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HomeMy WebLinkAbout3/4/2015 - STAFF REPORTS - 4.C. p A LM sp4 Y N City Council Staff Report w C4�IFORa�P• DATE: March 4, 2015 NEW BUSINESS SUBJECT: APPROVAL OF REFINANCING OF ASSESSMENT DISTRICT DEBT AND CONSOLIDATING ASSESSMENT DISTRICTS AD 161, AD 162 AND AD 164 INTO ONE CONSOLIDATED REASSESSMENT DISTRICT NO. 2015-1. FROM: David H. Ready, City Manager BY: Suzanne Harrell, City Financial Advisor SUMMARY: The City Council will consider refinancing three outstanding series of bonds and consolidating three assessment districts into one Consolidated Reassessment District No. 2015-1. As a result, the savings will be passed on to property owners in their future assessments. The proposed resolutions would authorize (1) creation of the Consolidated Reassessment District and sale of refunding bonds, (2) distribution of a preliminary official statement in connection with the bond sale, (3) parameters for the sale of the refunding bonds and (4) execution of various documents in connection with the bond sale by the City Manager. RECOMMENDATION: Adopt Resolution No. "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, OF INTENTION TO LEVY REASSESSMENTS AND TO ISSUE REFUNDING BONDS." Adopt Resolution No. "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, ADOPTING REASSESSMENT REPORT, CONFIRMING AND ORDERING THE REASSESSMENT PURSUANT TO SUMMARY PROCEEDINGS AND DIRECTING ACTIONS WITH RESPECT THERETO." Adopt Resolution No. "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, AUTHORIZING THE ISSUANCE OF REFUNDING BONDS, APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT AND AN ESCROW DEPOSIT AND TRUST AGREEMENT, AUTHORIZING SALE OF BONDS, AND OTHER RELATED DOCUMENTS AND ACTIONS WITH RESPECT THERETO." ITEM NO. �4e— - City Council Staff Report March 4, 2015— Page 2 Refinancing of Assessment District Bonds STAFF ANALYSIS: In 2004 and 2005, the developers of Mountain Gate, Mountain Gate II, the Villas in Old Palm Springs and 48 @ Baristo initiated the formation of separate assessment districts to finance infrastructure within these new developments. The City has the opportunity to refinance the original Assessment District Bonds at this time to reduce the assessments levied on property in these 3 assessment districts. The AD 161 (Mountain Gate) Bonds mature in September 2029 and have a principal balance of $3,280,000. The average interest rate on the outstanding AD 161 Bonds is 5,56%. The AD 162 (Villas in Old Palm Springs and 48 @ Baristo) Bonds also mature in September 2029 and have a principal balance of $915,000. The average interest rate on the outstanding AD 162 Bonds is 5.52%. The AD 164 (Mountain Gate II) Bonds mature in September 2030 and have a principal balance of $2,910,000. The average interest rate on the outstanding AD 164 Bonds is 5.1%. The Assessment District Bonds are next eligible to be called for redemption on September 2, 2015. Based on current interest rates — an average 3.25% based on a 14 year maturity -- the City can save approximately $1.7 million in total debt service by refinancing the Assessment District Bonds at this time. Included in that figure are the savings associated with the release of the surplus construction and other funds based on the City Council's action in January ($400,000). The savings are passed through to the homeowners through reduced assessments in future years. Not all homeowners have the same assessment, even within a single Assessment District. The assessments are levied based on benefit to each lot of the infrastructure financed — so assessments will generally vary based on lot size. The following tables show some representative assessments and the expected reduction after the refinancing for each assessment district. AD 161 (Mountain Gate) Total Savings Remaining Annual Per Home Total 14/15 Lew Years* Reduction with Surplus Savings $1,358 13 $204 $ 2,652 15.0% 1,015 13 152 1,976 15.0% 1,006 13 151 1,963 15.0% 866 13 130 1,690 15.0% 02 City Council Staff Report March 4, 2015— Page 3 Refinancing of Assessment District Bonds AD 162 (Villas in Old Palm Springs and 48 CcD Baristo) Total Savings Remaining Annual Per Home Total 14115 Lev v Years* Reduction with Surplus Savin s $1,760 13 $352 $4,576 20.0% 670 13 134 1742 20.0% AD 164 (Mountain Gate II) Total Savings Remaining Annual Per Home Total 14/15 Lew Years* Reduction with Surplus Savings $1,692 14 $212 $2,968 12.5% 1,357 14 170 2,380 12.5% * Final Year is assumed to be paid from the bond reserve fund and no assessment levied. The amounts shown in the reassessment report are estimates with a contingency factor built in. Final reassessments will be determined when the Refunding Bonds are sold. The three underlying Assessment Districts will be combined into one Consolidated Reassessment District as a result of the refunding. The consolidation will allow for economies of scale and reduce staff time associated with administering 3 separate districts. In order to accomplish this, the City Council has been presented with three resolutions for consideration. The first declares the City Council's intent to levy a reassessment, the second adopts the reassessment report prepared by the reassessment engineer and confirms and orders the reassessments, and the third approves the form of the following documents in connection with the financing: • A Fiscal Agent Agreement between the City and U.S. Bank as the Fiscal Agent; • An Escrow Deposit and Trust Agreement between the City and The Bank of New York (acting as escrow agent); • A Bond Purchase Agreement between the City and Stifel Nicolaus & Company, Incorporated; and • A Preliminary Official Statement With the exception of the Preliminary Official Statement included with this report, all the forms of the documents are on file with the City Clerk. The City Council resolution also approves the distribution of the preliminary official statement relating to the Refunding Bonds. The resolution authorizes the execution, of the Bond Purchase Agreement by the City Manager, within certain parameters. These parameters are: (1) the par amount of the bonds cannot exceed $7,000,000, (2) the effective interest rate cannot exceed 4%, and (3) the underwriters' discount cannot exceed 1.1% of the paramount of the Bonds. 03 City Council Staff Report March 4, 2015— Page 4 Refinancing of Assessment District Bonds The preliminary official statement was prepared by staff and the financial advisor, with input from the City's bond counsel and disclosure counsel. The City Council's review of the description of the City contained in the preliminary official statement is requested prior to printing on or about March 5. FISCAL IMPACT: There is no fiscal impact to the City, as the Refunding Bonds and the cost to administer the Refunding Bonds are paid from assessments levied on property within the assessment districts. SUBMITTED: Prepared By: u a ne Harrell Geoffrey Kiehl City Financial Advisor Director of Finance Approved By: David H. Rea Dou as C. Holland City Manager City Attorney Attachments: Resolution Preliminary Official Statement 04 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, OF INTENTION TO LEVY REASSESSMENTS AND TO ISSUE REFUNDING BONDS CITY OF PALM SPRINGS Limited Obligation Refunding Improvement Bonds Consolidated Reassessment District No. 2015-1 WHEREAS, the City Council (this "City Council") of the City of Palm Springs (the "City") has previously conducted special assessment proceedings for the following assessment districts, and issued the following limited obligation improvement bonds (collectively, the "Prior Bonds") for the purpose of financing the acquisition and construction of public improvements under and pursuant to the Municipal Improvement Act of 1913, Division 12 of the California Streets and Highways Code, such bonds being issued under the Improvement Bond Act of 1915, Division 10 of the California Streets and Highways Code: (a) the City of Palm Springs 2004 Limited Obligation Improvement Bonds Assessment District No. 161 (Mountain Gate) issued in the original principal amount