City's investment risk constraints and cash flow needs BENCHMARK COMPARISON The investment portfolio shall be structured to optimize the return given the risk constraints and cash flow needs Investment performance shall be continually monitored and evaluated by the Finance Review Committee Investment performance statistics and activity reports shall be generated on a monthly basis for presentation to the City Council In evaluating the performance of the City's portfolio in complying with this policy, it is expected that yields on City investments will regularly meet or exceed the average return on a two-year U S Treasury Note However, the Finance Review Committee for evaluation purposes considers a variance of 5% positive or negative from the benchmark reasonable 15 0 In on 16 109 VIII. INVESTMENT REPORTING REPORTS TO CITY COUNCIL The City Treasurer shall prepare and submit a quarterly investment report to the City Council This report will include the following elements relative to the investments held at quarter -end 1 Face value 2. Security description 3 Coupon rate 4 Maturity date 5 Investment rating 6 Investment type 7 Purchase date 8 Cost of security err 9 Yield -to -Maturity 10 Estimated market value 11 Amortized premium/discount. 12 Unrealized Gain <Loss> 13 Listing of investment by maturity 14 Gains or Losses on the sale of securities not held to maturity 15 Bank failures 16 Investment ratings downgraded by Moody's or Standard and Poor's 17 Statement relating the report to the Statement of Investment Policy 18 Statement that there are sufficient funds to meet the next six months' obligations on 16 109 IX. INVESTMENT POLICY REVIEW AND ADOPTION The Statement of Investment Policy shall be submitted annually to the City Council for adoption The policy shall be reviewed at least annually to ensure its consistency with the overall objectives of the City and its relevance to current law and financial and economic trends Any modifications made thereto must be approved by the City Council 17 110 M THIS PAGE INTENTIONALLY LEFT BLANK Own 111 APPENDIX. Glossary The following is a glossary* of key investing terms, many of which appear in GFOA'S Sample Investment Policy Accrued Interest - The accumulated interest due on a bond as of the last interest payment made by the issuer Agency - A debt security issued by a federal or federally sponsored agency Federal agencies are backed by the full faith and credit of the U S Government. Federally sponsored agencies (FSAs) are backed by each particular agency with a market perception that there is an implicit government guarantee An example of federal agency is the Government National Mortgage Association (GNMA) An example of a FSA is the Federal National Mortgage Association (FNMA) Amortization - The systematic reduction of the amount owed on a debt issue through periodic payments of principal Average Life - The average length of time that an issue of serial bonds and/or term bonds with a mandatory sinking fund feature is expected to be outstanding Basis Point - A unit of measurement used in the valuation of fixed-income securities equal to 1/100 of 1 percent of yield, e g , 1/4" of 1 percent is equal to 25 basis points Bid - The indicated price at which a buyer is willing to purchase a security or commodity Book Value - The value at which a security is carried on the inventory lists or other financial records of an investor The book value may differ significantly from the security's current value in the market. Callable Bond - A bond issue in which all or part of its outstanding principal amount may be redeemed before maturity by the issuer under specified conditions Call Price - The price at which an issuer may redeem a bond prior to maturity The price is usually at a slight premium to the bond's original issue price to compensate the holder for loss of income and ownership Call Risk - The risk to a bondholder that a bond may be redeemed prior to maturity Cash Sale/Purchase - A transaction that calls for delivery and payment of securities on the same day that the transaction is initiated *This glossary has been adapted from an article, entitled 'Investment terms for everyday use that appeared in the April 5 1996 issue of Public Investor GFOA's subscription investment newsletter Glossary -1 112 L J on Cash Sale/Purchase - A transaction that calls for delivery and payment of securities on the same day that the transaction is initiated Collateralization - Process by which a borrower pledges securities, property, or other deposits for the purpose of securing the repayment of a loan and/or security Commercial Paper - An unsecured short-term promissory note issued by corporations, with maturities ranging from 2 to 365 days Convexity - A measure of a bond's price sensitivity to changing interest rates A high convexity indicates greater sensitivity of a bond's price to interest rate changes Coupon Rate - The annual rate of interest received by an investor from the issuer of certain types of fixed-income securities Also known as the "interest rate" Credit Quality - The measurement of the financial strength of a bond issuer This measurement helps an investor to understand an issuer's ability to make timely interest payments and repay the loan principal upon maturity Generally, the higher the credit quality of a bond issuer, the lower the interest rate paid by the issuer because the risk of default is lower Credit quality ratings are provided by nationally recognized rating agencies Credit Risk - The risk to an investor that an issuer will default in the payment of interest and/or principal on a security Current Yield (Current Return) - A yield