NEW ISSUE-FULL BOOK ENTRY NOT RATED

In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however, to certain qualifications described in this Official Statement, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for purposes of computing the alternative minimum tax imposed on certain corporations, such interest is taken into account in determining certain income and earnings. In the further opinion of Bond Counsel, interest on the Bonds is exempt from State of California personal income tax. See "LEGAL MATTERS — Tax Matters."

$17,215,000 TRACY PUBLIC FINANCING AUTHORITY REVENUE BONDS

2014 SERIES A Dated: Date of Delivery Due: September 2, as shown on inside cover

Authority for Issuance. The revenue bonds captioned above (the “Bonds”) are being issued by the Tracy Public Financing Authority (the "Authority"), pursuant to Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code, under an Indenture of Trust dated as of June 1, 2014 (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and under a resolution adopted by the Board of Directors of the Authority on May 6, 2014. See “THE BONDS – Authority for Issuance.

Use of Proceeds. The Bonds are being issued to: (i) acquire a series of special tax refunding bonds (the “CFD 89-1 Bonds”) to be issued concurrently with the Bonds by the City of Tracy (the “City”) for its Community Facilities District No. 89-1 (Industrial Specific Plan - Northeast Area) (“CFD 89-1”), (ii) acquire a series of special tax refunding bonds (the “CFD 99-1 Bonds”) to be issued concurrently with the Bonds by the City for its Community Facilities District No. 99-1 (Northeast Industrial Area) (“CFD 99-1”), and (iii) acquire a series of reassessment bonds to be issued by the City concurrently with the issuance of the Bonds (the “Reassessment Bonds”). See “FINANCING PLAN.”

The CFD 89-1 Bonds are being issued to (i) refund two outstanding series of special tax bonds previously issued by the City for CFD 89-1, (ii) fund a debt service reserve fund for the CFD 89-1 Bonds, and (iii) pay the costs of issuing the CFD 89-1 Bonds and a portion of the costs of issuing the Bonds. See “FINANCING PLAN.”

The CFD 99-1 Bonds are being issued to (i) refund an outstanding series of special tax bonds previously issued by the City for CFD 99-1, (ii) fund a debt service reserve fund for the CFD 99-1 Bonds, and (iii) pay the costs of issuing the CFD 99-1 Bonds and a portion of the costs of issuing the Bonds. See “FINANCING PLAN.”

The Reassessment Bonds are being issued to (i) refund two outstanding series of limited obligation assessment bonds previously issued by the City, (ii) fund a debt service reserve fund for the Reassessment Bonds, and (iii) pay the costs of issuing the Reassessment Bonds and a portion of the costs of issuing the Bonds. See “FINANCING PLAN.”

Security and Sources of Payment for the Bonds. The Bonds are payable solely from “Revenues” pledged by the Authority under the Indenture, which consist primarily of debt service on the CFD 89-1 Bonds, the CFD 99-1 Bonds and Reassessment Bonds. See “SECURITY FOR THE BONDS.”

Security for the Acquired Obligations. The CFD 89-1 Bonds are payable from special taxes levied within CFD 89-1 and paid to the Authority as debt service on the CFD 89-1 Bonds, and the CFD 99-1 Bonds are payable from special taxes levied within CFD 99-1 and paid to the Authority as debt service on the CFD 99-1 Bonds. See “SECURITY FOR THE CFD BONDS.” The Reassessment Bonds are payable from reassessments levied within the City’s Reassessment District No. 2014-1 (94-1 and I-205 Reassessment Districts) and paid to the Authority as debt service on the Reassessment Bonds. See “SECURITY FOR THE REASSESSMENT BONDS.”

Bond Terms. The Bonds will be issued in denominations of $5,000 or any integral multiple of $5,000. Interest is payable semiannually on each March 2 and September 2, commencing September 2, 2014. The Bonds will be initially issued only in book-entry form and registered to Cede & Co. as nominee of The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository of the Bonds. Principal and interest (and premium, if any) on the Bonds is payable by the Trustee to DTC, which remits such payments to its Participants for subsequent distribution to the registered owners as shown on the Trustee’s books. See "THE BONDS - Bond Terms” and “– Book-Entry Only System."

Redemption. The Bonds are subject to mandatory special redemption from the proceeds of early redemption of the CFD 89-1 Bonds, the CFD 99-1 Bonds or the Reassessment Bonds as a result of special tax or reassessment prepayments, respectively. See “THE BONDS – Redemption.”

Risk Factors. The Bonds may not be appropriate investments for certain individuals. See "RISK FACTORS" for a discussion of the risk factors that should be considered in evaluating the investment quality of the Bonds.

THE BONDS ARE SPECIAL OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM AND SECURED SOLELY BY THE REVENUES AND FUNDS PLEDGED THEREFOR IN THE INDENTURE. THE BONDS ARE NOT A DEBT OR LIABILITY OF THE CITY, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISIONS THEREOF OTHER THAN THE AUTHORITY TO THE LIMITED EXTENT DESCRIBED HEREIN, AND NEITHER THE FAITH AND CREDIT OF THE AUTHORITY, THE CITY, THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS ARE PLEDGED TO THE PAYMENT OF PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS AND NEITHER THE AUTHORITY (EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN), THE CITY, THE STATE NOR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE THEREFOR, NOR IN ANY EVENT SHALL THE BONDS OR ANY INTEREST THEREON BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THOSE OF THE AUTHORITY AS SET FORTH IN THE INDENTURE. NEITHER THE BONDS NOR THE OBLIGATION TO MAKE PAYMENTS ON THE CFD 89-1 BONDS, THE CFD 99-1 BONDS OR THE REASSESSMENT BONDS 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 RESTRICTION. THE AUTHORITY HAS NO TAXING POWER.

Maturity Schedule (see inside cover)

The Bonds will be offered when, as and if issued and received by the Underwriter, subject to the approval as to their legality by Jones Hall, A Professional Law Corporation, San Francisco, California, as Bond Counsel. Certain legal matters will be passed upon for the Authority and the City by the City Attorney. Jones Hall, A Professional Law Corporation, San Francisco, California, is also acting as Disclosure Counsel to the City. Nossaman LLP is acting as counsel to the Underwriter. It is anticipated that the Bonds in definitive form will be available for delivery to DTC in New York, New York on or about June 10, 2014.

The dated of this Official Statement is: May 20, 2014.

STIFEL

MATURITY SCHEDULE

$17,215,000 TRACY PUBLIC FINANCING AUTHORITY REVENUE BONDS

2014 SERIES A

(Base CUSIP: †892398)

Maturity (September 2)

Principal Amount

Interest Rate

Yield

Price

CUSIP †

2014 $1,410,000 3.000% 0.450% 100.579 AA6 2015 1,955,000 3.000 0.650 102.868 AB4 2016 2,025,000 4.000 0.930 106.752 AC2 2017 2,105,000 4.000 1.250 108.671 AD0 2018 2,175,000 4.000 1.650 109.556 AE8 2019 2,285,000 5.000 2.000 114.818 AF5 2020 2,100,000 5.000 2.350 115.265 AG3 2021 1,140,000 5.000 2.630 115.503 AH1 2022 790,000 5.000 2.930 115.032 AJ7 2023 600,000 5.000 3.130 114.882 AK4 2024 630,000 3.250 3.330 99.308 AL2

† Copyright 2014, American Bankers Association. CUSIP data herein are provided by Standard & Poor's CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc., and are provided for convenience of reference only. None of the City, the Authority or the Underwriter assumes any responsibility for the accuracy of CUSIP data.

GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT No Offering May Be Made Except by this Official Statement. 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 with respect to the Bonds, the Reassessment Bonds or the CFD Bonds other than as contained in this Official Statement, and if given or made, such other information or representation must not be relied upon as having been authorized by the Authority, the City or the Underwriter.

No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the

solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

Effective Date. This Official Statement speaks only as of its date, and the information and expressions of

opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the Authority, the City, the CFD, the Reassessment District or any other parties described in this Official Statement, or in the condition of property within the CFD or the Reassessment District since the date of this Official Statement.

Use of this Official Statement. 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. This Official Statement is not a contract with the purchasers of the Bonds.

Preparation of this Official Statement. The information contained in this Official Statement has been

obtained from sources that are believed to be reliable, but this information is not guaranteed as to accuracy or completeness.

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.

Document References and Summaries. All references to and summaries of the Indenture or other

documents contained in this Official Statement are subject to the provisions of those documents and do not purport to be complete statements of those documents.

Stabilization of and Changes to Offering Prices. The Underwriter may overallot or take other steps that

stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market. If commenced, the Underwriter may discontinue such market stabilization at any time. The Underwriter may offer and sell the Bonds to certain dealers, dealer banks and banks acting as agent at prices lower than the public offering prices stated on the cover page of this Official Statement, and those public offering prices may be changed from time to time by the Underwriter.

Bonds are Exempt from Securities Laws Registration. The issuance and sale of the Bonds have not

been registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, in reliance upon exemptions for the issuance and sale of municipal securities provided under Section 3(a)(2) of the Securities Act of 1933 and Section 3(a)(12) of the Securities Exchange Act of 1934.

Estimates and Projections. 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. THE AUTHORITY AND THE CITY DO NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ANY EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR.

Internet Site. The City maintains an Internet website, but the information that it contains is not incorporated

in this Official Statement.

TRACY PUBLIC FINANCING AUTHORITY SAN JOAQUIN COUNTY, CALIFORNIA

BOARD OF DIRECTORS

OF THE AUTHORITY AND MEMBERS OF THE CITY COUNCIL

Brent H. Ives, President and Mayor Michael Maciel, Senior Vice President and Mayor Pro Tem

Robert Rickman, Director and Council Member Nancy D. Young, Director and Council Member Charles Manne, Director and Council Member

CITY OFFICERS

Maria Hurtado, Interim City Manager

Jenny Haruyama, Administrative Services Director Raymond McCray, City Treasurer

Dan Sodergren, City Attorney Andrew Malik, Development and Engineering Services Director

Sandra Edwards, City Clerk

FINANCING SERVICES

BOND COUNSEL AND DISCLOSURE COUNSEL

Jones Hall, A Professional Law Corporation

San Francisco, California

TRUSTEE

The Bank of New York Mellon Trust Company, N.A. San Francisco, California

CASH FLOW VERIFICATION

Causey, Demgen & Moore, Inc.,

Certified Public Accountants Denver, Colorado

REASSESSMENT ENGINEER/CFD ADMINISTRATOR

Willdan Financial Services

Temecula, California

i

TABLE OF CONTENTS

Page Page INTRODUCTION 1  FINANCING PLAN 6  

Purpose of Issue 6  Refunding Plan for CFD 89-1 Bonds 6  Refunding Plan for CFD 99-1 Bonds 7  Refunding Plan for Reassessment Bonds 8  Estimated Sources and Uses of Funds 10  

THE BONDS 12  Authority for Issuance 12  Bond Terms 12  Redemption 13  Book-Entry Only System 14  Registration, Transfer and Exchange of Bonds 14  Estimated Debt Service Schedules 16  Debt Service Coverage on the CFD 89-1

Bonds, the CFD 99-1 Bonds and the Reassessment Bonds 18  

SECURITY FOR THE BONDS 20  General 20  Revenues; Flow of Funds 20  No Reserve Fund for the Bonds 22  Surplus Fund 22  No Additional Bonds 22  

SECURITY FOR THE CFD BONDS 23  General 23  Special Taxes; Gross Taxes; Net Taxes 23  No Parity CFD Bonds 24  Priority of Lien 24  Reserve Account for CFD Bonds 24  Covenants of the City 25  CFD 89-1 Rate and Method 27  CFD 99-1 Rate and Method 30  

SECURITY FOR THE REASSESSMENT BONDS 32  General 32  Priority of Lien 32  Reserve Fund for Reassessment Bonds 33  Covenants of the City 33  

THE DISTRICTS IN THE AGGREGATE 36  Introduction 36  Varying Maturity Dates of the Acquired

Obligations 36  Summary Information on Parcels Within Each

District 38  Land Ownership in the Districts on an

Aggregate Basis 39  Assessed Property Values and Assessed

Value-to-Burden Ratios on an Aggregate Basis 39  

Delinquencies 40  Overlapping Liens 41  

CFD 89-1 42  Location and Description 42  Land Use Distribution 44  Assessed Property Values 44  Assessed Value-to-Burden Ratio 45  Major Land Owners 48  

Delinquencies 49  Direct and Overlapping Governmental

Obligations 50  Projected Debt Service Coverage 52  

CFD 99-1 53  Location and Description 53  Land Use Distribution 55  Assessed Property Values 55  Assessed Value-to-Burden Ratio 56  Major Land Owners 59  Delinquencies 60  Direct and Overlapping Governmental

Obligations 61  Projected Debt Service Coverage 63  

THE REASSESSMENT DISTRICT 64  Location and Description of the Reassessment

District 64  Assessed Property Values 66  Assessed Value-to-Burden Ratio 67  Major Land Owners 68  Delinquencies 69  Direct and Overlapping Governmental

Obligations 70  RISK FACTORS 72  

Limited Obligation to Pay Debt Service 72  Levy and Collection of the Special Taxes 72  Collection of the Reassessments 73  Payment of Special Taxes and Reassessments

is not a Personal Obligation of the Property Owners 74  

Assessed Valuations 75  Property Values 75  Other Possible Claims Upon the Property

Values 77  Enforcement of Special Taxes or

Reassessments on Governmentally Owned Properties 77  

Depletion of Reserve Funds 79  Bankruptcy Delays 80  Disclosure to Future Purchasers 80  No Acceleration; Right to Pursue Remedies 80  Loss of Tax Exemption 81  Voter Initiatives 81  Secondary Market for Bonds 82  

THE AUTHORITY 82  LEGAL MATTERS 83  

Tax Matters 83  Absence of Litigation 84  Legal Opinion 84  

NO RATINGS 84  VERIFICATION OF MATHEMATICAL

COMPUTATIONS 84  UNDERWRITING 85  CONTINUING DISCLOSURE 85  PROFESSIONALS INVOLVED IN THE

OFFERING 85  

APPENDIX A - Summary of Principal Legal Documents APPENDIX B - General Information About the City of Tracy and the County of San Joaquin APPENDIX C-1 - Rate and Method of Apportionment of Special Taxes for CFD 89-1 APPENDIX C-2 - Rate and Method of Apportionment of Special Taxes for CFD 99-1 APPENDIX D - Reassessment Report APPENDIX E - Form of Bond Counsel Opinion APPENDIX F - Form of Continuing Disclosure Certificate APPENDIX G - DTC and the Book-Entry-Only System

REGIONAL LOCATION MAP City of Tracy

San Joaquin County, California

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COUNTY

SANTA CLARA

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SAN BENITO COUNTY

OFFICIAL STATEMENT

$17,215,000

TRACY PUBLIC FINANCING AUTHORITY REVENUE BONDS 2014 SERIES A

INTRODUCTION This Introduction is not a summary of this Official Statement. It is only a brief description

of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of the Bonds to potential investors is made only by means of the entire Official Statement.

Capitalized terms used but not defined in this Official Statement have the meanings set

forth in the Indenture (as defined below). See “APPENDIX A – Summary of Principal Legal Documents.”

Authority for Issuance. The revenue bonds captioned above (the “Bonds”) are being

issued by the Tracy Public Financing Authority (the “Authority”) under Article 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”), under an Indenture of Trust dated as of June 1, 2014 (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and under a resolution adopted by the Board of Directors of the Authority on June 1, 2014 (the “Authority Resolution”). See “THE BONDS – Authority for Issuance.

Financing Purposes. The Bonds are being issued for the following purposes:

(i) to acquire a series of special tax refunding bonds (the “CFD 89-1 Bonds”) to be issued concurrently with the Bonds by the City of Tracy (the “City”) for its Community Facilities District No. 89-1 (Industrial Specific Plan - Northeast Area) (“CFD 89-1”),

(ii) acquire a series of special tax refunding bonds (the “CFD 99-1 Bonds”) to be

issued concurrently with the Bonds by the City for its Community Facilities District No. 99-1 (Northeast Industrial Area) (“CFD 99-1”), and

(iii) to acquire a series of reassessment bonds (the “Reassessment Bonds”) to

be issued by the City concurrently with the issuance of the Bonds.

The CFD 89-1 Bonds, the CFD 99-1 Bonds and the Reassessment Bonds are referred to collectively in this Official Statement as the “Acquired Obligations.”

See “FINANCING PLAN” for a further description of the uses of the proceeds of the

Bonds and the Acquired Obligations.

2

Description of the Bonds. The Bonds will be issued in denominations of $5,000 or any integral multiple of $5,000. Interest is payable semiannually on each March 2 and September 2, commencing September 2, 2014.

The Bonds will be initially issued only in book-entry form and registered to Cede & Co.

as nominee of The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository of the Bonds. Principal and interest (and premium, if any) on the Bonds is payable by the Trustee to DTC, which remits such payments to its Participants for subsequent distribution to the registered owners as shown on the Trustee’s books.

See “THE BONDS.” Redemption. The Bonds are subject to mandatory special redemption from the

proceeds of early redemption of the CFD 89-1 Bonds, the CFD 99-1 Bonds or the Reassessment Bonds. See “THE BONDS - Redemption.” The Bonds are not subject to optional redemption prior to maturity.

Security and Sources of Payment for the Bonds. The Bonds are payable from

revenues received under the Indenture (“Revenues”), which consist primarily of debt service on the Acquired Obligations, as further described below. See “SECURITY FOR THE BONDS.”

The Acquired Obligations

The CFD 89-1 Bonds. The “CFD 89-1 Bonds” consist of the special tax bonds captioned “$5,730,000 City of Tracy Community Facilities District No. 89-1 (Industrial Specific Plan - Northeast Area) Special Tax Refunding Bonds, 2014 Series A,” which are being issued by the City for and on behalf of CFD 89-1.

Authority for Issuance. The CFD 89-1 Bonds are being issued under the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the “Mello-Roos Act”), and a Fiscal Agent Agreement dated as of June 1, 2014 (the “CFD 89-1 Fiscal Agent Agreement”), by and between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “CFD Fiscal Agent”).

Purposes. The CFD 89-1 Bonds are being issued to:

(i) refund two outstanding series of special tax bonds previously issued by the City for CFD 89-1 (the “Prior CFD 89-1 Bonds”),

(ii) fund a debt service reserve fund for the CFD 89-1 Bonds, and (iii) pay the costs of issuing the CFD 89-1 Bonds and a portion of the

costs of issuing the Bonds.

See “FINANCING PLAN.”

3

Security and Sources of Payment. The CFD 89-1 Bonds are payable from the proceeds of special taxes levied under the Mello-Roos Act on taxable property within CFD 89-1 (“CFD 89-1 Special Taxes”), less amounts set aside to pay administrative expenses. See “SECURITY FOR THE CFD BONDS” and “CFD 89-1.” The CFD 99-1 Bonds. The “CFD 99-1 Bonds” consist of the special tax bonds

captioned “$5,425,000 City of Tracy Community Facilities District No. 99-1 (Northeast Industrial Area) Special Tax Refunding Bonds, 2014 Series A,” which are being issued by the City for and on behalf of CFD 99-1.

Authority for Issuance. The CFD 99-1 Bonds are being issued under the Mello-Roos Act and a Fiscal Agent Agreement dated as of June 1, 2014 (the “CFD 99-1 Fiscal Agent Agreement”), by and between the City and the CFD Fiscal Agent.

Purposes. The CFD 99-1 Bonds are being issued to:

(i) refund an outstanding series of special tax bonds previously issued by the City for CFD 99-1 (the “Prior CFD 99-1 Bonds”),

(ii) fund a debt service reserve fund for the CFD 99-1 Bonds, and (iii) pay the costs of issuing the CFD 99-1 Bonds and a portion of the

costs of issuing the Bonds.

See “FINANCING PLAN.”

Security and Sources of Payment. The CFD 99-1 Bonds are payable from the proceeds of special taxes levied under the Mello-Roos Act on taxable property within CFD 99-1 (“CFD 99-1 Special Taxes”), less amounts set aside to pay administrative expenses. See “SECURITY FOR THE CFD BONDS” and “CFD 99-1.”

The Reassessment Bonds. The “Reassessment Bonds” consist of the bonds

captioned “$6,060,000 City of Tracy Limited Obligation Refunding Improvement Bonds, Reassessment District No. 2014-1 (94-1 and I-205 Reassessment Districts),” which are being issued by the City with respect to its Reassessment District No. 2014-1 (94-1 and I-205 Reassessment Districts) (the "Reassessment District").

Authority for Issuance. The Reassessment Bonds are being issued under

the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 (commencing with Section 9500) of the Streets and Highways Code of California (the “Reassessment Act”), and a Fiscal Agent Agreement dated as of June 1, 2014 (the “Reassessment Fiscal Agent Agreement”), by and between the City and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Reassessment Fiscal Agent”).

4

Purposes. The Reassessment Bonds are being issued to:

(i) refund two outstanding series of limited obligation assessment bonds previously issued by the City (the “Prior Assessment Bonds”), and cause the concurrent refunding of certain bonds issued by the Tracy Operating Partnership Joint Powers Authority (the “TOPJPA”) that are secured by the Prior Assessment Bonds (the “Prior TOPJPA Bonds”),

(ii) fund a debt service reserve fund for the Reassessment Bonds, and (iii) pay the costs of issuing the Reassessment Bonds and a portion of the

costs of issuing the Bonds.

See “FINANCING PLAN.”

Security and Sources of Payment. The Reassessment Bonds are payable from reassessments (the “Reassessments”) levied and collected by the City on the parcels within the Reassessment District. See “SECURITY FOR THE REASSESSMENT BONDS” and “THE REASSESSMENT DISTRICT.”

No Cross-Collateralization Among Districts. None of the Acquired Obligations

secures the payment of debt service on any other Acquired Obligation, or is available to make up any shortfall in funds to pay debt service on any other Acquired Obligations: the CFD 89-1 Special Taxes are available only to pay debt service on the CFD 89-1 Bonds, the CFD 99-1 Special Taxes are available only to pay debt service on the CFD 99-1 Bonds, and the Reassessments are available only to pay debt service on the Reassessment Bonds. See “SECURITY FOR THE CFD BONDS,” “SECURITY FOR THE REASSESSMENT BONDS” and “THE DISTRICTS IN THE AGGREGATE.”

Debt Service Reserves No Reserve for the Bonds. The Authority has not established a debt service reserve

fund for the Bonds, but the City will establish separate debt service reserve funds for the CFD 89-1 Bonds, the CFD 99-1 Bonds and the Reassessment Bonds, each of which is described below.

CFD 89-1 Bonds Reserve Account. As further security for the CFD 89-1 Bonds, the City

will deposit a portion of the proceeds of the CFD 89-1 Bonds with the CFD Fiscal Agent, to be held in a debt service reserve account established under the CFD 89-1 Fiscal Agent Agreement, and used if there are insufficient special tax revenues available to pay debt service on the CFD 89-1 Bonds when due. See “SECURITY FOR THE CFD BONDS – Reserve Account.”

CFD 99-1 Bonds Reserve Account. As further security for the CFD 99-1 Bonds, the City

will deposit a portion of the proceeds of the CFD 99-1 Bonds with the CFD Fiscal Agent, to be held in a debt service reserve account established under the CFD 99-1 Fiscal Agent Agreement, and used if there are insufficient special tax revenues available to pay debt service on the CFD 99-1 Bonds when due. See “SECURITY FOR THE CFD BONDS – Reserve Account.”

5

Reassessment Bonds Reserve Fund. As further security for the Reassessment Bonds, the City will deposit a portion of the proceeds of the Reassessment Bonds with the Reassessment Fiscal Agent, to be held in a debt service reserve fund established under the Reassessment Fiscal Agent Agreement, and used if there are insufficient reassessments available to pay debt service on the Reassessment Bonds when due. See “SECURITY FOR THE REASSESSMENT BONDS – Reserve Fund.”

Limited Obligations; Risk Factors. The Bonds are special obligations of the Authority

payable solely from and secured solely by the Revenues and funds pledged therefor in the Indenture. The Bonds are not a debt or liability of the City, the State of California or any political subdivisions thereof other than the Authority to the limited extent described herein, and neither the faith and credit of the Authority, the City, the State or any of its political subdivisions are pledged to the payment of principal of, premium, if any, or interest on the Bonds, and neither the Authority (except to the limited extent described herein), the City, the State nor any of its political subdivisions is liable therefor, nor in any event will the Bonds or any interest thereon be payable out of any funds or properties other than those of the Authority as set forth in the Indenture. Neither the Bonds nor the obligation to make payments on the CFD 89-1 Bonds, the CFD 99-1 Bonds or the Reassessment Bonds 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 restriction. The Authority has no taxing power.

For a discussion of some of the risks associated with the purchase of the Bonds, see

“RISK FACTORS.”

6

FINANCING PLAN

Purpose of Issue The Bonds are being issued for the following purposes:

(i) to acquire the CFD 89-1 bonds, which will be issued by the City concurrently with the issuance of the Bonds,

(ii) to acquire the CFD 99-1 bonds, which will be issued by the City concurrently

with the issuance of the Bonds, and (ii) to acquire the Reassessment Bonds, which will be issued by the City

concurrently with the issuance of the Bonds.

Refunding Plan for CFD 89-1 Bonds A portion of the proceeds of the CFD 89-1 Bonds will be used to refund and legally

defease, on a current basis, the Prior CFD 89-1 Bonds, which are described as follows:

(i) the special tax bonds captioned “City of Tracy Community Facilities District No. 89-1 (Industrial Specific Plan - Northeast Area), 2003 Series A Senior Lien Refunding Special Tax Bonds,” which were issued in June 2003 in the original principal amount of $14,185,000 and are currently outstanding in the principal amount of $6,880,000; and

(ii) the special tax bonds captioned “City of Tracy Community Facilities

District No. 89-1 (Industrial Specific Plan - Northeast Area), 2003 Series B Junior Lien Refunding Special Tax Bonds,” which were issued in June 2003 in the original principal amount of $1,325,000 and are currently outstanding in the principal amount of $665,000. The Prior CFD 89-1 Bonds were issued to primarily to refund on a current basis the

bonds of the City captioned “$17,580,000 City of Tracy Community Facilities District No. 1989-1, Series 1996-A (Senior) Special Tax Refunding Bonds” and “$1,620,000 City of Tracy Community Facilities District No. 1989-1, Series 1996-B (Subordinate) Special Tax Refunding Bonds)” (together, the “1996 Bonds”). The 1996 Bonds were issued to refund the bonds of the City captioned “$18,700,00 Community Facilities District 89-1 Special Tax Bonds, Series 1990” (the "1990 Bonds"). The 1990 Bonds were issued to finance certain public capital improvements to facilitate the development of the property within CFD 89-1.

The refinancing plan calls for the outstanding Prior CFD 89-1 Bonds to be redeemed in

full, on a current basis, on September 1, 2014, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the redemption date, without premium.

A portion of the proceeds of the CFD 89-1 Bonds will be transferred to The Bank of New

York Mellon Trust Company, N.A., acting as escrow agent (the “CFD 89-1 Escrow Agent”) for the Prior CFD 89-1 Bonds under an Escrow Deposit and Trust Agreement dated as of June 1, 2014 (the “CFD 89-1 Escrow Agreement”), by and between the City and the CFD 89-1 Escrow Agent.

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The amounts deposited from the proceeds of the CFD 89-1 Bonds will be held by the CFD 89-1 Escrow Agent under the CFD 89-1 Escrow Agreement and invested in federal securities consisting of United States Treasury Securities, State and Local Government Series. These funds, together with any remaining amounts held in cash by the CFD 89-1 Escrow Agent, will be sufficient to pay and redeem the Prior CFD 89-1 Bonds in full on their redemption date, and to defease the outstanding Prior CFD 89-1 Bonds as of the date of issuance of the CFD 89-1 Bonds. See “VERIFICATION OF MATHEMATICAL COMPUTATIONS.”

The moneys held by the CFD 89-1 Escrow Agent under the CFD 89-1 Escrow

Agreement are pledged to the payment of the Prior CFD 89-1 Bonds and will not be available for the payment of the Bonds, the CFD 89-1 Bonds, the CFD 99-1 Bonds or the Reassessment Bonds.

Refunding Plan for CFD 99-1 Bonds

A portion of the proceeds of the CFD 99-1 Bonds will be used to refund and legally

defease, on a current basis, the Prior CFD 99-1 Bonds, which are described as follows:

• the special tax bonds captioned “City of Tracy Community Facilities District No. 99-1 2004 Refunding Special Tax Bonds,” which were issued in December 2004 in the original principal amount of $9,635,000 and are currently outstanding in the principal amount of $6,300,000.

The Prior CFD 99-1 Bonds were issued to primarily to refund on an advance basis the

bonds of the City captioned “$9,795,000 City of Tracy Community Facilities District No. 99-1 (Northeast Industrial Area) Special Tax Bonds, Series 2000” (the “2000 Bonds”). The 2000 Bonds were issued to finance certain public capital improvements to facilitate the development of the property within CFD 99-1.

The refinancing plan calls for the outstanding Prior CFD 99-1 Bonds to be redeemed in

full, on a current basis, on June 10, 2014, at a redemption price equal to 103% of the principal amount thereof, together with accrued interest to the redemption date.

A portion of the proceeds of the CFD 99-1 Bonds will be transferred to The Bank of New

York Mellon Trust Company, N.A., acting as escrow agent (the “CFD 99-1 Escrow Agent”) for the Prior CFD 99-1 Bonds under an Escrow Deposit and Trust Agreement dated as of June 1, 2014 (the “CFD 99-1 Escrow Agreement”), by and between the City and the CFD 99-1 Escrow Agent.

The amounts deposited from the proceeds of the CFD 99-1 Bonds will be held by the

CFD 99-1 Escrow Agent under the CFD 99-1 Escrow Agreement in cash. These funds, together with any remaining amounts held in cash by the CFD 99-1 Escrow Agent, will be sufficient to pay and redeem the Prior CFD 99-1 Bonds in full on their redemption date, and to defease the outstanding Prior CFD 99-1 Bonds as of the date of issuance of the CFD 99-1 Bonds. See “VERIFICATION OF MATHEMATICAL COMPUTATIONS.”

The moneys held by the CFD 99-1 Escrow Agent under the CFD 99-1 Escrow

Agreement are pledged to the payment of the Prior CFD 99-1 Bonds and will not be available for the payment of the Bonds, the CFD 89-1 Bonds, the CFD 99-1 Bonds or the Reassessment Bonds.

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Refunding Plan for Reassessment Bonds A portion of the proceeds of the Reassessment Bonds will be used to refund and legally

defease, on a current basis, the Prior Assessment Bonds, and cause the concurrent refunding of the Prior TOPJPA Bonds (which are secured by the Prior Assessment Bonds), all of which are described as follows:

I-205 Residential Reassessment District. The limited obligation improvement

bonds captioned “City of Tracy Limited Obligation Refunding Improvement Bonds, I-205 Residential Reassessment District,” which were issued by the City in 1999 in the original principal amount of $10,545,000 (the “AD I-205 Bonds”).

The AD I-205 Bonds were purchased by the TOPJPA and currently secure two

outstanding series of bonds of the TOPJPA captioned “$11,070,000 Tracy Operating Partnership Joint Powers Authority 2003 Series A Senior Lien Refunding Revenue Bonds (Assessment Bond Refunding)” (the “TOPJPA 2003A Bonds”), which are currently outstanding in the principal amount of $5,235,000, and “$535,000 Tracy Operating Partnership Joint Powers Authority 2003 Series B Junior Lien Refunding Revenue Bonds (Assessment Bond Refunding)” (the “TOPJPA 2003B Bonds”) which are currently outstanding in the principal amount of $265,000.

The I-205 Residential Reassessment District was formed, and the AD I-205

Bonds were issued, in 1999 to refund on a current basis certain limited obligation improvement bonds previously issued by the City for five residential assessment districts, the proceeds of which had been used to finance certain public capital improvements to facilitate the development of the property within those assessment districts.

The refinancing plan calls for the outstanding AD I-205 Bonds to be redeemed in

full, on a current basis, on September 2, 2014, and for the TOPJPA 2003A Bonds and TOPJPA 2003B Bonds to be redeemed in full, on a current basis, on September 2, 2014, at a redemption price equal to the principal amount thereof, together with accrued interest to the redemption date, plus a redemption premium of 1% of the principal amount to be redeemed.

94-1 Reassessment District. The limited obligation improvement bonds

captioned “City of Tracy Limited Obligation Refunding Improvement Bonds 94-1 Reassessment District of 2001,” which were issued by the City in 2002 in the original principal amount of $4,150,000 (the “AD 94-1 Bonds”).

The AD 94-1 Bonds were purchased by the TOPJPA and currently secure an

outstanding series of bonds of the TOPJPA captioned “$4,500,000 Tracy Operating Partnership Joint Powers Authority 2002 Revenue Bonds, Series A (94-1 Assessment Bond Refunding)” (the “TOPJPA 2002 Bonds”), which are currently outstanding in the principal amount of $2,500,000.

The 94-1 Reassessment District of 2001 was formed, and the AD 94-1 Bonds

were issued, in 2002 to refund on a current basis a series of limited obligation improvement bonds previously issued by the City for an assessment district, the proceeds of which had been used to finance certain public capital improvements to facilitate the development of the property within that assessment district.

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The refinancing plan calls for the outstanding AD 94-1 Bonds to be redeemed in

full, on a current basis, on September 2, 2014, and for the TOPJPA 2002 Bonds to be redeemed in full, on a current basis, on September 2, 2014, at a redemption price equal to the principal amount thereof, together with accrued interest to the redemption date, without premium. A portion of the proceeds of the Reassessment Bonds will be transferred to The Bank of

New York Mellon Trust Company, N.A., acting as escrow agent (the “Reassessment District Escrow Agent”) for each series of the Prior Assessment Bonds and Prior TOPJPA Bonds under separate Escrow Deposit and Trust Agreements, each dated as of June 1, 2014 (the “Reassessment District Escrow Agreements”), and each by and between the City and the Reassessment District Escrow Agent.

The amounts deposited from the proceeds of the Reassessment Bonds will be held by

the Reassessment District Escrow Agent under each Reassessment District Escrow Agreement and invested in federal securities consisting of United States Treasury Securities, State and Local Government Series. These funds, together with any remaining amounts held in cash by the Reassessment District Escrow Agent, will be sufficient to pay and redeem the Prior Assessment Bonds and Prior TOPJPA Bonds in full on their redemption date, and to defease the outstanding Prior Assessment Bonds and Prior TOPJPA Bonds as of the date of issuance of the Reassessment Bonds. See “VERIFICATION OF MATHEMATICAL COMPUTATIONS.”

The moneys held by the Reassessment District Escrow Agent under the Reassessment

District Escrow Agreements are pledged to the payment of the Prior Assessment Bonds and Prior TOPJPA Bonds and will not be available for the payment of the Bonds, the CFD 89-1 Bonds, the CFD 99-1 Bonds or the Reassessment Bonds.

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Estimated Sources and Uses of Funds

The Bonds. The anticipated sources and uses of funds relating to the Bonds are as follows:

Sources: Principal Amount of the Bonds $17,215,000.00 Plus Net Original Issue Premium 1,630,904.55 Total Sources $18,845,904.55 Uses: Deposit to Purchase Fund [1] $18,647,932.05 Underwriter’s Discount 197,972.50 Total Uses $18,845,904.55 [1] To be used to acquire the CFD 89-1 Bonds, the CFD 99-1 Bonds and the

Reassessment Bonds. Amount is net of the share of the Underwriter’s discount allocable to the CFD 89-1 Bonds, the CFD 99-1 Bonds and the Reassessment Bonds.

CFD 89-1 Bonds. The anticipated sources and uses of funds relating to the CFD 89-1

Bonds are as follows:

Sources: Principal Amount of CFD 89-1 Bonds $5,730,000.00 Plus: Net Original Issue Premium 518,254.20 Plus: Available Funds from Prior CFD 89-1 Bonds 2,088,309.42 Total Sources $8,336,563.62 Uses: Deposit to Escrow Fund [1] $7,706,747.25 Costs of Issuance [2] 57,171.37 Share of Underwriter’s Discount 65,895.00 Deposit to Reserve Account [3] 506,750.00 Total Uses $8,336,563.62 [1] To be used to refund the Prior CFD 89-1 Bonds. See “–Refunding Plan for

CFD 89-1 Bonds” above. [2] To be transferred to the Trustee for the payment of Costs of Issuance, which

include Trustee and Fiscal Agent fees, Bond Counsel fees, Disclosure Counsel fees, printing costs, and other related costs of issuing the Bonds and the Acquired Obligations. The CFD 89-1 Bonds are funding a portion of the costs of issuance of the Bonds; the CFD 99-1 Bonds and the Reassessment Bonds are funding the remainder.

[3] Equal to the Reserve Requirement for the CFD 89-1 Bonds as of the Closing Date. See “SECURITY FOR THE CFD BONDS – Reserve Account.”

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CFD 99-1 Bonds. The anticipated sources and uses of funds relating to the CFD 99-1 Bonds are as follows:

Sources: Principal Amount of CFD 99-1 Bonds $5,425,000.00 Plus: Net Original Issue Premium 534,149.90 Plus: Available Funds from Prior CFD 99-1 Bonds 1,051,647.92 Total Sources $7,010,797.82 Uses: Deposit to Escrow Fund [1] $6,572,646.06 Costs of Issuance [2] 49,651.76 Share of Underwriter’s Discount 62,387.50 Deposit to Reserve Account [3] 326,112.50 Total Uses $7,010,797.82 [1] To be used to refund the Prior CFD 99-1 Bonds. See “–Refunding Plan for

CFD 99-1 Bonds” above. [2] To be transferred to the Trustee for the payment of Costs of Issuance, which

include Trustee and Fiscal Agent fees, Bond Counsel fees, Disclosure Counsel fees, printing costs, and other related costs of issuing the Bonds and the Acquired Obligations. The CFD 99-1 Bonds are funding a portion of the costs of issuance of the Bonds; the CFD 89-1 Bonds and the Reassessment Bonds are funding the remainder.

[3] Equal to the Reserve Requirement for the CFD 99-1 Bonds as of the Closing Date. See “SECURITY FOR THE CFD BONDS – Reserve Account.”

Reassessment Bonds. The anticipated sources and uses of funds relating to the

Reassessment Bonds are as follows:

Sources: Principal Amount of Reassessment Bonds $6,060,000.00 Plus: Net Original Issue Premium 578,500.45 Plus: Available Funds from Prior Assessment Bonds 2,303,563.72 Total Sources $8,942,064.17 Uses: Deposit to AD I-205 Escrow Fund [1] $5,666,345.22 Deposit to AD 94-1 Escrow Fund [2] 2,575,430.73 Costs of Issuance [3] 129,623.22 Share of Underwriter’s Discount 69,690.00 Deposit to Reserve Fund [4] 500,975.00 Total Uses $8,942,064.17 [1] To be used to refund the AD I-205 Bonds. See “–Refunding Plan for

Reassessment Bonds” above. [2] To be used to refund the AD 94-1 Bonds. See “–Refunding Plan for

Reassessment Bonds” above. [3] To be transferred to the Trustee for the payment of Costs of Issuance, which

include Trustee and Fiscal Agent fees, Bond Counsel fees, Disclosure Counsel fees, printing costs, and other related costs of issuing the Bonds and the Acquired Obligations. The Reassessment Bonds are funding a portion of the costs of issuance of the Bonds (including a portion of the Underwriter’s discount); the CFD 89-1 Bonds and CFD 99-1 Bonds are funding the remainder.

[4] Equal to the Reserve Requirement for the Reassessment Bonds as of the Closing Date. See “SECURITY FOR THE REASSESSMENT BONDS – Reserve Fund.”

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THE BONDS This section provides summaries of the Bonds and certain provisions of the Indenture.

See “APPENDIX A – Summary of Principal Legal Documents” for a more complete summary of the Indenture. Capitalized terms used but not defined in this section have the meanings given in APPENDIX A.

Authority for Issuance

The Bonds are being issued under the Act, the Authority Resolution, which was adopted

by the board of directors of the Authority on May 6, 2014, and the Indenture. Under the Authority Resolution, the Bonds may be issued in a principal amount not to exceed $19,000,000.

Bond Terms

General. The Bonds will be dated their date of delivery, and will be issued in the

aggregate principal amounts set forth on the inside cover page hereof. The Bonds will bear interest from their dated date at the rates per annum set forth on the inside cover page hereof, payable semiannually on each March 2 and September 2, commencing September 2, 2014 (each, an “Interest Payment Date”), and will mature in the amounts and on the dates set forth on the inside cover page hereof.

The Bonds will be issued in fully registered form in denominations of $5,000 each or any

integral multiple thereof. Payment of Interest and Principal. Interest on the Bonds will be payable on each

Interest Payment Date to the person whose name appears on the Bond Register as the Owner of such Bond as of the Record Date immediately preceding each such Interest Payment Date, such interest to be paid by check of the Trustee mailed on such Interest Payment Date by first class mail, postage prepaid, to the Owner at the address of such Owner as it appears on the Bond Register or by wire transfer to an account in the United States of America made on such Interest Payment Date upon instructions of any Owner of $1,000,000 or more in aggregate principal amount of Bonds of a Series provided to the Trustee in writing at least 5 Business Days before the Record Date for such Interest Payment Date.

Principal of and premium (if any) on any Bond will be paid upon presentation and

surrender of such Bond, at maturity or the prior redemption of such Bond, at the Trust Office of the Trustee.

Calculation of Interest. Each Bond will bear interest from the Interest Payment Date

next preceding the 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, 2014, 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 on such Bond 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 on such Bond, or from the Closing Date if no interest has been paid or made available for payment.

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Redemption No Optional Redemption. The Bonds are not subject to optional redemption before

maturity. Special Mandatory Redemption. The Bonds are subject to special mandatory

redemption on any date from proceeds of early redemption of Acquired Obligations from prepayment of Special Taxes or Reassessments, in whole or in part, from maturities corresponding proportionately to the maturities of the Acquired Obligations simultaneously redeemed, at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest to the date of redemption thereof, without premium.

For a description of the redemption provisions of the CFD Bonds and the Reassessment Bonds, see ”APPENDIX A – Summary of Principal Legal Documents.”

Notice of Redemption. The Trustee on behalf, and at the expense, of the Authority will

mail (by first class mail, postage prepaid) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Bond Register, and to the Securities Depositories and to the Municipal Securities Rulemaking Board, at least 30 but not more than 60 days prior to the date fixed for redemption.

Neither failure to receive any such notice so mailed nor any defect in such notice will

affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest on such Bonds. Such notice will state the date of the notice, the redemption date, the redemption place and the redemption price and will designate the CUSIP numbers, the Bond numbers and the maturity or maturities (in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and will require that such Bonds be then surrendered at the Trust Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue after the redemption date.

In addition to the foregoing notice, further notice will be given by the Trustee in said form

by first class mail to any Bondowner whose Bond has been called for redemption but who has failed to submit his Bond for payment by the date which is 60 days after the redemption date, but no defect in said further notice nor any failure to give or receive all or any portion of such further notice will in any manner defeat the effectiveness of a call for redemption.

Rescission of Redemption Notice. Any redemption notice may specify that

redemption on the specified date will be subject to receipt by the Authority of moneys sufficient to cause such redemption (and will specify the proposed source of such moneys), and neither the Authority nor the Trustee will have any liability to the Owners or any other party as a result of its failure to redeem the Bonds as a result of insufficient moneys.

The Authority has the right to rescind any redemption by written notice to the Trustee on

or prior to the date fixed for redemption. Any notice of redemption will be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption, and such cancellation will not constitute an Event of Default under the Indenture. The Trustee will mail notice of rescission of redemption in the same manner notice of redemption was originally provided.

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Selection of Bonds of a Maturity for Redemption. Unless otherwise provided under the Indenture, whenever provision is made in the Indenture or in the applicable Supplemental Indenture for the redemption of fewer than all of the Bonds of a maturity, the Trustee will select the Bonds to be redeemed from all Bonds of such maturity not previously called for redemption, by lot in any manner which the Trustee in its sole discretion will deem appropriate and fair. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 authorized denominations, and such separate authorized denominations will be treated as separate Bonds which may be separately redeemed.

Partial Redemption of Bonds. If only a portion of any Bond is called for redemption,

then upon surrender of such Bond 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 the same maturity date, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond to be redeemed.

Effect of Redemption. From and after the date fixed for redemption, if funds available

for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption will have been duly provided, such Bonds so called will cease to be entitled to any benefit under the Indenture other than the right to receive payment of the redemption price, and no interest will accrue on such Bonds from and after the redemption date specified in such notice.

Book-Entry Only System

General. The Bonds will be issued as fully registered bonds, registered in the name of

Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to actual purchasers of the Bonds (the “Beneficial Owners”) in the denominations set forth above, under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants (as defined in this Official Statement) as described in this Official Statement. Beneficial Owners will not be entitled to receive physical delivery of the Bonds. See “APPENDIX G — DTC and the Book-Entry-Only System.”

If the book-entry-only system is no longer used with respect to the Bonds, the Bonds will

be registered and transferred in accordance with the Indenture. See “–Registration, Transfer and Exchange of Bonds” below.

Payments Made to DTC. While the Bonds are subject to the book-entry system, the

principal and interest with respect to a Bond will be paid by the Trustee to DTC, which in turn is obligated to remit such payment to its DTC Participants for subsequent disbursement to Beneficial Owners of the Bonds, as described in “APPENDIX G — DTC and the Book-Entry-Only System.”

Registration, Transfer and Exchange of Bonds

Bond Register. The Trustee will keep or cause to be kept at its Trust Office sufficient

records for the registration and transfer of the Bonds, which will be the Bond Register and will at all times during regular business hours be open to inspection by the Authority upon reasonable notice; and, upon presentation for such purpose, the Trustee will, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said records, Bonds as provided under the Indenture.

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Transfer of Bonds. Subject to the book-entry only provisions of the Indenture, any Bond

may in accordance with its terms, be transferred, upon the Bond Register, 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 in a form approved by the Trustee, duly executed.

Whenever any Bond is surrendered for transfer, the Authority will execute and the

Trustee will thereupon authenticate and deliver to the transferee a new Bond or Bonds of like Series, tenor, maturity and aggregate principal amount. No Bonds selected for redemption will be subject to transfer, nor will any Bond be subject to transfer during the 15 days prior to the selection of Bonds for redemption.

The cost of printing any Bonds and any services rendered or any expenses incurred by

the Trustee in connection with any transfer or exchange will be paid by the Authority. However, the Owners of the Bonds will be required to pay any tax or other governmental charge required to be paid for any exchange or registration of transfer and the Owners of the Bonds will be required to pay the reasonable fees and expenses of the Trustee and Authority in connection with the replacement of any mutilated, lost or stolen Bonds.

Exchange of Bonds. Bonds may be exchanged at the Trust Office of the Trustee for

Bonds of the same Series, tenor and maturity and of other authorized denominations. No Bonds selected for redemption will be subject to exchange, nor will any Bond be subject to exchange during the 15 days prior to the selection of Bonds for redemption. The Owners of the Bonds will be required to pay any tax or other governmental charge required to be paid for any exchange and the Owners of the Bonds will be required to pay the reasonable fees and expenses of the Trustee and Authority in connection with the exchange of any Bonds.

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Estimated Debt Service Schedules The Bonds. The table below presents the debt service schedule for the Bonds,

assuming no special redemptions are made. The scheduled aggregate debt service on the Bonds is approximately equal to the aggregate of the scheduled debt service on the CFD 89-1 Bonds, the CFD 99-1 Bonds and the Reassessment Bonds.

Annual Debt Service Schedule for the Bonds

Year

Ending September 2

Principal

Interest

Total 2014 $1,410,000 $163,857.64 $1,573,857.64 2015 1,955,000 677,075.00 2,632,075.00 2016 2,025,000 618,425.00 2,643,425.00 2017 2,105,000 537,425.00 2,642,425.00 2018 2,175,000 453,225.00 2,628,225.00 2019 2,285,000 366,225.00 2,651,225.00 2020 2,100,000 251,975.00 2,351,975.00 2021 1,140,000 146,975.00 1,286,975.00 2022 790,000 89,975.00 879,975.00 2023 600,000 50,475.00 650,475.00 2024 630,000 20,475.00 650,475.00 Total: $17,215,000 $3,376,107.64 $20,591,107.64

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The Acquired Obligations. The following table summarizes the anticipated debt service payments to be received by the Authority as the result of its ownership of the CFD 89-1 Bonds, the CFD 99-1 Bonds and the Reassessment Bonds.

The Acquired Obligations mature on different dates, and have different debt service

profiles. Consequently, the source of security for debt service on the Bonds, and the concentration of the revenues derived from the different Districts, will change over time as the Bonds mature. Starting after Fiscal Year 2019-20, the Bonds will be secured only by the Revenues to be derived from the CFD 99-1 Bonds and the Reassessment Bonds, and for Fiscal Years 2022-23 and 2023-24, the Bonds will be secured only by the Revenues to be derived from the CFD 99-1 Bonds.

Annual Debt Service Schedules for the Acquired Obligations

Year

Ending September 2

CFD 89-1

Bonds

CFD 99-1

Bonds

Reassessment

Bonds 2014 $598,425 $347,930 $627,503 2015 1,008,200 643,525 980,350 2016 1,004,500 645,925 993,000 2017 1,007,100 643,525 991,800 2018 998,300 645,525 984,400 2019 1,013,500 646,725 991,000 2020 997,500 652,225 702,250 2021 N/A 651,225 635,750 2022 N/A 648,975 231,000 2023 N/A 650,475 N/A 2024 N/A 650,475 N/A

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Debt Service Coverage on the CFD 89-1 Bonds, the CFD 99-1 Bonds and the Reassessment Bonds

CFD 89-1 Bonds. For fiscal year 2014-15, the maximum Special Taxes levied on

Taxable Property within CFD 89-1 are estimated to generate revenues (net of Administrative Expenses) equal to approximately $1,744,627, assuming 0% Special Tax delinquency, which is 1.73 times the estimated debt service on the CFD 89-1 Bonds.

The following table summarizes the debt service coverage on the CFD 89-1 Bonds

provided by maximum Special Taxes.

Debt Service Coverage on CFD 89-1 Bonds

Year Ending September 2

Maximum

Special Tax Administrative

Expenses CFD 89-1 Bonds

Debt Service Debt Service

Coverage 2014 $1,751,685 $7,058 $760,347 [1] 229% 2015 1,751,685 7,058 1,008,200 173 2016 1,751,685 7,199 1,004,500 174 2017 1,751,685 7,343 1,007,100 173 2018 1,751,685 7,490 998,300 175 2019 1,751,685 7,640 1,013,500 172 2020 1,751,685 7,793 997,500 175

[1] For purposes of the coverage calculation, includes the March 1, 2014, payment on the Prior CFD 89-1 Bonds.

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CFD 99-1 Bonds. For fiscal year 2014-15, the maximum Special Taxes levied on

Taxable Property within CFD 99-1 are estimated to generate revenues (net of Administrative Expenses) equal to approximately $1,050,295, assuming 0% Special Tax delinquencies, which is 1.63 times the estimated debt service on the CFD 99-1 Bonds.

The following table summarizes the debt service coverage on the CFD 99-1 Bonds

provided by maximum Special Taxes.

Debt Service Coverage on CFD 99-1 Bonds

Year Ending September 2

Maximum

Special Tax [1] Administrative

Expenses CFD 99-1 Bonds

Debt Service Debt Service

Coverage 2014 $1,036,112 $6,538 $500,014 [2] 206% 2015 1,056,833 6,538 643,525 163 2016 1,077,969 6,669 645,925 166 2017 1,099,529 6,802 643,525 170 2018 1,121,519 6,938 645,525 173 2019 1,143,950 7,077 646,725 176 2020 1,166,829 7,218 652,225 178 2021 1,190,165 7,363 651,225 182 2022 1,213,969 7,510 648,975 186 2023 1,238,248 7,660 650,475 189 2024 1,263,013 7,814 650,475 193

[1] Includes an annual 2% escalator per the Rate and Method for CFD 99-1. [2] For purposes of the coverage calculation, includes the March 1, 2014 payment for the Prior

CFD 99-1 Bonds. Reassessment Bonds. The Reassessments are sized to equal debt service on the

Reassessment Bonds.

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SECURITY FOR THE BONDS This section provides summaries of the security for the Bonds and certain provisions of

the Indenture. See “APPENDIX A – Summary of Principal Legal Documents” for a more complete summary of the Indenture. Capitalized terms used but not defined in this section have the meanings given in APPENDIX A.

General

Revenues. As described below, the Bonds are payable primarily from Revenues,

consisting of amounts received by the Authority as the result of its acquisition of the Acquired Obligations.

The Indenture defines “Revenues” as follows:

(a) all amounts received from the Acquired Obligations; (b) any proceeds of the Bonds originally deposited with the Trustee and all

moneys deposited and held from time to time by the Trustee in the funds and accounts established under the Indenture with respect to the Bonds (other than the Rebate Fund and the Surplus Fund); and

(c) investment income with respect to any moneys held by the Trustee in the

funds and accounts established under the Indenture with respect to the Bonds (other than investment income on moneys held in the Rebate Fund and the Surplus Fund). Limited Obligations. The Bonds are special obligations of the Authority payable solely

from and secured solely by the Revenues and all of the right, title and interest of the Authority in the Acquired Obligations, subject to the terms of the Indenture. The Bonds are not a debt or liability of the City, the State of California or any political subdivisions thereof other than the Authority to the limited extent described in this Official Statement, and neither the faith and credit of the Authority, the City, the State or any of its political subdivisions are pledged to the payment of principal of, premium, if any, or interest on the Bonds and neither the Authority, the City, the State nor any of its political subdivisions is liable therefor, nor in any event will the Bonds or any interest thereon be payable out of any funds or properties other than those of the Authority as set forth in the Indenture. Neither the Bonds nor the obligation to make payments under the CFD Bonds constitute an indebtedness of the Authority, the City, the State nor any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction. The Authority has no taxing power.

Revenues; Flow of Funds

Revenues. The Bonds are secured by a first lien on and pledge of all of the Revenues.

So long as any of the Bonds are Outstanding, the Revenues will not be used for any purpose except as is expressly permitted by the Indenture.

Collection by the Trustee. The Trustee will collect and receive all of the Revenues,

and any Revenues collected or received by the Authority will be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and will forthwith be paid by the Authority to the Trustee. Subject to the provisions of the Indenture regarding the remedies and rights of the Bond Owners, the Trustee is also entitled to and will take all steps,

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actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the City under the Acquired Obligations.

Deposit of Revenues. All Revenues derived from the Acquired Obligations will be

promptly deposited by the Trustee upon receipt thereof in the Revenue Fund. Application of Revenues. On each Interest Payment Date and date for redemption of

the Bonds, the Trustee will transfer from the Revenue Fund, and deposit into the following respective accounts for the Bonds, the following amounts in the following order of priority, the requirements of each such account (including the making up of any deficiencies in any such account resulting from lack of Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority:

Interest Account. On each Interest Payment Date and redemption date, the Trustee will

deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to equal the amount of interest becoming due and payable on such Interest Payment Date on all Outstanding Bonds or to be paid on the Bonds being redeemed on such date.

No deposit need be made into the Interest Account if the amount contained in such

account is at least equal to the interest becoming due and payable upon all Outstanding Bonds on the next succeeding Interest Payment Date or redemption date, as applicable.

All moneys in the Interest Account will be used and withdrawn by the Trustee solely for

the purpose of paying interest on the Bonds as it will become due and payable (including accrued interest on any Bonds redeemed prior to maturity).

If the amounts on deposit in the Interest Account on any Interest Payment Date or

redemption date are insufficient for any reason to pay the aggregate amount of interest then coming due and payable on the Outstanding Bonds, the Trustee will apply such amounts to the payment of interest on each of the Outstanding Bonds on a pro rata basis.

Principal Account. On each Interest Payment Date and redemption date on which the

principal of the Bonds will be payable, the Trustee will deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of, and premium (if any) on, the Bonds coming due and payable on such Interest Payment Date, or required to be redeemed on such date; provided, however, that no amount will be deposited to effect a mandatory special redemption unless the Trustee has first received a certificate of an Independent Accountant certifying that such deposit to effect the redemption of the Bonds will not impair the ability of the Authority to make timely payment of the principal of and interest on the Bonds, assuming for such purposes that the City continues to make timely payments on all Acquired Obligations not then in default.

All moneys in the Principal Account will be used and withdrawn by the Trustee solely for

the purpose of (i) paying the principal of the Bonds at the maturity thereof or (ii) paying the principal of any Bonds upon the redemption thereof.

Deficiencies. If on any Interest Payment Date or date for redemption the amount on

deposit in the Revenue Fund is inadequate to make the transfers described above as a result of a payment default on an issue of Acquired Obligations, the Trustee will immediately notify the

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City of the amount needed to make the required deposits under “Application of Revenues” above. In the event that within 5 Business Days of delivering such notice the Trustee receives additional payments from the City to cure such shortfall, the Trustee will deposit such amounts to the account designated in writing by the City.

Deposit into Rebate Fund. On each Interest Payment Date after making the transfers

described above, upon receipt of a Request of the Authority to do so, the Trustee will transfer from the Revenue Fund to the Rebate Fund for deposit in the accounts in the Rebate Fund the amounts specified in such Request.

Surplus Fund. On September 2 of each year, after making the deposits described

above, the Trustee will transfer all amounts remaining on deposit in the Revenue Fund to the Surplus Fund.

No Reserve Fund for the Bonds

The Authority has not established a debt service reserve fund for the Bonds, but the City

has established a debt service reserve fund for each of the CFD Bonds and the Reassessment Bonds. See “SECURITY FOR THE CFD BONDS – Reserve Account” and “SECURITY FOR THE REASSESSMENT BONDS – Reserve Fund.”

Surplus Fund

Any amounts transferred to the Surplus Fund will no longer be considered Revenues and are not pledged to repay the Bonds. So long as Acquired Obligations are outstanding, on September 3 of each year, after setting aside any amount specified in a Request of the Authority as necessary to pay Administrative Expenses, any moneys remaining in the Surplus Fund will be transferred to the City and used for any lawful purpose. No Additional Bonds

Under the Indenture, the Authority covenants that it will not issue or incur any additional bonds, notes or other indebtedness payable out of Revenues in whole or in part.

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SECURITY FOR THE CFD BONDS

The provisions of the CFD 89-1 Fiscal Agent Agreement and the CFD 99-1 Fiscal Agent Agreement (each a “CFD Fiscal Agent Agreement”) with respect to security and sources of payment for the CFD 89-1 Bonds and the CFD 99-1 Bonds are substantially identical, and will be described together in this section except as otherwise set forth below. The CFD 89-1 Bonds and the CFD 99-1 Bonds are referred to collectively in this section as the “CFD Bonds.”

This section contains only a brief description of those provisions of each CFD Fiscal

Agent Agreement, which are further described in APPENDIX A. Capitalized terms used but not defined in this section have the meanings given in APPENDIX A.

General

The CFD Bonds constitute a limited obligation of the City that is secured by a first lien on and pledge of, and is payable solely from, Net Taxes (defined below) collected in each respective CFD and amounts deposited by the City in each Special Tax Fund (exclusive of the Administrative Expense Account). The City’s limited obligation to pay the principal of and interest on the CFD Bonds from Net Taxes collected in each respective CFD and amounts in each Special Tax Fund (exclusive of the Administrative Expense Account) is absolute and unconditional.

The CFD Bonds do not constitute a legal or equitable pledge, charge, lien or

encumbrance upon any of either CFD’s property, or upon any of its income, receipts or revenues, except the Net Taxes collected in the respective CFD and other amounts in the respective Special Tax Fund (except the Administrative Expense Account).

Except for the Net Taxes for each CFD, neither the credit nor the taxing power of

the City is pledged for the payment of the CFD Bonds or related interest, and no Owner of the Bonds may compel the exercise of taxing power by the City or the forfeiture of any of its property. The principal of and interest on the CFD Bonds are not a debt of the City, the State of California or any of its political subdivisions within the meaning of any constitutional or statutory limitation or restriction.

Special Taxes; Gross Taxes; Net Taxes

Definitions. The “Special Taxes” for each CFD are levied and collected according to

the special tax formula contained in the rate and method of apportionment established for that respective CFD. See “– CFD 89-1 Rate and Method,” “– CFD 99-1 Rate and Method,” APPENDIX C-1 and APPENDIX C-2.

The “Net Taxes” pledged by the City to the CFD Bonds is defined in each CFD Fiscal

Agent Agreement as “Gross Taxes” minus amounts set aside to pay Administrative Expenses (the cap for which, for Fiscal Year 2014-15, is $8,000 for CFD 99-1 and $6,000 for CFD 89-1, in each case escalating by 2% each Fiscal Year.

“Gross Taxes” is defined as the proceeds of the Special Taxes received by the City,

including any scheduled payments and any prepayments of, or interest on, such Special Taxes, and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest on such amount. “Gross Taxes” do not

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include any penalties collected in connection with delinquent Special Taxes or any interest in excess of the interest due on the CFD Bonds.

Allocation of Special Taxes. Except for the portion of any Prepayment to be deposited

to the Redemption Account, the Fiscal Agent will, on each date on which the Special Taxes are received from the City, deposit the Special Taxes in each Special Tax Fund to be held in trust for the Authority, as sole Owner of the CFD Bonds. The Fiscal Agent will transfer the Special Taxes on deposit in each Special Tax Fund on the dates and in the amounts set forth in each CFD Fiscal Agent Agreement, in the following order of priority, to:

(1) the Administrative Expense Account of each Special Tax Fund; (2) the Interest Account of each Special Tax Fund; (3) the Principal Account of each Special Tax Fund; (4) the Redemption Account of each Special Tax Fund; (5) the Reserve Account of each Special Tax Fund; and (6) each Surplus Fund.

No Parity CFD Bonds

Under each CFD Fiscal Agent Agreement, the City covenants that it will not mortgage or otherwise encumber, pledge or place any charge upon any of the Net Taxes (except as provided in each CFD Fiscal Agent Agreement), and will not issue any obligation or security having a lien or charge upon the Net Taxes superior to or on a parity with the Bonds.

Nothing in each CFD Fiscal Agent Agreement prevents the City from issuing or incurring

indebtedness payable from a pledge of Net Taxes that is subordinate in all respects to the pledge of Net Taxes to repay the related CFD Bonds.

Priority of Lien

Each installment of the Special Taxes, and any interest and penalties on the Special Taxes, constitutes a lien on the parcel of land on which it was imposed until paid. This lien is co-equal to and independent of the lien for general taxes, the lien of any other community facilities district special taxes and special assessment liens. See “CFD 89-1 – Direct and Overlapping Governmental Obligations” and “CFD 99-1 – Direct and Overlapping Governmental Obligations.”

Reserve Account for CFD Bonds

Under each CFD Fiscal Agent Agreement, as further security for each respective series

of CFD Bonds, the City will deposit a portion of the proceeds of each series of CFD Bonds with the CFD Fiscal Agent, to be held by the CFD Fiscal Agent in a Reserve Account within each respective Special Tax Fund, in an amount equal to the Reserve Requirement for the related series of CFD Bonds.

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Under each CFD Fiscal Agent Agreement, the “Reserve Requirement” means, as of any date of calculation, an amount equal to 50% of Maximum Annual Debt Service on the Outstanding CFD Bonds.

Moneys in each Reserve Account will be used solely for the purpose of paying the

principal of and interest on the related series of CFD Bonds when due if the moneys in the related Interest Account and the Principal Account of the Special Tax Fund are insufficient.

See APPENDIX A for a further description of disbursements from each Reserve Account

and the replenishment of each Reserve Account from the proceeds of Special Taxes.

Covenants of the City

In each CFD Fiscal Agent Agreement, the City will make the following covenants (among others).

Punctual Payment. It will duly and punctually pay or cause to be paid the principal of

and interest on each respective series of CFD Bonds, to the extent that Net Taxes and other amounts pledged under the respective CFD Fiscal Agent Agreement are available for such payment.

Against Encumbrance. It will not mortgage or otherwise encumber, pledge or place any

charge upon any of the Net Taxes except as provided in the respective CFD Fiscal Agent Agreement, and will not issue any obligation or security having a lien or charge upon the Net Taxes superior to or on a parity with the CFD Bonds. Nothing in each CFD Fiscal Agent Agreement prevents the City from issuing or incurring indebtedness payable from a pledge of Net Taxes that is subordinate in all respects to the pledge of Net Taxes to repay the related series of CFD Bonds.

Levy of Special Tax. The City will comply with all requirements of the Mello-Roos Act

so as to assure the timely collection of Gross Taxes, including without limitation, the enforcement of delinquent Special Taxes.

(i) Processing. On or within 5 Business Days of each June 1, the CFD Fiscal

Agent will provide the Finance Director with a notice stating the amount then on deposit in the Special Tax Fund and the other funds and accounts held by the Fiscal Agent under the respective CFD Fiscal Agent Agreement, whether or not amounts need to be deposited into the Reserve Account to increase the amounts on deposit in such account to the Reserve Requirement, and informing the City that the Special Taxes need to be levied under the Ordinance as necessary to provide for the amount set forth in clause (iii) below. The receipt of or failure to receive such notice by the Finance Director will in no way affect the obligations of the Finance Director under the following two paragraphs and the Fiscal Agent will not be liable for failure to provide such notice to the Finance Director. Upon receipt of such notice, the Finance Director will communicate with the Auditor to ascertain the relevant parcels on which the Special Taxes are to be levied, taking into account any parcel splits or combinations during the preceding and then current year.

(ii) Levy. The Finance Director will effect the levy of the Special Taxes each

Fiscal Year in accordance with the Ordinance by each August 1 that the CFD Bonds are outstanding, or otherwise such that the computation of the levy is complete before the

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final date on which Auditor will accept the transmission of the Special Tax amounts for the parcels within each CFD for inclusion on the next real property tax roll. Upon the completion of the computation of the amounts of the levy, the Finance Director will prepare or cause to be prepared, and will transmit to the Auditor, such data as the Auditor requires to include the levy of the Special Taxes on the next real property tax roll.

(iii) Computation. The Finance Director will fix and levy the amount of Special Taxes within each CFD in an amount sufficient, together with other amounts on deposit in the related Special Tax Fund and available for such purpose, to pay (A) the principal of and interest on the related CFD Bonds when due, (B) the Administrative Expenses, including amounts necessary to discharge any rebate obligation, during such year and (C) any amounts required to replenish the related Reserve Account to the Reserve Requirement, taking into account the balances in such funds and in the Special Tax Fund. The Special Taxes so levied may not exceed the authorized amounts as provided in the proceedings under each Resolution of Formation.

(iv) Collection. The Special Taxes will be payable and be collected in the

same manner and at the same time and in the same installment as the general taxes on real property are payable, and have the same priority, become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the ad valorem taxes on real property.

Commence Foreclosure Proceedings. Under the Mello-Roos Act, the City will

covenant in each CFD Fiscal Agent Agreement with and for the benefit of the Authority, as the owners of the CFD Bonds, that it will order, and cause to be commenced as described below, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought current), an action in the superior court to foreclose the lien of any Special Tax or installment thereof not paid when due as provided in the following two paragraphs. The Finance Director will notify the City Attorney of any such delinquency of which the Finance Director is aware, and the City Attorney will commence, or cause to be commenced, such proceedings.

