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Home My WebLink AboutItem 4.06 Counsel DubRanAD (2)CITY CLERK FILE # 600-30 AGENDA STATEMENT CITY COUNCIL MEETING DATE: (October 19, 1999) SUBJECT: ATTACHMENTS: Authorization to Engage Disclosure Counsel for the Dublin Ranch Assessment District and Negotiate a Contractual Agreement, (Prepared by Joe Aguilar Interim Administrative Services Director) Resolution authorizing Staff to Engage Stradling Yocca Carlson &' Rauth as Disclosure Counsel for the Dublin Ranch Assessment District and to Negotiate a Contractual Agreement .for services consistent with those delineated in the Circulated RFQ, Copy of Response to RFQ by Stradling Yocca Carlson & Rauth 3, Copy of Circulated Request for Qualifications (RFQ) RECOMMENDATION. Adopt the report and the attached resolution. FINANCIAL STATEMENT: The Disclosure Counsel will be compensated on a contingent basis, solely from the bond proceeds generated by the issuance of bonds for the Dublin Ranch Assessment District 1999-1' (District). The fees are estimated at $60,000 plus out of pocket expenses for document reproduction, City approved travel, and messenger service. The contract will be set for a not to exceed mount of $70,000 unless increased by the City Council. DESCRIPTION: The engagement of Stradting Yocca Carlson & Rauth as disclosure counsel fo; the District will allow the City to continue with the formation of the District and the issuance of bonds in ,a timely and efficient manner. The Disclosure Counsel plays a key role in the transaction by drafting the official statements (offering prospectus) and determining the degree of disclosure required on pertinent information surrounding the project, the developer and the transaction. BACKGROUND: The City entered into a development agreement with the Jennifer Lin family for the development of 1,500 acres in the eastern portion of the City. In accordance with that agreement and at the request of the Lin family, the City recently initiated proceedings for the formarion of the District to finance public improvements in a portion of their land holdings (approximately 500 acres). The boundaries and the (,~-~arameters of public improvements needed for the District are in the process of being determined by Lin COPIES TO: \XDLIBLINFS2XAS~Dublin Ranch Assrnt Disfiagenda disclosure cotmsel. doc ITEM NO. family engineers and the City's Public Works Department. The Lin family is also progressing with relate~l planning requirements and approvals related to the subject property. ,.) Earlier this year, the City engaged the law firm of Orrick, Herrington & Sutcliffe to serve as Bond Counsel and Stone & Youngberg to serve as underwriters for the District. The Disclosure Counsel will work very closely with bond counsel and the underwriter in completing the necessary documents for the prospective bond issue. The Disclosure ~Counsel's work is essential in protecting the interests of the City as the City involves itself in the bond transaction. PROCESS: Recently, Staff circulated a request for qualifications to specific firms who have expertise as disclosure counsel for assessment district bonds. The RFQ contained detailed information about the District including a copy of the report by Public Finance Associates that discusses the various financing options available for the District. Staff received three proposals and reviewed the responses with Stone & Youngberg (underwriter) and Orrick Herrington & Sutcliffe (bond counsel). After reviewing the strengths of each proposal, it is recommended Stradling Yocca Carlson & Rauth be hired as disclosure counsel. Even though all three finns who submitted proposals to the City are well qualified to assist the City, Stradling Yocca Carlson & Rauth appears to the best qualified to serve the needs of the City in completing the prospective bond financing at this time. The firm of Stradling Yocca Carlson & Rauth, with offices in San Francisco and Newport Beach, has two highly qualified attorneys available to work on the Dublin Ranch Assessment District bonds. With nearly 100 attorneys, the finn specializes in several areas including public finance, public law, tax, corporate securities. One of the attorneys to be assigned to the Dublin Ranch Assessment District transaction served as special bond counsel in the Livermore-Amador Valley Water Management Agency pipeline project and as bond counsel on the City of Dublin's 1994 certificate of partiCipation financing. This past experience provides them with an existing working knowledge of the community and the issues that effect the prospective bond issue. Stradling Yocca Carlson & Rauth is a nationally recognized municipal bond firm with one of the largest pubic law departments in California. Since 1990, they have acted as either bond counsel or disclosure counsel on tax-exempt bonds totaling in excess of $1 billion. Since 1997, the firm has served as disclosure counsel (also know as underwriter's counsel) on 89 bond transactions totaling over $2.4 billion. Of these transactions, 28 6f them were assessment or community facility districts. Their work demonstrates that they have extensive experience and a good understanding of the current market for assessment district bonds and bond disclosure work. RECOMMENDATION: Adopt the attached Resolution to engage Stradling Yocca Carlson & Rauth as disclosure counsel for the Dublin Ranch Assessment District and authorize Staff to negotiate a contract for the related services. RESOLUTION NO. - 99 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN AUTHORIZING STAFF TO ENGAGE STRADLING YOCCA CARLSON & RAUTH AS DISCLOSURE COUNSEL FOR THE DUBLIN RANCH ASSESSMENT DISTRICT AND TO NEGOTIATE A CONTRACTUAL AGREEMENT FOR SUCH SERVICES WHEREAS, the City recently issued a Request for Qualification (RFQ) for Disclosure Counsel Legal Services (Services) for the Dublin Ranch Assessment District to three law rirms providing such services; and WHEREAS, all three law firms responded with proposals to provide the Services as discussed in the City's RFQ; and WHEREAS, Staff reviewed the proposals and determined that the proposal received from Stradling Yocca Carlson & Rauth best meets the needs of the City in completing the prospective bond fmancing; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby authorize Staff to engage Stradling Yocca Carlson & Rauth as disclosure counsel for the Dublin Ranch Assessment District and authorize the City Manager to execute a contractual agreement with the law firm for an amount not to exceed $70,000. PASSED, APPROVED AND ADOPTED this 19th day of October, 1999. AYES: NOES: ABSENT: ABSTAIN: ATTEST: Mayor City Clerk G/Dublin Ranch Assrnt Dist/reso-disciosure counsel ATTACHMENT 1 RESPONSE OF STRADLING YOCCA CARLSON & RAUTH, A PROFESSIONAL CORPORATION To REQUEST FOR QUALIFICATIONS FOR DISCLOSURE COUNSEL SERVICES For the CITY OF DUBLIN John J. Murphy, Esq. · Stradling Yocca Ca~son & Rauth, a Professional Corporation 660 Newport Center Drive, Suite 1600 Newport Beach, California 92660 (949) 725-4160 August 27, 1999 ATTACHMENT 2 PROPOSAL OF STRADLING YOCCA CARLSON & RAUTH, A PROFESSIONAL CORPORATION TO PROVIDE DISCLOSURE COUNSEL SERVICES TO THE CITY OF DUBLIN I. EXECUTIVE SUMMARY Stradling Yocca Carlson & Rauth, a Professional Corporation is pleased to present this proposal for disclosure counsel services to the City of Dublin (the "City") in connection with the City's issuance of bonds on behalf of the proposed Dublin Ranch Assessment District 1999-1. While we are extremely proud of our overall record of success in providing legal services in connection with all types of municipal obligations, land-secured financings represent a specialty in which we have come to be recognized as industry leaders. Thus, we would especially welcome the opportunity to represent the City as its disclosure counsel in connection with the issuance of assessment district bonds. Explained in ~reater detail below are qualifications that we believe make us an excellent candidate to serve as disclosure counsel to the City..- In summary. those qualifications include the followin_,2: · We are a nationally recog'nized bond counsel firm with one of the largest public law departments in Califomia. · Since the late 1980s, we have consistently ranked among the top five municipal finance firms in the State measured both by dollar volume and number of long-term financings. In every year since 1990, we acted either as bond counsel or underwriter's counsel on long-term tax- exempt financings totaling in excess of $1 billion. · For calendar year 1998, we ranked 3rd in the State of California in terms of the number offinancings completed as bond counsel and 3rd in the State in terms of the dollar volume of issues, acting as bond counsel on 160 financings (both long-term and short-term) totaling over $2.5 billion. Thus far in 1999 we have served as bond counsel on 69 financings (both long-term and short-term) rotating over $2.5 billion. · We have been involved in the development of most of the innovative structures in use in land-secured financings today, including variable rate assessment district bonds, variable rate community facilities district bonds, senior-subordinated lien bonds and the pooling of different land- secured obligations in Marks-Roos revenue issues. · We took the lead in drafting the position paper on continuing disclosure in land- secured financings for CASTOFF, a group of industry professionals in California whose practice focuses on land-secured financings, and in presenting this position to the staff of the Securities and Exchange Commission in Washington, D.C. As a result of this effort, we are well-versed in the law on continuing disclosure in the land-secured area. We have extensive experience as disclosure counsel and underwriter's counsel. DOCSOC\676935v I ~29999.0000 · We have experienced senior attorneys who will have primary and direct involvement in the entire disclosure process. II. GENERAL BACKGROUND AND EXPERIENCE OF FIRM (a) Description of the Firm Stradling Yocca Carlson & Rauth, a Professional Corporation (the "Firm") was formed in 1975 and now includes nearly 100 attorneys. The Firm handles matters in substantially all aspects of the law except domestic relations, personal injury and criminal work. Our primary areas of specialization are public finance, public law, tax, general corporate law, corporate securities, real estate, litigation, labor and estate planning. The Firm has two offices in California, its main location in Newport Beach, and an office in San Francisco which is devoted entirely to public finance work. The services provided by us to the City would involve attorneys from both offices. We believe that the Firm's size offers an advantage to the clients that we represent for many reasons. First, the Firm has expertise in many areas, such as real estate, corporate securities and litigation, as well as public law, that can be useful in analyzing all relevant issues for a bond financing. Second, our size provides stability and assurance to the client that the Firm will be in practice to follow up on matters related to the services it renders. In our view, this aspect of stability and continuity should be of great importance to public agencies in an environment where, more than ever, bond issues require ongoing monitoring for federal securities and tax law compliance. We have one of the largest public law practices in the State, with 23 members