calculation determined by dividing the annual interest received on a security by the current market price of that security Delivery Versus Payment (DVP) - A type of securities transaction in which the purchaser pays for the securities when they are delivered either to the purchaser or his/her custodian Derivative Security - Financial instrument created from or whose value depends upon, one or more underlying assets or indexes of asset values Discount - The amount by which the par value of a security exceeds the price paid for the security Diversification - A process of investing assets among a range of security types by sector, maturity, and quality rating Duration - A measure of the timing of the cash flows, such as the interest payments and the principal repayment, to be received from a given fixed-income security This calculation is based on three variables term to maturity, coupon rate, and yield to maturity The duration of a security is a useful indicator of its price volatility for given changes in interest rates. Glossary -2 113 Fair Value - The amount at which an investment could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale Federal Funds (Fed Funds) - Funds placed in Federal Reserve banks by depository institutions in excess of current reserve requirements These depository institutions may lend fed funds to each other overnight or on a longer basis. They may also transfer funds among each other on a same-day basis through the Federal Reserve banking system Fed funds are considered to be immediately available funds Federal Funds Rate - Interest rate charged by one institution lending federal funds to the other Government Securities - An obligation of the U S government, backed by the full faith and credit of the government. These securities are regarded as the highest quality of investment securities available in the U S securities market. See "Treasury Bills, Notes, and Bonds " Interest Rate - See "Coupon Rate" Interest Rate Risk - The risk associated with declines or rises in interest rates that cause an investment in a fixed-income security to increase or decrease in value Internal Controls - An internal control structure designed to ensure that the assets of the entity are protected from loss, theft, or misuse The internal control structure is designed to provide reasonable assurance that these objectives are met. The concept of reasonable assurance recognizes that 1) the cost of a control should not exceed the benefits likely to be derived and 2) the valuation of costs and benefits requires estimates and judgments by management. Internal controls should address the following points 1 Control of collusion - Collusion is a situation where two or more employees are working in conjunction to defraud their employers 2. Separation of transaction authority from accounting and record keeping - By separating the person who authorizes or performs the transaction from the people who record or otherwise account for the transaction, a separation of duties is achieved 3 Custodial safekeeping - Securities purchased from any bank or dealer including appropriate collateral (as defined by state law) shall be placed with an independent third party for custodial safekeeping 4 Avoidance of physical delivery securities - Book -entry securities are much easier to transfer and account for since actual delivery of a document never takes place Delivered securities must be properly safeguarded against loss or destruction The potential for fraud and loss increases with physically delivered securities Glossary -3 114 P5 I on Internal Controls (continued) 5 Clear delegation of authority to subordinate staff members - Subordinate staff members must have a clear understanding of their authority and responsibilities to avoid improper actions Clear delegation of authority also preserves the internal control structure that is contingent on the various staff positions and their respective responsibilities 6 Written confirmation of transactions for investments and wire transfers - Due to the potential for error and improprieties arising from telephone and electronic transactions, all transactions should be supported by written communications and approved by the appropriate person Written communications may be via fax if on letterhead and if the safekeeping institution has a list of authorized signatures 7 Development of a wire transfer agreement with the lead bank and third -party custodian - The designated official should ensure that an agreement will be entered into and will address the following points controls, security provisions, and responsibilities of each party making and receiving wire transfers Inverted Yield Curve - A chart formation that illustrates long-term securities having lower yields than short-term securities This configuration usually occurs during periods of high inflation coupled with low levels of confidence in the economy and a restrictive monetary policy Investment Company Act of 1940 - Federal legislation which sets the standards by which investment companies, such as mutual funds, are regulated in the areas of ;, advertising, promotion, performance reporting requirements, and securities valuations Investment Policy - A concise and clear statement of the objectives and parameters formulated by an investor or investment manager for a portfolio of investment securities Investment-grade Obligations - An investment instrument suitable for purchase by institutional investors under the prudent person rule Investment-grade is restricted to those obligations rated BBB or higher by a rating agency Liquidity - An asset that can be converted easily and quickly into cash