of $4,752,500, under Resolution No. 20817 adopted by the City Council on January 21, 2004, which are payable from unpaid assessments levied on property within the City of Palm Springs Assessment District No. 161 (Mountain Gate), (b) the City of Palm Springs 2004 Limited Obligation Improvement Bonds Assessment District No. 162 (The Villas in Old Palm Springs and 48 @ Baristo) issued in the original principal amount of $1,300,000, under Resolution No. 21130 adopted by the City Council on November 3, 2004, which are payable from unpaid assessments levied on property within the City of Palm Springs Assessment District No. 162 (The Villas in Old Palm Springs and 48 @ Baristo), and (c) the City of Palm Springs 2005 Limited Obligation Improvement Bonds Assessment District No. 164 (Mountain Gate ll) issued in the original principal amount of $3,806,000, under Resolution No. 21292 adopted by the City Council on June 15, 2005, which are payable from unpaid assessments levied on property within the City of Palm Springs Assessment District No. 164 (Mountain Gate ll); and WHEREAS, the public interest requires the refunding of the Prior Bonds, and the City Council intends to accomplish the refunding through the levy of reassessments (the "Reassessments") in and for the City's proposed Consolidated Reassessment District No. 2015- 1 (the 'Reassessment District") and the issuance of limited obligation refunding improvements bonds (the 'Refunding Bonds") upon the security thereof, a portion of the proceeds of which shall be applied to refund the Prior Bonds; and WHEREAS, the City Council intends that only the unpaid assessments securing the payment of the Prior Bonds be superseded and supplanted by the reassessment; 05 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Proceedings Authorized. The City Council hereby declares its intention to refund the Prior Bonds, and to levy the Reassessments as security for the Refunding Bonds, as hereinafter provided. The proceedings for the levy and collection of the Reassessments shall be conducted pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 (commencing with Section 9500) of the California Streets and Highways Code (the "Act"). Section 2. Boundary Map. The contemplated reassessments and refunding, in the opinion of the City Council, are of local or special benefit, and the costs and expenses thereof are made chargeable upon the Reassessment District, the exterior boundaries of which are shown on a map thereof heretofore filed in the office of the City Clerk, and in the office of the County Recorder of the County of Riverside, to which reference is hereby made for further particulars. The map indicates by a boundary line the extent of the territory included in the Reassessment District and shall govern for all details as to the extent thereof. Section 3. Public Property Omitted. The City Council declares that all public streets, highways, lanes and alleys within the Reassessment District in use in the performance of a public function, and all lands owned by any public entity, including the United States and the State of California, or any departments thereof, shall be omitted from the Reassessment, except to the extent that such properties are found to benefit from the Reassessment. Section 4. Reassessment Consultant; Report. The reassessment and refunding are hereby referred to NBS, Temecula, California, a qualified firm employed by the City for the purpose hereof (the "Reassessment Consultant"), and the Reassessment Consultant is hereby directed to make and file with the City Clerk a report in writing (the "Report"), presenting the following: (a) A schedule setting forth the unpaid principal and interest on the Prior Bonds to be refunded and the total amounts thereof, and the unpaid assessment being continued. (b) The total estimated principal amount of the Reassessment and of the Refunding Bonds and the maximum interest thereon, together with an estimate of cost of the Reassessment and of issuing the Refunding Bonds, as defined by subdivision (a) of Section 9600 of the Act. (c) The auditor's record kept pursuant to Section 8682 of the California Streets and Highways Code showing the schedule of principal installments and interest on all unpaid original assessments and the total amounts thereof. (d) The estimated amount of each Reassessment, identified by Reassessment number corresponding to the Reassessment number of the Reassessment diagram, together with a proposed auditor's record for the Reassessment prepared in the manner described in Section 8682 of the California Streets and Highways Code. (e) A reassessment diagram showing the Reassessment District and the boundaries and dimensions of the subdivisions of land within the Reassessment District. Each subdivision, including each separate 2 _ 06 condominium interest as defined in Section 783 of the California Civil Code, shall be given a separate number upon the diagram. When any portion or percentage of the costs and expenses of the refunding and reassessment is to be paid from sources other than the Reassessments, the amount of such portion or percentage shall first be deducted from the total estimated cost and expenses of the refunding and reassessment, and the Reassessments shall include only the remainder of the estimated cost and expenses. If any excess is realized from the Reassessment it shall be used, in such amounts as the City Council may determine, in accordance with the provisions of law, in a manner or manners to be provided in these proceedings. Section 5. Refunding Bonds. Notice is hereby given that the Refunding Bonds to represent the reassessments, in the form of serial or term bonds or both, in one or more series, and bearing interest at the rate or rates of interest to be determined by this City Council at the time of sale thereof, but not to exceed the maximum rate authorized by applicable law at time of such sale, will be issued in these proceedings in the manner provided by the Act and the Improvement Bond Act of 1915, being Division 10 of the California Streets and Highways Code (the 'Bond Law"). The last installment of the Refunding Bonds (or series thereof) shall mature on a date that is not later the scheduled final maturity of the last series of the Prior Bonds to mature. Under the Bond Law, it is the intention of the City that the City will not obligate itself to advance available funds from the City treasury to cure any deficiency in the redemption fund to be created with respect to the Refunding Bonds. Section 6. Bond Call Procedures. The provisions of Part 11.1 of Division 10 of the California Streets and Highways Code, providing for an alternative procedure for the advance payment of reassessments and the calling of bonds, shall apply to the Refunding Bonds issued pursuant to proceedings under this resolution. Section 7. Reserve Fund. It is the intention of the City Council to create a special reserve fund pursuant to and as authorized by Part 16 of Division 10 of the Bond Law with respect to the refunding bonds, and that the amount of such fund shall be included in the Reassessment. Section 8. Consultants. For the purpose of the reassessment and refunding proceedings, the firm of Jones Hall, A Professional Law Corporation, San Francisco, California, is hereby appointed as Bond Counsel, and the firm of Norton Rose Fulbright US LLP, Los Angeles, California, is hereby appointed as Disclosure Counsel. The City Manager, or other appropriate officer of the City, is authorized to enter into agreements with such consultants. The fees of Bond Counsel and Disclosure Counsel shall be fixed in the proceedings and shall be paid only upon the successful completion of the proposed reassessment and refunding, and from the proceeds of the Refunding Bonds. Section 9. Underwriter. The firm of Stifel, Nicolaus & Company, Incorporated, Los Angeles, California, is hereby designated as the underwriter for purposes of the proposed reassessment and refunding proceedings. The fee of the underwriter shall be as fixed in the proceedings and shall be paid only upon the successful completion of the proposed reassessment and refunding and from the proceeds of the Refunding Bonds. Section 10. Effective Date. This resolution shall take effect from and after its adoption. 