of the Firm practicing in the areas of general public law and public finance. Our public law attorneys devote substantially all of their time to the representation of the interests of public agencies, including counties, cities, redevelopment agencies, school districts, and special districts of various kinds, and to the supplying of legal services in connection with the financings of such agencies. Members of the public law department are recognized experts in their areas and are often called upon to speak at conferences and seminars for public agencies and other municipal finance specialists, including seminars held by the National Association of Bond Lawyers, the California Debt and Investment Advisory Commission, the California League of Cities, the California Redevelopment Association, the Association of California Water Agencies, the Coalition for Adequate School Housing, University of California Extension Programs and industry conferences held by The Bond Buyer and others. (b) Experience and Background . Since the late 1980s, the Firm has consistently ranked among the top four or five bond counsel firms in the State of California depending on whether the criterion used is the number of bond issues or their dollar volume. In each of these years, we have acted as bond counsel or underwriter's counsel on more than $1 billion in local financings. For calendar year 1997, the Firm ranked third in the State of California in terms of the number of financings completed as bond counsel, serving in that capacity on 125 financings totaling over $3.1 billion. For calendar year 1998, the Firm ranked third in the State of Califomia in terms of the number of financingi completed as 2 DOCSOC\676935vl~29999.0000 bond counsel, serving in that capacity on 160 financings totaling over $2.5 billion. Thus far in calendar year 1999, the Firm has served as bond counsel on 69 ~nancings totaling over $2.5 billion. A list of the financings for which we served as bond counsel in calendar years 1997, 1998 and 1999 is attached hereto as Exhibit A. We have been involved in nearly every type of financing undertaken by public agencies and have helped to develop several of the structures which are widely used throughout the country. We have utilized fixed and various variable rate financing techniques to provide low interest rates on public projects. We believe that we have addressed unique financing problems by our solutions- oriented approach to working with issuers and other financing team members. The Firm has enjoyed long-term relationships with most of our clients. We believe that our longevity with these and many other clients underscores the high level of service that we provide on an ongoing basis. In particular, we have been complimented for providing excellent and responsive service to clients even when no immediate financing is on the horizon. We take a long-range view of a relationship with a client and know that eventually the financings will be completed, but that there is much important work to be done in between intensive financing periods. The City's Request for Qualifications calls for a firm with expertise as disclosure counsel. This is an area of particular stren~h for the Firm. A list of the financings on which we have acted as disclosure counsel or underwriter's counsel in calendar years 1997, 1998 and 1999 is attached hereto as Exhibit B. We believe that we are an undisputed leader in the State in serving as disclosure counsel, underwriter's counsel and bond counsel for land-secured on financings. As such, we are frequently involved in the larger and more complicated such financings. For example, we served as underwriter's counsel in connection with the first variable rate community facilities district financing, as counsel to the property owners in connection with the first variable rate assessment district financings in both California and Nevada, and as bond counsel or underwriter's counsel in connection with financings that pioneered the use of the senior lien/junior lien structure to refund the bonds of multiple land secured districts. Our extensive experience in land-secured financings has. allowed us to develop an expertise in analyzing the issues that are relevant for these types of financings, such as market absorption and property valuations concerns, developer disclosure and complex security structures. The Firm has extensive experience with revenue bonds, certificates of participation and lease revenue financings for many types of clients, including counties. Our certificate of participation and lease revenue bond financings have involved many types of financing structures, including variable and fixed interest rates; project-backed financings, asset transfers and credit-enhanced and non- credit-enhanced structures. QUALIFICATIONS OF STAFF The attorney in the Firm who would be primarily responsible for the legal work on the City's issues would be John J. Murphy, who is located in our Newport Beach office and can be reached at (949)'7254160. Working with Mr. Murphy would be Scan Tiemey, who is located in our San Francisco office and can be reached at (415) 283-2243. . - DOCSOC\676935vI~29999.0000 Mr. Murphy has been a shareholder of the Firm since 1978, practicing exclusively in the area of municipal finance. Mr. Murphy received his J.D. in 1969 from the University of Virginia and is admitted to practice before the United States Supreme Court, the Ninth Circuit Court of Appeals and United States District Court as well as all California courts. He is a member of the California Debt and Investment Advisory Commission's Technical Advisory Committee and a frequent speaker at the Commission's seminars. He is also a frequent speaker at University of California Extension programs and at various municipal finance conferences and seminars. From 1979 through 1986, Mr. Murphy's practice emphasized single family and multi-family mortgage revenue bond issues. However, both before and since then his practice has emphasized financings for traditional public infrastructure, with a particular emphasis on land-secured and revenue based financing. In the last three years he personally has served as bond counsel, underwriter's counsel, disclosure counsel or counsel to the property owner in connection with over $4 billion of bond financings. Recent land-secured financings for which Mr. Murphy had primary responsibility for preparing the official statement include the following: Issuer Amount Type Project Underwriter City of San Clemente $7.9 million 1913/A.D. AD 85-1 Refunding City of San Clemente $15.3 million 1913/A.D. AD 98-1 City ofLas Vegas $12.4 million Nevada A.D. S.I.D. No. 404 City of Henderson $25.0 million Nevada A.D. L.I.D. No. T4R City of Henderson $18.7 million Nevada A.D. L.I.D. No. T4C City of Fontana $15.5 million CFD CFD No. 11 County of 1913/15 Sunrise and Sacramento $22.7 million A.D. Cordova Refunding City of Henderson $50.0 million Nevada A.D. L.I.D. No. T4R Stone & Youngberg Stone & Youngberg Stone & Youngberg Stone & Youngberg Stone & Youngberg Stone & Youngberg Stone & Youngberg Stone & Youngberg Scan Tierney is also a shareholder in the Finn. Mr. Tierney received his B.A. in 1985 from Columbia University and his J.D. in 1988 from the U.C.L.A. School of Law. He spent three years at Mudge Rose Guthrie Alexander & Ferdon in New York City and six years at Brown & Wood in San Francisco before joining Stradling Yocca Carlson & Rauth. Mr. Tierney is a member of the California and New York bars. He has eleven years of bond experience. He has worked with a variety of public agencies, including cities, special districts, redevelopment agencies and counties. He has frequently worked on complex land-secured and revenue-based financings. Mr. Tierney is a frequent speaker at bond finance conferences, including the American Association of Port Authorities, the California Society of Municipal Analysts, the Association f6r Governmental Leasing and Finance and the Califomia Redevelopment Association. Mr. Tierney is the President of the Bay Area Municipal Forum. Examples of land-secured financing issuers that Mr. Tierney has worked with include the Cities of Albany, Cathedral City, Hawthome, Salinas and Scotts Valley, the Borrego Water District and the Salida Public FaCilities Authority. While at his previous firm, Brown & Wood, Mr. Tierney worked as bond counsel to the City of Dublin in connection with a 1994 certificates of participation financing. Mr. Tiemey also represents the Dublin San Ramon Services District as special bond counsel in connection with the District's participation in the Livermore-Amador Valley Water Management Agency pipeline project. : DOCSOC\676935v lx29999.0000 References Persons who are familiar with our abilities and experience as disclosure counsel including the following: Robert A. Ryan, Jr., County Counsel County of Sacramento (916) 874-~5577 Michael K. Olson, City Treasurer City ofLas Vegas (702) 229-6321 David N. Lund, Public Works/Economic Developer Director City of San Clemente (949) 361-8391 IV. POSITION RE TYPE OF ISSUER AND DEVELOPER INFORMATION TO BE INCLUDED IN ANNUAL REPORTS The type of information that must be included in annual reports of issuers and developers in order to satisfy the requirements of Securities and Exchange Commission Rule 15c2-12 (the "Rule") is dependent upon the facts and circumstances of the financing. However, it should be noted that the rule applies to underwriters, not to issuers. Thus, the underwriter and its counsel must suggest to the issuer and the developer the type of information they believe will be necessary to satisfy the Rule. When we serve as disclosure counsel we believe our primary responsibilities to the issuer are twofold: first, to protect the issuer against unreasonable or impractical requirements with respect to the contents of its annual reports and, second, to assist the issuer in complying with its continuing disclosure undertaking in a manner consistent with federal and state securities laws. We would approach the drafting of the City's continuing disclosure undertaking from that perspective. V. SCOPE OF SERVICES/CONFLICTS/FORM OF OPINION/ETC. We have reviewed the Scope of Services outlined in the Request for Qualifications and are confident that we can provide the services required. We have never been engaged by the owner of the land in the proposed assessment district to provide it with legal services. As noted above, Mr. Tierney serves as special counsel to the Dublin San Ramon Services District, but we do not believe that this role would in any way conflict with the role of disclosure counsel in the proposed transaction. At this point, we do not know the underwriter for the proposed transaction, and we therefore are not in a position to advise you of any past or current engagements as such underwriter's counsel. We would, of course, so advise you when the underwriter is selected. A sample opinion and official statement are attached hereto as Exhibits C and D. We have never been subject to any SEC enforcement proceedings. 