On or about January 30 and June 30 of each Fiscal Year, the Finance Director will

compare the amount of Special Taxes theretofore levied in each CFD to the amount of Gross Taxes theretofore received by the City, and:

(i) Individual Delinquencies. If the Finance Director determines that any

single parcel subject to the Special Tax in the CFD is delinquent in the payment of Special Taxes in the aggregate amount of $3,000 or more, then the Finance Director will send or cause to be sent a notice of delinquency (and a demand for immediate payment of the delinquent amounts) to the property owner within 60 days of such determination, and (if the delinquency remains uncured) foreclosure proceedings will be commenced by the City within 120 days of such determination.

(ii) Aggregate Delinquencies. If the Finance Director determines that (i) the

total amount of delinquent Special Tax for the prior Fiscal Year for the entire CFD (including the total of delinquencies under paragraph (i) above), exceeds 5% of the total Special Tax due and payable for the prior Fiscal Year, or (ii) there are 10 or fewer owners of real property within the CFD, determined by reference to the latest available secured property tax roll of the County, the City will notify or cause to be notified property owners who are then delinquent in the payment of Special Taxes (and demand immediate payment of the delinquency) within 60 days of such determination, and will

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commence foreclosure proceedings within 120 days of such determination against each parcel of land in the CFD with a Special Tax delinquency.

Reduction of Maximum Special Taxes. The City will covenant in each CFD Fiscal

Agent Agreement that it will not initiate proceedings to reduce the maximum Special Tax rates for the related CFD unless, in connection therewith, (i) the City receives a certificate from one or more Independent Financial Consultants which, when taken together, certify that, on the basis of the parcels of land and improvements existing in the CFD as of the July 1 preceding the reduction, the maximum amount of the Special Tax which may be levied on then existing Developed Property (as defined in the Rate and Method of Apportionment of Special Taxes then in effect in the CFD) in each Bond Year for any CFD Bonds Outstanding will equal at least 110% of the sum of the estimated Administrative Expenses and gross debt service in each Bond Year on all CFD Bonds to remain Outstanding after the reduction is approved, (ii) the City finds that any reduction made under such conditions will not adversely affect the interests of the Owners of the CFD Bonds, and (iii) the City is not delinquent in the payment of the principal of or interest on the CFD Bonds. For purposes of estimating Administrative Expenses for the foregoing calculation, the Independent Financial Consultants will compute the Administrative Expenses for the current Fiscal Year and escalate that amount by 2% in each subsequent Fiscal Year.

CFD 89-1 Rate and Method

General. The Special Tax is levied and collected according to the rate and method of

apportionment of special taxes for CFD 89-1 (the “CFD 89-1 Rate and Method”). Capitalized terms used but not defined in this section have the meanings given them in

the CFD 89-1 Rate and Method. The full text of the CFD 89-1 Rate and Method is attached to the Official Statement as APPENDIX C-1.

Annual Special Tax Levy. The CFD 89-1 Rate and Method provides the means by

which the City annually levies the CFD 89-1 Special Taxes within CFD 89-1, at up to the maximum Special Tax rates set forth below, on all legal parcels (as of March 1 of the previous Fiscal Year, or later if adjustments are made after that date by the County Assessor) of real property in private ownership within CFD 89-1. (the “Property”).

The Special Tax will be levied annually in an amount sufficient to meet the “Special Tax

Requirement,” which is determined annually by the Council and defined in the CFD 89-1 Rate and Method as the amount necessary for the following:

• to pay the authorized costs and expenses of CFD 89-1, including those

necessary to administer the bonds, collect and administer the Special Taxes, and administer CFD 89-1 (the total administrative amount will be separately stated by the Council in each levy),

• to pay current debt service on bonds issued on behalf of CFD 89-1, • to accumulate funds for future debt service (if this is deemed necessary by the

Council), • to pay amounts delinquent on the bonds issued on behalf of CFD 89-1 (or to

become delinquent based upon past Special Tax delinquencies),

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• to replenish the reserve fund to its proper level (including payments to be made

from the reserve fund based upon past special tax delinquencies), • to pay directly for any authorized facilities or to accumulate funds for that

purpose,

less all other amounts, from any lawful source, (except reimbursements from the Residential Specific Plan) available for payment of these costs.

Maximum Special Tax Rates. All parcels of Property is subject to a maximum annual

Special Tax according to each parcel’s designation on the boundary map of CFD 89-1, at the Special Tax rates in the table below:

CFD No. 89-1

Maximum Special Tax Rates for Developed Property

Boundary Map Designation

Maximum Annual Special Tax [1]

I-0a $0.123 I-0b $0.119 I-1a $0.150 I-1b $0.116 I-2 $0.094 I-3 $0.089

[1] Per square foot of parcel area.

Backup Additional Special Tax for Delinquencies. All Property may be subject to an

additional tax (the “back-up tax") of up to $0.08 per square foot of parcel area under the following circumstances:

a. The back-up tax may be levied only to the extent the Special Tax levy at the

maximum Special Tax rates set forth above is insufficient to meet the Special Tax Requirement.

b. As a further limitation, the back-up tax may be levied only to the extent that the

Special Tax Requirement includes amounts delinquent on the bonds issued on behalf of CFD 89-1 (or to become delinquent based upon past Special Tax delinquencies) or to replenish the reserve fund to its proper level (including payments to be made from the reserve fund based upon past Special Tax delinquencies).

c. As a further limitation, the back-up tax may only be levied on parcels having a

value (as appraised or estimated by an appraiser selected by the City) in excess of three times that parcel's proportionate share of the outstanding CFD 89-1 bonded indebtedness (calculated as set forth in the CFD 89-1 Rate and Method) plus that parcel's share of all other outstanding bonded indebtedness. The back-up tax will be levied a cent at a time. Each time a cent is added to the back-up tax, a new calculation of proportionate share of the outstanding bonded indebtedness will be done with the extra cent now considered to be a part of the authorized maximum tax. This will increase the share of the outstanding bonded indebtedness for those parcels receiving the additional cent of back-up tax. If, after the new calculation, a parcel is no longer

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worth three times its recalculated share of the outstanding bonded indebtedness, that parcel will receive no further back-up tax for that Fiscal Year.

d. It is expected that all back-up taxes paid will eventually be credited against

Special Taxes for those parcels paying them, in subsequent years. The amount of credit will be the amount of back-up tax paid, plus interest at 10% per annum, from the March 1 of the Fiscal Year in which they were due, compounded annually. As soon as parcels constituting 90% of the land area subject to the Special Tax have

achieved at least the 3:1 ratio (as to outstanding CFD 89-1 debt as well as other outstanding debt) without reference to the back-up tax, the authority to levy any back-up tax under the CFD 89-1 Rate and Method will end and be of no further force or effect.

Method of Apportionment. The Special Taxes will be levied for each Fiscal Year by

the Council. The Special Taxes will be set, initially, at the maximum rate for all parcels. A. If the resulting Special Taxes, together with funds on hand in the redemption fund,

foreclosure proceeds, property redemptions, reimbursements and any other lawfully available and committed funds, are insufficient to meet the Special Tax Requirement, then the procedure for levying back-up taxes, outlined above, will be utilized until the special Tax Requirement has been met or the maximum back-up taxes have been levied, whichever comes first.

B. If the resulting Special Taxes, together with funds on hand in the redemption fund,

foreclosure proceeds, property redemptions, reimbursements and any other lawfully available and committed funds, exceed the Special Tax Requirement, the Special Taxes will be lowered, until the total of such funds available just meet the Special Tax Requirement, in the following ways:

1. That property which is entitled to the most credit for past payments of the

backup tax will have its Special Tax lowered or credited until the amount by which its Special Tax is lowered or credited equals the amount by which its entitlement for credit of back-up tax exceeds the second largest entitlement. At this point the property will stand on an equal basis with that property which has the second largest entitlement to credit for back-up taxes paid.

2. The two properties will then have their Special Taxes lowered until they have

been credited with the amount by which their entitlement to credit for back-up taxes paid exceeds the third largest entitlement to such credit. Then these three parcels will be credited down to the level of the next-highest entitlement to credit, and so on. The intent is to give credits against the Special Taxes being levied for all back-up taxes previously paid (with interest), but if this is not possible, then to apply what credit is available to those properties which have accumulated the most entitlement to credit, bringing them down, insofar as possible, into an equality with those which have less accumulated entitlement.

3. If credits have been given for all back-up taxes previously paid (together with

interest), and the Special Taxes as set initially and as adjusted above still exceed, in the aggregate, the Special Tax Requirement, then the amount of that excess will be stated as a percentage of the total amount of Special Tax that could be raised for that Fiscal Year if all Property were taxed at its maximum rate, and the Special Tax on each parcel will be reduced by that same percentage of its maximum rate.

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Prepayment of Special Tax. The entire Special Tax obligation for a parcel of Property

may be prepaid, subject to the conditions set forth in the CFD 89-1 Rate and Method. See APPENDIX C-1.

CFD 99-1 Rate and Method

General. The Special Tax is levied and collected according to the rate and method of

apportionment of special taxes for CFD 99-1 (the “CFD 99-1 Rate and Method”). Capitalized terms used but not defined in this section have the meanings given them in

the CFD 99-1 Rate and Method. The full text of the CFD 99-1 Rate and Method is attached to the Official Statement as APPENDIX C-2.

Annual Special Tax Levy. The CFD 99-1 Rate and Method provides the means by

which the City annually levies the CFD 99-1 Special Taxes within CFD 99-1 up to the Maximum Special Tax.

The “Special Tax Requirement” for CFD 99-1 is defined as the amount necessary in

any Fiscal Year:

(i) to pay principal and interest on bonds issued on behalf of CFD 99-1, (ii) to create or replenish reserve funds, (iii) to cure any delinquencies in the payment of principal or interest on Bonds

which have occurred in the prior Fiscal Year or (based on delinquencies in the payment of Special Taxes which have already taken place) are expected to occur in the Fiscal Year in which the tax will be collected,

(iv) to pay administrative expenses of CFD 99-1, and (v) to pay construction expenses to be funded directly from Special Tax

proceeds. Assignment to Land Use Categories. For each Fiscal Year, all Taxable Property

within CFD 99-1 will be classified as either Developed Property or Undeveloped Property and will be subject to Special Taxes in accordance with the rate and method of apportionment described below. If a construction building permit has been issued for development of a structure on an Assessor’s Parcel in CFD 99-1, and additional structures are anticipated to be built on the Parcel as shown on the approved site plan for such Parcel, a portion of the Acreage of the Assessor's Parcel will be taxed as Undeveloped Property if building permits for all of the structures in the approved site plan for the Assessor’s Parcel were not issued as of July 1 of the Fiscal Year in which the Special Taxes are being levied. If the Acreage assigned to each building anticipated on the Assessor’s Parcel is not clearly delineated on a subdivision map, the Acreage of the portion of the Assessor’s Parcel to be taxed as Developed Property will be equal to the structure’s pro rata share of the total Square Footage anticipated on the Assessor's Parcel, as determined by the City, multiplied by the total Acreage of the Assessor's Parcel. The remaining Acreage within the Assessor's Parcel will be taxed as Undeveloped Property. Determination of the amount of Developed Property and Undeveloped Property on an Assessor's Parcel will be at the sole discretion of the City.

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Maximum Special Tax, Developed Property. The Fiscal Year 2013-14 Maximum

Special Tax for Developed Property in CFD 99-1 is $3,893.76 per Acre. On each July 1, the Maximum Special Tax for Developed Property for the Fiscal Year

commencing such July 1 is increased by 2% of the respective Maximum Special Tax in effect in the previous Fiscal Year.

Maximum Special Tax, Undeveloped Property. The Fiscal Year 2013-14 Maximum

Special Tax for Undeveloped Property is $4,152.48 per Acre. On each July 1, the Maximum Special Tax for Undeveloped Property for the Fiscal Year

commencing such July 1 is increased by 2% of the respective Maximum Special Tax in effect in the previous Fiscal Year.

Method of Apportionment. The Rate and Method provides that for each Fiscal Year,

the City Manager or his/her designee will determine the Special Tax Requirement to be collected from Taxable Property in CFD 99-1 in that Fiscal Year. The Special Tax will then be levied as follows:

First: The Special Tax will be levied Proportionately on each Assessor's Parcel of

Developed Property that is neither Owner Association Property nor Public Property up to 100% of the Maximum Special Tax for Developed Property.

Second: If additional monies are needed to satisfy the costs of the Special Tax

Requirement after the first step bas been applied, the Special Tax will be levied Proportionately on each Assessor’s Parcel of Undeveloped Property that is neither Owner Association Property nor Public Property up to 100% of the Maximum Special Tax for Undeveloped Property.

Third: If additional monies are needed to satisfy the costs of the Special Tax

Requirement after the first two steps have been completed, the Special Tax will be levied Proportionately on each Assessor’s Parcel of Owner Association Property, using the Maximum Special Tax rate for Undeveloped Property.

Fourth: If additional monies are needed to satisfy the costs of the Special Tax

Requirement after the first three steps have been completed, the Special Tax will be levied Proportionately on each Assessor's Parcel of Public Property that is Taxable Property, using the Maximum Special Tax rate for Undeveloped Property.

Prepayment of Special Tax. The Special Tax obligation applicable to each Assessor's

Parcel in CFD 99-1 may be prepaid, and the obligation of the Assessor's Parcel to pay the Special Tax permanently satisfied, subject to the conditions set forth in the CFD 99-1 Rate and Method. See APPENDIX C-2.

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SECURITY FOR THE REASSESSMENT BONDS This section provides summaries of the security for the Reassessment Bonds and

certain provisions of the Reassessment Bonds Fiscal Agent Agreement. See “APPENDIX A – Summary of Principal Legal Documents” for a more complete summary of the Reassessment Bonds Fiscal Agent Agreement. Capitalized terms used but not defined in this section have the meanings given in APPENDIX A.

General

Pledge of Reassessments and Moneys in Funds. The Reassessment Bonds will be secured by a first pledge (which will be effected in the manner and to the extent provided in the Reassessment Bonds Fiscal Agent Agreement) of all of the Reassessments and all moneys deposited in the Redemption Fund and the Reserve Fund. The Reassessments and all moneys deposited into such funds (except as otherwise provided in the Reassessment Bonds Fiscal Agent Agreement) are dedicated to the payment of the principal of, and interest on, the Reassessment Bonds as provided in the Reassessment Bonds Fiscal Agent Agreement and in the Reassessment Act until all of the Reassessment Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with the provisions of the Reassessment Bonds Fiscal Agent Agreement relating to discharge of such agreement.

The Reassessments were levied under proceedings taken by the City under the

Reassessment Act. See “THE REASSESSMENT DISTRICT.” The Reassessment Report for the Reassessment District is attached as APPENDIX D.

Limited Obligations. All obligations of the City under the Reassessment Bonds Fiscal

Agent Agreement and the Reassessment Bonds are not general obligations of the City, but are limited obligations, payable solely from the Reassessments and the funds pledged for the Reassessment Bonds under the Reassessment Bonds Fiscal Agent Agreement. Neither the faith and credit of the City nor of the State of California or any political subdivision thereof is pledged to the payment of the Reassessment Bonds.

The Reassessment Bonds are “Limited Obligation Refunding Improvement

Reassessment Bonds” and are payable solely from and secured solely by the Reassessments and the amounts in the Redemption Fund and the Reserve Fund created under the Reassessment Bonds Fiscal Agent Agreement. Notwithstanding any other provision of the Reassessment Bonds Fiscal Agent Agreement, the City is not obligated to advance available surplus funds from the City treasury to cure any deficiency in the Redemption Fund.

Priority of Lien

Each installment of the Reassessment and any interest and penalties on such Reassessments, constitutes a lien on the parcel of land on which it was imposed until paid. This lien is co-equal to and independent of the lien for general taxes, any other special assessment liens and the lien of any community facilities district special taxes. See “THE REASSESSMENT DISTRICT – Direct and Overlapping Governmental Obligations.”

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Reserve Fund for Reassessment Bonds Under the Reassessment Bonds Fiscal Agent Agreement, as further security for the

Reassessment Bonds, the City will deposit a portion of the proceeds of the Reassessment Bonds with the Reassessment Bonds Fiscal Agent, to be held by the Reassessment Bonds Fiscal Agent in the Reserve Fund established under the Reassessment Bonds Fiscal Agent Agreement in an amount equal to the Reserve Requirement for the Reassessment Bonds.

Under the Reassessment Bonds Fiscal Agent Agreement, the “Reserve Requirement”

for the Reassessment Bonds means, as of any date of calculation, 50% of Maximum Annual Debt Service on the Outstanding Bonds.

Moneys deposited in the Reserve Fund will be used and withdrawn by the

Reassessment Fiscal Agent solely for the purpose of making transfers to the Redemption Fund in the event of any deficiency at any time in the Redemption Fund of the amount then required for payment of the principal of, and interest on, the Reassessment Bonds or for the purpose of redeeming Bonds from the Redemption Fund.

See APPENDIX A for a further description of disbursements from the Reserve Fund and

the replenishment of the Reserve Fund.

Covenants of the City

In the Reassessment Bonds Fiscal Agent Agreement, the City covenants as follows, among other things:

Punctual Payment. It will punctually pay or cause to be paid the principal of, and

interest on, the Reassessment Bonds when and as due in strict conformity with the terms of the Reassessment Bonds Fiscal Agent Agreement and any Supplemental Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of the Reassessment Bonds Fiscal Agent Agreement and all Supplemental Agreements and of the Reassessment Bonds.

Against Encumbrance. It will not encumber, pledge or place any charge or lien upon

any of the Reassessments or other amounts pledged to the Reassessment Bonds superior to or on a parity with the pledge and lien created in the Reassessment Bonds Fiscal Agent Agreement for the benefit of the Reassessment Bonds, except as permitted by the Resolution of Issuance, the Reassessment Bonds Fiscal Agent Agreement or applicable law.

Collection of Reassessments. The City will comply with all requirements of the

Reassessment Bonds Fiscal Agent Agreement or applicable law to assure the timely collection of the Reassessments, including, without limitation, the enforcement of delinquent Reassessments. Any funds received by the City in and for the Reassessment District, including, but not limited to, collections of Reassessments upon the secured tax rolls, collections of delinquent Reassessments and penalties on such delinquent Reassessments, through foreclosure proceedings and the prepayment of Reassessments or portions thereof, will be immediately transmitted directly to the Fiscal Agent, without deduction, to be deposited into the funds and accounts specified below. To that end, the following will apply:

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(i) The Reassessments, as set forth on the List of Unpaid Reassessments on file with the Finance Director, together with the interest on the Reassessments, will be payable in annual series corresponding in number to the number of serial maturities of the Reassessment Bonds issued.

An annual proportion of each Reassessment will be payable in each year preceding the

date of maturity of each of the several series of Reassessment Bonds issued sufficient to pay the Reassessment Bonds when due and such proportion of each Reassessment coming due in any year, together with the annual interest thereon, will be payable in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interests after delinquency as do the general taxes on real property.

All sums received from the collection of the Reassessments and of the interest and

penalties on such Reassessments will be placed in the Redemption Fund. In addition, all sums received by the City with respect to the assessments levied in connection with the Prior Reassessment Bonds, including any penalties and delinquencies, will be placed in the Redemption Fund. Any prepayments of Reassessments will be placed in the Prepayment Account established under and administered in accordance with the Reassessment Bonds Fiscal Agent Agreement.

(ii) The Finance Director will, before the final date on which the Auditor will accept

the transmission of the Reassessments for the parcels within the Reassessment District for inclusion on the next tax roll, prepare or cause to be prepared, and will transmit to the Auditor, such data as the Auditor requires to include the installments of the Reassessments on the next secured tax roll of the County. The Finance Director is authorized to employ consultants to assist in computing the installments of the Reassessments under the Reassessment Bonds Fiscal Agent Agreement and in reconciling Reassessments billed to amounts received as provided in paragraph (iii) below.

(iii) The Reassessments will be payable and be collected in the same manner and at

the same time and in the same installments as the general taxes on real property are payable, and have the same priority, become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. In addition to any amounts authorized pursuant to the Bond Law to be included with the annual amounts of installments as aforesaid, the City, pursuant to section 8682.1 of the Bond Law, may cause to be entered on the assessment roll on which taxes will next become due, opposite each lot or parcel of land within the Reassessment District in the manner set forth in said section 8682, each lot’s pro rata share of the estimated annual expenses of the City in connection with the administrative duties thereof for the Reassessment Bonds, including, but not limited to, the costs of registration, authentication, transfer and compliance with the covenants of the Reassessment Bonds Fiscal Agent Agreement, which amounts will be used to defray the costs of the City in complying with the provisions of the Reassessment Bonds Fiscal Agent Agreement. Delinquent Reassessments will be subject to foreclosure as described below.

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Commence Foreclosure Proceedings. The City covenants with and for the benefit of the Owners of the Reassessment Bonds that it will order, and cause to be commenced, and thereafter diligently prosecute an action in the superior court to foreclose the lien of any Reassessment or installment thereof which has been billed, but has not been paid. The Finance Director will notify the City Attorney of any such delinquency of which the Finance Director is aware, and the City Attorney will commence, or cause to be commenced, such foreclosure proceedings, including collection actions preparatory to the filing of any complaint. The City Attorney is authorized to employ counsel to conduct any such foreclosure proceedings.

On or about January 30 and June 30 of each Fiscal Year, the Finance Director will

compare the amount of Reassessments installments theretofore levied in the Reassessment District to the amount of Reassessments installments theretofore received by the City, and:

(i) Individual Delinquencies. If the Finance Director determines that any

single parcel is delinquent in the payment of Reassessment installments in the aggregate amount of $3,000 or more, then the Finance Director will send or cause to be sent a notice of delinquency (and a demand for immediate payment thereof) to the property owner within 60 days of such determination, and (if the delinquency remains uncured) foreclosure proceedings will be commenced by the City within 120 days of such determination.

(ii) Aggregate Delinquencies. If the Finance Director determines that (i) the

total amount of delinquent Reassessment for the prior Fiscal Year for the entire Reassessment District (including the total of delinquencies under paragraph (i) above), exceeds 5% of the total Reassessment installments due and payable for the prior Fiscal Year, or (ii) there are 10 or fewer owners of real property within the Reassessment District, determined by reference to the latest available secured property tax roll of the County, the City will notify or cause to be notified property owners who are then delinquent in the payment of Reassessments (and demand immediate payment of the delinquency) within 60 days of such determination, and will commence foreclosure proceedings within 120 days of such determination against each parcel of land in the Reassessment District with a Reassessment delinquency.

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THE DISTRICTS IN THE AGGREGATE

Introduction

This section presents certain information describing CFD 89-1, CFD 99-1 and the Reassessment District (each a “District”) on a combined basis for informational purposes. However, the Bonds are secured by three distinct revenue streams: debt service on the CFD 89-1 Bonds, debt service on the CFD 99-1 Bonds and debt service on the Reassessment Bonds. See “SECURITY FOR THE BONDS.”

No Cross-Collateralization Among Districts. None of the Acquired Obligations

secures the payment of debt service on any other Acquired Obligation, or is available to make up any shortfall in funds to pay debt service on any other Acquired Obligations: the CFD 89-1 Special Taxes are available only to pay debt service on the CFD 89-1 Bonds, the CFD 99-1 Special Taxes are available only to pay debt service on the CFD 99-1 Bonds, and the Reassessments are available only to pay debt service on the Reassessment Bonds. See “SECURITY FOR THE CFD BONDS” and “SECURITY FOR THE REASSESSMENT BONDS.”

Separate Methods for the Calculation, Levy and Collection of Special Taxes and

Assessments. The parcels in each District are taxed or assessed according to that District's specific Rate and Method or the Reassessment Act, as applicable.

Assessed Value-to-Debt Ratios. Special taxes and reassessments are levied against

individual parcels within each District, and any individual parcel may have an assessed value-to-debt ratio less than the overall assessed value-to-debt ratio for that District or for all of the Districts in the aggregate. In particular, an individual parcel of undeveloped land may have an assessed value-to-debt ratio of less than 1 to 1.

Varying Maturity Dates of the Acquired Obligations

The Acquired Obligations mature on different dates, and have different debt service

profiles. Consequently, the source of security for debt service on the Bonds, and the concentration of the revenues derived from the different Districts, will change over time as the Bonds mature. Starting after Fiscal Year 2019-20, the Bonds will be secured only by the Revenues to be derived from the CFD 99-1 Bonds and the Reassessment Bonds, and for Fiscal Years 2022-23 and 2023-24, the Bonds will be secured only by the Revenues to be derived from the CFD 99-1 Bonds. See “THE BONDS – Estimated Debt Service Schedules.”

For a description of the debt service coverage ratio for each Acquired Obligation, see

“THE BONDS – Debt Service Coverage on the CFD Bonds and the Reassessment Bonds.”

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The table below summarizes the maturity dates of the Acquired Obligations and the principal amount of each Acquired Obligation.

Table 1

TRACY PUBLIC FINANCING AUTHORITY CFD 89-1, CFD 99-1 and the Reassessment District

Summary of the Acquired Obligations

District

Maturity

Date

Principal Amount

CFD 89-1 9/2/2020 $5,730,000 CFD 99-1 9/2/2024 5,425,000 Reassessment District 9/2/2022 6,060,000 Total $17,215,000

Source: Willdan Financial Services

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Summary Information on Parcels Within Each District The table below shows a comparison between CFD 89-1, CFD 99-1 and the

Reassessment District with regard to development status, the number of parcels and acres, assessed values, and share of the CFD 89-1 Bonds, the CFD 99-1 Bonds and the Reassessment Bonds, based on the City’s compilation of Fiscal Year 2013-14 County Assessor’s data and the burden of the CFD 89-1 Bonds, the CFD 99-1 Bonds and the Reassessment Bonds.

“Developed property” represents parcels with assessed valuations for both land and

improvements. Parcels included in the "undeveloped property" category are parcels with an assessed valuation for land only.

Additional information on property ownership, current land uses, assessed values and

assessed value-to-burden ratios for each District follows in subsequent sections of this Official Statement.

Table 2

TRACY PUBLIC FINANCING AUTHORITY CFD 89-1, CFD 99-1 and the Reassessment District

Summary of Parcels in Each District (Fiscal Year 2013-14)

District Land Use No. of

Parcels Acres

FY 2013-14 Assessed

Value % of Total by District

CFD Bond Amount/

Reassessment Bond Amount

% of Total by District

Overall % of Total

Bonds by District [1]

CFD 89-1 Developed 55 321.80 $199,759,416 95.03% $5,040,571 87.97% 28.24%

Undeveloped 8 45.32 10,451,263 4.97 689,429 12.03 3.86

Subtotal

63 367.12 $210,210,679 100.00% $5,730,000 100.00%

CFD 99-1 Developed 11 170.19 $108,433,245 92.25% $3,469,736 63.96% 19.97

Undeveloped 9 89.93 9,111,795 7.75 1,955,264 36.04 11.25

Subtotal

20 260.12 $117,545,040 100.00% $5,425,000 100.00%

Reassessment District Developed 1,034 N/A $290,213,033 98.87% $5,772,469 95.26% 34.93

Undeveloped 3 N/A 3,317,431 1.13 287,531 4.74 1.74

Subtotal

1,037 N/A $293,530,464 100.00% $6,060,000 100.00%

TOTAL 1,120 $621,286,183 $17,215,000 100.00% [1] For informational purposes only; there is no cross-collateralization among the Districts. See “INTRODUCTION – No Cross-

Collateralization Among Districts” above. Source: Willdan Financial Services.

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Land Ownership in the Districts on an Aggregate Basis

The largest property owner within CFD 89-1 represents approximately 23.22% of the CFD 89-1 Special Taxes, the largest property owner within CFD 99-1 represents approximately 42.02% of the CFD 99-1 Special Taxes, and the largest property owner within the Reassessment District represents approximately 3.67% of the Reassessments. See “CFD 89-1,” “CFD 99-1” and “THE REASSESSMENT DISTRICT” below.

As noted above, the Acquired Obligations mature at different times and, as a result, the

aggregate significance of the various Districts and the relative concentration of the property owners in the Districts will change over time. See “– Varying Maturity Dates of the Acquired Obligations” above and “RISK FACTORS” below.

Assessed Property Values and Assessed Value-to-Burden Ratios on an Aggregate Basis

Assessed Value. Article XIIIA of the California Constitution (Proposition 13) defines “full cash value” to mean “the county assessor's valuation of real property as shown on the 1975-76 bill under 'full cash value', or, thereafter, the appraised value of real property when purchased or newly constructed or when a change in ownership has occurred after the 1975 assessment,” subject to exemptions in certain circumstances of property transfer or reconstruction. The “full cash value” is subject to annual adjustment to reflect increases, not to exceed 2 percent for any year, or decreases in the consumer price index or comparable local data, or to reflect reductions in property value caused by damage, destruction or other factors.

Because of the general limitation to 2% per year in increases in full cash value of

properties which remain in the same ownership, the county tax roll does not reflect values uniformly proportional to actual market values.

No assurance can be given that any bids will be received upon the foreclosure sale of a

parcel with delinquent installments, or if a bid is received, that such bid will be sufficient to pay the delinquent installments.

No Appraisal. The Authority has not obtained an appraisal to estimate the current

market value of the parcels within the Districts. Therefore, all estimates of value used in this Official Statement are based solely on the fiscal year 2013-14 assessed values provided by the County Assessor.

The current market value of the parcels within the Districts may be less than the County

Assessor’s values shown in this Official Statement.

40

Assessed Value-to-Burden Ratios. The following table sets forth the estimated assessed value-to-burden ratios for each District, and in the aggregate, based upon fiscal year 2014-15 assessed values and the principal amounts of the CFD Bonds and the Reassessment Bonds. See “THE CFD” and “THE REASSESSMENT DISTRICT” below for further information regarding assessed value-to-burden ratios for each District.

Table 3

TRACY PUBLIC FINANCING AUTHORITY CFD 89-1, CFD 99-1 and the Reassessment District

Assessed Value-to-Burden Ratios

District

CFD Bond Amount/ Reassessment Bonds

Amount

Overall % of Total Bonds by

District [1]

Fiscal Year 2013-14

Assessed Value

Assessed Value-to-Burden

Ratio CFD 89-1 Developed $5,040,571 28.24% $199,759,416 39.63:1 Undeveloped 689,429 3.86 10,451,263 15.16:1 Subtotal $5,730,000 $210,210,679 36.69:1 CFD 99-1 Developed $3,469,736 19.97 $108,433,245 31.25:1 Undeveloped 1,955,264 11.25 9,111,795 4.66:1 Subtotal $5,425,000 $117,545,040 21.67:1 Reassessment District Developed $5,772,469 34.93 $290,213,033 50.28:1 Undeveloped 287,531 1.74 3,317,431 11.54:1

Subtotal $6,060,000

100.0% $293,530,464 48.44:1 [1] For informational purposes only; there is no cross-collateralization among the Districts. See “INTRODUCTION –

No Cross-Collateralization Among Districts” above. Source: Willdan Financial Services.

Delinquencies

Delinquency Rates. The delinquency rates in the payment of Special Taxes within CFD 89-1 was 0.10% for fiscal year 2012-13, the delinquency rate in the payment of Special Taxes within CFD 99-1 was 0.00% for fiscal year 2012-13, and the delinquency rate in the payment of Assessments within the Prior Assessment Districts (combined) in fiscal year 2012-13 was 0.20%. See “CFD 89-1,” “CFD 99-1” and “THE REASSESSMENT DISTRICT” below.

Teeter Plan. In 1949, the California Legislature enacted an alternative method for the

distribution of property taxes to local agencies. This method, known as the “Teeter Plan,” is found in Sections 4701-4717 of the California Revenue and Taxation Code. Upon adoption and implementation of this method by a county board of supervisors, local agencies for which the county collects property taxes and certain other public agencies and taxing areas located in the county receive annually the full amount of their shares of property taxes and other levies collected on the secured roll, including delinquent property taxes which have yet to be collected. While the county bears the risk of loss on unpaid delinquent taxes, it retains the penalties associated with delinquent taxes when they are paid. In turn, the Teeter Plan provides participating local agencies with stable cash flow and the elimination of collection risk.

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Once adopted, a county’s Teeter Plan will remain in effect in perpetuity unless the board of supervisors orders its discontinuance or unless, prior to the commencement of a Fiscal Year, a petition for discontinuance is received and joined in by resolutions of the governing bodies of not less than two-thirds of the participating districts in the county. An electing county may, however, decide to discontinue the Teeter Plan with respect to any levying agency in the county if the board of supervisors, by action taken not later than July 15 of a Fiscal Year, elects to discontinue the procedure with respect to such levying agency and the rate of secured tax delinquencies in that agency in any year exceeds 3% of the total of all taxes levied on the secured roll by that agency.

Under the Teeter Plan, a county must initially provide a participating local agency with

95% of the estimated amount of the then-accumulated tax delinquencies (excluding penalties) for that agency. After the initial distribution, each participating local agency receives annually 100% of the secured property tax levies to which it is otherwise entitled, regardless of whether the county has actually collected the levies.

If any tax or assessment which was distributed to a Teeter Plan participant is

subsequently changed by correction, cancellation or refund, a pro rata adjustment for the amount of the change is made on the records of the treasurer and auditor of the county. Such adjustment for a decrease in the tax or assessment is treated by the county as an interest-free offset against future advances of tax levies under the Teeter Plan.

The Board of Supervisors of the County adopted the Teeter Plan in 1994-95. The

County has elected to apply its Teeter Plan to the collection of the CFD 89-1 Special Taxes, the CFD 99-1 Special Taxes and the Reassessments. To the extent that the County’s Teeter Plan continues in existence and is carried out as adopted, and continues to apply to CFD 89-1, CFD 99-1 and the Reassessment District, the County’s Teeter Plan may help protect owners of the Bonds from the risk of delinquencies in the payment of Special Tax. However, there have been recent proposals to modify the County’s Teeter Plan, and there can be no assurance that the County will not modify or eliminate its Teeter Plan, or choose to remove CFD 89-1, CFD 99-1 or the Reassessment District from its Teeter Plan, while the Bonds are outstanding.

Overlapping Liens

Numerous agencies providing public services overlap the Districts' respective boundaries. Many of these agencies may have outstanding certificates of participation and bonds in the form of general obligation, special assessment, special tax, redevelopment or lease revenue bonds. In general, certificates of participation and redevelopment and lease revenue bonds do not represent obligations for which a property owner is obligated to make a direct payment. However, special tax, assessment and general obligation bonds represent a direct obligation of the subject property.

See “CFD 89-1,” “CFD 99-1” and “THE REASSESSMENT DISTRICT” below for

information regarding overlapping liens affecting the property in each respective District.

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CFD 89-1

Location and Description CFD 89-1 is a community facilities district established by the City in 1989 under the

Mello-Roos Act in order to finance certain public facilities to facilitate development. See “FINANCING PLAN – Refunding Plan for CFD 89-1 Bonds” for information on the bonds previously issued with respect to CFD 89-1.

CFD 89-1 is currently classified as commercial and industrial property and is generally

located in the northeast industrial area of the City, bordering MacArthur Drive interchange to interstate I-205, and consists of 471 gross acres.

A map of the boundaries of CFD 89-1 is on the following page. The Rate and Method for CFD 89-1 is attached as APPENDIX C-1. For background, demographic and economic information regarding the City and the

County, see APPENDIX B.

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44

Land Use Distribution

Taxable Property. The following table shows the distribution of land uses of Taxable Property within CFD 89-1.

Table 4 CFD 89-1

Distribution of Land Uses (Taxable Property)

Land Uses No. of Parcels CFD Bond Amount

2013-14 Assessed Valuation

Commercial/Industrial 63 $5,730,000 $210,210,679 Source: Willdan Financial Services

Assessed Property Values

No Appraisal of Property. The City has not commissioned an appraisal of the taxable

property in CFD 89-1 in connection with the issuance of the Bonds. Therefore, the valuation of the taxable property in CFD 89-1 will be estimated for the purposes of the Mello-Roos Act, and set forth in this Official Statement, based on the County Assessor’s values. The current market value of the parcels within CFD 89-1 may be less than the County Assessor’s values shown in this Official Statement.

Assessed Valuation. Assessed valuations of real property established by the County Assessor are reported at 100% of the full value of the property, as defined in Article XIIIA of the California Constitution, which defines “full cash value” as the appraised value as of March 1, 1975, plus adjustments not to exceed 2% per year to reflect inflation, and requires assessment of “full cash value” upon change of ownership or new construction.

Accordingly, the gross assessed valuation presented in this Official Statement may not

necessarily be representative of the actual market value of certain property in CFD 89-1.

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Historical Assessed Values. The table below shows a five-year history of assessed valuations of the Taxable Property in CFD 89-1.

Table 5

CFD 89-1 Assessed Valuation History

Fiscal Years 2009-10 through 2013-14 (Taxable Property)

Fiscal Year

No. of Industrial Parcels

Assessed Value

% of Change

No. Undeveloped Parcels

Undeveloped Assessed Value

% of Change

2009-10 64 $256,722,541 N/A 8 $8,797,484 0.00% 2010-11 64 246,155,451 -4.12% 8 8,777,719 -0.22 2011-12 64 245,771,601 -0.16 8 8,843,776 0.75 2012-13 64 242,049,796 -1.51 8 9,020,609 2.00 2013-14 63 210,210,679 -13.15 8 10,451,263 15.86

Source: Willdan Financial Services

Assessed Value-to-Burden Ratio

General Information Regarding Assessed Value-to-Burden Ratios. In comparing the

aggregate assessed value of the real property within CFD 89-1 and the principal amount of the CFD 89-1 Bonds, it should be noted that an individual parcel may only be foreclosed upon to pay delinquent installments of the CFD 89-1 Special Taxes attributable to that parcel. The principal amount of the CFD 89-1 Bonds is not allocated pro-rata among the parcels within CFD 89-1; rather, the total CFD 89-1 Special Taxes have been allocated among the parcels within CFD 89-1 according to the Rate and Method. The “assessed value-to-burden ratio” measures the burden of CFD 89-1 Special Taxes borne by each property in CFD 89-1 relative to the burden borne by other properties in CFD 89-1.

The value-to-burden ratio on bonds secured by special taxes will generally vary over the

life of those bonds as a result of changes in the value of the property that is security for the special taxes and the principal amount of the bonds.

Economic and other factors beyond the property owners’ control, such as economic

recession, deflation of land values, financial difficulty or bankruptcy by one or more property owners, or the complete or partial destruction of Taxable Property caused by, among other possible events, earthquake, flood, fire or other natural disaster, could cause a reduction in the assessed value within CFD 89-1. See “RISK FACTORS.”

46

Aggregate Assessed Value-to-Burden Ratio. The aggregate value-to-burden ratio of Taxable Property in CFD 89-1 for fiscal year 2013-14 is as follows:

Table 6 CFD 89-1

Aggregate Assessed Value-to-Debt Burden Ratios Fiscal Year 2013-14 (Taxable Property)

Development Status CFD Bond

Amount Assessed

Value

Assessed Value-to-

Burden Ratio Developed $5,040,571 $199,759,416 39.63:1

Undeveloped 689,429 10,451,263 15.16:1 Totals: $5,730,000 $210,210,679 36.69:1

Source: Willdan Financial Services

Assessed Value-to-Burden Ratio Distributions. Taxable Property. The following table sets forth the distribution of assessed value-to-

burden ratios among parcels of Taxable Property based on fiscal year 2013-14 assessed values and the burden of the CFD 89-1 Bonds.

Table 7

CFD 89-1 Distribution of Assessed Value-to-Debt Burden Ratios

Fiscal Year 2013-14 (All Taxable Property)

Assessed Value-to- Burden Category

Parcel Count

Fiscal Year 2013-14

Assessed Value

% of Total Value

Share of CFD Bonds

% of Total Burden

30:1 or Greater 49 $164,044,484 78.04% $3,077,275 53.71% 25:1 to 29.99:1 4 11,684,806 5.55 425,027 7.41 20:1 to 24.99:1 2 5,084,053 2.42 216,569 3.78 10:1 to 19.99:1 5 27,301,413 12.99 1,738,833 30.35 5:1 to 9.99:1 3 2,095,923 1.00% 272,296 4.75 Total 63 $210,210,679 100.00% $5,730,000 100.00%

Source: Willdan Financial Services

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Developed Property. The following table sets forth the distribution of assessed value-to-burden ratios among parcels only of Developed Property based on Fiscal Year 2013-14 assessed values and the burden of the CFD 89-1 Bonds.

Table 8

CFD 89-1 Distribution of Assessed Value-to-Debt Burden Ratios

Fiscal Year 2013-14 (Developed Property)

Assessed Value to Burden Category

Parcel Count

Fiscal Year 2013-14

Assessed Value

% of Total Value

Share of CFD Bonds

% of Total Burden

30:1 or Greater 49 $164,044,484 78.04% $3,077,276 53.70% 25:1 to 29.99:1 2 10,966,618 5.22 397,388 6.94

20:1 to 24.99:1 0 0 0.00 0 0.00

10:1 to 19.99:1 3 23,572,000 11.21 1,408,598 24.58 5:1 to 9.99:1 1 1,176,314 0.56 157,310 2.75

Total 55 $199,759,416 95.03% $5,040,571 87.97% Source: Willdan Financial Services.

48

Major Land Owners The following table lists the major payers of Special Taxes in CFD 89-1 with respect to

Taxable Property for fiscal year 2013-14, based on the projected Special Tax levy and fiscal year 2013-14 assessed values.

Table 9

CFD 89-1 Summary of Major Taxpayers

Fiscal Year 2013-14

Name No. of

Parcels Development

Status

Actual FY 2013-14 Special Taxes Levied

% of FY 2013-14 Special Taxes

Assessed Land

Assessed Structure

Assessed Total

YRC Inc. 2 Developed $230,428 23.22% $9,921,000 $12,733,000 $22,654,000

Patterson, Gary L. et al 5 Developed/

Undeveloped 120,925 12.18 7,853,091 6,200,000 14,053,091

Central Valley Ltd Liability Co. 4 Developed/

Undeveloped 96,071 9.68 5,815,791 22,330,914 28,146,705

LBA PPF Industrial Macarthur 2 Developed/

Undeveloped 95,401 9.61 4,437,000 16,320,000 20,757,000 Central Valley Limited Liability 2 Developed 82,087 8.27 6,342,999 18,735,856 25,078,855 McLane Foodservice Inc. 2 Developed 74,158 7.47 2,954,368 7,161,946 10,116,314 Sub-Total 17 $699,070 70.43 $37,324,249 $83,481,716 $120,805,965

Individual Property Owners 46 Developed/

Undeveloped $293,488 29.57 27,666,988 61,737,726 89,404,714 Total 63

$992,558 100.00% $64,991,237 $145,219,442 $210,210,679

Source: Willdan Financial Services

Largest Landowners. The following information refers to several of the largest taxpayers in CFD 89-1:

YRC Inc. owns APNs 213-060-20 and 213-060-26, totaling 75.90 acres. The

property currently houses YRC Freight, a third party logistics company that offers direct LTL (less than load) delivery service to every point in the United States.

Patterson, Gary L. et al. Gary Patterson (KLP Properties) and Rick Cordes (Cordes Commercial) own APNs 213-060-37, 213-060-38, 213-060-39, 213-060-40 and 213-060-43, totaling 41.17 acres. Most of the properties remain vacant, except for parcel 40 which contains a building currently being operated (by the property owners) as the Tracy Outlet Center.

Central Valley Ltd Liability Co. owns APNs 250-260-11, 250-70-13, 250-70-14, and 250-70-26, totaling 42.577 acres. Parcels 250-260-11 and 250-270-14 contain buildings currently leased by Jacobson Warehouse and Packaging, a third party distributor for Gatorade, Pepsi and Quaker Oats. Parcel 250-270-26 contains a building currently leased by Orchard Supply Warehouse. Parcel 250-270-13 is vacant.

49

LBA PPF Industrial Macarthur owns APNs 213-070-61 and 213-070-63. Parcel 213-070-61 contains a building currently leased by Orchard Supply Warehouse and parcel 213-070-63 is vacant.

Delinquencies Levy and Collection History. The following table is a summary of Special Tax levies,

collections and delinquency rates on Taxable Property in CFD 89-1 for the last five fiscal years based on amounts levied and outstanding delinquencies as of June 30 of each year and as of February 4, 2014.

Table 10 CFD 89-1

Special Tax Collections and Delinquencies Fiscal Years 2009-10 through 2013-14

(Taxable Property)

As of Fiscal Year End As of February 4, 2014

Fiscal year Amount Levied

Total Number

of Parcels Subject to Levy

Amount Collected

Amount Delinquent

Number of Delinquent

Parcels Percent

Delinquent

Remaining Amount

Delinquent

Remaining Parcels

Delinquent

Remaining Percent

Delinquent 2009-10 $1,299,694 64 $1,294,163 $5,531 3 0.43% $0 0 0.00% 2010-11 1,282,522 64 1,277,129 5,393 3 0.42 4,881 2 0.38 2011-12 1,308,813 64 1,304,569 4,244 2 0.32 3,725 1 0.28 2012-13 1,300,812 63 1,299,547 1,265 1 0.10 1,265 1 0.10 2013-14 1,280,903 63 N/A N/A N/A N/A 656 1 0.05

Source: Willdan Financial Services

Enforcement Actions. The City has not taken actions to enforce delinquent Special

Taxes within CFD 89-1 in the past due to the low delinquency rates, and to date, the City has not filed any Superior Court actions for foreclosure of delinquent CFD 89-1 Special Tax liens. The CFD 89-1 Special Taxes are covered by the County’s Teeter Plan. See “THE DISTRICTS IN THE AGGREGATE – Teeter Plan.”

50

Direct and Overlapping Governmental Obligations Effective Tax Rates. Property in CFD 89-1 is subject to annual charges and

assessments (which are billed to property owners on a semi-annual basis). The following table sets forth the total effective tax rate for a typical parcel of Developed Property in CFD 89-1 based on fiscal year 2013-14 tax rates.

Table 11 CFD 89-1

Effective Property Tax Rate on Typical Parcel 2013-14

ASSESSED VALUATION AND PROPERTY TAXES Special Tax Class

I-1 Special Tax Class

I-2 Assessed Value [1] $1,176,314.00 $485,000.00 Homeowner’s Exemption $0.00 $0.00 Net Assessed Value [2] $1,176,314.00 $485,000.00 AD VALOREM PROPERTY TAXES [3] General Purpose 11,763.14 4,850.00 Ad Valorem Tax Overrides SJ Delta College Bond 2004 212.92 87.78 SJ Delta College Bond 2004B 15.30 6.30 Tracy-Lammersville SD Bond 2006 74.10 30.56 Tracy-Lammersville SD Bond 2006B 116.46 48.02 Tracy-Lammersville SD Bond 2006C 99.98 41.22 Tracy SFID 3 Bond 2008 [4] 104.70 43.16 Tracy SFID 3 Bond 2011A [4] 163.50 67.42 Total Ad Valorem Property Taxes 786.96 324.46 ASSESSMENTS, SPECIAL TAXES AND PARCEL CHARGES [5] South Delta Water Agency 55.94 3.16 Tracy Rural Fire [6] 0.00 0.00 Water Investigation District 34.30 4.70 SJC Mosquito Abatement 93.98 5.32 SJC Mosquito & Vector Control-Benefit Assessment 5.00 7.94 CSA No. 53 - Hazardous Waste 0.00 0.00 Tracy CFD 89-1 [7] 35,165.54 1,245.58 Tracy Consolidated Landscape [8] 2,887.06 163.18 Total Assessments, Special Taxes And Parcel Charges 38,241.82 1,429.88 PROJECTED TOTAL PROPERTY TAXES $50,791.92 $6,604.34 Projected Total Effective Tax Rate (as % of Assessed Value) 4.32% 1.36%

[1] Represents the average assessed value for a single-family detached home. [2] Assessed value reflects estimated total assessed value for the parcel net of homeowner's exemption. [3] Based on Fiscal Year 2013-14 ad valorem property taxes. Source: San Joaquin County Auditor Controller's Office. [4] Represents general obligation bonds issued by the Tracy Joint Unified School District for its School Facilities Improvement

District No. 3. [5] Based on Fiscal Year 2013-14 assessments and special taxes. Source: San Joaquin County Auditor Controller's Office. [6] Rates vary based on the building square footage. [7] Represents the lien of the Special Taxes. [8] Rates vary based on Zone. Source: San Joaquin County Auditor Controller's Office, as compiled by Willdan Financial Services.

51

Overlapping Public Debt. Contained within the boundaries of CFD 89-1 are certain

overlapping local agencies providing public services and assessing property taxes, assessments, special taxes and other charges on the property in CFD 89-1. Many of these local agencies have outstanding debt.

The current and estimated direct and overlapping obligations affecting the property in

CFD 89-1 are shown in the following table. The table was prepared by California Municipal Statistics, Inc., and is included for general information purposes only. The City has not reviewed this report for completeness or accuracy and makes no representation in connection therewith.

Table 12 CFD 89-1

Direct and Overlapping Bonded Debt As of March 1, 2014

CITY OF TRACY COMMUNITY FACILITIES DISTRICT NO. 89-1 2013-14 Assessed Valuation: $210,210,679 (Land & Improvements) DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 3/1/14 San Joaquin Delta Community College District General Obligation Bonds 0.356% $ 420,254 Tracy Unified School District General Obligation Bonds 1.785 813,721 Tracy Unified School District SFID No. 3 General Obligation Bonds 3.091 1,004,180 Banta School District General Obligation Bonds 0.659 4,313 City of Tracy Community Facilities District No. 89-1 100. 7,280,000 (1) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $9,522,468 OVERLAPPING GENERAL FUND DEBT: San Joaquin County General Fund Obligations 0.392% $ 628,045 City of Tracy General Fund Obligations 2.859 657,544 TOTAL OVERLAPPING GENERAL FUND DEBT $1,285,589 COMBINED TOTAL DEBT $10,808,057 (2) (1) Excludes refunding issue to be sold. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded

capital lease obligations. Ratios to 2013-14 Assessed Valuation: Direct Debt ($7,280,000) ...................................................... 3.46% Total Direct and Overlapping Tax and Assessment Debt ....... 4.53% Combined Total Debt .............................................................. 5.14% Source: California Municipal Statistics.

52

Projected Debt Service Coverage Coverage Provided by All Taxable Property. If the County were to levy the maximum

Special Tax on all of the Taxable Property in CFD 89-1 for Fiscal Year 2014-15 and there were 0% Special Tax delinquencies, the resulting Special Tax revenues (net of Administrative Expenses) would be $1,744,627 and would provide 172% coverage on maximum annual debt service on the CFD 89-1 Bonds.

53

CFD 99-1

Location and Description CFD 99-1 is a community facilities district established by the City in 1999 under the

Mello-Roos Act in order to finance certain public facilities to facilitate development. See “FINANCING PLAN – Refunding Plan for CFD 99-1 Bonds” for information on the bonds previously issued with respect to CFD 99-1.

CFD 99-1 consists of approximately 274 acres zoned for light industrial use, and is

bounded by the San Joaquin/Alameda County boundary in the west, Old River to the north, the Union Pacific Railroad and Chrisman Road to the east and a line extending west from the intersection of State Highway 132 and Interstate 580 to the Alameda County boundary on the south.

A map of the boundaries of CFD 99-1 is on the following page. The Rate and Method for CFD 99-1 is attached as APPENDIX C-1. For background, demographic and economic information regarding the City and the

County, see APPENDIX B.

NORTHEAST INDUSTRIAL

INF , ...

LEGEND

~ "' <[

u d lt

GRANT LINC RD.

STR(E:T

C.l'.O. 99-1 (NORTH(AST INDUSTRIAL AREA) DISTRICT BOUNOAIIY ASSESSOR'S PARCEL NO. ASSESSOR'S PARCEL UN£ PARCEL NOT IN OISTRICf

APN 21l-070-4l

NJ.0.

I

ci "'

PROPOSED BOUtlWIIES OF art OF lRAC'I COliM~~~ 99-1

C0UN1'V CF SAN JQ\QlJIN STAlE OF CMJf'ORNIA

PREPARED BY HARRIS & ASSOCIATES OCTOBER 1999

ATTACHMENT A SH[CT 2 Of 2

55

Land Use Distribution

Taxable Property. The following table shows the distribution of land uses of Taxable Property within CFD 99-1.

Table 13 CFD 99-1

Distribution of Land Uses (Taxable Property)

Land Uses No. of

Parcels % of Total CFD Bond

Amount % of Total 2013-14

Assessed Valuation Developed 11 63.96% $3,469,736 92.25% $108,433,245 Undeveloped 9 36.04 1,955,264 7.75 9,111,795

Total 20 100.00% $5,425,000 100.00% $117,545,040 Source: Willdan Financial Services.

Assessed Property Values

No Appraisal of Property. The City has not commissioned an appraisal of the taxable

property in CFD 99-1 in connection with the issuance of the Bonds. Therefore, the valuation of the taxable property in CFD 99-1 will be estimated for the purposes of the Mello-Roos Act, and set forth in this Official Statement, based on the County Assessor’s values. The current market value of the parcels within CFD 99-1 may be less than the County Assessor’s values shown in this Official Statement.

Assessed Valuation. Assessed valuations of real property established by the County Assessor are reported at 100% of the full value of the property, as defined in Article XIIIA of the California Constitution, which defines “full cash value” as the appraised value as of March 1, 1975, plus adjustments not to exceed 2% per year to reflect inflation, and requires assessment of “full cash value” upon change of ownership or new construction.

Accordingly, the gross assessed valuation presented in this Official Statement may not

necessarily be representative of the actual market value of certain property in CFD 99-1.

56

Historical Assessed Values. The table below shows a five-year history of assessed valuations of the Taxable Property in CFD 99-1.

Table 14 CFD 99-1

Assessed Valuation History Fiscal Years 2009-10 through 2013-14

(Taxable Property)

Fiscal Year

No. of Developed

Parcels Developed

Assessed Value % Change

No. of Undeveloped

Parcels Undeveloped

Assessed Value % Change 2009-10 7 $106,311,651 -- 9 $7,881,208 2010-11 7 106,059,304 -0.24% 9 7,297,261 -7.41% 2011-12 11 96,114,854 -9.38 9 9,219,881 26.35 2012-13 11 103,791,245 7.99 9 9,363,148 1.55 2013-14 11 108,433,245 4.47 9 9,111,795 -2.68 Source: Willdan Financial Services.

Assessed Value-to-Burden Ratio

General Information Regarding Assessed Value-to-Burden Ratios. In comparing the

aggregate assessed value of the real property within CFD 99-1 and the principal amount of the CFD 99-1 Bonds, it should be noted that an individual parcel may only be foreclosed upon to pay delinquent installments of the CFD 99-1 Special Taxes attributable to that parcel. The principal amount of the CFD 99-1 Bonds is not allocated pro-rata among the parcels within CFD 99-1; rather, the total CFD 99-1 Special Taxes have been allocated among the parcels within CFD 99-1 according to the Rate and Method. The “assessed value-to-burden ratio” measures the burden of CFD 99-1 Special Taxes borne by each property in CFD 99-1 relative to the burden borne by other properties in CFD 99-1.

The value-to-burden ratio on bonds secured by special taxes will generally vary over the

life of those bonds as a result of changes in the value of the property that is security for the special taxes and the principal amount of the bonds.

Economic and other factors beyond the property owners’ control, such as economic

recession, deflation of land values, financial difficulty or bankruptcy by one or more property owners, or the complete or partial destruction of Taxable Property caused by, among other possible events, earthquake, flood, fire or other natural disaster, could cause a reduction in the assessed value within CFD 99-1. See “RISK FACTORS.”

57

Aggregate Assessed Value-to-Burden Ratio. The aggregate value-to-burden ratio of Taxable Property in CFD 99-1 for fiscal year 2013-14 is as follows:

Table 15 CFD 99-1

Aggregate Assessed Value-to-Debt Burden Ratios Fiscal Year 2013-14 (Taxable Property)

Development Status CFD Bond

Amount Assessed

Value

Assessed Value-to-

Burden Ratio Developed $3,469,736 $108,433,245 31.25

Undeveloped 1,955,264 9,111,795 4.66 Total $5,425,000 $117,545,040 21.67

Source: Willdan Financial Services

Assessed Value-to-Burden Ratio Distributions. Taxable Property. The following table sets forth the distribution of assessed value-to-

burden ratios among parcels of Taxable Property based on Fiscal Year 2013-14 assessed values and the burden of the CFD 99-1 Bonds.

Table 16 CFD 99-1

Distribution of Assessed Value-to-Debt Burden Ratios Fiscal Year 2013-14

(All Taxable Property)

Assessed Value-to- Burden Category

Parcel Count

Fiscal Year 2013-14

Assessed Value % of Total

Value Share of

CFD Bonds % of Total

Burden Greater Than 30:1 12 $109,523,413 93.18% $3,161,630.89 58.28% 25:1 to 30:1 4 6,079,608 5.17 1,121,237.87 20.67 20:1 to 24.99:1 0 0 0.00 0.00 0.00 15:1 to 19.99:1 0 0 0.00 0.00 0.00 10:1 to 14.99:1 0 0 0.00 0.00 0.00 3:1 to 9.99:1 3 1,942,019 1.65 1,044,271.61 19.25 Less Than 3:1 1 0 0.00 97,859.63 1.80

Total 20 $117,545,040 100.00% $5,425,000.00 100.00% Source: Willdan Financial Services.

58

Developed Property. The following table sets forth the distribution of assessed value-to-burden ratios among parcels only of Developed Property based on Fiscal Year 2013-14 assessed values and the burden of the CFD 99-1 Bonds.

Table 17 CFD 99-1

Distribution of Assessed Value-to-Debt Burden Ratios Fiscal Year 2013-14

(Developed Property)

Assessed Value-to- Burden Category

Parcel Count

Fiscal Year 2013-14

Assessed Value % of Total

Value Share of

CFD Bonds % of Total

Burden Greater Than 30:1 7 $103,730,637 88.25% $2,524,370.83 46.53% 25:1 to 30:1 3 4,702,608 4.00 847,505.21 15.62 20:1 to 24.99:1 0 0 0.00 0.00 0.00 15:1 to 19.99:1 0 0 0.00 0.00 0.00 10:1 to 14.99:1 0 0 0.00 0.00 0.00 3:1 to 9.99:1 0 0 0.00 0.00 0.00 Less Than 3:1 0 0 0.00 97,859.63 1.80

Total 11 $108,433,245 92.25% $3,469,735.67 63.95%

Source: Willdan Financial Services.

59

Major Land Owners The following table lists the major payers of Special Taxes in CFD 99-1 with respect to

Taxable Property for Fiscal Year 2013-14, based on the projected Special Tax levy and Fiscal Year 2013-14 assessed values.

Table 18 CFD 99-1

Summary of Major Taxpayers Fiscal Year 2013-14

FY 2013-14 Assessed Value

Name No. of

Parcels Development

Status

Actual FY 2013-14 Special

Taxes Levied

% of FY 2013-14

Special Taxes Assessed

Land Assessed Structure

Assessed Total

Prologis Logistics Services Inc. 5 Developed $278,522 42.02% $7,511,688 $22,160,520 $29,672,208 TCE Tracy LLC 1 Developed 147,828 22.30 5,659,600 27,052,888 32,712,488

AMB Property LP 2 Developed /

Undeveloped 124,385 18.77 4,681,800 13,112,100 17,793,900 Prologis LP 1 Developed 69,046 10.42 1,989,000 10,710,000 12,699,000 1851 E Paradise Road Partners LLC 1 Developed 25,547 3.86 2,300,628 5,228,700 7,529,328 Tracy Logistics Center Partners LLC 1 Developed 17,447 2.63 773,101 7,253,220 8,026,321

Total 11 $662,775 100.00% $22,915,817 $85,517,428 $108,433,245 Source: Willdan Financial Services.

Largest Landowners. Prologis Logistics Services Inc., AMB Property LP, and Prologis

LP, are affiliates of Prologis, Inc., which owns, operates and develops industrial real estate internationally. The company leases modern distribution facilities to third-party logistics providers, transportation companies, retailers, manufacturers and other enterprises. Headquartered in San Francisco, California, Prologis is publicly traded on the New York Stock Exchange under the trading symbol "PLD," and its internet site is www.prologis.com. This Internet address is included for reference only, and the information on this Internet site is not a part of this Official Statement and is not incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on this Internet site.

60

Delinquencies

Levy and Collection History. The following table is a summary of Special Tax levies, collections and delinquency rates on Taxable Property in CFD 99-1 for the last five fiscal years based on amounts levied and outstanding delinquencies as of June 30 of each year and as of February 4, 2014.

Table 19 CFD 99-1

Special Tax Collections and Delinquencies Fiscal Years 2009-10 through 2013-14

(Taxable Property)

As of Fiscal Year End As of February 4, 2014

Fiscal Year

Amount Levied

Total Number of Parcels

Subject to Levy Amount

Collected Amount

Delinquent

Number of Delinquent Parcels

Percent Delinquent

Remaining Amount

Delinquent

Remaining Parcels

Delinquent

Remaining Percent

Delinquent 2009-10 $756,494.06 16 $756,494.06 $0.00 0 0.00% $0.00 0 0.00% 2010-11 $723,713.02 16 723,713.02 0.00 0 0.00 0.00 0 0.00 2011-12 $764,517.70 20 764,517.70 0.00 0 0.00 0.00 0 0.00 2012-13 $761,340.82 20 761,340.82 0.00 0 0.00 0.00 0 0.00 2013-14 $755,705.30 20 N/A N/A N/A N/A N/A N/A N/A

Source: Willdan Financial Services.

Enforcement Actions. The City has not taken actions to enforce delinquent Special Taxes within CFD 99-1 in the past due to low delinquency rates, and to date, the City has not filed any Superior Court actions for foreclosure of delinquent CFD 99-1 Special Tax liens. The CFD 99-1 Special Taxes are covered by the County’s Teeter Plan. See “THE DISTRICTS IN THE AGGREGATE – Teeter Plan.”

61

Direct and Overlapping Governmental Obligations Effective Tax Rates. Property in CFD 99-1 is subject to annual charges and

assessments (which are billed to property owners on a semi-annual basis). The following table sets forth the total effective tax rate for a typical parcel of Developed Property in CFD 99-1 based on fiscal year 2013-14 tax rates.

Table 20 CFD 99-1

Effective Property Tax Rate on Typical Parcel 2013-14

ASSESSED VALUATION AND PROPERTY TAXES Developed Undeveloped Assessed Value [1] $32,712,488.00 $1,276,184.00 Ad Valorem Tax Overrides Prop 13 Mandate 327,124.88 12,761.84 Banta Elem Bond 2002 2,682.42 104.64 SJ Delta College Bond 2004 5,920.96 230.98 SJ Delta College Bond 2004B 425.26 16.60 Tracy-Lammersville SD Bond 2006A 2,060.88 80.40 Tracy-Lammersville SD Bond 2006B 3,238.54 126.34 Tracy-Lammersville SD Bond 2006C 2,780.56 108.48 Total Ad Valorem Property Taxes $ 344,233.50 $ 13,429.28 ASSESSMENTS, SPECIAL TAXES AND PARCEL CHARGES [2] South Delta Water Agency $ 288.50 $ 236.90 Tracy Rural Fire [3] 22,495.20 250.00 Water Investigation District 164.66 14.00 SJC Mosquito Abatement 484.76 72.22 SJC Mosquito & Vector Control-Benefit Assessment 210.68 1.18 Tracy CFD 99-1 147,806.96 32,243.48 Total Assessments, Special Taxes And Parcel Charges $ 171,450.76 $ 32,817.78 PROJECTED TOTAL PROPERTY TAXES $ 515,684.26 $ 46,247.06 Projected Total Effective Tax Rate (as % of Assessed Value) 1.58% 3.62%

[1] Represents the average assessed value for a single-family detached home. [2] Based on Fiscal Year 2013-14 assessments and special taxes. [3] Rates vary based on the building square footage. Source: San Joaquin County Auditor Controller's Office, as compiled by Willdan Financial Services.

62

Overlapping Public Debt. Contained within the boundaries of CFD 99-1 are certain overlapping local agencies providing public services and assessing property taxes, assessments, special taxes and other charges on the property in CFD 99-1. Many of these local agencies have outstanding debt.

The current and estimated direct and overlapping obligations affecting the property in

CFD 99-1 are shown in the following table. The table was prepared by California Municipal Statistics, Inc., and is included for general information purposes only. The City has not reviewed this report for completeness or accuracy and makes no representation in connection therewith.

Table 21 CFD 99-1

Direct and Overlapping Bonded Debt As of March 1, 2014

CITY OF TRACY COMMUNITY FACILITIES DISTRICT NO. 99-1 2013-14 Assessed Valuation: $117,545,040 (Land & Improvements) DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 3/1/14 San Joaquin Delta Community College District General Obligation Bonds 0.196% $ 231,019 Tracy Unified School District General Obligation Bonds 0.981 447,314 Banta School District General Obligation Bonds 28.045 183,696 City of Tracy Community Facilities District No. 99-1 100. 6,300,000 (1) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $7,162,029 OVERLAPPING GENERAL FUND DEBT: San Joaquin County General Fund Obligations 0.216% $ 345,245 City of Tracy General Fund Obligations 1.572 361,461 TOTAL OVERLAPPING GENERAL FUND DEBT $706,706 COMBINED TOTAL DEBT $7,868,735 (2) (1) Excludes refunding issue to be sold. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded

capital lease obligations. Ratios to 2013-14 Assessed Valuation: Direct Debt ($6,300,000) ...................................................... 5.36% Total Direct and Overlapping Tax and Assessment Debt ....... 6.09% Combined Total Debt .............................................................. 6.69% Source: California Municipal Statistics.

63

Projected Debt Service Coverage Coverage Provided by Developed Property. If the County were to levy the maximum

Special Tax on the 11 parcels of Developed Property in CFD 99-1 for fiscal year 2014-15 and there were 0% Special Tax delinquencies, the resulting Special Tax revenues (net of Administrative Expenses) would be $675,931.90 and would provide 104% coverage on maximum annual debt service on the CFD 99-1 Bonds.

Coverage Provided by All Taxable Property. If the County were to levy the maximum

Special Tax on all of the Taxable Property in CFD 99-1 for Fiscal Year 2014-15 and there were 0% Special Tax delinquencies, the resulting Special Tax revenues (net of Administrative Expenses) would be $1,050,295 and would provide 161% coverage on maximum annual debt service on the CFD 99-1 Bonds.

64

THE REASSESSMENT DISTRICT

Location and Description of the Reassessment District The Reassessment District was established by the City on May 6, 2014, pursuant to the

Reassessment Act. The Reassessment District was established to supersede and supplant the assessments levied in two assessment districts previously formed by the City, the I-205 Residential Reassessment (“AD I-205”) and the 94-1 Reassessment District of 2001 (“AD 94-1” and, together with AD I-205, the “Prior Assessment Districts”), each of which in turn had been formed to facilitate the reassessment and refunding of several assessment district bonds. See “FINANCING PLAN – Refunding Plan for Reassessment Bonds.”