3 _ 07 PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF PALM SPRINGS THIS 4th DAY OF MARCH, 2015. AYES: NOES: ABSENT: ABSTENTION: David H. Ready, City Manager ATTEST: James Thompson, City Clerk a 08 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, ADOPTING REASSESSMENT REPORT, CONFIRMING AND ORDERING THE REASSESSMENT PURSUANT TO SUMMARY PROCEEDINGS AND DIRECTING ACTIONS WITH RESPECT THERETO CITY OF PALM SPRINGS Limited Obligation Refunding Improvement Bonds Consolidated Reassessment District No. 2015-1 WHEREAS, on March 4, 2015, the City Council (this "City Council") of the City of Palm Springs (the "City") adopted a resolution entitled "A Resolution of the City Council of the City of Palm Springs, California, of Intention to Levy Reassessments and to Issue Refunding Bonds' (the 'Resolution of Intention"), in and for the City's Consolidated Reassessment District No. 2015-1 (the `Reassessment District'), and therein directed the making and filing of a reassessment report (the "Report") in writing in accordance with and pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 of the California Streets and Highways Code (the "Act'); and WHEREAS, the Report was duly made and filed, and duly considered by this City Council and found to be sufficient in every particular, and the Report shall stand for all subsequent proceedings under and pursuant to the Resolution of Intention for the levy and collection of reassessments within the Reassessment District (the 'Reassessments') and the issuance of bonds upon the security thereof(the "Refunding Bonds'); WHEREAS, the proceeds of the Refunding Bonds will be used to refund bonds previously issued by the City (the "Prior Bonds") with respect to its Assessment District No. 161 (Mountain Gate), Assessment District No. 162 (The Villas in Old Palm Springs and 48 @ Baristo) and Assessment District No. 164 (Mountain Gate II) (collectively, the 'Prior Districts"), and the Report divides the parcels within the Reassessment District into zones (each a "Zone') corresponding to the Prior Districts; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Conditions Satisfied. Pursuant to Section 9525 of the Act, and based upon the Report, this City Council finds that all of the following conditions are satisfied: (a) Each of the estimated annual installments of principal and interest on the Reassessment as set forth in the Report is less than the corresponding annual installment of principal and interest on the original assessment as also set forth in the Report, by the same percentage for each subdivision of land in each Zone within the Reassessment District. (b) The number of years to maturity of all Refunding Bonds proposed to be issued under the Resolution of Intention is not more than the number of years to the last maturity of the Prior Bonds. (c) The principal amount of the Reassessment on each subdivision of land within the Reassessment District is less than the unpaid principal amount of the original assessment, by the same percentage for each subdivision of land in each Zone within the Reassessment District. Section 2. Public Interest. The public interest, convenience and necessity require that the Reassessment be made. Section 3. Boundaries Approved. The Reassessment District benefited by the Reassessment and to be reassessed to pay the costs and expenses thereof, and the exterior boundaries thereof, are as shown by the reassessment diagram thereof on file in the office of the City Clerk (the "Reassessment Diagram"), which is made a part hereof by reference thereto. Section 4. Report Approved. Pursuant to the findings made above, all of the conditions set forth in Section 9525 of the Act are deemed satisfied, and the following elements of the Report are hereby finally approved and confirmed under the Act without the need for a public hearing or any further proceedings: (a) a schedule setting forth the unpaid principal and interest on the Prior Bonds and the total amounts thereof; (b) an estimate of the total principal amount of the Reassessment and of the Refunding Bonds and the maximum interest thereon, together with an estimate of cost of the Reassessment and of issuing the Refunding Bonds, including expenses incidental thereto; (c) the auditor's record kept pursuant to Section 8682 of the California Streets and Highways Code showing the schedule of principal installments and interest on all unpaid original assessments and the total amounts thereof; (d) the estimated amount of each Reassessment, identified by Reassessment number corresponding to the Reassessment number of the Reassessment Diagram, together with a proposed auditor's record for the Reassessment prepared in the manner described in said Section 8682; and (e) a Reassessment Diagram showing the Reassessment District and the boundaries and dimensions of the subdivisions of land and the zones therein. Final adoption and approval of the Report as a whole, estimate of the costs and expenses, the Reassessment Diagram and the Reassessment, as contained in the Report, as hereinabove determined and ordered, is intended to and shall refer and apply to the Report, or any portion thereof, as amended, modified, revised or corrected by, or pursuant to and in accordance with, any resolution or order, if any, heretofore duly adopted or made by this City Council. Section 5. Findings and Determinations. Based on the oral and documentary evidence, including the Report, offered and received by the City Council, this City Council expressly finds and determines: (a) that each of said several subdivisions of land within the Reassessment District will be specially benefited by the Reassessment at least in the amount, if not -2 - 10 more than the amount, of the Reassessment apportioned against said subdivisions of land, respectively, and (b) that there is substantial evidence to support, and the weight of said evidence preponderates in favor of, the aforesaid finding and determination as to special benefits. Section 6. Reassessment Levy. The Reassessment, including all costs and expenses thereof, is hereby levied. Pursuant to the Act, reference is hereby made to the Resolution of Intention for further particulars. Section 7. Recordings Directed. The City Clerk shall promptly cause the following to occur: (a) The Reassessment shall be delivered to the City Engineer, as Superintendent of Streets of the City, together with the Reassessment Diagram, as approved and confirmed by this City Council, with a certificate of such confirmation and of the date thereof, executed by the Clerk, attached thereto. The Superintendent of Streets shall record the Reassessment and Reassessment Diagram in a suitable book to be kept for that purpose, and append thereto a certificate of the date of such recording, and such recordation shall be and constitute the reassessment roll herein. (b) A copy of the Reassessment Diagram and a notice of reassessment, substantially in the form specified in Section 3114 of the California Streets and Highways Code and executed by the City Clerk, shall be filed and recorded, respectively, in the office of the County Recorder of the County of Riverside. (c) A copy of this resolution shall be provided to the Auditor of the County of Riverside. From the date of recording of the notice of reassessment, all persons shall be deemed to have notice of the contents of the Reassessment, and each Reassessment shall thereupon be a lien upon the property against which it is made, and unless sooner discharged such liens shall so continue for the period of 10 years from the date of said recordation, or if bonds are issued to represent the Reassessments, then such liens shall continue until the expiration of 4 years after the due date of the last installment upon said bonds or of the last installment of principal of said bonds. The appropriate officer or officers of the City are hereby authorized to pay any and all