5 DOCSOC\676935vl'Q.9999.0000 VI. INSURANCE COVERAGE We have reviewed the insurance requirements contained in the Request for Qualifications and can satisfy the requirements. The Firm has professional liability insurance with Attomeys Insurance Mutual Risk 'Retention Group Inc. in the amount of $25,000,000 and is self-insured for the first $250,000 on each claim. VII. COMPENSATION Our fee for the services described in the Request through the issuance of the bonds, based on the assumptions set forth in the Request would be $60,000. We would not expect to request additional compensation based on the time consumed in completing the engagement. For legal services relating to continuing disclosure our hourly rates (to remain in effect through calendar year 2001) would be $350 for Mr. Murphy and $300 for Mr. Tiemey. In addition to the foregoing fees, we would expect to be reimbursed for out-of-pocket expenses incurred in connection with the engagement, including, without limitation, document reproduction, travel as approved by the City, and messenger services.' VIII. CONCLUSION We hope that the foregoing conveys the Firm's expertise to serve as Disclosure Counsel to the City. We would be willing to provide additional information on request or to attend an interview. STRADLING YOCCA CARLSON & RAUTH John J. Murphy JJM/jr 6 DOCSOC\676935v 1',29999.0000 , EXHIBIT A LIST OF FINANCINGS WITH STRADLING YOCCA CARLSON & RAUTH AS BOND COUNSEL DOCSOC\676935v Ix,.29999.0000 Exhibit A Stradling Yocca Carlson & Rauth rotat Find,teed: $5,922,885,487 Bond Counsel Closings-1/1/9 7-Present rotat oeats:296 Closing Issuer Project Nante Principal Date Antpunt 1/7/97 Wilsona School District Certificates of Participation (Capital Financing Refunding Project) (Bank Qualified) $3,415.000 1/29/97 City of Pacifica 1997 Lease Refinancing Project $1.085,000 2/27/97 Grossmont Union High School District Certificates of Participation (1997 Facility Bridge Funding Program) $18,885,000 3/1/97 Orange County Water District 1997-1998 Tax and Revenue Anticipation Notes $20,000.000 3/4/97 Center Unified School District Election of 1992 General Obligation Bonds, Series 1997 C $15,974.099 3/5/97 Rio Linda Union School District 1997 General Obligation Refunding Bonds $18,105.000 3112~97 Fremont Unified School District 1997 General Obligation Refunding Bonds $29,567,002 518197 Novato Unified School District Refunding Certificates of Participation, Series 1997 (Bank Qualified) $2,745.000 5/13/97 East Side Union High School District, 1991 General Obligation Bonds, Series D $18,500,000 Current Interest Bonds and $29.999,912 $11,499,912 Capital Appreciation Bonds 6/3/97 Campbell Union School District Election of 1994 General Obligation Bonds, Series 1997C (Bank Qualified) $4.838,038 6/12/97 California Community College Financing Authority Lease Revenue Bonds (VVest Valley-Mission Community College District) Series 1997 $12,265.000 7/1/97 San Lute Obispo County Office of Education 1997 Tax and Revenue Anticipation Notes $27.053;000 7/1/97 Ventura County Community College District' 1997 Tax and Revenue Anticipation Notes $12,000.000 7/1/97 California Community College Financing Authority 1997 Tax and Revenue Anticipation Bonds, $28,925,000 Series A Bonds and $131.255,000 $102,330,000 Series B Bonds 7/1/97 Millbrae School District 1997 Tax and Revenue Anticipation Notes $2.600,000 7/1/97 Fremont Unified School District 1997 Tax and Revenue Anticipation Notes $12,000.000 7/2/97 Alum Rock Union Elementary School District 1997 General Obligation Bonds, Series C $11,999,650 713197 Santa Paula School District 1997 Tax and Revenue Anticipation Notes $1.100,000 7/3/97 , Conejo Valley Unified School District 1997 Tax and Revenue Anticipation Notes $8,000,000 7/3/97 Mountain View School District 1997 Tax and Revenue Anticipation Notes $2,000,000 7/8/97 Desert Sands Unified School District 1997 Tax and Revenue Anticipation Notes $9,200.000 7~9~97 South Bay Union School District Election of 1997 General Obligation Bonds. Series A (Bank Qualified) $8,496,918 Page I of 14 Closi.g lssuer Project Name Principal Date Amount 7/9/97 Ravenswood City School District 1997 Tax and Revenue Anticipation Notes (Bank Qualified) $4,700,000 7/10/97 Redevelopment Agency of the City of Redwood City Redevelopment Project Area No. 2, Tax Allocation Refunding Bonds, Series 1997 $15,430,000 7111197 Fontana Unified School DIstrict 1997 Tax and Revenue Anticipation Notes $10,000,000 7/15/97 Fillmore Unified School District Election of 1997 General Obligation Bonds, Series A $11,999,947 7/17/97 Mount Shasta Union School DIstrict Election of 1997 General Obligation Bonds: Series A (Bank Qualified) $2,198,229 7122197 South Pasadena Unified School District 1997 Tax and Revenue Anticipation Notes $2,000,000 7/25/97 Los Angeles County Fair Association Taxable Variable Rate Refunding Bonds, Series 1997 $17,900,000 7/31/97 Santa Cruz County Office of Education 1997 Tax and Revenue Anticipation Notes $22,995,000 8/5/97 Stanlslaus County Office of Education 1997 Tax and Revenue Anticipation Notes $17,690,000 8/6/97 Lucia Mar Unified School District Election of 1997 General Obligation Bonds, Series A $21,749,592 8/6/97 Nape Valley Unified School District Election of 1996 General Obligation Bonds, Series B (Bank Qualified) $4,600,000 8/12/97 Eureka Union School District Election of 1993 General Obligation Bonds, Series C (Bank Qualified) $3,569,315 8/i4/97 Yuba City Unified School District $11,765,000 Refunding Certificates of Participation, Series 1997A and $1,375,000 $13,140,000 Taxable Refunding Certificates of Participation, Series 1997B 8/19/97 San Jose Unified School District Election of 1997 General Obligation Bonds, Series A $28,670,955 8/19/97 Ravenswood City School District 1996 General Obligation Bonds, Series A (Bank Qualified) $3,000,000 8/26/97 Rialto Unified School District 1997 Tax and Revenue Anticipation Notes $9,000,000 8/27/97 Merced County Office of Education Certificates of Participation, Series 1997 (Bank Qualified) $3,200,000 9/9/97 Monrovla Unified School District Election of 1997 General Obligation Bonds, Series A $23.999,059 9/11/97 Roseville Joint Union High School District 1997 'Tax and Revenue Anticipation Notes $2,780,000 9/11/97 Loomis Union Elementary School District 1997 Tax and Revenue Anticipation Notes $1,600,000 9/11/97 Western Placer Unified School District 1997 Tax and Revenue Anticipation Notes . $2.200,000 9/11/97 Placer Hills Union Elementary School District 1997 Tax and Revenue Anticipation Notes $1,025,000 9/11/97 · Rocklin Unified School District 1997 Tax and Revenue Anticipation Notes $3,330,000 9/11/97 Placer County Office of Education 1997 Tax and Revenue Anticipation Notes $1,570,000 9/11/97 Tahoe Truckee Unified School District (Placer 1997 Tax and Revenue Anticipation Notes County Pool) $4,130,000 Page 2 of 14 ~ Closhtg Date 9/11/97 9/11/97 9/17/97 9/19/97 10/1/97 10/21/97 10/22/97 10130/97 1113/97 11/5/97 11/19/97 11/20/97 11/25/97 11/25/97 12/16/97 12/18/97 12118/97 12/22/97 12/23/97 12130/97 1/6/98 1/8/98 1/13/98 1/20/98 lsslter Rosevtlle City School District Placer Union High School District Campbell Union School DIstrict Rlalto Unified School District City of Tulare Public Financing Authority Foothill-De Anza Community College District Belmont-Redwood Shores School District Folsom-Cordova Unified School District City of Chula Vista South San Joaquin Irrigation District City of Montclalr Redevelopment Agency Capistrano Unified School District Lancaster Redevelopment Agency Saratoga Union School District County of Stanlslaus Lancaster Redevelopment Agency Southern California Home Financing Authority Fontana Redevelopment Agency Lancaster Financing Authority Lancaster Financing Authority Big Bear Area Regional Wastewater Agency Stockton-East Water District Alum Rock Union Elementary School District Washington Unified School District Project Name 1997 Tax and Revenue Anticipation Notes 1997 Tax and Revenue Anticipation Notes 1997 Tax and Revenue Anticipation Notes ! 997 Refunding Cedlflcates of Participation (Variable Interest Period Financing Program) 1997 Lease Revenue Bonds (Capital Facilities Project) Cedificates of Participation (1997 Financing Project) Election of 1997 General Obligation Bonds, Series A 1997 Tax and Revenue Anticipation Notes Multifamily Housing Revenue Refunding Bonds (Eucalyptus Grove Project), Series 1997 Revenue Cedificates of Padlcipation (VVater Treatment Project), Series 1997A (Bank Qualified) Montclair Redevelopment Project Area No. 1. 1997 Taxable Tax Allocation Bonds Cedificates of Padicipation, Series 1997 Mobile Home Park Revenue Bonds (Desed Sands Mobile Home Park Project), $3,165,000 Series 1997A and $155,000 Taxable Series 1997B Election of 1997 General Obligation Bonds, Series A Refunding Certificates of Participation, Series B of 1997 Lancaster Redevelopment Project No. 5, Tax Allocation Refunding Bonds, ISsue of 1997 Single Family Bonds Jurupa Hills Redevelopment Project, Tax Allocation Refunding Bonds, 1997 Series A Limited Obligation Revenue Bonds, 1997 Series B (Taxable) Limited Obligation Revenue Bonds, 1997 Series A (Senior Lien Bonds) Refunding Revenue Bonds, Series 1998 Refunding Revenue Certificates of Participation (1990 Project), Series 1997A General Obligation Refunding Bonds, Series of 1997 Cedificates of Padicipation, Series 1998 (Bank Qualified) Principal Atnouttt $2,575,000 $5,000,000 $4,250,000 $12,530,000 $6,740,000 $12,520,000 $12,000,000 $5,900,000 $18,300,000 $1.410,000 $325,000 $11,005,000 $3,320,000 $29,528.401 $10.630,000 $6,480,000 $50,000.000 $52,170.000 $2.643.889 $3,740,000 $4,640.000 $11.300,000 $10,142,782 $1.760,000 Page 3 of 14 Closing Date 1/29/98 2/4t98 2/5/98 2/5/98 2/10/98 2/18/98 2118/98 2126198 2~26~98 3/11/98 3/11/98 3/12/98 3/17/98 3118~98 3123198 3~24~98 3124198 3125198 3/31/98 4/8/98 4114/98 4/16/98 4121198 1~511 er ' Housing Authority of the County of Riverside Lucia Mar Unified School District Eastern Municipal Water District Redevel0pment Agency of the CIty of Flrebaugh Blola University Cabrillo Community College District San Juan Water District South Pasadena Unified School District Vallecito Union School District County of Stanlslaus West Basin Municipal Water District California Community College Financing Authority Manhattan Beach Unified School District City of Lancaster Winton Water and Sanitary District King City Joint Union High School District Campbell Union School District California Educational Facilities AuthOrity County of Orange Monrovla Unified School District Dinuba Redevelopment Agency West San Bernardino County Water District City of Siml Valley Project Name Refunding Revenue Bonds, 1998 Series A (Corona Projects) Refunding Cedificates of Participation (1997 Financing Project) Water and Sewer Revenue Refunding Ced!ficates of Padlcipatlon. Series 1998A Firebaugh Redevelopment Project, Taxable Tax Allocation Bonds, Series 1998 Taxable Revenue Bonds, Series 1998 Certificates of Padicipation (1998 Financing Project) 1998 General Obligation Refunding Bonds Election 'of 1995 General Obligation Bonds, Series B (Bank Qualified) Election of 1997 General Obligation Bonds, Series A (Bank Qualified) Cedificates of Participation, Series A of 1998 (Downtown Center) Revenue Certificates of Participation, Series 1998A Lease Revenue Bonds, Series 1998A for Gavilan Joint Community College District and Sonoma County Junior College District 1998 General Obligation Bonds, Series B Community Facilities District No. 90-1, 1998 Special Tax Refunding BOnds Refunding Certificates of Participation, Series 1998 (Wastewater System Improvement Project) 1998 General Obligation Refunding Bonds 1998 General Obligation Refunding Bonds Revenue Refunding Bonds (National University), Series 1994 Apadment Development Revenue Bonds (The Palm Gardens Apartments), Issue B of 1998 Certificates