Local Government Investment Pool (LGIP) - An investment by local governments in which their money is pooled as a method for managing local funds Mark -to -market - The process whereby the book value or collateral value of a security is adjusted to reflect its current market value Market Risk - The risk that the value of a security will rise or decline as a result of changes in market conditions Market Value - Current market price of a security Glossary -4 115 Maturity - The date on which payment of a financial obligation is due The final stated maturity is the date on which the issuer must retire a bond and pay the face value to the bondholder See "Weighted Average Maturity " Money Market Mutual Fund - Mutual funds that invest solely in money market instruments (short-term debt instruments, such as Treasury bills, commercial paper, bankers' acceptances, repos and federal funds) Mutual Fund - An investment company that pools money and can invest in a variety of securities, including fixed-income securities and money market instruments Mutual funds are regulated by the Investment Company Act of 1940 and must abide by the following Securities and Exchange Commission (SEC) disclosure guidelines 1 Report standardized performance calculations 2 Disseminate timely and accurate information regarding the fund's holdings, performance, management and general investment policy 3 Have the fund's investment policies and activities supervised by a board of trustees, which are independent of the adviser, administrator or other vendor of the fund 4 Maintain the daily liquidity of the fund's shares. 5 Value their portfolios on a daily basis 6 Have all individuals who sell SEC -registered products licensed with a self-regulating organization (SRO) such as National Association of Securities Dealers (NASD) 7 Have an investment policy governed by a prospectus that is updated and filed by the SEC annually Mutual Fund Statistical Services - Companies that track and rate mutual funds, e g , IBC/Donoghue, Lipper Analytical Services, and Morningstar National Association of Securities Dealers (NASD) - A self-regulatory organization (SRO) of brokers and dealers in the over-the-counter securities business Its regulatory mandate includes authority over firms that distribute mutual fund shares as well as other securities Net Asset Value - The market value of one share of an investment company, such as a mutual fund. This figure is calculated by totaling a fund's assets which includes securities, cash, and any accrued earnings, subtracting this from the fund's liabilities and dividing this total by the number of shares outstanding This is calculated once a day based on the closing price for each security in the fund's portfolio (See below ) [(Total assets) - (Liabilities)]/(Number of shares outstanding) No Load Fund - A mutual fund that does not levy a sales charge on the purchase of its shares Nominal Yield - The stated rate of interest that a bond pays its current owner, based on par value of the security It is also known as the "coupon," "coupon rate," or "interest rate " Glossary -5 116 M of Offer - An indicated price at which market participants are willing to sell a security or commodity Also referred to as the "Ask price " Par - Face value or principal value of a bond, typically $1,000 per bond Positive Yield Curve - A chart formation that illustrates short-term securities having lower yields than long-term securities Premium - The amount by which the price paid for a security exceeds the security's par value Prime Rate - A preferred interest rate charged by commercial banks to their most creditworthy customers Many interest rates are keyed to this rate Principal - The face value or par value of a debt instrument. Also may refer to the amount of capital invested in a given security Prospectus - A legal document that must be provided to any prospective purchaser of a new securities offering registered with the SEC This can include information on the issuer, the issuer's business, the proposed use of proceeds, the experience of the issuer's management, and certain certified financial statements Prudent Person Rule - An investment standard outlining the fiduciary responsibilities of public funds investors relating to investment practices Regular Way Delivery - Securities settlement that calls for delivery and payment on the third business day following the trade date (T+3), payment on a T+1 basis is currently under consideration Mutual funds are settled on a same day basis, government securities are settled on the next business day Reinvestment Risk - The risk that a fixed-income investor will be unable to reinvest income proceeds from a security holding at the same rate of return currently generated by that holding Repurchase Agreement (Repo or RP) - An agreement of one party to sell securities at a specified price to a second party and a simultaneous agreement of the first party to repurchase the securities at a specified price or at a specified later date Reverse Repurchase Agreement (Reverse Repo) - An agreement of one party to purchase securities at a specified price from a second party and a simultaneous agreement by the first party to resell the securities at a specified price to the second party on demand or at a specified date Glossary -6 117 Rule 2a-7 of the Investment Company Act - Applies to all money market mutual funds and mandates such funds to maintain certain standards, including a 13 -month maturity limit and a 90 -day average maturity on investments, to help maintain a constant net asset value of one dollar ($1 00) Safekeeping - Holding of assets (e g , securities) by a financial