AD I-205. AD I-205 is primarily residential, and is located in the northwest edge

of the City generally bound by Interstate 205 to the north and Byron Road and the Southern Pacific Railroad line to the south.

AD 94-1. AD 94-1 is located in the northwest portion of the City, north of Grant

Line Road and west of Naglee Road, and contains approximately 46.35 acres designated as commercial property. A map of the boundaries of the Reassessment District is on the following page. The Reassessment Report for the Reassessment District is attached as APPENDIX D. For background and demographic information regarding the City and the County, see

APPENDIX B.

T3

T13

T1

T10

T8

T7

T2

T15

T11

T12

T4

T9

T6

T5

T14

NAGL

EE

PAVILION

POWE

R

AUTO PLAZA

ROBERTSON

CITY OF TRACYCOUNTY OF SAN JOAQUIN

STATE OF CALIFORNIA

REASSESSMENT DIAGRAM OF REASSESSMENT DISTRICT NO. 2014-1

FILED IN THE OFFICE OF THE CITY CLERK OF THE CITY OF TRACY, THIS __________ DAY OF ___________, 2014.____________________________CITY CLERKCITY OF TRACYA REASSESSMENT WAS LEVIED BY THE CITY COUNCIL OF THE CITY OF TRACY ON THE LOTS, PIECES AND PARCELS OF LAND SHOWN ON THIS REASSESSMENT DIAGRAM. SAID REASSESSMENT WAS LEVIED ON THE __________ DAY OF___________, 2014. SAID REASSESSMENT DIAGRAM AND REASSESSMENT ROLL WERE RECORDED IN THE OFFICE OF THE SUPERINTENDENT OF STREETS OF THE CITY OF TRACY ON THE __________ DAY OF ___________, 2014.REFERENCE IS MADE TO THE REASSESSMENT ROLL RECORDED IN THE OFFICE OF THE SUPERINTENDENT OFSTREETS OF SAID CITY FOR THE EXACT AMOUNT OF EACH REASSESSMENT LEVIED AGAINST EACH PARCEL SHOWN ON THE REASSESSMENT DIAGRAM.____________________________CITY CLERKCITY OF TRACY

RECORDED IN THE OFFICE OF THE SUPERINTENDENT OF STREETS, CITY OF TRACY, THIS __________ DAY OF___________, 2014.

_____________________________SUPERINTENDENT OF STREETSCITY OF TRACY

FILED THIS __________ DAY OF ___________, 2014, AT THE HOUR OF ______ O'CLOCK ____.M. IN BOOK ___________ OF MAPS OF ASSESSMENT AND COMMUNITY FACILITIES DISTRICTS AT PAGE(S) ________________ AT THE REQUESTOF THE CITY OF TRACY IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF SAN JOAQUIN, STATE OF CALIFORNIA.FEE:______________________ INST. NO.:__________________KENNETH W. BLAKEMORE, COUNTY CLERK-RECORDER

_____________________________BY DEPUTYCOUNTY RECORDERCOUNTY OF SAN JOAQUIN

NOTE:THIS REASSESSMENT DIAGRAM IS RECORDED PURSUANT TO THE REFUNDING ACT OF 1984 FOR 1915 IMPROVEMENT ACT BONDS (SECTION 9500 AND FOLLOWING, CALIFORNIA STREETS AND HIGHWAYS CODE). THE RECORDING OF THE REASSESSMENTS FROM THESE PROCEEDINGS HAS SUPERSEDED AND SUPLANTED THE EARLIER ASSESSMENTS FOR THE CITY OF TRACY REASSESSMENT DISTRICT NOS. 93-2, 94-1, 95-1,96-1, 97-1 AND 97-2, COUNTY OF SAN JOAQUIN, CALIFORNIA, WHICH BECAME A LIEN BY VIRTUE OF THE RECORDING AS FOLLOWS: ON JULY 19, 1999, IN BOOK 3 AT PAGE 181; AND ON JANUARY 18, 2002, IN BOOK 4 AT PAGE 33 OF THE MAPS OF ASSESSMENTS AND COMMUNITY FACILITIES DISTRICTS RESPECTIVELY, IN THE OFFICE OF COUNTY RECORDER FOR THE COUNTY OF SAN JOAQUIN.FOR PARTICULARS ON THE LINES AND DIMENSIONS OF ASSESSOR'S PARCELS, REFERENCE IS MADE TO THE MAPS OF THE SAN JOAQUIN COUNTY ASSESSOR, WHICH MAPS SHALL GOVERN FOR ALL DETAILS RELATING THERETO.

REASSESSMENT DISTRICT PARCELS 27368 Via Industria, Suite 110Temecula, CA 92590951.587.3500 Phone951.587.3510 Fax

REASSESSMENT NUMBERS

SHEET 1 OF 10

²0

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Assessed Property Values No Appraisal of Property in the Reassessment District. The City has not

commissioned an appraisal of the Reassessment Parcels in the Reassessment District in connection with the issuance of the Bonds. Therefore, the estimated valuation of the Reassessment Parcels in the Reassessment District set forth in this Official Statement are based on the County Assessor’s values. The current market value of the parcels within the Reassessment District may be less than the County Assessor’s values shown in this Official Statement.

Assessed Valuation. The valuation of real property in the County is established by the

County Assessor. Assessed valuations are reported at 100% of the full value of the property, as defined in Article XIIIA of the California Constitution. Article XIIIA of the California Constitution defines “full cash value” as the appraised value as of March 1, 1975, plus adjustments not to exceed 2% per year to reflect inflation, and requires assessment of “full cash value” upon change of ownership or new construction.

Accordingly, the gross assessed valuation presented in this Official Statement may not

necessarily be representative of the actual market value of certain property in the Reassessment District.

Historical Assessed Values. The table below shows a five-year history of assessed

valuations of the Reassessment Parcels in the Reassessment District.

Table 22 Reassessment District No. 2014-1

Assessed Valuation History Fiscal Years 2009-10 through 2013-14

Fiscal Year

No. of Parcels

in District

No. of Single Family

Residential Parcels

Single Family Residential Assessed

Value

No. of Non-

Residential Parcels

Non-Residential Assessed

Value

Total Assessed

Value %

Change 2009-10 1,039 1,024 $268,203,760 15 $36,495,669 $304,699,429 N/A 2010-11 1,039 1,024 256,548,115 15 33,861,074 $290,409,189 -4.69% 2011-12 1,039 1,024 238,478,286 15 31,807,391 $270,285,677 -6.93 2012-13 1,038 1,023 232,938,540 15 31,533,691 $264,472,231 -2.15 2013-14 1,037 1,022 261,407,184 15 32,123,280 $293,530,464 10.99

Source: Willdan Financial Services

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Assessed Value-to-Burden Ratio General Information Regarding Assessed Value-to-Burden Ratios. The assessed

value-to-burden ratio on bonds secured by assessments will generally vary over the life of those bonds as a result of changes in the value of the property that is security for the assessments and the principal amount of the bonds.

In comparing the aggregate assessed value of the real property within the

Reassessment District and the principal amount of the Reassessment Bonds, it should be noted that an individual Reassessment Parcel may only be foreclosed upon to pay delinquent installments of the Reassessments attributable to that Reassessment Parcel. The principal amount of the Reassessment Bonds is not allocated pro-rata among the Reassessment Parcels within the Reassessment District; rather, the total Assessments have been allocated among the Reassessment Parcels within the Reassessment District by an assessment engineer.

Economic and other factors beyond the property owners’ control, such as economic

recession, deflation of land values, financial difficulty or bankruptcy by one or more property owners, or the complete or partial destruction of Reassessment Parcels caused by, among other possible events, earthquake, flood, fire or other natural disaster, could cause a reduction in the assessed value within the Reassessment District. See “RISK FACTORS.”

Aggregate Assessed Value-to-Burden Ratio. The aggregate assessed value-to-

burden ratio of Reassessment Parcels in the Reassessment District for fiscal year 2013-14 is as follows:

Table 23 Reassessment District No. 2014-1

Aggregate Assessed Value-to-Debt Burden Ratios Fiscal Year 2013-14

Development Status

Reassessment Bond

Amount Assessed

Value

Assessed Value-to-

Burden Ratio Developed $5,772,469 $290,213,033 50.28

Undeveloped 287,531 3,317,431 11.54 Total $6,060,000 $293,530,464 48.44

Source: Willdan Financial Services

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Assessed Value-to-Burden Ratio Distribution. The following table sets forth the distribution of assessed value-to-burden ratios among Reassessment Parcels based on fiscal year 2013-14 assessed values and the burden of the Reassessment Bonds.

Table 24

Reassessment District No. 2014-1 Distribution of Assessed Value-to-Debt Burden Ratios

Fiscal Year 2013-14

Assessed Value-to-Burden Category

Parcel Count

Fiscal Year 2013-14

Assessed Value

% of Total Value

Reassessment Lien

% of Burden

Greater than 50:1 694 $174,826,837 59.56% $2,272,453 37.50% 40:1 to 49.99:1 203 57,715,784 19.66 1,134,010 18.71 30:1 to 39.99:1 124 29,700,879 10.12 719,110 11.87 20:1 to 29.99:1 6 10,555,899 3.60 422,773 6.98 10:1 to 19.99:1 5 15,450,643 5.26 892,534 14.73 Less than 10 : 1 5 5,280,422 1.80 619,120 10.21 Total 1,037 $293,530,464 100.00% $6,060,000 100.00%

Source: Willdan Financial Services. Major Land Owners

The following table lists the major properties subject to the assessments that were levied

for Fiscal Year 2013-14 by the Prior Assessment Districts.

Table 25 Reassessment District No. 2014-1

Summary of Major Taxpayers Fiscal Year 2013-14

Name No. of

Parcels Reassessment

Lien

% of Total Reassessment

Lien Assessed

Land Assessed Structure

Assessed Total

Golden Bears III LLC 1 $225,061 3.71% $1,326,000 2,131,800 $3,457,800 Vintage Investments PTP 2 213,636 3.53 1,600,000 2,100,000 3,700,000 Nokes, Thomas J. 1 204,846 3.38 759,967 2,908,838 3,668,805 KBH Investments LP 1 186,595 3.08 1,500,000 1,100,000 2,600,000 2628 Tee Time Associates LLC 1 185,009 3.05 1,100,000 400,000 1,500,000 Source: Willdan Financial Services

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Delinquencies Levy and Collection History. The following table is a summary of the collections and

delinquency rates for the Reassessment Parcels, based on the collection of the Prior Assessments in the Prior Assessment Districts for the past 5 years, and outstanding delinquencies as of June 30 of each year and as of February 4, 2014.

Table 26

Reassessment District No. 2014-1 Assessment Collections and Delinquencies

Fiscal Years 2009-10 through 2013-14

As of Fiscal Year End As of February 4, 2014

Fiscal Year Amount Levied

Total Reassessment

Parcels Amount

Collected Amount

Delinquent

Number of Delinquent

Reassessment Parcels

Percent Delinquent

Remaining Amount

Delinquent

Remaining Reassessment Parcels Delinquent

Remaining Percent

Delinquent

2009-10 $1,413,583 1,040 $1,367,052 $46,531 32 3.29% $924 1 0.07% 2010-11 1,417,505 1,039 1,372,029 45,477 15 3.21 2,618 3 0.18 2011-12 1,495,920 1,039 1,465,333 30,587 9 2.04 1,879 2 0.13 2012-13 1,499,013 1,038 1,495,950 3,062 4 0.20 3,062 4 0.20 2013-14 1,352,956 1,037 N/A N/A N/A N/A N/A N/A N/A

Source: Willdan Financial Services

Enforcement Actions. The City has not taken actions to enforce delinquent

assessments within the Prior Assessment Districts in the past due to low delinquency rates, and to date, the City has not filed any Superior Court actions for foreclosure of delinquent Prior Assessment liens. The Prior Assessments are covered by the County’s Teeter Plan. See “THE DISTRICTS IN THE AGGREGATE – Teeter Plan.”

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Direct and Overlapping Governmental Obligations Taxes, Charges and Assessments. Property in the Reassessment District is subject to

annual charges and assessments (which are billed to property owners on a semi-annual basis). The following table sets forth the total effective tax rate for a typical parcel of Developed Property in the CFD based on fiscal year 2013-14 tax rates.

Table 27

Reassessment District No. 2004-1 Effective Property Tax Rate on Typical Parcel

2013-14

ASSESSED VALUATION AND PROPERTY TAXES Single Family

Residential Non-Residential Assessed Value [1] $235,000.00 $3,457,800.00 Homeowner's Exemption 7,000 0 Net Assessed Value [2] $228,000.00 $3,457,800.00 AD VALOREM PROPERTY TAXES [3] General Purpose Ad Valorem Tax Overrides Prop 13 Mandate 2,280.00 34,578.00 SJ Delta College Bond 2004 41.26 625.86 SJ Delta College Bond 2004B 2.96 44.96 Tracy-Lammersville SD Bond 2006A 14.36 217.84 Tracy-Lammersville SD Bond 2006B 22.58 342.32 Tracy-Lammersville SD Bond 2006C 19.38 293.92 Tracy SFID 3 Bond 2008 [4] 20.30 307.74 Tracy SFID 3 Bond 2011A [4] 31.70 480.64 Total Ad Valorem Property Taxes 2,432.54 36,891.28 ASSESSMENTS, SPECIAL TAXES AND PARCEL CHARGES [5] South Delta Water Agency 2.00 40.16 Water Investigation District 3.66 24.32 SJC Mosquito Abatement 1.64 64.10 SJC Mosquito & Vector Control-Benefit Assessment 7.94 87.68 CSA No. 53 - Hazardous Waste 4.00 0.00 Tracy AD 2014-1 [6] 1,147.54 46,346.60 Tracy Consolidated Landscape 117.92 2,369.00 Total Assessments, Special Taxes And Parcel Charges 1,284.70 48,931.86 PROJECTED TOTAL PROPERTY TAXES $3,717.24 $85,823.14 Projected Total Effective Tax Rate (as % of Assessed Value) 1.63% 2.48% [1] Represents the average assessed value for a single-family detached home or a non-residential parcel. [2] Assessed value reflects estimated total assessed value for the parcel net of homeowner's exemption. [3] Based on Fiscal Year 2013-14 ad valorem property taxes. Source: San Joaquin County Auditor Controller's Office. [4] Represents general obligation bonds issued by the Tracy Joint Unified School District for its School Facilities Improvement District No. 3. [5] Based on Fiscal Year 2013-14 assessments and special taxes. [6] Represents the lien of the Prior Assessment Districts. Source: San Joaquin County Auditor Controller's Office, as compiled by Willdan Financial Services.

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Overlapping Public Debt. Contained within the boundaries of the Reassessment District are certain overlapping local agencies providing public services and assessing property taxes, assessments, special taxes and other charges on the property in the Reassessment District. Many of these local agencies have outstanding debt.

The current and estimated direct and overlapping obligations affecting the property in the

Reassessment District are shown in the following table. The table was prepared by California Municipal Statistics, Inc., and is included for general information purposes only. The City has not reviewed this report for completeness or accuracy and makes no representation in connection therewith.

Table 28

Reassessment District No. 2014-1 Direct and Overlapping Bonded Debt

As of March 1, 2014

CITY OF TRACY REASSESSMENT DISTRICT NO. 2014-1 2013-14 Assessed Valuation: $293,523,435 (Land & Improvements) DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 3/1/14 San Joaquin Delta Community College District General Obligation Bonds 0.488% $ 576,363 Tracy Unified School District General Obligation Bonds 2.448 1,115,990 Tracy Unified School District SFID No. 3 General Obligation Bonds 4.295 1,395,207 City of Tracy Reassessment District No. 2014-1 100. 8,010,000 (1) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $11,097,560 OVERLAPPING GENERAL FUND DEBT: San Joaquin County General Fund Obligations 0.538% $ 861,342 City of Tracy General Fund Obligations 3.921 901,800 TOTAL OVERLAPPING GENERAL FUND DEBT $1,763,142 COMBINED TOTAL DEBT $12,860,702 (2) (1) Excludes refunding issue to be sold. Includes existing debt for I-205 Reassessment District

($5,510,000) and Assessment District 94-1 ($2,500,000). (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-

bonded capital lease obligations. Ratios to 2013-14 Assessed Valuation: Direct Debt ($8,010,000) ......................................................... 2.73% Total Direct and Overlapping Tax and Assessment Debt .......... 3.78% Combined Total Debt ................................................................. 4.38% Source: California Municipal Statistics.

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RISK FACTORS

The purchase of the Bonds described in this Official Statement involves a degree of risk that may not be appropriate for some investors. The following includes a discussion of some of the risks which should be considered before making an investment decision.

Limited Obligation to Pay Debt Service

The Bonds. The Bonds are special obligations of the Authority payable solely from and

secured solely by the Revenues and funds pledged therefor in the Indenture, consisting primarily of debt service on the CFD Bonds and the Reassessment Bonds. See “SECURITY FOR THE BONDS.”

The CFD Bonds. The City has no obligation to pay principal of or interest on the CFD

Bonds if Special Tax collections are delinquent or insufficient, other than from amounts, if any, on deposit in the Reserve Account established for the CFD Bonds or funds derived from the foreclosure and sale of parcels for Special Tax delinquencies. The City is not obligated to advance funds to pay debt service on the CFD Bonds.

The Reassessment Bonds. The City has no obligation to pay principal of or interest on

the Reassessment Bonds if Reassessment collections are delinquent or insufficient, other than from amounts, if any, on deposit in the Reserve Fund established for the Reassessment Bonds or funds derived from the foreclosure and sale of parcels for Reassessment delinquencies. The City is not obligated to advance funds to pay debt service on the Reassessment Bonds. Levy and Collection of the Special Taxes

General. The principal source of payment of principal of and interest on the CFD Bonds

is the proceeds of the annual levy and collection of the Special Tax against property within the CFD.

Limitation on Special Tax Rate. The annual levy of the Special Tax on any parcel is

limited to the maximum Special Tax rate authorized in the Rate and Method. The levy cannot be made at a higher rate even if the failure to do so means that the estimated proceeds of the levy and collection of the Special Tax, together with other available funds, will not be sufficient to pay debt service on the CFD Bonds.

No Relationship Between Property Value and Special Tax Levy. Because the

Special Tax formula set forth in the Rate and Method is not based on property value, the levy of the Special Tax will rarely, if ever, result in a uniform relationship between the value of particular parcels of Taxable Property and the amount of the levy of the Special Tax against those parcels. Thus, there will rarely, if ever, be a uniform relationship between the value of the parcels of Taxable Property and their proportionate share of debt service on the CFD Bonds, and certainly not a direct relationship.

Factors that Could Lead to Special Tax Deficiencies. The following are some of the

factors that might cause the levy of the Special Tax on any particular parcel of Taxable Property to vary from the Special Tax that might otherwise be expected:

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Transfers to Governmental Entities. The number of parcels of Taxable Property could be reduced through the acquisition of Taxable Property by a governmental entity (by exercise of its rights as mortgage guarantor, or for other reasons) and failure of the government to pay the Special Tax based upon a claim of exemption or, in the case of the federal government or an agency thereof, immunity from taxation, thereby resulting in an increased tax burden on the remaining taxed parcels.

Property Tax Delinquencies. Failure of the owners of Taxable Property to pay property taxes (and, consequently, the Special Tax), or delays in the collection of or inability to collect the Special Tax by tax sale or foreclosure and sale of the delinquent parcels, could result in a deficiency in the collection of Special Taxes. For a summary of Special Tax collections in the Community Facilities District, see “THE CFD –Delinquencies.”

Delays Following Delinquencies and Foreclosure Sales. The CFD Bonds Fiscal Agent Agreement provides that the Special Tax is to be collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described in “SECURITY FOR THE CFD BONDS” and in the Mello-Roos Act, is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ordinary ad valorem property taxes. Under these procedures, if taxes are unpaid for a period of five years or more, the property is subject to sale by the County.

If sales or foreclosures of property are necessary, there could be a delay in payments to the Authority, as owner of the CFD Bonds, pending such sales or the prosecution of foreclosure proceedings and receipt by the City of the proceeds of sale if the Reserve Account for the CFD Bonds is depleted. See “SECURITY FOR THE CFD BONDS.”

Collection of the Reassessments General. The principal source of payment of principal of and interest on the

Reassessment Bonds is the proceeds of the annual collection of the Reassessments against parcels within the Reassessment District.

Fixed Lien. Reassessment installments billed will be in aggregate amounts equal to

debt service on the Reassessment Bonds. Payments of Reassessment installments made by the owners of parcels will be applied on a pro-rata basis to all Reassessment Bonds for which the Reassessment installments are due and could result in a lesser amount being applied to the Reassessment Bonds if the amount paid by the property owners is less than the total Assessment installment. The Reassessment installments cannot be billed or collected at a higher rate even if the failure to do so means that the estimated proceeds of the collection of the Reassessments, together with other available funds, will not be sufficient to pay debt service on the Reassessment Bonds.

No Relationship Between Property Value and Reassessments. Because the

Reassessment amounts contained in the Reassessment Report are not based on property value, the collection of the Reassessments will rarely, if ever, result in a uniform relationship between the value of particular parcels and the amount of the Reassessments against those parcels. Thus, there will rarely, if ever, be a uniform relationship between the value of the

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parcels and their proportionate share of debt service on the Reassessment Bonds, and certainly not a direct relationship.

Factors that Could Lead to Reassessment Deficiencies. The following are some of

the factors that might cause the collection of the Reassessments on any particular parcel to vary from the Reassessments that might otherwise be expected:

Property Tax Delinquencies. Failure of the parcel owners to pay property taxes

(and, consequently, the Reassessments), or delays in the collection of or inability to collect the Reassessments by tax sale or foreclosure and sale of the delinquent parcels, could result in a deficiency in the collection of Reassessments. For a summary of Reassessment collections in the Prior Assessment Districts, see “THE REASSESSMENT DISTRICT – Delinquencies.”

Limitations Associated with Foreclosure Sales. The Reassessment Bonds Fiscal Agent Agreement provides that the Reassessments are to be collected in the same manner as ordinary ad valorem property taxes are collected and, except as provided in the special covenant for foreclosure described in “SECURITY FOR THE REASSESSMENT BONDS,” is subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ordinary ad valorem property taxes. Under these procedures, if taxes are unpaid for a period of five years or more, the property is subject to sale by the County.

If sales or foreclosures of property are necessary, there could be a delay in payments to the Authority, as owner of the Reassessment Bonds, pending such sales or the prosecution of foreclosure proceedings and receipt by the City of the proceeds of sale if the Reserve Fund for the Reassessment Bonds is depleted. See “SECURITY FOR THE REASSESSMENT BONDS.”

The California Streets and Highways Code provides that under certain

circumstances property may be sold upon foreclosure at a lesser Minimum Price or without a Minimum Price. “Minimum Price” as used in the Streets and Highways Code is the amount equal to the delinquent installments of principal or interest of the Reassessment, together with all interest penalties, costs, fees, charges and other amounts. The court may authorize a sale at less than the Minimum Price if the court determines that sale at less than the Minimum Price will not result in an “ultimate loss” to the Owners of the Reassessment Bonds, or, under certain circumstances, if holders of 75% or more of the outstanding Reassessment Bonds consent to such sale.

Payment of Special Taxes and Reassessments is not a Personal Obligation of the Property Owners

Property Owners are not personally obligated to pay their respective Special Taxes or

Reassessments. Rather, the Special Taxes and Reassessments are obligations only against the respective parcels against which they are levied. If, after a default in the payment of the Special Tax or Reassessment and a foreclosure sale, the resulting proceeds are insufficient, taking into account other obligations also constituting a lien against the parcel, the City has no personal recourse against the parcel owner.

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Assessed Valuations The City has not commissioned an appraisal of the parcels in the CFD or the

Reassessment District in connection with the issuance of the Bonds. Therefore, the estimated valuation of the Taxable Property in the CFD and the Reassessment Parcels in the Reassessment District set forth in this Official Statement are based on the County Assessor’s values. The assessed value is not an indication of what a willing buyer might pay for a property. The assessed value is not evidence of future value because future facts and circumstances may differ significantly from the present.

No assurance can be given that any of the Taxable Property in the CFD or the

Reassessment Parcels in the Reassessment District could be sold for the assessed value if that property should become delinquent and subject to foreclosure proceedings.

Property Values

The value of Taxable Property within the CFD and the Reassessment Parcels within the

Reassessment District is a critical factor in determining the investment quality of the Bonds. If a parcel owner defaults in the payment of the Special Taxes or the Reassessments, the City’s only remedy is to foreclose on the delinquent property.

The following is a discussion of specific risk factors that could affect the value of property

in the CFD and the Reassessment District.

Prolonged Economic Downturn. Land values in and around the City have been adversely affected by current economic conditions. To the extent that the economic downturn is prolonged, property values could remain flat for an indefinite period.

Declines in home values in the CFD and the Reassessment District could also

result in property owner unwillingness or inability to pay mortgage payments, as well as ad valorem property taxes and Special Taxes or Reassessments, when due. Under such circumstances, bankruptcies are likely to increase. Bankruptcy by homeowners with delinquent Special Taxes or Reassessments would delay the commencement and completion of foreclosure proceedings.

Risks Related to Mortgage Loans. Although residential projects that have their

homes built and occupied by homeowners are typically viewed as providing bondholders with strong credits, some of the recent home purchasers, especially those during 2004 to 2007, may face challenges in making their mortgage and tax payments on a timely basis, due to their initial high loan to value ratios, creative mortgage loan structures, and current negative equity levels.

Recent events in the United States and world-wide capital markets have

adversely affected the availability of mortgage loans to homeowners, including potential buyers of homes within the CFD and the Reassessment District. Any such unavailability could hinder the ability of the current homeowners to resell their homes, and adversely affect the market prices available to current homeowners.

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Natural Disasters. The value of the Taxable Property in the CFD and the Reassessment Parcels in the Reassessment District can be adversely affected by a variety of natural occurrences, particularly those that may affect infrastructure and other public improvements, and private improvements and the continued habitability and enjoyment of such private improvements.

The areas in and surrounding the City, like those in much of California, may be

subject to unpredictable seismic activity. According to the Safety Element of the City’s General Plan, known active faults close to, but outside of, the City include the San Andreas, Calaveras, Hayward and Concord-Green Valley faults. The Carnegie/Corral Hollow fault, considered active, and the Black Butte and Midway faults, considered potentially active, are within the vicinity of the City.

Other natural disasters could include, without limitation, landslides, floods,

wildfires, droughts or tornadoes. One or more natural disasters could occur and could result in damage to improvements of varying seriousness. The damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost, or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances there could be significant delinquencies in the payment of Special Taxes or Reassessments, and the value of the parcels in the CFD or the Reassessment District may well depreciate or disappear.

Hazardous Substances. One of the most serious risks in terms of the potential

reduction in the property values is a claim with regard to a hazardous substance. In general, the owners and operators of property may be required by law to remedy conditions of the parcel relating to releases 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 stringent and similar. Under many of these laws, the owner or operator is obligated to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the Taxable Property in the CFD or Reassessment Parcels in the Reassessment District be affected by a hazardous substance, is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the purchaser, upon becoming owner, will become obligated to remedy the condition just as is the seller.

Although the City is not aware that the owner or operator of any of the Taxable

Property in the CFD or Reassessment Parcels in the Reassessment District has such a current liability, it is possible that such liabilities do currently exist. Further, it is possible that liabilities may arise in the future resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but that has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently on the parcel of a substance not presently classified as hazardous but that may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the property values that would otherwise be realized upon a delinquency.

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No information is available as to the existence of any hazardous substances within the CFD or the Reassessment District.

Other Factors. Other factors that could adversely affect property values in the

CFD or the Reassessment District include, among others, relocation of employers out of the area, shortages of water, electricity, natural gas or other utilities, and destruction of property caused by man-made disasters.

Other Possible Claims Upon the Property Values While the Special Taxes are secured by the Taxable Property in the CFD, and the

Reassessments are secured by the Reassessment Parcels, the security only extends to the value of such property that is not subject to priority and parity liens and similar claims.

A table listing of the outstanding governmental obligations affecting the CFD is set forth

above under “THE CFD – Direct and Overlapping Governmental Obligations,” and a table listing of the outstanding governmental obligations affecting the Reassessment District is set forth above under “THE REASSESSMENT DISTRICT – Direct and Overlapping Governmental Obligations.”

In addition, other governmental obligations may be authorized and undertaken or issued

in the future, the tax, assessment or charge for which may become an obligation of one or more of the parcels within the CFD or Reassessment District, and may be secured by a lien on a parity with the lien of the Special Tax securing the CFD Bonds or the lien of the Reassessments securing the Reassessment Bonds.

In general, the Special Taxes and Reassessments, and all other taxes, assessments

and charges also collected on the tax roll, are on a parity, that is, are of equal priority. Questions of priority become significant when collection of one or more of the taxes, assessments or charges is sought by some other procedure, such as foreclosure and sale. If proceedings are brought to foreclose a delinquency, the Special Taxes and Reassessments will generally be on a parity with the other taxes, assessments and charges, and will share the proceeds of such foreclosure proceedings on a pro-rata basis.

Enforcement of Special Taxes or Reassessments on Governmentally Owned Properties

General. The ability of the City to foreclose the lien of delinquent unpaid Special Tax

installments or Reassessments may be limited with regard to properties in which the Federal Deposit Insurance Corporation (the “FDIC”), the Drug Enforcement Agency, the Internal Revenue Service, or other federal agency has or obtains an interest.

Federal courts have held that, based on the supremacy clause of the United States

Constitution, in the absence of Congressional intent to the contrary, a state or local agency cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government interest.

The supremacy clause of the United States Constitution reads as follows: “This

Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, any Thing in the Constitution or Laws of any State to the contrary notwithstanding.”

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This means that, unless Congress has otherwise provided, if a federal governmental

entity owns a parcel that is subject to Special Taxes within the CFD or to Reassessments within the Reassessment District, but does not pay taxes and assessments levied on the parcel (including Special Taxes and Reassessments), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.

Moreover, unless Congress has otherwise provided, if the federal government has a

mortgage interest in the parcel and the City wishes to foreclose on the parcel as a result of delinquent Special Taxes or Reassessments, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special Taxes or Reassessments and preserve the federal government’s mortgage interest. In Rust v. Johnson (9th Circuit; 1979) 597 F.2d 174, the United States Court of Appeal, Ninth Circuit held that the Federal National Mortgage Association (“FNMA”) is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by FNMA constitutes an exercise of state power over property of the United States.

Neither the City nor the Authority has undertaken to determine whether any federal

governmental entity currently has, or is likely to acquire, any interest (including a mortgage interest) in any of the parcels subject to the Special Taxes within the CFD or Reassessments within the Reassessment District. No assurance can be given as to the likelihood that the risks described above will materialize while the CFD Bonds or Reassessment Bonds are outstanding.

FDIC. If any financial institution making any loan secured by real property within the

CFD or the Reassessment District is taken over by the FDIC, and prior thereto or thereafter the loan (or loans) goes into default, resulting in ownership of the property by the FDIC, then the ability of the City to collect interest and penalties specified by State law and to foreclose the lien of delinquent unpaid Special Taxes or Reassessments may be limited.

The FDIC’s policy statement regarding the payment of state and local real property taxes

(the “Policy Statement”) provides that property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property’s value, and that the FDIC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement, the FDIC will pay its property tax obligations when they become due and payable and will pay claims for delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution’s affairs, unless abandonment of the FDIC’s interest in the property is appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law, to the extent the interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property taxes (including interest) on FDIC-owned property are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC’s consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC’s consent.

The Policy Statement states that the FDIC generally will not pay non-ad valorem taxes,

including special taxes and assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it

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recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. Special taxes imposed under the Mello-Roos Act and a special tax formula, which determines the special tax due each year, are specifically identified in the Policy Statement as being imposed each year and therefore covered by the FDIC’s federal immunity. The Ninth Circuit issued a ruling on August 28, 2001, in which it determined that the FDIC, as a federal agency, is exempt from Mello-Roos special taxes.

The Authority and the City are unable to predict what effect the application of the Policy

Statement would have in the event of a delinquency in the payment of Special Taxes on a parcel within the CFD, or of Reassessments on a parcel within the Reassessment District, in which the FDIC has or obtains an interest, although prohibiting the lien of the Special Taxes or Reassessments to be foreclosed out at a judicial foreclosure sale could reduce or eliminate the number of persons willing to purchase a parcel at a foreclosure sale. Such an outcome could cause a draw on either the Reserve Account established for the CFD Bonds or on the Reserve Fund established for the Reassessment Bonds and perhaps, ultimately, if enough property were to become owned by the FDIC, a default in payment on the CFD Bonds or Reassessment Bonds, as applicable.

Exemptions Under Rate and Method and the Mello-Roos Act. Certain properties are

exempt from the Special Tax in accordance with the Rate and Method and the Mello-Roos Act, which provides that properties or entities of the state, federal or local government are exempt from the Special Tax; provided, however, that property within the CFD acquired by a public entity through a negotiated transaction or by gift or devise, which is not otherwise exempt from the Special Tax, will continue to be subject to the Special Tax.

In addition, although the Mello-Roos Act provides that if property subject to the Special

Tax is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with respect to that property is to be treated as if it were a special assessment, the constitutionality and operation of these provisions of the Act have not been tested, meaning that such property could become exempt from the Special Tax. The Mello-Roos Act further provides that no other properties or entities are exempt from the Special Tax unless the properties or entities are expressly exempted in a resolution of consideration to levy a new special tax or to alter the rate or method of apportionment of an existing special tax.

Depletion of Reserve Funds

CFD Bonds. The City will establish and maintain a Reserve Account for the CFD Bonds

that may be used to pay principal of and interest on the CFD Bonds if insufficient funds are available from the proceeds of the levy and collection of the Special Taxes against property within the CFD. See “SECURITY FOR THE CFD BONDS – Reserve Account.”

If funds in the Reserve Account for the CFD Bonds are depleted, the funds can be

replenished from the proceeds of the levy and collection of the Special Tax that are in excess of the amount required to pay all amounts to be paid to the Authority under the CFD Fiscal Agent Agreement. However, no replenishment from the proceeds of a Special Tax levy can occur so long as the proceeds that are collected from the levy of the Special Tax against property within the CFD at the maximum Special Tax rates, together with other available funds, remain insufficient to pay all such amounts. Thus, it is possible that the Reserve Account for the CFD Bonds will be depleted and not be replenished by the levy of the Special Tax.

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Reassessment Bonds. Similarly, the City will establish and maintain a Reserve Fund for the Reassessment Bonds that may be used to pay principal of and interest on the Reassessment Bonds if insufficient funds are available from the proceeds of the collection of the Reassessments against property within the Reassessment District. See “SECURITY FOR THE REASSESSMENT BONDS – Reserve Fund.”

If funds in the Reserve Fund for the Reassessment Bonds are depleted, the funds can

only be replenished from the collection of past-due Reassessments, or the proceeds of foreclosure actions against delinquent parcels in the Reassessment District. The Reassessments cannot be increased to make up for prior delinquencies. Thus, it is possible that the Reserve Fund for the Reassessment Bonds will be depleted and not be replenished.

Bankruptcy Delays

The payment of the Special Taxes or Reassessments, and the ability of the City to

foreclose the lien of a delinquent unpaid Special Tax or Reassessment, may be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by State laws relating to judicial foreclosure.

The various legal opinions to be delivered concurrently with the delivery of the Bonds

(including Bond Counsel's approving legal opinion) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases.

Although bankruptcy proceedings would not cause the Special Taxes or Reassessments

to become extinguished, bankruptcy of a property owner or any other person claiming an interest in the property could result in a delay in superior court foreclosure proceedings and could result in the possibility of Special Tax installments or Reassessments not being paid in part or in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the CFD Bonds or Reassessment Bonds, as applicable.

Disclosure to Future Purchasers

The City has recorded, in the Office of the County Recorder, a notice of the Special Tax

lien with respect to the CFD and a Notice of Reassessment with respect to the Reassessment District. While title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider the obligations represented by the Special Taxes or Reassessments in the purchase of a parcel of land or a home in the CFD or Reassessment District, as applicable, or the lending of money secured by property in the CFD or Reassessment District, as applicable.

No Acceleration; Right to Pursue Remedies

Neither the Bonds, the CFD Bonds nor the Reassessment Bonds contain a provision

allowing for acceleration if a payment default or other default occurs under the Indenture, the CFD Bonds Fiscal Agent Agreement or the Reassessment Bonds Fiscal Agent Agreement. See “APPENDIX A – Summary of Principal Legal Documents.”

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So long as the Bonds are in book-entry form, DTC will be the sole Bond Owner and will be entitled to exercise all rights and remedies of Bond Owners under the Bonds and the Indenture.

Loss of Tax Exemption

As discussed under the caption “LEGAL MATTERS – Tax Matters,” interest on the

Bonds might become includable in gross income for purposes of federal income taxation retroactive to the date the Bonds were issued as a result of future acts or omissions of the Authority in violation of its covenants in the Indenture, or of the City in violation of its covenants in the CFD Bonds Fiscal Agent Agreement or in the Reassessment Bonds Fiscal Agent Agreement.

The Indenture does not contain a special redemption feature triggered by the occurrence

of an event of taxability. As a result, if interest on the Bonds were to be includable in gross income for purposes of federal income taxation, the Bonds would continue to remain outstanding until maturity unless earlier redeemed pursuant to mandatory redemption. See “THE BONDS – Redemption.”

In addition, Congress has considered in the past, is currently considering and may

consider in the future, legislative proposals, including some that carry retroactive effective dates, that, if enacted, would alter or eliminate the exclusion from gross income for federal income tax purposes of interest on municipal bonds, such as the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation.

Voter Initiatives

Under the California Constitution, the power of initiative is reserved to the voters for the

purpose of enacting statutes and constitutional amendments. Since 1978, the voters have exercised this power through the adoption of Proposition 13 and similar measures, including Proposition 218, which was approved in the general election held on November 5, 1996, and Proposition 26, which was approved on November 2, 2010.

Any such initiative may affect the collection of fees, taxes and other types of revenue by

local agencies such as the City. Subject to overriding federal constitutional principles, such collection may be materially and adversely affected by voter-approved initiatives, possibly to the extent of creating cash-flow problems in the payment of outstanding obligations such as the CFD Bonds or the Reassessment Bonds.

Proposition 218—Voter Approval for Local Government Taxes—Limitation on Fees,

Assessments, and Charges—Initiative Constitutional Amendment, added Articles XIIIC and XIIID to the California Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property-related fees and charges.

On November 2, 2010, California voters approved Proposition 26, entitled the

“Supermajority Vote to Pass New Taxes and Fees Act”. Section 1 of Proposition 26 declares that Proposition 26 is intended to limit the ability of the State Legislature and local government to circumvent existing restrictions on increasing taxes by defining the new or expanded taxes as “fees.” Proposition 26 amended Articles XIIIA and XIIIC of the State Constitution. The amendments to Article XIIIA limit the ability of the State Legislature to impose higher taxes (as

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defined in Proposition 26) without a two-thirds vote of the Legislature. Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes require a majority vote and taxes for specific purposes (“special taxes”) require a two-thirds vote.

The Special Taxes and the CFD Bonds were each authorized by not less than a two-

thirds vote of the landowners within the CFD who constituted the qualified electors at the time of such voted authorization. The Reassessments have been authorized under the summary proceedings provided by law for refinancing of existing assessment districts. The City believes, therefore, that issuance of the CFD Bonds and the Reassessment Bonds does not require the conduct of further proceedings under the Act, Proposition 218 or Proposition 26.

Like their antecedents, Proposition 218 and Proposition 26 are likely to undergo both

judicial and legislative scrutiny before the impact on the CFD or the Reassessment District can be determined. Certain provisions of Proposition 218 and Proposition 26 may be examined by the courts for their constitutionality under both State and federal constitutional law, the outcome of which cannot be predicted.

Secondary Market for Bonds

There can be no guarantee that there will be a secondary market for the Bonds or, if a

secondary market exists, that any Bonds can be sold for any particular price. Prices of bond issues for which a market is being made will depend upon then-prevailing circumstances. Such prices could be substantially different from the original purchase price.

No assurance can be given that the market price for the Bonds will not be affected by

the introduction or enactment of any future legislation (including without limitation amendments to the Internal Revenue Code), or changes in interpretation of the Internal Revenue Code, or any action of the Internal Revenue Service, including but not limited to the publication of proposed or final regulations, the issuance of rulings, the selection of the Bonds for audit examination, or the course or result of any Internal Revenue Service audit or examination of the Bonds or obligations that present similar tax issues as the Bonds.

THE AUTHORITY The Authority is a joint exercise of powers authority organized and existing under

Articles 1 through 4 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Joint Powers Law”). The Authority was created by a Joint Exercise of Powers Agreement, dated as of April 16, 2013, between the City and the South County Fire Authority (“SCFA”), which are the sole members of the Authority.

The Authority was created to provide assistance to the City and SCFA from time to time

in connection with their financing programs, and for any other purposes authorized under Article 4 of the Joint Powers Law.

The Authority is governed by a five-member board whose members are the same as

those seated on the City Council of the City. The Authority has no employees and all staff work is done by City staff or consultants.

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LEGAL MATTERS

Tax Matters In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California,

Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, provided, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings.

The opinions set forth in the preceding paragraph are subject to the condition that the

Authority and the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Tax Code") that must be satisfied subsequent to the issuance of the Bonds. The Authority and the City have covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds.

If the initial offering price to the public (excluding bond houses and brokers) at which a

Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes "original issue discount" for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public (excluding bond houses and brokers) at which a Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes "original issue premium" for purposes of federal income taxes and State of California personal income taxes. De minimis original issue discount and original issue premium is disregarded.

Under the Tax Code, original issue discount is treated as interest excluded from federal

gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the Bonds who purchase the Bonds after the initial offering of a substantial amount of such maturity. Owners of such Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such Bonds under federal individual and corporate alternative minimum taxes.

Under the Tax Code, original issue premium is amortized on an annual basis over the

term of the Bond (said term being the shorter of the Bond's maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a Bond is amortized each year over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date

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(with straight-line interpolations between compounding dates). Amortized Bond premium is not deductible for federal income tax purposes. Owners of premium Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such Bonds.

In the further opinion of Bond Counsel, interest on the Bonds is exempt from California

personal income taxes. Owners of the Bonds should also be aware that the ownership or disposition of, or the

accrual or receipt of interest on, the Bonds may have federal or state tax consequences other than as described above. Bond Counsel expresses no opinion regarding any federal or state tax consequences arising with respect to the Bonds other than as expressly described above.

Absence of Litigation

The Authority and the City will certify at the time the Bonds are issued that no litigation is pending or threatened concerning the validity of the Bonds, the CFD Bonds or the Reassessment Bonds and that no action, suit or proceeding is known by the Authority or the City to be pending that would restrain or enjoin the delivery of the Bonds, the CFD Bonds or the Reassessment Bonds, or contest or affect the validity of the Bonds, the CFD Bonds or the Reassessment Bonds, or any proceedings of the Authority or the City taken with respect to the Bonds, the CFD Bonds or the Reassessment Bonds.

Legal Opinion

All proceedings in connection with the issuance of the Bonds are subject to the approval as to their legality of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. The unqualified opinion of Bond Counsel approving the validity of the Bonds is attached as APPENDIX E.

NO RATINGS The Authority has not made, and does not contemplate making, any application to a

rating agency for a rating on the Bonds. No such rating should be assumed from any credit rating that the Authority or the City may obtain for other purposes. Prospective purchasers of the Bonds are required to make independent determinations as to the credit quality of the Bonds and their appropriateness as an investment.

VERIFICATION OF MATHEMATICAL COMPUTATIONS Causey, Demgen & Moore, Inc., Certified Public Accountants, Denver, Colorado,

independent accountants, upon delivery of the Bonds, will deliver one or more reports on the mathematical accuracy of certain computations contained in schedules provided to them which were prepared by the City relating to the sufficiency of moneys and securities deposited into the escrow funds for the Prior CFD 89-1 Bonds, the Prior CFD 99-1 Bonds and each series of Prior Assessment Bonds to pay, when due, the principal, whether at maturity or upon prior prepayment, interest and prepayment premium requirements of the related series of bonds.

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UNDERWRITING

Stifel, Nicolaus & Company, Incorporated (the “Underwriter”), has agreed to purchase

the Bonds at a purchase price of $18,647,932.05 (being the principal amount of the Bonds ($17,215,000) plus net original issue premium of $1,630,904.55 and less an underwriter's discount of $197,972.50).

The Underwriter may change the initial public offering prices of the Bonds from time to

time. The agreement under which the Underwriter has agreed to purchase the Bonds provides that the Underwriter will purchase all the Bonds if any are purchased, and that the obligation to make such purchase is subject to certain terms and conditions set forth therein, including, among others, the approval of certain legal matters by counsel.

CONTINUING DISCLOSURE

The City, on behalf of itself and the Authority, will covenant for the benefit of owners of

the Bonds to provide certain financial information and operating data relating to the CFD and the Reassessment District (the “Annual Report”) by not later than nine months following the end of the City’s fiscal year (currently March 31 based on the City’s fiscal year ending June 30), commencing March 31, 2015, with the report for the fiscal year ending June 30, 2014, and to provide notices of the occurrence of certain listed events. These covenants have been made in order to assist the Underwriter in complying with Securities Exchange Commission Rule 15c2-12(b)(5), as amended (the “Rule”). The specific nature of the information to be contained in the Annual Report or the notices of listed events is set forth in APPENDIX F.”

The Authority has not made a previous undertaking under the Rule. The City, on its own behalf and on behalf of related entities such as the TOPJPA, has

entered into a number of prior continuing disclosure undertakings under the Rule in connection with the issuance of long-term obligations, and has provided annual financial information and event notices in accordance with those undertakings. During the past five years, the City substantially complied with the requirements of its continuing disclosure undertakings, but with certain minor or technical exceptions; specifically, it failed to file its audited financial statement (but not its Annual Report) for the fiscal year ending June 30, 2009, and was slightly late filing its audited financial statements and Annual Reports in certain other years.

The City believes it has established processes, including the use of outside consultants,

to ensure that in the future it will make its continuing disclosure filings as required.

PROFESSIONALS INVOLVED IN THE OFFERING All proceedings in connection with the issuance of the Bonds are subject to the approval

of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. Jones Hall, A Professional Law Corporation, is also acting as Disclosure Counsel to the Authority. The Bank of New York Mellon Trust Company, N.A., San Francisco, California, will act as the Trustee. Nossaman LLP, Irvine, California, is acting as counsel to the Underwriter.

The compensation of Bond Counsel, Disclosure Counsel, the Trustee and Underwriter’s

counsel is contingent upon issuance of the Bonds.

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EXECUTION The execution and delivery of this Official Statement have been duly authorized by the

Authority and the City.

TRACY PUBLIC FINANCING AUTHORITY By: /s/ Jenny Haruyama Jenny Haruyama, Treasurer CITY OF TRACY By: /s/ Jenny Haruyama Jenny Haruyama,

Administrative Services Director

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APPENDIX A

SUMMARY OF PRINCIPAL LEGAL DOCUMENTS

INDENTURE OF TRUST RELATING TO THE BONDS

The following is a summary of certain provisions of the Indenture of Trust relating to the

Bonds not otherwise described in the text of this Official Statement. Such summary is not intended to be definitive, and reference is made to the full text of the Indenture of Trust for the complete terms thereof.

Certain Definitions.

“Acquired Obligations” means the CFD Bonds and the Reassessment Bonds. “Act” means Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division

7, Title 1 of the Government Code of the State, as it may hereafter be amended from time to time.

“Annual Debt Service” means, for each Bond Year, the sum of (a) the interest payable on the Outstanding Bonds of a Series in such Bond Year, and (b) the principal amount of the Outstanding Bonds of a Series scheduled to be paid in such Bond Year.

“Authority Administrative Expenses” means the fees and expenses of the Trustee,

including legal fees and expenses (including fees and expenses of outside counsel and the allocated costs of internal attorneys) and the out of pocket expenses incurred by the Trustee, the City and the Authority in carrying out their duties under the Indenture including payment of amounts payable to the United States pursuant to the Indenture and any costs associated with the increase or decrease in the balance held in the Reserve Fund (whether in connection with the prepayment of Special Taxes or otherwise).

“Authorized Officer” means (i) with respect to the Authority, the Chair, Executive

Director, Secretary or Treasurer of the Authority or any other Person authorized by the Authority to perform an act or sign a document on behalf of the Authority for purposes of the Indenture and (ii) with respect to the City, its City Manager, Chief Financial Officer or City Clerk, or any other Person authorized by the City to perform an act or sign a document on behalf of the City for purposes of the Indenture.

“Beneficial Owners” means the actual purchasers of the Bonds whose ownership

interests are recorded on the books of the DTC Participants. “Bond Counsel” means Jones Hall, A Professional Law Corporation, and its successors;

or any other attorney at law or firm of attorneys selected by the Authority, of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America.

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“Bond Law” means the Marks Roos Local Bond Pooling Act of 1985, constituting Article

4 of the Act (commencing with Section 6584), as it may hereafter be amended from time to time. “Bond Year” means each twelve month period extending from September 3 in one

calendar year to September 2 of the succeeding calendar year, except in the case of the initial Bond Year which shall be the period from the Closing Date to September 2, 2014, both dates inclusive.

“Bonds” or “Authority Bonds” means the Tracy Public Financing Authority Revenue

Bonds, 2014 Series A. “Business Day” means a day which is not a Saturday or Sunday or a day of the year on

which the New York Stock Exchange or banks in New York, New York or Los Angeles, California, or where the Trust Office is located, are not required or authorized to remain closed.

“Certificate of the Authority” means a certificate in writing signed by an Authorized

Officer of the Authority. “CFD Act” means the Mello-Roos Community Facilities Act of 1982, constituting Chapter

2.5 (commencing with Section 53311), Article 1 of Division 2 of Title 5 of the Government Code of that State of California, as amended from time to time.

“CFD Bonds Fiscal Agent” means the fiscal agent under the CFD Fiscal Agent

Agreements, initially The Bank of New York Mellon Trust Company, N.A. “CFD Fiscal Agent Agreements” means, collectively, the CFD 89-1 Fiscal Agent

Agreement and the CFD 99-1 Fiscal Agent Agreement. “CFD 89-1” means City of Tracy Community Facilities District No. 89-1 (Industrial

Specific Plan - Northeast Area), a community facilities district formed pursuant to the CFD Act. “CFD 89-1 Bonds” means the City of Tracy Community Facilities District No. 89-1

(Industrial Specific Plan - Northeast Area) Special Tax Refunding Bonds, 2014 Series A. “CFD 89-1 Fiscal Agent Agreement” means the Fiscal Agent Agreement pursuant to

which the CFD 89-1 Bonds are issued, by and between the City, for and on behalf of CFD 89-1, and the CFD Bonds Fiscal Agent.

“CFD 99-1” means City of Tracy Community Facilities District No. 99-1 (Northeast

Industrial Area), a community facilities district formed pursuant to the CFD Act. “CFD 99-1 Bonds” means the City of Tracy Community Facilities District No. 99-1

(Northeast Industrial Area) Special Tax Refunding Bonds, 2014 Series A. “CFD 99-1 Fiscal Agent Agreement” means the Fiscal Agent Agreement pursuant to

which the CFD 99-1 Bonds are issued, by and between the City, for and on behalf of CFD 99-1, and the CFD Bonds Fiscal Agent.

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“Code” means the Internal Revenue Code of 1986 as in effect on the Closing Date or (except as otherwise referenced in the Indenture) as it may be amended to apply to obligations issued on the Closing Date, together with applicable temporary and final regulations promulgated, and applicable official guidance published, under the Code.

“Community Facilities Districts” or “CFDs” means CFD 89-1 and CFD 99-1. “Event of Default” means any of the events described as such in the Indenture. “Fair Market Value” means, with respect to any investment, the price at which a willing

buyer would purchase such investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as described above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security - State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the Authority and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment. The Trustee is not responsible for determining the Fair Market Value.

“Federal Securities” means any of the following: (a) Cash (insured at all times by the Federal Deposit Insurance Corporation). (b) Obligations of, or obligations guaranteed as to principal and interest by, the U.S. or any

agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the U.S. including:

• U.S. treasury obligations • All direct or fully guaranteed obligations • Farmers Home Administration • General Services Administration • Guaranteed Title XI financing • Government National Mortgage Association (GNMA) • State and Local Government Series

“Fiscal Year” means any twelve month period extending from July 1 in one calendar year

to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve month period selected and designated by the Authority as its official fiscal year period.

“Independent Accountant” means any accountant or firm of such accountants appointed

and paid by the Authority, and who, or each of whom – (a) is in fact independent and not under domination of the Authority or the City;

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(b) does not have any substantial interest, direct or indirect, in the Authority or the

City; and (c) is not an officer or employee of the Authority, or the City, but who may be

regularly retained to make annual or other audits of the books of or reports to the Authority or the City.

“Independent Financial Consultant” means any financial consultant or firm of such

consultants appointed and paid by the Authority, and who, or each of whom – (a) is in fact independent and not under domination of the Authority or the City; (b) does not have any substantial interest, direct or indirect, in the Authority or the

City; and (c) is not an officer or employee of the Authority or the City, but who may be

regularly retained to make annual or other audits of the books of or reports to the Authority or the City.

“Interest Account” means the account by that name established and held by the Trustee

pursuant to the Indenture. “Interest Payment Date” means March 2 and September 2 in each year, beginning

September 2, 2014, and continuing thereafter so long as any Bonds remain Outstanding. “Maximum Annual Debt Service” means, as of the date of any calculation, the largest

Annual Debt Service on a Series during the current or any future Bond Year. “Outstanding”, when used as of any particular time with reference to Bonds, means

(subject to the provisions of the Indenture) all Bonds theretofore executed and issued by the Authority and authenticated and delivered by the Trustee under the Indenture except –

(a) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee

for cancellation pursuant to the Indenture; (b) Bonds paid or deemed to have been paid within the meaning of the

Indenture or Bonds called for redemption for which funds have been provided as described in the Indenture; and

(c) Bonds in lieu of or in substitution for which other Bonds shall have been

executed, issued and delivered pursuant to the Indenture or any Supplemental Indenture. “Owner” or “Bond Owner”, when used with respect to any Bond, means the person in

whose name the ownership of such Bond shall be registered on the Bond Register. “Permitted Investments” means any of the following which at the time of investment are

legal investments under the laws of the State of California for the moneys proposed to be invested therein, but only to the extent that the same are acquired at Fair Market Value:

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(a) Federal Securities;

(b) any of the following direct or indirect obligations of the following

agencies of the United States of America: (i) direct obligations of the Export-Import Bank; (ii) certificates of beneficial ownership issued by the Farmers Home Administration; (iii) participation certificates issued by the General Services Administration; (iv) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal Housing Administration; (v) project notes issued by the United States Department of Housing and Urban Development; and (vi) public housing notes and bonds guaranteed by the United States of America;

(c) interest-bearing demand or time deposits (including certificates of

deposit) or deposit accounts in federal or state chartered savings and loan associations or in federal or State of California banks (including the Trustee and its affiliates), provided that (i) the unsecured short-term obligations of such commercial bank or savings and loan association shall be rated in the highest short-term rating category by any Rating Agency or (ii) such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation;

(d) commercial paper rated at the time of purchase in the highest short-

term rating category by any Rating Agency, issued by corporations which are organized and operating within the United States of America, and which matures not more than 180 days following the date of investment therein;

(e) bankers acceptances, consisting of bills of exchange or time drafts

drawn on and accepted by a commercial bank whose short-term obligations are rated in the highest short-term rating category by any Rating Agency or whose long-term obligations are rated A or better by each such Rating Agency, which mature not more than 270 days following the date of investment therein;

(f) obligations the interest on which is excludable from gross income

pursuant to Section 103 of the Tax Code and which are either (a) rated A or better by any Rating Agency or (b) fully secured as to the payment of principal and interest by Federal Securities;

(g) obligations issued by any corporation organized and operating within

the United States of America having assets in excess of Five Hundred Million Dollars ($500,000,000), which obligations are rated A or better by any Rating Agency;

(h) money market funds which invest in Federal Securities or which are

rated in the highest rating category by any Rating Agency, including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered, (ii) the Trustee

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collects fees for services rendered pursuant to this Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee;

(i) any investment agreement, repurchase agreement or other

investment instrument which represents the general unsecured obligations of a bank, investment banking firm or other financial institution whose long-term obligations are rated at the time of delivery of the investment agreement, repurchase agreement or other investment instrument A or better by any Rating Agency; and

(j) the Local Agency Investment Fund of the State, created pursuant to

Section 16429.1 of the California Government Code.

“Principal Account” means the account by that name established and held by the Trustee pursuant to the Indenture.

“Prior AD 94-1 Bonds” means the City of Tracy Limited Obligation Refunding

Improvement Bonds 94-1 Reassessment District of 2001. “Prior Assessment Bonds” means, collectively, the Prior AD I-205 Assessment Bonds

and the Prior AD 94-1 Bonds. “Prior Bonds” means, collectively, the Prior CFD Bonds and the Prior Assessment

Bonds. “Prior CFD Bonds” means, collectively, the CFD 89-1 Bonds and the Series Prior CFD

99-1 Bonds. “Prior CFD Bonds Fiscal Agent” means The Bank of New York Mellon Trust Company,

N.A., as fiscal agent with respect to the Prior CFD Bonds. “Prior CFD 89-1 Bonds” means, collectively:

(i) $14,185,000 City of Tracy Community Facilities District No. 89-1 (Industrial Specific Plan - Northeast Area), 2003 Series A Senior Lien Refunding Special Tax Bonds, which were issued pursuant to a Fiscal Agent Agreement, dated as of June 1, 2003, between the City and the Prior Bonds Fiscal Agent; and

(ii) $1,325,000 City of Tracy Community Facilities District No. 89-1 (Industrial

Specific Plan - Northeast Area), 2003 Series B Junior Lien Refunding Special Tax Bonds, which were issued pursuant to a Fiscal Agent Agreement, dated as of June 1, 2003, between the City and the Prior Bonds Fiscal Agent. “Prior CFD 99-1 Bonds” means $9,635,000 City of Tracy Community Facilities District

No. 99-1 2004 Refunding Special Tax Bonds (the “Prior CFD 99-1 Bonds”), which were issued pursuant to a Fiscal Agent Agreement, dated as of December 1, 2004, between the City and the Prior Bonds Fiscal Agent.

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“Prior I-205 Assessment Bonds” means the City of Tracy Limited Obligation Refunding Improvement Bonds, I-205 Residential Reassessment District.

“Prior 2002 TOPJPA Bonds” means the $4,500,000 Tracy Operating Partnership Joint

Powers Authority 2002 Revenue Bonds, Series A (94-1 Assessment Bond Refunding), which were issued pursuant to an Indenture of Trust, dated as of January 1, 2002, between the City and the Prior Bonds Fiscal Agent.

“Prior 2003 TOPJPA Bonds” means, collectively:

(i) $11,070,000 Tracy Operating Partnership Joint Powers Authority 2003 Series A Senior Lien Refunding Revenue Bonds (Assessment Bond Refunding), which were issued pursuant to an Indenture of Trust, dated as of June 1, 2003, between the City and the Prior Bonds Fiscal Agent; and

(ii) $535,000 Tracy Operating Partnership Joint Powers Authority 2003 Series B

Junior Lien Refunding Revenue Bonds (Assessment Bond Refunding), which were issued pursuant to an Indenture of Trust, dated as of June 1, 2003, between the City and the Prior Bonds Fiscal Agent.

“Project” means the improvements, the acquisition and construction of which are financed with proceeds of the Bonds.

“Project Fund” means the fund by that name established and held by the Trustee

pursuant to the Indenture. “Purchase Fund” means the fund by that name established and held by the Trustee

pursuant to the Indenture. “Reassessment Bonds” means the City of Tracy Limited Obligation Refunding

Improvement Bonds, Reassessment District No. 2014-1 (94-1 and I-205 Reassessment Districts).

“Reassessment District” means City of Tracy Reassessment District No. 2014-1 (94-1

and I-205 Reassessment Districts). “Reassessment Fiscal Agent Agreement” means the Fiscal Agent Agreement pursuant

to which the Reassessment Bonds are issued, by and between the City and the Reassessment Bonds Fiscal Agent.

“Reassessments” means the unpaid reassessments levied within the Reassessment

District by the City Council under the proceedings taken pursuant to the Refunding Assessment Bond Law and the Reassessment District Resolution of Intention.

“Rebate Fund” means the fund by that name established pursuant to the Indenture. “Record Date” means, with respect to any Interest Payment Date, the fifteenth calendar

day of the month preceding the month in which such Interest Payment Date occurs, whether or not such day is a Business Day.

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“Refunding Assessment Bond Law” means the Refunding Act of 1984 for 1915

Improvement Act Bonds, Division 11.5 of the Streets and Highways Code of the State of California.

“Request of the Authority” means a written request executed by an Authorized Officer of

the Authority. “Request of the City” means a written certificate or request executed by an Authorized

Officer of the City. “Responsible Officer” means any officer of the Trustee assigned to administer the

Trustee’s duties under the Indenture. “Revenue Fund” means the fund by that name established and held by the Trustee

pursuant to the Indenture “Revenues” means: (a) all amounts received from the Acquired Obligations; (b) any

proceeds of the Bonds originally deposited with the Trustee and all moneys deposited and held from time to time by the Trustee in the funds and accounts established under the Indenture with respect to the Bonds (other than the Rebate Fund and the Surplus Fund); and (c) investment income with respect to any moneys held by the Trustee in the funds and accounts established under the Indenture with respect to the Bonds (other than investment income on moneys held in the Rebate Fund, the Project Fund and the Surplus Fund).

“Special Taxes” means the taxes authorized to be levied by CFD 89-1 and CFD 99-1 on

parcels within the respective CFD, which have been pledged to repay the related CFD Bonds pursuant to the CFD Act.

“Supplemental Indenture” means any indenture, agreement or other instrument hereafter

duly executed by the Authority in accordance with the provisions of the Indenture. “Surplus Fund” means the fund by that name established pursuant to the Indenture. “Trust Office” means the office of the Trustee at which at any particular time its corporate

trust business shall be principally administered, which office at the date of the Indenture is located in Los Angeles, California, or such other place as designated by the Trustee except that with respect to presentation of Bonds for payment or for registration of transfer and exchange, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency business shall be conducted.

“Trustee” means The Bank of New York Mellon Trust Company, N.A., and its successors

and assigns, and any other corporation or association which may at any time be substituted in its place as provided in the Indenture. Pledge of Revenues.

Subject to certain provisions of the Indenture relating to defeasance and amounts

payable to the Trustee, the Bonds are secured by a first lien on and pledge of all of the Revenues. The Bonds shall be equally secured by a pledge, charge and lien upon the

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Revenues without priority for any Bond over any other Bond; and the payment of the interest on and principal of the Bonds shall be and are secured by an exclusive pledge, charge and lien upon the Revenues. So long as any of the Bonds are Outstanding, the Revenues shall not be used for any purpose except as is expressly permitted by the Indenture.

Pursuant to the Indenture, the Authority transfers in trust, grants a security interest in

and 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 right, title and interest of the Authority in the Acquired Obligations, subject to the terms of the Indenture. The Trustee shall be entitled to and shall collect and receive all of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee. The Trustee also shall be entitled to and shall take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the City under the Acquired Obligations.

Upon the deposit with the Trustee of moneys sufficient to pay all principal of, and interest

on the Bonds, and upon satisfaction of all claims against the Authority under the Indenture with respect to a Series, including all fees, charges and expenses of the Trustee and the Authority which are properly payable under the Indenture, or upon the making of adequate provisions for the payment of such amounts as permitted by the Indenture, all moneys remaining in all funds and accounts pertaining to such respective Series of Bonds, (except any amounts on deposit in the Rebate Fund and the Surplus Fund and except moneys necessary to pay principal of and interest on such series of Bonds, which moneys shall be held by the Trustee pursuant to the defeasance provisions of the Indenture), shall no longer be considered Revenues and are not pledged to repay the Bonds. Such amounts shall be transferred to the fiscal agent for each issue of then outstanding Acquired Obligations proportionately based on their respective Proportionate Share. In the event that the Acquired Obligations have been paid or defeased, then any such amounts shall be paid by the Trustee to the Authority to be used by the Authority for any lawful purpose.

Provisions Relating to Investments of Moneys in the Funds and Accounts.

All moneys in any of the funds or accounts established with the Trustee pursuant to the Indenture shall be invested by the Trustee solely in Permitted Investments, as directed pursuant to the Request of the Authority filed with the Trustee at least two Business Days in advance of the making of such investments. The Trustee shall be entitled to conclusively rely on any such Request of the Authority and shall be fully protected in relying thereon. In the absence of any such Request of the Authority the Trustee shall invest any such moneys in Permitted Investments described in clause (h) of the definition thereof; provided, however, that any such investment shall be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee shall have received a Request of the Authority specifying a specific money market fund and, if no such Request of the Authority is so received, the Trustee shall hold such moneys uninvested. The Trustee shall be entitled to rely upon any investment directions from the Authority as conclusive certification to the Trustee that the investments described therein are so authorized under the laws of the State of California and qualify as Permitted Investments. Permitted Investments purchased as an investment of moneys in any fund or account established pursuant to the Indenture shall be deemed to be part of such fund or account.

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All interest or gain derived from the investment of amounts in any of the funds or accounts established under the Indenture shall be deposited in the fund or account from which such investment was made.

Certain Covenants of the Authority.

Punctual Payment. The Authority shall punctually pay or cause to be paid the principal and interest to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of the Indenture, according to the true intent and meaning thereof, but only out of Revenues and other assets pledged for such payment as provided in the Indenture.

Against Encumbrances. The Authority shall not create, or permit the creation of, any

pledge, lien, charge or other encumbrance upon the Revenues and other assets pledged or assigned under the Indenture while any of the Bonds are Outstanding, except the pledge and assignment created by the Indenture. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, including other programs under the Bond Law, and reserves the right to issue other obligations for such purposes.

Accounting Records and Financial Statements. The Trustee shall at all times keep, or

cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards in which complete and accurate entries shall be made of transactions made by it relating to the proceeds of Bonds, the Revenues, the Acquired Obligations and all funds and accounts established pursuant to the Indenture. Such books of record and account shall be available for inspection by the Authority and the City upon reasonable prior notice during regular business hours and under reasonable circumstances, in each case as agreed to by the Trustee.

Acquired Obligations. Subject to the provisions of the Indenture, the Authority and the

Trustee shall use reasonable efforts to collect all amounts due from the City pursuant to the Acquired Obligations and shall diligently enforce, and take all steps, actions and proceedings which the Authority and Trustee determine to be reasonably necessary for the enforcement of all of the rights of the Authority thereunder and for the enforcement of all of the obligations and covenants of the City. The Authority shall instruct the City to authenticate and deliver to the Trustee the Acquired Obligations registered in the name of the Trustee.