of Participation (1998 Financing Project) Merged City of Dinuba Redevelopmerit Project and Dinuba Redevelopmerit Project No. 2, as Amended, Subordinated Tax Allocation Notes, Issue of 1998 Limited Obligation Improvement Bonds, Asessment District No. 97-1 (Crestmore Heights Mutual Water Company) Multifamily Housing Revenue Bonds, Series 1998A (Sorrento Villas Apartments Project) ! rlnc.t, al /ltttOUttt $2,405,000 $6,180,000 $39,655,000 $1,000,000 $29,000,000 $3,450,000 $5,980,000 $9,999,877 $7,898,053 $22,160,000 $23,190.746 $6,440,000 $6.000,500 $9.065,000 $1,770,000 $19,160,000 $17,951,345 $1,920,000 $11,4000000 $3,200,000 $2,500,000 $552,066 $6,195.000 Page 4 of 14 ~,~ Closhtg lssuer Project Name l'rhsclpal Date Antouttt 4/22/98 4122198 4/22/98 4/22/98 4/23/98 4/23/98 4/23/98 4/24/98 4/24/98 4/27/98 4/27/98 General Obligation Bonds, Election of 1997, Series A Refunding Revenue Cedificates of Padicipation, Series 1998 Apadment Development Revenue Bonds (Lange Drive Family Apartments), Issue A of 1998, $5,829,000 Series I and $5,063,000 Series II Community Facilities District No. 86-2 (Rancho Santa Margarita), Series A of 1998 Special Tax Bonds Lemoore Redevelopmerit Project, Tax Allocation Refunding Bonds, Issue of 1998 1998 Installment Purchase Refunding Revenue Bonds (Las Virgenes Municipal Water District) Election of 1997 General Obligation Bonds, Series A (Bank Qualified) Multifamily Housing Revenue Bonds (Italian Gardens Apadments Project) Series 1998 Multifamily Housing Revenue Bonds (Coleman Senior Apadments Project) Series 1998 Apadment Development Revenue Bonds (Orange Gardens Apartments), Issue C of 1998 $4,945,000 1998 Housing Set-Aside Tax Allocation Bonds (Executive Lodge Project) Series A and $1,200,000 1998 Housing Set-Aside Tax Allocation Bonds (Executive Lodge Project) Taxable Series B Ojai Unified School District Palmdale Water District County of Orange County of Orange Lemoore Redevelopment Agency Calleguas-Las Virgenes Public Financing Authority Luther Burbank School District City of San Jose City of San Jose County of Orange Redevelopment Agency of the City of West Covina $4,000,000 $21,925,000 $6,392,000 $10,975,000 $6,180,000 $56,290,000 $1,650,000 $8,000,000 $8,050,000 $11,000,000 $6,145,000 4127/98 Redevelopment Agency of the City of West Covina Multifamily Housing Revenue Bond (Executive Lodge Apartments) 1998 Series C $2,775,000 4/28/98 Lemon Grove School District Refunding Cedificates of Padicipation (1998 Financing Project) (Bank Qualified) $3,100,000 4/28/98 Folsom Cordova Unified School District, School Election of 1997 General Obligation Bonds, Series A $10,396,454 Facilities Improvement District No. 1 (Sacramento County, California) Election of 1997 General Obligation Bonds, Series A 5/6/98 Vista Unified School District Certificates of Participafion (1998 Financing Project) $7,610,000 5/7/98 Tahoe Truckee Unified School District 1998 General Obligation Refunding Bonds (Bank Qualified) $6,855,000 5112198 Association of Bay Area Governments Water and Wastewater Revenue Bonds (,Pooled Financing Program) Series 1998A $23,025,000 5/i2/98 Fullerton Joint Union High School District 1998 Refunding Cedificates of Participation (1998Financing Project) (Bank Qualified) $4,290,000 5/13~98 Millbrae School District Refunding Cedificates of Participation (1998 Financing Project) (Bank Qualified) $1,985,000 5/15~98 Fallbrook Union High School District 1998 General Obligation Refunding Bonds $26,200,071 5/21198 City of Poway Community Facilities District No, 88-1 (Parkway Business Centre), Special Tax $35,445.000 Refunding Bonds, Series 1998 CIosi. g Date 5122/98 5128198 6/1/98 6/3/98 6110198 6/10/98 6/11/98 6/t 1/98 6/12198 6117198 6/17/98 6/22198 6/23/98 6124/98 6/24198 6/24/98 6/30/98 711198 711/98 711/98 711198 h$Rer Greenfield Unified School District Yucalpa Redevelopmerit Agency Folsom Cordova Unified School District County of Santa Clara Monrovla Redevelopmerit Agency Monrovia Redevelopment Agency Montecito Water District City of Big Bear Lake Orange County Housing Authority California Statewide Communities Development Authority Center Unified School District California Economic Development Financing Authority San Diego Community College District City of San Juan Caplstrano City of La Mesa San Juan Capistrano Community Redevelopment Agency South Orange County Public Financing Authority California Community College Financing Authority Moreno Valley Unified School District Capistrano Unified School District City of San Bernardino Project Name Lease Revenue Bonds Mobile Home Park Revenue Bonds (Etdorado Palms Mobile Home Estates Project) $6,995,000 Series 1998A and $225,000 Taxable Series 19988 Certificates of Partlclpatlon (1998 Financing Project) Refunding Certificates of Participation, 1998 Series A (YMCA of Santa Clara Valley) 1998 Sumltomo Loan/Promissory Note Central Redevelopment Project, Project Area No. I $20,585,000 Subordinate Taxable Tax Allocation Refunding Bonds, Issue of 1998A and $15,160,000 Subordinate Tax Allocation Refunding Bonds, issue of 19988 Revenue Certificates of Participation, Series 1998A 1998 Refunding Certificates of Participation (Civic Center Project) Variable Rate Demand Apartment Development Revenue Refunding Bonds (Oasis Martinique), Issue I of 1998 Apartment Development Revenue Refunding Bonds (Irvine Apartment Communities, L.P.) Series 1998A Certificates of Participation (Capital Projects Program) Series 1998 (Bank Qualified) Variable Rate Demand industrial Development Revenue Bonds (Lion Raisins Project) Series 1998 Refunding Certificates of Participation (1998 Financing Project) Series A of 1998 General Obligation Refunding Bonds (Open Space Program) Assessment District No. 98-1, Limited Obligation improvement Bonds (La Mesa Gateway Center) San Juan Capistrano Central Redevelopment Project, 1998 Tax Allocation Refunding Bonds Special Tax Revenue Bonds, 1998 Series A (Portola Hills/Lomas Laguna) 1998 Tax and Revenue Anticipation Bonds, $82,110,000 Series A Bonds, $32,960,000 Series B Bonds, $48,240,000 Series C Bonds 1998-99 Tax and Revenue Anticipation Notes Community Facilities District No. 92-1 (Las Floras), Special Tax Bonds, Series 1998 Municipal Water Department, 1999 Refunding Sewer Revenue Certificates of Participation Pr[llc... Amount $452,054 $7,220,000 $15,245,000 $2,325,000 $8,500,000 $35,745,000 $13,690,000 $5,300,000 $50,600,000 $334,190,000 $6,535,000 $5,000,000 $12,315,000 $16,155,000 $6,825,000 $6,315,000 $25,855,000 $163,310,000 $9,000,000 $31,360,000 $36,230,000 Closhtg Issuer Project Name Principal Date Atttount 7/1/98 City of Ontario 1998 Tax and Revenue Anticipation Notes $10,000,000 7/1/98 Millbrae School District 1998 Tax and Revenue Anticipation Notes $2,500,000 7/1/98 San Luis Oblspo County Office of Education 1998 Tax and Revenue Anticipation Notes $24,912,000 7/2198 Santa Paula School District 1998 Tax end Revenue Anticipation Notes $2,000,000 7/2/98 Hesperia Public Financing Authority Variable Rate Lease Revenue Refunding Bonds (Water and Administration Facilities $20,110,000 Acquisition Project), $18,040,000 Taxable Series 1998A and $2,070,000 Series '1998B 7/2198 Mountain View School District 1998 Tax and Revenue Anticipation Notes $2,000,000 7/2/98 Conejo Valley Unified School District 1998 Tax and Revenue Anticipation Notes $10,000.O00 7/2/98 Stanlslaus County Office of Education 1998 Tax and Revenue Anticipation Notes $25,075,000 7/7/98 Napa Valley Unified School District Election of 1996 General Obligation Bonds, Series C (Bank Qualified) $4.600,000 717/98. Ravenswood City School District 1998 Tax and Revenue Ant ctpation Notes (Bank Qualified) $4,200.000 7/8/98 County of Humboldt 1998-99 Tax and Revenue Anticipation Notes $17,000,000 7/9/98 City of Redwood City Public Financing Authority 1998 Lease Revenue Refunding Bonds (Capital Facilities Project) $12,160,000 7/10/98 Rialto Unified School District 1998 Tax and Revenue Anticipation Notes $5.000,000 7/10/98 Fontana Unified School District 1998 Tax and Revenue Anticipation Notes $10,000.000 7/10198 Desert Sands Unified School District 1998 Tax and Revenue Anticipation Notes $7,000,000 7/22/98 Santa Ana Unified School District Cedificates of Padicipation (1998 Financing Project) $4.330,000 Series A and $10.510,000 $6,180,000 Series B 7/22/98 Ravenswood City School District 1996 General Obligation Bonds. Series B (Bank Qualified) $3,000.000 7/23/98 Roseville Joint Union High School District 1992 General Obligation Bonds, Series 1998C (Bank Qualified) $4,995.895 7/23/98 Ventura County Community College District Cedificates of Padicipation (1998 Financing Project) $16.290.000 7/28/98 City of Newport Beach Water Revenue Refunding Bonds, Series 1998 (Water Services Capital Improvement Program) $14.225.000 Community Development Agency of the City of Simi 1998 Commercial Modgage Revenue Refunding Bonds (Sycamore Plaza II) Valley Sierra Valley Hospital District Election of 1998 General Obligation Bonds Santa Ana Unified School District Cedificates of Padiclpation (Energy Savings Project) 7/29/98 7/29/98 7/30/98 $7.325,000 $2.300,000 $4,370,000 Page 7of14 Date lssuer ; Project Name Prhtc.yal A l#tOltttt 7/30/98 City of Siml Valley Assessment District No. 89-1 (Royal Corto), Limited Obligation Refunding Bonds, $2,010,000 Series 1998 7/30/98 South Orange County Public Financing Authority Special Tax Revenue Bonds, 1998 Series B (Junior Lien Bonds) $29,010.000 7/30/98 Southern California Home Financing Authority Single Family Modgage Revenue Bonds, Series 1998-1 $20,280,000 8/4/98 County of Orange Variable Rate Demand Apartment Development Revenue Refunding Bonds (Villas $13,990,000 Allento), Issue E of 1998 8/4/98 County of Orange Variable Rate Demand Apartment Development Revenue Refunding Bonds (Villa La $30.000,000 Paz), Issue F ol~ 1998 8/4198 Fremont Unilied School District 1998-99 Tax and Revenue Anticipation Notes $13,000,000 815198 Laguna Salads Union School District $3,015,000 1998 General Obligation Refunding Bonds and $20,713,853.65 Election $23,728,853 of 1997 General Obligation Bonds, Series 1998B 8/11/98 Menlo Park City School District 1998 General Obligation Bonds, Series B; $16,000,000 8/12/98 California Statewide Communities Development Variable Rate Demand Industrial Development Revenue Bonds, Series 1998C $4,000,000 Authority (Nichols Pistachio Project) 8/12/98 Temple City Unified School District Election of 1998 General Obligation Bonds, Series A $18,593,249 8/12/98 City of Newport Beach Refunding Certificates of Padicipatlon, Series 1998 (Central Library Building Project) $7,330,000 8/13/98 Chaffey Joint Union High School District Election of 1998 General Obligation Bonds, Series A $25,000,000 8/13/98 Chico Unified School District Election of 1998 General Obligation Bonds, Series A $18,000,000 8/13/98 City of Salinas Sanitary Sewer System Revenue Bonds, Series 1998 $16,000,000 8/18/98 County of Riverside Community Facilities District No. 89-5 (Rancon Business Center), Special Tax $19.500,000 Refunding Bonds, Series 1998 8/19/98 Campbell Union Elementary School District 1998 Tax and Revenue Anticipation Notes $4,500,000 8/19198 Panoche Water District Revenue Refunding Certificates of Participation, Series 1998 (Bank Qualified) $3,610,000 8/20/98 Housing Authority of the County of Riverside Refunding Revenue Bonds, 1998 Series C (Breezewood Apartments Project) $5,085,000 8/20/98 Housing Authority of the County of Riverside Refunding Revenue Bonds, 