fees required by law in connection with the above. Section 8. Effective Date. This resolution shall take effect from and after its adoption. PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF PALM SPRINGS THIS 4th DAY OF MARCH, 2015. AYES: NOES: ABSENT: -3- �1 ABSTENTION: David H. Ready, City Manager ATTEST: James Thompson, City Clerk RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALM SPRINGS, CALIFORNIA, AUTHORIZING THE ISSUANCE OF REFUNDING BONDS, APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT AND AN ESCROW DEPOSIT AND TRUST AGREEMENT, AUTHORIZING SALE OF BONDS, AND OTHER RELATED DOCUMENTS AND ACTIONS WITH RESPECT THERETO CITY OF PALM SPRINGS Limited Obligation Refunding Improvement Bonds Consolidated Reassessment District No. 2015-1 WHEREAS, the City Council (this "City Council") of the City of Palm Springs (the "City") has conducted proceedings under a resolution entitled "A Resolution Of The City Council Of The City Of Palm Springs, California, of Intention to Levy Reassessments and to Issue Refunding Bonds" adopted on February 18, 2015 (the 'Resolution of Intention"), to authorize the levy of reassessments (the 'Reassessments") upon the land within its Consolidated Reassessment District No. 2015-1 (the 'Reassessment District'), and to issue bonds secured by the Reassessments, the proceeds of which are to be used to refund certain existing obligations (the "Prior Bonds"), all as described therein; WHEREAS, pursuant to the Resolution of Intention, this City Council has provided for the issuance of limited obligation refunding improvement bonds (the `Refunding Bonds') pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds, Division 11.5 of the California Streets and Highways Code (the "Bond Law"); WHEREAS, this City Council wishes to sell the Refunding Bonds to Stifel, Nicolaus & Company, Incorporated (the "Underwriter"); WHEREAS, this City Council has completed its proceedings under the Resolution of Intention for the levy of the Reassessments, has caused all recordings and filings to be completed, and by the adoption of this Resolution intends to provide for the issuance of the Refunding Bonds; WHEREAS, as provided in the proceedings under the Resolution of Intention, the proceeds of the Refunding Bonds shall be used to retire, in advance of their scheduled maturities, the outstanding portions of the Prior Bonds and to pay the costs of issuance of the Refunding Bonds; WHEREAS, there is on file with the City's Director of Finance and Treasurer a list of all of the Reassessments within the Reassessment District that remain unpaid (the "List of Unpaid Reassessments"); WHEREAS, there have been submitted to this City Council certain documents providing for the issuance of the Refunding Bonds, and the use of the proceeds of the Refunding Bonds to refund the Prior Bonds, including the forms of Fiscal Agent Agreement, Escrow Deposit and Trust Agreement, Preliminary Official Statement and Bond Purchase Agreement, and this City Council, with the aid of its staff, has reviewed said documents and found them to be in proper order; and 13 WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Refunding Bonds and the levy of the Reassessments as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Bond Law; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PALM SPRINGS DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Unpaid Reassessments. The Reassessments that remain unpaid are as shown on the List of Unpaid Reassessments, which is hereby approved and incorporated herein by this reference. The total amount of the unpaid Reassessments does not exceed $7,000,000 (not including amounts payable from fiscal year 2014-15 assessment installments). For a particular description of the lots, pieces and parcels of land bearing the respective Reassessment numbers set forth in the List of Unpaid Reassessments, reference is hereby made to the reassessment and to the reassessment diagram, and any amendments thereto approved by this City Council, all as recorded in the office of the City Engineer, as Superintendent of Streets of the City. Section 2. Bonds Authorized. Pursuant to the Bond Law, this Resolution and the Fiscal Agent Agreement (hereafter defined), the Refunding Bonds, designated as the "City of Palm Springs Limited Obligation Refunding Improvement Bonds, Consolidated Reassessment District No. 2015-1," in an aggregate principal amount not to exceed $7,000,000, are hereby authorized to be issued. The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms, covenants and conditions of the Refunding Bonds shall be as provided in the Fiscal Agent Agreement (as defined below) as finally executed. Section 3. Authorization and Conditions. The Mayor, the City Manager, the Director of Finance and Treasurer, their respective designees, or any other City officer or employee as may be designated by this City Council (each an "Authorized Official") are hereby separately authorized and directed to execute and deliver the various documents and instruments described in this Resolution, provided that the aggregate principal amount of the Refunding Bonds may not exceed $7,000,000, the final maturity of the Refunding Bonds may not extend beyond September 2, 2030, the Underwriter's discount may not exceed 1.10% of the par amount of the Refunding Bonds, and the average annual interest rate on the Refunding Bonds may not exceed the amount such that the debt service on the Refunding Bonds will result in debt service savings that satisfy the conditions for summary refundings contained in the Bond Law. Section 4. Fiscal Agent Agreement. The proposed form of Fiscal Agent Agreement (the "Fiscal Agent Agreement") with respect to the Refunding Bonds in the form presented to this City Council at this meeting, is hereby approved. Each Authorized Official is hereby authorized and directed to cause the Fiscal Agent Agreement to be completed and executed on behalf of the City in substantially said form, with such additions thereto or changes therein as are necessary or advisable and approved by the Authorized Official upon consultation with Jones Hall, A Professional Law Corporation, the City's bond counsel ("Bond Counsel"), subject to the conditions contained in Section 3 above. The approval of any such additions or changes shall be conclusively evidenced by the execution and delivery of the Fiscal Agent Agreement by an Authorized Official. -2- 14 Section 5. Escrow Agreement. The form of Escrow Deposit and Trust Agreement with respect to the refunding of the Prior Bonds (the "Escrow Agreement'), in the form presented to this City Council at this meeting, is hereby approved. The City is hereby authorized to execute a separate Escrow Agreement for each series of the Prior Bonds if determined to be appropriate by Bond Counsel. Each Authorized Official is hereby authorized and directed to cause the Escrow Agreement to be completed and executed on behalf of the City in substantially said form, with such additions thereto or changes therein as are necessary or advisable and approved by the Authorized Official upon consultation with Bond Counsel. The approval of any such additions or changes shall be conclusively evidenced by the execution and delivery of the Escrow Agreement by an Authorized Official. Section 6. Sale of Bonds. The sale of the Refunding Bonds to the Underwriter is hereby approved. The form of the Bond Purchase Agreement between the City and the Underwriter (the 'Bond Purchase Agreement'), in the form presented to this City Council at this meeting is hereby approved. Each Authorized Official is hereby authorized and directed to cause the Bond Purchase Agreement to be completed and executed on behalf of the City in substantially said form, with such additions thereto or changes therein as are necessary or advisable to conform the Bond Purchase Agreement to the dates, amounts and interest rates applicable to the Refunding Bonds as of their sale date and approved by the Authorized Official upon consultation with Bond Counsel, subject to the conditions contained in Section 3 above. The