The Authority, the Trustee, and the City may, with prior written notice to Standard &

Poor’s, at any time consent to, amend or modify any of the Acquired Obligations pursuant to the terms thereof, (a) with the prior consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, or (b) without the consent of any of the Owners, if such amendment or modification is for any one or more of the following purposes

(a) to add to the covenants and agreements of the City contained in such

Acquired Obligations, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power therein reserved to or conferred upon the City; or

(b) to make such provisions for the purpose of curing any ambiguity, or of

curing, correcting or supplementing any defective provision contained in such Acquired Obligations, or in any other respect whatsoever as the City may deem necessary or desirable, provided under any circumstances that such modifications or amendments

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shall not materially adversely affect the interests of the Owners of the Bonds in the opinion of nationally- recognized bond counsel filed with the Trustee; or

(c) to amend any provision thereof to the extent necessary to comply with the

Code, but only if and to the extent such amendment will not, in and of itself, adversely affect the exclusion from gross income of the interest on any of the Bonds under the Code, in the opinion of Bond Counsel filed with the Trustee. Sale of Acquired Obligations. Notwithstanding anything in the Indenture to the contrary,

following prior written notice to Standard & Poor’s, the Authority may cause the Trustee to sell, from time to time, all or a portion of an issue of Acquired Obligations, provided that the Authority shall deliver to the Trustee:

(a) a certificate of an Independent Accountant certifying that, following the

sale of such Acquired Obligations, the Revenues to be paid to the Authority (assuming the timely payment of amounts due thereon with respect to any Acquired Obligations not then in default), together with interest and principal due on any noncallable Federal Securities pledged to the repayment of the Bonds and the Revenues then on deposit in the funds and accounts established under the Indenture (valuing any Permitted Investments held under the Indenture at the then Fair Market Value thereof), will be sufficient to pay the principal of and interest on the Bonds when due;

(b) if any Bonds are then rated by Moody’s and Standard & Poor’s, a

notification from Moody’s, if Moody’s then rates such Bonds, and Standard & Poor’s, if Standard & Poor’s then rates such Bonds, to the effect that such rating will not be withdrawn or reduced as a result of such sale of Acquired Obligations; and

(c) an opinion of Bond Counsel that such sale of Acquired Obligations is

authorized under the provisions of the Indenture and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation. Upon compliance with the foregoing conditions by the Authority, the Trustee shall sell

such Acquired Obligations in accordance with the Request of the Authority and disburse the proceeds of the sale of such Acquired Obligations to the Authority or upon the receipt of a Request of the Authority shall deposit such proceeds in the Revenue Fund.

Continuing Disclosure. The Authority covenants and agrees that it will cause the City to

comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of the Indenture, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, any Participating Underwriter or any holder or beneficial owner of the Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Tax Covenants.

Private Activity Bond Limitation. The Authority shall assure that the proceeds of the Bonds are not used so as to cause the Bonds to satisfy the private business tests of

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Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.

Federal Guarantee Prohibition. The Authority shall not take any action or permit

or suffer any action to be taken if the result of the same would be to cause the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

No Arbitrage. The Authority shall not take, or permit or suffer to be taken by the

Trustee or otherwise, any action with respect to the Bond proceeds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date, would have caused the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code.

Rebate of Excess Investment Earnings to United States. The Authority shall

calculate or cause to be calculated excess investment earnings with respect to the Bonds which are required to be rebated to the United States of America pursuant to Section 148(f) of the Code, and shall pay the full amount of such excess investment earnings to the United States of America in such amounts, at such times and in such manner as may be required pursuant to the Code. Such payments shall be made by the Authority from any source of legally available funds of the Authority, including amounts deposited into the Rebate Fund, if any. The Authority shall keep or cause to be kept, and retain or cause to be retained for a period of six (6) years following the final payment of the Bonds, records of the determinations made pursuant to this covenant. In order to provide for the administration of this covenant, the Authority may provide for the employment of independent attorneys, accountants and consultants compensated on such reasonable basis as the Authority may deem appropriate.

Maintenance of Tax Exemption. The Authority shall take all actions necessary to

assure the exclusion of interest on the Bonds from the gross income of the Owners thereof to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds.

Certain Provisions Relating to the Trustee. Qualifications of Trustee. The Authority agrees that it will maintain a Trustee which is a

trust company, national banking association or bank of good standing located in or incorporated under the laws of the State, duly authorized to exercise trust powers, with a combined capital and surplus of at least $75,000,000, and subject to supervision or examination by federal or state authority, so long as any Bonds are Outstanding.

Acceptance of Trusts. The Trustee’s acceptance of the trusts imposed by the Indenture

are subject to the following terms and conditions, among others:

(a) In case an Event of Default under the Indenture has occurred (which has not been cured or waived), the Trustee may exercise such of the rights and powers vested in it by the Indenture, and shall use the same degree of care and skill and diligence in their exercise, as a reasonable person would exercise or use under the circumstances in the conduct of his own affairs.

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(b) The Trustee may consult with and act upon the advice of counsel (which may be counsel to the Authority) concerning all matters of trust and its duty under the Indenture and shall be wholly protected in reliance upon the advice or opinion of such counsel in respect of any action taken or omitted by it in good faith and in accordance with the Indenture.

(c) The Trustee shall be protected and shall incur no liability in acting, or

refraining from acting in good faith and without negligence, in reliance upon any notice, request, consent, certificate, order, affidavit, letter, telegram, facsimile transmission, electronic mail, or other paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons. Any action taken or omitted to be taken by the Trustee in good faith and without negligence pursuant to the Indenture upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the Owner of any Bond, shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. The Trustee shall not be bound to recognize any person as an Owner of any Bond or to take any action at such person’s request unless the ownership of such Bond by such person shall be reflected on the Bond Register.

(d) The Trustee shall not be required to take notice or be deemed to have

notice of any Event of Default under the Indenture except where a Responsible Officer has actual knowledge of such Event of Default and except for the failure by the Authority to make any of the payments to the Trustee required to be made by the Authority pursuant to the Indenture, including payments on the Acquired Obligations, or failure by the Authority to file with the Trustee any document required by the Indenture to be so filed subsequent to the issuance of the Bonds, unless a Responsible Officer shall be specifically notified in writing of such default by the Authority or by the Owners of at least twenty five percent (25%) in aggregate principal amount of the Bonds then Outstanding and all notices or other instruments required by the Indenture to be delivered to the Trustee must, in order to be effective, be delivered to a Responsible Officer at the Trust Office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no Event of Default under the Indenture except as aforesaid. Delivery of a notice to the officer and address for the Trustee set forth in Section 10.12 of the Indenture, as updated by the Trustee from time to time, shall be deemed notice to a Responsible Officer.

(e) Before taking certain action referred to in the Indenture, the Trustee may

require that an indemnity bond satisfactory to it be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct in connection with any such action.

(f) The Trustee shall not be considered in breach of or in default in its

obligations under the Indenture or progress in respect thereto in the event of enforced delay (“unavoidable delay”) in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence, including, but not limited to, Acts of God or of the public enemy or terrorists, acts of a government, acts of the other party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquakes, explosion, mob violence, riot, inability to procure or general sabotage or

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rationing of labor, equipment, facilities, sources or energy, material or supplies in the open market, litigation or arbitration involving a party or others relating to zoning or other governmental action or inaction pertaining to the project, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar event and/or occurrences beyond the control of the Trustee. Fees, Charges and Expenses of Trustee. Upon the occurrence of an Event of Default

under the Indenture, but only upon an Event of Default, the Trustee shall have a first lien with right of payment prior to payment of any Bond upon the amounts held in the Funds and accounts under the Indenture for the foregoing fees, charges and expenses incurred by it respectively. The Trustee’s right to payment of its fees and expenses shall survive the discharge and payment or defeasance of the Bonds and termination of the Indenture, and the resignation or removal of the Trustee.

Intervention by Trustee. In any judicial proceeding to which the Authority is a party

which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of Owners of any of the Bonds, the Trustee may intervene on behalf of such Bond Owners, and subject to provisions of the Indenture relating to indemnification, shall do so if requested in writing by the Owners of at least 25% in aggregate principal amount of such Bonds then Outstanding.

Removal of Trustee. The Owners of a majority in aggregate principal amount of the

Outstanding Bonds may and the Authority may, so long as no Event of Default then exists, upon 30 days’ prior written notice to the Trustee, remove the Trustee initially appointed, and any successor thereto, by an instrument or concurrent instruments in writing delivered to the Trustee. Upon any such removal, the Authority shall appoint a successor or successors thereto; provided that any such successor shall be a bank or trust company meeting the requirements set forth in the Indenture. Notwithstanding any other provision of the Indenture, no removal of the Trustee shall be effective until a successor is appointed.

Resignation by Trustee. The Trustee and any successor Trustee may at any time give

prior written notice of its intention to resign as Trustee under the Indenture, such notice to be given to the Authority and the City by registered or certified mail. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon acceptance of appointment by the successor Trustee. Upon such acceptance, the Authority shall cause notice thereof to be given by first class mail, postage prepaid, to the Bond Owners at their respective addresses set forth on the Bond Register.

Appointment of Successor Trustee. In the event of the removal or resignation of the

Trustee, the Authority shall promptly appoint a successor Trustee. In the event the Authority shall for any reason whatsoever fail to appoint a successor Trustee within thirty (30) days, the Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. Any such successor Trustee appointed by such court shall become the successor Trustee under the Indenture notwithstanding any action by the Authority purporting to appoint a successor Trustee following the expiration of such thirty day period.

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Amendment of the Indenture.

With Bondowner Consent. The Indenture and the rights and obligations of the Authority and of the Owners of the Bonds may, with prior written notice to Moody’s and Standard & Poor’s, be modified or amended at any time by a Supplemental Indenture which shall become binding when the prior written consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No such modification or amendment shall (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Authority to pay the principal or interest at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the Owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without written consent of the Trustee, modify any of the rights or obligations of the Trustee.

Without Bondowner Consent. The Indenture and the rights and obligations of the

Authority and of the Owners of either Series of the Bonds may, with prior written notice to Standard & Poor’s, also be modified or amended at any time by a Supplemental Indenture which shall become binding upon adoption, without consent of any Bond Owners, to the extent permitted by law but only for any one or more of the following purposes

(a) to add to the covenants and agreements of the Authority contained in the

Indenture, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or powers in the Indenture reserved to or conferred upon the Authority so long as such addition, limitation or surrender of such rights or powers shall not materially adversely affect the Owners of the Bonds; or

(b) to make such provisions for the purpose of curing any ambiguity, or of

curing, correcting or supplementing any defective provision contained in the Indenture, or in any other respect whatsoever as the Authority may deem necessary or desirable, provided under any circumstances that such modifications or amendments shall not materially adversely affect the interests of the Owners of the Bonds; or

(c) to amend any provision of the Indenture relating to the Code as may be

necessary or appropriate to assure compliance with the Code and the exclusion from gross income of interest on the Bonds; or

(d) to amend the provisions of the Indenture relating to the Surplus Fund. At least 15 days in advance of the execution of any amendment to the Indenture, the

Trustee shall mail notice of such amendment and a copy of the proposed text of such amendment to Standard & Poor’s.

Amendment by Mutual Consent. Any Bond Owner may accept any amendment as to

the particular Bond held by such Owner, provided that due notation thereof is made on such Bond. Events of Default and Remedial Action.

Events of Default. The following events shall be Events of Default under the Indenture.

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(a) Default in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise.

(b) Default in the due and punctual payment of any installment of interest on

any Bond when and as such interest installment shall become due and payable. (c) Default by the Authority in the observance of any of the other covenants,

agreements or conditions on its part in the Indenture or in the Bonds contained, if such default shall have continued for a period of 60 days after written notice thereof, specifying such default and requiring the same to be remedied, shall have been given to the Authority by the Trustee, or to the Authority and the Trustee by the Owners of not less than twenty five percent (25%) in aggregate principal amount of the Bonds at the time Outstanding; provided that such default (other than a default arising from nonpayment of the Trustee’s fees and expenses, which must be cured within such 60 day period unless waived by the Trustee) shall not constitute a Event of Default under the Indenture if the Authority shall commence to cure such default within said sixty (60) day period and thereafter diligently and in good faith shall cure such default within a reasonable period of time; or

(d) The filing by the Authority of a petition or answer seeking reorganization

or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the Authority, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority or of the whole or any substantial part of its property. In determining whether a default has occurred under (a) or (b) above, or whether a

payment on the Bonds has been made under the Indenture, no effect shall be given to payments made under the Bond Insurance Policy.

Remedies; Rights of Bond Owners. Upon the occurrence of an Event of Default, the

Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of and interest on the Outstanding Bonds, and to enforce any rights of the Trustee under or with respect to the Indenture. In the event of a Event of Default arising out of a nonpayment of Trustee’s fees and expenses, the Trustee may sue the Authority to seek recovery of its fees and expenses; provided, however, that such recovery may be made only from Revenues.

If a Event of Default shall have occurred and be continuing and if requested to do so by

the Owners of at least twenty five percent (25%) in aggregate principal amount of Outstanding Bonds, and, in each case, if indemnified as provided in the Indenture, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by the Indenture and, as applicable, under the Acquired Obligations, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Bond Owners.

No remedy by the terms of the Indenture conferred upon or reserved to the Trustee (or

to the Bond Owners) is intended to be exclusive of any other remedy, but each and every such

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remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Bond Owners under the Indenture or now or hereafter existing at law or in equity.

No delay or omission to exercise any right or power accruing upon any Event of Default

shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient.

Application of Revenues and Other Funds After Event of Default. All amounts received

by the Trustee with respect to the Bonds pursuant to any right given or action taken by the Trustee under the provisions of the Indenture relating to the Bonds shall be applied by the Trustee in the following order upon presentation of the several Bonds, and the stamping thereon of the amount of the payment if only partially paid, or upon the surrender thereof if fully paid –

First, to the payment of the fees, costs and expenses of the Trustee in declaring such

Event of Default and in carrying out the provisions of the Indenture, including reasonable compensation to its agents, attorneys and counsel (including outside counsel and the allocated costs of internal attorneys), and to the payment of all other outstanding fees and expenses of the Trustee; and

Second, to the payment of the whole amount of interest on and principal of the Bonds

then due and unpaid, with interest on overdue installments of principal and interest to the extent permitted by law at the net effective rate of interest then borne by the Outstanding Bonds; provided, however, that in the event such amounts shall be insufficient to pay in full the full amount of such interest and principal, then such amounts shall be applied in the following order of priority.

(a) first to the payment of all installments of interest on the Bonds then due

and unpaid, (b) second, to the payment of all installments of principal of the Bonds then

due and unpaid, and (c) third, to the payment of interest on overdue installments of principal and

interest on Bonds. Power of Trustee to Control Proceedings. In the event that the Trustee, upon the

happening of a Event of Default, shall have taken any action, by judicial proceedings or otherwise, pursuant to its duties under the Indenture, whether upon its own discretion or upon the request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, it may, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee shall not, unless there no longer continues a Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if there has been filed with it a written request signed by the Owners of a majority in aggregate principal amount of the Outstanding Bonds under the Indenture opposing such discontinuance, withdrawal, compromise, settlement or other such litigation and provided further that the Trustee shall have the right to decline to comply with such written request unless indemnification satisfactory to it has been provided. Any suit, action or proceeding which any Owner of Bonds shall have the right to bring to enforce

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any right or remedy under the Indenture may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds similarly situated and the Trustee is appointed in the Indenture (and the successive respective Owners of the Bonds issued under the Indenture, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true and lawful attorney in fact of the respective Owners of the Bonds for the purposes of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney in fact.

Appointment of Receivers. Upon the occurrence of a Event of Default under the

Indenture, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Bond Owners under the Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Revenues and other amounts pledged under the Indenture, pending such proceedings, with such powers as the court making such appointment shall confer.

Rights and Remedies of Bond Owners. No Owner of any Bond issued under the

Indenture shall have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon the Indenture, unless (a) such Owner shall have previously given to the Trustee written notice of the occurrence of a Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers in the Indenture before granted or to institute such action, suit or proceeding in its own name; (c) said Owners shall have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee.

Such notification, request, tender of indemnity and refusal or omission are declared in

the Indenture, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy under the Indenture; it being understood and intended that no one or more Owners of Bonds shall have any right in any manner whatever by his or their action to enforce any right under the Indenture, except in the manner in the Indenture provided, and that all proceedings at law or in equity to enforce any provision of the Indenture shall be instituted, had and maintained in the manner in the Indenture provided and for the equal benefit of all Owners of the Outstanding Bonds.

The right of any Owner of any Bond to receive payment of the principal of and interest

and premium (if any) on such Bond as in the Indenture provided or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the written consent of such Owner, notwithstanding any other provision of the Indenture.

Limited Liability of Authority.

Notwithstanding anything in the Indenture contained, the Authority shall not be required to advance any moneys derived from any source of income other than the Revenues for the payment of the principal of or interest on the Bonds, or for the performance of any covenants in the Indenture contained (except to the extent any such covenants are expressly payable under the Indenture from the Revenues). The Authority may, however, advance funds for any such

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purpose, provided that such funds are derived from a source legally available for such purpose and may be used by the Authority for such purpose without incurring indebtedness.

The Bonds shall be revenue bonds, payable exclusively from the Revenues and other

funds as in the Indenture provided. The general fund of the Authority is not liable, and the credit of the Authority is not pledged, for the payment of the interest on or principal of the Bonds. The Owners of the Bonds shall never have the right to compel the forfeiture of any property of the Authority. The principal of and interest on the Bonds shall not be a legal or equitable pledge, charge, lien or encumbrance upon any property of the Authority or upon any of its income, receipts or revenues except the Revenues and other funds pledged to the payment thereof as in the Indenture provided.

Discharge of Indenture.

If the Authority pays and discharges any or all of the Outstanding Bonds in any one or more of the following ways:

(a) by well and truly paying or causing to be paid the principal of and interest

and premium (if any) on such Bonds, as and when the same become due and payable; (b) by irrevocably depositing with the Trustee, in trust, at or before maturity,

money which, together with the available amounts then on deposit in the funds and accounts established with the Trustee pursuant to the Indenture and available for such purpose, is fully sufficient to pay such Bonds, including all principal and interest; or

(c) by irrevocably depositing with the Trustee or any other fiduciary, in trust,

Federal Securities in such amount as an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established with the Trustee pursuant to the Indenture and available for such purpose, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal and interest) at or before their respective maturity dates; then any such Outstanding Bond or Bonds shall be deemed to have been paid and

discharged; provided, however, that any such Outstanding Bond or Bonds shall be deemed to have been paid and discharged under paragraph (c) above only if (i) in the case of Bonds to be redeemed prior to the maturity thereof, notice of such redemption shall have been mailed pursuant to the Indenture or provision satisfactory to the Trustee shall have been made for the mailing of such notice, (ii) a verification report of an Independent Accountant shall be delivered to the Trustee, and (iii) an opinion of Bond Counsel shall be delivered to the Trustee in the case of a defeasance of Bonds, to the effect that the requirements of the Indenture have been satisfied with respect to such discharge of Bonds. Upon a discharge of one or more Bonds as described above, and notwithstanding that any of such Bonds shall not have been surrendered for payment, the pledge of the Revenues and other funds provided for in the Indenture with respect to such Bonds, and all other pecuniary obligations of the Authority under the Indenture with respect to such Bonds, as applicable, shall cease and terminate, except only the obligation of the Authority to comply with the tax covenants and the indemnification provisions set forth in the Indenture, to pay or cause to be paid to the Owners of such Bonds not so surrendered and paid all sums due thereon from amounts set aside for such purpose, to pay all expenses and costs of the Trustee and to comply with the tax covenants set forth in the Indenture. Any funds

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thereafter held by the Trustee, which are not required for said purposes, shall be paid over to the Authority or upon a Request of the Authority to the City.

Defeasance shall be accomplished only with an irrevocable deposit in escrow of certain

investments referred to in the Indenture. Further substitutions of securities in the escrow are not permitted. The deposit in the escrow must be sufficient, without reinvestment, to pay all principal and interest as schedule on the Bonds to and including the date of redemption. Any security used for defeasance must provide for the timely payment of principal and interest and cannot be callable or prepayable prior to maturity or earlier redemption of the rated debt (excluding securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date).

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FISCAL AGENT AGREEMENT RELATING TO THE CFD 89-1 BONDS

The following is a summary of certain provisions of the CFD Fiscal Agent Agreement

relating to the CFD Bonds not otherwise described in the text of this Official Statement. Such summary is not intended to be definitive, and reference is made to the full text of the CFD Fiscal Agent Agreement for the complete terms thereof.

Certain Definitions: Unless otherwise indicated, capitalized terms used below but not defined below have the same meaning given those terms in Indenture of Trust relating to the Bonds.

“Administrative Expenses” means any or all of the following:

(a) the expenses directly related to the administration of the CFD, including, but not limited to, the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or a designee thereof or both); the costs of collecting the Special Taxes (whether by the County, the City or otherwise); the costs of remitting the Special Taxes to the CFD Fiscal Agent; the costs associated with preparing Special Tax disclosure statements and responding to the public inquiries regarding the Special Taxes; the costs of the City, the CFD or any designee thereof related to an appeal of the Special Tax;

(b) the costs of the CFD Fiscal Agent (including its legal counsel) in the

discharge of the duties of the CFD Fiscal Agent pertaining to the CFD Bonds required under the CFD Fiscal Agent Agreement and any Supplemental CFD Agreement;

(c) the costs of the City or any designee thereof of complying with the City, the

CFD, the Authority or obligated person disclosure requirements associated with applicable federal or state securities laws of the Act pertaining to the bonds;

(d) the Authority Administrative Expenses; (e) any amounts required to be rebated to the federal government; and (f) all other costs and expenses of the City (including, but not limited to, an

allocable share of the salaries of the City staff directly related to the foregoing, a proportionate amount of City general administrative overhead related to the foregoing, and amounts advanced by the City for any administrative purpose of the CFD, including costs related to prepayments of Special Taxes, recordings related to such prepayments and satisfaction of Special Taxes, amounts advanced to ensure maintenance of tax exemption, and the costs of prosecuting foreclosure of delinquent Special Taxes, which amounts advanced are subject to reimbursement from other sources, including proceeds of foreclosure) and the CFD Fiscal Agent incurred in connection with the discharge of their respective duties under the CFD Fiscal Agent Agreement and in any way related to the administration of the CFD and all actual costs and expenses incurred in connection with the administration of the CFD Bonds. “Administrative Expenses Cap” means (i) for fiscal year 2014-15, $6,000.00, and (ii) for

each subsequent year, an amount equal to the preceding fiscal year’s Administrative Expenses Cap plus an additional 2% of such amount.

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“Annual Debt Service” means the principal amount of any Outstanding CFD Bonds

payable in a Bond Year at maturity and any interest payable on any Outstanding CFD Bonds in such Bond Year, if the CFD Bonds are retired as scheduled.

“Authorized Investments” means any of the following which at the time of investment are

legal investments under the laws of the State of California for the moneys proposed to be invested therein, but only to the extent that the same are acquired at Fair Market Value:

(a) Federal Securities; (b) any of the following direct or indirect obligations of the following

agencies of the United States of America: (i) direct obligations of the Export-Import Bank; (ii) certificates of beneficial ownership issued by the Farmers Home Administration; (iii) participation certificates issued by the General Services Administration; (iv) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal Housing Administration; (v) project notes issued by the United States Department of Housing and Urban Development; and (vi) public housing notes and bonds guaranteed by the United States of America;

(c) interest-bearing demand or time deposits (including certificates of

deposit) or deposit accounts in federal or state chartered savings and loan associations or in federal or State of California banks (including the Fiscal Agent and its affiliates), provided that (i) the unsecured short-term obligations of such commercial bank or savings and loan association shall be rated in the highest short-term rating category by any Rating Agency or (ii) such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation;

(d) commercial paper rated at the time of purchase in the highest short-

term rating category by any Rating Agency, issued by corporations which are organized and operating within the United States of America, and which matures not more than 180 days following the date of investment therein;

(e) bankers acceptances, consisting of bills of exchange or time drafts

drawn on and accepted by a commercial bank whose short-term obligations are rated in the highest short-term rating category by any Rating Agency or whose long-term obligations are rated A or better by each such Rating Agency, which mature not more than 270 days following the date of investment therein;

(f) obligations the interest on which is excludable from gross income

pursuant to Section 103 of the Tax Code and which are either (a) rated A or better by any Rating Agency or (b) fully secured as to the payment of principal and interest by Federal Securities;

(g) obligations issued by any corporation organized and operating within

the United States of America having assets in excess of Five Hundred Million Dollars ($500,000,000), which obligations are rated A or better by any Rating Agency;

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(h) money market funds (including money market funds for which the

Fiscal Agent, its affiliates or subsidiaries provide investment advisory or other management services) which invest in Federal Securities or which are rated in the highest rating category by any Rating Agency;

(i) any investment agreement, repurchase agreement or other

investment instrument which represents the general unsecured obligations of a bank, investment banking firm or other financial institution whose long-term obligations are rated at the time of the delivery of the investment agreement, repurchase agreement or other investment instrument A or better by any Rating Agency; and

(j) the Local Agency Investment Fund of the State, created pursuant to

Section 16429.1 of the California Government Code. “Authorized Representative of the City” means the Mayor, City Manager, Finance

Director or City Clerk, or any other person or persons designated by a written certificate signed on behalf of the City by the City Manager or Finance Director of the City and containing the specimen signature of each such person.

“Bond Register” means the books that the CFD Fiscal Agent shall keep or cause to be

kept on which the registration and transfer of the CFD Bonds shall be recorded. “Bondowner” or “Owner” means the person or persons in whose name or names any

CFD Bond is registered. “Bond Year” means the twelve month period commencing on September 2 of each year

and ending on September 1 of the following year, except that the first Bond Year for the CFD Bonds shall begin on the Delivery Date and end on the first September 1 which is not more than 12 months after the Delivery Date.

“Certificate of an Authorized Representative” means a written certificate or warrant

request executed by an Authorized Representative of the City. “Finance Director” means the official of the City, or such official’s designee, who acts in

the capacity as the chief financial officer of the City, including the controller or other financial officer.

“Gross Taxes” means the proceeds of the Special Taxes received by the City, including

any scheduled payments and any prepayments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest thereon. “Gross Taxes” does not include any penalties collected in connection with delinquent Special Taxes or any interest in excess of the interest due on the CFD Bonds.

“Independent Financial Consultant” means a financial consultant or firm of such

consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the City, who, or each of whom:

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(1) is in fact independent and not under the domination of the City; (2) does not have any substantial interest, direct or indirect, in the City; and (3) is not connected with the City as a member, officer or employee of the City, but

who may be regularly retained to make annual or other reports to the City. “Maximum Annual Debt Service” means the maximum sum obtained for any Bond Year

prior to the final maturity of the CFD Bonds by adding the following for each Bond Year:

(1) the principal amount of all Outstanding CFD Bonds payable in such Bond Year at maturity; and

(2) the interest payable on the aggregate principal amount of all CFD Bonds

Outstanding in such Bond Year if the CFD Bonds are retired as scheduled. “Net Taxes” means Gross Taxes minus amounts set aside to pay Administrative

Expenses. “Ordinance” means any ordinance of the City levying the Special Taxes in the CFD. “Outstanding” or “Outstanding CFD Bonds” means all CFD Bonds theretofore issued by

the City, except:

(1) CFD Bonds theretofore cancelled or surrendered for cancellation in accordance with the CFD Fiscal Agent Agreement;

(2) CFD Bonds for payment or redemption of which monies shall have been

theretofore deposited in trust (whether upon or prior to the maturity or the redemption date of such CFD Bonds), provided that, if such CFD Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in the CFD Fiscal Agent Agreement; and

(3) CFD Bonds which have been surrendered to the CFD Fiscal Agent for

transfer or exchange pursuant to the CFD Fiscal Agent Agreement or for which a replacement has been issued pursuant to the CFD Fiscal Agent Agreement or any Supplemental CFD Agreement. “Prepayments” means any amounts paid by the City to the CFD Fiscal Agent and

designated by the City as a prepayment of Special Taxes for one or more parcels in the CFD made in accordance with the Rate and Method of Apportionment of Special Taxes attached to the Resolution of Formation.

“Reserve Requirement” means, as of any date of calculation, an amount equal to 50% of

Maximum Annual Debt Service on the Outstanding CFD Bonds. “Resolution of Formation” means the resolution adopted by the City Council of the City

pursuant to which the City formed the CFD.

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“Special Taxes” means the taxes authorized to be levied by the City on property within the CFD in accordance with the Ordinance, the Resolution of Formation, the CFD Act and the voter approval obtained at an election in the CFD. Maturity Schedule for the CFD Bonds. The maturity schedule for the CFD Bonds is set forth on the final page of the summary of the CFD Fiscal Agent Agreement. Security for the CFD Bonds.

Pursuant to the CFD Act and the CFD Fiscal Agent Agreement, the CFD Bonds shall be equally payable from the Net Taxes and other amounts in the Special Tax Fund (exclusive of the Administrative Expense Account), without priority for number, date of the CFD Bonds, date of sale, date of execution, or date of delivery, and the payment of the interest on and principal of the CFD Bonds , shall be exclusively paid from the Net Taxes and other amounts in the Special Tax Fund (exclusive of the Administrative Expense Account), which are set aside by the CFD Fiscal Agent Agreement for the payment of the CFD Bonds.

Amounts in the Special Tax Fund (other than the Administrative Expense Account

therein) shall constitute a trust fund held for the benefit of the Owners to be applied to the payment of the interest on and principal of the CFD Bonds and so long as any of the CFD Bonds or interest thereon remain Outstanding shall not be used for any other purpose, except as permitted by the CFD Fiscal Agent Agreement or any Supplemental CFD Agreement. Notwithstanding any provision contained in the CFD Fiscal Agent Agreement to the contrary, Net Taxes deposited in the Rebate Fund and the Surplus Fund shall no longer be considered to be pledged to the CFD Bonds, and none of the Surplus Fund, or the Administrative Expense Account of the Special Tax Fund shall be construed as a trust fund held for the benefit of the Owners.

Nothing in the CFD Fiscal Agent Agreement or any Supplemental CFD Agreement shall

preclude the redemption prior to maturity of any CFD Bonds subject to call and redemption and payment of said CFD Bonds from proceeds of refunding bonds issued under the CFD Act as the same now exists or as hereafter amended, or under any other law of the State of California.

Deposits and Uses of Special Taxes.

Special Tax Fund. Except for the portion of any Prepayment to be deposited to the

Redemption Account, the CFD Fiscal Agent shall, on each date on which the Special Taxes are received from the City, deposit the Special Taxes in the Special Tax Fund to be held in trust for the Owners. The CFD Fiscal Agent shall transfer the Special Taxes on deposit in the Special Tax Fund in the following order of priority, to:

(1) The Administrative Expense Account of the Special Tax Fund; (2) The Interest Account of the Special Tax Fund; (3) The Principal Account of the Special Tax Fund; (4) The Redemption Account of the Special Tax Fund;

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(5) The Reserve Account of the Special Tax Fund; and (6) The Surplus Fund.

Administrative Expense Account of the Special Tax Fund. The CFD Fiscal Agent shall

transfer from the Special Tax Fund and deposit in the Administrative Expense Account of the Special Tax Fund from time to time amounts necessary to make timely payment of Administrative Expenses; provided, however, that the total amount transferred in a Bond Year shall not exceed the Administrative Expenses Cap until such time as there has been deposited to the Interest Account and the Principal Account an amount, together with any amounts already on deposit therein, that is sufficient to pay the interest and principal on all CFD Bonds due in such Bond Year and to restore the Reserve Fund to the Reserve Requirement. Notwithstanding the foregoing, amounts in excess of the Administrative Expenses Cap may be transferred to the Administrative Expense Account prior to the transfers to the Interest Account, the Principal Account and the Redemption Account to the extent necessary to collect delinquent Special Taxes.

Following the required transfers of amounts sufficient to pay the interest and principal on

all CFD Bonds due in a Bond Year and to restore the Reserve Fund to the Reserve Requirement, an Authorized Representative of the City may direct the CFD Fiscal Agent, in writing, to transfer additional amounts from the Special Tax Fund to the Administrative Expense Account. Moneys in the Administrative Expense Account of the Special Tax Fund may be invested in any Authorized Investments as directed in writing by an Authorized Representative of the City and shall be disbursed as directed in a Certificate of an Authorized Representative.

Interest Account and Principal Account of the Special Tax Fund. The principal of and

interest due on the CFD Bonds until maturity, other than principal due upon redemption, shall be paid by the CFD Fiscal Agent from the Principal Account and the Interest Account of the Special Tax Fund, respectively. For the purpose of assuring that the payment of principal of and interest on the CFD Bonds will be made when due, after making the transfer to the Administrative Expense Account, at least five Business Days prior to each March 2 and September 2, the CFD Fiscal Agent shall transfer from the Special Tax Fund, first to the Interest Account and then to the Principal Account, the amount required to pay interest on and principal of the CFD Bonds on the immediately succeeding March 2 or September 2; provided, however, that to the extent that deposits have been made in the Interest Account or the Principal Account from the proceeds of the sale of an issue of the CFD Bonds or otherwise, the transfer from the Special Tax Fund need not be made; and provided, further, that, if amounts in the Special Tax Fund (exclusive of the Reserve Account) are inadequate to make the foregoing transfers, then any deficiency shall be made up by transfers from the Reserve Account.

Redemption Account of the Special Tax Fund. Moneys set aside in the Redemption Account shall be used solely for the purpose of redeeming CFD Bonds and shall be applied on or after the redemption date to the payment of principal of the CFD Bonds to be redeemed upon presentation and surrender of such CFD Bonds and in the case of an extraordinary redemption from Prepayments to pay the interest thereon; provided, however, that in lieu or partially in lieu of such call and redemption, moneys deposited in the Redemption Account, other than Prepayments, may be used to purchase Outstanding CFD Bonds in the manner in the CFD Fiscal Agent Agreement after provided. Purchases of Outstanding CFD Bonds may be made by the City at public or private sale as and when and at such prices as the City may in its discretion

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determine but only at prices (including brokerage or other expenses) not more than par plus accrued interest,. Any accrued interest payable upon the purchase of CFD Bonds may be paid from the amount reserved in the Interest Account of the Special Tax Fund for the payment of interest on the next following Interest Payment Date.

Reserve Account. If funded, the amounts in the Reserve Account shall be applied as

follows:

(a) Moneys in the Reserve Account will be used solely for the purpose of paying the principal of and interest on the CFD Bonds when due in the event that the moneys in the Interest Account and the Principal Account of the Special Tax Fund are insufficient therefor. If the amounts in the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund are insufficient to pay the principal of, including Sinking Fund Payments, or interest on any CFD Bonds when due, the CFD Fiscal Agent will withdraw from the Reserve Account for deposit in the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund, as applicable, moneys necessary for such purposes.

(b) Whenever moneys are withdrawn from the Reserve Account, after

making the required transfers described above, the CFD Fiscal Agent will transfer to the Reserve Account from available moneys in the Special Tax Fund, or from any other legally available funds which the City elects to apply to such purpose, the amount needed to restore the amount of such Reserve Account to the Reserve Requirement. Moneys in the Special Tax Fund will be deemed available for transfer to the Reserve Account only if the CFD Fiscal Agent determines that such amounts will not be needed to make the deposits required to be made to the Administrative Expenses Account, as directed by the City, the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund on or before the next September 2. If amounts in the Special Tax Fund together with any other amounts transferred to replenish the Reserve Account are inadequate to restore the Reserve Account to the Reserve Requirement, then the City will include the amount necessary fully to restore the Reserve Account to the Reserve Requirement in the next annual Special Tax levy to the extent of the maximum permitted Special Tax rates. Whenever, on any Interest Payment Date, the amount in the Reserve Account exceeds the then applicable Reserve Requirement, the CFD Fiscal Agent shall, except as otherwise provided in the CFD Fiscal Agent Agreement for purposes of rebate, transfer on or before such Interest Payment Date an amount equal to the excess from the Reserve Fund to the Redemption Account.

(c) In connection with a redemption of CFD Bonds, or a partial defeasance of

CFD Bonds amounts in the Reserve Account may be applied to such redemption or partial defeasance so long as the amount on deposit in the Reserve Account following such redemption or partial defeasance equals the Reserve Requirement. The City will set forth in a Certificate of an Authorized Representative the amount in the Reserve Account to be transferred to the Redemption Account on a redemption date or to be transferred to partially defease CFD Bonds, and the CFD Fiscal Agent will make such transfer on the applicable redemption or defeasance date, subject to the limitation in the preceding sentence.

(d) To the extent that the Reserve Account is at the Reserve Requirement as

of the first day of the final Bond Year for the CFD Bonds, amounts in the Reserve

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Account may be applied to pay the principal of and interest due on the CFD Bonds and any CFD Parity Bonds in the final Bond Year for such issue. Surplus Fund. After making the transfers described above, as soon as practicable after

each September 2, and in any event prior to each October 1, the CFD Fiscal Agent will transfer all remaining amounts in the Special Tax Fund to the Surplus Fund, unless on or prior to such date, it has received a Certificate of an Authorized Representative of the City directing that certain amounts be retained in the Special Tax Fund because the City has assumed such amounts would be available in the Special Tax Fund in calculating the amount of the levy of Special Taxes for such Fiscal Year.

Moneys deposited in the Surplus Fund will be transferred by the CFD Fiscal Agent at the

direction of an Authorized Representative of the City as follows:

(i) to the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund to pay the principal of and interest on the CFD Bonds when due in the event that moneys in the Special Tax Fund are insufficient therefor,

(ii) to the Reserve Account to restore the balance therein to the Reserve

Requirement, (iii) to the Administrative Expense Account of the Special Tax Fund to pay

Administrative Expenses to the extent that the amounts on deposit in the Administrative Expense Account of the Special Tax Fund are insufficient to pay Administrative Expenses, and

(iv) for any other lawful purpose of the City.

The amounts in the Surplus Fund are not pledged to the repayment of the CFD Bonds

and may be used by the City for any lawful purpose.

Investments.

Moneys held in any of the Funds, Accounts and Subaccounts under the CFD Fiscal Agent Agreement shall be invested at the written direction of the City in accordance with the limitations set forth below only in Authorized Investments which shall be deemed at all times to be a part of such Funds, Accounts and Subaccounts. Any loss resulting from such Authorized Investments shall be credited or charged to the Fund, Account or Subaccount from which such investment was made, and any investment earnings on amounts deposited in the Special Tax Fund and the Surplus Fund, and each Account therein, shall be deposited in those respective Funds and Accounts.

Moneys in the Funds, Accounts and Subaccounts held under the CFD Fiscal Agent

Agreement may be invested by the CFD Fiscal Agent as directed in writing by the City, from time to time, in Authorized Investments subject to the following restrictions:

(a) Moneys in the Interest Account, the Principal Account, and the

Redemption Account of the Special Tax Fund shall be invested only in Authorized Investments which will by their terms mature, or in the case of an Investment Agreement are available for withdrawal without penalty, on such dates so as to ensure the payment

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of principal of, premium, if any, and interest on the CFD Bonds as the same become due.

(b) Monies in the Reserve Account of the Special Tax Fund may be invested

only in Authorized Investments which, taken together, have a weighted average maturity not in excess of five years; provided that no such Authorized Investment of amounts in the Reserve Account allocable to the CFD Bonds shall mature later than the respective final maturity date of the CFD Bonds, as applicable.

(c) In the absence of written investment directions from the City, the CFD

Fiscal Agent shall invest solely in Authorized Investments specified in clause (h) of the definition thereof; provided, however, that any such investment shall be made by the CFD Fiscal Agent only if, prior to the date on which such investment is to be made, the CFD Fiscal Agent shall have received written investment directions from the City specifying a specific money market fund and, if no such written investment directions from the City is so received, the CFD Fiscal Agent shall hold such moneys uninvested. The CFD Fiscal Agent shall be entitled to rely upon any investment directions from the Authority as conclusive certification to the CFD Fiscal Agent that the investments described therein are so authorized under the laws of the State of California and qualify as Authorized Investments. The CFD Fiscal Agent shall sell, or present for redemption, any Authorized Investment

whenever it may be necessary to do so in order to provide moneys to meet any payment or transfer to such Funds and Accounts or from such Funds and Accounts. For the purpose of determining at any given time the balance in any such Funds and Accounts, any such investments constituting a part of such Funds and Accounts shall be valued at Fair Market Value. In making any valuations under the CFD Fiscal Agent Agreement, the CFD Fiscal Agent may utilize such computerized securities pricing services as may be available to it, including, without limitation, those available through its regular accounting system, and conclusively rely thereon. Notwithstanding anything in the CFD Fiscal Agent Agreement to the contrary, the CFD Fiscal Agent shall not be responsible for any loss from investments, sales or transfers undertaken in accordance with the provisions of the CFD Fiscal Agent Agreement.

Redemption of CFD Bonds.

Optional Redemption. The CFD Bonds are not subject to optional redemption. Mandatory Sinking Fund Redemption. The CFD Bonds are not subject to mandatory

sinking fund redemption. Extraordinary Redemption. The CFD Bonds are subject to extraordinary redemption as a

whole, or in part on a pro rata basis among maturities, on any Interest Payment Date, and shall be redeemed by the CFD Fiscal Agent, at the written direction of the City, from Prepayments deposited to the Redemption Account plus amounts transferred from the Reserve Account, at a redemption price at an amount specified in such direction equal to the principal amount to be redeemed, plus accrued interest to the date of redemption:

Selection of CFD Bonds for Redemption. If less than all of the CFD Bonds Outstanding

are to be redeemed, the portion of any Bond of a denomination of more than $5,000 to be redeemed shall be in the principal amount of $5,000 or an integral multiple thereof. In selecting

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portions of such CFD Bonds for redemption, the CFD Fiscal Agent shall treat such CFD Bonds as representing that number of CFD Bonds of $5,000 denominations which is obtained by dividing the principal amount of such CFD Bonds to be redeemed in part by $5,000. The CFD Fiscal Agent shall promptly notify the City in writing of the CFD Bonds, or portions thereof, selected for redemption.

Notice of Redemption. When CFD Bonds are due for redemption , the CFD Fiscal Agent

shall give notice, in the name of the City, of the redemption of such CFD Bonds. The City may instruct the CFD Fiscal Agent to specify in the redemption notice that such redemption may be subject to receipt of funds sufficient to accomplish the redemption. Such notice of redemption shall (a) specify the CUSIP numbers (if any), the bond numbers and the maturity date or dates of the CFD Bonds selected for redemption, except that where all of the CFD Bonds are subject to redemption, or all the CFD Bonds of one maturity, are to be redeemed, the bond numbers of such issue need not be specified; (b) state the date fixed for redemption and surrender of the CFD Bonds to be redeemed; (c) state the redemption price; (d) state the place or places where the CFD Bonds are to be redeemed; (e) in the case of CFD Bonds to be redeemed only in part, state the portion of such CFD Bond which is to be redeemed; (f) state the date of issue of the CFD Bonds as originally issued; (g) state the rate of interest borne by each CFD Bond being redeemed; and (h) state any other descriptive information needed to identify accurately the CFD Bonds being redeemed as shall be specified by the CFD Fiscal Agent. Such notice shall further state that on the date fixed for redemption, there shall become due and payable on each CFD Bond or portion thereof called for redemption, the principal thereof and interest accrued to the redemption date, and that from and after such date, interest thereon shall cease to accrue and be payable. At least 30 days but no more than 45 days prior to the redemption date, the CFD Fiscal Agent shall mail a copy of such notice, by first class mail, postage prepaid, to the respective Owners thereof at their addresses appearing on the Bond Register. The actual receipt by the Owner of any CFD Bond of notice of such redemption shall not be a condition precedent to redemption, and neither the failure to receive nor any defect in such notice shall affect the validity of the proceedings for the redemption of such CFD Bonds, or the cessation of interest on the redemption date. A certificate by the CFD Fiscal Agent that notice of such redemption has been given as in the CFD Fiscal Agent Agreement provided shall be conclusive as against all parties and the Owner shall not be entitled to show that he or she failed to receive notice of such redemption.

Any such redemption notice may specify that redemption on the specified date will be

subject to receipt by the City of moneys sufficient to cause such redemption, and neither the City nor the CFD Fiscal Agent shall have any liability to the Owners or any other party as a result of its failure to redeem the CFD Bonds as a result of insufficient moneys.

In addition to the foregoing notice, further notice shall be given by the CFD Fiscal Agent

as set out below, but only if the CFD Bonds are not owned by the Authority at the time the notice of redemption is given, provided that no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

Upon the payment of the redemption price of any CFD Bonds being redeemed, each

check or other transfer of funds issued for such purpose shall to the extent practicable bear the CUSIP number identifying, by issue and maturity, the CFD Bonds being redeemed with the proceeds of such check or other transfer.

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Certification of Independent Financial Consultant. The City shall not be authorized to redeem bonds pursuant to the Optional Redemption or Special Redemption provisions of the CFD Fiscal Agent Agreement unless it has provided the CFD Fiscal Agent with a certificate of an Independent Financial Consultant to the effect that the proposed redemption, assuming a corresponding redemption of the Authority Bonds, and assuming continuing payment of Special Taxes by property owners not then in default, will not adversely impact the availability of Revenues (as defined in the Authority Indenture) in an amount sufficient to pay debt service on the Authority Bonds, as scheduled.

Certain Covenants of the City. In addition to the covenants summarized in this Official Statement, the City has covenanted in the CFD Fiscal Agent Agreement as follows:

Tax Covenants.

Private Activity Bond Limitation. The City shall assure that the proceeds of the CFD Bonds are not so used as to cause the Authority Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code.

Federal Guarantee Prohibition. The City shall not take any action or permit or

suffer any action to be taken if the result of the same would be to cause any of the Authority Bonds to be “federally guaranteed” within the meaning of section 149(b) of the Code.

Rebate Requirement. The City shall take any and all actions necessary to assure

compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Authority Bonds.

No Arbitrage. The City shall not take, or permit or suffer to be taken by the CFD

Fiscal Agent or otherwise, any action with respect to the proceeds of the CFD Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the CFD Bonds would have caused the Authority Bonds to be “arbitrage bonds” within the meaning of section 148 of the Code.

Maintenance of Tax-Exemption. The City shall take all actions necessary to

assure the exclusion of interest on the Authority Bonds from the gross income of the Owners of the Authority Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Authority Bonds. In addition, the City shall not take any action or fail to take any action if the action or failure adversely affect the exclusion of interest on the Prior CFD Bonds from the gross income of the owners of the Prior CFD Bonds to the same extent as such interest was permitted to be excluded from gross income for federal income tax purposes on the date of issuance of the Prior CFD Bonds. Continuing Disclosure. The City covenants and agrees that it will comply with and carry

out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of the CFD Fiscal Agent Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Original

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Purchaser of the Authority Bonds and any holder or beneficial owner of the CFD Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Supplemental CFD Agreements or Orders Not Requiring Bondowner Consent.

The City may from time to time, and at any time, without notice to or consent of any of the owners of the CFD Bonds or the CFD Parity Bonds, adopt Supplemental CFD Agreements for any of the following purposes:

(a) to cure any ambiguity, to correct or supplement any provisions in the CFD

Fiscal Agent Agreement which may be inconsistent with any other provision in the CFD Fiscal Agent Agreement, or to make any other provision with respect to matters or questions arising under the CFD Fiscal Agent Agreement or in any additional resolution or order, provided that such action is not materially adverse to the interests of the owners of the CFD Bonds or the owners of any CFD Parity Bonds;

(b) to add to the covenants and agreements of and the limitations and the

restrictions upon the City contained in the CFD Fiscal Agent Agreement, other covenants, agreements, limitations and restrictions to be observed by the City which are not contrary to or inconsistent with the CFD Fiscal Agent Agreement as theretofore in effect or which further secure CFD Bond or CFD Parity Bond payments;

(c) to modify, amend or supplement the CFD Fiscal Agent Agreement in such

manner as to permit the qualification of the CFD Fiscal Agent Agreement under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially adversely affect the interests of the Owners of the CFD Bonds then Outstanding; or

(d) to modify, alter or amend the rate and method of apportionment of the

Special Taxes in any manner so long as such changes do not reduce the maximum Special Taxes that may be levied in each year on property within the CFD to an amount which is less than 110% of the principal and interest due in each corresponding future Bond Year with respect to the CFD Bonds Outstanding as of the date of such amendment; or

(e) to modify, alter, amend or supplement the CFD Fiscal Agent Agreement

in any other respect which is not materially adverse to the owners of the CFD Bonds and any Outstanding CFD Parity Bonds; or

(f) to make such additions, deletions or modifications as may be necessary

or desirable to assure exemption from federal income taxation of interest on the Authority Bonds.

Supplemental CFD Agreements or Orders Requiring Bondowner Consent. Exclusive of the Supplemental CFD Agreements described in above, the Owners of not

less than a majority in aggregate principal amount of the CFD Bonds Outstanding shall have the right to consent to and approve the adoption by the City of such Supplemental CFD Agreements

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as shall be deemed necessary or desirable by the City for the purpose of waiving, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the CFD Fiscal Agent Agreement; provided, however, that nothing in the CFD Fiscal Agent Agreement shall permit, or be construed as permitting, (a) an extension of the maturity date of the principal, or the payment date of interest on, any CFD Bond, (b) a reduction in the principal amount of any CFD Bond or the rate of interest thereon, (c) a preference or priority of any CFD Bond over any other CFD Bond, or (d) a reduction in the aggregate principal amount of the CFD Bonds the Owners of which are required to consent to such Supplemental CFD Agreement, without the consent of the Owners of all CFD Bonds then Outstanding. The CFD Fiscal Agent may in its discretion, but shall not be obligated to, enter into any such Supplemental Indentures authorized by the CFD Fiscal Agent Agreement which adversely affects the Fiscal Agent's own rights, duties or immunities under the CFD Fiscal Agent Agreement or otherwise.

If at any time the City shall desire to adopt a Supplemental CFD Agreement, which shall

require the consent of the owners of the CFD Bonds and any Outstanding CFD Parity Bonds, the City shall so notify the CFD Fiscal Agent and shall deliver to the CFD Fiscal Agent a copy of the proposed Supplemental CFD Agreement. The CFD Fiscal Agent shall, at the expense of the City, cause notice of the proposed Supplemental CFD Agreement to be mailed, by first class mail, postage prepaid, to all owners of the CFD Bonds at their addresses as they appear in the Bond Register. Such notice shall briefly set forth the nature of the proposed Supplemental CFD Agreement and shall state that a copy thereof is on file at the office of the CFD Fiscal Agent for inspection by all owners of the CFD Bonds. The failure of any owners of the CFD Bonds to receive such notice shall not affect the validity of such Supplemental CFD Agreement when consented to and approved by the Owners of not less than a majority in aggregate principal amount of the CFD Bonds and CFD Parity Bonds Outstanding. Whenever at any time within one year after the date of the first mailing of such notice, the CFD Fiscal Agent shall receive an instrument or instruments purporting to be executed by the Owners of not less than a majority in aggregate principal amount of the CFD Bonds Outstanding, which instrument or instruments shall refer to the proposed Supplemental CFD Agreement described in such notice, and shall specifically consent to and approve the adoption thereof by the City substantially in the form of the copy referred to in such notice as on file with the CFD Fiscal Agent, such proposed Supplemental CFD Agreement, when duly adopted by the City, shall thereafter become a part of the proceedings for the issuance of the CFD Bonds. In determining whether the Owners of a majority of the aggregate principal amount of the CFD Bonds have consented to the adoption of any Supplemental CFD Agreement, CFD Bonds which are owned by the City or by any person directly or indirectly controlling or controlled by or under the direct or indirect common control with the City, shall be disregarded and shall be treated as though they were not Outstanding for the purpose of any such determination.

Upon the adoption of any Supplemental CFD Agreement and the receipt of consent to

any such Supplemental CFD Agreement from the Owners of not less than a majority in aggregate principal amount of the Outstanding CFD Bonds in instances where such consent is required pursuant to the CFD Fiscal Agent Agreement, the CFD Fiscal Agent Agreement shall be, and shall be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under the CFD Fiscal Agent Agreement of the City and all Owners of Outstanding CFD Bonds shall thereafter be determined, exercised and enforced under the CFD Fiscal Agent Agreement, subject in all respects to such modifications and amendments.

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Certain Provisions Relating to the CFD Fiscal Agent for the CFD Bonds.

Removal of CFD Fiscal Agent. The City may at any time at its sole discretion remove the CFD Fiscal Agent initially appointed, and any successor thereto, by delivering to the CFD Fiscal Agent a written notice of its decision to remove the CFD Fiscal Agent and may appoint a successor or successors thereto; provided that any such successor shall be a bank, national banking association or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $75,000,000, and subject to supervision or examination by federal or state authority. Any removal shall become effective only upon acceptance of appointment by the successor CFD Fiscal Agent. If any bank, national banking association or trust company appointed as a successor publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then the combined capital and surplus of such bank, national banking association or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any removal of the CFD Fiscal Agent and appointment of a successor CFD Fiscal Agent shall become effective only upon acceptance of appointment by the successor CFD Fiscal Agent and notice being sent by the successor CFD Fiscal Agent to the owners of the CFD Bonds and any Outstanding CFD Parity Bonds of the successor CFD Fiscal Agent’s identity and address.

Resignation of CFD Fiscal Agent. The CFD Fiscal Agent may at any time resign by

giving written notice to the City and by giving to the Owners notice of such resignation, which notice shall be mailed to the Owners at their addresses appearing in the registration books in the office of the CFD Fiscal Agent. Upon receiving such notice of resignation, the City shall promptly appoint a successor CFD Fiscal Agent satisfying the criteria in the CFD Fiscal Agent Agreement by an instrument in writing. Any resignation or removal of the CFD Fiscal Agent and appointment of a successor CFD Fiscal Agent shall become effective only upon acceptance of appointment by the successor CFD Fiscal Agent.

Liability of CFD Fiscal Agent. The CFD Fiscal Agent shall have no duty or obligation

whatsoever to enforce the collection of Special Taxes or other funds to be deposited with it under the CFD Fiscal Agent Agreement, or as to the correctness of any amounts received, but its liability shall be limited to the proper accounting for such funds as it shall actually receive. No provision in the CFD Fiscal Agent Agreement shall require the CFD Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under the CFD Fiscal Agent Agreement, or in the exercise of its rights or powers.

Defeasance.

If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Owner of an Outstanding Bond the interest due thereon and the principal thereof, at the times and in the manner stipulated in the CFD Fiscal Agent Agreement or any Supplemental CFD Agreement, then the Owner of such CFD Bond shall cease to be entitled to the pledge of Net Taxes, and, other than as set forth below, all covenants, agreements and other obligations of the City to the Owner of such CFD Bond under the CFD Fiscal Agent Agreement shall thereupon cease, terminate and become void and be discharged and satisfied. In the event of a defeasance of all Outstanding CFD Bonds, the CFD Fiscal Agent shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the CFD Fiscal Agent shall pay over or deliver to the City’s general fund all money or securities held by it

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pursuant to the CFD Fiscal Agent Agreement which are not required for the payment of the principal of and interest due on such CFD Bonds.

Any Outstanding CFD Bond shall be deemed to have been paid within the meaning

expressed in the preceding paragraph if such CFD Bond is paid in any one or more of the following ways:

(a) by paying or causing to be paid the principal of and interest on such CFD

Bond or CFD Parity Bond, as and when the same become due and payable; (b) by depositing with the CFD Fiscal Agent, in trust, at or before maturity,

money which, together with the amounts then on deposit in the Special Tax Fund (exclusive of the Administrative Expense Account) and available for such purpose, is fully sufficient to pay the principal of and interest on such CFD Bond, as and when the same shall become due and payable; or

(c) by depositing with the CFD Fiscal Agent or another escrow bank

appointed by the City, in trust, Federal Securities, in which the City may lawfully invest its money, in such amount as will be sufficient, together with the interest to accrue thereon and moneys then on deposit in the Special Tax Fund (exclusive of the Administrative Expense Account) and available for such purpose, together with the interest to accrue thereon, to pay and discharge the principal of and interest on such CFD Bond, as and when the same shall become due and payable;

then, at the election of the City, and notwithstanding that any Outstanding CFD Bonds shall not have been surrendered for payment, all obligations of the City under the CFD Fiscal Agent Agreement and any Supplemental CFD Agreement with respect to such CFD Bond shall cease and terminate, except for the obligation of the CFD Fiscal Agent to pay or cause to be paid to the Owners of any such CFD Bond not so surrendered and paid, all sums due thereon. Notice of such election shall be filed with the CFD Fiscal Agent not less than ten days prior to the proposed defeasance date, or such shorter period of time as may be acceptable to the CFD Fiscal Agent. In connection with a defeasance under (b) or (c) above, there shall be provided to the City a verification report from an independent nationally recognized certified public accountant stating its opinion as to the sufficiency of the moneys or securities deposited with the CFD Fiscal Agent or the escrow bank to pay and discharge the principal of and interest on all Outstanding CFD Bonds to be defeased, as and when the same shall become due and payable, and an opinion of Bond Counsel (which may rely upon the opinion of the certified public accountant) to the effect that the CFD Bonds being defeased have been legally defeased in accordance with the CFD Fiscal Agent Agreement and any applicable Supplemental CFD Agreement.

Upon a defeasance, the CFD Fiscal Agent, upon request of the City, shall release the

rights of the Owners of such CFD Bonds which have been defeased under the CFD Fiscal Agent Agreement and any Supplemental CFD Agreement and execute and deliver to the City all such instruments as may be desirable to evidence such release, discharge and satisfaction. In the case of a defeasance under the CFD Fiscal Agent Agreement of all Outstanding CFD Bonds, the CFD Fiscal Agent shall pay over or deliver to the City any funds held by the CFD Fiscal Agent at the time of a defeasance, which are not required for the purpose of paying and discharging the principal of or interest on the CFD Bonds when due. The CFD Fiscal Agent shall, at the written direction of the City, mail, first class, postage prepaid, a notice to the owners

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whose CFD Bonds have been defeased, in the form directed by the City, stating that the defeasance has occurred.

Defeasance shall be accomplished only with an irrevocable deposit in escrow of certain

investments referred to in the CFD Fiscal Agent Agreement. Further substitutions of securities in the escrow are not permitted. The deposit in the escrow must be sufficient, without reinvestment, to pay all principal and interest as schedule on the CFD Bonds to and including the date of redemption. Any security used for defeasance must provide for the timely payment of principal and interest and cannot be callable or prepayable prior to maturity or earlier redemption of the rated debt (excluding securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date).

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The maturity schedule for the CFD Bonds is set forth below:

Maturity Date (September 2)

Principal Amount

Interest Rate Per Annum

2014 $545,000 3.000% 2015 790,000 3.000 2016 810,000 4.000 2017 845,000 4.000 2018 870,000 4.000 2019 920,000 5.000 2020 950,000 5.000

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FISCAL AGENT AGREEMENT RELATING TO THE CFD 99-1 BONDS

The following is a summary of certain provisions of the CFD Fiscal Agent Agreement

relating to the CFD Bonds not otherwise described in the text of this Official Statement. Such summary is not intended to be definitive, and reference is made to the full text of the CFD Fiscal Agent Agreement for the complete terms thereof.

Certain Definitions: Unless otherwise indicated, capitalized terms used below but not defined below have the same meaning given those terms in Indenture of Trust relating to the Bonds.

“Administrative Expenses” means any or all of the following:

(a) the expenses directly related to the administration of the CFD, including, but not limited to, the costs of computing the Special Taxes and preparing the annual Special Tax collection schedules (whether by the City or a designee thereof or both); the costs of collecting the Special Taxes (whether by the County, the City or otherwise); the costs of remitting the Special Taxes to the CFD Fiscal Agent; the costs associated with preparing Special Tax disclosure statements and responding to the public inquiries regarding the Special Taxes; the costs of the City, the CFD or any designee thereof related to an appeal of the Special Tax;

(b) the costs of the CFD Fiscal Agent (including its legal counsel) in the

discharge of the duties of the CFD Fiscal Agent pertaining to the CFD Bonds required under the CFD Fiscal Agent Agreement and any Supplemental CFD Agreement;

(c) the costs of the City or any designee thereof of complying with the City, the

CFD, the Authority or obligated person disclosure requirements associated with applicable federal or state securities laws of the Act pertaining to the bonds;

(d) the Authority Administrative Expenses; (e) any amounts required to be rebated to the federal government; and (f) all other costs and expenses of the City (including, but not limited to, an

allocable share of the salaries of the City staff directly related to the foregoing, a proportionate amount of City general administrative overhead related to the foregoing, and amounts advanced by the City for any administrative purpose of the CFD, including costs related to prepayments of Special Taxes, recordings related to such prepayments and satisfaction of Special Taxes, amounts advanced to ensure maintenance of tax exemption, and the costs of prosecuting foreclosure of delinquent Special Taxes, which amounts advanced are subject to reimbursement from other sources, including proceeds of foreclosure) and the CFD Fiscal Agent incurred in connection with the discharge of their respective duties under the CFD Fiscal Agent Agreement and in any way related to the administration of the CFD and all actual costs and expenses incurred in connection with the administration of the CFD Bonds. “Administrative Expenses Cap” means (i) for fiscal year 2014-15, $8,000.00, and (ii) for

each subsequent year, an amount equal to the preceding fiscal year’s Administrative Expenses Cap plus an additional 2% of such amount.

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“Annual Debt Service” means the principal amount of any Outstanding CFD Bonds

payable in a Bond Year at maturity and any interest payable on any Outstanding CFD Bonds in such Bond Year, if the CFD Bonds are retired as scheduled.

“Authorized Investments” means any of the following which at the time of investment are

legal investments under the laws of the State of California for the moneys proposed to be invested therein, but only to the extent that the same are acquired at Fair Market Value:

(a) Federal Securities; (b) any of the following direct or indirect obligations of the following

agencies of the United States of America: (i) direct obligations of the Export-Import Bank; (ii) certificates of beneficial ownership issued by the Farmers Home Administration; (iii) participation certificates issued by the General Services Administration; (iv) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal Housing Administration; (v) project notes issued by the United States Department of Housing and Urban Development; and (vi) public housing notes and bonds guaranteed by the United States of America;

(c) interest-bearing demand or time deposits (including certificates of

deposit) or deposit accounts in federal or state chartered savings and loan associations or in federal or State of California banks (including the Fiscal Agent and its affiliates), provided that (i) the unsecured short-term obligations of such commercial bank or savings and loan association shall be rated in the highest short-term rating category by any Rating Agency or (ii) such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation;

(d) commercial paper rated at the time of purchase in the highest short-

term rating category by any Rating Agency, issued by corporations which are organized and operating within the United States of America, and which matures not more than 180 days following the date of investment therein;

(e) bankers acceptances, consisting of bills of exchange or time drafts

drawn on and accepted by a commercial bank whose short-term obligations are rated in the highest short-term rating category by any Rating Agency or whose long-term obligations are rated A or better by each such Rating Agency, which mature not more than 270 days following the date of investment therein;

(f) obligations the interest on which is excludable from gross income

pursuant to Section 103 of the Tax Code and which are either (a) rated A or better by any Rating Agency or (b) fully secured as to the payment of principal and interest by Federal Securities;

(g) obligations issued by any corporation organized and operating within

the United States of America having assets in excess of Five Hundred Million Dollars ($500,000,000), which obligations are rated A or better by any Rating Agency;

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(h) money market funds (including money market funds for which the

Fiscal Agent, its affiliates or subsidiaries provide investment advisory or other management services) which invest in Federal Securities or which are rated in the highest rating category by any Rating Agency;

(i) any investment agreement, repurchase agreement or other

investment instrument which represents the general unsecured obligations of a bank, investment banking firm or other financial institution whose long-term obligations are rated at the time of the delivery of the investment agreement, repurchase agreement or other investment instrument A or better by any Rating Agency; and

(j) the Local Agency Investment Fund of the State, created pursuant to

Section 16429.1 of the California Government Code. “Authorized Representative of the City” means the Mayor, City Manager, Finance

Director or City Clerk, or any other person or persons designated by a written certificate signed on behalf of the City by the City Manager or Finance Director of the City and containing the specimen signature of each such person.

“Bond Register” means the books that the CFD Fiscal Agent shall keep or cause to be

kept on which the registration and transfer of the CFD Bonds shall be recorded. “Bondowner” or “Owner” means the person or persons in whose name or names any

CFD Bond is registered. “Bond Year” means the twelve month period commencing on September 2 of each year

and ending on September 1 of the following year, except that the first Bond Year for the CFD Bonds shall begin on the Delivery Date and end on the first September 1 which is not more than 12 months after the Delivery Date.

“Certificate of an Authorized Representative” means a written certificate or warrant

request executed by an Authorized Representative of the City. “Finance Director” means the official of the City, or such official’s designee, who acts in

the capacity as the chief financial officer of the City, including the controller or other financial officer.

“Gross Taxes” means the proceeds of the Special Taxes received by the City, including

any scheduled payments and any prepayments thereof, interest thereon and proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the Special Taxes to the amount of said lien and interest thereon. “Gross Taxes” does not include any penalties collected in connection with delinquent Special Taxes or any interest in excess of the interest due on the CFD Bonds.

“Independent Financial Consultant” means a financial consultant or firm of such

consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the City, who, or each of whom:

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(1) is in fact independent and not under the domination of the City; (2) does not have any substantial interest, direct or indirect, in the City; and (3) is not connected with the City as a member, officer or employee of the City, but

who may be regularly retained to make annual or other reports to the City. “Maximum Annual Debt Service” means the maximum sum obtained for any Bond Year

prior to the final maturity of the CFD Bonds by adding the following for each Bond Year:

(1) the principal amount of all Outstanding CFD Bonds payable in such Bond Year at maturity; and

(2) the interest payable on the aggregate principal amount of all CFD Bonds

Outstanding in such Bond Year if the CFD Bonds are retired as scheduled. “Net Taxes” means Gross Taxes minus amounts set aside to pay Administrative

Expenses. “Ordinance” means any ordinance of the City levying the Special Taxes in the CFD. “Outstanding” or “Outstanding CFD Bonds” means all CFD Bonds theretofore issued by

the City, except:

(1) CFD Bonds theretofore cancelled or surrendered for cancellation in accordance with the CFD Fiscal Agent Agreement;

(2) CFD Bonds for payment or redemption of which monies shall have been

theretofore deposited in trust (whether upon or prior to the maturity or the redemption date of such CFD Bonds), provided that, if such CFD Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in the CFD Fiscal Agent Agreement; and

(3) CFD Bonds which have been surrendered to the CFD Fiscal Agent for

transfer or exchange pursuant to the CFD Fiscal Agent Agreement or for which a replacement has been issued pursuant to the CFD Fiscal Agent Agreement or any Supplemental CFD Agreement. “Prepayments” means any amounts paid by the City to the CFD Fiscal Agent and

designated by the City as a prepayment of Special Taxes for one or more parcels in the CFD made in accordance with the Rate and Method of Apportionment of Special Taxes attached to the Resolution of Formation.

“Reserve Requirement” means, as of any date of calculation, an amount equal to 50% of

Maximum Annual Debt Service on the Outstanding CFD Bonds. “Resolution of Formation” means the resolution adopted by the City Council of the City

pursuant to which the City formed the CFD.

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“Special Taxes” means the taxes authorized to be levied by the City on property within the CFD in accordance with the Ordinance, the Resolution of Formation, the CFD Act and the voter approval obtained at an election in the CFD. Maturity Schedule for the CFD Bonds. The maturity schedule for the CFD Bonds is set forth on the final page of the summary of the CFD Fiscal Agent Agreement. Security for the CFD Bonds.