1998 Series B (.Breezewood Apartments Project) $4,055.000 8/25/98 County of Orange Apartment Development Revenue Bonds (Heritage Village Apadments), Issue D of 1998 $7,300,000 8/26/98 Hanford Joint Union High School District Election of 1998, General Obligation Bonds, Series A (Bank Qualified) $8,000,000 8~26~98 Ventura County Public Financing Authority Local Agency Revenue Bonds, 1998 Series A $6,095,000 8/27/98 Corona-Norco Unified School District Community Facilities District No. 97-1, 1998 Special Tax Bonds $1,605,000 Page 8 of 14 Closing Issuer Project Name Prbaclpal Date Amount 8128/98 9/3/98 9/10/98 9110198 9/14/98 9/15/98 9117/98 9/17/98 9122/98 9/22/98 Election of 1995 General Obligation Bonds, Series B (Bank Qualified) Election of 1998 General Obligation Bonds, Series A (Bank Qualified) 1998 General Obligation Bonds, Series A Election of 1998 General Obligation Bonds, Series A Election of 1998 General Obligation Bonds, Series A (Bank Qualified) 1998 General Obligation Refunding Bonds, Series A Refunding Certificates of Participation (Water System and Wastewater System Improvement Project) $5,500,000 Series 1998A and $460,000 Taxable Series 1998B Election of 1998 General Obligation Bonds, Series A (Bank Qualified) Multifamily Housing Revenue Bonds (GNMA Collateralized-President John Adams Manor Apartments Project), 1998 Issue B 1998 Tax and Revenue Anticipation Notes ($2,380,000 Auburn Union School District. $1,105,000 Loomis Union Elementary School District, $1,570,000 Placer County Office of Education, $1,100,000 Placer Hills Union Elementary School District, $5,000,000 Placer Union High School District, $3,330,000 Rockfin Unified School District, $2,575,000 Roseville City School District. $3,510,000 Roseville Joint Union High School District, $3,000,000 Tahoe Truckee Unified School District, $1,930,000 Western Placer Unified School District Soledad Unified School District Duarte Unified School District Corona-Norco Unified School District Soutll Whittier Elementary School District Mountain View School District Fremont Unified School District City of Dinuba Palo Verde Unified School District Housing Authority of the City of San Diego County of Placer (Pool) 10/29/98 $1,500,000 $6,000,000 $17,000,000 $14,998,567 $7,800,000 $34,519,975 '$5,960,000 $7,500,000 $9,180,000 $25,500,000 9/29/98 Yorba Linda Water District General Obligation Refunding Bonds for Improvement District No. 2, Series 1998 $10,105,000 9130198 Franklin-McKinley School District 1998 General Obligation Refunding Bonds $4,990,000 1011198 Escondido Union School District Refunding Certificates of Participation (1998 Financing Project) $9,200,000 10/7/98 Cabrillo Community College District 1998 General Obligation Bonds, Series A $12,000,000 10/8/98 City of Redwood City Variable Rate Demand Certificates of Participation (City Hall Project) $11,700,000 10/14/98 Glendora Public Financing Authority Revenue (Tax Allocation) Bonds, 1998 Series A (Refunding Loans) $7,570,000 10/20/98 San Jose Unified School District Election of 1997 General Obligation Bonds, Series B ($27.970,000 Current Interest $49,998,605 Bonds and $22,028,604.90 Capital Appreciation Bonds) 10122198 Los Gatos-Saratoga Joint Union High School District Election of 1998 General Obligation Bonds. Series A $20.000.000 10/29/98 San Bernardino City Unified School District Certificates of Participation (1998 Financing Project) $36,370,000 10/29/98 Upland Community Redevelopment Agency Upland Community Redevelopment Project (A Merged Project), Tax Allocation $25,000,000 Refunding Bonds, Issue of 1998 Southern California Home Financing Authority Single Family Mortgage Revenue Bonds (Guaranteed Mortgage-Backed Securities Program), $1,150,000 Series 1998BT-A and $4,745,000 Series 1998BT-B $5,895,000 Page 9of14 CioMng ' lssuer Project Name Prbtctpal Date Amount 11/12/98 City of Upland Variable Rate Demand Apadment Development Revenue Refunding Bonds $17,000,000 (Mountain Springs), Issue A of 1998 11/12~98 County or Orange Variable Rate Demand Apadment Development Revenue Refunding Bonds (Trabuco $2,670,000 Woods) Issue J of 1998 11/12198 County of Orange Variable Rate Demand Apartment Development Revenue Refunding Bonds (Vintage $19,500,000 Woods) Issue H of 1998 11/12/98 County of Orange Variable Rate Demand Apartment Development Revenue Refunding Bonds ~LCO $28,000,000 LF Padners) Issue G of 1998, Series 3 11/12/98 County of Orange Variable Rate Demand Apadment Development Revenue Refunding Bonds (Park $13,200,000 Ridge) Issue I of 1998 11/12/98 County of Orange Variable Rate Demand Apadment Development Revenue Refunding Bonds ~LCO $20,000,000 LF Padners) Issue G of 1998, Series 2 11112/98 County of Orange Variable Rate Demand Apartment Development Revenue Refunding Bonds ~LCO $12,000,000 LF Padnets) Issue G of 1998, Series 1 ., 11/12198 Anaheim Housing Authority Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (Sage Park $5,500,000 Project), 1998 Series A,, 11/13198 Fountain Valley Agency for Community 1998 Tax Allocation Refunding Bonds (Industrial Area Redevelopment Project) Development $24,225,000 11/16198 City of Chula Vista Multifamily HOusing Revenue Bonds, $38,000,000 Series 1998A (Gateway Town $43,000,000 Center) and Subordinate Multifamily Housing Revenue Bonds, Series 1998B (Gateway Town Center) 11/18/98 Etiwanda School District Community Facilities District No. 2, Series 1998 Special Tax Refunding Bonds $3,440,000 11/19/98 Anahelm Housing AUthority Multifamily Housing Revenue Refunding Bonds (Harbor Cliff Project), 1998 Series B $7,400,000 11/19/98 Walnut Valley Water District Refunding Revenue Cediflcates of Padlcipatlon (BadillolGrand Transmission Main $21,705,000 and Terminal Storage Project), Series 1998 11/19/98 City of Poway South Poway Community Facilities District No. 1 (Pomerado Business Park Project) Special Tax Refunding Bonds, $17,415,000 Series 1998 (First Lien Bonds) and $8,675,000 Series 1998 (Second Lien Bonds) 11/23/98 Mountain View School District Cedificates of Padiclpation (1998 Financing Project) $3,095,000 11/24198 Modesto City School District Cedi~cates of Pafficipation (1998 Financing Project). $19,705,000 12/1/98 . California Educational Facilities Authority Refunding Revenue Bonds (Point Loma Nazarene University) Series 1998 $26,800,000 1211/98 San Bernardino City Unified School District 1998 Tax and Revenue Anticipation Notes $22,000,000 1218198 Aromas-San Juan Unified School District Ceaificates of Padicipation (1998 Financing Project) $6,250,000 12/8/98 Chico Unified School District 1998 General Obligation Refunding Bonds $16,965,000 $26,090,000 Page !0 of 14 ¼\ CIosbtg Date Project Name PrbtcipaI Amount 1219/98 12/23/98 12/29/98 12129198 117199 1/13/99 1/21199 AssOciation of Bay Area Governments Borrego Water District Roseville City School District Dlnuba Joint Unified School District Arrowbear Park County Water District California Community College Financing Authority East Side Union High School District Water and Wastewater Revenue Bonds (Pooled Financing Program) Series 1998B Certificates of Participation for Improvement District No. 4 (Water System Improvements), Series 1998 (Bank Qualified) Certificates of Participation (1998 Financing Project) Certificates of Participation (1998 FInancing Project) Certificates of Participation (1999 Refunding Project) (Bank Qualified) Lease Revenue Bonds, Series 1999A ($9,705,000 for Grossmont-Cuyamaca Community College District, $7,285,000 for Miracosta Community College District, $7,480,000 for Palomar Community College District, $7,570,000 for San Jose- Evergreen Community College District, $4,460,000 for Southwestern Community College District and $1,165,000 for West Valley-Mission Community College District 1999 General Obligation Refunding Bonds $4,640,000 $1,665,000 $19,270,000 $10,890,000 $995,000 $37,665,000 $20,900,000 1/21/99 1/26/99 1/27/99 214/99 2/25/99 2/25/99 2125/99 2/25/99 3/1/99 3/10/99 311 1/99 3/11/99 3/16/99 3117199 East Side Union High School District City of Oxnard Fair Oaks Water District Lancaster Housing Authority County of Riverside Ojai Unified School District County of Orange County of Orange City of Lancaster Buena Park School District San Jose-Evergreen Community College District · · Escortdido Joint Powers Financing Authority City of Salinas Lemon Grove School District 1991 General Obligation Bonds, Series E Certificates of Padicipation, Series 1999 Revenue Refunding Cedificates of Padlcipation, Series 1999 (Bank Qualified) Lease Revenue Refunding Bonds (Brierwood Mobilehome Park Project) Issue of 1999 Community Facilities District No. 84-2 (Lakehills), Series 1999 Special Tax Refunding Bonds General Obligation Bonds, Election of 1997, Series B Single Family Mortgage Revenue Bonds (GNMA and Fannie Mae Modgage-Backed Securities Program), Issue A of 1999, $534,000 SerieSA-1, $5,144,000 Series A-2 and $4,296,000 Series A-3 Single Family Modgage Revenue Bonds (GNMA and Fannle Mae Modgage-Backed Securities Program), Issue A of 1999, Series B (Taxable) Community Facilities District No. 91-2, 1999 Special Tax Refunding Bonds General Obligation Bonds, Election of 1998, Series 1999A Election of 1998 General Obligation Bonds, Series A 1999 Lease Revenue Bonds (Mobile Home Parks Project) Cedificates of Participation (Golf Course and Animal Shelter Projects) Series A of 1999 Election of 1998 General Obligation Bonds, Series A (Bank Qualified) $20,000,000 $8,980,000 $6,580,000 $10,040,000 $4,635,000 $2,750,000 $9,974,000 $2,026,000 $8,900,000 $6,932,977 $15,000,000 $6,625,000 $14,315,000 $7,248,025 '~\ Page llof14 ~ Ciosi. g Issuer Project Nante l'rlnc.r Date ! Antenat 3/17199 City of Yucaipa Community Facilities District 1'4o. 91t-f (Chapman Heights). ~ 99a Special Tax Bonds $~ 7,500,000 3/25199 Lancaster Redevelopmeat A~ency Lease Revenue Refundin~ Bonds (Lancaster Public Capital Improvement Projects), $~,7 ~ 0,000 Issue of ~999 3/25199 Lancaster Redevelopmeat A~ency Amar~osa Redevelopmeat Project. TaxAllocation Hefundin~ Bonds, Issue of ~ 999 $4,3~0,000 3/2~/99 ~est Fresno School District Election of ~997 Oeneral Obligation Bonds, Series A (Bank Ouall~ed) $~ ,~00,000 3/3~/99 Mojave Oesea Air Oualit~ Management Disfilet Installment Purchase A~reement (Administration Building) $1,932.~55 4/6/99 Allan Hancock Joint Community College District Ce~i~cates of Paalctpation (~ 999 Financina Project) (Bank ~uali~ed) $5,000,000 4/~/99 West Basin Municipal Water District Adjustable Rate Revenue Ceai~cates of Paaicipat~on (Phase III Recycled Water $B9,345,000 Project), Series ~999A and Series ~999B ' 4/15/99 !rapoffal County Office of Education Ceaificstes of Paaicipation (~999 Financin~ Project) (Bank Oualified) ' $3,000,000 4/~ 5/99 Pea of Redwood City Revenue Bonds. Series ~ 999 $~ 0,945.000 4/~ 8/99 Exeter Union School District Certificates of Paaicipation (~ 999 Flnancin~ Project) (Bank Oualifie~) 4/2~/99 Westlands Water District Revenue Ce~ificates of Paaicipation, Series ~999A $33.550,000 4127/99 Fulle~ton School District Certificates of Paalcipatton (~ 999 Capital Facilities Project) $8,a90,000 5/~/99 City of Carpcriteria Ceai~cates of Paaicipatton (~ 999 Capital Improvement Re~nancin~ Project) $2,~ 40,000 5l~ 3/99 Atiso Water Management ~ency Lease Revenue Refundin~ Bonds, Series ~ 999 $4,175,000 5/~4/99 Soledad Unified School District Ce~ificales of Pa~lcipation (1999 Financin~ Project) (Bank Oualified) $3,820,000 5/~ 8/99 kemoom Union High School District Ceai~cates of Paaicipation (~ 9~9 Flnancln~ Project) (Bank Oualified) $2,500,000 5/27/99 City of Chula Vista Multifamily Housin~ Revenue Bon6s (Villa Serena Project) Series ~ 999A and Taxable $~,000.000 Series ~ 999B 6/3/99 Southern California Home Financln~ Authority Single Famll~ Montage Revenue Bonds (Guaranteed Mofl~a~e-Backed Securities $B2.