approval of any such additions or changes shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement by an Authorized Official. Section 7. Official Statement. This City Council hereby approves the Preliminary Official Statement prepared in connection with the offering of the Refunding Bonds, in substantially the form submitted to this City Council, together with any changes therein or additions thereto deemed advisable by an Authorized Official. Pursuant to Rule 15c2-12 under the Securities Exchange Act of 1934 (the 'Rule'), the Preliminary Official Statement is hereby deemed substantially final, and each Authorized Official is hereby authorized and directed to provide written certification thereof. This City Council hereby approves and authorizes the distribution by the Underwriter of the Preliminary Official Statement to prospective purchasers of the Refunding Bonds. The execution of the final Official Statement, which shall include such changes and additions thereto deemed advisable by an Authorized Officer, in consultation with counsel, and the addition of such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the final Official Statement by the City. Section 8. Bonds Prepared and Delivered. Upon the execution of the Bond Purchase Agreement, the Refunding Bonds shall be prepared, authenticated and delivered, all in accordance with the applicable terms of the Fiscal Agent Agreement, and each Authorized Official and other responsible City officials are hereby authorized and directed to take such actions as are required under the Bond Purchase Agreement and the Fiscal Agent Agreement to complete all actions required to evidence the delivery of the Refunding Bonds upon the receipt of the purchase price thereof from the Underwriter. Section 9. Actions. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the Reassessment District and the sale and issuance of the Refunding Bonds are hereby approved, confirmed and ratified, and the appropriate officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, - 3 - 15 or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Refunding Bonds in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. All actions to be taken by an Authorized Official may be taken by such Authorized Official or any designee, with the same force and effect as if taken by the Authorized Official. Section 10. Effective Date. This resolution shall take effect from and after its adoption. PASSED, APPROVED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF PALM SPRINGS THIS 4th DAY OF MARCH, 2015. AYES: NOES: ABSENT: ABSTENTION: David H. Ready, City Manager ATTEST: James Thompson, City Clerk r = PRELISIINARYOFFY !%I,SI 11 FSHiN I DRAF! PA It,D I I tRI ARY?S,dI'1S iE NEW ISSUE-BOOK-ENTRY NOT RATED (See"CONCLUDING INFORMATION-No Rating on the Bonds;Secondary Market"herein) - In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however g _ to certain qualifications described herein, tinder existing law, the interest on the Bonds is excluded from gross income for iw federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the alternative minimum tax imposed on certain corporations, such interest is taken into account in determining certain income and earnings. In the > further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See "LEGAL MA77ERS- = Tax Matters"herein. d RIVERSIDE COUNTY STATE OF CALIFORNIA u _a $6,7009000* CITY OF PALM SPRINGS LIMITED OBLIGATION REFUNDING IMPROVEMENT BONDS CONSOLIDATED REASSESSMENT DISTRICT NO. 2015-1 a Dated: Date of Delivery Due: September 2 as Shown on the Inside Front Cover. The cover page contains certain information for quick reference only. It is not a summary of the issue. Investors a must read the entire Official Statement to obtain information essential to the making of an informed investment decision. Investment in the Bonds involves risks. See "RISK FACTORS" herein for a discussion of special risk .. factors that should be considered in evaluating the investment quality of the Bonds. t - r The City of Palm Springs Limited Obligation Refunding Improvement Bonds, Consolidated Reassessment District No. 2015-1, (the "Bonds") are being issued by the City of Palm Springs (the "City") pursuant to a Fiscal Agent Agreement, dated as of March 1,2015(the"Fiscal Agent Agreement"),by and between the City and U.S.Bank National Association,as fiscal agent (the "Fiscal Agent") to: (i) refund outstanding obligations of the City of Palm Springs with respect to its z Assessment District No. 161,Assessment District No. 162 and Assessment District No. 164, (ii) pay costs related to the .y issuance of the Bonds,and(iii)make a deposit to a Reserve Fund for the Bonds. The Bonds are being issued pursuant to provisions of the Refunding Act of 1984 for 1915 Improvement Act Bonds (the "Act'). The Bonds are payable from reassessments levied pursuant to the Act. See "SOURCES OF PAYMENT FOR THE BONDS"and"RISK FACTORS"herein. .,? Interest on the Bonds is payable semiannually on September 2 and March 2 each year, commencing September 2, 2015 (each, an "Interest Payment Date"), until maturity. The Bonds are subject to optional, sinking fund and extraordinary s = redemption as described herein. See"THE BONDS-Redemption"herein. v The Bonds are offered when,as and if issued subject to the approval as to their legality by Jones Hall,A Professional Law Corporation, San Francisco,California Bond Counsel and certain other conditions. Certain legal matters will be passed on for the City by the City Attorney and by Norton Rose Fulbright US LLP, Los Angeles,California,Disclosure Counsel and c v for the Underwriter by its Counsel, Stradling Yocca Carlson & Rauth, A Professional Corporation, Newport Beach, `a c` California. It is anticipated that the Bonds in book-entry form will be available for delivery through the facilities of The 71 g Depository Trust Company,New York,New York on or about ,2015. s The date of this Official Statement is . 2015. STIFEL L 9. L V 4 'Preliminary,subject to change. 17 $6,700,000* CITY OF PALM SPRINGS LIMITED OBLIGATION REFUNDING IMPROVEMENT BONDS CONSOLIDATED REASSESSMENT DISTRICT NO. 2015-1 MATURITY SCHEDULE (Base CUSIP®t Serial Bonds Maturity Date Principal Interest Reoffering September 2 Amount Rate Yield CUSIP®t 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 S _% Term Bond maturing September 2,2016,Yield_% CUSIP®t *Preliminary,subject to change. t Copyright 2015, American Bankers Association. CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services Bureau, operated by Standard & Poor's. This data is not intended to create a database and does not serve in any way as a substitute for CUSIP Global Services. CUSIP numbers have been assigned by an independent company not affiliated with the Successor Agency and are included solely for the convenience of the holders of the Bonds. None of the City, the Financial Advisor or the Underwriter takes any responsibility for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including,but not limited to,a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. ig GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT Use of Official Statement This Official Statement is submitted in connection with the offer and sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Estimates and Forecasts. This Official Statement contains statements which, to the extent they are not recitations of historical fact, constitute "forward-looking statements," within the meaning of the United States Private Securities Litigation Reform Act of 1995,Section 21 E of the United States Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. In this respect, such forward-looking statements are generally identified by the use of words "estimate," "project," "plan;. "budget," "anticipate," "expect;. "intend," or"believe" or the negative thereof or other variations thereon or comparable terminology. The achievement of certain results or other expectations contained in such forward-looking statements involves known or unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be significantly different than