Pursuant to the CFD Act and the CFD Fiscal Agent Agreement, the CFD Bonds shall be equally payable from the Net Taxes and other amounts in the Special Tax Fund (exclusive of the Administrative Expense Account), without priority for number, date of the CFD Bonds, date of sale, date of execution, or date of delivery, and the payment of the interest on and principal of the CFD Bonds , shall be exclusively paid from the Net Taxes and other amounts in the Special Tax Fund (exclusive of the Administrative Expense Account), which are set aside by the CFD Fiscal Agent Agreement for the payment of the CFD Bonds.

Amounts in the Special Tax Fund (other than the Administrative Expense Account

therein) shall constitute a trust fund held for the benefit of the Owners to be applied to the payment of the interest on and principal of the CFD Bonds and so long as any of the CFD Bonds or interest thereon remain Outstanding shall not be used for any other purpose, except as permitted by the CFD Fiscal Agent Agreement or any Supplemental CFD Agreement. Notwithstanding any provision contained in the CFD Fiscal Agent Agreement to the contrary, Net Taxes deposited in the Rebate Fund and the Surplus Fund shall no longer be considered to be pledged to the CFD Bonds, and none of the Surplus Fund, or the Administrative Expense Account of the Special Tax Fund shall be construed as a trust fund held for the benefit of the Owners.

Nothing in the CFD Fiscal Agent Agreement or any Supplemental CFD Agreement shall

preclude the redemption prior to maturity of any CFD Bonds subject to call and redemption and payment of said CFD Bonds from proceeds of refunding bonds issued under the CFD Act as the same now exists or as hereafter amended, or under any other law of the State of California.

Deposits and Uses of Special Taxes.

Special Tax Fund. Except for the portion of any Prepayment to be deposited to the

Redemption Account, the CFD Fiscal Agent shall, on each date on which the Special Taxes are received from the City, deposit the Special Taxes in the Special Tax Fund to be held in trust for the Owners. The CFD Fiscal Agent shall transfer the Special Taxes on deposit in the Special Tax Fund in the following order of priority, to:

(1) The Administrative Expense Account of the Special Tax Fund; (2) The Interest Account of the Special Tax Fund; (3) The Principal Account of the Special Tax Fund; (4) The Redemption Account of the Special Tax Fund;

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(5) The Reserve Account of the Special Tax Fund; and (6) The Surplus Fund.

Administrative Expense Account of the Special Tax Fund. The CFD Fiscal Agent shall

transfer from the Special Tax Fund and deposit in the Administrative Expense Account of the Special Tax Fund from time to time amounts necessary to make timely payment of Administrative Expenses; provided, however, that the total amount transferred in a Bond Year shall not exceed the Administrative Expenses Cap until such time as there has been deposited to the Interest Account and the Principal Account an amount, together with any amounts already on deposit therein, that is sufficient to pay the interest and principal on all CFD Bonds due in such Bond Year and to restore the Reserve Fund to the Reserve Requirement. Notwithstanding the foregoing, amounts in excess of the Administrative Expenses Cap may be transferred to the Administrative Expense Account prior to the transfers to the Interest Account, the Principal Account and the Redemption Account to the extent necessary to collect delinquent Special Taxes.

Following the required transfers of amounts sufficient to pay the interest and principal on

all CFD Bonds due in a Bond Year and to restore the Reserve Fund to the Reserve Requirement, an Authorized Representative of the City may direct the CFD Fiscal Agent, in writing, to transfer additional amounts from the Special Tax Fund to the Administrative Expense Account. Moneys in the Administrative Expense Account of the Special Tax Fund may be invested in any Authorized Investments as directed in writing by an Authorized Representative of the City and shall be disbursed as directed in a Certificate of an Authorized Representative.

Interest Account and Principal Account of the Special Tax Fund. The principal of and

interest due on the CFD Bonds until maturity, other than principal due upon redemption, shall be paid by the CFD Fiscal Agent from the Principal Account and the Interest Account of the Special Tax Fund, respectively. For the purpose of assuring that the payment of principal of and interest on the CFD Bonds will be made when due, after making the transfer to the Administrative Expense Account, at least five Business Days prior to each March 2 and September 2, the CFD Fiscal Agent shall transfer from the Special Tax Fund, first to the Interest Account and then to the Principal Account, the amount required to pay interest on and principal of the CFD Bonds on the immediately succeeding March 2 or September 2; provided, however, that to the extent that deposits have been made in the Interest Account or the Principal Account from the proceeds of the sale of an issue of the CFD Bonds or otherwise, the transfer from the Special Tax Fund need not be made; and provided, further, that, if amounts in the Special Tax Fund (exclusive of the Reserve Account) are inadequate to make the foregoing transfers, then any deficiency shall be made up by transfers from the Reserve Account.

Redemption Account of the Special Tax Fund. Moneys set aside in the Redemption

Account shall be used solely for the purpose of redeeming CFD Bonds and shall be applied on or after the redemption date to the payment of principal of the CFD Bonds to be redeemed upon presentation and surrender of such CFD Bonds and in the case of an extraordinary redemption from Prepayments to pay the interest thereon; provided, however, that in lieu or partially in lieu of such call and redemption, moneys deposited in the Redemption Account, other than Prepayments, may be used to purchase Outstanding CFD Bonds in the manner in the CFD Fiscal Agent Agreement after provided. Purchases of Outstanding CFD Bonds may be made by the City at public or private sale as and when and at such prices as the City may in its discretion

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determine but only at prices (including brokerage or other expenses) not more than par plus accrued interest,. Any accrued interest payable upon the purchase of CFD Bonds may be paid from the amount reserved in the Interest Account of the Special Tax Fund for the payment of interest on the next following Interest Payment Date.

Reserve Account. If funded, the amounts in the Reserve Account shall be applied as

follows:

(a) Moneys in the Reserve Account will be used solely for the purpose of paying the principal of and interest on the CFD Bonds when due in the event that the moneys in the Interest Account and the Principal Account of the Special Tax Fund are insufficient therefor. If the amounts in the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund are insufficient to pay the principal of, or interest on any CFD Bonds when due, the CFD Fiscal Agent will withdraw from the Reserve Account for deposit in the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund, as applicable, moneys necessary for such purposes.

(b) Whenever moneys are withdrawn from the Reserve Account, after

making the required transfers described above, the CFD Fiscal Agent will transfer to the Reserve Account from available moneys in the Special Tax Fund, or from any other legally available funds which the City elects to apply to such purpose, the amount needed to restore the amount of such Reserve Account to the Reserve Requirement. Moneys in the Special Tax Fund will be deemed available for transfer to the Reserve Account only if the CFD Fiscal Agent determines that such amounts will not be needed to make the deposits required to be made to the Administrative Expenses Account, as directed by the City, the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund on or before the next September 2. If amounts in the Special Tax Fund together with any other amounts transferred to replenish the Reserve Account are inadequate to restore the Reserve Account to the Reserve Requirement, then the City will include the amount necessary fully to restore the Reserve Account to the Reserve Requirement in the next annual Special Tax levy to the extent of the maximum permitted Special Tax rates. Whenever, on any Interest Payment Date, the amount in the Reserve Account exceeds the then applicable Reserve Requirement, the CFD Fiscal Agent shall, except as otherwise provided in CFD Fiscal Agent Agreement for purposes of rebate, transfer on or before such Interest Payment Date an amount equal to the excess from the Reserve Fund to the Redemption Account.

(c) In connection with a redemption of CFD Bonds, or a partial defeasance of

CFD Bonds amounts in the Reserve Account may be applied to such redemption or partial defeasance so long as the amount on deposit in the Reserve Account following such redemption or partial defeasance equals the Reserve Requirement. The City will set forth in a Certificate of an Authorized Representative the amount in the Reserve Account to be transferred to the Redemption Account on a redemption date or to be transferred to partially defease CFD Bonds, and the CFD Fiscal Agent will make such transfer on the applicable redemption or defeasance date, subject to the limitation in the preceding sentence.

(d) To the extent that the Reserve Account is at the Reserve Requirement as

of the first day of the final Bond Year for the CFD Bonds, amounts in the Reserve

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Account may be applied to pay the principal of and interest due on the CFD Bonds and any CFD Parity Bonds in the final Bond Year for such issue. Surplus Fund. After making the transfers described above, as soon as practicable after

each September 2, and in any event prior to each October 1, the CFD Fiscal Agent will transfer all remaining amounts in the Special Tax Fund to the Surplus Fund, unless on or prior to such date, it has received a Certificate of an Authorized Representative of the City directing that certain amounts be retained in the Special Tax Fund because the City has assumed such amounts would be available in the Special Tax Fund in calculating the amount of the levy of Special Taxes for such Fiscal Year.

Moneys deposited in the Surplus Fund will be transferred by the CFD Fiscal Agent at the

direction of an Authorized Representative of the City as follows:

(i) to the Interest Account, the Principal Account or the Redemption Account of the Special Tax Fund to pay the principal of and interest on the CFD Bonds when due in the event that moneys in the Special Tax Fund are insufficient therefor,

(ii) to the Reserve Account to restore the balance therein to the Reserve

Requirement, (iii) to the Administrative Expense Account of the Special Tax Fund to pay

Administrative Expenses to the extent that the amounts on deposit in the Administrative Expense Account of the Special Tax Fund are insufficient to pay Administrative Expenses, and

(iv) for any other lawful purpose of the City.

The amounts in the Surplus Fund are not pledged to the repayment of the CFD Bonds

and may be used by the City for any lawful purpose.

Investments.

Moneys held in any of the Funds, Accounts and Subaccounts under the CFD Fiscal Agent Agreement shall be invested at the written direction of the City in accordance with the limitations set forth below only in Authorized Investments which shall be deemed at all times to be a part of such Funds, Accounts and Subaccounts. Any loss resulting from such Authorized Investments shall be credited or charged to the Fund, Account or Subaccount from which such investment was made, and any investment earnings on amounts deposited in the Special Tax Fund and the Surplus Fund, and each Account therein, shall be deposited in those respective Funds and Accounts.

Moneys in the Funds, Accounts and Subaccounts held under the CFD Fiscal Agent

Agreement may be invested by the CFD Fiscal Agent as directed in writing by the City, from time to time, in Authorized Investments subject to the following restrictions:

(a) Moneys in the Interest Account, the Principal Account, and the

Redemption Account of the Special Tax Fund shall be invested only in Authorized Investments which will by their terms mature, or in the case of an Investment Agreement are available for withdrawal without penalty, on such dates so as to ensure the payment

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of principal of, premium, if any, and interest on the CFD Bonds as the same become due.

(b) Monies in the Reserve Account of the Special Tax Fund may be invested

only in Authorized Investments which, taken together, have a weighted average maturity not in excess of five years; provided that no such Authorized Investment of amounts in the Reserve Account allocable to the CFD Bonds shall mature later than the respective final maturity date of the CFD Bonds, as applicable.

(c) In the absence of written investment directions from the City, the CFD

Fiscal Agent shall invest solely in Authorized Investments specified in clause (h) of the definition thereof; provided, however, that any such investment shall be made by the CFD Fiscal Agent only if, prior to the date on which such investment is to be made, the CFD Fiscal Agent shall have received written investment directions from the City specifying a specific money market fund and, if no such written investment directions from the City is so received, the CFD Fiscal Agent shall hold such moneys uninvested. The CFD Fiscal Agent shall be entitled to rely upon any investment directions from the Authority as conclusive certification to the CFD Fiscal Agent that the investments described therein are so authorized under the laws of the State of California and qualify as Authorized Investments. The CFD Fiscal Agent shall sell, or present for redemption, any Authorized Investment

whenever it may be necessary to do so in order to provide moneys to meet any payment or transfer to such Funds and Accounts or from such Funds and Accounts. For the purpose of determining at any given time the balance in any such Funds and Accounts, any such investments constituting a part of such Funds and Accounts shall be valued at Fair Market Value. In making any valuations under the CFD Fiscal Agent Agreement, the CFD Fiscal Agent may utilize such computerized securities pricing services as may be available to it, including, without limitation, those available through its regular accounting system, and conclusively rely thereon. Notwithstanding anything in the CFD Fiscal Agent Agreement to the contrary, the CFD Fiscal Agent shall not be responsible for any loss from investments, sales or transfers undertaken in accordance with the provisions of the CFD Fiscal Agent Agreement.

Redemption of CFD Bonds.

Optional Redemption. The CFD Bonds are not subject to optional redemption. Mandatory Sinking Fund Redemption. The CFD Bonds are not subject to mandatory

sinking fund redemption. Extraordinary Redemption. The CFD Bonds are subject to extraordinary redemption as a

whole, or in part on a pro rata basis among maturities, on any Interest Payment Date, and shall be redeemed by the CFD Fiscal Agent, at the written direction of the City, from Prepayments deposited to the Redemption Account plus amounts transferred from the Reserve Account, at a redemption price at an amount specified in such direction equal to the principal amount to be redeemed, plus accrued interest to the date of redemption:

Selection of CFD Bonds for Redemption. If less than all of the CFD Bonds Outstanding

are to be redeemed, the portion of any Bond of a denomination of more than $5,000 to be redeemed shall be in the principal amount of $5,000 or an integral multiple thereof. In selecting

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portions of such CFD Bonds for redemption, the CFD Fiscal Agent shall treat such CFD Bonds as representing that number of CFD Bonds of $5,000 denominations which is obtained by dividing the principal amount of such CFD Bonds to be redeemed in part by $5,000. The CFD Fiscal Agent shall promptly notify the City in writing of the CFD Bonds, or portions thereof, selected for redemption.

Notice of Redemption. When CFD Bonds are due for redemption , the CFD Fiscal Agent

shall give notice, in the name of the City, of the redemption of such CFD Bonds. The City may instruct the CFD Fiscal Agent to specify in the redemption notice that such redemption may be subject to receipt of funds sufficient to accomplish the redemption. Such notice of redemption shall (a) specify the CUSIP numbers (if any), the bond numbers and the maturity date or dates of the CFD Bonds selected for redemption, except that where all of the CFD Bonds are subject to redemption, or all the CFD Bonds of one maturity, are to be redeemed, the bond numbers of such issue need not be specified; (b) state the date fixed for redemption and surrender of the CFD Bonds to be redeemed; (c) state the redemption price; (d) state the place or places where the CFD Bonds are to be redeemed; (e) in the case of CFD Bonds to be redeemed only in part, state the portion of such CFD Bond which is to be redeemed; (f) state the date of issue of the CFD Bonds as originally issued; (g) state the rate of interest borne by each CFD Bond being redeemed; and (h) state any other descriptive information needed to identify accurately the CFD Bonds being redeemed as shall be specified by the CFD Fiscal Agent. Such notice shall further state that on the date fixed for redemption, there shall become due and payable on each CFD Bond or portion thereof called for redemption, the principal thereof and interest accrued to the redemption date, and that from and after such date, interest thereon shall cease to accrue and be payable. At least 30 days but no more than 45 days prior to the redemption date, the CFD Fiscal Agent shall mail a copy of such notice, by first class mail, postage prepaid, to the respective Owners thereof at their addresses appearing on the Bond Register. The actual receipt by the Owner of any CFD Bond of notice of such redemption shall not be a condition precedent to redemption, and neither the failure to receive nor any defect in such notice shall affect the validity of the proceedings for the redemption of such CFD Bonds, or the cessation of interest on the redemption date. A certificate by the CFD Fiscal Agent that notice of such redemption has been given as in the CFD Fiscal Agent Agreement provided shall be conclusive as against all parties and the Owner shall not be entitled to show that he or she failed to receive notice of such redemption.

Any such redemption notice may specify that redemption on the specified date will be

subject to receipt by the City of moneys sufficient to cause such redemption, and neither the City nor the CFD Fiscal Agent shall have any liability to the Owners or any other party as a result of its failure to redeem the CFD Bonds as a result of insufficient moneys.

In addition to the foregoing notice, further notice shall be given by the CFD Fiscal Agent

as set out below, but only if the CFD Bonds are not owned by the Authority at the time the notice of redemption is given, provided that no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.

Upon the payment of the redemption price of any CFD Bonds being redeemed, each

check or other transfer of funds issued for such purpose shall to the extent practicable bear the CUSIP number identifying, by issue and maturity, the CFD Bonds being redeemed with the proceeds of such check or other transfer.

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Certification of Independent Financial Consultant. The City shall not be authorized to redeem bonds pursuant to the Optional Redemption or Special Redemption provisions of the CFD Fiscal Agent Agreement unless it has provided the CFD Fiscal Agent with a certificate of an Independent Financial Consultant to the effect that the proposed redemption, assuming a corresponding redemption of the Authority Bonds, and assuming continuing payment of Special Taxes by property owners not then in default, will not adversely impact the availability of Revenues (as defined in the Authority Indenture) in an amount sufficient to pay debt service on the Authority Bonds, as scheduled.

Certain Covenants of the City. In addition to the covenants summarized in this Official Statement, the City has covenanted in the CFD Fiscal Agent Agreement as follows:

Tax Covenants.

Private Activity Bond Limitation. The City shall assure that the proceeds of the CFD Bonds are not so used as to cause the Authority Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code.

Federal Guarantee Prohibition. The City shall not take any action or permit or

suffer any action to be taken if the result of the same would be to cause any of the Authority Bonds to be “federally guaranteed” within the meaning of section 149(b) of the Code.

Rebate Requirement. The City shall take any and all actions necessary to assure

compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Authority Bonds.

No Arbitrage. The City shall not take, or permit or suffer to be taken by the CFD

Fiscal Agent or otherwise, any action with respect to the proceeds of the CFD Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the CFD Bonds would have caused the Authority Bonds to be “arbitrage bonds” within the meaning of section 148 of the Code.

Maintenance of Tax-Exemption. The City shall take all actions necessary to

assure the exclusion of interest on the Authority Bonds from the gross income of the Owners of the Authority Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Authority Bonds. In addition, the City shall not take any action or fail to take any action if the action or failure adversely affect the exclusion of interest on the Prior CFD Bonds from the gross income of the owners of the Prior CFD Bonds to the same extent as such interest was permitted to be excluded from gross income for federal income tax purposes on the date of issuance of the Prior CFD Bonds. Continuing Disclosure. The City covenants and agrees that it will comply with and carry

out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of the CFD Fiscal Agent Agreement, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; however, the Original

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Purchaser of the Authority Bonds and any holder or beneficial owner of the CFD Bonds may, take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order.

Supplemental CFD Agreements or Orders Not Requiring Bondowner Consent.

The City may from time to time, and at any time, without notice to or consent of any of the owners of the CFD Bonds or the CFD Parity Bonds, adopt Supplemental CFD Agreements for any of the following purposes:

(a) to cure any ambiguity, to correct or supplement any provisions in the CFD

Fiscal Agent Agreement which may be inconsistent with any other provision in the CFD Fiscal Agent Agreement, or to make any other provision with respect to matters or questions arising under the CFD Fiscal Agent Agreement or in any additional resolution or order, provided that such action is not materially adverse to the interests of the owners of the CFD Bonds or the owners of any CFD Parity Bonds;

(b) to add to the covenants and agreements of and the limitations and the

restrictions upon the City contained in the CFD Fiscal Agent Agreement, other covenants, agreements, limitations and restrictions to be observed by the City which are not contrary to or inconsistent with the CFD Fiscal Agent Agreement as theretofore in effect or which further secure CFD Bond or CFD Parity Bond payments;

(c) to modify, amend or supplement the CFD Fiscal Agent Agreement in such

manner as to permit the qualification of the CFD Fiscal Agent Agreement under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially adversely affect the interests of the Owners of the CFD Bonds then Outstanding; or

(d) to modify, alter or amend the rate and method of apportionment of the

Special Taxes in any manner so long as such changes do not reduce the maximum Special Taxes that may be levied in each year on property within the CFD to an amount which is less than 110% of the principal and interest due in each corresponding future Bond Year with respect to the CFD Bonds Outstanding as of the date of such amendment; or

(e) to modify, alter, amend or supplement the CFD Fiscal Agent Agreement

in any other respect which is not materially adverse to the owners of the CFD Bonds and any Outstanding CFD Parity Bonds; or

(f) to make such additions, deletions or modifications as may be necessary

or desirable to assure exemption from federal income taxation of interest on the Authority Bonds.

Supplemental CFD Agreements or Orders Requiring Bondowner Consent. Exclusive of the Supplemental CFD Agreements described in above, the Owners of not

less than a majority in aggregate principal amount of the CFD Bonds Outstanding shall have the right to consent to and approve the adoption by the City of such Supplemental CFD Agreements

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as shall be deemed necessary or desirable by the City for the purpose of waiving, modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the CFD Fiscal Agent Agreement; provided, however, that nothing in the CFD Fiscal Agent Agreement shall permit, or be construed as permitting, (a) an extension of the maturity date of the principal, or the payment date of interest on, any CFD Bond, (b) a reduction in the principal amount of any CFD Bond or the rate of interest thereon, (c) a preference or priority of any CFD Bond over any other CFD Bond, or (d) a reduction in the aggregate principal amount of the CFD Bonds the Owners of which are required to consent to such Supplemental CFD Agreement, without the consent of the Owners of all CFD Bonds then Outstanding. The CFD Fiscal Agent may in its discretion, but shall not be obligated to, enter into any such Supplemental Indentures authorized by the CFD Fiscal Agent Agreement which adversely affects the Fiscal Agent's own rights, duties or immunities under the CFD Fiscal Agent Agreement or otherwise.

If at any time the City shall desire to adopt a Supplemental CFD Agreement, which shall

require the consent of the owners of the CFD Bonds and any Outstanding CFD Parity Bonds, the City shall so notify the CFD Fiscal Agent and shall deliver to the CFD Fiscal Agent a copy of the proposed Supplemental CFD Agreement. The CFD Fiscal Agent shall, at the expense of the City, cause notice of the proposed Supplemental CFD Agreement to be mailed, by first class mail, postage prepaid, to all owners of the CFD Bonds at their addresses as they appear in the Bond Register. Such notice shall briefly set forth the nature of the proposed Supplemental CFD Agreement and shall state that a copy thereof is on file at the office of the CFD Fiscal Agent for inspection by all owners of the CFD Bonds. The failure of any owners of the CFD Bonds to receive such notice shall not affect the validity of such Supplemental CFD Agreement when consented to and approved by the Owners of not less than a majority in aggregate principal amount of the CFD Bonds and CFD Parity Bonds Outstanding. Whenever at any time within one year after the date of the first mailing of such notice, the CFD Fiscal Agent shall receive an instrument or instruments purporting to be executed by the Owners of not less than a majority in aggregate principal amount of the CFD Bonds Outstanding, which instrument or instruments shall refer to the proposed Supplemental CFD Agreement described in such notice, and shall specifically consent to and approve the adoption thereof by the City substantially in the form of the copy referred to in such notice as on file with the CFD Fiscal Agent, such proposed Supplemental CFD Agreement, when duly adopted by the City, shall thereafter become a part of the proceedings for the issuance of the CFD Bonds. In determining whether the Owners of a majority of the aggregate principal amount of the CFD Bonds have consented to the adoption of any Supplemental CFD Agreement, CFD Bonds which are owned by the City or by any person directly or indirectly controlling or controlled by or under the direct or indirect common control with the City, shall be disregarded and shall be treated as though they were not Outstanding for the purpose of any such determination.

Upon the adoption of any Supplemental CFD Agreement and the receipt of consent to

any such Supplemental CFD Agreement from the Owners of not less than a majority in aggregate principal amount of the Outstanding CFD Bonds in instances where such consent is required pursuant to the CFD Fiscal Agent Agreement, the CFD Fiscal Agent Agreement shall be, and shall be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under the CFD Fiscal Agent Agreement of the City and all Owners of Outstanding CFD Bonds shall thereafter be determined, exercised and enforced under the CFD Fiscal Agent Agreement, subject in all respects to such modifications and amendments.

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Certain Provisions Relating to the CFD Fiscal Agent for the CFD Bonds.

Removal of CFD Fiscal Agent. The City may at any time at its sole discretion remove the CFD Fiscal Agent initially appointed, and any successor thereto, by delivering to the CFD Fiscal Agent a written notice of its decision to remove the CFD Fiscal Agent and may appoint a successor or successors thereto; provided that any such successor shall be a bank, national banking association or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $75,000,000, and subject to supervision or examination by federal or state authority. Any removal shall become effective only upon acceptance of appointment by the successor CFD Fiscal Agent. If any bank, national banking association or trust company appointed as a successor publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then the combined capital and surplus of such bank, national banking association or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any removal of the CFD Fiscal Agent and appointment of a successor CFD Fiscal Agent shall become effective only upon acceptance of appointment by the successor CFD Fiscal Agent and notice being sent by the successor CFD Fiscal Agent to the owners of the CFD Bonds and any Outstanding CFD Parity Bonds of the successor CFD Fiscal Agent’s identity and address.

Resignation of CFD Fiscal Agent. The CFD Fiscal Agent may at any time resign by

giving written notice to the City and by giving to the Owners notice of such resignation, which notice shall be mailed to the Owners at their addresses appearing in the registration books in the office of the CFD Fiscal Agent. Upon receiving such notice of resignation, the City shall promptly appoint a successor CFD Fiscal Agent satisfying the criteria in the CFD Fiscal Agent Agreement by an instrument in writing. Any resignation or removal of the CFD Fiscal Agent and appointment of a successor CFD Fiscal Agent shall become effective only upon acceptance of appointment by the successor CFD Fiscal Agent.

Liability of CFD Fiscal Agent. The CFD Fiscal Agent shall have no duty or obligation

whatsoever to enforce the collection of Special Taxes or other funds to be deposited with it under the CFD Fiscal Agent Agreement, or as to the correctness of any amounts received, but its liability shall be limited to the proper accounting for such funds as it shall actually receive. No provision in the CFD Fiscal Agent Agreement shall require the CFD Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under the CFD Fiscal Agent Agreement, or in the exercise of its rights or powers.

Defeasance.

If the City shall pay or cause to be paid, or there shall otherwise be paid, to the Owner of an Outstanding Bond the interest due thereon and the principal thereof, at the times and in the manner stipulated in the CFD Fiscal Agent Agreement or any Supplemental CFD Agreement, then the Owner of such CFD Bond shall cease to be entitled to the pledge of Net Taxes, and, other than as set forth below, all covenants, agreements and other obligations of the City to the Owner of such CFD Bond under the CFD Fiscal Agent Agreement shall thereupon cease, terminate and become void and be discharged and satisfied. In the event of a defeasance of all Outstanding CFD Bonds, the CFD Fiscal Agent shall execute and deliver to the City all such instruments as may be desirable to evidence such discharge and satisfaction, and the CFD Fiscal Agent shall pay over or deliver to the City’s general fund all money or securities held by it

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pursuant to the CFD Fiscal Agent Agreement which are not required for the payment of the principal of and interest due on such CFD Bonds.

Any Outstanding CFD Bond shall be deemed to have been paid within the meaning

expressed in the preceding paragraph if such CFD Bond is paid in any one or more of the following ways:

(a) by paying or causing to be paid the principal of and interest on such CFD

Bond or CFD Parity Bond, as and when the same become due and payable; (b) by depositing with the CFD Fiscal Agent, in trust, at or before maturity,

money which, together with the amounts then on deposit in the Special Tax Fund (exclusive of the Administrative Expense Account) and available for such purpose, is fully sufficient to pay the principal of and interest on such CFD Bond, as and when the same shall become due and payable; or

(c) by depositing with the CFD Fiscal Agent or another escrow bank

appointed by the City, in trust, Federal Securities, in which the City may lawfully invest its money, in such amount as will be sufficient, together with the interest to accrue thereon and moneys then on deposit in the Special Tax Fund (exclusive of the Administrative Expense Account) and available for such purpose, together with the interest to accrue thereon, to pay and discharge the principal of and interest on such CFD Bond, as and when the same shall become due and payable;

then, at the election of the City, and notwithstanding that any Outstanding CFD Bonds shall not have been surrendered for payment, all obligations of the City under the CFD Fiscal Agent Agreement and any Supplemental CFD Agreement with respect to such CFD Bond shall cease and terminate, except for the obligation of the CFD Fiscal Agent to pay or cause to be paid to the Owners of any such CFD Bond not so surrendered and paid, all sums due thereon. Notice of such election shall be filed with the CFD Fiscal Agent not less than ten days prior to the proposed defeasance date, or such shorter period of time as may be acceptable to the CFD Fiscal Agent. In connection with a defeasance under (b) or (c) above, there shall be provided to the City a verification report from an independent nationally recognized certified public accountant stating its opinion as to the sufficiency of the moneys or securities deposited with the CFD Fiscal Agent or the escrow bank to pay and discharge the principal of and interest on all Outstanding CFD Bonds to be defeased, as and when the same shall become due and payable, and an opinion of Bond Counsel (which may rely upon the opinion of the certified public accountant) to the effect that the CFD Bonds being defeased have been legally defeased in accordance with the CFD Fiscal Agent Agreement and any applicable Supplemental CFD Agreement.

Upon a defeasance, the CFD Fiscal Agent, upon request of the City, shall release the

rights of the Owners of such CFD Bonds which have been defeased under the CFD Fiscal Agent Agreement and any Supplemental CFD Agreement and execute and deliver to the City all such instruments as may be desirable to evidence such release, discharge and satisfaction. In the case of a defeasance under the CFD Fiscal Agent Agreement of all Outstanding CFD Bonds, the CFD Fiscal Agent shall pay over or deliver to the City any funds held by the CFD Fiscal Agent at the time of a defeasance, which are not required for the purpose of paying and discharging the principal of or interest on the CFD Bonds when due. The CFD Fiscal Agent shall, at the written direction of the City, mail, first class, postage prepaid, a notice to the owners

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whose CFD Bonds have been defeased, in the form directed by the City, stating that the defeasance has occurred.

Defeasance shall be accomplished only with an irrevocable deposit in escrow of certain

investments referred to in the CFD Fiscal Agent Agreement. Further substitutions of securities in the escrow are not permitted. The deposit in the escrow must be sufficient, without reinvestment, to pay all principal and interest as schedule on the CFD Bonds to and including the date of redemption. Any security used for defeasance must provide for the timely payment of principal and interest and cannot be callable or prepayable prior to maturity or earlier redemption of the rated debt (excluding securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date).

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The maturity schedule for the CFD Bonds is set forth below:

Maturity Date (September 2)

Principal Amount

Interest Rate Per Annum

2014 $295,000 3.000% 2015 420,000 3.000 2016 435,000 4.000 2017 450,000 4.000 2018 470,000 4.000 2019 490,000 5.000 2020 520,000 5.000 2021 545,000 5.000 2022 570,000 5.000 2023 600,000 5.000 2024 630,000 3.250

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FISCAL AGENT AGREEMENT RELATING TO THE REASSESSMENT BONDS

The following is a summary of certain provisions of the Reassessment Fiscal Agent

Agreement relating to the Reassessment Bonds not otherwise described in the text of this Official Statement. Such summary is not intended to be definitive, and reference is made to the full text of the Reassessment Fiscal Agent Agreement for the complete terms thereof.

Certain Definitions: Unless otherwise indicated, capitalized terms used below but not defined below have the same meaning given those terms in Indenture of Trust relating to the Reassessment Bonds.

“Assessment Bond Law” means the Improvement Bond Act of 1915, as amended,

Division 10 of the California Streets and Highways Code. “Auditor” means the auditor/controller or tax collector of the County, or such other official

of the County who is responsible for preparing real property tax bills. “Authorized Investments” means any of the following which at the time of investment are

legal investments under the laws of the State of California for the moneys proposed to be invested therein:

(a) Federal Securities; (b) any of the following direct or indirect obligations of the following

agencies of the United States of America: (i) direct obligations of the Export-Import Bank; (ii) certificates of beneficial ownership issued by the Farmers Home Administration; (iii) participation certificates issued by the General Services Administration; (iv) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation or the Federal Housing Administration; (v) project notes issued by the United States Department of Housing and Urban Development; and (vi) public housing notes and bonds guaranteed by the United States of America;

(c) interest-bearing demand or time deposits (including certificates of

deposit) or deposit accounts in federal or state chartered savings and loan associations or in federal or State of California banks (including the Reassessment Fiscal Agent and its affiliates), provided that (i) the unsecured short-term obligations of such commercial bank or savings and loan association shall be rated in the highest short-term rating category by any Rating Agency or (ii) such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation;

(d) commercial paper rated at the time of purchase in the highest

short-term rating category by any Rating Agency, issued by corporations which are organized and operating within the United States of America, and which matures not more than 180 days following the date of investment therein;

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(e) bankers acceptances, consisting of bills of exchange or time drafts drawn on and accepted by a commercial bank whose short-term obligations are rated in the highest short-term rating category by any Rating Agency or whose long-term obligations are rated A or better by each such Rating Agency, which mature not more than 270 days following the date of investment therein;

(f) obligations the interest on which is excludable from gross income

pursuant to Section 103 of the Tax Code and which are either (a) rated A or better by any Rating Agency or (b) fully secured as to the payment of principal and interest by Federal Securities;

(g) obligations issued by any corporation organized and operating within

the United States of America having assets in excess of Five Hundred Million Dollars ($500,000,000), which obligations are rated A or better by any Rating Agency;

(h) money market funds which invest in Federal Securities or which are

rated in the highest rating category by any Rating Agency, including such funds for which the Fiscal Agent, its affiliates or subsidiaries provide investment advisory or other management services or for which the Fiscal Agent or an affiliate of the Fiscal Agent serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Fiscal Agent or an affiliate of the Fiscal Agent receives fees from funds for services rendered, (ii) the Fiscal Agent collects fees for services rendered pursuant to this Fiscal Agent Agreement, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to this Fiscal Agent Agreement may at times duplicate those provided to such funds by the Fiscal Agent or an affiliate of the Fiscal Agent;

(i) any investment agreement, repurchase agreement or other

investment instrument which represents the general unsecured obligations of a bank, investment banking firm or other financial institution whose long-term obligations are rated at the time of the delivery of the investment agreement, repurchase agreement or other investment instrument A or better by any Rating Agency; and

(j) the Local Agency Investment Fund of the State, created pursuant to

Section 16429.1 of the California Government Code. “Authorized Officer” means the City Manager, Finance Director, the Clerk, or any other

officer or employee authorized by the City Council of the City or by an Authorized Officer to undertake the action referenced in the Reassessment Fiscal Agent Agreement as required to be undertaken by an Authorized Officer.

“Bond Register” means the books maintained by the Fiscal Agent pursuant to

Reassessment Fiscal Agent Agreement for the registration and transfer of ownership of the Reassessment Bonds.

“Bond Year” means the twelve-month period beginning on September 3 in each year

and ending on September 2 in the following year except that (i) the first Bond Year will begin on

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the Closing Date and end on the next September 2, and (ii) the last Bond Year may end on a prior redemption date.

“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on

which banking institutions in the state in which the Reassessment Fiscal Agent has its principal corporate trust office are authorized or obligated by law or executive order to be closed.

“Debt Service” means, for each Bond Year, the sum of (i) the interest due on the

Outstanding Reassessment Bonds in such Reassessment Bond Year, assuming that the Outstanding Reassessment Bonds are retired as scheduled, and (ii) the principal amount of the Outstanding Reassessment Bonds due in such Reassessment Bond Year.

“Federal Securities” means any of the following which are non-callable and which at the

time of investment are legal investments under the laws of the State of California for funds held by the Reassessment Fiscal Agent:

(i) direct general obligations of the United States of America (including

obligations issued or held in book entry form on the books of the United States Department of the Treasury) and obligations, the payment of principal of and interest on which are directly or indirectly guaranteed by the United States of America, including, without limitation, such of the foregoing which are commonly referred to as stripped obligations and coupons; or

(ii) any of the following obligations of the following agencies of the United

States of America: (a) direct obligations of the Export-Import Bank, (b) certificates of beneficial ownership issued by the Farmers Home Administration, (c) participation certificates issued by the General Services Administration (d) mortgage-backed bonds or pass-through obligations issued and guaranteed by the Government National Mortgage Association, (e) project notes issued by the United States Department of Housing and Urban Development, and (f) public housing notes and bonds guaranteed by the United States of America. “Finance Director” means the Administrative Services Director of the City, or chief

financial officer of the City or designee thereof. “Independent Financial Consultant” means a financial consultant or firm of such

consultants generally recognized to be well qualified in the financial consulting field, appointed and paid by the City, who, or each of whom:

(1) is in fact independent and not under the domination of the City; (2) does not have any substantial interest, direct or indirect, in the City; and (3) is not connected with the City as a member, officer or employee of the City, but

who may be regularly retained to make annual or other reports to the City. “Interest Payment Dates” means March 2 and September 2 of each year, commencing

September 2, 2014.

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“List of Unpaid Reassessments” means the list on file with the Finance Director showing the amounts of the Reassessments upon each of the parcels in the District.

“Maximum Annual Debt Service” means the largest Debt Service for any Reassessment

Bond Year after the calculation is made through the final maturity date of any Outstanding Reassessment Bonds.

“Officer’s Certificate” means a written certificate of the City signed by an Authorized

Officer of the City. “Outstanding” when used as of any particular time with reference to the Reassessment

Bonds, means, subject to the provisions of the Reassessment Fiscal Agent Agreement, all Reassessment Bonds except:

(i) Reassessment Bonds theretofore canceled by the Reassessment Fiscal

Agent or surrendered to the Reassessment Fiscal Agent for cancellation; (ii) Reassessment Bonds paid or deemed to have been paid within the

meaning of the Reassessment Fiscal Agent Agreement; (iii) Reassessment Bonds in lieu of or in substitution for which other

Reassessment Bonds will have been authorized, executed, issued and delivered by the City pursuant to the Reassessment Fiscal Agent Agreement or any Supplemental Agreement. “Owner” or “Reassessment Bond Owner” means the registered owner of any

Outstanding Reassessment Bond as shown on the Bond Register of the Reassessment Fiscal Agent under the Reassessment Fiscal Agent Agreement.

“Rating Agency” means, individually, either (a) Moody’s Investors Service, Inc., its

successors and assigns, or (b) Standard & Poor’s Corporation, its successors and assigns. “Record Date” means the fifteenth day of the calendar month immediately preceding the

applicable Interest Payment Date. “Redemption Fund” means the fund designated “City of Tracy, Reassessment District

No. 2014-1 (94-1 and I-205 Reassessment Districts) Limited Obligation Refunding Improvement Bonds, Redemption Fund,” established and administered under the Reassessment Fiscal Agent Agreement.

“Reserve Fund” means the fund designated “Limited Obligation Refunding Improvement

Bonds, City of Tracy Reassessment District No. 2014-1 (94-1 and I-205 Reassessment Districts), Reserve Fund” established and administered under the Reassessment Fiscal Agent Agreement.

“Reserve Requirement” means as of any date of calculation, an amount equal to 50% of

Maximum Annual Debt Service on the Outstanding Reassessment Bonds. “Supplemental Agreement” means an agreement the execution of which is authorized by

a resolution which has been duly adopted by the City Council of the City under the Assessment

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Bond Law and which agreement is amendatory of or supplemental to the Reassessment Fiscal Agent Agreement, but only if and to the extent that such agreement is specifically authorized under the Reassessment Fiscal Agent Agreement.

“Treasurer” means the City Treasurer, or designee thereof.

Maturity Schedule for the Reassessment Bonds.

The maturity schedule for the Reassessment Bonds is set forth on the final page of the summary of the Reassessment Fiscal Agent Agreement.

Redemption of Reassessment Bonds.

Redemption Following Prepayment of Reassessments. The Reassessment Bonds are subject to extraordinary redemption as a whole, or in part on a pro rata basis among maturities, on any Interest Payment Date, at a redemption price equal to the principal amount to be redeemed, plus accrued interest to the date of redemption.

The Finance Director will notify the Reassessment Fiscal Agent of Reassessment Bonds

to be called for redemption upon prepayment of Reassessments in amounts sufficient therefor, or whenever sufficient surplus funds are available therefor in the Redemption Fund. The Reassessment Fiscal Agent will select Reassessment Bonds for retirement in such a way that the ratio of Outstanding Reassessment Bonds to issued Reassessment Bonds will be approximately the same in each annual series insofar as possible. Within each annual series, the Reassessment Fiscal Agent will select Reassessment Bonds for retirement by lot.

The provisions of Part 11.1 of the Assessment Bond Law are applicable to the advance

payment of Reassessments and to the calling of the Reassessment Bonds. The Treasurer will advise the Reassessment Fiscal Agent of such provisions to the extent not specified in the Reassessment Fiscal Agent Agreement.

Effect of Redemption. From and after the date fixed for redemption, if funds available for

the payment of the principal of, and interest and any premium on, the Reassessment Bonds so called for redemption will have been deposited in the Redemption Fund on the date fixed for redemption, such Reassessment Bonds so called will cease to be entitled to any benefit under the Reassessment Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice.

Certification of Independent Financial Consultant. The City shall not be authorized to

redeem bonds as described above under “Optional Redemption” or “Redemption Following Prepayment of Assessments” unless it has provided the Fiscal Agent with a certificate of an Independent Financial Consultant to the effect that the proposed redemption, assuming a corresponding redemption of the Bonds, and assuming continuing payment of Reassessments by the other property owners and scheduled payment of debt service on the CFD Bonds (as defined in the Indenture), will not adversely impact the availability of Revenues (as defined in the Indenture) in an amount sufficient to pay debt service on the Bonds, as scheduled.

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Security for the Reassessment Bonds.

Pledge. The Reassessment Bonds will be secured by a first pledge (which pledge will be effected in the manner and to the extent provided in the Reassessment Fiscal Agent Agreement) of all of the Reassessments and all moneys deposited in the Redemption Fund and the Reserve Fund. The Reassessments and all moneys deposited into said funds (except as otherwise provided in the Reassessment Fiscal Agent Agreement) are dedicated to the payment of the principal of and interest on the Reassessment Bonds as provided in the Reassessment Fiscal Agent Agreement and in the Assessment Bond Law until all of the Reassessment Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with the defeasance provisions of the Reassessment Fiscal Agent Agreement.

Limited Obligation. All obligations of the City under the Reassessment Fiscal Agent

Agreement and the Reassessment Bonds are not general obligations of the City, but are limited obligations, payable solely from the Reassessments and the funds pledged therefore under the Reassessment Fiscal Agent Agreement. Neither the faith and credit of the City nor of the State of California or any political subdivision thereof is pledged to the payment of the Reassessment Bonds. The Reassessment Bonds are “Limited Obligation Refunding Improvement Bonds” and are payable solely from and secured solely by the Reassessments and the amounts in the Redemption Fund and the Reserve Fund created under the Reassessment Fiscal Agent Agreement. Notwithstanding any other provision of the Reassessment Fiscal Agent Agreement, the City is not obligated to advance available surplus funds from the City treasury to cure any deficiency in the Redemption Fund.

No Acceleration. The principal of the Reassessment Bonds will not be subject to

acceleration under the Reassessment Fiscal Agent Agreement, but the Reassessment Bonds are subject to optional redemption and defeasance prior to maturity.

Deposits and Uses of Reassessments.

Redemption Fund.

Uses. Moneys in the Redemption Fund will be held by the Reassessment Fiscal

Agent for the benefit of the City and the Owners of the Reassessment Bonds, and will be disbursed for the payment of the principal of and interest on the Reassessment Bonds as provided below. Within the Redemption Fund there is a Prepayment Account, which will be used exclusively for the administration of any prepayments of Reassessments pursuant to Section 8767 of the Assessment Bond Law to assure the timely redemption of the Reassessment Bonds. In the event all of the Reassessments are prepaid in full, the Prepayment Account will be closed.

Transfers from the Reserve Fund. Whenever, after the issuance of the

Reassessment Bonds, a Reassessment is prepaid, in whole or in part, the Reassessment Fiscal Agent may transfer to the Redemption Fund an amount from the Reserve Fund. In such event, any such amount will be applied to such prepayment as directed in writing by the City.

Disbursements. On or before each Interest Payment Date, the Reassessment

Fiscal Agent will withdraw from the Redemption Fund for payment to the Owners of the

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Reassessment Bonds the principal of and interest then due and payable on the Reassessment Bonds. In the event that amounts in the Redemption Fund are insufficient for such purpose, the Reassessment Fiscal Agent will promptly withdraw from the Reserve Fund, to the extent of any funds therein, in an amount not to exceed the amount of such insufficiency, and will transfer any amounts so withdrawn to the Redemption Fund. Amounts so withdrawn from such Reserve Fund and deposited in the Redemption Fund will be applied to the payment of the Reassessment Bonds. If there are still insufficient funds in the Redemption Fund to make the payments provided for in the first sentence, the Reassessment Fiscal Agent will apply the available funds first to the payment of interest on the Reassessment Bonds and then to the payment of principal due on the Reassessment Bonds.

Investment. Interest earnings and profits resulting from such investment and

deposit will be retained in the Redemption Fund.

Reserve Fund.

Use of Fund. Except as otherwise provided below, all amounts deposited in the Reserve Fund will be used and withdrawn by the Reassessment Fiscal Agent solely for the purpose of making transfers to the Redemption Fund in the event of any deficiency at any time in the Redemption Fund of the amount then required for payment of the principal of and interest on the Reassessment Bonds or for the purpose of redeeming Bonds from the Redemption Fund.

Payment of Reassessments. Whenever, after the issuance of the Reassessment

Bonds, a Reassessment is paid, in whole or in part, as provided in the Assessment Bond Law, the Reassessment Fiscal Agent, at the written direction of an Authorized Officer, will transfer from the Reserve Fund to the Redemption Fund an amount specified in such direction equal to the product of the ratio of the original amount of the Reassessment securing any Reassessment Bonds so paid to the original amount of all Reassessments securing any Reassessment Bonds, times the initial Reserve Requirement.

Transfer of Excess of Reserve Requirement. Whenever, on any Interest

Payment Date, the amount in the Reserve Fund exceeds the then applicable Reserve Requirement, the Reassessment Fiscal Agent will, except as otherwise provided in the Reassessment Fiscal Agent Agreement for purposes of rebate, transfer on or before such Interest Payment Date an amount equal to the excess from the Reserve Fund to the Redemption Fund.

Transfer When Balance Exceeds Outstanding Reassessment Bonds. Whenever

the balance in the Reserve Fund is sufficient to retire all the Outstanding Reassessment Bonds, whether by advance retirement or otherwise, collection of the principal and interest on the Reassessments will be discontinued and the Reserve Fund liquidated by the Reassessment Fiscal Agent in retirement of the Outstanding Reassessment Bonds. In the event that the balance in the Reserve Fund at the time of liquidation exceeds the amount required to retire all of the Outstanding Reassessment Bonds, the excess will be transferred to the City to be used in accordance with the Refunding Assessment Bond Law and the Assessment Bond Law.

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Investment. Interest earnings and profits resulting from said investment will be retained in the Reserve Fund subject to the provisions of “Transfer of Excess of Reserve Requirement” above.

Certain Covenants of the City. In addition to the covenants summarized in this Official Statement, the City has covenanted in the Reassessment Fiscal Agent Agreement as follows:

Books and Accounts. The City will keep, or cause to be kept, proper books of record

and accounts, separate from all other records and accounts of the City, in which complete and correct entries will be made of all transactions relating to the Reassessments, which records will be subject to inspection by the Owners of the Reassessment Bonds upon reasonable prior notice on any Business Day.

Protection of Security and Rights of Owners. The City will preserve and protect the

security of the Reassessment Bonds and the rights of the Owners thereto, and will warrant and defend their rights to such security against all claims and demands of all persons. From and after the delivery of any of the Reassessment Bonds by the City, the Reassessment Bonds will be incontestable by the City.

Certain Tax Covenants.

Private Activity Bond Limitation. The City will assure that the proceeds of the Reassessment Bonds are not so used as to cause the Authority Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code.

Federal Guarantee Prohibition. The City will not take any action or permit or

suffer any action to be taken if the result of the same would be to cause any of the Authority Bonds to be “federally guaranteed” within the meaning of section 149(b) of the Code.

Rebate Requirement. The City will cooperate with and take any and all actions

reasonably requested by the Authority to assure compliance by the Authority with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Authority Bonds.

No Arbitrage. The City will not take, or permit or suffer to be taken by the

Finance Director, by the Reassessment Fiscal Agent or otherwise, any action with respect to the proceeds of the Reassessment Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Authority Bonds would have caused the Authority Bonds to be “arbitrage bonds” within the meaning of section 148 of the Code.

Yield of the Reassessment Bonds. In determining the yield of the Authority

Bonds to comply with the Reassessment Fiscal Agent Agreement, the City will take into account redemption in advance of maturity based on the reasonable expectations of the City, as of the Closing Date, regarding prepayments of Reassessments and use of prepayments for redemption of the Reassessment Bonds, without regard to whether or not prepayments are received or Bonds redeemed.

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Maintenance of Tax-Exemption. The City will take all actions reasonably

requested by the Authority to assure the exclusion of interest on the Authority Bonds from the gross income of the Owners of the Authority Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Authority Bonds.

Deposit and Investment of Moneys in Funds. Subject in all respects to the provisions of

the Reassessment Fiscal Agent Agreement, moneys in any fund or account created or established by the Reassessment Fiscal Agent Agreement and held by the Reassessment Fiscal Agent will be invested by the Reassessment Fiscal Agent in Authorized Investments, as directed, in the case of funds held by the Reassessment Fiscal Agent, pursuant to an Officer’s Certificate filed with the Reassessment Fiscal Agent at least two Business Days in advance of the making of such investments. The following will apply to such investments:

(A) In the absence of any such Officer’s Certificate, the Reassessment Fiscal

Agent will invest any such moneys in Authorized Investments described in clause (h) of the definition thereof which by their terms mature prior to the date on which such moneys are required to be paid out under the Reassessment Fiscal Agent Agreement; provided, however, that any such investment shall be made by the Reassessment Fiscal Agent only if, prior to the date on which such investment is to be made, the Reassessment Fiscal Agent shall have received an Officer’s Certificate specifying a specific money market fund and, if no such Officer’s Certificate is so received, the Reassessment Fiscal Agent shall hold such moneys uninvested. The Reassessment Fiscal Agent shall be entitled to rely upon any investment directions from the Authority as conclusive certification to the Reassessment Fiscal Agent that the investments described therein are so authorized under the laws of the State of California and qualify as Investment Securities. Obligations purchased as an investment of moneys in any fund will be deemed to be part of such fund or account, subject, however, to the requirements of the Reassessment Fiscal Agent Agreement for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts;

(B) The Reassessment Fiscal Agent or its affiliates may act as principal or

agent in the acquisition or disposition of any investment. The Reassessment Fiscal Agent will incur no liability for losses arising from any investments made pursuant to this Section;

(C) Investments in any and all funds and accounts may at the discretion of

the Reassessment Fiscal Agent be commingled in a separate fund or funds for purposes of making, holding and disposing of investments, notwithstanding provisions in the Reassessment Fiscal Agent Agreement for transfer to or holding in or to the credit of particular funds or accounts of amounts received or held by the Reassessment Fiscal Agent under the Reassessment Fiscal Agent Agreement, provided that the Reassessment Fiscal Agent will at all times account for such investments strictly in accordance with the funds and accounts to which they are credited and otherwise as provided in the Reassessment Fiscal Agent Agreement; and

(D) The Reassessment Fiscal Agent will sell or present for redemption, any

investment security whenever it will be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to

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which such investment security is credited and the Reassessment Fiscal Agent will not be liable or responsible for any loss resulting from the acquisition or disposition of such investment security in accordance with the Reassessment Fiscal Agent Agreement.

The City acknowledges that to the extent regulations of the Comptroller of the

Currency or other applicable regulatory entity grant the City the right to receive brokerage confirmations of security transactions as they occur, the City specifically waives receipt of such confirmations to the extent permitted by law. The Reassessment Fiscal Agent will furnish the City periodic cash transaction statements which include detail for all investment transactions made by the Reassessment Fiscal Agent under the Reassessment Fiscal Agent Agreement. Liability of City. The City will not incur any responsibility in respect of the Reassessment

Bonds or the Reassessment Fiscal Agent Agreement other than in connection with the duties or obligations explicitly provided in the Reassessment Fiscal Agent Agreement or in the Reassessment Bonds. The City will not be liable to any Owner in connection with the performance of its duties under the Reassessment Fiscal Agent Agreement, except for its own negligence or willful default. The City will not be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements of the Reassessment Fiscal Agent in the Reassessment Fiscal Agent Agreement or of any of the documents executed by the Reassessment Fiscal Agent in connection with the Reassessment Bonds, or as to the existence of a default thereunder. Under the Reassessment Fiscal Agent Agreement, the following will apply to the City:

(A) In the absence of bad faith, the Reassessment Fiscal Agent and the City,

including the Finance Director, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Reassessment Fiscal Agent and the City and conforming to the requirements of the Reassessment Fiscal Agent Agreement. The Reassessment Fiscal Agent and the City, including the Finance Director, will not be liable for any error of judgment made in good faith unless it will be proved that it was negligent in ascertaining the pertinent facts;

(B) No provision of the Reassessment Fiscal Agent Agreement will require

the City to expend or risk its own general funds or otherwise incur any financial liability (other than with respect to the foreclosure proceedings for delinquent Reassessments and the payment of fees and costs of the Reassessment Fiscal Agent) in the performance of any of its obligations under the Reassessment Fiscal Agent Agreement or in the exercise of any of its rights or powers, if it will have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it;

(C) The Reassessment Fiscal Agent and the City may rely and will be

protected in acting or refraining from acting upon any notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Reassessment Fiscal Agent and the City may consult with counsel, who may be the City Attorney, with regard to legal questions, and the opinion of such counsel will be full and complete authorization and protection in respect of any action taken or

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suffered by it under the Reassessment Fiscal Agent Agreement in good faith and in accordance therewith;

(D) The City or the Reassessment Fiscal Agent will not be bound to

recognize any person as the Owner of a Reassessment Bond unless duly registered and until such Reassessment Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed; and

(E) Whenever in the administration of its duties under the Reassessment

Fiscal Agent Agreement the City or the Reassessment Fiscal Agent will deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under the Reassessment Fiscal Agent Agreement, such matter (unless other evidence in respect thereof be in the Reassessment Fiscal Agent Agreement specifically prescribed) may, in the absence of willful misconduct on the part of the City or the Reassessment Fiscal Agent, be deemed to be conclusively proved and established by a certificate of the Reassessment Fiscal Agent or other expert retained by the City or the Reassessment Fiscal Agent for the purposes of the Reassessment Fiscal Agent Agreement, and such certificate will be full warrant to the City or the Reassessment Fiscal Agent for any action taken or suffered under the provisions of the Reassessment Fiscal Agent Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the or the Reassessment Fiscal Agent City may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable.

Certain Provisions Relating to the Reassessment Fiscal Agent Appointment. With respect to the appointment of the Reassessment Fiscal Agent:

(A) Any company into which the Reassessment Fiscal Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it will be a party or any company to which the Reassessment Fiscal Agent may sell or transfer all or substantially all of its corporate trust business, provided such company will be eligible under the following paragraph will be the successor to such Reassessment Fiscal Agent without the execution or filing of any paper or any further act, anything in the Reassessment Fiscal Agent Agreement to the contrary notwithstanding. The Reassessment Fiscal Agent will give the Treasurer written notice of any such succession under the Reassessment Fiscal Agent Agreement.

(B) The City may remove the Reassessment Fiscal Agent initially appointed

and any successor thereto, and may appoint a successor or successor’s thereto, but any Fiscal Agent will be a bank, national banking association or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If such bank, national banking association or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then combined capital and surplus of such bank, national banking association or trust company will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

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(C) The Reassessment Fiscal Agent may at any time resign by giving written notice to the City and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City will promptly appoint a successor Fiscal Agent. Any resignation or removal of the Reassessment Fiscal Agent will become effective upon acceptance of appointment by the successor Fiscal Agent.

(D) If no appointment of a successor Fiscal Agent will be made pursuant to

the foregoing provisions of this Section within 45 days after the Reassessment Fiscal Agent will have given to the City written notice or after a vacancy in the office of the Reassessment Fiscal Agent will have occurred by reason of its inability to act, the Reassessment Fiscal Agent or any Reassessment Bond Owner may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. The court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Fiscal Agent; and

(E) If, by reason of the judgment of any court, the Reassessment Fiscal

Agent is rendered unable to perform its duties under the Reassessment Fiscal Agent Agreement, all such duties and all of the rights and powers of the Reassessment Fiscal Agent under the Reassessment Fiscal Agent Agreement will be assumed by and vest in the Finance Director of the City in trust for the benefit of the Owners. The City covenants for the direct benefit of the Owners that its Treasurer in such case will be vested with all of the rights and powers of the Reassessment Fiscal Agent under the Reassessment Fiscal Agent Agreement, and will assume all of the responsibilities and perform all of the duties of the Reassessment Fiscal Agent under the Reassessment Fiscal Agent Agreement, in trust for the benefit of the Owners of the Reassessment Bonds.

Liability of Fiscal Agent. With respect to the liability of the Reassessment Fiscal Agent,

the following will apply:

(A) The Reassessment Fiscal Agent will not be liable in connection with the performance of its duties under the Reassessment Fiscal Agent Agreement, except for its own negligence or willful misconduct. The Reassessment Fiscal Agent assumes no responsibility or liability for any information, statement or recital in any official statement or other disclosure material prepared or distributed with respect to the issuance of the Reassessment Bonds;

(B) The Reassessment Fiscal Agent may conclusively rely, as to the truth of

the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Reassessment Fiscal Agent and conforming to the requirements of the Reassessment Fiscal Agent Agreement; but in the case of any such certificates or opinions by which any provision of the Reassessment Fiscal Agent Agreement are specifically required to be furnished to the Reassessment Fiscal Agent, the Reassessment Fiscal Agent will be under a duty to examine the same to determine whether or not they conform to the requirements of the Reassessment Fiscal Agent Agreement. Except as provided above in this paragraph, Fiscal Agent will be protected and will incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of the Reassessment Fiscal Agent Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it will in good faith

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reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of the Reassessment Fiscal Agent Agreement, and the Reassessment Fiscal Agent will not be under any duty to make any investigation or inquiry as to-any statements contained or matters referred to in any such instrument;

(C) The Reassessment Fiscal Agent will not be liable for any error of

judgment made in good faith by a responsible officer unless it will be proved that the Reassessment Fiscal Agent was negligent in ascertaining the pertinent facts;

(D) No provision of the Reassessment Fiscal Agent Agreement will require

the Reassessment Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under the Reassessment Fiscal Agent Agreement, or in the exercise of any of its rights or powers;

(E) The Reassessment Fiscal Agent will be under no obligation to exercise

any of the rights or powers vested in it by the Reassessment Fiscal Agent Agreement at the request or direction of any of the Owners pursuant to the Reassessment Fiscal Agent Agreement unless such Owners will have offered to the Reassessment Fiscal Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(F) The Reassessment Fiscal Agent may become the owner of the

Reassessment Bonds with the same rights it would have if it were not the Reassessment Fiscal Agent;

(G) The permissive right of the Reassessment Fiscal Agent to do things

enumerated in the Reassessment Fiscal Agent Agreement will not be construed as a duty and it shall not be answerable for other than its negligence or willful misconduct;

(H) The Reassessment Fiscal Agent may execute any of the trusts or powers

thereof and perform the duties required of it under Reassessment Fiscal Agent Agreement either directly or by or through attorneys or agents, shall not be liable for the acts or omissions of such attorneys or agents appointed with due care; and

(I) The Reassessment Fiscal Agent shall not be concerned with or

accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions of the Reassessment Fiscal Agent Agreement.

(J) The Reassessment Fiscal Agent shall have the right to accept and act

upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Agreement and delivered using Electronic Means (“Electronic Means”) shall mean the following communications methods: S.W.I.F.T., e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Reassessment Fiscal Agent, or another method or system specified by the Reassessment Fiscal Agent as available for use in connection with its services hereunder); provided, however, that the City shall provide to the Reassessment Fiscal Agent an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen

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signatures of such Authorized Officers, which incumbency certificate shall be amended by the City whenever a person is to be added or deleted from the listing. If the City elects to give the Reassessment Fiscal Agent Instructions using Electronic Means and the Fiscal Agent in its discretion elects to act upon such Instructions, the Reassessment Fiscal Agent’s understanding of such Instructions shall be deemed controlling. The City understands and agrees that the Reassessment Fiscal Agent cannot determine the identity of the actual sender of such Instructions and that the Reassessment Fiscal Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Reassessment Fiscal Agent have been sent by such Authorized Officer. The City shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Fiscal Agent and that the City and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the City. The Reassessment Fiscal Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Fiscal Agent’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The City agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Reassessment Fiscal Agent, including without limitation the risk of the Fiscal Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Reassessment Fiscal Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the City; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Reassessment Fiscal Agent immediately upon learning of any compromise or unauthorized use of the security procedures.

Amendments Permitted.

With Bondowner Consent. The Reassessment Fiscal Agent Agreement and the rights and obligations of the City and of the Owners of the Reassessment Bonds may be modified or amended at any time by a Supplemental Agreement pursuant to the affirmative vote at a meeting of Owners, or with the written consent without a meeting, of the Owners of at least 60% in aggregate principal amount of the Reassessment Bonds then Outstanding, exclusive of disqualified Reassessment Bonds. No such modification or amendment will (i) extend the maturity of any Reassessment Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the principal of and the interest on any Reassessment Bond, without the express consent of the Owner of such Reassessment Bond, or (ii) permit the creation by the City of any pledge or lien upon the Reassessments superior to or on a parity with the pledge and lien created for the benefit of the Reassessment Bonds (except as otherwise permitted by the Refunding Assessment Bond Law, the Resolution, the laws of the State of California or the Reassessment Fiscal Agent Agreement), or reduce the percentage of Bonds required for the amendment of the Reassessment Fiscal Agent Agreement, or to amend the provisions of the Reassessment Fiscal Agent Agreement relating to amendment. Any such amendment may not modify any of the rights or obligations of the Reassessment Fiscal Agent without its written consent.

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Without Bondowner Consent. The Reassessment Fiscal Agent Agreement and the rights and obligations of the City and of the Owners may also be modified or amended at any time by a Supplemental Agreement, without the consent of any Owners, only to the extent permitted by law and only for any one or more of the following purposes:

(A) to add to the covenants and agreements of the City in the Reassessment

Fiscal Agent Agreement contained, other covenants and agreements thereafter to be observed, or to limit or surrender any right or power in the Reassessment Fiscal Agent Agreement reserved to or conferred upon the City;

(B) to make modifications not adversely affecting any outstanding series of

Bonds of the City in any material respect; (C) to make such provisions for the purpose of curing any ambiguity, or of

curing, correcting or supplementing any defective provision contained in the Reassessment Fiscal Agent Agreement, or in regard to questions arising under the Reassessment Fiscal Agent Agreement, as the City and the Reassessment Fiscal Agent may deem necessary or desirable and not inconsistent with the Reassessment Fiscal Agent Agreement, and which will not adversely affect the rights of the Owners of the Reassessment Bonds; or

(D) to make such additions, deletions or modifications as may be necessary

or desirable to assure exemption from federal income taxation of interest on the Authority Bonds .

Discharge of Agreement.

If the City will pay and discharge the entire indebtedness on all Reassessment Bonds Outstanding in any one or more of the following ways:

(A) by paying or causing to be paid the principal of and interest on, all

Reassessment Bonds Outstanding, as and when the same become due and payable; (B) by depositing with the Reassessment Fiscal Agent, in trust, at or before

maturity, money which, together with the amounts then on deposit in the funds and accounts is fully sufficient to pay all Reassessment Bonds Outstanding, including all principal and interest, or;

(C) by irrevocably depositing with the Reassessment Fiscal Agent, in trust,

cash and Federal Securities in such amount as the City will determine, as confirmed by an independent certified public accountant, which will, together with the interest to accrue thereon and moneys then on deposit in the fund and accounts, be fully sufficient to pay and discharge the indebtedness on all Reassessment Bonds, including all principal and interest, at or before their respective maturity dates; and if such Reassessment Bonds are to be redeemed prior to the maturity thereof notice

of such redemption will have been given as in the Reassessment Fiscal Agent Agreement provided or provision satisfactory to the Reassessment Fiscal Agent will have been made for the giving of such notice, then, at the election of the City, and notwithstanding that any Reassessment Bonds will not have been surrendered for payment, the pledge of the

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Reassessments and other funds provided for in the Reassessment Fiscal Agent Agreement and all other obligations of the City under the Reassessment Fiscal Agent Agreement with respect to all Reassessment Bonds Outstanding will cease and terminate, except only the obligation of the City to pay or cause to be paid to the Owners of the Reassessment Bonds not so surrendered and paid all sums due thereon, the obligation of the City to assure that no action is taken or failed to be taken if such action or failure adversely affects the exclusion of interest on the Reassessment Bonds from gross income for federal income tax purposes, and all amounts owing to the Reassessment Fiscal Agent; and thereafter Reassessments will not be payable to the Reassessment Fiscal Agent. Notice of such election will be filed with the Reassessment Fiscal Agent. Any funds thereafter held by the Finance Director upon payments of all fees and expenses of the Reassessment Fiscal Agent, which are not required for said purpose, will be paid over to the City to be used by the City as provided in the Refunding Assessment Bond Law and the Assessment Bond Law.

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The maturity schedule for the Reassessment Bonds is set forth below:

Maturity Date (September 2)

Principal Amount

Interest Rate Per Annum

2014 $570,000 3.000% 2015 745,000 3.000 2016 780,000 4.000 2017 810,000 4.000 2018 835,000 4.000 2019 875,000 5.000 2020 630,000 5.000 2021 595,000 5.000 2022 220,000 5.000

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APPENDIX B

GENERAL INFORMATION REGARDING THE CITY OF TRACY AND THE COUNTY OF SAN JOAQUIN

The following information concerning the City of Tracy (the "City") and San Joaquin

County (the “County”) are included only for the purpose of supplying general information regarding the community. The Bonds are not a debt of the City, the County, the State or any of its political subdivisions, and neither the City, the County, the State nor any of its political subdivisions is liable therefor.

Population Population figures for the City, the County and the State for the last five years are shown

in the following table.

CITY OF TRACY AND SAN JOAQUIN COUNTY Population Estimates

Calendar Years 2009 through 2013

Calendar City of County State of Year Tracy San Joaquin California 2009 82,040 677,833 36,966,713 2010 82,800 684,057 37,223,900 2011 83,242 689,160 37,427,946 2012 83,562 692,997 37,668,804 2013 84,060 698,414 37,966,471

Source: State Department of Finance estimates (as of January 1, 2013)

B-2

Employment and Industry The District is included in the Stockton Metropolitan Statistical Area (“MSA”), which

includes all of San Joaquin County. The unemployment rate in the San Joaquin County was 12.1% in December 2013, down from a revised 12.3% in November 2013, and below the year-ago estimate of 14.7%. This compares with an unadjusted unemployment rate of 7.9% for California and 6.5% for the nation during the same period.

Set forth below is data from calendar years 2008 to 2012 reflecting the County’s civilian

labor force, employment and unemployment. These figures are county-wide statistics and may not necessarily accurately reflect employment trends in the District. Figures for calendar year 2013 are not yet available.