institution Serial Bond - A bond issue, usually of a municipality, with various maturity dates scheduled at regular intervals until the entire issue is retired Sinking Fund - Money accumulated on a regular basis in a separate custodial account that is used to redeem debt securities or preferred stock issues Swap - Trading one asset for another Term Bond - Bonds comprising a large part or all of a particular issue that come due in a single maturity The issuer usually agrees to make periodic payments into a sinking fund for mandatory redemption of term bonds before maturity Total Return - The sum of all investment income plus changes in the capital value of the portfolio For mutual funds, return on an investment is composed of share price appreciation plus any realized dividends or capital gains This is calculated by taking the following components during a certain period (Price appreciation) + (Dividends paid) + (Capital gains) = Total Return Treasury Bills - Short-term U S government non-interest bearing debt securities with maturities of no longer than one year and issued in minimum denominations of $10,000 Auctions of three- and six-month bills are weekly, while auctions of one-year bills are monthly The yields on these bills are monitored closely in the money markets for signs of interest rate trends Treasury Notes - Intermediate U S government debt securities with maturities of one to ten years and issued in denominations ranging from $1,000 to $1,000,000 or more Treasury Bonds - Long-term U S government debt securities with maturities of ten years or longer and issued in minimum denominations of $1,000 Currently, the longest outstanding maturity for such securities is 30 years Uniform Net Capital Rule - SEC Rule 15C3-1 outlining capital requirements for broker/dealers Volatility - A degree of fluctuation in the price and valuation of securities Glossary -7 um En cm "Volatility Risk" Rating - A rating system to clearly indicate the level of volatility and other non-credit risks associated with securities and certain bond funds The rating for bond funds range from those that have extremely low sensitivity to changing market conditions and offer the greatest stability of the returns ("aaa" by S&P; W-1" by Fitch) to those that are highly sensitive with currently identifiable market volatility risk ("ccc-" by S&P, W-10" by Fitch) Weighted Average Maturity (WAM) - The average maturity of all the securities that comprise a portfolio According to SEC rule 2a-7, the WAM for SEC registered money market mutual funds may not exceed 90 days and no one security may have a maturity that exceeds 397 days When Issued (WI) - A conditional transaction in which an authorized new security has not been issued All "when issued" transactions are settled when the actual security is issued Yield - The current rate of return on an investment security generally expressed as a percentage of the security's current price Yield -to -call (YTC) - The rate of return an investor earns from a bond assuming the bond is redeemed (called) prior to its nominal maturity date Yield -to -maturity - The rate of return yielded by a debt security held to maturity when both interest payments and the investor's potential capital gain or loss are included in the calculation of return Zero-coupon Securities - Security that is issued at a discount and makes no periodic interest payments. The rate of return consists of a gradual accretion of the principal of the security and is payable at par upon maturity Glossary -8 119 APPENDIX D SUMMARY OF CERTAIN PROVISIONS OF THE LEGAL DOCUMENTS [TO COME] Appendix D 120 ml THIS PAGE INTENTIONALLY LEFT BLANK on 121 APPENDIX E PROPOSED FORM OF BOND COUNSEL OPINION [Letterhead of Quint & Thimmig LLP] [Closing Date] Atascadero Public Financing Authority 6907 El Camino Real Atascadero, California 93422 OPINION $ * Atascadero Public Financing Authority Lease Revenue Bonds, 2010 Series A Members of the Authority - We have acted as bond counsel in connection with the delivery by the Atascadero Public Financing Authority (the Authority") of $ * aggregate principal amount of the bonds of the Authority designated the Atascadero Public Financing Authority Lease Revenue Bonds, 2010 Series A (the "Bonds'), pursuant to the provisions of Article 4 (commencing with section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the 'Law"), and pursuant to an indenture of trust, dated as of August 1, 2010 (the 'Indenture'), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee, and a resolution of the Authority adopted on July 27, 2010 The Bonds are secured by Revenues (as defined in the Indenture), including certain payments made by the City of Atascadero (the 'City") under a lease agreement, dated as of August 1, 2010 (the 'Lease Agreement'), by and between the Authority and the City We have examined the Law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Authority and the City contained n the Indenture and Lease Agreement, as applicable, and in the certified proceedings, and upon other certifications furnished to us, without undertaking to verify the same by independent investigation. Based upon our examination we are of the opinion, under existing law that: 1. The Authority is a duly constituted joint exercise of powers authority under the laws of the State of California with power to enter into the Indenture, to perform the agreements on its part contained therein and to issue the Bonds. 2. The Bonds constitute legal, valid and binding special obligations of the Authority enforceable in accordance with their terms and payable solely from the sources provided therefor in the Indenture. 