those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, uncertainties relating to economic conditions, the effect of changes in the amounts and timing of receipt of revenues, the availability and sufficiency of Reassessments, change in circumstances adversely affecting the projected use of proceeds, and risks involving pertinent court decisions. The City does not plan to issue any updates or revisions to those forward-looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based change. Potential investors are cautioned that such statements are only predictions and that actual events or results may differ materially. In evaluating such statements, potential investors should specifically consider the various factors which could cause actual events or results to differ materially from those indicated by such forward-looking statements. Limit of Offering. No dealer,broker, salesperson or other person has been authorized by the City to give any information or to make any representations in connection with the offer or sale of the Bonds other than those contained herein and if given or made, such other information or representation must not be relied upon as having been authorized by the City,the Financial Advisor or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. Involvement of Underwriter. The Underwriter has submitted the following statement for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. Information Subject to Change. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or any other entity described or referenced herein since the date hereof. All summaries of the documents referred to in this Official Statement are made subject to the provisions of such documents, respectively, and do not purport to be complete statements of any or all of such provisions. Stabilization of Prices. In connection with this offering, the Underwriter may overallot or effect transactions which stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the public offering prices set forth on the inside front cover page hereof and said public offering prices may be changed from time to time by the Underwriter. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. 19 CITY OF PALM SPRINGS,CALIFORNIA CITY COUNCIL Steve Pougnet,Mayor Paul Lewin,Mayor Pro Tem Ginny Foat, Council Member Rick Hutcheson, Council Member Christopher Mills, Council Member CITY STAFF David H. Ready,Esq.,Ph.D., City Manager James L. Thompson, Chief ofSta.QlCity Clerk Marcus Fuller,Assistant City Manager/City Engineer Geoffrey S. Kiehl,Director of Finance and Treasurer PROFESSIONAL SERVICES Bond Counsel Jones Hall A Professional Law Corporation San Francisco,California Disclosure Counsel Norton Rose Fulbright US LLP Los Angeles,California City Attorney Douglas C. Holland Woodruff, Spradlin&Smart Costa Mesa,California Financial Advisor Haffell&Company Advisors, LLC Orange, California Assessment Engineer NBS Government Finance Group Temecula,California Fiscal Agent U.S. Bank National Association Los Angeles,California Escrow Holder The Bank of New York Mellon Trust Company,N.A. Los Angeles, California Verification Agent Grant Thornton LLP Minneapolis,Minnesota 20 TABLE OF CONTENTS INTRODUCTION......................................................I Other Possible Claims Upon the Value of a The City.....................................................................I Reassessment Parcel.............................................30 The District................................................................1 Risks Related to Availability of Mortgage Security and Sources of Repayment for the Loans.....................................................................30 Bonds......................................................................1 Foreclosure and Sale Proceedings...........................30 Purpose......................................................................2 Depletion of Reserve Fund......................................31 Property Values..........................................................2 Prepayment of Reassessments.................................31 Professionals Involved in the Offering......................2 Bankruptcy...............................................................32 Offering of the Bonds................................................3 FDIC/Federal Government Interests in Information Concerning this Official Properties..............................................................32 Statement................................................................3 Loss of Tax Exemption............................................33 THE BONDS...............................................................4 IRS Audit of Tax-Exempt Bond Issues....................34. General Provisions................ No Acceleration Prov...ion.......................................34 .....................................4 Proposition 218......................... . Book-Entry System....................................................4 Ballot Initiatives and Legislative Measures.............35 Redemption............................................................. ................_._.._............_........................5 Limited Secondary Market......................................35 Scheduled Debt Service on the Bonds.......................7 Limitations on Remedies........................................36 THE FINANCING PLAN..........................................8 LEGAL MATTERS..................................................37 The Refunding Program.............................................8 Enforceability of Remedies.....................................37 Estimated Uses of Funds............................................8 Approval of Legal Proceedings...............................37 THEDISTRICT.........................................................9 Tax Matters..............................................................37 General.......................................................................9 Absence of Litigation..............................................38 Assessed Values.......................................................10 CONCLUDING INFORMATION..........................39 Assessed Value to Reassessment Lien Ratios..........13 No Rating on the Bonds; Secondary Market...........39 Largest Property Ownership....................................15 Underwriting............................................................39 Delinquencies Effective Rotes..................................................16 Verifications of Mathematical Computations..........39 Effective Tax Rates..................................................18 Direct and Overlapping Deb[...................................19 The Financial Advisor..............................................39 Continuing Disclosure............................................39 SOURCES OF PAYMENT FOR THE Execution.................................................................40 BONDS...................................................................21 APPENDIX A—CITY OF PALM SPRINGS Repayment of the Bonds..........................................21 INFORMATION STATEMENT Reserve Fund...........................................................23 RISK FACTORS.......................................................25 APPENDIX B—SUMMARY OF THE FISCAL AGENT AGREEMENT General........................................ .................... Payment of the Reassessment Not a Personal APPENDIX C—FORM OF CONTINUING Obligation.............................................................25 DISCLOSURE CERTIFICATE No City Obligation to Pay Debt Service..................25 APPENDIX D—ASSESSMENT PARCEL Limitation on Reassessments...................................25 LISTING Risks of Real Estate Secured Investments Generally...............................................................26 APPENDIX E—PROPOSED FORM OF Risks Related to Declines in Home Values..............26 OPINION OF BOND COUNSEL Valuation of Property in the District........................26 APPENDIX F—THE BOOK-ENTRY Factors Affecting Parcel Value and Aggregate SYSTEM Values....................................................................28 21 OFFICIAL STATEMENT $6,700,000* CITY OF PALM SPRINGS LIMITED OBLIGATION REFUNDING IMPROVEMENT BONDS CONSOLIDATED REASSESSMENT DISTRICT NO. 2015-1 This Official Statement which includes the cover page and appendices (the "Official Statement') is provided to furnish certain information concerning the sale of the City of Palm Springs Limited Obligation Refunding Improvement Bonds, Consolidated Reassessment District No. 2015-1 (the "Bonds"), in the aggregate principal amount of$6,700,000*. INTRODUCTION The description and summaries of various documents hereinafter set _forth do not purport to be comprehensive or definitive, and reference is made to each document for the complete details of all terms and conditions. All statements herein are qualified in their entirety by reference to each document. All capitalized terms used in this Official Statement and not otherwise defined herein have the same meaning as in the Fiscal Agent Agreement(defined below). The City The City was incorporated as a general law city on April 20, 1938, and became a charter city on July 12, 1994. The City encompasses 96.2 square miles in central Riverside County. The City is located 108 miles east of downtown Los Angeles and 120 miles west of the Arizona border. Neighboring communities include Palm Desert,Rancho Mirage,Desert Hot Springs and Cathedral City. For further information concerning the City see"APPENDIX A-CITY OF PALM SPRINGS INFORMATION STATEMENT"herein. The District Consolidated Reassessment District No. 2015-1 (the "District') was created by the City pursuant to proceedings taken under the Refunding Act of 1984 for 1915 Improvement Act Bonds (the "Act'). The District encompasses portions of property in the City located in the neighborhoods known as "Mountain Gate," "Villas in Old Palm Springs" and "48 @ Baristo." See "THE FINANCING PLAN." The District includes a total of 599 parcels subject to the Reassessments (as defined below) securing the Bonds. See "THE DISTRICT"herein. Security and Sources of Repayment for the Bonds The Bonds will be issued under the Fiscal Agent Agreement,dated as of March 1,2015 (the"Fiscal Agent Agreement'), between the City and U.S. Bank National Association, Los Angeles, California, as fiscal agent (the "Fiscal Agent') (see "APPENDIX B - SUMMARY OF THE FISCAL AGENT AGREEMENT" herein)and pursuant to the Act. *Preliminary,subject to change. 1 22 The Bonds are limited obligations of the City secured by a first lien on the unpaid reassessments (the "Reassessments") levied by the City on the parcels in the District with unpaid reassessments (the "Reassessment Parcels") pursuant to the Act and the funds pledged therefor under the Fiscal Agent Agreement. Reassessments levied on the property in the District are estimated to be sufficient, if paid timely, to pay the aggregate amount of the principal and interest on the Bonds. See "SOURCES OF PAYMENT FOR THE BONDS"and"RISK FACTORS"herein. The City has covenanted to cause foreclosure proceedings to be commenced and prosecuted against Reassessment Parcels with delinquent installments of Reassessments under certain circumstances. For a more detailed description of the foreclosure covenant see "SOURCES OF PAYMENT FOR THE BONDS - Repayment of the Bonds-Foreclosure Covenant." The Bonds are special obligations of the City payable solely from the unpaid Reassessments and other assets pledged therefor under the Fiscal Agent Agreement. The Bonds do not constitute a debt or liability of the City,the State of California or of any political subdivision thereof,other than the City to the limited extent described herein. The City shall only be obligated to pay the principal of the Bonds, and the interest thereon, from the funds described herein, and neither the faith and credit nor the taxing power of the City or the State of California or any political subdivision thereof is pledged to the payment of the principal of or the interest on the Bonds, except to the limited extent described herein. See "SOURCES OF PAYMENT FOR THE BONDS" and "RISK FACTORS" herein. Purpose Proceeds from the Bonds will be used to (i)refund the outstanding obligations of the City with respect to its Assessment District No. 161, Assessment District No. 162 and Assessment District No. 164, (ii) pay costs related to the issuance of the Bonds, and (iii) make a deposit to a Reserve Fund for the Bonds (see "THE FINANCING PLAN-Estimated Uses of Funds"herein). Property Values The City has relied on the assessed valuations of the County Assessor for the valuations for all of the 599 Reassessment Parcels presented in this Official Statement. See "RISK FACTORS" and "THE DISTRICT - Assessed Values." Professionals Involved in the Offering The legal proceedings relating to the issuance of the Bonds are subject to the approving opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel. Certain legal matters will be passed on for the City by Douglas C. Holland, City Attorney, and by Norton Rose Fulbright US LLP, Los Angeles, California, as Disclosure Counsel, and for the Underwriter by its Counsel, Stradling Yocca Carlson&Rauth,A Professional Corporation,Newport Beach,California. U.S. Bank National Association, Los Angeles, California, will serve as the fiscal agent, paying agent, registrar, authentication and transfer agent for the Bonds and perform the functions required of it under the Fiscal Agent Agreement for the payment of the principal of and interest and any premium on the Bonds and all activities related to the redemption of the Bonds. Harrell & Company Advisors, LLC, Orange, California, Financial Advisor, advised the City as to the financial structure and certain other financial matters relating to the Bonds. 2 23 Offering of the Bonds Authority for Issuance. The Bonds are issued by the City pursuant to the Act, the Improvement Bond Act of 1915, as amended,Division 10 of the California Streets and Highways Code(the"Bond Law") and Resolution No. adopted by the City Council on , 2015 (the "Resolution"). The Bonds are being sold to Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), pursuant to a Bond Purchase Agreement authorized by the Resolution. Offering and Delivery of the Bonds. The Bonds are offered, when, as and if issued, subject to the approval as to their legality by Jones Hall,A Professional Law Corporation, San Francisco, California, as Bond Counsel. It is anticipated that the Bonds, in book-entry form, will be available for delivery on or about ,2015,through the facilities of The Depository Trust Company. Information Concerning this Official Statement This Official Statement speaks only as of its date. The information set forth herein has been obtained by the City with the assistance of Harrell & Company Advisors, LLC, (the "Financial Advisor") from sources which are believed to be reliable. Such information is not guaranteed as to accuracy or completeness, nor has it been independently verified and is not to be construed as a representation by the Financial Advisor, Disclosure Counsel or Underwriter. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion,whether or not expressly so described herein, are intended as such and are not to be construed as representations of fact. The information and expressions of opinion herein are subject to change without notice and the delivery of this Official Statement shall not, under any circumstances, create any implication that there has been no change in the information or opinions set forth herein or in the affairs of the City since the date hereof. Availability of Legal Documents. The summaries and references contained herein with respect to the Fiscal Agent Agreement and other statutes or documents do not purport to be comprehensive or definitive and are qualified by reference to each such document or statute,and references to the Bonds are qualified in their entirety by reference to the form thereof included in the Fiscal Agent Agreement. Capitalized terms used herein and not defined shall have the meaning set forth in the Fiscal Agent Agreement. Copies of the documents described herein are available for inspection during the period of initial offering of the Bonds at the offices of the Financial Advisor, Harrell & Company Advisors, LLC, 333 City Boulevard West, Suite 1430, Orange, California 92868, telephone (714) 939-1464. Copies of these documents may be obtained after delivery of the Bonds from the City of Palm Springs, 3200 E. Tahquitz Canyon Way, Palm Springs,California 92262. 