STOCKTON METROPOLITAN STATISTICAL AREA

(San Joaquin County) Civilian Labor Force, Employment and Unemployment

(Annual Averages)

2008 2009 2010 2011 2012 Civilian Labor Force (1) 293,000 298,200 298,900 297,600 298,500 Employment 262,700 252,600 247,200 247,400 253,200 Unemployment 30,300 45,600 51,800 50,100 45,300 Unemployment Rate 10.3% 15.3% 17.3% 16.8% 15.2% Wage and Salary Employment: (2) Agriculture 14,900 15,200 15,400 15,100 14,900 Mining and Logging 200 100 100 100 100 Construction 11,400 8,400 7,600 7,300 7,600 Manufacturing 21,200 18,900 17,600 17,500 17,700 Wholesale Trade 10,400 9,900 9,900 10,200 10,600 Retail Trade 25,600 23,700 23,500 24,000 24,800 Transportation, Warehousing and Utilities 14,100 13,900 13,800 14,200 50,500 Information 2,400 2,200 2,100 2,000 1,800 Financial Activities 9,400 8,900 7,800 7,400 7,400 Professional and Business Services 17,600 15,900 15,600 15,000 16,300 Educational and Health Services 28,400 28,300 28,600 29,100 28,900 Leisure and Hospitality 17,500 16,700 16,200 16,200 16,900 Other Services 7,400 7,000 7,000 6,100 6,500 Federal Government 3,900 4,100 4,300 4,000 3,900 State Government 4,300 4,100 3,900 3,800 3,700 Local Government 32,100 31,700 30,000 28,500 28,600 Total All Industries 220,600 209,000 203,400 200,500 204,800

(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers,

household domestic workers, and workers on strike. (2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers,

household domestic workers, and workers on strike. Source: State of California Employment Development Department.

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The following table list the major employers within the County, as of February 2014.

SAN JOAQUIN COUNTY Major Employers

As of February 2014

Employer Name Location Industry All Trade Handyman Mgmt LLC Tracy Handyman Services B & B Ranch Linden Ranches Blue Shield of California Lodi Health Plans Deuel Vocational Institution Tracy City Govt-Correctional Institutions Division of Juvenile Justice Stockton Government Offices-Us Foster Care Svc Stockton County Government-Social/Human Resources J C Penney Warehouse Not Available Distribution Centers (Whls) Leprino Foods Co. Tracy Cheese Processors (Mfrs) Lodi Memorial Hospital Home Health Lodi Home Health Service Lodi Memorial Hospital Lodi Hospitals Morada Produce Co Stockton Fruits & Vegetables-Growers & Shippers North California Youth Ctr Not Available Police Departments O-G Packing & Cold Storage Co Stockton Fruits & Vegetables-Growers & Shippers Pacific Coast Producers Lodi Canning (Mfrs) Prima Frutta Packing Inc Linden Fruit & Produce Packers Safeway Distribution Warehouse Tracy Distribution Centers (Whls) San Joaquin County Human Svc Stockton County Government-Social/Human Resources San Joaquin General Hospital French Camp Hospitals San Joaquin Sheriff's Office French Camp Sheriff St Joseph's Medical Ctr Stockton Medical Centers Stockton Police Dept Stockton Police Departments University of the Pacific Stockton Schools-Universities & Colleges Academic Walmart Supercenter Stockton Department Stores Waste Management Inc Lodi Garbage Collection Whirlpool Corp Stockton Appliances-Household-Major-Man

Source: State of California Employment Development Department, extracted from The America's Labor Market Information System (ALMIS) Employer Database, 2014 1st Edition.

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Commercial Activity In 2009, the State Board of Equalization converted the business codes of sales and use

tax permit holders to North American Industry Classification System codes. As a result of the coding change, retail stores data for 2009 is not comparable to that of prior years.

A summary of historic taxable sales within the City during the past five years in which

data is available is shown in the following table. Total taxable sales during the first three quarters of calendar year 2012 in the City were reported to be $777,568,000, a 10.10% increase over the total taxable sales of $856,072,000 reported during the first three quarters of calendar year 2011. Annual figures for calendar year 2012 are not yet available.

CITY OF TRACY

Taxable Retail Sales Number of Permits and Valuation of Taxable Transactions

(Dollars in Thousands)

Retail Stores Total All Outlets

Number of Permits

Taxable Transactions

Number of Permits

Taxable Transactions

2007 831 $976,047 1,517 $1,133,674 2008 848 883,180 1,494 1,026,995 2009(1) 909 752,864 1,338 878,925 2010(1) 961 829,188 1,382 928,740 2011(1) 950 943,829 1,365 1,056,404

(1) Not comparable to prior years. “Retail” category now includes “Food Services.” Source: State Board of Equalization.

A summary of historic taxable sales within the County during the past five years in which

data is available is shown in the following table. Total taxable sales during the first three quarters of calendar year 2012 in the County were reported to be $6,142,619,000, a 7.57% increase over the total taxable sales of $6,607,428,000 reported during the first three quarters of calendar year 2011. Annual figures for calendar year 2011 are not yet available.

COUNTY OF SAN JOAQUIN

Taxable Retail Sales Number of Permits and Valuation of Taxable Transactions

(Dollars in Thousands)

Retail Stores Total All Outlets

Number of Permits

Taxable Transactions

Number of Permits

Taxable Transactions

2007 6,435 $6,461,257 13,300 $9,326,761 2008 6,824 5,834,396 13,419 8,696,074 2009(1) 8,203 4,974,437 12,297 7,260,073 2010(1) 8,534 5,213,982 12,633 7,602,090 2011(1) 8,337 5,740,948 12,450 8,426,952

(1) Not comparable to prior years. “Retail” category now includes “Food Services.” Source: State Board of Equalization.

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Median Effective Buying Income “Effective Buying Income” is defined as personal income less personal tax and nontax

payments, a number often referred to as “disposable” or “after-tax” income. Personal income is the aggregate of wages and salaries, other labor-related income (such as employer contributions to private pension funds), proprietor’s income, rental income (which includes imputed rental income of owner-occupants of non-farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as “disposable personal income.”

The following table summarizes the total effective buying income for the County of San

Joaquin, the State and the United States for the period 2008 through 2012. Figures for year 2013 are not yet available.

CITY OF TRACY AND SAN JOAQUIN COUNTY

EFFECTIVE BUYING INCOME 2008 through 2012

Year

Area

Total Effective Buying Income (000’s Omitted)

Median Household Effective Buying

Income

2008 City of Tracy $ 1,762,535 $66,497 San Joaquin County 11,910,065 43,718 California 832,531,445 48,952 United States 6,443,994,426 42,303

2009 City of Tracy $ 1,914,495 $67,945 San Joaquin County 12,260,330 44,434 California 844,823,318 49,736 United States 6,571,536,768 43,252

2010 City of Tracy $ 1,713,418 $62,219 San Joaquin County 11,425,114 42,086 California 801,393,028 47,177 United States 6,365,020,076 41,368

2011 City of Tracy $ 1,716,623 $62,085 San Joaquin County 11,534,633 42,000 California 814,578,458 47,062 United States 6,438,704,664 41,253

2012 City of Tracy $ 1,646,653 $56,079 San Joaquin County 11,761,283 41,939 California 864,088,828 47,307 United States 6,737,867,730 41,358

Source: The Nielsen Company (US), Inc.

B-6

Building Activity

The table below summarizes building activity in the City and the County from calendar

years 2008 through 2012.

CITY OF TRACY Building Permit Activity

Dollars in Thousands

2008 2009 2010 2011 2012 Permit Valuation New Single-family $2,787.7 $5,550.4 $4,549.0 $2,951.8 $5,317.5 New Multi-family 0.0 0.0 0.0 0.0 0.0 Res. Alterations/Additions 1,583.5 1,219.2 1,914.9 2,042.1 22,356.9

Total Residential 4,371.2 6,769.6 6,464.0 4,993.9 27,674.4 New Commercial 80,023.6 1,339.5 13,184.4 213.6 98,007.0 New Industrial 0.0 0.0 0.0 0.0 0.0 New Other 4,470.9 1,587.9 1,234.8 52.7 4,200.0 Com. Alterations/Additions 24,485.6 17,036.6 16,082.3 30,056.6 6,029.0

Total Nonresidential $108,980.1 $19,964.0 $30,501.5 $30,322.9 New Dwelling Units Single Family 18 28 18 11 20 Multiple Family 0 0 0 0 0 TOTAL 18 28 18 11 20

Source: Construction Industry Research Board, Building Permit Summary

COUNTY OF SAN JOAQUIN

Building Permit Activity Dollars in Thousands

2008 2009 2010 2011 2012

Permit Valuation New Single-family $171,391.3 $160,431.1 $166,223.0 $159,012.2 $250,227.1 New Multi-family 4,717.6 0.0 15,426.9 14,853.1 0.0 Res. Alterations/Additions 34,289.5 25,995.5 28,058.7 48,093.6 22,356.9 Total Residential 210,398.5 186,426.6 209,708.7 221,958.9 272,584.0 New Commercial 306,150.5 18,405.6 31,521.9 45,422.2 176,179.0 New Industrial 38,172.5 3,102.2 1,333.0 9,669.3 13,126.8 New Other 40,025.0 35,574.4 40,130.0 4,709.7 4,200.0 Com. Alterations/Additions 146,515.9 96,536.3 100,108.9 108,216.9 65,989.4 Total Nonresidential $530,863.9 $153,618.4 $173,093.8 $168,018.1 New Dwelling Units Single Family 770 773 801 728 1,052 Multiple Family 54 0 157 152 0 TOTAL 824 773 958 880 1,052

Source: Construction Industry Research Board, Building Permit Summary

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APPENDIX C

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES

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RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX

I. DEFINfflONS:

"CFO No. 1989-1" means Community Facilities District No. 1989-1 (Industrial Specific Plan -

Northeast Area), City of Tracy, San Joaquin County, State of California.

"Council" means the Gty Council of the City of Tracy, San Joaquin County, California.

"Fiscal Year" means the period from July 1st of any calendar year through June 30th of the

following calendar year.

"Property" means legal parcels (as of March 1 of the previous Fiscal Year, or later if adjusbnents

are made after that date by the San Joaquin County Assessor and Treasurer /Tax Collector) of real

property in private ownership within CFO 1989-1.

"Special Tax" means the special tax that may be levied on any Property for any Fiscal Year, and

shall be levied as long as necessary to pay for the facilities to be financed by CFO No. 1989-1 and to

discharge authorized bond obligations of CFO No. 1989-1.

"Special Tax Obligation" means the total obligation of a parcel or parcels of Property to pay

Special Tax for the remaining life of CFO 1989-1.

"Special Tax Requirement" is an amount to be determined annually by the Council. It shall be

comprised of the amount necessary to pay the authorized costs and expenses of CFO 1989-1 including

those necessary to administer the bonds, collect and administer the Special Taxes, and administer CFO

1989-1 (which total administrative amount shall be separately stated by the Council in each levy), to

pay current debt service on the bonds, to accumulate funds for future debt service (if this is deemed

necessary by the Council), to pay amounts delinquent on the bonds (or to become delinquent based

upon past Special Ta,c: delinquencies}, to replenish the reserve fund to its proper level (including

payments to be made from the reserve fund based upon past special tax delinquencies), to pay directly

for any authorized facilities or to accumulate funds for that purpose, less all other amounts, from any

lawful source, (except reimbursements from the Residential Specific Plan) available for payment of

these costs. :

II. MAXIMUM, ANNUAL. SPECIAL TAX:

All Property shall be subject to a maximum, annual, S~al Tax according to its designation. on

the Boundary Map of CFO 1989-1 as shown below, except (1) that no Special Tax may be lEivied upon

areas 1-0a .and I-Ob until substantially all of those areas have been annexed to the City of Tracy, and

(2) if those annexations have not taken place, no Special Tax may be levied against any properties until

a plan for phasing of the improvements has been approved in w;riting by the owners of a majority (by

land area} of the property to be subject to the Special Tax within'areas I-la, I-lb, 1-2 and I-3.

•· .

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Alternative 1:

Boundary Map Designation 1-0a I-Ob I-la I-lb 1-2 1-3

Maximum, Annual, Special Tax $0.123 per square foot of parcel area $0.119 per square foot of parcel area $0.150 per square foot of parcel area $0.116 per square foot of parcel area $0.094 per square foot of parcel area $0.089 per square foot of parcel area

Alternative 2: Alternative 2 is solely to accommodate interest rates higher than were assumed in calculating Alternative 1, should such higher interest rates occur at the time of bond sale. If, at the time bonds are sold, the Special Tax Requirement may be met using the maximum tax rates shown in Alternative 1, the Council shall so declare by ordinance, and this Alternative 2 shall, from that time, be of no further force or effect. If Alternative 1 is not then sufficient because of increased interest rates, the Council shall, by ordinance, set new maximums (which shall not, in any case, exceed this Alternative 2) just sufficient to accommodate the higher interest rates, calculated in the same fashion as Alternatives 1 and 2.

III.

Boundary Map Designation 1-0a I-Ob I-la I-lb 1-2 1-3

Maximum. Annual. Special Tax $0.145 per square foot of parcel area $0.141 per square foot of parcel area $0.177 per square foot of parcel area $0.137 per square foot of parcel area $0.110 per square foot of parcel area $0.105 per square foot of parcel area

BACK-UP ADDITIONAL SPECIAL TAX FOR DELINQUENCIES:

All Property may be subject to an additional tax (the 'back-up tax") of up to $0.08 per square foot of parcel area under the following circumstances:

a. The back-up tax may be levied only to the extent the special tax levy under the limits of Section II, above, is insufficient to meet the Special Tax Requirement;

b. As a further limitation, the back-up tax may be levied only to the extent that the Special Tax Requirement includes amounts delinquent on the bonds (or to become delinquent based upon past Special Tax delinquencies) or to replenish the reserve fund to its proper level (including payments to be made from the reserve fund based upon past Special Tax delinquencies);

c. As a further limitation, the back-up tax may only be levied on parcels having a value (as appraised or estimated by an appraiser selected by the City) in excess of three times that parcel's proportionate share of the outstanding CFD 1989-1 bonded indebtedness pius that parcel's share of all other outstanding bonded indebtedness. The CFO 1989-1 proportionate share shall be calculated as in Section V (c) and (d), below. The back-up tax shall be levied a cent at a time. Each time a cent is added to the back-up tax, a new calculation of proportionate share of the outstanding bonded indebtedness shall be done with the extra cent now conside~ed to be a part of the authorized maximum tax. This will increase the share of the outstandmg bonded indebtedness for those parcels receiving the additional cent of back-up tax. If, after the new calculation, a parcel is no longer worth three times its recalculated share of the outstanding bonded indebtedness, that parcel shall receive no further back-up tax for that Fiscal Year.

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C-1-3

d. It is expected that all back-up taxes paid will eventually be credited, against Special Taxes for those parcels paying them, in subsequent years. The amount of credit shall be tne amount of back-up tax paid, plus interest at 10% per annum, from the March 1 of the Fiscal Year in which they were due, compounded annually.

As soon as parcels constituting 90% of the land area subject to the Special Tax have achieved at least the 3:1 ratio (as to outstanding CFO 1989-1 debt as well as other outstanding debt) without reference to the back-up tax, the authority to levy any back-up tax under this Section shall end and be of no further force or effect.

IV. METHOD OF APPORTIONMENT:

The Special Taxes shall be levied for each Fiscal Year by the Council. The Special Taxes shall be set, initially, at the maximum rate for all parcels.

A. If the resulting Special Taxes, together with funds on hand in the redempltion fund, foreclosure proceeds, property redemptions, reimbursements and any other lawfully available and committed funds, are insufficient to meet the Special Tax Requirement, then the procedure for levying back-up taxes, outlined above, shall be utilized until the special Tax Requirement has been met or the maximum back-up taxes have been levied, whichever comes first.

B. If the resulting Special Taxes, together with funds on hand in the redemption fund, foreclosure proceeds, property redemptions, reimbursements and any other lawfully available and committed funds, exceed the Special Tax Requirement, the Special Taxes shall be lowered, until the total of sudt funds available just meet the Special Tax Requirement, in the following ways:

v.

1. That property which is entitled to the most credit for past payments of the back-up tax shall have its Special Tax lowered or credited until the amount by which its Special Tax is lowered or credited equals the amount by which its entitlement for credit of back-up tax exceeds the second largest entitlement. At this point the property will stand on an equal basis with that property which has the second largest entitlement to credit for back-up taxes paid.

2. The two properties will then have their Special Taxes lowered until they have been credited with the amount by which their entitlement to credit for back-up taxes paid exceeds the third largest entitlement to such credit. Then these three parcels shall be credited do~m to the level of the next-highest entitlement to credit, and so on. The intent is to give credits, against the Special Taxes being levied, for all back-up taxes previously paid (with interest), but if this is not possible, then to_ apply what credit is available to those properties which have accumulated the most entitlement to credit, bringing them down, insofar as possible, into an equality with those which have less accumulated entitlement.

3. If credits have been given for all back-up taxes previously paid (togi:?ther with interest), and the Special Taxes as set initially and as adjusted above still exceed, in the aggregate, the Special Tax Requirement, then the amount of that excess shall be stated as a percentage of the total amount of Special Tax that could be raised for that Fiscal Year if all Property were taxed at its maximum rate, and the Special Tax on each parcel shall be reduced by that same percentage of its maximum rate. ,

PREPAYMENT OF SPECIAL TAX OBLIGATION:

The entire Special Tax Obligation for a parcel of Property may be prepaid as follows:

a. The parcel to be prepaid must not be delinquent in any payment of Special Tax. Prepayment hereunder shall not relieve any property owner from paying those Special Taxes

.. .

C-1-4

which have already become due and payable, and the Notice of Cancellation of Special Tax Lien shall not be recorded until those Special Taxes have been paid.

b. All of the authorized bonds of CFO 1989-1 must be issued, or the Council must pass a resolution stating that no further bonds will be issued by CFO 1989-1.

c. The maximum, annual, Special Tax (exclusive of any back-up tax) for the parcel to be prepaid, as of the payoff date, shall be calculated as a percentage of the maximum annual Special Tax (exclusive of any back-up tax) that could be levied on all Property as of the payoff date.

d. This percentage shall be applied to the total amount of outstanding bonded indebtedness of CFO 1989-1. The total amount of bonded indebtedness of CFO 1989-1 shall be calculated as of the date through which principal has been paid (or will be paid by Special Taxes which have already become due and payable). .

e. Interest on the amount calculated under "d", above shall be calculated at the bond rate from the last preceding interest payment date on the bonds to one week after the prepayment date, unless interest to the next interest payment date is to be paid from Special Taxes which have already been paid or which have become due and payable, in which event one week's interest only shall be charged. ·

f. No credit shall be given for any portion of the Reserve Fund because of the loss of cross-collateralization. In addition, a calculation shall be made of the amount by which the reserve fund falls short of the Reserve Requirement. The percentage calculated under "d", above, shall be applied to the shortfall, and the resulting sum shall be an additional premium for the loss of cross-collateralization.

g. An additional premium for any negative arbitrage during any period of defeasance (investment of payoff monies in direct U.S. Government securities pending the end of the call-protection period and the retirement of bonds) shall be calculated by a certified public accountant acceptable to the City, in a writing addressed to the City, effective as of the prepayment date. The fee of the CPA shall be paid by the owner of the parcel to be prepaid.

h. The prepayment premium on the bonds at the end of the call-protection period, if any, shall be applied to the amount determined under "d", above. The owner of the parcel to be prepaid may request that redemption be postponed until bonds may be called without premium. This may have an impact on the amount calculated under "g", above.

i. The amount to be prepaid for any parcel of Property shall be the sum of the amounts calculated for that parcel under paragraphs "d", "e", "f', "g" and "h", above, plus the reasonable costs and expenses of performing the calculations, preparing and recording the Notice of Cancellation of Special Tax Lien and any other acts or procedures required to be performed in connection with the prepayment. '

The proceeds of all pre-payments shall be used, to the fullest extent possible, to retire (by redemption or defeasance) bonds. Any remainder after the maximum amount of bonds have been redeemed or defeased shall be deposited in the Redemption account.

VI. FUTURE ANNEXATIONS:

The Council hereby declares its policy and intent that all properties within the benefit area for the improvements to be financed under the authority of CFO 1989-1 (the benefit area is described as

. .

C-1-5

shown on Attachment 1) shall be required to annex to CFO 1989-1 under the conditions set forth herein, wlless excused from annexing by the conditions set forth herein.

If all bonds issued or to be issued by CFO 1989-1 have been retired, there shall be no annexations to CFD 1989-1. If additional properties are annexed into CFO 1989-1, they shall be subject to a1n ongoing, maximum, annual, Special Tax, as well as a "catch-up" Special Tax. Each depend upon calculations, to be done by the engineer or special tax consultant, which shall be done as follows:

A. The ongoing. maximum. annual, Special Tax

The ongoing, maximum, annual, Special Tax shall be levied as provided in Sections lII and IV, above. The maximum tax for each annexing property shall be stated as an amount per square foot and shall be calculated as follows:

1. The number of estimated developable square feet (that is: excluding those areas which it is anticipated will be dedicated for public use) in the parcel being annexed shall be detem1ined, and called "dsf';

2. The benefits that are an obligation of each annexing parcel for the estimated co,nstruction cost of storm drainage canals and overcrossings and for through traffic lanes, traffic signals and median improvements over and above the standard frontage and other road improvements that would be generallly required for the zoning classification of the annexing parcel and which are being constructed for general traffic circulation (other than improvements being financed by c1:o 1989-1)

shall be de1temuned as a dollar amount, and divided by "dsf';

3. The amount calculated under 12, above, shall be subtracted from $0.5624;

4. H the result of the subtraction in <][3, above, is less than zero, the parcel shall be relieved of any obligation to annex to CFO 1989-1; if the result is greater than zero the result shall be ,:alled "O";

5. "O" shall be multiplied by 1.22 if Alternative 1 is the maximum Special Tax, by 1.266 if Alternativ1e 2 is the maximum Special Tax, and by a factor to be fixed by the Council by ordinance if the Council sets a new maximum Special Tax under Alternative 2;

6. The result shall be multiplied by .0924 if Alternative 1 is the maximum Special Tax, by .1050 if A1ternative 2 is the maximum Special Tax, and by a factor to be fixed by the Council by ordinance :lf the Council sets a new maximum Spetjal Tax under Alternative 2;

7.

B.

The result shall be rounded off to the nearest thousandth of a dollar.

The "catch-up" Special Tax

The catch-up Special Tax for each annexing parcel shall be calculated as follows:

1. The records of CFO 1989-1 shall be examined to determine the percentage of the maximum Special Tax actually used by the Council in ,levying the first annual Special Tax within CFO 1989-1 (exclusive of any back-up tax};

2. That percentage shall be applied to the maximum, annual tax calculated for the annexing parcel under Subsection A, above. and stated as a dollar amount of "escaped tax":

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3. Interest shall be added to this escaped tax calculated under paragraph 2, above, at the bond rate from the March 1 of the Fiscal Year in which the annual Special Tax referred to was collected for CFO 1989-1 until the date of annexation, compounded annually;

4. The calculations set forth in paragraphs 1, 2 and 3, above, shall be repeated for each year in which the Council has levied Special Taxes for CFD 1989-1 and which levy has not included a Special Tax levy on the annexing parcel;

5. The amounts calrulated above, for each year, shall be added together;

6. A depreciation factor shall be calculated, which shall be the percentage of the time, from the fifth anniversary of the first issuance of bonds to the last anticipated maturity of the bonds, which has elapsed as of the date of annexation (that is: if there were 30 years from the first issuance of bonds to the last maturity of bonds, and annexation were to take place within 5 years after the first issuance of bonds, the depreciation factor would be 0%, but if annexation were to take place 10 years after the first issuance of bonds, the depreciation factor would be 20%);

7. The amount of the catch-up tax shall be the amount calculated under paragraph 5, above, reduced by the depreciation factor calculated under paragraph 6, above.

Payment of this catch-up tax shall be made to the City, and shall be delinquent 30 days following the vote on the annexation unless public proceedings have been begun to provide financing for the eaten-up tax. Even in that event, however, if not paid within the 30 days, the catch-up tax shall bear interest from the date of the vote on the annexation at the bond rate until paid. If such proceedings are abandoned, the catch-up tax shall be delinquent 30 days following the abandonment. All delinquent catch-up taxes shall be subject to an immediate 10% penalty, further interest charges on the amount of the catch-up tax at the time of delinquency of 1 1 / 2% per month, and shall be subject to judicial foreclosure under the Act.

The proceeds of all catch-up taxes shall be used, to the fullest extent possible, to retire (by redemption or defeasance) bonds. Any remainder after the maximum amount of bonds have been redeemed or defeased shall be deposited in the Redemption account.

VII. RESIDENTIAL SPECIFIC PLAN CONTRIBUTIONS

Contributions from the Residential Specific Plan, which are anticipated at some time during the term of the bonds, shall be used to call or defease as many bonds as possible, with any balance used to pay current principal and interest on the bonds. :

VIII. APPEALS AND INTERPRETATION PROCEDURE

Any taxpayer who feels that the amount or formula of the Special Tax is in error may file an application with the City's Director of Public Works (the "Director") contesting the levy of the special tax. The Director shall promptly review the application, and if necessary, meet with the applicant. If the findings of the Director verify that the Special Tax should be modified or changed, a recommendation to that effect shall be made to the Council, and as appropriate, the Special Tax levy shall be corrected and, if applicable in any case, a refund shall be granted. If the Director denies the application, the taxpayer may appeal that determination within 14 days of the mailing of notification of denial, to the City Council under such procedures as the Council shall establish. The determination of the Council on the appeal shall be final for all purposes. The filing of an application or an appeal shall not relieve the taxpayer of the obligation to pay the Special Tax when due.

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Interpretations may be made by Resolution of the Council for purposes of clarifying any vagueness or ambiguity as it relates to any of the terms or provisions of this Exhibit C.

:

EXlllBITB

CITY OF TRACY

COMMUNITY FACILITIES DISTRICT No. 99-1 (Northeast Industrial Area)

RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX

A special tax applicable to each Assessor's Parcel in Community Facilities District No. 99-1 (Northeast Industrial Area) (herein "CFD No. 99-1 ") shall be levied and collected according to the tax liability determined by the City Council of the City of Tracy, through the application of the appropriate amount or rate for Taxable Property, as. described below. All of the property in CFD No. 99-1, unless exempted by law or by the provisions of Section E below, shall be taxed for the purposes. to the extent. and in the manner herein provided, including property subsequently annexed into CFD No. 99-1 unless a separate Rate and Method of Apportionment of Special Tax is adopted for the annexation area.

,A. DEFINITIONS

The terms hereinafter set forth have the following meanings:

"Acre or Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map. or if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable final map, parcel map. or other recorded County parcel map.

"Act" means the Mello-Roos Comnronity Facilities Act of 1982. as amended, being Chapter 2.5, Part lt Division 2 of Title 5 of the Government Code of the State of California.

"Assessor's Parcel" or "Parcel" means a lot or parcel shown on an Assessor's Parcel Map with an assigned APN.

"APN" means the Assessor's Parcel number assigned by the San Joaquin County assessor to designate an i¢ividual Parcel on an Assessor's Parcel Map~

"Assessorts Parcel Map" means an official map of the County Assessor of the County of San Joaquin designating Parcels by APN. ·

"Bonds'' means any bonds or other debt {as defined in Section 53317(d) of the Act), whether in one or more series, issued by CFD No. 99-1 under th~ Act. ·

"City" means the City of Tracy.

Cizy of Tracy CFD No. 99-1 J Nol'ember J> 1999

"City l\1anager" means the City Manager of the City of Tracy.

"Council" means the City Council of the City of Tracy, acting as the legislative body of CFD No. 99-1.

"Developed Property" means, in any Fiscal Year, all Taxable Property for which a construction building permit. in addition to a grading pennit, was issued prior to July 1 of that Fiscal Year.

"Facilities» means the public improvements defined as Facilities in the Resolution of Intention.

"Fiscal Year" means the period starting July 1 and ending on the following June 30.

"Maximum Special Tax" means the maximum Special Tax, detennined in accordance with Section C, that can be levied in any Fiscal Year:

"Owner Association Property" means any property within the boundaries of CFD No. 99-1 owned by a homeowner association or property owner association, including any master or sub­association.

"Proportionately" means, for Developed Property, that the ratio of the actual Special Tax levy to the Maximum Special Tax is equal for all Assessor,s Parcels of Developed Property. For Undeveloped Property, "Proportionately" means that the ratio of the actual Special Tax levy to the Maximum Special Tax is equal for all Assessor's Parcels of Undeveloped Property.

"Public Propertyn means any property within the boundaries of CFD No. 99-1 that is owned by the federal governmen~ State of California. or other local governments or public agencies.

"Resolution of Intention'' means the Resolution of Intention to Establish a Community Facilities District approved by the Council on October 5, 1999.

"Special Tax" means any special tax to be levied each Fiscal Year on Assessor's Parcels of Taxable Property to fund the Special Tax Requirement. The Special Tax shall be applied to pay for debt service on outstanding Bonds or directly for the Facilities, including appurtenant expenses such as design, engineering, inspection. and fmancing costs.

"Special Tax Requirement'" means the amount necessary in any Fiscal Year (i) to pay principal . and interest on Bonds, (ii) to create or replenish reserve funds, (iii) to cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the prior Fiscal Year or (based on delinquencies in the payment of Special Taxes which have already taken place) are expected to occur in 1he Fiscal Year in which the rax will be collected, (iv) to pay administrative expenses of the CPD~ and (v) to pay construction expenses to be funded directly from Special Tax proceeds.

City of Tracy CFD No. 99-1 November 3. 1999

"Square Foot", "Square Footage', or ''Square Feet'' means the square footage reflected on the original construction building permit issued for construction of a residential or non-residential building.

"Taxable Property;' means all of the Assessor•s Parcels within the boundaries of CFD No. 99-1 which are not exempt from the Special Tax pursuant to law or Section E below.

"Undeveloped Property'' means all Taxable Property in CFD No. 99-1 not classified as Developed Property.

B. ASSIGNMENT TO LAND USE CATEGORIES

For each Fiscal Year, all Taxable Property within CFD No. 99-1 shall be classified as either Developed Property or Undeveloped Property and shall be subject to Special Taxes in accordance with the rate and method of apportionment determined pursuant to Sections C and D below. If a construction building pennit has been issued for development of a structure on an Assessor's Parcel in the CFD, and additional structures are anticipated to be built on the Parcel as shown on the approved site plan for such Parcel, a portion of the Acreage of the Assessor's Parcel shall be truced as Undeveloped Property if building permits for all of the structures in the approved site plan for the Assessor• s Parcel were not issued as of July 1 of the Fiscal Year in which the Special Truces are being levied. If the Acreage assigned to each building anticipated on the Assessor's Parcel is not clearly delineated on a subdivision map~ the Aa:eage of the portion of the Assessor,s Parcel to be taxed as Developed Property shall be equal to the structure~s pro rata share of the total Square Footage anticipated on the Assessor's Parcel, as detennined by the City, multiplied by the total Acreage of the Assessor's Parcel. The remaining Acreage within the Assessor's Parcel shall be tax.ed as Undeveloped Property. Determination of the amount of Developed Property and Undeveloped Property on an Assessor's Parcel shall be at the sole discretion of the City.

C. MAXIMUM SPECIAL TAX

1. Maximum Special Tax, Developed Property

The Fiscal Year 2000-01 Maximum Special Tax for Developed Property in the CFD is $3,0lOper Acre. On each July 1, commencing July I~ 2001, the Maximum Special Tax for Developed Property for the FISCal Year commencing such July 1 shall be increased by two percent (2 % ) of the respective Maximum Special Tax in effect in the previous Fiscal Year.

2. Maximum Special Tax, Undeveloped Property

The Fiscal Year 2000-01 Maximum Special Tax for Undeveloped Property is $3.210 per Acre_ On each July 1, commencing July 1, 2001, the Maximum Special Tax for

City ofTracy CFD No. 99-1 3 November 3, .1999

Undeveloped Property for the Fiscal Year commencing such July I shall be increased by two percent (2 %) of the respective Maximum Special Tax in effect in the previous Fiscal Year.

D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX

E.

Commencing with Fiscal Year 2000-01 and for each following Fiscal Year, the City Manager or his/her designee shall determine the Special Tax Requirement to be collected from Taxable Property in CFO No. 99-1 in the·Fiscal Year. The Special Tax shall then be levied as follows:

First: The Special Tax shall be levied. Proportionately on each Assessor's Parcel of Developed Property that is neither Owner Association Property nor Public Property up to 100% of the Maximum Special Tax for Developed Property, as determined by reference to Section C.1. above;

Second: If additional monies are needed to satisfy the costs of the Special Tax Requirement after the first step has been applied, the Special Tax shall be levied Proportionately on each Assessort s Parcel of Undeveloped Property that is neither Owner Association Property nor Public Property up to 100% of the Maximum Special T~ for Undeveloped Property, as determined by reference to Section C.2. above;

Third: If additional monies are needed to satisfy the costs of the Special Tax Requirement after the first two steps have been completed, the Special Tax shall be levied Proportionately on each Assessor~s Parcel of Owner Association Property, using the Maximum Special Tax rate for Undeveloped Property~ as determined by reference to Section C.2. above; and

Fourth: If additional monies are needed to satisfy the costs of the Special Ta.x. Requirement after the first three steps have been complet.ed, the Special Tax shall be levied Proportionately on each Assessor's Parcel of Public Property that is Taxable Property 7

using the Maximum Special Tax rate for Undeveloped Property. as determined by reference to Section C.2. above.

l,IMITATIQNS

Notwithstanding any other provision of chis Rate and Method of Apportionment of Special Tax, no Special Taxes shall be levied on the first 27 .40 Acres of property that becomes Public Property within CFD No. 99-1. Parcels or portions of Parcels that become Public Property after a total of 27 .40 Acres of Public Property have been designated within CFD No. 99-1 shall be subject to the levy of Special Taxes pursuant to the authority provided in Sections 53317.3 and 53317 .5 of the Act. In any event. no Special Taxes shall be

. City of Tracy CPD Nb. 99-1 November 3~ 1999

F.

G.

levied on Public Property or Owner Association Property unless it is necessary to satisfy the Special Tax Requirement pursuant to Section D above.

APPEALS AND INTERPRETATIONS

Any landowner, any lessee or holder of a possessory interest in Public Property which is Taxable Property,. and any lessee on a triple net lease may file a written appeal of the calculation of the Special Tax on its property with the City Manager or his/her designee, provided that the appellant is current in his/her payments of Special Taxes. During the pendency of an appeal, all Special Taxes previously levied must be paid on or before the payment date established when the levy was made.

The appeal must spe.cify the reasons why the appellant claims ·the calculation of the Special Tax is in error. The City Manager or his/her designee shall review the appeal, meet with the appellant if the City Manager or his/her designee deems necessary, and advise the appellant of its determination. If the City Manager or his/her designee agrees with the appellant, the City Manager or his/her designee shall make a recommendation to the Council to reduce the Spe~ial Tax on the appellant's property or to provide a refund to appellant. The approval of the Council or its designee must be obtained prior to any such reduction or refund. If the City Manager or his/her designee disagrees with the appellant and the appellant is dissatisfied with the determination, the appellant then has 30 days in which to appeal to the Council by filing a written notice of appeal with the City Clerk, provided that appellant is current in his/her payments of the Special Taxes. The appeal to the City Council must specify the reasons for its disagreement with the City Manager or bis/her designee's determination. The City Clerk shall schedule the appeal to be heard before the Council or an appeals board designated by the Council.

Interpretations may be made by the City ~anager or his/her designee for purposes of clarifying any vagueness or ambiguity in this Rate and Method of Apportionment and, subject to the foregoing appeals processt such interpretation shall be final and conclusive. The appeal process shall be conducted in substantial conformance with Tracy Municipal Code Section 1.12.

MANNER OF COLLECTION

'The Specjal Taxes will be collected in the same manner and at the same time as ordinary ad valorem property ta.xes; providedt however, that prepayments are permitted as set forth in Section H below and provided further that the City Manager or his/her designee may directly bill the Special Taxes and may collect Special Taxes at a different time or in a different manner as set forth in the proceedings for the formation of the CFD No. 99-1.

Clly of Tracy CFD No. 99-1 :; November 3, 1999

H. PREPAYMENT OF SPECIAL TAX

The following definitions apply to this Section H:

"Remaining Facilities Costs" means the Public Facilities Requirements minus public facility costs funded by OUtstanding Bonds, developer equity. and/or any other source of funding.

"Outstanding Bondstt means all Previously Issued Bonds which remain outstanding, with the following exception: if a Special Tax has been levied or already paid, with respect to an Assessor's Parcel making a prepayment, and a portion of the Special Tax will be used to pay a portion of the next principal payment on the Bonds that remain outstanding (as determined by the City Manager or his/her designee). that next principal payment shall be subtracted :from the total Bond principal that remains outstanding~ and the difference shall be used as the amount of "Outstanding Bonds" for purposes of this prepayment formula.

"Prepayment Date" means the tll"St business day which is: (i) 30 days after the City's receipt of a complete signed and written notice of intent to prepay from the property owner; and (ii) 75 days prior to any redemption date for Bonds to be redeemed with the proceeds of such prepaid Special Taxes.

·"Previously Issued Bonds" means all Bonds that have been issued by or on behalf of CFD No. 99-1 prior to the date of prepayment.

"Public Facilities Requirements" means $7,195,000 in 1999 dollars, which shall increase by four percent (4%) on January 1, 2000, and on each January 1 thereafter.

The Special Tax obligation applicable to each Assessor's Parcel in CFD No. 99-1 may be prepaid and the obligation of the Assessor's Parcel to pay the Special Tax permanently satisfied as descn"bed herein, provided that a prepayment may be made only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax obligation shall provide the City with written notice of intent to prepay the Special Tax with respect to a specified Assessor's Parcel. The Prepayment Amollllt shall be calculated by the City as of the Prepayment Date. In the event that the property owner fails to pay the Prepayment Amount by no later than 75 days prior to the next succeeding redemption date for Bonds to be redeemed with the proceeds of such prepaid Special Taxes, the property owner shall not be entitled to prepay the Special Tax unless a subsequent written notice of intent to prepay is provided to the City by the property owner. After receipt of a subsequent written notice of intent to prepay, the City shall recalculate the Prepayment Amount pursuant to the requirements set forth herein. Within 30 days of receipt of such written noticet the City or its designee shall notify such owner of the prepayment amount for such Assessor's Parcel. Prepayment must be made not less than 75 days prior to any redemption date for Bonds to be redeemed with the proceeds of prepaid Special Taxes.

City ofTrflcy CFD No. 99-1 6 Novembl!r 3, 1999

The Prepayment Amount shall be calculated as follows ( capitalized terms as defined below):

Bond Redemption Amount (Step 3) plus Remaining Facilities Amount (Step 5) plus Redemption Premium (Step 6) plus Defeasance (Step 9) plus Administrative Fees and Expenses (Step 10) ~ Reserve Fund Credit <S~ 11) equals Prepayment Amount (Step 12)

As of the Prepayment Date, the City shall calculate the Prepayment Amount by application of the following steps:

Step Number;

1. As of the Prepayment Date, compute the Maximum Special Tax that could be collected from the specified Assessor's Parcel in the Fiscal Year in which prepayment would be received by the City.

2. As of the Prepayment Date, divide the Maximum Special Tax comput.ed pursuant to Step 1 for the specified Assessor's Parcel by the Maximum Special Taxes that can be collected within the entire CFD in the Fiscal Year of the Prepayment Date.

3. Multiply the quotient computed pursuant to Step 2 by the Outstanding Bonds to compute the amount of Outstanding Bonds to be retired and prepaid (the "Bond Redemption Amount").

4. Compute the current Remaining Facilities Costs (if any).

5. Multiply the quotient computed pursuant to Step 2 by the amount determined pursuant to Step 4 to compute the amount of Remaining Facilities Costs to be prepaid. The amount calculated pursuant to this Step 5 shall be referred to as the "Remaining Fadlmes Amount."

6. Multiply the Bond Redemption Amount computed pursuant to Step 3 by the applicable redemption premiumt if any, on the Outst.anding Bonds to be redeemed. The amount. calculated pursuant to this Step 6 shall be referred to as _the "Redemption Premium."

7. Compute the amount needed to pay interest on the Bond Redemption Amount from the last date on which interest was paid on the OUtstanding Bonds until the earliest redemption date for the Outstanding Bonds.

City of Tracy CFl> No. 99-1 7 November 3, 1999

8. Compute the amount the City or its designee reasonably expects to derive from the reinvestment of the Bond Redemption Amount plus the Redemption Premium until the redemption date for the Outstanding Bonds that the City or its designee expects to redeem with the prepayment.

9. Take the amount computed pursuant to Step 7 and subtract the amount computed pursuant to Step 8. The amount calculated pursuant to this Step 9 sha11 be referred to as the "Defeasance . ..

10. The administrative fees and expenses of CFD No. 99-1 are as calculated by the City and include the costs of computing the prepayment. the costs of redeeming Bonds, and the costs of recording any notices to evidence the prepayment and the redemption {the "Administrative Fees and Expenses 'j.

, 11. A reserve fund credit shall be calculated as a reduction in the applicable Teserve fund for the outstanding Bonds to be redeemed pursuant to the prepayment (the "Reserve Fund Credit").

12. The Special Tax prepayment is equal to the sum of the amounts computed pursuant to Steps 3, 5, 6, 9, and 10. less the amount computed pursuant to Step 11. The amount calculated pursuant to this Step· 12 shall be refeqed to as the "Prepayment Amount".

I. ANNEXATION CATCH-UP TAX

If property annexes into CPD No. 99-1 in any future Fiscal Year, such property shall be subject to a one-time "Annexation Catch-up Tax" that shall become due and payable immediately upon the effective date of annexation. The Annexation Catch-up Tax shall be calculated according to the following steps:

(i) Missed SJ,ecial Tax Payments - the amount of Special Tax that would have been levied each year on the property had the property been included in CPD No. 99-1 at the time that it was initially formed shall be identified. Such amounts shall be determined by evaluating the amounts that would have been levied in each prior Fiscal Year pursuant to Section D.

(ii) Interest Carn - the amounts calculated in (i) above shall be increased each year at a rate equal to the average coupon rate for all outstanding Bonds from the first Fiscal Year in which Special Taxes were levied on behalf of CPD No. 99-1 through and including the Fiscal Year in which the Annexation Catch-up Tax is being calculated (unless the Annexation Parcel is to be included on the tax roll for the Fiscal Year in which the Annexation Catch-up Tax is being calculated}.

Cily of Tracy CFD No. 99-1 8 Nove1nber3, 1999,

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D-1

APPENDIX D

REASSESSMENT REPORT

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CITY OF TRACY

Reassessment District No. 2014

Reassessment Report

June 6, 2014

27368 Via Industria Suite 110 Temecula, CA 92590 T 951.587.3500 | 800.755.6864 F 951.587.3510

www.willdan.com

RAC

' F/J'

CITY OF TRACY Reassessment District No. 2014

REASSESSMENT REPORT Division 11.5, Streets & Highways Code of the State of California

ITEM PAGE NO

REASSESSMENT .................................................................................................................................. 1

COST ESTIMATE .................................................................................................................................. 3

DISTRICT DEBT SERVICE SCHEDULES ............................................................................................ 5

REASSESSMENT ROLL ..................................................................................................................... 11

COMPARISON OF THE AUDITOR'S RECORDS FOR THE EXISTING BONDS AND THE 2014 REFUNDING BONDS ................................................................................................ 27

METHOD OF REASSESSMENT ......................................................................................................... 67

CERTIFICATIONS ............................................................................................................................... 68

REASSESSMENT DIAGRAM .............................................................................................................. 69

CITY OF TRACY Reassessment District No. 2014

Reassessment

WHEREAS, on June 6, 2014, the City Council of the City of Tracy, California, pursuant to the provisions of the Refunding Act of 1984 for 1915 Improvement Act Bonds (the "Act"), adopted its Resolution of Intention No. for the Reassessment of the real property within the boundaries of the City's Reassessment District No. 2014 ("RAD 2014") and for the refunding of the outstanding principal amounts of certain improvement bonds (the "Refunded Bonds") of the City, all as more particularly described in the Resolution of Intention, and to pay the costs of said reassessment refunding;

WHEREAS, said Resolution directed the undersigned to make and file a report presenting a schedule setting forth the unpaid principal and interest of the Refunded Bonds and the total amounts thereof, the total estimated principal amount of the reassessment and of the refunding bonds and the maximum interest thereon, together with an estimate of the cost of the reassessment and of issuing the refunding bonds, the auditor's record showing the schedule of principal installments and interest on all unpaid original assessments or reassessments and the total amounts thereof, the estimated amount of each reassessment, identified by reassessment number corresponding to the reassessment number on the reassessment diagram, together with a proposed auditor's record for the reassessment, and reassessment diagram showing the assessment district and the boundaries and dimensions of the subdivisions of land within RAD 2014. Each subdivision shall be given a separate number upon the diagram to which Resolution reference is hereby made for further particulars;

NOW THEREFORE, the undersigned, by virtue of the power vested in me under the Act and the order of the Council of said City, hereby makes the following assessment to cover the portion of the estimated cost of the acquisitions, work and improvements and the costs and expenses incidental thereto to be paid by RAD 2014.

The amount to be paid for said refunding, together with the expenses incidental thereto, and the reassessment balance are set forth herein.

And I do hereby reassess and apportion said portion of said total amount of the cost and expenses of said reassessment and refunding upon the several lots, pieces or parcels or portions of lots or subdivisions of land liable therefor and benefited thereby, and hereinafter numbered to correspond with the reassessment numbers upon the attached diagram, in accordance with the benefits to be received by such subdivisions, respectively, from the acquisitions and improvements, and more particularly set forth in the list hereto attached and by reference made a part hereof.

Willdan Financial Services 1

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CITY OF TRACY Reassessment District No. 2014

As required by the Act, a diagram is hereto attached showing the boundaries and dimensions of the respective subdivisions of land within RAD 2014 as the same existed at the time of the passage of said Resolution, each of which subdivisions will be given a separate number upon said diagram as part of the final report for RAD 2014. Said reassessment is made upon the several subdivisions of land within said assessment district in proportion to the unpaid principal amount of the original reassessment or assessment recorded as a lien against each said subdivision of land. Each subdivision of land reassessed is described in the reassessment list by reference to its parcel number as shown on the Assessor's Maps of the County of San Joaquin for the fiscal year 2014/2015 and includes all of such parcels. For a more particular description of said property, reference is hereby made to the deeds and maps on file and of record in the office of the County Recorder of said County. Notice is hereby given that serial refunding bonds to represent unpaid reassessments and bearing interest at the rate of not to exceed twelve percent (12%) per annum, (or such higher rate of interest as may be authorized by applicable law at the time of sale of such bonds), will be issued thereunder in the manner provided by Chapter 3 of Division 11.5 of the Streets and Highways Code, the Refunding Act of 1984 for 1915 Improvement Act Bonds, and the last installment of such refunding bonds shall mature on September 2, 2025. Dated as of June 6, 2014. Willdan Financial Services.

By____________________

Mark Risco President and CEO

Willdan Financial Services 2

CITY OF TRACY Reassessment District No. 2014

Cost Estimate

Willdan Financial Services 3

Refunding Bonds Dated Date: 06/04/14Refunding Bonds Delivery Date: 06/04/14

SOURCES:

Par Amount of AD 94-1 Refunding Bonds 2,195,000.00$ Par Amount of AD I-205 Refunding Bonds 4,635,000.00Premium for AD 94-1 Refunding Bonds 87,165.85Premium for AD I-205 Refunding Bonds 179,698.05

SUBTOTAL 7,096,863.90$

AD I-205 Sr 2003 A SR Reserve 560,411.00$ AD I-205 Sr 2003 A Revenue Fund 1,032,317.00AD I-205 Sr 2003 B JR Reserve 61,053.00AD 94-1 Sr 2002 A Reserve 131,868.00 AD 94-1 Local Obs Reserve 377,444.00 AD 94-1 Redemption Fund 148,199.00

2,311,292.00$

TOTAL SOURCES 9,408,155.90$

USES:

Refunding Escrow Deposits:Cash Deposits 0.80$ SLGS Purchases 8,241,152.00

Other Fund Deposits: AD I-205 Local Obs Reserve (50% MADs) 367,200.00AD 94-1 Local Obs Reserve (50% MADs) 166,400.00

Delivery Date Expenses:Cost of Issuance 170,000.00Underwriter’s Discount 68,300.00

Other Uses of Funds:Project 395,103.10SUBTOTAL 9,408,155.90$

TOTAL USES 9,408,155.90$

CITY OF TRACYReassessment District No. 2014 Schedule of Sources and Uses

Willdan Financial Services 4

CITY OF TRACY Reassessment District No. 2014

District Debt Service Schedules

Willdan Financial Services 5

Period Ending Principal Coupon InterestDebt

ServiceSeptember 2, 2014 $230,000.00 6.76600% $82,206.90 $312,206.90March 2, 2015 74,426.00 74,426.00September 2, 2015 250,000.00 6.76600% 74,426.00 324,426.00March 2, 2016 65,968.50 65,968.50September 2, 2016 265,000.00 6.76600% 65,968.50 330,968.50March 2, 2017 57,003.55 57,003.55September 2, 2017 290,000.00 6.76600% 57,003.55 347,003.55March 2, 2018 47,192.85 47,192.85September 2, 2018 310,000.00 6.76600% 47,192.85 357,192.85March 2, 2019 36,705.55 36,705.55September 2, 2019 335,000.00 6.76600% 36,705.55 371,705.55March 2, 2020 25,372.50 25,372.50September 2, 2020 360,000.00 6.76600% 25,372.50 385,372.50March 2, 2021 13,193.70 13,193.70September 2, 2021 390,000.00 6.76600% 13,193.70 403,193.70

Totals: $2,430,000.00 $721,932.20 $3,151,932.20

Prior Bond Debt ServiceCITY OF TRACY

AD94-1 Refunding-Series 2002 A

Willdan Financial Services 6

Period Ending Principal Coupon InterestDebt

ServiceSeptember 2, 2014 $655,000.00 **% $118,025.63 $773,025.63March 2, 2015 105,115.63 105,115.63September 2, 2015 680,000.00 **% 105,115.63 785,115.63March 2, 2016 91,378.13 91,378.13September 2, 2016 715,000.00 **% 91,378.13 806,378.13March 2, 2017 76,470.00 76,470.00September 2, 2017 745,000.00 **% 76,470.00 821,470.00March 2, 2018 60,605.00 60,605.00September 2, 2018 770,000.00 **% 60,605.00 830,605.00March 2, 2019 43,857.50 43,857.50September 2, 2019 805,000.00 **% 43,857.50 848,857.50March 2, 2020 25,955.00 25,955.00September 2, 2020 460,000.00 **% 25,955.00 485,955.00March 2, 2021 15,455.00 15,455.00September 2, 2021 385,000.00 **% 15,455.00 400,455.00March 2, 2022 6,655.00 6,655.00September 2, 2022 285,000.00 **% $6,655.00 $291,655.00

Totals: $5,500,000.00 $969,008.15 $6,469,008.15

AD I-205 Refunding- Series 2003 A & B (Senior & Junior)

Prior Bond Debt ServiceCITY OF TRACY

Willdan Financial Services 7

Period Ending Principal Coupon InterestDebt

ServiceSeptember 2, 2014 630,000.00 3.90000% 110,930.63 740,930.63March 2, 2015 98,645.63 98,645.63September 2, 2015 655,000.00 4.00000% 98,645.63 753,645.63March 2, 2016 85,545.63 85,545.63September 2, 2016 685,000.00 4.12500% 85,545.63 770,545.63March 2, 2017 71,417.50 71,417.50September 2, 2017 705,000.00 4.20000% 71,417.50 776,417.50March 2, 2018 56,612.50 56,612.50September 2, 2018 735,000.00 4.30000% 56,612.50 791,612.50March 2, 2019 40,810.00 40,810.00September 2, 2019 770,000.00 4.40000% 40,810.00 810,810.00March 2, 2020 23,870.00 23,870.00September 2, 2020 430,000.00 4.50000% 23,870.00 453,870.00March 2, 2021 14,195.00 14,195.00September 2, 2021 360,000.00 4.50000% 14,195.00 374,195.00March 2, 2022 $6,095.00 $6,095.00September 2, 2022 $265,000.00 4.60000% $6,095.00 $271,095.00

Totals: $5,235,000.00 $905,313.15 $6,140,313.15

Prior Bond Debt ServiceCITY OF TRACY

AD I-205 Refunding -Series 2003 A (Senior)

Willdan Financial Services 8

Period Ending Principal Coupon InterestDebt

ServiceSeptember 2, 2014 25,000.00 5.00000% 7,095.00 32,095.00March 2, 2015 6,470.00 6,470.00September 2, 2015 25,000.00 5.10000% 6,470.00 31,470.00March 2, 2016 5,832.50 5,832.50September 2, 2016 30,000.00 5.20000% 5,832.50 35,832.50March 2, 2017 5,052.50 5,052.50September 2, 2017 40,000.00 5.30000% 5,052.50 45,052.50March 2, 2018 3,992.50 3,992.50September 2, 2018 35,000.00 5.40000% 3,992.50 38,992.50March 2, 2019 3,047.50 3,047.50September 2, 2019 35,000.00 5.50000% 3,047.50 38,047.50March 2, 2020 2,085.00 2,085.00September 2, 2020 30,000.00 5.50000% 2,085.00 32,085.00March 2, 2021 1,260.00 1,260.00September 2, 2021 25,000.00 5.60000% $1,260.00 $26,260.00March 2, 2022 $560.00 $560.00September 2, 2022 20,000.00 5.60000% 560.00 20,560.00

Totals: $265,000.00 $63,695.00 $328,695.00

CITY OF TRACYAD I-205 Refunding- Series 2003 B (Junior)

Prior Bond Debt Service

Willdan Financial Services 9

Payment Existing Proposed Total Due Payment ² Payment ² Savings2014¹ $1,062,109.64 $888,605.56 $173,504.082015 1,322,202.28 1,053,150.00 269,052.28 2016 1,258,000.09 1,053,250.00 204,750.09 2017 1,332,022.93 1,052,600.00 279,422.93 2018 1,325,043.95 1,052,400.00 272,643.95 2019 1,328,889.98 1,060,800.00 268,089.98 2020 934,159.83 747,400.00 186,759.83 2021 836,033.97 675,000.00 161,033.97 2022 300,921.25 244,400.00 56,521.25

Totals: $9,699,383.92 $7,827,605.56 $1,871,778.36(1) Only includes payment due 9/2/2014 on the bonds

(2) Payments include principle and interest

CITY OF TRACYReassessment District No. 2014AD I-205 and AD 94-1 Combined

Summary of Refunded vs. Refunding Bonds

Willdan Financial Services 10

CITY OF TRACY Reassessment District No. 2014

Reassessment Roll

Willdan Financial Services 11

Reassessment Number Assessor's Parcel

Number Name of Property Owner

( )As Preliminarily

Approved (2)

As Confirmed

1 212-270-02-0000 NOKES, THOMAS J 230,583.23 2 212-270-03-0000 GILL, JAGROOP S TR 161,149.18 3 212-270-11-0000 GOLDEN BEARS III LLC 253,338.05 4 212-270-14-0000 TRACY FCMS LLC 129,541.13 5 212-270-15-0000 ZICOVICH, RON & JULIE TR 77,724.69 6 212-270-18-0000 HARVEY, TAZ & MILENA 103,969.11 7 212-270-19-0000 KBH INVESTMENTS LP 210,038.62 8 212-280-02-0000 AHMADI, NASIR ETAL 116,391.07 9 212-280-03-0000 TRACY PROPERTIES LLC 115,910.13 10 212-280-04-0000 2628 TEE TIME ASSOCIATES LLC 208,253.45 11 212-280-10-0000 VINTAGE INVESTMENTS PTP 120,238.73 12 212-280-11-0000 VINTAGE INVESTMENTS PTP 120,238.73 13 212-290-04-0000 TRACY AUTO LAND LLC 194,321.76 14 212-290-05-0000 TRACY AUTOLAND LLC 30,938.52 15 212-290-47-0000 LNBT ENTERPRISES LLC 122,363.60 16 232-300-03-0000 BITTICKS, WALTER C 3,280.20 17 232-300-04-0000 DUERME, RENATO D & DIVINAGRACIA C TR 3,280.20 18 232-300-05-0000 MIRANDA, JAVIER M 3,280.20 19 232-300-06-0000 AKRAMY, MOHAMMAD A & SIMA 3,280.20 20 232-300-07-0000 ALAS, DELMY D 3,280.20 21 232-300-08-0000 PETERSON, VERNON C & PAULINE S TR 3,280.20 22 232-300-09-0000 DECKER, LORI E 3,280.20 23 232-300-10-0000 SHEN, PINGKWEI A & CHINGJU D 3,280.20 24 232-300-11-0000 GREEN, JUDITH A TR 3,280.20 25 232-300-12-0000 LINGAT, RONWALDO 3,280.20 26 232-300-13-0000 TEE, YONG CHING ETAL 3,280.20 27 232-300-14-0000 MINARD, BRUCE J 3,280.20 28 232-300-15-0000 GARCIA, MICHAEL D & LESLIE A 3,280.20 29 232-300-16-0000 HOFFMAN, DANIEL C & CONSTANTINA 3,280.20 30 232-300-17-0000 YORTON, TIMOTHY & TAMMY 3,280.20 31 232-300-18-0000 WALKER, MARIA P M 3,280.20 32 232-300-19-0000 RODRIGUEZ, DOROTHY M TR 3,280.20 33 232-300-20-0000 HERSCHBACH, MICHAEL S 3,280.20 34 232-300-21-0000 THARPVILK, YULI TR 3,280.20 35 232-300-22-0000 RAN, ALBERT H JR ETAL 3,280.20 36 232-300-23-0000 SINGH, MEHAL 3,280.20 37 232-300-24-0000 SAFFI, MEHRIA ETAL 3,280.20 38 232-300-25-0000 ELMER, MARTINA ANITA 3,280.20 39 232-300-26-0000 DUNKLY, DANIEL L & LORENA A TR 3,280.20 40 232-300-27-0000 LENCARM LLC 3,280.20 41 232-300-28-0000 POON, DANIEL 3,280.20 42 232-300-29-0000 GONICK, DIXIE 3,280.20 43 232-300-30-0000 KAUR, KULJIT ETAL 3,280.20 44 232-300-31-0000 KURTZ, CYNTHIA E 3,280.20 45 232-300-32-0000 STAFFORD, JERAMY & PATRICIA 3,280.20 46 232-300-33-0000 DECKER, TAMARA I 3,280.20 47 232-300-34-0000 SORIA, AILEEN M 3,280.20 48 232-300-35-0000 OSEGUERA, ROGELIO & CARMEN M TR 3,280.20 49 232-300-36-0000 HOANG, THONG Q 3,280.20 50 232-300-37-0000 ANSON, TIMOTHY M 3,280.20 51 232-300-38-0000 QIAN, WEI & CONGXIA 3,280.20 52 232-300-39-0000 DONG, ZHONGHUA & XIAOHUA 3,280.20 53 232-300-40-0000 MUKHERJI, SUKUMAR TR ETAL 3,280.20 54 232-300-41-0000 CASTANEDA, HECTOR 3,280.20 55 232-300-42-0000 OBAOB, AGOSTO E & SHEILA 3,280.20 56 232-300-43-0000 TONG, ENOCH 3,280.20 57 232-300-44-0000 HOGAN, DANIEL PATRICK 3,280.20 58 232-300-45-0000 TRAVERS, ALAN T & LYNDA M 3,280.20 59 232-300-46-0000 COSE, ELENA 3,280.20 60 232-300-47-0000 MOGHRABI, CHRISTINA 3,280.20 61 232-300-48-0000 PODOBNIK, RAYMOND V 3,280.20 62 232-300-49-0000 ALOKOZAI, DEAN & ABEDA 3,280.20 63 232-300-50-0000 WAY, SHANNON K TR 3,280.20 64 232-300-51-0000 ADAMSON, DAVID K & MAY W 3,280.20 65 232-300-52-0000 NELSON, JAY B 3,280.20 66 232-300-53-0000 RODRIGUEZ, MARIA CRUZ 3,280.20 67 232-300-54-0000 NUNEZ, RUDY & KELLY A 3,280.20

CITY OF TRACY Reassessment District No. 2014

Reassessment Roll

Willdan Financial Services 12

68 232-300-55-0000 TOOR, ARMIN K ETAL 3,280.20 69 232-300-56-0000 CASTRO, ROBERTO 3,280.20 70 232-300-57-0000 BROCK, ISAAC & JESSICA 3,280.20 71 232-300-58-0000 SINGH, JASWINDER & RAJWINDER 3,280.20 72 232-300-59-0000 GUTIERREZ, SAUL & WENDY 3,280.20 73 232-300-60-0000 SHEN, YONG & SUE TR 3,280.20 74 232-300-61-0000 DAVIS, GRANT D 3,280.20 75 232-300-62-0000 LEWIS, PATRICK & GERALDINE G 3,280.20 76 232-300-63-0000 TREADWAY, ROBERT & SANDRA 3,280.20 77 232-300-64-0000 PINEDA, ROLANDO R ETAL 3,280.20 78 232-300-65-0000 CASTILLEJA, SOFIA ANN 3,280.20 79 232-300-66-0000 MOLINA, CARLOS 3,280.20 80 232-300-67-0000 RODERICK, DERRICK 3,280.20 81 232-300-68-0000 GUTIERREZ, MARINA C 3,280.20 82 232-300-69-0000 BANALES, GILBERTO & LINDA 3,280.20 83 232-300-70-0000 ENOS, GEORGE J & LINDA A 3,280.20 84 232-300-71-0000 NAIR, VINOD & RONIKA 3,280.20 85 232-300-72-0000 WINK, ERIC L & CHRISTINE M 3,280.20 86 232-300-73-0000 WIENAND, BENJAMIN R & VICKI 3,280.20 87 232-300-74-0000 COOPER, GINGER L 3,280.20 88 232-300-75-0000 GARCIA, JOAQUIN M & SILVIA L 3,280.20 89 232-300-76-0000 JACINTO, MARIO A & ROSANA R 3,280.20 90 232-300-77-0000 AYALA, LEONEL ETAL 3,280.20 91 232-300-78-0000 YU, LARRY & DIANE 3,280.20 92 232-300-79-0000 JAMIL, OMAR 3,280.20 93 232-300-80-0000 DELGADO, REYNALDO G & DENISE M 3,280.20 94 232-300-81-0000 MONTON, MALLY D 3,280.20 95 232-300-82-0000 VOONG, SAY CHI & XIAOLING 3,280.20 96 232-300-83-0000 FANG, RAY & XIAOYUN 3,280.20 97 232-300-84-0000 LUNARDI, RUDY 3,280.20 98 232-300-85-0000 KIRBY, STEPHEN L & JACKIE J 3,280.20 99 232-300-86-0000 ARRAMBIDE, NOE & STACY R 3,280.20 100 232-300-87-0000 ORTIZ, EDDIE & ELIZABETH 3,280.20 101 232-300-88-0000 BOTE, EDWIN B 3,280.20 102 232-300-89-0000 HALL, RYAN D 3,280.20 103 232-300-90-0000 CHEN, STEPHANIE 3,280.20 104 232-310-01-0000 SOTO, ROBERT JR & LISA 3,280.20 105 232-310-02-0000 SILVEIRA, JEROME J TR 3,280.20 106 232-310-03-0000 HENDRIX, LISA 3,280.20 107 232-310-04-0000 TINDALL, MATTHEW L & JOANN 3,280.20 108 232-310-05-0000 FANTONE, FIRMEN D & MARIA T V 3,280.20 109 232-310-06-0000 NIELSEN, JACQUELYN 3,280.20 110 232-310-07-0000 DEOL, MANJIT K & LAKHVIR S 3,280.20 111 232-310-08-0000 RAY, MICHAEL & CAROL 3,280.20 112 232-310-09-0000 KOTI, JOGINDER S 3,280.20 113 232-310-10-0000 COUVSON, VERONICA ETAL 3,280.20 114 232-310-11-0000 MORALES, SERGIO JR 3,280.20 115 232-310-12-0000 MILES, MICHAEL 3,280.20 116 232-310-13-0000 JAUCO, RICARDO C & MERCEDES G 3,280.20 117 232-310-14-0000 GEE, LESTER W & JENNIFER S TR 3,280.20 118 232-310-15-0000 AMBROSE, GEORJEAN M 3,280.20 119 232-310-16-0000 CHESTER, KENNETH A 3,280.20 120 232-310-17-0000 NAJIBI, SAYED A & MARIE E 3,280.20 121 232-310-18-0000 PASCUAL, NORBERT R 3,280.20 122 232-310-19-0000 ALLEN, JUDITH M 3,280.20 123 232-310-20-0000 NAVARRO, MARIO S & ROSIE M 3,280.20 124 232-310-21-0000 BROUSSEAU, GERI 3,280.20 125 232-310-22-0000 ERSKINE, ERROL G & WENDELLA 3,280.20 126 232-310-23-0000 FOSTER, FLORENCE A 3,280.20 127 232-310-24-0000 SUNG, HSINHUI ETAL 3,280.20 128 232-310-25-0000 BRAVO, GONZALO M 3,280.20 129 232-310-26-0000 NELSON, SONJA J 3,280.20 130 232-310-27-0000 VERNON, ROBERT P & TAMMY M 3,280.20 131 232-310-28-0000 LANE, RANDAL M & ANNETTE L 3,280.20 132 232-310-29-0000 NIELSEN, JACQUELYN K 3,280.20 133 232-310-30-0000 HEILING, RICHARD E & KRISTEN A 3,280.20 134 232-310-31-0000 ARAUZ, ROBERTO 3,280.20 135 232-310-32-0000 VANN, DAN & PHALLA 3,280.20 136 232-310-33-0000 COALE, STEVEN M 3,280.20 137 232-310-34-0000 SIN, ALBERT ETAL 3,280.20 138 232-310-35-0000 GREEN, SCHELIA A 3,280.20 139 232-310-36-0000 PARRA, HENRY TROY MANUEL 3,280.20 140 232-310-37-0000 POON, DANIEL P 3,280.20