3. The Indenture has been duly approved by the Authority and constitutes a legal, valid and binding obligation of the Authority enforceable against the Authority in accordance with its terms. 4. The Indenture establishes a valid first and exclusive lien on and pledge of the Revenues (as such term is defined in the Indenture) and other funds pledged thereby for the security of the Bonds, in accordance with the terms of the Indenture. 5 Subject to the Authority's and the City's compliance with certain covenants, interest on the Bonds (i) is excludable from gross income of the owners thereof for federal income tax purposes, (ii) is not * Preliminary subject to change. 122 Appendix E Page 1 n on included as an item of tax preference in computing the alternative minimum tax for individuals and corporations under the Internal Revenue Code of 1986, as amended (the 'Code"), and (iii) interest on the Bonds is not taken into account in computing adjusted current earnings, which is used as an adjustment in determining the federal alternative minimum tax for certain corporations. Failure to comply with certain of such covenants could cause interest on the Bonds to be includable in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds. It is also our opinion that the Bonds are qualified tax exempt obligations under section 265(b)(3) of the Code. 6. Interest on the Bonds is exempt from personal income taxation imposed by the State of California. Ownership of the Bonds may result in other tax consequences to certain taxpayers, and we express no opinion regarding any such collateral consequences arising with respect to the Bonds. The rights of the owners of the Bonds and the enforceability of the Bonds, the Indenture and the Lease Agreement may be subject to bankruptcy, insolvency reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and also may be subject to the exercise of judicial discretion in accordance with general principles of equity In rendering this opinion, we have relied upon certifications of the Authority, the City and others with respect to certain material facts. Our opinion represents our legal judgment based upon such review of the law and the facts that we deem relevant to render our opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur Respectfully submitted, Appendix E Page 2 123 APPENDIX F FORM OF CONTINUING DISCLOSURE CERTIFICATE This CONTINUING DISCLOSURE CERTIFICATE (the 'Disclosure Certificate") is executed and delivered by the CITY OF ATASCADERO (the 'City") in connection with the issuance by the Atascadero Public Financing Authority (the Authority") of $ * aggregate principal amount of Atascadero Public Financing Authority Lease Revenue Bonds, 2010 Series A (the "Bonds"). The Bonds are being issued pursuant to an indenture of trust, dated as of August 1, 2010 (the 'Indenture'), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the 'Trustee'). The City covenants and agrees as follows. Section 1 Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2 -12(b)(5) Section 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings: "Annual Report shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. Dissemination Agent" shall mean or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation. In the absence of such a designation, the City shall act as the Dissemination Agent. EMMA or Electronic Municipal Market Access" means the centralized on-line repository for documents filed with the MSRB, such as official statements and disclosure information relating to municipal bonds, notes and other securities as issued by state and local governments or similar medium should EMMA no longer exist. Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule, or any other repository of disclosure information which may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future. Participating Underwriter" shall mean the original underwriter of the Bonds, required to comply with the Rule in connection with offering of the Bonds. '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. Section 3 Provision of Annual Reports. (a) Delivery of Annual Report to MSRB The City shall, or shall cause the Dissemination Agent to, not later than March 31 of each year (being the last day of the 9th month after the end of the City's fiscal year which ends on June 30), commencing with the report for the 2009-2010 fiscal year, file with EMMA, in a readable PDF or other electronic format as prescribed by the MSRB, an Annual Report prepared by or * Preliminary subject to change. 124 Appendix F Page 1 on on behalf of the City that is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate, provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. (b) Change of Fiscal Year If the City s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(d). (c) Delivery of Annual Report to Dissemination Agent. Not later than five (5) Business Days prior to the date specified in subsection (a) for providing the Annual Report to EMMA, the City shall provide the Annual Report to the Dissemination Agent (if other than the City) If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall notify the City (d) Report of Non -Compliance. If the City is unable to provide an Annual Report by the date required in subsection (a), the Dissemination Agent shall send a notice to EMMA in substantially the form attached as Exhibit A. (e) Annual Compliance Certification. The Dissemination Agent shall, if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided. Section 4. Content of Annual Reports. The Annual Report shall contain or incorporate by reference the following - (a) Audited financial statements of the City for the preceding