~5,000 Program) $50,000,000 Series ~ 999B-~ B; $12.8~ 5,000 Series ~ 999B-2 ~/4/99 County of Santa Clara Multifamil~ Housln~ Revenue Bonds (~MA Gollatemlize6 Medians Loan-Don de $4,080,000 Dies Apartments P~oject) $4,050,000 Series ~99~A and $30,000 Series ~999A-T B/4/99 County of Santa Clam Multifamily Housln~ Rovehue Bonds (GRMA Collatemlized Montage kosn-Villa~o $7,~ 59,000 Avante Apa~ments Project) $~.750,000 Series ~999B anO $409,000 8eflos 1999B-T 6/~0/99 ' Saratoga Union School District Election of ~997 ~eneral Obli~ation Bonds, Series B $~0.470,771 6/~ 0/99 Saratoga ~nion School District ~ 999 ~eneral Obli~ation Refundin~ Bonds $24,465,000 B/2~/99 Merced River ~nion Elementa~ School District . Election of ~999 General Obligation Bon6s, Series A (Bank ~ualified) $700,000 Page 12 of 14 ~ Closhtg lssuer Project Name Date 6/29/99 County of Orange 6/29199 County of Orange 6/30/99 Coachella Valley Water District Remarketing - Aliso Creek Remarketing - Harbor Polnte General Obligation Refunding Bonds, Series 1999 ($640,000 Improvement District No. 53; $7,560,000 Improvement District No. 54; $10,470,000 Improvement District No. 55; $6,865,000 Improvement District No. 58 Prhtcipal Amount $4,300,000 $14,249,000 $25,535,000 Moreno Valley Unified School District San Luis Obispo County Office of Education City of Ontario Santa Paula School District Stanislaus County Office of Education Conejo Valley Unified School District Mountain View School District 7/1/99 1999-2000 Tax and Revenue Anticipation Notes $9.000,000 7/1/99 1999 Tax and Revenue Anticipation Notes $22,875.000 7/1/99 1999 Tax and Revenue Anticipation Notes $10,000,000 7~2~99 1999 Tax and Revenue Anticipation Notes $2,000,000 7/2199 1999 Tax and Revenue Anticipation Notes $29,295,000 7/2199 1999 Tax and Revenue Anticipation Notes $10,000,000 7/2/99 1999 Tax and Revenue Anticipation Notes $2,000,000 7/7/99 $5,000,000 7/8/99 $4.845,000 718/99 $6,360.000 7129/99 $5,000,000 7/29/99 $1.700,000 City of Exeter 1999 Revenue BOnd Anticipation Notes Huntington Beach City School District Certificates of Participation (1999 Financing Project) (Bank Qualified) City of Bellflower Refunding Certificates of Participation (Bellflower Civic Center and 1999 Capital Improvement Projects) (Bank Qualified) 7~9~99 Rialto Unified School District 1999 Tax and Revenue Anticipation Notes $4,100,000 7/9/99 Fontana Unified School District 1999 Tax and Revenue Anticipation Notes $10,000,000 719/99 Desert Sands Unified School District 1999 Tax and Revenue Anticipation Notes $7.000,000 7/13/99 Roseville Joint Union High School District 1992 General Obligation Bonds. Series 1999D (Bank Qualified) $3,000,841 7/14/99 Sunol Glen Unified School District Election of 1999 General Obligation Bonds, Series A (Bank Qualified) $2,099,789 7/15/99 Willits Unified School District Election of 1999 General Obligation Bonds, Series A (Bank Qualified) $2,498,958 7/15~99 City of Montclair Redevelopment Agency Mobile Home Park Revenue Bonds (Villa Montclalr Mobile Home Park Project) Series $3,645,000 1999A 7/15199 , South Orange County Public Financing Authority Special Tax Revenue Bonds, 1999 Series A $75.920.000 7128199 City of Oxnard Reassessment District No. 85-5-R (Mandalay Bay) Series 1999, Limited Obligation $3,545,000 Refunding Bonds Fremont Unified School District 1999-2000 Tax and Revenue Anticipation Notes (Bank Qualified) West Fresno Elementary School District Election of 1997 General Obligation Bonds, Series B Page 13 of 14 Closbtg Dule lssuer Projecl IVame Prlnctlml 7129Z99 Central San doaquln Water Censervat/on District Refunding Revenue Certificates of Participation, Series 199~A (Bank Qualified) $5,790,000 8Z219~ Foothill/Eastern Transportation Corridor Agency Toll Road Refunding Revenue Bonds, Series 19~ $1 ,`586, 143.86,5 814l~ Orange County Water DIstrict Revenue Certificates of Participation, Series '1999A $43,4g`5.000 8/11/gg Castalc Lake Water Agency Revenue Certificates of Participation, Series 1999A (Water System Improvement $75,813,498 Project) 811719g Santa Margarita Water District Community Facilities District No. 99-1 (Talega). Series 1999 Special Tax Bonds $67,070,000 EXHIBIT B LIST OF FINANCINGS WITH STRADLING YOCCA CARLSON & RAUTH AS DISCLOSURE COUNSEL OR UNDERWRITER'S COUNSEL Exhibit B DOCSOC\676935vl'c?.9999.0000 Stradh,,} Yocca Carlson & Rauth Total Financed: $2,458,996,,109 Underwriter's Counsel Closings-1/1/9 7,Presenttotal veals:89 Closbtg Principal Date lssuer Project No.re A.tount 1/9/97 Soledad Unified School District General Obligation Bonds, Election of 1995, Series 1997 $9.000,000 1116197 Saddleback Valley Unified School District Public Special Tax Revenue Bonds, 1996 Series A $29,484.917 Financing Authority 1/23/97 California Educational Facilities Authority Revenue Bonds (Occidental College) Series 1997 $35,000,000 3/6/97 ABAG Finance Authority for Nonprofit Corporations Variable Rate Demand Certificates of Part!ctpation (Bentley School High School Project) $8,730,000 3/31/97 Cathedral City Public Financing Authority 1997 Taxable Lease Revenue Bonds (Capital Facilities Project) (Disclosure Counsel) $5,920,000 4/10/97 Ontario-Montclair School District Certificates of Padicipation (1997 Capital Projects) $18,700.000 4/23/97 Beaumont Unified School District Refunding Cedificates of Padicipation, Series A of 1997 (Disclosure) $3,060,000 517197 County of Riverside Cedificates of Padicipation (Historic Coudhouse Project) $21.834,878 5/13/97 Pajaro Valley Unified School District Cedificates of Padicipation (1997 School Facilities Bridge Funding Program) $10,000,000 5/22197 Pleasant Valley School District 1997 Refunding Cedificates of Padicipation (Tierra Linda School) (Bank Qualified) $4,550,000 5/28/97 County of Del Notre Bond Anticipation Notes, County Service Area No. 1 Assessment District, Series 1997 $3,620.000 (Bank Qualified) (Disclosure) 5/29/97 Clark County, Nevada ///Special Improvement District No..108 (Summerlin South Area), Local Improvement $37,000,000 Bonds, Series 1997 6/18/97 Uklah Unified School District General Obligation Bonds, Election of 1997, Series 1997 $13,999,342 6/19/97 City of Oxnard r//Assessment District No. 97-1-R (Pacific Commerce Center) Limited Obligation $31.535.000 Refunding Bonds 7/3/97 Los Angeles Community College District 1997-98 Tax and Revenue Anticipation Notes $29,000,000 7~8~97 · City of Novato General Obligation Refunding Bonds. Series 1997A (Disclosure) $14,245.000 7124/97 Industrial Development Authority of the City of Irvine Variable Rate Demand Industrial Development Revenue Bonds (Sabritec Project) Issue $4.400.000 A of 1997 8/5/97 Stanislaus County Office of Education 1997 Tax and Revenue Anticipation Notes $17,690,000 Page 1 of 6 ~ Closing Date lssuer Project Name Prbtclpai Antouttt 8113~97 County of Sacramento Laguna Creek Ranch/Elliott Ranch Community Facilities District No. 1, Improvement Area No. 2, Special Tax Refunding Bonds (Elliott Ranch) (Disclosure) $21,415,000 8/14/97 8/28/97 Southern California Home Financing Authority San Bernardino County Financing'Authority Single Family Modgage Revenue Bonds (Guaranteed Mortgage-Backed Securities Program) Series 1997B (Disclosure) 1997 Public Capital Improvement Refunding Revenue Bonds $44,505,000 $75,000,000 9/9/97 9/18/97 10/2197 Oceanside Unified School District City of Ontario City of Los Angeles Cedificates of Padiclpation, 1997 Series A (Bank Qualified) $2,400,000 Variable Rate Demand Revenue Bonds (Redevelopment Agency Housing Financings) 1997 Series A and $3,875,000 Variable Rate Demand Taxable Revenue Bonds (Redevelopment Agency Financings) 1997 Series B (Cinnamon Ridge, Terrace View and Vineyard Village Apadments) (Disclosure and Agency Counsel) Community Facilities District No. 3 (Cascades Business Park and Golf Course), Special Tax Bonds $4,500,000 $6,275,000 $11 ~750,000 10/8/97 1 O/16/97 10/28/97 11 / 19/97 1219197 12/10/97 12/1 1197 Airpod Commission of the City and County of San Francisco City of Las Vegas, Nevada City of Santa Maria County of Riverside City of Albany Sallda Area Public Facilities Financing Agency City of Upland 12/19/97 City of Hawthorne 12122/97 Norco Redevelopmerit Agency 12/23/97 Redevelopment Agency of the City of Berkeley San Francisco International Airport, Special Facilities LeaSe Revenue Bonds (SFO Fuel Company LLC), $93,355,000 Series 1997A (AMT) and $12,255,000 Series 1997B (Taxable) $105,610,000 $20,710,000 Special Improvement District No. 404 (Summerlin Area), Local Improvement Refunding Bonds, Series 1997 and $885,000 Supplemental 'B' Registered Coupons $21,595,000 Water and Wastewater Revenue Subordinate Cedi~cates of Padicipation $30,320,404.20 Series 1997A (Tax Exempt) and $8,035,538.00 Series 1997B (Taxable) Teeter Obligation Taxable Commercial Paper Notes, Series A and Teeter Obligation Tax-Exempt Commercial Paper Notes, Series B $38,355,942 $89,000,000 1997 Refunding Certificates of Participation (Bank Qualified) $4,760,000 '*/ Community Facilities District No. 1988-1, Special Tax Bonds, Series 1997 $29,225,000 '/' Assessment District No. 87-1 (Seventh and Mountain), Limited Obigation Refunding $2,450,000 Improvement Bonds, Series 1997 (Disclosure Counsel) Cedificates of Padicipation (1997 Capital Improvement Refinancing Project) (Bank Qualified) $9,950,000 Norco Redevelopment Project Area No, One, 1997 Refunding Tax Allocation Bonds (Disclosure Counsel) $3,460,000 West Berkeley Redevelopment Project, 1997 Subordinated Tax Allocation Bonds (Bank $5,450,000 Qualified) (Disclosure Counsel) ~ Closhtg Date 12/30/97 1/14/98 1129/98 2/4/98 2/10/98 2/11/98 2/24/98 3/17/98 3/19/98 3/31/98 4~2~98 4/23/98 4/24/98 4/30/98 5/12/98 6/11/98 Issu er County of Sacramento La Mesa-Spring Valley School District CIty of Corona Poway Unified School District Snowline Joint Unified School District Gilroy Unified School District, Long Beach Unified School District and Sacramento City Unified School District (California School Facilities Financing Corporation) City of Salinas Vallecitos Water District Southern California Home Financing Authority Highland Redevelopmerit Agency City of Watsonville California Educational Facilities Authority City of Ontario City of Vacaville Southern California Home Financing Authority Rubidoux Community Services District Project Name Laguna Creek Ranch/Elliott Ranch Community Facilities District No. 1, Improvement Area No. 1 Special Tax Refunding Bonds (Laguna Creek Ranch) Certificates of Participation (Capital Projects Refinancing) Community Facilities District No. 90-1 (South Corona), Special Tax Refunding Bonds, 1998 Series A Community Facilities District No. 1, Series 1998 Special Tax Bonds Refunding Certificates of Participation, Series A of 1998 Variable Rate Demand Certificates of Participation Pi...c al " Alttouttt $31,980,000 TM $7,880,000 $62,845,000 $80,000,000 $12,675,000 $44,605,000 Limited Obligation Improvement Bonds. Harden Ranch Assessment District No. 90-1, Series C-185 $5,360,000 Water Revenue Certificates of Participation (Twin Oaks Reservoir Project) Single Family Modgage Revenue Bonds (Guaranteed Modgage-Backed Securities Program) $7,000,000 Series 1998A-2A