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725 238-200-36-0000 BENAVIDEZ, SONNY M & JANICE 6,213.79 726 238-200-37-0000 PERRY, MICHAEL S & JUDITH L 6,213.79 727 238-200-38-0000 GIRARD, DANA J & MARGARET E 6,213.79 728 238-200-39-0000 DORSET LANE LLC 6,213.79 729 238-200-40-0000 TANG, WEIXIANG 6,213.79 730 238-200-41-0000 HUEY, ALTON W & GLADYS TR 6,213.79 731 238-200-42-0000 NGUYEN, MICHAEL T & CHAN N 6,213.79 732 238-200-43-0000 MILES, LAURA ANN 6,213.79 733 238-200-44-0000 SWANSON, RICHARD DUANE & EVANGELINE D 6,213.79 734 238-200-45-0000 RODRIGUEZ, M TRINIDAD 6,213.79 735 238-200-46-0000 HAMPTON, ERIC J ETAL 6,213.79 736 238-200-47-0000 KONG, FREDDY YING FAI & IRIS LAI LI SUN 6,213.79 737 238-200-48-0000 LIU, CHIAN 6,213.79 738 238-200-49-0000 CASSELL, C SCOTT JR & SALLY E 6,213.79 739 238-200-50-0000 SERRANO, THOMAS C 6,213.79 740 238-200-51-0000 LY, NGHIA T ETAL 6,213.79 741 238-200-52-0000 QUITORIANO, GILBERT C & ELLEN L 6,213.79 742 238-200-53-0000 SHYAM, LILLIAM 6,213.79 743 238-200-54-0000 AZIZPOR, ZABI 6,213.79 744 238-200-55-0000 ZAMAN, MOHAMMED 6,213.79 745 238-200-56-0000 SINGH, DIDAR 6,213.79 746 238-200-57-0000 GOMEZ, IRMA 6,213.79 747 238-200-58-0000 XING, DONGSHENG & SHUQIN TR 6,213.79 748 238-200-59-0000 FONTANA, TONY & CONNIE M TR 6,213.79 749 238-200-60-0000 PERRY, JOHN & LOUISE M 6,213.79 750 238-200-61-0000 SCHEULLER, BRET DENNIS 6,213.79 751 238-200-62-0000 RODRIGUES, JOE S 6,213.79 752 238-200-63-0000 DOMINGUEZ, ANNETTE T 6,213.79 753 238-200-64-0000 GILL, RUPINDER S & SURINDER K 6,213.79 754 238-200-65-0000 KRAUSE, KEVIN & LISA 6,213.79 755 238-230-01-0000 ABUAN, ANNA M TR 4,111.11 756 238-230-02-0000 RAMIREZ, CHARLES & LIBERTY 4,111.11 757 238-230-03-0000 LOUIS, BRENDAN & LEANNE 4,111.11 758 238-230-04-0000 SUTHERLAND, DONALD R & LINDA L TR 4,111.11 759 238-230-05-0000 ILAR, RUFINO C & TINA C 4,111.11 760 238-230-06-0000 KAUR, RAMANPREET ETAL 4,111.11 761 238-230-07-0000 CORNIER, RAUL 4,111.11 762 238-230-08-0000 TRUESDALE, EDWARD & DORENE 4,111.11 763 238-230-09-0000 ESTRELLA, JOEL & NORMA R 4,111.11 764 238-230-10-0000 CAMPBELL, MARK D & LORI 4,111.11 765 238-230-11-0000 BANG KNUDSEN, JOHN EDVIN & AMY J 4,111.11 766 238-230-12-0000 HUNGER, STEVEN R & PAMELA D 4,111.11 767 238-230-13-0000 NEBRES, ERIC D 4,111.11 768 238-230-14-0000 CALUZA, PORTIA EMILY ETAL 4,111.11 769 238-230-15-0000 FERGUSON, ALFRED R & FE G 4,111.11 770 238-230-16-0000 STOCKTON, RICHARD L TR 4,111.11 771 238-230-17-0000 CATAMBAY, LEILA 4,111.11 772 238-230-18-0000 CROSS, ZACHARY DANIEL & AMANDA L 4,111.11 773 238-230-19-0000 GUERRERO, GENE & THERISA M TR 4,111.11 774 238-230-20-0000 SINGH, MANJINDER & PAULETTE 4,111.11 775 238-230-21-0000 CANFIELD, KALEN W & CASSANDRA N 4,111.11 776 238-230-22-0000 WEBB, PATRICIA L ETAL 4,111.11 777 238-230-23-0000 THOMAS, ROBERT 4,111.11 778 238-230-24-0000 LORENZANA, ANTONIO M 4,111.11 779 238-230-25-0000 MANSUR, AHMAD 4,111.11 780 238-230-26-0000 SILVA, ALBERT J & SHARON L TR 4,111.11 781 238-230-27-0000 ADEJOBI, HEZEKIAH O & FLORENCE 4,110.97 782 238-260-01-0000 GRABER, RONALD G & MELDA GAYE 6,458.60 783 238-260-02-0000 LEIGHTY, WILLIAM ALLEN 6,458.60 784 238-260-03-0000 FLIPPEN, EDWARD A 6,458.60 785 238-260-04-0000 LOCHE, KEITH R & PEGGY L 6,458.60 786 238-260-05-0000 THROWER, KALA S & MARIE KATHERINE 6,458.60 787 238-260-06-0000 WONG, KELVIN IOK HEI 6,458.60 788 238-260-07-0000 FOUNTAINE, BRANDON 6,458.60 789 238-260-08-0000 JANWAY, NATHANIEL K & CARRIE S 6,458.60 790 238-260-09-0000 REED, RON 6,458.60 791 238-260-10-0000 BARBEN, LYNN F & ROBIN LEE 6,458.60 792 238-260-11-0000 TANNER, RICHARD C JR & CRISTINA 6,458.60 793 238-260-12-0000 SANTACRUZ, SERGIO V & NORMA R 6,458.60 794 238-260-13-0000 KHURRAMI, ABDUL WALI 6,458.60 795 238-260-14-0000 FINKBEINER, ERNEST 6,458.60 796 238-260-15-0000 HERNANDEZ, JESUS & MELANIE 6,458.60 797 238-260-16-0000 BLADES, GREGORY & CHERIE 6,458.60

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798 238-260-17-0000 TRAN, PENSRI PHIJITPA 6,458.60 799 238-260-18-0000 MAROTTA, CYNTHIA WHITLEY 6,458.60 800 238-260-19-0000 HIDALGO, DIONNE L 6,458.60 801 238-260-20-0000 MANUBAG, DANIEL & SANDY 6,458.60 802 238-260-21-0000 DHILLON, MADANJEET S & HERBINDER 6,458.60 803 238-260-22-0000 COX, CODY ETAL 6,458.60 804 238-260-23-0000 JAHODA, RANDY TR 6,458.60 805 238-260-24-0000 MARQUEZ, JONI J 6,458.60 806 238-260-25-0000 GARDNER, JAMES R & DEBRA 6,458.60 807 238-260-26-0000 BISPO, DAVID S 6,458.60 808 238-260-27-0000 COELHO, DONALD & KATHY 6,458.60 809 238-260-28-0000 AVILA, DAVID JR & TRACIE SUE 6,458.60 810 238-260-29-0000 RIVERA, LORI 6,458.60 811 238-260-30-0000 BAECHLER, MICHAEL D & JULIA S 6,458.60 812 238-260-31-0000 SCHOON, TIMOTHY D & GERALYN A 6,458.60 813 238-260-32-0000 BRONSON, MARK C & CHRISTINE B 6,458.60 814 238-260-33-0000 DIAZ, FELIPE S 6,458.60 815 238-260-34-0000 MALONE, JODY 6,458.60 816 238-260-35-0000 ROSALES, HERALD L ETAL 6,458.60 817 238-260-36-0000 DUNNIWAY, ERIN A & KIMBERLEE D 6,458.60 818 238-260-37-0000 MANCHESTER, CATHERINE M 6,458.60 819 238-260-38-0000 SINGH, GURPREET ETAL 6,458.60 820 238-260-39-0000 STEWART HARMAN, GINA ARLINE 6,458.60 821 238-260-40-0000 BOOTH, JUDITH E 6,458.60 822 238-260-41-0000 VINTHER, WAYNE A & TERI J 6,458.60 823 238-260-42-0000 SZABO, ADAM & MARY GRACE 6,458.60 824 238-260-43-0000 POK, DERRICK S & JASMINE O 6,458.60 825 238-260-44-0000 RODRIGUEZ, MARTIN & MARTHA 6,458.60 826 238-260-45-0000 PRU, NITH THA & LINDA OURM 6,458.60 827 238-260-46-0000 LEE, BRANDON E 6,458.60 828 238-260-47-0000 OYAO, TROY & DEBORAH 6,458.60 829 238-260-48-0000 GIESBRECHT, LOREN KENT & WEI CHAN 6,458.60 830 238-260-49-0000 ORTIZ, MICHAEL & RENATA M 6,458.60 831 238-260-50-0000 THR CALIFORNIA LP 6,458.60 832 238-260-51-0000 MARTIN, BRADLEY & ILIANA 6,458.61 833 238-260-52-0000 PIRES, JAMES D 6,458.61 834 238-260-53-0000 BAJWA, SEAN 6,458.61 835 238-260-54-0000 PONI, VINCE S ETAL 6,458.61 836 238-260-55-0000 POCASANGRE, JOSE A & MARTA L 6,458.61 837 238-260-56-0000 REO CAPITAL INVEST & ASSET MANAGEMENT 6,458.61 838 238-260-57-0000 BANURU, PRASHANTH KUMAR 6,458.61 839 238-260-58-0000 FIEDLER, MELISSA ETAL 6,458.61 840 238-260-59-0000 LEW, HOWARD & FRANCES 6,458.61 841 238-260-60-0000 MACAIRAN, EDUARDO & TERESA L 6,458.61 842 238-260-61-0000 TREISS, ERIC PAUL & BRENDA M 6,458.61 843 238-260-62-0000 CHURCHILL, HENRY D & LUCY C 6,458.61 844 238-270-02-0000 ALLEN, RICHARD WALLACE TR 4,111.12 845 238-270-03-0000 GILL, KANWALJIT & GURJOTSAROOP 4,111.12 846 238-270-04-0000 ESCOBEDO, MELISSA O ETAL 4,111.12 847 238-270-05-0000 WATERS, CHRISTOPHR & ELIZABETH TR ETAL 4,111.12 848 238-270-06-0000 HORZEWSKI, FRANK C & J E TR 4,111.12 849 238-270-07-0000 DE FREITAS, CARLOS A TR 4,111.12 850 238-270-08-0000 PASCAL, CHARLENE E TR 4,111.12 851 238-270-09-0000 WAHHAB, WILLIAM M & RANA 4,111.12 852 238-270-10-0000 DUNCAN, RICHARD T & ROSE E 4,111.12 853 238-270-11-0000 RAMIREZ, ANTHONY R & LORI C 4,111.12 854 238-270-12-0000 RYZA, PETER & LINDA BARBOSA 4,111.12 855 238-280-01-0000 GASKELL, JOSE MARIA A 4,111.12 856 238-280-02-0000 MCCRARY, JOHN CARL & KAREN 4,111.12 857 238-280-03-0000 JUAN, ULYSSES & JEANNINE 4,111.12 858 238-280-04-0000 GOMEZ, JOSE J & MAYRA L 4,111.12 859 238-280-05-0000 WILSON, RALPH D & SHARON F 4,111.12 860 238-280-07-0000 ANDERSON, ROSS A & TERI A 4,111.12 861 238-280-08-0000 HUANG, YU WEI MIKE & SHIU MEI 4,111.12 862 238-280-09-0000 SINGH, AMRIK ETAL 4,111.12 863 238-280-10-0000 MORENO, ROBERT & MARGARET 4,111.12 864 238-280-11-0000 GONZALEZ, JUAN JOSE 4,111.12 865 238-280-12-0000 RAMOS, PAULO R & ANNA C 4,111.12 866 238-280-15-0000 GOODLEY, PAUL C 4,111.12 867 238-280-16-0000 LIMA, CARLOS 4,111.12 868 238-280-17-0000 HUBERWALD, KIM MINH 4,111.12 869 238-280-18-0000 PRESTIA, TIMOTHY A JR & MINDY L WHITE 4,111.12 870 238-280-19-0000 BOSCH, EVERETT D & HILDA M 4,111.12

Willdan Financial Services 23

871 238-280-20-0000 BRATT, ROBERT A & VIVIAN E 4,111.12 872 238-280-21-0000 LANGLAND, THOMAS P & DANA J 4,111.12 873 238-280-22-0000 BENAFGHOUL, ABDOU & MARCELLE S 4,111.12 874 238-280-23-0000 SAAR, JOSEPH A 4,111.12 875 238-290-01-0000 GREBE, GREGORY A & CATHY D 6,643.49 876 238-290-02-0000 SPARKS, LARRY L & CECILIA 6,643.49 877 238-290-03-0000 VOULTSOS, JOHN & CAROL 6,643.49 878 238-290-04-0000 ZELMER, STEVE & PATTI 6,643.49 879 238-290-05-0000 MERIDA, BETTO & ROSARIO 6,643.49 880 238-290-06-0000 KRAFT, JEAN C TR 6,643.49 881 238-290-07-0000 SLOAN, GARLAND & DEBORAH 6,643.49 882 238-290-08-0000 CHURCH, NATHAN A & CHRISTINA L 6,643.49 883 238-290-09-0000 KNUDSEN, MARIA R ETAL 6,643.49 884 238-290-10-0000 GOMEZ, MYRIAM 6,643.49 885 238-290-11-0000 VILLALOBOS, DOMINGO 6,643.49 886 238-290-12-0000 WILLIAMS, DEMARS P & DEBORAH A 6,643.49 887 238-290-13-0000 GOMEZ, GREGORY G & LYUDMYLA 6,643.49 888 238-290-14-0000 BLOMQUIST, ANGELA D 6,643.49 889 238-290-15-0000 PEREZ, JOHN ERNEST & ANNETTE L 6,643.49 890 238-290-16-0000 RODRIGUES, MIKE J & MELISSA 6,643.49 891 238-290-17-0000 TRAN, MINH C ETAL 6,643.49 892 238-290-18-0000 OLIVEIRA, FERNANDO T & MARY C TR 6,643.49 893 238-290-19-0000 ACIEGO, IVAN E & ANA 6,643.49 894 238-290-20-0000 OLSEN, GEOFFREY P & NATALIE R 6,643.49 895 238-290-23-0000 LIN, LEI & YANMEI 6,643.49 896 238-290-24-0000 TURNER, MICHAEL 6,643.49 897 238-290-25-0000 BAILEY, BRANDON & ANITRA 6,643.49 898 238-290-26-0000 JACKSON, MICHAEL E & GAYLE 6,643.49 899 238-290-29-0000 KENT, E GREG & BEVERLY 6,643.49 900 238-290-30-0000 CHEUNG, CINDY Y 6,643.49 901 238-290-31-0000 EMERSON, JOHN F & DEBORAH A 6,643.49 902 238-290-32-0000 NIGOS, EMERSON F & JOIE KHRISTINE 6,643.49 903 238-290-33-0000 LINDNER, CHARLOTTE A ETAL 6,643.49 904 238-290-34-0000 HERNANDEZ, CHRISTOPHER & KAREN 6,643.49 905 238-290-35-0000 FILIZETTI, GARY J TR 6,643.49 906 238-290-36-0000 PIAZZA, RICHARD K & LAURA L 6,643.49 907 238-290-37-0000 ASCENCIO, FRANK & MARY T G 6,643.49 908 238-290-38-0000 FERROL, ROBERT & DIANE 6,643.49 909 238-290-39-0000 CHING, KENNEDY 6,643.49 910 238-290-40-0000 KRAHNER, JOHN E TR 6,643.49 911 238-290-41-0000 PEREZ, MANUEL D 6,643.49 912 238-290-42-0000 GABBERT, GAIL B TR 6,643.49 913 238-290-43-0000 DABALOS, BENJAMIN K JR ETAL 6,643.49 914 238-290-44-0000 KAYE, LUCY 6,643.49 915 238-290-45-0000 CABRI, GREGORY L & SUSAN C TR 6,643.49 916 238-290-47-0000 WOODS, CREIGHTTON A TR 6,643.49 917 238-290-48-0000 CAMPBELL, ROB W 6,643.49 918 238-290-49-0000 KINDERMAN, CHARLES F & VIRGINIA L 6,643.49 919 238-290-50-0000 PIMENTEL, ANTHONY L & DEBORAH A 6,643.49 920 238-290-51-0000 STUART, THOMAS S & TAMMY L 6,643.49 921 238-290-52-0000 SANTOS, JEFFREY & PAMELA ANN 6,643.49 922 238-290-53-0000 RHEINOR, ERIC W & MIRIAM G 6,643.49 923 238-290-54-0000 JACKSON, MARIE E TR 6,643.49 924 238-290-55-0000 DELBRIDGE, LANCE E & BARBARA A 6,643.49 925 238-290-56-0000 FIGUEROA, MANUEL O & JUANA C 6,643.49 926 238-290-57-0000 BHATNAGAR, SALIL 6,643.49 927 238-290-58-0000 SANDERS, AARON D & JANICE A 6,643.49 928 238-300-01-0000 GONZALEZ, MICHAEL AYALA & MARY 6,643.49 929 238-300-02-0000 BROWN, DONTAE R 6,643.49 930 238-300-03-0000 OLSON, SCOTT B & BETH A TR 6,643.49 931 238-300-04-0000 BOMAR, JOSEPH C & GERALDINE 6,643.49 932 238-300-05-0000 FISHER, JOHN M & CATHERINE J 6,643.49 933 238-300-06-0000 BOUNN, VOUNN & YINN K 6,643.49 934 238-300-07-0000 DAVIS, KEN & JANINE 6,643.49 935 238-300-08-0000 HEREDIA, MARCIANO 6,643.49 936 238-300-09-0000 KRAHNER, ERWIN WERNER & EDITHA E TR 6,643.49 937 238-300-10-0000 LITTLE, RODNEY L JR & RENEE R R 6,643.49 938 238-300-11-0000 GARRIGAN, WILLIAM G & JULIE TR 6,643.49 939 238-300-12-0000 VELAZQUEZ, JUAN & RITA ETAL 6,643.49 940 238-300-14-0000 SCARBOROUGH, DAVID 6,643.49 941 238-300-15-0000 FLORES, ARTHUR A JR & SHARON M 6,643.49 942 238-300-16-0000 MONIZ, JOHN C 6,643.49 943 238-300-17-0000 NASAFI, JALALUDDIN & GULSARA 6,643.49

Willdan Financial Services 24

944 238-300-18-0000 PERSIANI, SHANE D TR 6,643.49 945 238-300-19-0000 DESCOMBAZ, AIDA 6,643.49 946 238-300-20-0000 ATIQ, ATIQULLAH & NEELAB 6,643.49 947 238-300-21-0000 CASTANEDA, ANGELICA 6,643.49 948 238-300-22-0000 BRYANT, JEFFREY & LISA TR 6,643.49 949 238-300-23-0000 WAGONER, TANNER H & NICOLE J 6,643.49 950 238-300-24-0000 SEGUR, DIETER & VIRGINIA 6,643.49 951 238-300-25-0000 GUERRERO, JOSEPH S 6,643.49 952 238-300-26-0000 AYSON, EDWIN C & CATHERINE Q 6,643.49 953 238-300-29-0000 NUNES, DOMINIC J JR & DOLORES A 6,643.50 954 238-300-30-0000 TOSTE, JOLLYNE ANN TR 6,643.50 955 238-300-31-0000 NOTT, JAMES E & JACQUELYN L 6,643.50 956 238-300-32-0000 NOTT, JAMES E & JACQUELYN L 6,643.50 957 238-300-33-0000 ANDREWS, LAWSON 6,643.50 958 238-300-34-0000 BARWIG, GLENN & MONICA 6,643.50 959 238-300-35-0000 KIM, STEVE & MARYANN 6,643.50 960 238-300-36-0000 DAVIS, STEPHEN B & MELANIE K TR 6,643.50 961 238-300-37-0000 WHITE, ARNOLD TERELL 6,643.50 962 238-300-38-0000 STIEFEL, JEANETTE K 6,643.50 963 238-300-39-0000 JONES, GENE A & DEBBIE L TR 6,643.50 964 238-300-40-0000 RAMIREZ, FRANK & GWEN YVETTE 6,643.50 965 238-300-41-0000 JASPAL, MANJIT S & AMEET 6,643.50 966 238-300-42-0000 ELSON, RICHARD & SHON COLEEN 6,643.50 967 238-300-43-0000 KEYS, KENNETH & ANGELA L 6,643.50 968 238-300-44-0000 ROMERO, JAIME G & LISA A 6,643.50 969 238-300-45-0000 SUANI, NUUAUSALA 6,643.50 970 238-300-46-0000 MARTINEK, MICHAEL S & YVONNE M 6,643.50 971 238-300-47-0000 METZGER, JOHN F & DEBRA 6,643.50 972 238-300-48-0000 VOGT, TIMOTHY P & ENIKO 6,643.50 973 238-300-49-0000 CLIFFORD, MARK & MONICA TR 6,643.50 974 238-300-50-0000 MYERS, MARK A & ELAINA H 6,643.50 975 238-300-51-0000 FITISOFF, JOHN & JOAN DORIS TR 6,643.50 976 238-300-52-0000 LUNA, JOEY C & MAURI A 6,643.50 977 238-300-54-0000 BOULIGNY, RUSSELL L SR & BONNIE G 6,643.49 978 238-300-55-0000 NAVARRO, JOSEPH M & ANDREA 6,643.49 979 238-300-56-0000 HARDMAN, JOHN W & VICKY I 6,643.48 980 238-390-01-0000 RUANTO, ROLANDO A & NOEMI C 6,191.44 981 238-390-02-0000 WOOD, EUGENE & LYNETTE 6,191.44 982 238-390-03-0000 GUEVARA, RICHARD S & ELIZABETH 6,191.44 983 238-390-04-0000 SINGH, GURMAIL & AMARJIT TR 6,191.44 984 238-390-05-0000 MCELROY, GEORGE W 6,191.44 985 238-390-06-0000 BOZEK, WESLEY 6,191.44 986 238-390-07-0000 ALFARO, ROBERTO JOSE & CASSANDRA 6,191.44 987 238-390-08-0000 NGO, VI QUAN 6,191.44 988 238-390-09-0000 BASRAI, GURJIT S & PAVITDEEP 6,191.44 989 238-390-10-0000 PUZON, GENE M & AMELIA B 6,191.44 990 238-390-11-0000 SAN JOSE, DAN BERNARD & SHERYL ROSE F 6,191.44 991 238-390-12-0000 MORGAN, SCOTT & LORI 6,191.44 992 238-390-13-0000 VANDERZWAN, RONALD & PAULA 6,191.44 993 238-390-14-0000 JAIME, DANIEL R & AMADA 6,191.44 994 238-390-15-0000 FELICIANO, PAUL D & JENNIFER L 6,191.44 995 238-390-16-0000 TRAN, LUAN 6,191.44 996 238-390-17-0000 BOLDEN, MARK E TR 6,191.44 997 238-390-18-0000 WILSON, ALAN M SR & CRISTHY 6,191.44 998 238-390-19-0000 SALVADOR, JOSE & MARIA C 6,191.44 999 238-390-20-0000 HALL, SHANNON S 6,191.44 1000 238-390-21-0000 ZBLEWSKI, KARYN M 6,191.44 1001 238-390-22-0000 ARMSTRONG, JOHN L & GRACE MAURICIO 6,191.44 1002 238-390-23-0000 DOUWES, ARTHUR R 6,191.44 1003 238-390-24-0000 GUO, MING & YAO 6,191.44 1004 238-390-25-0000 PETERS, MARK A & TRUDY L 6,191.44 1005 238-390-26-0000 CHAVEZ, GEORGE & JENISE 6,191.44 1006 238-390-27-0000 AYO, ZACHARIA K & ANGELA H 6,191.44 1007 238-390-28-0000 SINGH, SIMON P & MANDEEP 6,191.44 1008 238-390-29-0000 CABRERA, RAMON T & JUDY E P G 6,191.44 1009 238-390-30-0000 VILLAGOMEZ, RAFAEL & LAURA 6,191.44 1010 238-390-31-0000 GRILLI, SHERI 6,191.44 1011 238-390-32-0000 AGARWAL, SANJAY & SEEMA 6,191.44 1012 238-390-33-0000 WOOD, CHRIS A & JOLENE R 6,191.44 1013 238-390-34-0000 NEULA, ALLEN JR 6,191.44 1014 238-390-35-0000 SINGH, CHANDAN P 6,191.44 1015 238-390-36-0000 KAHLON, BALWINDER KAUR 6,191.44 1016 238-390-37-0000 OLIEN, KEITH M & JOY E TR 6,191.44

Willdan Financial Services 25

1017 238-390-38-0000 SU, TSANG PIN 6,191.44 1018 238-390-39-0000 PUGSLEY, GLENDA ETAL 6,191.44 1019 238-390-40-0000 DURANT, JEFFERY S & LEIGH A 6,191.44 1020 238-390-41-0000 ESER, MARY J ETAL 6,191.44 1021 238-390-42-0000 REBAR, JOHN & SHEREEN 6,191.44 1022 238-390-43-0000 BARAK, NAJIBLLAH S ETAL 6,191.44 1023 238-390-44-0000 MELTON, EDWARD RAMOS JR ETAL 6,191.44 1024 238-390-45-0000 OCEGUERA, MAXIMILLIANO JR ETAL 6,191.44 1025 238-390-46-0000 MARTINEZ, ALFREDO JR 6,191.44 1026 238-390-47-0000 NOVAL, JOHN & BRANDI 6,191.44 1027 238-390-48-0000 SOLANA, ROBERTO D & JOSEFINA H 6,191.44 1028 238-390-49-0000 SPECKMANN, MICHAEL J & SUSAN L 6,191.44 1029 238-390-50-0000 SINGH, KARAMJIT 6,191.44 1030 238-390-51-0000 GUPTA, MANISHEE & ARCHANA 6,191.44 1031 238-390-52-0000 SINGH, GURDAWAR ETAL 6,191.44 1032 238-390-53-0000 SCOTT, NICHOLAS LEE 6,191.44 1033 238-390-54-0000 RABINO, PAUL JR 6,191.44 1034 238-390-55-0000 GUITRON, RAMON & JAIME L 6,191.44 1035 238-390-56-0000 JOHNSON, MICHAEL D & ELIZABETH C 6,191.44 1036 238-390-57-0000 CRUZ, PAUL P & MARIA L 6,191.43 1037 238-390-58-0000 BAUTISTA, SHEBA V 6,191.33 Total: $6,830,000.00

Willdan Financial Services 26

CITY OF TRACY Reassessment District No. 2014

Comparison of the Auditor's Records for the Existing Bonds and the 2014 Refunding Bonds

Willdan Financial Services 27

CITY OF TRACY

Auditor's Record

Assessor's Parcel No: Total of All Parcels in the Districts Remaining Assessment Lien: $7,650,708.71

Reassessment No: Included Within the Proposed Reassessment: 6,830,000.00

# of APNs Subject to this Auditor's Record: 1037 Lien Savings: $1,871,778.36

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total Savings2014¹ $807,825.87 $254,283.77 $1,062,109.64 $830,000.00 $58,605.56 $888,605.56 $173,504.082015 867,665.22 454,537.06 1,322,202.28 830,000.00 223,150.00 $1,053,150.00 269,052.282016 922,512.15 335,487.94 1,258,000.09 855,000.00 198,250.00 $1,053,250.00 204,750.092017 997,314.75 334,708.18 1,332,022.93 880,000.00 172,600.00 $1,052,600.00 279,422.932018 1,057,162.97 267,880.98 1,325,043.95 915,000.00 137,400.00 $1,052,400.00 272,643.952019 1,131,983.68 196,906.30 1,328,889.98 960,000.00 100,800.00 $1,060,800.00 268,089.982020 813,256.64 120,903.19 934,159.83 685,000.00 62,400.00 $747,400.00 186,759.832021 769,008.52 67,025.45 836,033.97 640,000.00 35,000.00 $675,000.00 161,033.972022 283,978.92 16,942.34 300,921.25 235,000.00 9,400.00 244,400.00 56,521.25

TOTAL $7,650,708.71 $2,048,675.21 $9,699,383.92 $6,830,000.00 $997,605.56 $7,827,605.56 $1,871,778.36

(1) Only includes payment due 9/2/2014 on the bonds

Prepared By: Willdan Financial Services TOTAL SAVINGS $1,871,778.36

Reassessment District 2014AD I-205 and AD 94-1 Combined

Willdan Financial Services 28

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 212-290-47-0000 Remaining Assessment Lien: $135 464 03 Assessor s Parcel No: 212 290 47 0000 Remaining Assessment Lien: $135,464.03

Reassessment No: 15 Reassessment: 122,363.60

Owner Name: LNBT ENTERPRISES LLC Lien Savings: $13 100 43 Owner Name: LNBT ENTERPRISES LLC Lien Savings: $13,100.43

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $12 821 70 $9 165 50 $21 987 20 $13 100 43 $1 063 58 $14 164 01 $7 823 192014 $12,821.70 $9,165.50 $21,987.20 $13,100.43 $1,063.58 $14,164.01 $7,823.192015 13 936 63 8 297 98 22 234 61 13 936 63 4 089 01 18 025 64 4 208 972015 13,936.63 8,297.98 22,234.61 13,936.63 4,089.01 18,025.64 4,208.972016 14,772.83 7,355.03 22,127.86 14,215.36 3,670.91 17,886.27 4,241.592016 14,772.83 7,355.03 22,127.86 14,215.36 3,670.91 17,886.27 4,241.592017 16 166 49 6 355 50 22 521 99 14 494 09 3 244 45 17 738 54 4 783 452017 16,166.49 6,355.50 22,521.99 14,494.09 3,244.45 17,738.54 4,783.45, , , , , , ,2018 17 281 42 5 261 67 22 543 09 15 330 29 2 664 68 17 994 97 4 548 122018 17,281.42 5,261.67 22,543.09 15,330.29 2,664.68 17,994.97 4,548.122019 18 675 08 4 092 41 22 767 49 16 445 22 2 051 47 18 496 69 4 270 802019 18,675.08 4,092.41 22,767.49 16,445.22 2,051.47 18,496.69 4,270.802020 20 068 75 2 828 86 22 897 61 17 002 69 1 393 66 18 396 35 4 501 262020 20,068.75 2,828.86 22,897.61 17,002.69 1,393.66 18,396.35 4,501.262021 21,741.14 1,471.01 23,212.15 17,838.88 713.56 18,552.44 4,659.712021 21,741.14 1,471.01 23,212.15 17,838.88 713.56 18,552.44 4,659.71

TOTAL $135 464 04 $44 827 96 $180 292 00 $122 363 59 $18 891 32 $141 254 91 $39 037 09TOTAL $135,464.04 $44,827.96 $180,292.00 $122,363.59 $18,891.32 $141,254.91 $39,037.09$ , $ , $ , $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $39 037 09 Prepared By: Willdan Financial Services TOTAL SAVINGS $39,037.09

Willdan Financial Services 29

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 212-290-05-0000 Remaining Assessment Lien: $34 250 84 Assessor s Parcel No: 212 290 05 0000 Remaining Assessment Lien: $34,250.84

Reassessment No: 14 Reassessment: 30,938.52

Owner Name: TRACY AUTOLAND LLC Lien Savings: $3 312 32 Owner Name: TRACY AUTOLAND LLC Lien Savings: $3,312.32

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $3 241 85 $2 317 41 $5 559 26 $3 312 32 $268 92 $3 581 24 $1 978 022014 $3,241.85 $2,317.41 $5,559.26 $3,312.32 $268.92 $3,581.24 $1,978.022015 3 523 75 2 098 07 5 621 82 3 523 75 1 033 87 4 557 62 1 064 202015 3,523.75 2,098.07 5,621.82 3,523.75 1,033.87 4,557.62 1,064.202016 3,735.17 1,859.65 5,594.82 3,594.22 928.16 4,522.38 1,072.442016 3,735.17 1,859.65 5,594.82 3,594.22 928.16 4,522.38 1,072.442017 4 087 55 1 606 93 5 694 48 3 664 70 820 33 4 485 03 1 209 452017 4,087.55 1,606.93 5,694.48 3,664.70 820.33 4,485.03 1,209.45, , , , , ,2018 4 369 45 1 330 37 5 699 82 3 876 12 673 74 4 549 86 1 149 962018 4,369.45 1,330.37 5,699.82 3,876.12 673.74 4,549.86 1,149.962019 4 721 82 1 034 73 5 756 55 4 158 02 518 70 4 676 72 1 079 832019 4,721.82 1,034.73 5,756.55 4,158.02 518.70 4,676.72 1,079.832020 5 074 20 715 25 5 789 45 4 298 97 352 37 4 651 34 1 138 112020 5,074.20 715.25 5,789.45 4,298.97 352.37 4,651.34 1,138.112021 5,497.05 371.93 5,868.98 4,510.40 180.42 4,690.82 1,178.162021 5,497.05 371.93 5,868.98 4,510.40 180.42 4,690.82 1,178.16

TOTAL $34 250 84 $11 334 34 $45 585 18 $30 938 50 $4 776 51 $35 715 01 $9 870 17TOTAL $34,250.84 $11,334.34 $45,585.18 $30,938.50 $4,776.51 $35,715.01 $9,870.17$ , $ , $ , $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $9 870 17 Prepared By: Willdan Financial Services TOTAL SAVINGS $9,870.17

Willdan Financial Services 30

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 212-290-04-0000 Remaining Assessment Lien: $215 126 14 Assessor s Parcel No: 212 290 04 0000 Remaining Assessment Lien: $215,126.14

Reassessment No: 13 Reassessment: 194,321.76

Owner Name: TRACY AUTO LAND LLC Lien Savings: $20 804 38 Owner Name: TRACY AUTO LAND LLC Lien Savings: $20,804.38

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $20 361 73 $14 555 43 $34 917 16 $20 804 38 $1 689 04 $22 493 42 $12 423 742014 $20,361.73 $14,555.43 $34,917.16 $20,804.38 $1,689.04 $22,493.42 $12,423.742015 22 132 32 13 177 76 35 310 08 22 132 32 6 493 62 28 625 94 6 684 142015 22,132.32 13,177.76 35,310.08 22,132.32 6,493.62 28,625.94 6,684.142016 23,460.26 11,680.29 35,140.55 22,574.97 5,829.65 28,404.62 6,735.932016 23,460.26 11,680.29 35,140.55 22,574.97 5,829.65 28,404.62 6,735.932017 25 673 49 10 092 97 35 766 46 23 017 61 5 152 40 28 170 01 7 596 452017 25,673.49 10,092.97 35,766.46 23,017.61 5,152.40 28,170.01 7,596.45, , , , , , ,2018 27 444 08 8 355 90 35 799 98 24 345 55 4 231 70 28 577 25 7 222 732018 27,444.08 8,355.90 35,799.98 24,345.55 4,231.70 28,577.25 7,222.732019 29 657 31 6 499 03 36 156 34 26 116 14 3 257 88 29 374 02 6 782 322019 29,657.31 6,499.03 36,156.34 26,116.14 3,257.88 29,374.02 6,782.322020 31 870 54 4 492 42 36 362 96 27 001 43 2 213 23 29 214 66 7 148 302020 31,870.54 4,492.42 36,362.96 27,001.43 2,213.23 29,214.66 7,148.302021 34,526.41 2,336.06 36,862.47 28,329.37 1,133.17 29,462.54 7,399.932021 34,526.41 2,336.06 36,862.47 28,329.37 1,133.17 29,462.54 7,399.93

TOTAL $215 126 14 $71 189 86 $286 316 00 $194 321 77 $30 000 69 $224 322 46 $61 993 54TOTAL $215,126.14 $71,189.86 $286,316.00 $194,321.77 $30,000.69 $224,322.46 $61,993.54$ , $ , $ , $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $61 993 54 Prepared By: Willdan Financial Services TOTAL SAVINGS $61,993.54

Willdan Financial Services 31

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 212-280-11-0000 Remaining Assessment Lien: $133 111 67 Assessor s Parcel No: 212 280 11 0000 Remaining Assessment Lien: $133,111.67

Reassessment No: 12 Reassessment: 120,238.73

Owner Name: VINTAGE INVESTMENTS PTP Lien Savings: $12 872 94 Owner Name: VINTAGE INVESTMENTS PTP Lien Savings: $12,872.94

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $12 599 05 $9 006 34 $21 605 39 $12 872 94 $1 045 11 $13 918 05 $7 687 342014 $12,599.05 $9,006.34 $21,605.39 $12,872.94 $1,045.11 $13,918.05 $7,687.342015 13 694 62 8 153 88 21 848 50 13 694 62 4 018 00 17 712 62 4 135 882015 13,694.62 8,153.88 21,848.50 13,694.62 4,018.00 17,712.62 4,135.882016 14,516.29 7,227.31 21,743.60 13,968.51 3,607.16 17,575.67 4,167.932016 14,516.29 7,227.31 21,743.60 13,968.51 3,607.16 17,575.67 4,167.932017 15 885 76 6 245 13 22 130 89 14 242 40 3 188 11 17 430 51 4 700 382017 15,885.76 6,245.13 22,130.89 14,242.40 3,188.11 17,430.51 4,700.38, , , , , , ,2018 16 981 32 5 170 30 22 151 62 15 064 08 2 618 41 17 682 49 4 469 132018 16,981.32 5,170.30 22,151.62 15,064.08 2,618.41 17,682.49 4,469.132019 18 350 79 4 021 35 22 372 14 16 159 65 2 015 85 18 175 50 4 196 642019 18,350.79 4,021.35 22,372.14 16,159.65 2,015.85 18,175.50 4,196.642020 19 720 25 2 779 73 22 499 98 16 707 43 1 369 46 18 076 89 4 423 092020 19,720.25 2,779.73 22,499.98 16,707.43 1,369.46 18,076.89 4,423.092021 21,363.60 1,445.46 22,809.06 17,529.11 701.16 18,230.27 4,578.792021 21,363.60 1,445.46 22,809.06 17,529.11 701.16 18,230.27 4,578.79

TOTAL $133 111 68 $44 049 50 $177 161 18 $120 238 74 $18 563 26 $138 802 00 $38 359 18TOTAL $133,111.68 $44,049.50 $177,161.18 $120,238.74 $18,563.26 $138,802.00 $38,359.18$ , $ , $ , $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $38 359 18 Prepared By: Willdan Financial Services TOTAL SAVINGS $38,359.18

Willdan Financial Services 32

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 212-280-10-0000 Remaining Assessment Lien: $133 111 67 Assessor s Parcel No: 212 280 10 0000 Remaining Assessment Lien: $133,111.67

Reassessment No: 11 Reassessment: 120,238.73

Owner Name: VINTAGE INVESTMENTS PTP Lien Savings: $12 872 94 Owner Name: VINTAGE INVESTMENTS PTP Lien Savings: $12,872.94

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $12 599 05 $9 006 34 $21 605 39 $12 872 94 $1 045 11 $13 918 05 $7 687 342014 $12,599.05 $9,006.34 $21,605.39 $12,872.94 $1,045.11 $13,918.05 $7,687.342015 13 694 62 8 153 88 21 848 50 13 694 62 4 018 00 17 712 62 4 135 882015 13,694.62 8,153.88 21,848.50 13,694.62 4,018.00 17,712.62 4,135.882016 14,516.29 7,227.31 21,743.60 13,968.51 3,607.16 17,575.67 4,167.932016 14,516.29 7,227.31 21,743.60 13,968.51 3,607.16 17,575.67 4,167.932017 15 885 76 6 245 13 22 130 89 14 242 40 3 188 11 17 430 51 4 700 382017 15,885.76 6,245.13 22,130.89 14,242.40 3,188.11 17,430.51 4,700.38, , , , , , ,2018 16 981 32 5 170 30 22 151 62 15 064 08 2 618 41 17 682 49 4 469 132018 16,981.32 5,170.30 22,151.62 15,064.08 2,618.41 17,682.49 4,469.132019 18 350 79 4 021 35 22 372 14 16 159 65 2 015 85 18 175 50 4 196 642019 18,350.79 4,021.35 22,372.14 16,159.65 2,015.85 18,175.50 4,196.642020 19 720 25 2 779 73 22 499 98 16 707 43 1 369 46 18 076 89 4 423 092020 19,720.25 2,779.73 22,499.98 16,707.43 1,369.46 18,076.89 4,423.092021 21,363.60 1,445.46 22,809.06 17,529.11 701.16 18,230.27 4,578.792021 21,363.60 1,445.46 22,809.06 17,529.11 701.16 18,230.27 4,578.79

TOTAL $133 111 68 $44 049 50 $177 161 18 $120 238 74 $18 563 26 $138 802 00 $38 359 18TOTAL $133,111.68 $44,049.50 $177,161.18 $120,238.74 $18,563.26 $138,802.00 $38,359.18$ , $ , $ , $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $38 359 18 Prepared By: Willdan Financial Services TOTAL SAVINGS $38,359.18

Willdan Financial Services 33

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 212-280-04-0000 Remaining Assessment Lien: $230 549 38 Assessor s Parcel No: 212 280 04 0000 Remaining Assessment Lien: $230,549.38

Reassessment No: 10 Reassessment: 208,253.45

Owner Name: 2628 TEE TIME ASSOCIATES LLC Lien Savings: $22 295 93 Owner Name: 2628 TEE TIME ASSOCIATES LLC Lien Savings: $22,295.93

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $21 821 55 $15 598 97 $37 420 52 $22 295 93 $1 810 13 $24 106 06 $13 314 462014 $21,821.55 $15,598.97 $37,420.52 $22,295.93 $1,810.13 $24,106.06 $13,314.462015 23 719 07 14 122 53 37 841 60 23 719 07 6 959 18 30 678 25 7 163 352015 23,719.07 14,122.53 37,841.60 23,719.07 6,959.18 30,678.25 7,163.352016 25,142.22 12,517.69 37,659.91 24,193.45 6,247.60 30,441.05 7,218.862016 25,142.22 12,517.69 37,659.91 24,193.45 6,247.60 30,441.05 7,218.862017 27 514 12 10 816 57 38 330 69 24 667 83 5 521 80 30 189 63 8 141 062017 27,514.12 10,816.57 38,330.69 24,667.83 5,521.80 30,189.63 8,141.06, , , , , , ,2018 29 411 65 8 954 96 38 366 61 26 090 98 4 535 09 30 626 07 7 740 542018 29,411.65 8,954.96 38,366.61 26,090.98 4,535.09 30,626.07 7,740.542019 31 783 56 6 964 97 38 748 53 27 988 50 3 491 45 31 479 95 7 268 582019 31,783.56 6,964.97 38,748.53 27,988.50 3,491.45 31,479.95 7,268.582020 34 155 46 4 814 50 38 969 96 28 937 27 2 371 91 31 309 18 7 660 782020 34,155.46 4,814.50 38,969.96 28,937.27 2,371.91 31,309.18 7,660.782021 37,001.75 2,503.54 39,505.29 30,360.41 1,214.42 31,574.83 7,930.462021 37,001.75 2,503.54 39,505.29 30,360.41 1,214.42 31,574.83 7,930.46

TOTAL $230 549 38 $76 293 73 $306 843 11 $208 253 44 $32 151 58 $240 405 02 $66 438 09TOTAL $230,549.38 $76,293.73 $306,843.11 $208,253.44 $32,151.58 $240,405.02 $66,438.09$ , $ , $ , $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $66 438 09 Prepared By: Willdan Financial Services TOTAL SAVINGS $66,438.09

Willdan Financial Services 34

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 212-280-03-0000 Remaining Assessment Lien: $128 319 64 Assessor s Parcel No: 212 280 03 0000 Remaining Assessment Lien: $128,319.64

Reassessment No: 9 Reassessment: 115,910.13

Owner Name: TRACY PROPERTIES LLC Lien Savings: $12 409 51 Owner Name: TRACY PROPERTIES LLC Lien Savings: $12,409.51

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $12 145 48 $8 682 11 $20 827 59 $12 409 51 $1 007 49 $13 417 00 $7 410 592014 $12,145.48 $8,682.11 $20,827.59 $12,409.51 $1,007.49 $13,417.00 $7,410.592015 13 201 61 7 860 34 21 061 95 13 201 61 3 873 35 17 074 96 3 986 992015 13,201.61 7,860.34 21,061.95 13,201.61 3,873.35 17,074.96 3,986.992016 13,993.71 6,967.12 20,960.83 13,465.64 3,477.30 16,942.94 4,017.892016 13,993.71 6,967.12 20,960.83 13,465.64 3,477.30 16,942.94 4,017.892017 15 313 87 6 020 31 21 334 18 13 729 67 3 073 33 16 803 00 4 531 182017 15,313.87 6,020.31 21,334.18 13,729.67 3,073.33 16,803.00 4,531.18, , , , , , ,2018 16 370 00 4 984 17 21 354 17 14 521 77 2 524 15 17 045 92 4 308 252018 16,370.00 4,984.17 21,354.17 14,521.77 2,524.15 17,045.92 4,308.252019 17 690 16 3 876 58 21 566 74 15 577 90 1 943 28 17 521 18 4 045 562019 17,690.16 3,876.58 21,566.74 15,577.90 1,943.28 17,521.18 4,045.562020 19 010 32 2 679 66 21 689 98 16 105 96 1 320 16 17 426 12 4 263 862020 19,010.32 2,679.66 21,689.98 16,105.96 1,320.16 17,426.12 4,263.862021 20,594.51 1,393.42 21,987.93 16,898.06 675.92 17,573.98 4,413.952021 20,594.51 1,393.42 21,987.93 16,898.06 675.92 17,573.98 4,413.95

TOTAL $128 319 66 $42 463 71 $170 783 37 $115 910 12 $17 894 98 $133 805 10 $36 978 27TOTAL $128,319.66 $42,463.71 $170,783.37 $115,910.12 $17,894.98 $133,805.10 $36,978.27$ , $ , $ , $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $36 978 27 Prepared By: Willdan Financial Services TOTAL SAVINGS $36,978.27

Willdan Financial Services 35

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 212-280-02-0000 Remaining Assessment Lien: $128 852 07 Assessor s Parcel No: 212 280 02 0000 Remaining Assessment Lien: $128,852.07

Reassessment No: 8 Reassessment: 116,391.07

Owner Name: AHMADI NASIR ETAL Lien Savings: $12 461 00 Owner Name: AHMADI, NASIR ETAL Lien Savings: $12,461.00

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $12 195 88 $8 718 13 $20 914 01 $12 461 00 $1 011 67 $13 472 67 $7 441 342014 $12,195.88 $8,718.13 $20,914.01 $12,461.00 $1,011.67 $13,472.67 $7,441.342015 13 256 39 7 892 96 21 149 35 13 256 39 3 889 42 17 145 81 4 003 542015 13,256.39 7,892.96 21,149.35 13,256.39 3,889.42 17,145.81 4,003.542016 14,051.77 6,996.03 21,047.80 13,521.51 3,491.73 17,013.24 4,034.562016 14,051.77 6,996.03 21,047.80 13,521.51 3,491.73 17,013.24 4,034.562017 15 377 41 6 045 29 21 422 70 13 786 64 3 086 09 16 872 73 4 549 972017 15,377.41 6,045.29 21,422.70 13,786.64 3,086.09 16,872.73 4,549.97, , , , , , ,2018 16 437 92 5 004 85 21 442 77 14 582 02 2 534 62 17 116 64 4 326 132018 16,437.92 5,004.85 21,442.77 14,582.02 2,534.62 17,116.64 4,326.132019 17 763 56 3 892 66 21 656 22 15 642 54 1 951 34 17 593 88 4 062 342019 17,763.56 3,892.66 21,656.22 15,642.54 1,951.34 17,593.88 4,062.342020 19 089 20 2 690 78 21 779 98 16 172 79 1 325 64 17 498 43 4 281 552020 19,089.20 2,690.78 21,779.98 16,172.79 1,325.64 17,498.43 4,281.552021 20,679.96 1,399.21 22,079.17 16,968.17 678.73 17,646.90 4,432.272021 20,679.96 1,399.21 22,079.17 16,968.17 678.73 17,646.90 4,432.27

TOTAL $128 852 09 $42 639 91 $171 492 00 $116 391 06 $17 969 24 $134 360 30 $37 131 70TOTAL $128,852.09 $42,639.91 $171,492.00 $116,391.06 $17,969.24 $134,360.30 $37,131.70$ , $ , $ , $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $37 131 70 Prepared By: Willdan Financial Services TOTAL SAVINGS $37,131.70

Willdan Financial Services 36

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 212-270-19-0000 Remaining Assessment Lien: $232 525 67 Assessor s Parcel No: 212 270 19 0000 Remaining Assessment Lien: $232,525.67

Reassessment No: 7 Reassessment: 210,038.62

Owner Name: KBH INVESTMENTS LP Lien Savings: $22 487 05 Owner Name: KBH INVESTMENTS LP Lien Savings: $22,487.05

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $22 008 60 $15 732 69 $37 741 29 $22 487 05 $1 825 65 $24 312 70 $13 428 592014 $22,008.60 $15,732.69 $37,741.29 $22,487.05 $1,825.65 $24,312.70 $13,428.592015 23 922 40 14 243 59 38 165 99 23 922 39 7 018 83 30 941 22 7 224 772015 23,922.40 14,243.59 38,165.99 23,922.39 7,018.83 30,941.22 7,224.772016 25,357.74 12,625.00 37,982.74 24,400.84 6,301.16 30,702.00 7,280.742016 25,357.74 12,625.00 37,982.74 24,400.84 6,301.16 30,702.00 7,280.742017 27 749 98 10 909 29 38 659 27 24 879 29 5 569 13 30 448 42 8 210 852017 27,749.98 10,909.29 38,659.27 24,879.29 5,569.13 30,448.42 8,210.85, , , , , , ,2018 29 663 77 9 031 73 38 695 50 26 314 63 4 573 96 30 888 59 7 806 912018 29,663.77 9,031.73 38,695.50 26,314.63 4,573.96 30,888.59 7,806.912019 32 056 01 7 024 68 39 080 69 28 228 43 3 521 38 31 749 81 7 330 882019 32,056.01 7,024.68 39,080.69 28,228.43 3,521.38 31,749.81 7,330.882020 34 448 25 4 855 77 39 304 02 29 185 32 2 392 24 31 577 56 7 726 462020 34,448.25 4,855.77 39,304.02 29,185.32 2,392.24 31,577.56 7,726.462021 37,318.93 2,525.00 39,843.93 30,620.66 1,224.83 31,845.49 7,998.442021 37,318.93 2,525.00 39,843.93 30,620.66 1,224.83 31,845.49 7,998.44

TOTAL $232 525 68 $76 947 75 $309 473 43 $210 038 61 $32 427 18 $242 465 79 $67 007 64TOTAL $232,525.68 $76,947.75 $309,473.43 $210,038.61 $32,427.18 $242,465.79 $67,007.64$ , $ , $ , $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $67 007 64 Prepared By: Willdan Financial Services TOTAL SAVINGS $67,007.64

Willdan Financial Services 37

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 212-270-18-0000 Remaining Assessment Lien: $115 100 20 Assessor s Parcel No: 212 270 18 0000 Remaining Assessment Lien: $115,100.20

Reassessment No: 6 Reassessment: 103,969.11

Owner Name: HARVEY TAZ & MILENA Lien Savings: $11 131 09 Owner Name: HARVEY, TAZ & MILENA Lien Savings: $11,131.09

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $10 894 26 $7 787 68 $18 681 94 $11 131 09 $903 70 $12 034 79 $6 647 152014 $10,894.26 $7,787.68 $18,681.94 $11,131.09 $903.70 $12,034.79 $6,647.152015 11 841 58 7 050 57 18 892 15 11 841 58 3 474 32 15 315 90 3 576 252015 11,841.58 7,050.57 18,892.15 11,841.58 3,474.32 15,315.90 3,576.252016 12,552.08 6,249.37 18,801.45 12,078.42 3,119.07 15,197.49 3,603.962016 12,552.08 6,249.37 18,801.45 12,078.42 3,119.07 15,197.49 3,603.962017 13 736 24 5 400 10 19 136 34 12 315 25 2 756 72 15 071 97 4 064 372017 13,736.24 5,400.10 19,136.34 12,315.25 2,756.72 15,071.97 4,064.37, , , , , , ,2018 14 683 56 4 470 70 19 154 26 13 025 74 2 264 11 15 289 85 3 864 412018 14,683.56 4,470.70 19,154.26 13,025.74 2,264.11 15,289.85 3,864.412019 15 867 72 3 477 21 19 344 93 13 973 07 1 743 08 15 716 15 3 628 782019 15,867.72 3,477.21 19,344.93 13,973.07 1,743.08 15,716.15 3,628.782020 17 051 88 2 403 60 19 455 48 14 446 73 1 184 16 15 630 89 3 824 592020 17,051.88 2,403.60 19,455.48 14,446.73 1,184.16 15,630.89 3,824.592021 18,472.87 1,249.87 19,722.74 15,157.23 606.29 15,763.52 3,959.222021 18,472.87 1,249.87 19,722.74 15,157.23 606.29 15,763.52 3,959.22

TOTAL $115 100 19 $38 089 10 $153 189 29 $103 969 11 $16 051 45 $120 020 56 $33 168 73TOTAL $115,100.19 $38,089.10 $153,189.29 $103,969.11 $16,051.45 $120,020.56 $33,168.73$ , $ , $ , $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $33 168 73 Prepared By: Willdan Financial Services TOTAL SAVINGS $33,168.73

Willdan Financial Services 38

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 212-270-15-0000 Remaining Assessment Lien: $86 046 01 Assessor s Parcel No: 212 270 15 0000 Remaining Assessment Lien: $86,046.01

Reassessment No: 5 Reassessment: 77,724.69

Owner Name: ZICOVICH RON & JULIE TR Lien Savings: $8 321 32 Owner Name: ZICOVICH, RON & JULIE TR Lien Savings: $8,321.32

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $8 144 27 $5 821 87 $13 966 14 $8 321 32 $675 58 $8 996 90 $4 969 242014 $8,144.27 $5,821.87 $13,966.14 $8,321.32 $675.58 $8,996.90 $4,969.242015 8 852 47 5 270 83 14 123 30 8 852 47 2 597 31 11 449 78 2 673 522015 8,852.47 5,270.83 14,123.30 8,852.47 2,597.31 11,449.78 2,673.522016 9,383.62 4,671.87 14,055.49 9,029.52 2,331.74 11,361.26 2,694.232016 9,383.62 4,671.87 14,055.49 9,029.52 2,331.74 11,361.26 2,694.232017 10 268 87 4 036 98 14 305 85 9 206 57 2 060 86 11 267 43 3 038 422017 10,268.87 4,036.98 14,305.85 9,206.57 2,060.86 11,267.43 3,038.42, , , , , , ,2018 10 977 06 3 342 19 14 319 25 9 737 72 1 692 59 11 430 31 2 888 942018 10,977.06 3,342.19 14,319.25 9,737.72 1,692.59 11,430.31 2,888.942019 11 862 31 2 599 48 14 461 79 10 445 92 1 303 08 11 749 00 2 712 792019 11,862.31 2,599.48 14,461.79 10,445.92 1,303.08 11,749.00 2,712.792020 12 747 56 1 796 87 14 544 43 10 800 01 885 25 11 685 26 2 859 172020 12,747.56 1,796.87 14,544.43 10,800.01 885.25 11,685.26 2,859.172021 13,809.85 934.37 14,744.22 11,331.16 453.25 11,784.41 2,959.812021 13,809.85 934.37 14,744.22 11,331.16 453.25 11,784.41 2,959.81

TOTAL $86 046 01 $28 474 46 $114 520 47 $77 724 69 $11 999 66 $89 724 35 $24 796 12TOTAL $86,046.01 $28,474.46 $114,520.47 $77,724.69 $11,999.66 $89,724.35 $24,796.12$ , $ , $ , $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $24 796 12 Prepared By: Willdan Financial Services TOTAL SAVINGS $24,796.12

Willdan Financial Services 39

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 212-270-14-0000 Remaining Assessment Lien: $143 410 00 Assessor s Parcel No: 212 270 14 0000 Remaining Assessment Lien: $143,410.00

Reassessment No: 4 Reassessment: 129,541.13

Owner Name: TRACY FCMS LLC Lien Savings: $13 868 87 Owner Name: TRACY FCMS LLC Lien Savings: $13,868.87

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $13 573 79 $9 703 12 $23 276 91 $13 868 87 $1 125 97 $14 994 84 $8 282 072014 $13,573.79 $9,703.12 $23,276.91 $13,868.87 $1,125.97 $14,994.84 $8,282.072015 14 754 12 8 784 72 23 538 84 14 754 12 4 328 86 19 082 98 4 455 862015 14,754.12 8,784.72 23,538.84 14,754.12 4,328.86 19,082.98 4,455.862016 15,639.36 7,786.45 23,425.81 15,049.20 3,886.23 18,935.43 4,490.382016 15,639.36 7,786.45 23,425.81 15,049.20 3,886.23 18,935.43 4,490.382017 17 114 77 6 728 30 23 843 07 15 344 28 3 434 76 18 779 04 5 064 032017 17,114.77 6,728.30 23,843.07 15,344.28 3,434.76 18,779.04 5,064.03, , , , , , ,2018 18 295 10 5 570 31 23 865 41 16 229 53 2 820 99 19 050 52 4 814 892018 18,295.10 5,570.31 23,865.41 16,229.53 2,820.99 19,050.52 4,814.892019 19 770 51 4 332 46 24 102 97 17 409 86 2 171 81 19 581 67 4 521 302019 19,770.51 4,332.46 24,102.97 17,409.86 2,171.81 19,581.67 4,521.302020 21 245 93 2 994 79 24 240 72 18 000 02 1 475 41 19 475 43 4 765 292020 21,245.93 2,994.79 24,240.72 18,000.02 1,475.41 19,475.43 4,765.292021 23,016.42 1,557.29 24,573.71 18,885.27 755.41 19,640.68 4,933.032021 23,016.42 1,557.29 24,573.71 18,885.27 755.41 19,640.68 4,933.03

TOTAL $143 410 00 $47 457 44 $190 867 44 $129 541 15 $19 999 44 $149 540 59 $41 326 85TOTAL $143,410.00 $47,457.44 $190,867.44 $129,541.15 $19,999.44 $149,540.59 $41,326.85$ , $ , $ , $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $41 326 85 Prepared By: Willdan Financial Services TOTAL SAVINGS $41,326.85

Willdan Financial Services 40

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 212-270-11-0000 Remaining Assessment Lien: $280 460 80 Assessor s Parcel No: 212 270 11 0000 Remaining Assessment Lien: $280,460.80

Reassessment No: 3 Reassessment: 253,338.05

Owner Name: GOLDEN BEARS III LLC Lien Savings: $27 122 75 Owner Name: GOLDEN BEARS III LLC Lien Savings: $27,122.75

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $26 545 67 $18 975 98 $45 521 65 $27 122 75 $2 202 01 $29 324 76 $16 196 892014 $26,545.67 $18,975.98 $45,521.65 $27,122.75 $2,202.01 $29,324.76 $16,196.892015 28 853 99 17 179 90 46 033 89 28 853 99 8 465 76 37 319 75 8 714 142015 28,853.99 17,179.90 46,033.89 28,853.99 8,465.76 37,319.75 8,714.142016 30,585.23 15,227.64 45,812.87 29,431.07 7,600.14 37,031.21 8,781.662016 30,585.23 15,227.64 45,812.87 29,431.07 7,600.14 37,031.21 8,781.662017 33 470 63 13 158 24 46 628 87 30 008 15 6 717 21 36 725 36 9 903 512017 33,470.63 13,158.24 46,628.87 30,008.15 6,717.21 36,725.36 9,903.51, , , , , , ,2018 35 778 95 10 893 62 46 672 57 31 739 39 5 516 88 37 256 27 9 416 302018 35,778.95 10,893.62 46,672.57 31,739.39 5,516.88 37,256.27 9,416.302019 38 664 35 8 472 81 47 137 16 34 047 71 4 247 31 38 295 02 8 842 142019 38,664.35 8,472.81 47,137.16 34,047.71 4,247.31 38,295.02 8,842.142020 41 549 75 5 856 78 47 406 53 35 201 87 2 885 40 38 087 27 9 319 262020 41,549.75 5,856.78 47,406.53 35,201.87 2,885.40 38,087.27 9,319.262021 45,012.22 3,045.53 48,057.75 36,933.11 1,477.32 38,410.43 9,647.322021 45,012.22 3,045.53 48,057.75 36,933.11 1,477.32 38,410.43 9,647.32

TOTAL $280 460 79 $92 810 50 $373 271 29 $253 338 04 $39 112 03 $292 450 07 $80 821 22TOTAL $280,460.79 $92,810.50 $373,271.29 $253,338.04 $39,112.03 $292,450.07 $80,821.22$ , $ , $ , $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $80 821 22 Prepared By: Willdan Financial Services TOTAL SAVINGS $80,821.22

Willdan Financial Services 41

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 212-270-03-0000 Remaining Assessment Lien: $178 402 05 Assessor s Parcel No: 212 270 03 0000 Remaining Assessment Lien: $178,402.05

Reassessment No: 2 Reassessment: 161,149.18

Owner Name: GILL JAGROOP S TR Lien Savings: $17 252 87 Owner Name: GILL, JAGROOP S TR Lien Savings: $17,252.87

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $16 885 79 $12 070 68 $28 956 47 $17 252 87 $1 400 71 $18 653 58 $10 302 892014 $16,885.79 $12,070.68 $28,956.47 $17,252.87 $1,400.71 $18,653.58 $10,302.892015 18 354 12 10 928 19 29 282 31 18 354 12 5 385 10 23 739 22 5 543 092015 18,354.12 10,928.19 29,282.31 18,354.12 5,385.10 23,739.22 5,543.092016 19,455.37 9,686.35 29,141.72 18,721.20 4,834.48 23,555.68 5,586.042016 19,455.37 9,686.35 29,141.72 18,721.20 4,834.48 23,555.68 5,586.042017 21 290 78 8 370 00 29 660 78 19 088 29 4 272 84 23 361 13 6 299 652017 21,290.78 8,370.00 29,660.78 19,088.29 4,272.84 23,361.13 6,299.65, , , , , , ,2018 22 759 11 6 929 47 29 688 58 20 189 53 3 509 31 23 698 84 5 989 742018 22,759.11 6,929.47 29,688.58 20,189.53 3,509.31 23,698.84 5,989.742019 24 594 52 5 389 58 29 984 10 21 657 86 2 701 73 24 359 59 5 624 512019 24,594.52 5,389.58 29,984.10 21,657.86 2,701.73 24,359.59 5,624.512020 26 429 93 3 725 52 30 155 45 22 392 03 1 835 41 24 227 44 5 928 012020 26,429.93 3,725.52 30,155.45 22,392.03 1,835.41 24,227.44 5,928.012021 28,632.42 1,937.27 30,569.69 23,493.27 939.73 24,433.00 6,136.692021 28,632.42 1,937.27 30,569.69 23,493.27 939.73 24,433.00 6,136.69

TOTAL $178 402 04 $59 037 06 $237 439 10 $161 149 17 $24 879 31 $186 028 48 $51 410 62TOTAL $178,402.04 $59,037.06 $237,439.10 $161,149.17 $24,879.31 $186,028.48 $51,410.62$ , $ , $ , $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $51 410 62 Prepared By: Willdan Financial Services TOTAL SAVINGS $51,410.62

Willdan Financial Services 42

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 212-270-02-0000 Remaining Assessment Lien: $255 269 81 Assessor s Parcel No: 212 270 02 0000 Remaining Assessment Lien: $255,269.81

Reassessment No: 1 Reassessment: 230,583.23

Owner Name: NOKES THOMAS J Lien Savings: $24 686 58 Owner Name: NOKES, THOMAS J Lien Savings: $24,686.58

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $24 161 34 $17 271 56 $41 432 90 $24 686 59 $2 004 22 $26 690 81 $14 742 092014 $24,161.34 $17,271.56 $41,432.90 $24,686.59 $2,004.22 $26,690.81 $14,742.092015 26 262 33 15 636 80 41 899 13 26 262 33 7 705 37 33 967 70 7 931 432015 26,262.33 15,636.80 41,899.13 26,262.33 7,705.37 33,967.70 7,931.432016 27,838.07 13,859.89 41,697.96 26,787.57 6,917.50 33,705.07 7,992.892016 27,838.07 13,859.89 41,697.96 26,787.57 6,917.50 33,705.07 7,992.892017 30 464 30 11 976 37 42 440 67 27 312 82 6 113 87 33 426 69 9 013 982017 30,464.30 11,976.37 42,440.67 27,312.82 6,113.87 33,426.69 9,013.98, , , , , , ,2018 32 565 29 9 915 15 42 480 44 28 888 56 5 021 36 33 909 92 8 570 522018 32,565.29 9,915.15 42,480.44 28,888.56 5,021.36 33,909.92 8,570.522019 35 191 52 7 711 78 42 903 30 30 989 55 3 865 81 34 855 36 8 047 942019 35,191.52 7,711.78 42,903.30 30,989.55 3,865.81 34,855.36 8,047.942020 37 817 75 5 330 73 43 148 48 32 040 04 2 626 23 34 666 27 8 482 212020 37,817.75 5,330.73 43,148.48 32,040.04 2,626.23 34,666.27 8,482.212021 40,969.22 2,771.98 43,741.20 33,615.78 1,344.63 34,960.41 8,780.792021 40,969.22 2,771.98 43,741.20 33,615.78 1,344.63 34,960.41 8,780.79

TOTAL $255 269 82 $84 474 26 $339 744 08 $230 583 24 $35 598 99 $266 182 23 $73 561 85TOTAL $255,269.82 $84,474.26 $339,744.08 $230,583.24 $35,598.99 $266,182.23 $73,561.85$ , $ , $ , $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $73 561 85 Prepared By: Willdan Financial Services TOTAL SAVINGS $73,561.85

Willdan Financial Services 43

CITY OF TRACYCITY OF TRACYCITY OF TRACY

Reassessment District 2014Reassessment District 2014A dit ' R dAuditor's Record

A ' P l N 238 300 6 0000 R i i A Li $ 668 04 Assessor's Parcel No: 238-300-56-0000 Remaining Assessment Lien: $7,668.04

Reassessment No: 979 Reassessment: 6 643 48 Reassessment No: 979 Reassessment: 6,643.48

Owner Name: HARDMAN, JOHN W & VICKY I Lien Savings: $1,024.56, g $ ,

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings$ $ $ $ $ $ $2014 $661.56 $450.50 $1,112.06 $689.76 $58.35 $748.11 $363.952014 $661.56 $450.50 $1,112.06 $689.76 $58.35 $748.11 $363.95

2015 721 70 411 63 1 133 33 659 51 224 90 884 41 248 922015 721.70 411.63 1,133.33 659.51 224.90 884.41 248.92,2016 751 77 369 23 1 121 00 665 56 205 11 870 67 250 332016 751.77 369.23 1,121.00 665.56 205.11 870.67 250.332017 811 91 325 06 1 136 97 701 86 185 15 887 01 249 962017 811.91 325.06 1,136.97 701.86 185.15 887.01 249.962018 841 98 277 37 1 119 35 713 96 157 07 871 03 248 322018 841.98 277.37 1,119.35 713.96 157.07 871.03 248.322019 902.12 227.90 1,130.02 750.27 128.51 878.78 251.242019 902.12 227.90 1,130.02 750.27 128.51 878.78 251.242020 962 26 174 90 1 137 16 798 67 98 50 897 17 239 992020 962.26 174.90 1,137.16 798.67 98.50 897.17 239.99,2021 992 33 118 37 1 110 70 828 92 66 56 895 48 215 222021 992.33 118.37 1,110.70 828.92 66.56 895.48 215.222022 1 022 41 60 07 1 082 48 834 97 33 40 868 37 214 112022 1,022.41 60.07 1,082.48 834.97 33.40 868.37 214.11