fiscal year, prepared in accordance with the laws of the State and including all statements and information prescribed for inclusion therein by the Controller of the State. If the City's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) To the extent not included in the audited financial statements of the City, the Annual Report shall also include operating data with respect to the City for the preceding fiscal year, substantially similar to that provided in the corresponding tables and charts in the official statement for the Bonds, as follows: (c) 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 City or related public entities, which are available to the public on the MSRB's Internet web site or filed with the Securities and Exchange Commission. The City shall clearly identify each such other document so included by reference. If the document included by reference is a final official statement, it must be available from EMMA. Appendix F Page 2 125 (d) In addition to any of the information expressly required to be provided under paragraph (b) of this Section 4, the City shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading Section 5 Reporting of Significant Events. (a) Listed Events Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice 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 difficulties. (iv) Unscheduled draws on credit enhancements reflecting financial difficulties. (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. (x) Release, substitution, or sale of property securing repayment of the securities. (xi) Rating changes. (b) Determination of Materiality of Listed Events. Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall as soon as possible determine if such event would be material under applicable federal securities laws. (c) Notice to Dissemination Agent. If the City has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the City shall promptly notify the Dissemination Agent (if other than the City) in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (d) (d) Notice of Listed Events The City shall file, or cause the Dissemination Agent to file, a notice of the occurrence of a Listed Event, if material, with EMMA, in a readable PDF or other electronic format as prescribed by EMMA. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(viii) and (ix) (defeasances) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Bondholders of affected Bonds. Section 6. Identifying Information for Filings with EMMA. All documents provided to EMMA under this Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB Section 7 Termination of Reporting Obligation. The City's obligations under this Disclosure Certificate shall terminate upon the 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 City shall give notice of such termination in the same manner as for a Listed Event under Section 5 Section 8 Dissemination Agent. (a) Appointment of Dissemination Agent. The initial Dissemination Agent shall be The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such agent, with or without appointing a successor Dissemination Agent. If the Dissemination Agent is not the City, the Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the City pursuant to this Disclosure Certificate. It is understood and agreed that any information that the Dissemination Agent may be instructed to file with EMMA shall be prepared and provided to it by the City The Dissemination Agent has undertaken no responsibility with respect to any reports, notices or disclosures provided to it under this Continuing Disclosure Certificate, and has no liability to any person, including any Owner, with respect to any such reports, notices or disclosures. The Appendix F Page 3 126 fact that the Dissemination Agent or any affiliate thereof may have any fiduciary or banking relationship with the City shall not be construed to mean that the Dissemination Agent has actual knowledge of any event or condition except as may be provided by written notice from the City (b) Compensation of Dissemination Agent. The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the City from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder The Dissemination Agent shall not be deemed to be acting in any fiduciary capacity for the City, Holders or Beneficial Owners, or any other party The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon any direction from the City or an opinion of nationally recognized bond counsel. The Dissemination Agent may at any time resign by giving written notice of such resignation to the City Section 9 Amendment: Waiver Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate (and the Dissemination Agent shall agree to any amendment so requested by the City that does not impose any greater duties or risk of liability on the Dissemination Agent), and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied. (a) Change in Circumstances. 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 the type of business conducted, (b) Compliance as of Issue Date. The undertaking, as amended or taking into account such waiver, would, in the opinion of a nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances, and (c) Consent of Holders, Non -impairment Opinion. The amendment or waiver either (i) is approved by VOW the Bondholders in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Bondholders, or (ii) does not, in the opinion of nationally recognized bond counsel provided to the Dissemination Agent, materially impair the interests of the Bondholders or Beneficial Owners. In If this Disclosure Certificate is amended or any provision of this Disclosure Certificate is waived, the City shall describe such amendment or waiver in the next following Annual Report and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(d), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 10 Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate, any Bondholder or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to Appendix F Page 4 127 comply with its obligations under this Disclosure Certificate. The sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance. Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees and expenses) of defending against any claim of liability but excluding liabilities due to the Dissemination Agent s negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity Date: August 25, 2010 ACKNOWLEDGED- By 128 , as Dissemination Agent Authorized Signatory CITY OF ATASCADERO By Appendix F Page 5 Authorized Signatory EXHIBIT A NOTICE TO EMMA OF FAILURE TO FILE ANNUAL REPORT Name of Issuer• Atascadero Public Financing Authority Name of Obligor- City of Atascadero, California Name of Issue: Atascadero Public Financing Authority Lease Revenue Bonds, 2010 Series A Date of Issuance: [Closing Date] NOTICE IS HEREBY GIVEN that the City of Atascadero has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Certificate dated August 25, 2010, furnished by the City in connection with the Bond Issue. The City anticipates that the Annual Report will be filed by Dated. cc: Trustee By— Name Title Appendix F Page 6 as Dissemination Agent 129 APPENDIX G BOOK -ENTRY ONLY SYSTEM The following description of the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, redemption premium, if any, and interest with respect to the Bonds to The Depository Trust Company ("DTC"), New York, NY, its Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests in the Bonds and other related transactions by and between DTC, its Participants and the Beneficial Owners is based solely on the understanding of the Authority of such procedures and record keeping from information provided by DTC. Accordingly no representations can be made concerning these matters and neither DTC, its Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or its Participants, as the case may be. The City, the Authority, the Trustee and the Underwriter understand that the current 'Rules applicable to DTC are on file with the Securities and Exchange Commission and that the current 'Procedures" of DTC to be followed in dealing with Participants are on file with DTC. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered Bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest depository, is a limited -purpose trust company organized under the New York Banking Law a 'banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants') deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTTC is owned by users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants") DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book -entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Bonds with DTC and their Appendix G Page 1 130 T5 registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership DTC has no knowledge of the actual Beneficial Owners of the Bonds, DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Trust Agreement. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC, if less than all of the Bonds within a maturity are being redeemed. DTC's practice is to determine by lot the amount of the interest of each Direct Participant in each issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments of principal of, premium, if any, and interest on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City, the Authority or the Trustee, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name, and will be the responsibility of such Participant and not of DTC, the Trustee, the City or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of principal of, premium, if any, and interest on the Bonds by Cede & Co (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the City the Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The Authority may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered. The foregoing information concerning DTC and DTC's book -entry system has been provided by DTC, and neither the Authority nor the Trustee takes any responsibility for the accuracv thereof. NEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS WITH RESPECT TO THE PAYMENTS OR THE PROVIDING OF NOTICE TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS OR THE SELECTION OF BONDS FOR REDEMPTION Appendix G Page 2 131 Neither the Authority nor the Trustee can give any assurances that DTC, DTC Participants, Indirect Participants or others will distribute payments of principal of, premium, if any, and interest on the Bonds paid to DTC or its nominee, as the registered Owner, or any redemption or other notice, to the Beneficial Owners or that they will do so on a timely basis or that DTC will serve and act in a manner described in this Official Statement. In the event that the book -entry system is discontinued as described above, the requirements of the Trust Agreement will apply The City, the Authority and the Trustee cannot and do not give any assurances that DTC, the Participants or others will distribute payments of principal, interest or premium, if any, evidenced by the Bonds paid to DTC or its nominee as the registered owner, or will distribute any redemption notices 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 Authority nor the Trustee are 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 an error or delay relating thereto. Appendix G Page 3 132 THIS PAGE INTENTIONALLY LEFT BLANK In 133 m 134 F5