and $27,050,000 Series 1998A-28 Variable Rate Demand Multifamily Housing Revenue Bonds (Jeffrey Court Senior Apartments), Series 1998 (Disclosure) Solid Waste Revenue Refunding Bonds, Series 1998 Revenue Bonds (California Western School of Law) Series 1998 Revenue Bonds (Redevelopment Agency Housing Financlngs) $2,900,000 Variable Rate Demand Revenue Bonds, 1997 Series A-AMT and $1,425,000 Variable Rate Demand Taxable Revenue Bonds, 1997 Series B Community Facilities District No. 2 (Nut Tree Parkway) Refunding Special Tax Bonds, 1998 Series C Single Family Mortgage Revenue Bonds (Guaranteed Mortgage-Backed Securities Program) $6,000,000 Series 1998A-1A; $24,000,000 Series 1998A-18; $7,000,000 Series 1998A-2A; $27,050,000 Series 1998A-28; $1,780,000 Series 1998A-3A; $6,880,000 Series 1998A-38 $24,865,000 $34,050,000 $6~620,000 $8,300,000 $16,000,000 $4,325,000 $10,365,000 $72,710,000 Refunding Certificates of Participation, Series 1998 (Water System Improvement Project) (Disclosure) $10,595,000 Page 3 of 6 Closhtg Issuer Date Project Name Prhtcipal Alnouttt 6/17/98 6/24/98 City of Watsonville La Quinta Redevelopment Agency Water Revenue Refunding Bonds, Series 1998 La Qulnta Redevelopment Project Area No. 2, Tax Allocation Refunding Bonds, Issue of 1998 $8,625,000 $8,750,000 8/24/98 La Quinta Redevelopment Agency 6125/98 City of Fresno 7/1/98 California Statewide Communities Development Authority 711/98 county of Riverside La Qutnta Redevelopnrent Project Area No. 1, Tax Allocation Refunding Bonds, Series 1998 (Disclosure) Judgment Obligation Refunding Bonds, Series 1998 1998 Tax and Revenue Anticipation Bonds $168,290,000 Series A; $22,110,000 Series B and $110,720,000 Series C 1998-99 Tax and Revenue Anticipation Notes $15,760,000 $3,205,000 $301,120,000 $235,000,000 7/2/98 City of Henderson, Nevada 7/8/98 City of Norco 7/9/98 Merced Irrigation District Local Improvement District No. T-12 (Lake Las Vegas NorthShore), Limited Obligation Improvement Bonds, 1998 Series A Refunding Certificates of Participation, Series 1998 (Sewer System and Water System Improvement Project) 1998 Revenue Certificates of Participation (1998 Electric System Project) $50,000,000 $9,410,000 $18,440,000 7/14/98 City of Fresno Water System Revenue Refunding Bonds,' 1998 Series A $31,935,000 7/15/98 Community Redevelopment Agency of the City of Hawthorne Project Area No. 2, Tax Allocation Refunding Bonds, Series 1998 $8,770,000 7/21/98 County of Sacramento ,,,.. Sunrise and Cordova Consolidated Reassessment District, Limited Obligation Refunding Improvement Bonds, Series 1998 $22,685,000 8/26/98 City of Fontana 8/27/98 City of Chlno Hills .,/ Community Facilities District No. 2 (Village of Heritage) $44,485,000 Senior Special Tax Refunding Bonds, 1998 Series A; $3,730,000 Subordinate Special Tax Refunding Bonds, 1998 Series B; $14,000,000 Sub-Subordinate Special Tax Refunding Bonds, 1998 Series C Community Facilities District No. 9 (Rincon Village Area) Special Tax Bonds, Series 1998 $62,215,000 $14,860,000 8/31/98 California Statewide Communities Development Authority 9/30/98 Marcad Irrigation District Cedificates of Participation (The Crossroads School for Arts and Sciences) 1998 Subordinated Revenue Certificates of Participation (1998 Subordinated Electric System Project) $7,800,000 $19,245,000 11119/98 City of Salinas ,,/' Limited Obligation Improvement Bonds, Bella Vista III Assessment District No. 98-1, $6,301,570 Series No. A-186 Page 4 of 6 Date 11123/98 12/3/98 12/9/98 12/17/98 12/22/98 12/22/98 12130/98 12/31/98 1/28/99 2/3/99 2/23/99 2/24/99 2/25/99 2/25/99 2/25/99 3/24/99 3/30/99 3~30~99 4/19f99 lssuer City of Corona Walnut Valley Unified School District City of Alameda Saddleback Valley Unified School District Public Financing Authority Corona Public Financing Authority City of Murrieta /- Jurupa Community Sen/ices District ,/' County of Sacramento City of Fontana Gustine Unified School District Santa Montcz~ Community College District City of Albany Torrance Unified School District Public Facilities Financing Authority of the City of San Diego Santa Monica Community College District Southern California Home Financing Authority City of Henderson / City of Henderson / City of Las Vegas Project Name Community Facilities District No. 97-2 (Eagle Glen), 1998 Special Tax Bonds Certificates of Participation (1998 School Facilily Bridge Funding Program) 1998 Revenue Bonds (Harbor Bay Business Park Assessment District Bond Refinancing) Special Tax Revenue Bonds, 1998 Series A Bonds Principal Amount $19,505,000 $7,000.000 $27,775,000 $13.705,000 1998 Water Revenue Bonds Assessment District No. 98-1 (Grizzly Ridge) Limited Obligation Improvement Bonds (Disclosure) Community Facilities District No. 1 (Mira Loma Area). 1998 Special Tax Bonds Metro Air Park Community Facilities District No. 1998-1 (Planning and Design Costs) (Disclosure) Community Facilities District No. 11 (Heritage West End), Special Tax Refunding Bonds, 1999 Series A Certificates of Participation (1999 Capital improvement Project) Refunding Certificates of Partipation, 1999 Series A Limited Obligation Improvement Bonds, Open Space, Recreational Playfield and Creek Restoration, Assessment District No. 1996-1, Series 1999 (Bank Qualified) General Obligation Bonds Refunding Revenue Bonds iReassessment District No. 1999-1) $30,515,000 Series 1999-A Senior Lien Bonds and $7,630,000 Series 1999-B Subordinate Lien Bonds General Obligation Bonds, Election of 1992, Series C Single Family Mortgage Revenue Bonds (Guaranteed Mortgage-Backed Securities Program) $35,000,000 Series 1999A-1B and $31,495,000 Series 1999A-2 (Disclosure) Local Improvement District, T4C Local Improvement District, T4R Special Improvement District No. 404 $36,690,000 $5,034.760 $39,695,000 $5.310,000 $15.500,000 $4,000,000 $24,905,000 $6,230,000 $30,000,000 $38,145.000 $8,000,000 $66.495,000 $18,700,000 $25,000,000 $12,370,000 Page 5 of 6 Prh#cipal Closing P~o]ect Name Date lsstter Atttouttt 4130/99 Gait Capital Improvements Authority 1999 Revenue Bonds (Wastewater Refunding) $5,280,000 6130199 City of San Clemente / Assessment District No. 98-1, Limited Obligation Improvement Bonds $15,355,000 Assessment District No. 85-1, Limited Obligation Refunding Improvement Bonds, $7,935,000 717/99 City of San Clemente '/' Series of 1999 Page 6 of 6 J/ EXHIBIT C FORM OF DISCLOSURE COUNSEL OPINION August 13, 1997 County of Sacramento 700 H Street Sacramento, California 95814 Westhoff, Cone & Holmstedt 1777 Botelho Drive, Suite 370 Walnut Creek, California 94596 Dean Wilier Reynolds Inc. 101 California Street San Francisco, California 94111 "County of Sacramenio Laguna Creek Ranch/Elliott Ranch Community Facilities District No. ] ]mI~rovement Area No. 2 Special Tax Refunding Bonds (jElliott Ranch) Ladies and Gentlemen: We have acted as disclosure counsel for the County of Sacramento (the "County") in connection with the sale by the County and the purchase by Westhoff, Cone & Holmstedt and Dean Witter Reynolds Inc., as underwriters (collectively, the "Underwriters"), of the above-referenced bonds (the "Bonds") pursuant to a Bond Purchase Agreement dated as of July 24, 1997 by and between the County and the Underwriters (the "Bond Purchase A~eement"). This letter is being delivered in satisfaction of the requirements of Section 3(c)(v) of the Bond Purchase Agreement, but no attorney-client relationship has existed or exists between the Underwriters and our firm in connection with the issuance of the Bonds or by virtue of this letter. In reaching the opini~ons and conclusions set forth below, we have examined (i)the Bond Purchase A~eement, (ii)Resolution No. 97-0927 of the Board of Supervisors of the County, supplementing Resolution No. 90-1497 ~as amended and restated by Resolution No. 90-2101 and as supplemented by Resolution No. 91-1284) (the "Resolution"), (iii)the Official Statement of the County dated July 24, 1997, (the "Official Statement"), (iv) the approving opinion of Orrick, Herrin~on & Sutcliffe LLP ("Bond Counsel") dated the date hereof, (v)the documents, letters, certificates and opinions delivered pursuant to the provisions of Sections 3(c) and 4(c) of the Bond Purchase Agreement and (vi) such other documents, certificates, instructions and records as we have considered necessary or appropriate as a basis for our opinion. We have assumed, but not independently verified, that the signatures on all documents, letters, opinions and certificates which we have examined are genuine, that all documents submitted to us are authentic and were duly and properly executed by the parties thereto and that all representations made in the documents that we have reviewed are true and accurate. Exhibit C-1 DOCSOC~676935vlL?.9999.0000 Based upon and subject to the foregoing, we are of the opinion that the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended. Although we have not undertaken to check the accuracy, completeness or fairness of, or verified the information contained in, the Official Statement, and are therefore unable to make any representation to you in that regard, we have participated in conferences prior to the date of the Official Statement with representatives of the County, Bond Counsel, the Underwriter, Grupe Development Associates - 2, a California Limited Partnership, David E. Lane, Inc. and others, during which conferences the contents of the Official Statement and related matters were discussed. Based upon the information made available to us in the course of our participation in such conferences, our review of the documents referred to above, our reliance on the certificates and the opinions of counsel described above and our understanding of applicable law, we do not believe that the Official Statement as of its date contained, or as of the date hereof contains, any untrue statement of a material fact, or as of its date omitted, or as of the date hereof omits, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that we express no view with respect to any financial or statistical data contained in the Official Statement). Finally, we advise you that, other than reviewing Lhe various certificates and opinions required by Sections 3(c) and 4(c) of the Bond Purchase A~eement regarding the Official Statement, we have not taken any steps since the date of the Official Statement to verify the accuracy of the statements contained in the Official Statement as of the date hereof. This letter is being delivered to the County solely for its benefit in connection with the issuance of the Bonds and to the Underwriters solely for their benefit in connection with their purchase of the Bonds from the County; and it is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. The opinions expressed herein are limited to matters governed by the laws of the State of CaIifomia and federal securities laws, and we assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction. No opinion is expressed herein with respect to the validity of the Bonds or the .compliance with, or applicability of, any "blue sky" laws of any state as they relate to the offer or sale of the Bonds. We have not undertaken any duty, and expressly disclaim any responsibility, to advise the County or the Underwriters as to events occurring after the date hereof with respect to the Bonds or other matters discussed in the Official Statement. Respectfully submitted, Exhibit C-2 DOCSOC\676935vlL29999.0000 City of Dublin Request for Qualifications