TOTAL $7 668 04 $2 415 03 $10 083 07 $6 643 48 $1 157 55 $7 801 03 $2 282 04TOTAL $7,668.04 $2,415.03 $10,083.07 $6,643.48 $1,157.55 $7,801.03 $2,282.04

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $2 282 04 Prepared By: Willdan Financial Services TOTAL SAVINGS $2,282.04

Willdan Financial Services 44

CITY OF TRACYCITY OF TRACYCITY OF TRACY

Reassessment District 2014Reassessment District 2014A dit ' R dAuditor's Record

A ' P l N 238 300 29 0000 R i i A Li $ 668 06 Assessor's Parcel No: 238-300-29-0000 Remaining Assessment Lien: $7,668.06

Reassessment No: 953 Reassessment: 6 643 50 Reassessment No: 953 Reassessment: 6,643.50

Owner Name: NUNES, DOMINIC J JR & DOLORES A Lien Savings: $1,024.56, g $ ,

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings$ $ $ $ $ $ $2014 $661.56 $450.50 $1,112.06 $689.76 $58.35 $748.11 $363.952014 $661.56 $450.50 $1,112.06 $689.76 $58.35 $748.11 $363.95

2015 721 70 411 63 1 133 33 659 51 224 90 884 41 248 922015 721.70 411.63 1,133.33 659.51 224.90 884.41 248.92,2016 751 77 369 23 1 121 00 665 56 205 11 870 67 250 332016 751.77 369.23 1,121.00 665.56 205.11 870.67 250.332017 811 91 325 06 1 136 97 701 86 185 15 887 01 249 962017 811.91 325.06 1,136.97 701.86 185.15 887.01 249.962018 841 98 277 37 1 119 35 713 96 157 07 871 03 248 322018 841.98 277.37 1,119.35 713.96 157.07 871.03 248.322019 902.12 227.90 1,130.02 750.27 128.51 878.78 251.242019 902.12 227.90 1,130.02 750.27 128.51 878.78 251.242020 962 26 174 90 1 137 16 798 67 98 50 897 17 239 992020 962.26 174.90 1,137.16 798.67 98.50 897.17 239.99,2021 992 34 118 37 1 110 71 828 92 66 56 895 48 215 232021 992.34 118.37 1,110.71 828.92 66.56 895.48 215.232022 1 022 41 60 07 1 082 48 834 98 33 40 868 38 214 102022 1,022.41 60.07 1,082.48 834.98 33.40 868.38 214.10

TOTAL $7 668 05 $2 415 03 $10 083 08 $6 643 49 $1 157 55 $7 801 04 $2 282 04TOTAL $7,668.05 $2,415.03 $10,083.08 $6,643.49 $1,157.55 $7,801.04 $2,282.04

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $2 282 04 Prepared By: Willdan Financial Services TOTAL SAVINGS $2,282.04

Willdan Financial Services 45

CITY OF TRACYCITY OF TRACYCITY OF TRACY

Reassessment District 2014Reassessment District 2014A dit ' R dAuditor's Record

A ' P l N 238 290 01 0000 R i i A Li $ 668 0 Assessor's Parcel No: 238-290-01-0000 Remaining Assessment Lien: $7,668.05

Reassessment No: 875 Reassessment: 6 643 49 Reassessment No: 875 Reassessment: 6,643.49

Owner Name: GREBE, GREGORY A & CATHY D Lien Savings: $1,024.56, g $ ,

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings$ $ $ $ $ $ $2014 $661.56 $450.50 $1,112.06 $689.76 $58.35 $748.11 $363.952014 $661.56 $450.50 $1,112.06 $689.76 $58.35 $748.11 $363.95

2015 721 70 411 63 1 133 33 659 51 224 90 884 41 248 922015 721.70 411.63 1,133.33 659.51 224.90 884.41 248.92,2016 751 77 369 23 1 121 00 665 56 205 11 870 67 250 332016 751.77 369.23 1,121.00 665.56 205.11 870.67 250.332017 811 91 325 06 1 136 97 701 86 185 15 887 01 249 962017 811.91 325.06 1,136.97 701.86 185.15 887.01 249.962018 841 98 277 37 1 119 35 713 96 157 07 871 03 248 322018 841.98 277.37 1,119.35 713.96 157.07 871.03 248.322019 902.12 227.90 1,130.02 750.27 128.51 878.78 251.242019 902.12 227.90 1,130.02 750.27 128.51 878.78 251.242020 962 26 174 90 1 137 16 798 67 98 50 897 17 239 992020 962.26 174.90 1,137.16 798.67 98.50 897.17 239.99,2021 992 33 118 37 1 110 70 828 92 66 56 895 48 215 222021 992.33 118.37 1,110.70 828.92 66.56 895.48 215.222022 1 022 41 60 07 1 082 48 834 97 33 40 868 37 214 112022 1,022.41 60.07 1,082.48 834.97 33.40 868.37 214.11

TOTAL $7 668 04 $2 415 03 $10 083 07 $6 643 48 $1 157 55 $7 801 03 $2 282 04TOTAL $7,668.04 $2,415.03 $10,083.07 $6,643.48 $1,157.55 $7,801.03 $2,282.04

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $2 282 04 Prepared By: Willdan Financial Services TOTAL SAVINGS $2,282.04

Willdan Financial Services 46

CITY OF TRACYCITY OF TRACYCITY OF TRACY

Reassessment District 2014Reassessment District 2014A dit ' R dAuditor's Record

A ' P l N 238 260 1 0000 R i i A Li $ 4 4 66 Assessor's Parcel No: 238-260-51-0000 Remaining Assessment Lien: $7,454.66

Reassessment No: 832 Reassessment: 6 458 61 Reassessment No: 832 Reassessment: 6,458.61

Owner Name: MARTIN, BRADLEY & ILIANA Lien Savings: $996.05, g $

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings$ $ $ $ $ $ $2014 $643.15 $437.96 $1,081.11 $670.57 $56.72 $727.29 $353.822014 $643.15 $437.96 $1,081.11 $670.57 $56.72 $727.29 $353.82

2015 701 61 400 18 1 101 79 641 16 218 64 859 80 241 992015 701.61 400.18 1,101.79 641.16 218.64 859.80 241.99,2016 730 85 358 96 1 089 81 647 04 199 41 846 45 243 362016 730.85 358.96 1,089.81 647.04 199.41 846.45 243.362017 789 31 316 02 1 105 33 682 33 179 99 862 32 243 012017 789.31 316.02 1,105.33 682.33 179.99 862.32 243.012018 818 55 269 65 1 088 20 694 09 152 70 846 79 241 412018 818.55 269.65 1,088.20 694.09 152.70 846.79 241.412019 877.02 221.56 1,098.58 729.39 124.94 854.33 244.252019 877.02 221.56 1,098.58 729.39 124.94 854.33 244.252020 935 48 170 03 1 105 51 776 44 95 76 872 20 233 312020 935.48 170.03 1,105.51 776.44 95.76 872.20 233.31,2021 964 72 115 07 1 079 79 805 86 64 70 870 56 209 232021 964.72 115.07 1,079.79 805.86 64.70 870.56 209.232022 993 96 58 40 1 052 36 811 74 32 47 844 21 208 152022 993.96 58.40 1,052.36 811.74 32.47 844.21 208.15

TOTAL $7 454 65 $2 347 83 $9 802 48 $6 458 62 $1 125 33 $7 583 95 $2 218 53TOTAL $7,454.65 $2,347.83 $9,802.48 $6,458.62 $1,125.33 $7,583.95 $2,218.53

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $2 218 53 Prepared By: Willdan Financial Services TOTAL SAVINGS $2,218.53

Willdan Financial Services 47

CITY OF TRACYCITY OF TRACYCITY OF TRACY

Reassessment District 2014Reassessment District 2014A dit ' R dAuditor's Record

A ' P l N 238 260 01 0000 R i i A Li $ 4 4 64 Assessor's Parcel No: 238-260-01-0000 Remaining Assessment Lien: $7,454.64

Reassessment No: 782 Reassessment: 6 458 60 Reassessment No: 782 Reassessment: 6,458.60

Owner Name: GRABER, RONALD G & MELDA GAYE Lien Savings: $996.04, g $

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings$ $ $ $ $ $ $2014 $643.15 $437.96 $1,081.11 $670.57 $56.72 $727.29 $353.822014 $643.15 $437.96 $1,081.11 $670.57 $56.72 $727.29 $353.82

2015 701 61 400 18 1 101 79 641 15 218 64 859 79 242 002015 701.61 400.18 1,101.79 641.15 218.64 859.79 242.00,2016 730 85 358 96 1 089 81 647 04 199 40 846 44 243 372016 730.85 358.96 1,089.81 647.04 199.40 846.44 243.372017 789 31 316 02 1 105 33 682 33 179 99 862 32 243 012017 789.31 316.02 1,105.33 682.33 179.99 862.32 243.012018 818 55 269 65 1 088 20 694 09 152 70 846 79 241 412018 818.55 269.65 1,088.20 694.09 152.70 846.79 241.412019 877.02 221.56 1,098.58 729.39 124.94 854.33 244.252019 877.02 221.56 1,098.58 729.39 124.94 854.33 244.252020 935 48 170 03 1 105 51 776 44 95 76 872 20 233 312020 935.48 170.03 1,105.51 776.44 95.76 872.20 233.31,2021 964 72 115 07 1 079 79 805 85 64 70 870 55 209 242021 964.72 115.07 1,079.79 805.85 64.70 870.55 209.242022 993 96 58 40 1 052 36 811 74 32 47 844 21 208 152022 993.96 58.40 1,052.36 811.74 32.47 844.21 208.15

TOTAL $7 454 65 $2 347 83 $9 802 48 $6 458 60 $1 125 32 $7 583 92 $2 218 56TOTAL $7,454.65 $2,347.83 $9,802.48 $6,458.60 $1,125.32 $7,583.92 $2,218.56

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $2 218 56 Prepared By: Willdan Financial Services TOTAL SAVINGS $2,218.56

Willdan Financial Services 48

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 238-390-58-0000 Remaining Assessment Lien: $6 937 86 Assessor s Parcel No: 238-390-58-0000 Remaining Assessment Lien: $6,937.86

Reassessment No: 1037 Reassessment: 6,191.33,

Owner Name: BAUTISTA SHEBA V Lien Savings: $746 53 Owner Name: BAUTISTA, SHEBA V Lien Savings: $746.53

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Y P i i l I t t T t l P i i l I t t T t l S iYear Principal Interest Total Principal Interest Total Savingsp p g2014 $608 58 $420 53 $1 029 11 $657 27 $54 29 $711 56 $317 552014 $608.58 $420.53 $1,029.11 $657.27 $54.29 $711.56 $317.552015 649 16 384 02 1 033 18 608 58 208 95 817 53 215 652015 649.16 384.02 1,033.18 608.58 208.95 817.53 215.652016 689 73 345 07 1 034 80 632 93 190 69 823 62 211 182016 689.73 345.07 1,034.80 632.93 190.69 823.62 211.182017 730 30 303 69 1 033 99 649 16 171 70 820 86 213 132017 730.30 303.69 1,033.99 649.16 171.70 820.86 213.1330 30 303 69 ,033 99 6 9 6 0 8 0 86 3 32018 770 87 259 87 1 030 74 673 50 145 74 819 24 211 502018 770.87 259.87 1,030.74 673.50 145.74 819.24 211.502019 811 45 212 84 1 024 29 697 84 118 80 816 64 207 652019 811.45 212.84 1,024.29 697.84 118.80 816.64 207.652020 852 02 163 35 1 015 37 722 19 90 88 813 07 202 302020 852.02 163.35 1,015.37 722.19 90.88 813.07 202.302021 892 59 111 37 1 003 96 762 76 61 99 824 75 179 212021 892.59 111.37 1,003.96 762.76 61.99 824.75 179.212022 933 16 56 92 990 08 787 10 31 48 818 58 171 502022 933.16 56.92 990.08 787.10 31.48 818.58 171.50933 6 56 9 990 08 8 0 3 8 8 8 58 50

TOTAL $6 937 86 $2 257 66 $0 00 $6 191 33 $1 074 52 $7 265 85 $1 929 67TOTAL $6,937.86 $2,257.66 $0.00 $6,191.33 $1,074.52 $7,265.85 $1,929.67$ , $ , $ $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 929 67 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,929.67

Willdan Financial Services 49

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 238-390-57-0000 Remaining Assessment Lien: $6 937 97 Assessor s Parcel No: 238-390-57-0000 Remaining Assessment Lien: $6,937.97

Reassessment No: 1036 Reassessment: 6,191.43,

Owner Name: CRUZ PAUL P & MARIA L Lien Savings: $746 54 Owner Name: CRUZ, PAUL P & MARIA L Lien Savings: $746.54

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Y P i i l I t t T t l P i i l I t t T t l S iYear Principal Interest Total Principal Interest Total Savingsp p g2014 $608 59 $420 54 $1 029 13 $657 28 $54 29 $711 57 $317 562014 $608.59 $420.54 $1,029.13 $657.28 $54.29 $711.57 $317.562015 649 17 384 02 1 033 19 608 59 208 95 817 54 215 652015 649.17 384.02 1,033.19 608.59 208.95 817.54 215.652016 689 74 345 07 1 034 81 632 94 190 69 823 63 211 182016 689.74 345.07 1,034.81 632.94 190.69 823.63 211.182017 730 31 303 69 1 034 00 649 17 171 70 820 87 213 132017 730.31 303.69 1,034.00 649.17 171.70 820.87 213.1330 3 303 69 ,03 00 6 9 0 8 0 8 3 32018 770 89 259 87 1 030 76 673 51 145 74 819 25 211 512018 770.89 259.87 1,030.76 673.51 145.74 819.25 211.512019 811 46 212 85 1 024 31 697 85 118 80 816 65 207 662019 811.46 212.85 1,024.31 697.85 118.80 816.65 207.662020 852 03 163 35 1 015 38 722 20 90 88 813 08 202 302020 852.03 163.35 1,015.38 722.20 90.88 813.08 202.302021 892 61 111 37 1 003 98 762 77 62 00 824 77 179 212021 892.61 111.37 1,003.98 762.77 62.00 824.77 179.212022 933 18 56 92 990 10 787 11 31 48 818 59 171 512022 933.18 56.92 990.10 787.11 31.48 818.59 171.51933 8 56 9 990 0 8 3 8 8 8 59 5

TOTAL $6 937 98 $2 257 68 $0 00 $6 191 42 $1 074 53 $7 265 95 $1 929 71TOTAL $6,937.98 $2,257.68 $0.00 $6,191.42 $1,074.53 $7,265.95 $1,929.71$ , $ , $ $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 929 71 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,929.71

Willdan Financial Services 50

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 238-390-01-0000 Remaining Assessment Lien: $6 937 98 Assessor s Parcel No: 238-390-01-0000 Remaining Assessment Lien: $6,937.98

Reassessment No: 980 Reassessment: 6,191.44,

Owner Name: RUANTO ROLANDO A & NOEMI C Lien Savings: $746 54 Owner Name: RUANTO, ROLANDO A & NOEMI C Lien Savings: $746.54

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Y P i i l I t t T t l P i i l I t t T t l S iYear Principal Interest Total Principal Interest Total Savingsp p g2014 $608 59 $420 54 $1 029 13 $657 28 $54 29 $711 57 $317 562014 $608.59 $420.54 $1,029.13 $657.28 $54.29 $711.57 $317.562015 649 17 384 02 1 033 19 608 60 208 95 817 55 215 642015 649.17 384.02 1,033.19 608.60 208.95 817.55 215.642016 689 74 345 07 1 034 81 632 94 190 69 823 63 211 182016 689.74 345.07 1,034.81 632.94 190.69 823.63 211.182017 730 31 303 69 1 034 00 649 17 171 70 820 87 213 132017 730.31 303.69 1,034.00 649.17 171.70 820.87 213.1330 3 303 69 ,03 00 6 9 0 8 0 8 3 32018 770 89 259 87 1 030 76 673 51 145 74 819 25 211 512018 770.89 259.87 1,030.76 673.51 145.74 819.25 211.512019 811 46 212 85 1 024 31 697 86 118 80 816 66 207 652019 811.46 212.85 1,024.31 697.86 118.80 816.66 207.652020 852 03 163 35 1 015 38 722 20 90 88 813 08 202 302020 852.03 163.35 1,015.38 722.20 90.88 813.08 202.302021 892 61 111 37 1 003 98 762 77 62 00 824 77 179 212021 892.61 111.37 1,003.98 762.77 62.00 824.77 179.212022 933 18 56 92 990 10 787 12 31 48 818 60 171 502022 933.18 56.92 990.10 787.12 31.48 818.60 171.50933 8 56 9 990 0 8 3 8 8 8 60 50

TOTAL $6 937 98 $2 257 68 $0 00 $6 191 45 $1 074 53 $7 265 98 $1 929 68TOTAL $6,937.98 $2,257.68 $0.00 $6,191.45 $1,074.53 $7,265.98 $1,929.68$ , $ , $ $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 929 68 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,929.68

Willdan Financial Services 51

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 238-200-26-0000 Remaining Assessment Lien: $6 963 03 Assessor s Parcel No: 238-200-26-0000 Remaining Assessment Lien: $6,963.03

Reassessment No: 715 Reassessment: 6,213.79,

Owner Name: GUTIERREZ JAMES J & GINA M Lien Savings: $749 24 Owner Name: GUTIERREZ, JAMES J & GINA M Lien Savings: $749.24

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Y P i i l I t t T t l P i i l I t t T t l S iYear Principal Interest Total Principal Interest Total Savingsp p g2014 $610 79 $422 06 $1 032 85 $659 66 $54 49 $714 15 $318 702014 $610.79 $422.06 $1,032.85 $659.66 $54.49 $714.15 $318.702015 651 51 385 41 1 036 92 610 79 209 71 820 50 216 422015 651.51 385.41 1,036.92 610.79 209.71 820.50 216.422016 692 23 346 32 1 038 55 635 22 191 38 826 60 211 952016 692.23 346.32 1,038.55 635.22 191.38 826.60 211.952017 732 95 304 79 1 037 74 651 51 172 32 823 83 213 912017 732.95 304.79 1,037.74 651.51 172.32 823.83 213.913 95 30 9 ,03 65 5 3 8 3 83 3 92018 773 67 260 81 1 034 48 675 94 146 26 822 20 212 282018 773.67 260.81 1,034.48 675.94 146.26 822.20 212.282019 814 39 213 61 1 028 00 700 37 119 23 819 60 208 402019 814.39 213.61 1,028.00 700.37 119.23 819.60 208.402020 855 11 163 94 1 019 05 724 81 91 21 816 02 203 032020 855.11 163.94 1,019.05 724.81 91.21 816.02 203.032021 895 83 111 77 1 007 60 765 53 62 22 827 75 179 852021 895.83 111.77 1,007.60 765.53 62.22 827.75 179.852022 936 55 57 13 993 68 789 96 31 60 821 56 172 122022 936.55 57.13 993.68 789.96 31.60 821.56 172.12936 55 5 3 993 68 89 96 3 60 8 56

TOTAL $6 963 03 $2 265 84 $0 00 $6 213 79 $1 078 42 $7 292 21 $1 936 66TOTAL $6,963.03 $2,265.84 $0.00 $6,213.79 $1,078.42 $7,292.21 $1,936.66$ , $ , $ $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 936 66 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,936.66

Willdan Financial Services 52

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 238-200-01-0000 Remaining Assessment Lien: $6 963 04 Assessor s Parcel No: 238-200-01-0000 Remaining Assessment Lien: $6,963.04

Reassessment No: 690 Reassessment: 6,213.80,

Owner Name: VERWIJST JERRY & JULIE Lien Savings: $749 24 Owner Name: VERWIJST, JERRY & JULIE Lien Savings: $749.24

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Y P i i l I t t T t l P i i l I t t T t l S iYear Principal Interest Total Principal Interest Total Savingsp p g2014 $610 79 $422 06 $1 032 85 $659 66 $54 49 $714 15 $318 702014 $610.79 $422.06 $1,032.85 $659.66 $54.49 $714.15 $318.702015 651 51 385 41 1 036 92 610 79 209 71 820 50 216 422015 651.51 385.41 1,036.92 610.79 209.71 820.50 216.422016 692 23 346 32 1 038 55 635 22 191 38 826 60 211 952016 692.23 346.32 1,038.55 635.22 191.38 826.60 211.952017 732 95 304 79 1 037 74 651 51 172 33 823 84 213 902017 732.95 304.79 1,037.74 651.51 172.33 823.84 213.903 95 30 9 ,03 65 5 33 8 3 8 3 902018 773 67 260 81 1 034 48 675 94 146 26 822 20 212 282018 773.67 260.81 1,034.48 675.94 146.26 822.20 212.282019 814 39 213 61 1 028 00 700 38 119 23 819 61 208 392019 814.39 213.61 1,028.00 700.38 119.23 819.61 208.392020 855 11 163 94 1 019 05 724 81 91 21 816 02 203 032020 855.11 163.94 1,019.05 724.81 91.21 816.02 203.032021 895 83 111 77 1 007 60 765 53 62 22 827 75 179 852021 895.83 111.77 1,007.60 765.53 62.22 827.75 179.852022 936 55 57 13 993 68 789 96 31 60 821 56 172 122022 936.55 57.13 993.68 789.96 31.60 821.56 172.12936 55 5 3 993 68 89 96 3 60 8 56

TOTAL $6 963 03 $2 265 84 $0 00 $6 213 80 $1 078 43 $7 292 23 $1 936 64TOTAL $6,963.03 $2,265.84 $0.00 $6,213.80 $1,078.43 $7,292.23 $1,936.64$ , $ , $ $ , $ , $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 936 64 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,936.64

Willdan Financial Services 53

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 238-170-31-0000 Remaining Assessment Lien: $6 734 96 Assessor s Parcel No: 238 170 31 0000 Remaining Assessment Lien: $6,734.96

Reassessment No: 684 Reassessment: 6,137.34

Owner Name: FONG KINGMAN & KWOK IENG TR Lien Savings: $597 62 Owner Name: FONG, KINGMAN & KWOK IENG TR Lien Savings: $597.62

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $664 01 $470 07 $1 134 08 $730 41 $52 98 $783 39 $350 692014 $664.01 $470.07 $1,134.08 $730.41 $52.98 $783.39 $350.692015 711 44 424 25 1 135 69 692 47 202 14 894 61 241 082015 711.44 424.25 1,135.69 692.47 202.14 894.61 241.082016 758.87 375.17 1,134.04 720.92 181.37 902.29 231.752016 758.87 375.17 1,134.04 720.92 181.37 902.29 231.752017 806 30 322 04 1 128 34 730 41 159 74 890 15 238 192017 806.30 322.04 1,128.34 730.41 159.74 890.15 238.19,2018 853 73 265 60 1 119 33 758 87 130 53 889 40 229 932018 853.73 265.60 1,119.33 758.87 130.53 889.40 229.932019 948 58 205 84 1 154 42 815 78 100 17 915 95 238 472019 948.58 205.84 1,154.42 815.78 100.17 915.95 238.472020 996 01 139 44 1 135 45 844 24 67 54 911 78 223 672020 996.01 139.44 1,135.45 844.24 67.54 911.78 223.672021 996.02 69.72 1,065.74 844.24 33.77 878.01 187.732021 996.02 69.72 1,065.74 844.24 33.77 878.01 187.73

TOTAL $6 734 96 $2 272 13 $9 007 09 $6 137 34 $928 24 $7 065 58 $1 941 51TOTAL $6,734.96 $2,272.13 $9,007.09 $6,137.34 $928.24 $7,065.58 $1,941.51$ , $ , $ , $ , $ $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 941 51 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,941.51

Willdan Financial Services 54

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 238-160-19-0000 Remaining Assessment Lien: $6 734 98 Assessor s Parcel No: 238 160 19 0000 Remaining Assessment Lien: $6,734.98

Reassessment No: 649 Reassessment: 6,137.36

Owner Name: RAMZI AHMAD & SHAKILA Lien Savings: $597 62 Owner Name: RAMZI, AHMAD & SHAKILA Lien Savings: $597.62

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $664 01 $470 07 $1 134 08 $730 41 $52 98 $783 39 $350 692014 $664.01 $470.07 $1,134.08 $730.41 $52.98 $783.39 $350.692015 711 44 424 25 1 135 69 692 47 202 14 894 61 241 082015 711.44 424.25 1,135.69 692.47 202.14 894.61 241.082016 758.87 375.17 1,134.04 720.93 181.37 902.30 231.742016 758.87 375.17 1,134.04 720.93 181.37 902.30 231.742017 806 30 322 05 1 128 35 730 41 159 74 890 15 238 202017 806.30 322.05 1,128.35 730.41 159.74 890.15 238.20,2018 853 73 265 60 1 119 33 758 87 130 53 889 40 229 932018 853.73 265.60 1,119.33 758.87 130.53 889.40 229.932019 948 59 205 84 1 154 43 815 79 100 17 915 96 238 472019 948.59 205.84 1,154.43 815.79 100.17 915.96 238.472020 996 01 139 44 1 135 45 844 24 67 54 911 78 223 672020 996.01 139.44 1,135.45 844.24 67.54 911.78 223.672021 996.02 69.72 1,065.74 844.24 33.77 878.01 187.732021 996.02 69.72 1,065.74 844.24 33.77 878.01 187.73

TOTAL $6 734 97 $2 272 14 $9 007 11 $6 137 36 $928 24 $7 065 60 $1 941 51TOTAL $6,734.97 $2,272.14 $9,007.11 $6,137.36 $928.24 $7,065.60 $1,941.51$ , $ , $ , $ , $ $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 941 51 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,941.51

Willdan Financial Services 55

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 238-160-01-0000 Remaining Assessment Lien: $6 734 97 Assessor s Parcel No: 238 160 01 0000 Remaining Assessment Lien: $6,734.97

Reassessment No: 631 Reassessment: 6,137.35

Owner Name: BUTLER JAMES H JR & DIANE L Lien Savings: $597 62 Owner Name: BUTLER, JAMES H JR & DIANE L Lien Savings: $597.62

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $664 01 $470 07 $1 134 08 $730 41 $52 98 $783 39 $350 692014 $664.01 $470.07 $1,134.08 $730.41 $52.98 $783.39 $350.692015 711 44 424 25 1 135 69 692 47 202 14 894 61 241 082015 711.44 424.25 1,135.69 692.47 202.14 894.61 241.082016 758.87 375.17 1,134.04 720.93 181.37 902.30 231.742016 758.87 375.17 1,134.04 720.93 181.37 902.30 231.742017 806 30 322 04 1 128 34 730 41 159 74 890 15 238 192017 806.30 322.04 1,128.34 730.41 159.74 890.15 238.19,2018 853 73 265 60 1 119 33 758 87 130 53 889 40 229 932018 853.73 265.60 1,119.33 758.87 130.53 889.40 229.932019 948 58 205 84 1 154 42 815 78 100 17 915 95 238 472019 948.58 205.84 1,154.42 815.78 100.17 915.95 238.472020 996 01 139 44 1 135 45 844 24 67 54 911 78 223 672020 996.01 139.44 1,135.45 844.24 67.54 911.78 223.672021 996.02 69.72 1,065.74 844.24 33.77 878.01 187.732021 996.02 69.72 1,065.74 844.24 33.77 878.01 187.73

TOTAL $6 734 96 $2 272 13 $9 007 09 $6 137 35 $928 24 $7 065 59 $1 941 50TOTAL $6,734.96 $2,272.13 $9,007.09 $6,137.35 $928.24 $7,065.59 $1,941.50$ , $ , $ , $ , $ $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 941 50 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,941.50

Willdan Financial Services 56

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 238-150-21-0000 Remaining Assessment Lien: $6 513 28 Assessor s Parcel No: 238 150 21 0000 Remaining Assessment Lien: $6,513.28

Reassessment No: 601 Reassessment: 5,935.33

Owner Name: HANES BRUCE JR & KELLEY Lien Savings: $577 95 Owner Name: HANES, BRUCE JR & KELLEY Lien Savings: $577.95

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $642 16 $454 60 $1 096 76 $706 37 $51 24 $757 61 $339 152014 $642.16 $454.60 $1,096.76 $706.37 $51.24 $757.61 $339.152015 688 02 410 29 1 098 31 669 67 195 49 865 16 233 152015 688.02 410.29 1,098.31 669.67 195.49 865.16 233.152016 733.89 362.82 1,096.71 697.19 175.40 872.59 224.122016 733.89 362.82 1,096.71 697.19 175.40 872.59 224.122017 779 76 311 44 1 091 20 706 37 154 48 860 85 230 352017 779.76 311.44 1,091.20 706.37 154.48 860.85 230.35,2018 825 63 256 86 1 082 49 733 89 126 23 860 12 222 372018 825.63 256.86 1,082.49 733.89 126.23 860.12 222.372019 917 36 199 07 1 116 43 788 93 96 87 885 80 230 632019 917.36 199.07 1,116.43 788.93 96.87 885.80 230.632020 963 23 134 85 1 098 08 816 45 65 32 881 77 216 312020 963.23 134.85 1,098.08 816.45 65.32 881.77 216.312021 963.24 67.43 1,030.67 816.45 32.66 849.11 181.562021 963.24 67.43 1,030.67 816.45 32.66 849.11 181.56

TOTAL $6 513 29 $2 197 36 $8 710 65 $5 935 32 $897 69 $6 833 01 $1 877 64TOTAL $6,513.29 $2,197.36 $8,710.65 $5,935.32 $897.69 $6,833.01 $1,877.64$ , $ , $ , $ , $ $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 877 64 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,877.64

Willdan Financial Services 57

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 238-150-01-0000 Remaining Assessment Lien: $6 513 29 Assessor s Parcel No: 238 150 01 0000 Remaining Assessment Lien: $6,513.29

Reassessment No: 583 Reassessment: 5,935.34

Owner Name: WONG CHI & PAMELA Lien Savings: $577 95 Owner Name: WONG, CHI & PAMELA Lien Savings: $577.95

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $642 16 $454 60 $1 096 76 $706 37 $51 24 $757 61 $339 152014 $642.16 $454.60 $1,096.76 $706.37 $51.24 $757.61 $339.152015 688 02 410 29 1 098 31 669 68 195 49 865 17 233 142015 688.02 410.29 1,098.31 669.68 195.49 865.17 233.142016 733.89 362.82 1,096.71 697.20 175.40 872.60 224.112016 733.89 362.82 1,096.71 697.20 175.40 872.60 224.112017 779 76 311 44 1 091 20 706 37 154 48 860 85 230 352017 779.76 311.44 1,091.20 706.37 154.48 860.85 230.35,2018 825 63 256 86 1 082 49 733 89 126 23 860 12 222 372018 825.63 256.86 1,082.49 733.89 126.23 860.12 222.372019 917 36 199 07 1 116 43 788 93 96 87 885 80 230 632019 917.36 199.07 1,116.43 788.93 96.87 885.80 230.632020 963 23 134 85 1 098 08 816 45 65 32 881 77 216 312020 963.23 134.85 1,098.08 816.45 65.32 881.77 216.312021 963.24 67.43 1,030.67 816.45 32.66 849.11 181.562021 963.24 67.43 1,030.67 816.45 32.66 849.11 181.56

TOTAL $6 513 29 $2 197 36 $8 710 65 $5 935 34 $897 69 $6 833 03 $1 877 62TOTAL $6,513.29 $2,197.36 $8,710.65 $5,935.34 $897.69 $6,833.03 $1,877.62$ , $ , $ , $ , $ $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 877 62 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,877.62

Willdan Financial Services 58

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 238-270-02-0000 Remaining Assessment Lien: $4 495 41 Assessor s Parcel No: 238 270 02 0000 Remaining Assessment Lien: $4,495.41

Reassessment No: 844 Reassessment: 4,111.12

Owner Name: ALLEN RICHARD WALLACE TR Lien Savings: $384 29 Owner Name: ALLEN, RICHARD WALLACE TR Lien Savings: $384.29

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $504 59 $342 78 $847 37 $546 30 $34 81 $581 11 $266 262014 $504.59 $342.78 $847.37 $546.30 $34.81 $581.11 $266.262015 550 46 304 30 854 76 546 30 131 48 677 78 176 982015 550.46 304.30 854.76 546.30 131.48 677.78 176.982016 596.33 262.33 858.66 564.82 115.09 679.91 178.752016 596.33 262.33 858.66 564.82 115.09 679.91 178.752017 642 20 216 86 859 06 583 33 98 15 681 48 177 582017 642.20 216.86 859.06 583.33 98.15 681.48 177.582018 688 07 167 89 855 96 601 85 74 81 676 66 179 302018 688.07 167.89 855.96 601.85 74.81 676.66 179.302019 733 94 115 42 849 36 620 37 50 74 671 11 178 252019 733.94 115.42 849.36 620.37 50.74 671.11 178.252020 779 81 59 46 839 27 648 15 25 93 674 08 165 192020 779.81 59.46 839.27 648.15 25.93 674.08 165.192021 0.00 0.00 0.00 0.00 0.00 0.00 0.002021 0.00 0.00 0.00 0.00 0.00 0.00 0.00

TOTAL $4 495 40 $1 469 04 $5 964 44 $4 111 12 $531 01 $4 642 13 $1 322 31TOTAL $4,495.40 $1,469.04 $5,964.44 $4,111.12 $531.01 $4,642.13 $1,322.31$ , $ , $ , $ , $ $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 322 31 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,322.31

Willdan Financial Services 59

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 238-230-27-0000 Remaining Assessment Lien: $4 495 25 Assessor s Parcel No: 238 230 27 0000 Remaining Assessment Lien: $4,495.25

Reassessment No: 781 Reassessment: 4,110.97

Owner Name: ADEJOBI HEZEKIAH O & FLORENCE Lien Savings: $384 28 Owner Name: ADEJOBI, HEZEKIAH O & FLORENCE Lien Savings: $384.28

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $504 57 $342 77 $847 34 $546 28 $34 81 $581 09 $266 252014 $504.57 $342.77 $847.34 $546.28 $34.81 $581.09 $266.252015 550 44 304 29 854 73 546 28 131 48 677 76 176 972015 550.44 304.29 854.73 546.28 131.48 677.76 176.972016 596.31 262.32 858.63 564.80 115.09 679.89 178.742016 596.31 262.32 858.63 564.80 115.09 679.89 178.742017 642 18 216 85 859 03 583 31 98 14 681 45 177 582017 642.18 216.85 859.03 583.31 98.14 681.45 177.582018 688 05 167 88 855 93 601 83 74 81 676 64 179 292018 688.05 167.88 855.93 601.83 74.81 676.64 179.292019 733 92 115 42 849 34 620 35 50 74 671 09 178 252019 733.92 115.42 849.34 620.35 50.74 671.09 178.252020 779 79 59 46 839 25 648 13 25 93 674 06 165 192020 779.79 59.46 839.25 648.13 25.93 674.06 165.192021 0.00 0.00 0.00 0.00 0.00 0.00 0.002021 0.00 0.00 0.00 0.00 0.00 0.00 0.00

TOTAL $4 495 26 $1 468 99 $5 964 25 $4 110 98 $531 00 $4 641 98 $1 322 27TOTAL $4,495.26 $1,468.99 $5,964.25 $4,110.98 $531.00 $4,641.98 $1,322.27$ , $ , $ , $ , $ $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 322 27 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,322.27

Willdan Financial Services 60

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 238-130-07-0000 Remaining Assessment Lien: $4 495 40 Assessor s Parcel No: 238 130 07 0000 Remaining Assessment Lien: $4,495.40

Reassessment No: 538 Reassessment: 4,111.11

Owner Name: MEDEIROS MANUEL & MOLLY Lien Savings: $384 29 Owner Name: MEDEIROS, MANUEL & MOLLY Lien Savings: $384.29

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $504 59 $342 78 $847 37 $546 30 $34 81 $581 11 $266 262014 $504.59 $342.78 $847.37 $546.30 $34.81 $581.11 $266.262015 550 46 304 30 854 76 546 30 131 48 677 78 176 982015 550.46 304.30 854.76 546.30 131.48 677.78 176.982016 596.33 262.33 858.66 564.81 115.09 679.90 178.762016 596.33 262.33 858.66 564.81 115.09 679.90 178.762017 642 20 216 86 859 06 583 33 98 15 681 48 177 582017 642.20 216.86 859.06 583.33 98.15 681.48 177.582018 688 07 167 89 855 96 601 85 74 81 676 66 179 302018 688.07 167.89 855.96 601.85 74.81 676.66 179.302019 733 94 115 42 849 36 620 37 50 74 671 11 178 252019 733.94 115.42 849.36 620.37 50.74 671.11 178.252020 779 81 59 46 839 27 648 15 25 93 674 08 165 192020 779.81 59.46 839.27 648.15 25.93 674.08 165.192021 0.00 0.00 0.00 0.00 0.00 0.00 0.002021 0.00 0.00 0.00 0.00 0.00 0.00 0.00

TOTAL $4 495 40 $1 469 04 $5 964 44 $4 111 11 $531 01 $4 642 12 $1 322 32TOTAL $4,495.40 $1,469.04 $5,964.44 $4,111.11 $531.01 $4,642.12 $1,322.32$ , $ , $ , $ , $ $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 322 32 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,322.32

Willdan Financial Services 61

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 238-130-02-0000 Remaining Assessment Lien: $4 495 39 Assessor s Parcel No: 238 130 02 0000 Remaining Assessment Lien: $4,495.39

Reassessment No: 533 Reassessment: 4,111.10

Owner Name: FAUVER GERALD L & KATHLEEN J Lien Savings: $384 29 Owner Name: FAUVER, GERALD L & KATHLEEN J Lien Savings: $384.29

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $504 59 $342 78 $847 37 $546 29 $34 81 $581 10 $266 272014 $504.59 $342.78 $847.37 $546.29 $34.81 $581.10 $266.272015 550 46 304 30 854 76 546 29 131 48 677 77 176 992015 550.46 304.30 854.76 546.29 131.48 677.77 176.992016 596.33 262.33 858.66 564.81 115.09 679.90 178.762016 596.33 262.33 858.66 564.81 115.09 679.90 178.762017 642 20 216 86 859 06 583 33 98 15 681 48 177 582017 642.20 216.86 859.06 583.33 98.15 681.48 177.582018 688 07 167 89 855 96 601 85 74 81 676 66 179 302018 688.07 167.89 855.96 601.85 74.81 676.66 179.302019 733 94 115 42 849 36 620 37 50 74 671 11 178 252019 733.94 115.42 849.36 620.37 50.74 671.11 178.252020 779 81 59 46 839 27 648 15 25 93 674 08 165 192020 779.81 59.46 839.27 648.15 25.93 674.08 165.192021 0.00 0.00 0.00 0.00 0.00 0.00 0.002021 0.00 0.00 0.00 0.00 0.00 0.00 0.00

TOTAL $4 495 40 $1 469 04 $5 964 44 $4 111 09 $531 01 $4 642 10 $1 322 34TOTAL $4,495.40 $1,469.04 $5,964.44 $4,111.09 $531.01 $4,642.10 $1,322.34$ , $ , $ , $ , $ $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 322 34 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,322.34

Willdan Financial Services 62

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 232-380-01-0000 Remaining Assessment Lien: $3 564 70 Assessor s Parcel No: 232 380 01 0000 Remaining Assessment Lien: $3,564.70

Reassessment No: 432 Reassessment: 3,152.81

Owner Name: CASTILLO JUAN M & GWEN G Lien Savings: $411 89 Owner Name: CASTILLO, JUAN M & GWEN G Lien Savings: $411.89

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $503 91 $245 96 $749 87 $494 56 $25 94 $520 50 $229 372014 $503.91 $245.96 $749.87 $494.56 $25.94 $520.50 $229.372015 531 91 211 20 743 11 494 56 96 23 590 79 152 322015 531.91 211.20 743.11 494.56 96.23 590.79 152.322016 569.23 174.49 743.72 515.17 81.40 596.57 147.152016 569.23 174.49 743.72 515.17 81.40 596.57 147.152017 615 89 135 22 751 11 532 02 65 94 597 96 153 152017 615.89 135.22 751.11 532.02 65.94 597.96 153.152018 653 22 92 72 745 94 550 76 44 66 595 42 150 522018 653.22 92.72 745.94 550.76 44.66 595.42 150.522019 690 55 47 65 738 20 565 74 22 63 588 37 149 832019 690.55 47.65 738.20 565.74 22.63 588.37 149.832020 0 00 0 00 0 00 0 00 0 00 0 00 0 002020 0.00 0.00 0.00 0.00 0.00 0.00 0.002021 0.00 0.00 0.00 0.00 0.00 0.00 0.002021 0.00 0.00 0.00 0.00 0.00 0.00 0.00

TOTAL $3 564 71 $907 24 $4 471 95 $3 152 81 $336 80 $3 489 61 $982 34TOTAL $3,564.71 $907.24 $4,471.95 $3,152.81 $336.80 $3,489.61 $982.34$ , $ $ , $ , $ $ , $

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $982 34 Prepared By: Willdan Financial Services TOTAL SAVINGS $982.34

Willdan Financial Services 63

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 232-340-61-0000 Remaining Assessment Lien: $3 708 76 Assessor s Parcel No: 232 340 61 0000 Remaining Assessment Lien: $3,708.76

Reassessment No: 356 Reassessment: 3,280.22

Owner Name: HOYT REYNOLD & GRACE N TR Lien Savings: $428 54 Owner Name: HOYT, REYNOLD & GRACE N TR Lien Savings: $428.54

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $524 27 $255 90 $780 17 $514 54 $26 99 $541 53 $238 642014 $524.27 $255.90 $780.17 $514.54 $26.99 $541.53 $238.642015 553 40 219 73 773 13 514 54 100 12 614 66 158 472015 553.40 219.73 773.13 514.54 100.12 614.66 158.472016 592.23 181.54 773.77 535.98 84.69 620.67 153.102016 592.23 181.54 773.77 535.98 84.69 620.67 153.102017 640 78 140 68 781 46 553 52 68 61 622 13 159 332017 640.78 140.68 781.46 553.52 68.61 622.13 159.332018 679 61 96 47 776 08 573 02 46 46 619 48 156 602018 679.61 96.47 776.08 573.02 46.46 619.48 156.602019 718 45 49 57 768 02 588 61 23 54 612 15 155 872019 718.45 49.57 768.02 588.61 23.54 612.15 155.872020 0 00 0 00 0 00 0 00 0 00 0 00 0 002020 0.00 0.00 0.00 0.00 0.00 0.00 0.002021 0.00 0.00 0.00 0.00 0.00 0.00 0.002021 0.00 0.00 0.00 0.00 0.00 0.00 0.00

TOTAL $3 708 74 $943 89 $4 652 63 $3 280 21 $350 41 $3 630 62 $1 022 01TOTAL $3,708.74 $943.89 $4,652.63 $3,280.21 $350.41 $3,630.62 $1,022.01$ , $ $ , $ , $ $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 022 01 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,022.01

Willdan Financial Services 64

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 232-330-07-0000 Remaining Assessment Lien: $3 708 74 Assessor s Parcel No: 232 330 07 0000 Remaining Assessment Lien: $3,708.74

Reassessment No: 206 Reassessment: 3,280.21

Owner Name: GOMEZ LUIS F & ELENA J Lien Savings: $428 53 Owner Name: GOMEZ, LUIS F & ELENA J Lien Savings: $428.53

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $524 27 $255 90 $780 17 $514 54 $26 99 $541 53 $238 642014 $524.27 $255.90 $780.17 $514.54 $26.99 $541.53 $238.642015 553 40 219 73 773 13 514 54 100 12 614 66 158 472015 553.40 219.73 773.13 514.54 100.12 614.66 158.472016 592.23 181.54 773.77 535.98 84.69 620.67 153.102016 592.23 181.54 773.77 535.98 84.69 620.67 153.102017 640 78 140 68 781 46 553 52 68 61 622 13 159 332017 640.78 140.68 781.46 553.52 68.61 622.13 159.332018 679 61 96 47 776 08 573 01 46 46 619 47 156 612018 679.61 96.47 776.08 573.01 46.46 619.47 156.612019 718 45 49 57 768 02 588 61 23 54 612 15 155 872019 718.45 49.57 768.02 588.61 23.54 612.15 155.872020 0 00 0 00 0 00 0 00 0 00 0 00 0 002020 0.00 0.00 0.00 0.00 0.00 0.00 0.002021 0.00 0.00 0.00 0.00 0.00 0.00 0.002021 0.00 0.00 0.00 0.00 0.00 0.00 0.00

TOTAL $3 708 74 $943 89 $4 652 63 $3 280 20 $350 41 $3 630 61 $1 022 02TOTAL $3,708.74 $943.89 $4,652.63 $3,280.20 $350.41 $3,630.61 $1,022.02$ , $ $ , $ , $ $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 022 02 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,022.02

Willdan Financial Services 65

CITY OF TRACYCITY OF TRACY

R t Di t i t 2014Reassessment District 2014Reassessment District 2014Auditor's RecordAuditor s Record

Assessor's Parcel No: 232-300-03-0000 Remaining Assessment Lien: $3 708 73 Assessor s Parcel No: 232 300 03 0000 Remaining Assessment Lien: $3,708.73

Reassessment No: 16 Reassessment: 3,280.20

Owner Name: BITTICKS WALTER C Lien Savings: $428 53 Owner Name: BITTICKS, WALTER C Lien Savings: $428.53

AUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR'S RECORD FOR ORIGINAL BONDS AUDITOR'S RECORD FOR REFUNDING BONDSAUDITOR S RECORD FOR ORIGINAL BONDS AUDITOR S RECORD FOR REFUNDING BONDS

Year Principal Interest Total Principal Interest Total SavingsYear Principal Interest Total Principal Interest Total Savings2014 $524 27 $255 90 $780 17 $514 54 $26 99 $541 53 $238 642014 $524.27 $255.90 $780.17 $514.54 $26.99 $541.53 $238.642015 553 40 219 73 773 13 514 54 100 12 614 66 158 472015 553.40 219.73 773.13 514.54 100.12 614.66 158.472016 592.23 181.54 773.77 535.98 84.68 620.66 153.112016 592.23 181.54 773.77 535.98 84.68 620.66 153.112017 640 78 140 68 781 46 553 52 68 61 622 13 159 332017 640.78 140.68 781.46 553.52 68.61 622.13 159.332018 679 61 96 47 776 08 573 01 46 46 619 47 156 612018 679.61 96.47 776.08 573.01 46.46 619.47 156.612019 718 45 49 57 768 02 588 60 23 54 612 14 155 882019 718.45 49.57 768.02 588.60 23.54 612.14 155.882020 0 00 0 00 0 00 0 00 0 00 0 00 0 002020 0.00 0.00 0.00 0.00 0.00 0.00 0.002021 0.00 0.00 0.00 0.00 0.00 0.00 0.002021 0.00 0.00 0.00 0.00 0.00 0.00 0.00

TOTAL $3 708 74 $943 89 $4 652 63 $3 280 19 $350 40 $3 630 59 $1 022 04TOTAL $3,708.74 $943.89 $4,652.63 $3,280.19 $350.40 $3,630.59 $1,022.04$ , $ $ , $ , $ $ , $ ,

Note: Total savings shown will be reduced by the amount of funds available from levy collections to dateNote: Total savings shown will be reduced by the amount of funds available from levy collections to date

Prepared By: Willdan Financial Services TOTAL SAVINGS $1 022 04 Prepared By: Willdan Financial Services TOTAL SAVINGS $1,022.04

Willdan Financial Services 66

CITY OF TRACY Reassessment District No. 2014

Method of Reassessment Each Reassessment has been computed as a proration of the existing individual assessments or reassessments to the total aggregate remaining lien within each local obligation.

Willdan Financial Services 67

CITY OF TRACY Reassessment District No. 2014

Certifications 1. I, the City Clerk of the City of Tracy, hereby certify that the foregoing Reassessment with the Reassessment Diagram thereto attached, was filed with me on __________________, 2014. ___________________________ City Clerk, City of Tracy 2. I, the City Clerk of the City of Tracy, California, hereby certify that the Reassessments set forth in Column (1) of the Reassessment Roll, with Reassessment Diagram attached, were approved and confirmed by the City Council of said City on _____________________, 2014. ___________________________ City Clerk, City of Tracy 3. I, the City Engineer of the City of Tracy, County of San Joaquin, California as the Superintendent of Streets of the City of Tracy, hereby certify that this Reassessment, together with the Reassessment Diagram thereto attached, was recorded in my office on ____________________, 2014. ___________________________ City Engineer 4. A Notice of Reassessment was recorded and the Reassessment Diagram was filed in the office of the County Recorder of the County of San Joaquin, California, on __________________, 2014. ___________________________ City Clerk, City of Tracy

Willdan Financial Services 68

CITY OF TRACY Reassessment District No. 2014

Reassessment Diagram The reassessment diagram is on file with the City Clerk and been filed with the County recorder in book , page , document number .

Willdan Financial Services 69

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APPENDIX E

FORM OF BOND COUNSEL OPINION

June 10, 2014 Tracy Public Financing Authority 333 Civic Center Plaza Tracy, California, 95376

OPINION: $17,215,000 Tracy Public Financing Authority Revenue Bonds, 2014 Series A Members of the Authority:

We have acted as bond counsel to the Tracy Public Financing Authority (the “Authority”)

in connection with the delivery by the Authority of the above-referenced bonds (the “Bonds”), issued pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title 1 of the Government Code of the State of California (the “Bond Law”), and pursuant to an Indenture of Trust dated as of June 1, 2014 (the “Indenture”), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee. We have examined the Bond Law, an executed copy of the Indenture 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 contained in the Indenture and in the certified proceedings and other certifications of public officials 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 public agency duly organized and existing 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 have been duly authorized, executed and delivered by the Authority and

are legal, valid and binding obligations of the Authority, 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.

Tracy Public Financing Authority June 10, 2014 Page 2

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4. Pursuant to the Bond Law, the Indenture establishes a valid lien on and pledge of

the Revenues (as such term is defined in the Indenture) for the security of the Bonds. 5. Interest on the Bonds is excluded from gross income for federal income tax purposes

and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings. The opinions set forth in the preceding sentence are subject to the condition that the Authority and the City of Tracy (the “City”) comply with all requirements of the Internal Revenue Code of 1986 that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The Authority and the City have covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds.

6. Interest on the Bonds is exempt from personal income taxation imposed by the

State of California. The rights of the owners of the Bonds and the enforceability of the Bonds and the

Indenture are limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally, and by equitable principles, whether considered at law or in equity.

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. Our engagement with respect to this matter has terminated as of the date hereof.

Respectfully submitted, A Professional Law Corporation

F-1

APPENDIX F

FORM OF CONTINUING DISCLOSURE CERTIFICATE

$17,215,000 TRACY PUBLIC FINANCING AUTHORITY

REVENUE BONDS 2014 SERIES A

This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and

delivered by the City of Tracy (the “City”), for and on behalf of itself and the Tracy Public Financing Authority (the “Authority”), in connection with the issuance by the Authority of the revenue bonds captioned above (the “Bonds”).

The Bonds are generally secured by revenues derived from debt service payments

made on three series of bonds to be issued by the City concurrently with the Bonds: (i) a series of special tax refunding bonds (the “CFD 89-1 Bonds”) for the City of Tracy Community Facilities District No. 89-1 (Industrial Specific Plan - Northeast Area), (ii) a series of special tax refunding bonds (the “CFD 99-1 Bonds”) for the City of Tracy Community Facilities District No. 99-1 (Northeast Industrial Area), and (iii) a series of reassessment bonds (the “Reassessment Bonds”) for the City of Tracy Reassessment District No. 2014-1 (94-1 and I-205 Reassessment Districts).

The Bonds are being issued under an Indenture of Trust, dated as of June 1, 2014 (the

"Indenture"), by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee”).

The City, on behalf of itself and the Authority, hereby 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 above and 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” means any Annual Report provided by the City pursuant to, and as

described in, Sections 3 and 4 of this Disclosure Certificate. “Annual Report Date” means the date that is 9 months after the end of the City’s fiscal

year (currently March 31 based on the City’s fiscal year end of June 30). “County” means the County of San Joaquin, California. “Dissemination Agent” means Willdan Financial Services or any successor

Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation.

F-2

“Listed Events” means 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 that may be designated by the Securities and Exchange Commission as such for purposes of the Rule in the future.

“Official Statement” means the final official statement executed by the City in connection

with the issuance of the Bonds. “Participating Underwriter” means Stifel, Nicolaus & Company, Incorporated, the original

underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds.

“Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission

under the Securities Exchange Act of 1934, as it may be amended from time to time. Section 3. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination Agent to, not later than the

Annual Report Date, commencing March 31, 2015, with the report for the 2013-14 fiscal year, provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than 15 Business Days prior to the Annual Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the previous sentence. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the City’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder.

(b) If the City does not provide (or cause the Dissemination Agent to provide) an

Annual Report by the Annual Report Date, the City shall provide (or cause the Dissemination Agent to provide) to the MSRB, in an electronic format as prescribed by the MSRB, a notice in substantially the form attached as Exhibit A.

(c) With respect to each Annual Report, the Dissemination Agent shall:

(i) determine each year prior to the Annual Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and

F-3

(ii) if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided. Section 4. Content of Annual Reports. The City’s Annual Report shall contain or

incorporate by reference the following: (a) The audited financial statements of the City and the Authority, together with the

following statement: THE CITY’S AND THE AUTHORITY’S ANNUAL FINANCIAL STATEMENTS ARE

PROVIDED SOLELY TO COMPLY WITH THE SECURITIES EXCHANGE COMMISSION STAFF’S INTERPRETATION OF RULE 15C2-12. NO FUNDS OR ASSETS OF THE CITY OR THE AUTHORITY OTHER THAN THOSE PLEDGED UNDER THE INDENTURE ARE REQUIRED TO BE USED TO PAY DEBT SERVICE ON THE BONDS, AND NEITHER THE CITY NOR THE AUTHORITY ARE OBLIGATED TO ADVANCE AVAILABLE FUNDS FROM ANY SOURCE TO COVER ANY DELINQUENCIES. INVESTORS SHOULD NOT RELY ON THE FINANCIAL CONDITION OF THE CITY OR THE AUTHORITY IN EVALUATING WHETHER TO BUY, HOLD OR SELL THE BONDS.

The audited financial statements shall be prepared in accordance with generally

accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If such 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) The following additional items relating to the Authority, and to CFD 89-1, CFD 99-

1 and the Reassessment District on a combined basis.

(i) Outstanding principal amount of the Bonds as of the end of the most recent fiscal year.

(ii) A comparison between CFD 89-1, CFD 99-1 and the Reassessment District with regard to land use status, the number of parcels and acres, assessed values, and share of the Special Taxes and Reassessments, and value to burden ratios, based on the most recent Fiscal Year, substantially in the form of Table 2 contained in the Official Statement.

(iii) A description of the issuance of any Additional Bonds. (c) The following additional items relating to CFD 89-1:

(i) Outstanding principal amount of the CFD 89-1 Bonds as of the end of the most recent fiscal year.

(ii) Balance of the Reserve Account for the CFD 89-1 Bonds, and a statement of the applicable Reserve Requirement for the Reserve Account, as of September 2 of the current fiscal year.

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(iii) A table showing distribution of assessed value-to-burden ratios for all Taxable Property within CFD 89-1 (per the County Assessor’s records) for the current fiscal year substantially in the form of Table 7 contained in the Official Statement.

(iv) A table showing a history of special tax collections and delinquencies

within CFD 89-1 (per the County Assessor’s records) for the current fiscal year substantially in the form of Table 10 contained in the Official Statement.

(v) With respect to delinquent Special Taxes as of June 30 of the preceding

fiscal year, (i) a statement of whether or not CFD 89-1 continues to participate in the Alternative Method of Distribution of Tax Levies and Collections described in Revenue and Taxation Code Section 4701 et seq., or an equivalent procedure, (ii) a list of all parcels delinquent in the payment of Special Taxes in the aggregate of $3,000 or more (and information relating to the length of delinquency and status of any foreclosure, including results of foreclosure sales), (iii) the total dollar amount of delinquencies and (iv) in the event (A) that the total delinquencies within CFD 89-1 as of June 30 of the preceding fiscal year exceed 5% of the Special Tax for the preceding fiscal year or (B) there are 10 or fewer owners of real property within CFD 89-1, determined by reference to the latest available secured property tax roll of the County, delinquency information for each parcel delinquent in the payment of Special Tax, amounts of delinquencies, length of delinquency and status of any foreclosure of each such parcel (including results of foreclosure sale).

(vi) The amount of prepayments of the CFD 89-1 Special Taxes for the most recently completed Fiscal Year.

(vii) A land ownership summary listing property owners responsible for more than 5% of the annual CFD 89-1 Special Tax levy, as shown on the County Assessor's equalized tax roll as of June 30 of the preceding fiscal year, and a calculation of each such owner’s assessed value-to-burden ratio based upon assessed value and the burden of that property’s share of the CFD Bonds only.

(viii) An updated calculation as of June 30 of the preceding fiscal year of the CFD 89-1’s assessed value-to-burden ratio on a CFD-wide basis, based upon (A) the Taxable Property’s assessed value as shown on the County Assessor's equalized tax roll and (B) the burden of that property’s share of the CFD 89-1 Bonds.

(ix) Any changes to the Rate and Method of Apportionment of Special Tax for CFD 89-1 as of June 30 of the preceding fiscal year.

(x) Annual information required to be filed by the City with the California Debt and Investment Advisory Commission pursuant to the Mello-Roos Act and relating generally to outstanding CFD 89-1 bond amounts, fund balances, assessed values, special tax delinquencies and foreclosure information. (d) The following additional items relating to CFD 99-1:

(i) Outstanding principal amount of the CFD 99-1 Bonds as of the end of the most recent fiscal year.

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(ii) Balance of the Reserve Account for the CFD 99-1 Bonds, and a statement of the applicable Reserve Requirement for the Reserve Account, as of September 2 of the current fiscal year.

(iii) A table showing distribution of assessed value-to-burden ratios for all Taxable Property within CFD 99-1 (per the County Assessor’s records) for the current fiscal year substantially in the form of Table 16 contained in the Official Statement.

(iv) A table showing a history of special tax collections and delinquencies

within CFD 99-1 (per the County Assessor’s records) for the current fiscal year substantially in the form of Table 19 contained in the Official Statement.

(v) With respect to delinquent Special Taxes as of June 30 of the preceding

fiscal year, (i) a statement of whether or not CFD 99-1 continues to participate in the Alternative Method of Distribution of Tax Levies and Collections described in Revenue and Taxation Code Section 4701 et seq., or an equivalent procedure, (ii) a list of all parcels delinquent in the payment of Special Taxes in the aggregate of $3,000 or more (and information relating to the length of delinquency and status of any foreclosure, including results of foreclosure sales), (iii) the total dollar amount of delinquencies and (iv) in the event (A) that the total delinquencies within CFD 99-1 as of June 30 of the preceding fiscal year exceed 5% of the Special Tax for the preceding fiscal year or (B) there are 10 or fewer owners of real property within CFD 99-1, determined by reference to the latest available secured property tax roll of the County, delinquency information for each parcel delinquent in the payment of Special Tax, amounts of delinquencies, length of delinquency and status of any foreclosure of each such parcel (including results of foreclosure sale).

(vi) The amount of prepayments of the CFD 99-1 Special Taxes for the most recently completed Fiscal Year.

(vii) A land ownership summary listing property owners responsible for more than 5% of the annual CFD 99-1 Special Tax levy, as shown on the County Assessor's equalized tax roll as of June 30 of the preceding fiscal year, and a calculation of each such owner’s assessed value-to-burden ratio based upon assessed value and the burden of that property’s share of the CFD Bonds only.

(viii) An updated calculation as of June 30 of the preceding fiscal year of the CFD 99-1’s assessed value-to-burden ratio on a CFD-wide basis, based upon (A) the Taxable Property’s assessed value as shown on the County Assessor's equalized tax roll and (B) the burden of that property’s share of the CFD 99-1 Bonds.

(ix) Any changes to the Rate and Method of Apportionment of Special Tax for CFD 99-1 as of June 30 of the preceding fiscal year.

(x) Annual information required to be filed by the City with the California Debt and Investment Advisory Commission pursuant to the Mello-Roos Act and relating generally to outstanding CFD 99-1 bond amounts, fund balances, assessed values, special tax delinquencies and foreclosure information. (e) The following additional items relating to the Reassessment District:

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(i) Outstanding principal amount of the Reassessment Bonds as of the end of the most recent fiscal year.

(ii) Balance of the Reserve Fund for the Reassessment Bonds, and a statement of the applicable Reserve Requirement for the Reserve Fund, as of September 2 of the current fiscal year.

(iii) A table showing distribution of assessed value-to-burden ratios (per the County Assessor’s records) for the current fiscal year substantially in the form of Table 24 contained in the Official Statement.

(iv) A table showing a history of reassessment collections and delinquencies

(per the County Assessor’s records) for the current fiscal year substantially in the form of Table 26 contained in the Official Statement.

(v) With respect to delinquent Reassessments as of June 30 of the preceding

fiscal year, (i) a statement of whether or not the Reassessment District continues to participate in the Alternative Method of Distribution of Tax Levies and Collections described in Revenue and Taxation Code Section 4701 et seq., or an equivalent procedure, (ii) a list of all parcels delinquent in the payment of Reassessments in the aggregate of $3,000 or more (and information relating to the length of delinquency and status of any foreclosure, including results of foreclosure sales), (iii) the total dollar amount of delinquencies and (iv) in the event (A) that the total delinquencies within the Reassessment District as of June 30 of the preceding fiscal year exceed 5% of the Reassessments for the preceding fiscal year or (B) there are 10 or fewer owners of real property within the Reassessment District determined by reference to the latest available secured property tax roll of the County, delinquency information for each parcel delinquent in the payment of Reassessments, amounts of delinquencies, length of delinquency and status of any foreclosure of each such parcel (including results of foreclosure sale).

(vi) The amount of prepayments of the Reassessments for the most recently completed Fiscal Year.

(vii) A land ownership summary listing property owners responsible for more than 5% of the annual Reassessment levy, as shown on the County Assessor's equalized tax roll as of June 30 of the preceding fiscal year, and a calculation of each such owner’s assessed value-to-burden ratio based upon assessed value and the burden of that property’s share of the Reassessment Bonds only.

(viii) An updated calculation as of June 30 of the preceding fiscal year of the Reassessment District’s assessed value-to-burden ratio on a Reassessment District-wide basis, based upon (A) the assessed values as shown on the County Assessor's equalized tax roll and (B) the burden of the property’s share of the Reassessment Bonds. (e) In addition to any of the information expressly required to be provided under this

Disclosure Certificate, the City shall provide such further material 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.

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(f) 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.

Section 5. Reporting of Significant Events. (a) The City shall give, or cause to be given, notice of the occurrence of any of the

following Listed Events with respect to the Bonds:

(1) Principal and interest payment delinquencies. (2) Non-payment related defaults, if material. (3) Unscheduled draws on debt service reserves reflecting financial

difficulties. (4) Unscheduled draws on credit enhancements reflecting financial

difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of

proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security.

(7) Modifications to rights of security holders, if material. (8) Bond calls, if material, and tender offers. (9) Defeasances. (10) Release, substitution, or sale of property securing repayment of the

securities, if material. (11) Rating changes. (12) Bankruptcy, insolvency, receivership or similar event of the City or other

obligated person. (13) The consummation of a merger, consolidation, or acquisition involving the

City or an obligated person, or the sale of all or substantially all of the assets of the City or an obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material.

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(14) Appointment of a successor or additional trustee or the change of name of a trustee, if material.

(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the

City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds under the Indenture.

(c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7),

(a)(8) (if the event is a bond call), (a)(10), (a)(13), and (a)(14) of this Section 5 contain the qualifier “if material.” The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that the City determines the event’s occurrence is material for purposes of U.S. federal securities law.

(d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12)

above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.

Section 6. Identifying Information for Filings with the MSRB. All documents provided to

the MSRB under the 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 legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).

Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a

Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be Willdan Financial Services. Any Dissemination Agent may resign by providing 30 days’ written notice to the City.

Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure

Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:

(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or

5(a), it may only be made in connection with a change in circumstances that arises from

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a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted;

(b) the undertakings herein, as proposed to be amended or waived, would, in

the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

(c) the proposed amendment or waiver either (i) is approved by holders of

the Bonds in the manner provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds.

If the annual financial information or operating data to be provided in the Annual Report

is amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.

If an amendment is made to this Disclosure Certificate modifying the accounting

principles to be followed in preparing financial statements, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative.

A notice of any amendment made pursuant to this Section 9 shall be filed in the same

manner as for a Listed Event under Section 5(c). 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. If the City fails to comply with any provision of this Disclosure

Certificate, the Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance.

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Section 12. Duties, Immunities and Liabilities of Dissemination Agent. (a) 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 they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the City hereunder, and shall not be deemed to be acting in any fiduciary capacity for the City, the Bond holders or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

(b) The Dissemination Agent shall be paid compensation by the City for its services

provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be reimbursed for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder.

Section 13. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of

the City, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity.

Section 14. Counterparts. This Disclosure Certificate may be executed in several

counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument.

Date: June 10, 2014

CITY OF TRACY

Jenny Haruyama, Administrative Services Director

AGREED AND ACCEPTED: Willdan Financial Services, as Dissemination Agent By: Name: Title:

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EXHIBIT A

NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Tracy Public Financing Authority Name of Issue: Tracy Public Financing Authority Revenue Bonds 2014 Series A Date of Issuance: June 10, 2014 NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with

respect to the above-named Bonds as required by the Indenture, dated as of June 1, 2014, by and between the City and The Bank of New York Mellon Trust Company, N.A., as trustee. The City anticipates that the Annual Report will be filed by ________________.

Dated:

DISSEMINATION AGENT: _________________

By: Its:

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APPENDIX G

DTC AND THE BOOK-ENTRY-ONLY SYSTEM

The following description of the Depository Trust Company (“DTC”), the procedures and

record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be.

Neither the issuer of the Bonds (the “Issuer”) nor the trustee, fiscal agent or paying agent

appointed with respect to the Bonds (the “Agent”) take any responsibility for the information contained in this Appendix.

No assurances can be given that DTC, DTC Participants or Indirect Participants will

distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC.

1. The Depository Trust Company (“DTC”), New York, NY, will act as securities

depository for the securities (the “Securities”). The Securities 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 Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.

2. DTC, the world’s largest securities 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

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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. DTCC is owned by the 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 a Standard & Poor’s rating of AA+. 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. The information contained on this Internet site is not incorporated herein by reference.

3. Purchases of Securities under the DTC system must be made by or through Direct

Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“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 Securities 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 Securities, except in the event that use of the book-entry system for the Securities is discontinued.

4. To facilitate subsequent transfers, all Securities 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 Securities with DTC and their 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 Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

5. Conveyance of notices and other communications by DTC to Direct Participants, by

Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities 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.

6. Redemption notices shall be sent to DTC. If less than all of the Securities within an

issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

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7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to 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 Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

8. Redemption proceeds, distributions, and dividend payments on the Securities will be

made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

9. DTC may discontinue providing its services as depository with respect to the

Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.

10. Issuer may decide to discontinue use of the system of book-entry-only transfers

through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC.

11. The information in this section concerning DTC and DTC’s book-entry system has

been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof.

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