Disclosure Counsel Services August 9, 1999 Dublin Ranch Assessment District 1999-1 Introduction The City of Dublin wishes to pursue the issuance of assessment district bonds in order to finance certain public improvements in the eastern portion of the City known as Dublin Ranch. Please review the attached exhibits for back~ound on the transaction. The City intends to employ the services of law firm to serve as disclosure counsel. The City may terminate the services of the disclosure counsel without cause at any time. The City is utilizing the firm of Orrick Herrington & Sutcliffe (Sam Sperry) as bond counsel. It is the City's intent to execute a negotiated sale of assessment district bonds with an investment banking firm. The appointment of the underwriter has not been made as of the date of this document. The request for qualifications is only being sent to a few specific individuals and their law fm'ns. Please note and obsc~rve the limitation on contacting city representatives set forth on page 4, hereof, under the heading "Points of Contact". Background Municipal services are provided within the City of Dublin's boundaries by the City of Dublin and Dublin San Ramon S~-wices District "DSRSD". DSRSD, which is organized under the State of California Community Services District Law, is. responsible for providing water, reclaimed water and sewer services. The City provides all other services. In May 1992, the City adopted the Eastern Dublin Specific Plan. The Specific Plan was subjected to an unsuccessful legal challenge and unsuccessful voter referendum. The Specific Plan Area totals 3,302 acres, approximately 2,238 acres of which have already been annexed to the City. In the Specific Plan Area and in the annexed portion of the Specific Plan Area, there are multiple property owners. The two largest property owners in the Specific Plan Area are Chang Su-O-Lin, who owns 1,556 acres in the Specific Plan Area including approximately 1,367 acres within the annexed portion of the Specific Plan Area; and the Alameda County Surplus Property Authority (ACSPA), which owns 700 acres in the annexed portion of the Specific Han Area. During the past year, the Alameda County Surplus Property Authority (ACSPA) has been selling and developing portions of its property for industrial, residential and commercial uses. The County has approached icing infrastructure on a pay-as-you-go basis, by installing infrastructure or paying development and impact fees to the City(Traffic Impact Fees, Public Facility Fees, Freeway Interchange Fees and Fire impact Fees) and utility connection fees to Dublin San Ramon Services Dislriet. ATTACHMENT 3 City of Dublin Request for Qualifications August 2, 1999 Page 2 Recently, representatives of the largest property owner (Chang Su-O-Lin) have requested that the City establish an assessment district to finance backbone infrastructure for an area encompassing 600 acres of their property holdings. The request includes a list of suggested improvements and proposed boundaries for the assessment district. The City has initiated proceedings for the assessment district formation and is presently reviewing a draft engineer's report for finalizing the district formation. Financing Structure The City anticipates that the assessment district may initially issue $30 to $45 million of bonds for the first phase of improvements. A subsequent bond transaction may be completed in 2 to 4 years after the initial bond issue in order to install the remaining assessment district improvements Following is a list of expected features contemplated by the City in the initial bond transaction: · Ability to issue bonds by February 2000, · Maintaining level annum debt service for the life of the bonds, · Final maturity of the bonds not to exceed 25 years, C0mbinatii)n of Serial and term bonds, if such a feature make the bonds more marketable, · Optional redemption provisions at ten years or earlier. At this time, the City does not intend to employ a financial advisor on the transaction; however, the City will utilize a professional finn to serve as the pricing consultant to negotiate the pricing and underwriter's discount on the bonds. Scope of Services The disclosure counsel firm will perform the following duties: · Consider the projected cash flow from the assessment district and other revenue sources that may constitute security for any debt incurred; · Work with Bond Counsel and City staff in recommending specific terms and conditions affecting the basic security of the debt issue, advise the City concerning federal securities law issues; · Assist the City in selecting and in preparing a list of services required of an appraiser and possibly an absorption study consultant; Prepare the preliminary official statement and the final official statement and the continuing disclosure undertaldngs, including due diligenee on same. The official statements will include a description of the securities, the City, and pertinent fmancing and economic dam. In the preparation of such official statements, the disclosure counsel will assist the City and the underwriter in the ascertainmerit of all material facts and circumstances regarding the transaction and in relevant disclosure in the official statements; Assist the City in identifying continuing disclosure requirements for the landowners and developers within the assessment district, draft and negotiate continuing disclosure undertakings;" · Draft and prepare the bond purchase agreement. hZ2ity of Dublin Request for Qualifications August 2, 1999 Page 3 · Render an opinion to the Underwriter as follows: "Bonds are exempt from registration under Securities Act of 1933 and indenture (or Trust Agreement/Bond Resolution/Fiscal agent agreement) exempt from qualification under the Trust Indenture Act of 1939, Purchase Contract and Continuing Disclosure Agreement duly authorized and valid and binding obligation of the City of Dublin, Negative Assurance statement concerning information in official statement pursuant to Securities Exchange Commission Rule 10b-5; · Attend meetings and conference calls as requested by the City Content of Proposals The proposal must include the following information: l. Name, title and phone number of the principal contact for this proposal. Describe the background and experience of the individuals to be assigned to the engagement, especially in regards to new money development land secured financing. Identify the anticipated responsibility of each individual and who will serve as back-up to the primary lawyer on the deal in case of schedule conflicts. Describe the experience of the assigned individuals and the firm with similar projects. Please note the issuing agency, the size of the Wansaction, type of assessment district, the project name and the managing ,undenvriter. Describe your ~rm's position on the type of issuer and developer information that must be provided in armual reports under Securities Exchange Commission rule 15c2-12. Provide a sample list of items to be considered for continuing disclosure. 5. A statement indicating the flrm's understanding of the scope of services and its commitment to provide such services and that it does not have any conflicts for this matter. 6. A statement indicating that the fn-m carries at least $10 million of malpractice insurance covering federal securities law advice. 7. A statement indicating whether or not the fLrrn has ever been subject to any SEC enforcement proceedings. Provide a sample official statement and a sample disclosure counsel opinion, including a lO-b5 statement on a similar land based financing where the prospective disclosure counsel was primarily respons~le for the completion of the document. It is the City's expectation that the prospective disclosures be as clear, concise and succinct as possible. City of Dublin Request for Qualifications August 2, 1999 Page 4 Provide at least three client references in providing disclosure work for land secured clients. Please note the name, title, phone number of the contact person along with the project name and date of the transaction. Compensation for Services The compensation for the contemplated services will be paid for on a contingent basis from the bond proceeds. In preparing an cost estimate in response to to the City's RFQ, please provide the following information: Provide an estimate of hours and a price to provide such services for an initial bond offering of $30- $45 million assuming the transaction wilt be consummated within the next 4 months. Also provide an hourly rate for additional work beyond the estimate of hours. · Provide a guaranteed hourly rate for two years for legal services related to continuing disclosure items after the completion of the bond transaction. The City will pay from the proceeds of the bonds all costs and expenses customarily paid, including the cost of printing the bonds and the official statements, and any other documents. The issuer's cost will also include the fees and expenses of its legal counsel, bond counsel, disclosure counsel, pricing consultant, accountants, architects, engineers, appraisers, rating agencies, bond insurance companies and any other experts or consultants retained by the City in connection with financing. Selection Criteria Proposing individuals and their firms will be evaluated based on the selection criteria below. Cost will be considered but will not be an overriding factor in the selection of the firm. Experience and availability of the specific attorney(s) to be assigned to the engagement and experience of the person assigned to supervise and guide the disclosure requirements for the official statements and continuing disclosure program. · The mount of significant experience (in years) in California land secured public finance; · Ability to meet the timeframes. for consummating the transaction within the next 4 months; · Assign appropriately licensed personnel who are able and willing to serve in the City's best interest and have experience related to the financing. Points of Contact The City's sole points of contact for this RFQ will be the City Manager, Richard C. Ambrose, bond counsel, Sam Sperry, the Interim Administrative Services Director, Joe Agnilar and, in the absence 'of the Interim Administrative Services Director, the Finance Manager, Fred Marsh. Contact with other staff members and City officials, including City Councilmembers, may result in disqualification of the fn-m in the selection process. ~ity of Dublin Request for Qualifications August 2, 1999 Page 5 Deadline for Proposals Friday, August 27, 1999, 4 PM (faxes are acceptable with originals following next business day) Deliver Proposals (three copies) to: For additional information, contact: Attention: Joe Aguilar City of Dublin 100 Civic Plaza P.O. Box 2340 Dublin, Ca. 94568 Phone (925) 833-6640 Fax (925) 833-6651 Joe Aguilar (925) 833-6640 Richard Ambrose (925) 833-6650 Sam Sperry (415) 773-5467 Fred Marsh (925) 833-6640 City staff will be making a recommendation for consideration at the September 7, 1999 City Council meeting. Attendance of the recommended firm at the City Council meeting is desirable. City of Dublin Request for Qualifications August 2, 1999 Page 6 Exhibit A City of Dublin Request For Qualifications Disclosure Counsel Services Dublin Ranch Assessment District 1999-1 Public Financing Plan For the Proposed Dublin Ranch Assessment District Prepared by Project Finance Associates, Inc. April 9, 1999