3 24 THE BONDS General Provisions Repayment of the Bonds. The Bonds shall be issued as fully registered Bonds without coupons in the denomination of$5,000 or any integral multiple thereof and shall mature as set forth on the inside front cover page. The Bonds shall bear interest at the rates set forth on the inside front cover page payable on each March 2 and September 2 (the"Interest Payment Dates") in each year,beginning September 2,2015. Interest shall be calculated on the basis of a 360-day year composed of twelve 30-day months. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof unless (i) it is authenticated and registered as of an Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or(ii) it is authenticated prior to the first Interest Payment Date of September 2, 2015, in which event it shall bear interest from the Bond Date, which is the closing date of the Bonds. Interest on the Bonds(including the final interest payment upon maturity or earlier redemption) is payable by check of the Fiscal Agent mailed by first class mail on an Interest Payment Date to the registered Owner thereof at such registered Owner's address as it appears on the Bond register maintained by the Fiscal Agent at the close of business on the 15th day of the calendar month immediately preceding the applicable Interest Payment Date, whether or not such day is a Business Day (a "Record Date"), or by wire transfer made on such Interest Payment Date upon written instructions of any Owner of$1,000,000 or more in aggregate principal amount of Bonds delivered to the Fiscal Agent prior to the applicable Record Date. The principal of the Bonds and any premium on the Bonds are payable in lawful money of the United States of America upon surrender of the Bonds at the Principal Office of the Fiscal Agent. Transfer or Exchange of Bonds. Any Bond may, in accordance with its terms, be transferred, upon the Bond register by the person in whose name it is registered, in person or by such person's duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in a form approved by the Fiscal Agent. Whenever any Bond or Bonds are surrendered for transfer, the City shall execute and the Fiscal Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount(s), maturity(ies) and interest rate(s) in the denominations authorized by the Fiscal Agent Agreement. Bonds may be presented for exchange at the Principal Office of the Fiscal Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The cost for any services rendered or any expenses incurred by the Fiscal Agent in connection with any such transfer or exchange shall be paid by the District; provided, however, that the Fiscal Agent shall collect from the Owner requesting such transfer or exchange any tax or other governmental charge required to be paid with respect to such transfer, including the costs otherwise payable by the City. The foregoing provisions regarding the transfer and exchange of the Bonds apply only if the book-entry system is discontinued. So long as the Bonds are in the book-entry system of DTC as described below, the rules of DTC will apply for the transfer and exchange of Bonds. Book-Entry System The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered Bond will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity,and will be deposited with DTC. Purchasers of beneficial interests in the Bonds will not receive physical certificates. For information on DTC and its book-entry system, see "APPENDIX F." 4 25 Discontinuance of Book-Entry System. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the City or the Fiscal Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Bonds are required to be printed and delivered as described in the Fiscal Agent Agreement. The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, the Bonds will be printed and delivered as described in the Fiscal Agent Agreement. Redemption Optional Redemption. The Bonds may be redeemed prior to maturity, in whole or in part, at the option of the City beginning on September 2,2015 and on any Interest Payment Date thereafter, from any source of available funds, at a redemption price (expressed as a percentage of the principal amount of Bonds to be redeemed)together with accrued interest to the date fixed for redemption as follows: Redemption Dates Redemption Prices September 2,2015 through and including March 2, 103% September 2, and March 2, 102% September 2, and March 2, 101% September 2, and any Interest Payment Date thereafter 100% Extraordinary Redemption from Reassessment Prepayments. The Bonds are subject to extraordinary redemption prior to their stated maturities, as a whole or in part on a pro rata basis among maturities, as a result of the prepayment of Reassessments, from amounts deposited in the Prepayment Account of the Redemption Fund, on any Interest Payment Date, at a redemption price (expressed as a percentage of the principal amount of the Bonds to be redeemed) plus with accrued interest to the date of redemption, as follows: Redemption Dates Redemption Prices September 2,2015 through and including March 2, 103% September 2, and March 2, 102% September 2, and March 2,_ 101% September 2, and any Interest Payment Date thereafter 100% Mandatory Sinking Fund Redemption of Bonds. The Bonds maturing September 2, 2016, (the "Term Bonds") are subject to mandatory redemption in part by lot from Sinking Fund Payments made by the City at a redemption price equal to the principal amount thereof to be redeemed, plus accrued interest to the redemption date, without premium, in the aggregate respective principal amounts and on the dates as set forth in the following schedule; provided, however, if some but not all of the Tenn Bonds have been redeemed through optional redemption or extraordinary redemption from prepayments, the total amount of all future Sinking Fund Payments shall be reduced by the aggregate principal amount of Term Bonds of such maturity so redeemed, to be allocated among such Sinking Fund Payments on a pro rata basis integral multiples of$5,000 as determined by the Fiscal Agent, notice of which determination shall be given by the Fiscal Agent to the City- 5 26 SINKING PAYMENT SCHEDULE FOR TERM BONDS MATURING SEPTEMBER 2,2016 Redemption Date September 2 Principal Amount 2015 2016(maturity) Selection of Bonds for Redemption. Whenever provision is made in the Fiscal Agent Agreement for the redemption of less than all of the Bonds, the Finance Director shall select Bonds for redemption in such a way that the ratio of Outstanding Bonds to issued Bonds shall be approximately the same in each annual series insofar as possible (i.e. on a pro-rata basis among maturities of the Bonds). Within each annual maturity,the Fiscal Agent shall select Bonds for retirement by lot. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 denominations and such separate denominations will be treated as separate Bonds which may be separately redeemed. Further, the provisions of Part 11.1 of the Bond Law are applicable to the advance payment of Reassessments and to the calling of the Bonds. Notice of Redemption. The Fiscal Agent shall cause notice of any redemption to be given by registered or certified mail or by personal service to the respective registered Owners of any Bonds designated for redemption, at their addresses appearing on the Bond Register in the Principal Office of the Fiscal Agent at least 30 days before the applicable Interest Payment Date. The Fiscal Agent shall also cause notice of redemption to be sent to the Securities Depositories at least one day earlier than the giving of notice to the Owners as aforesaid; provided, however, such mailing to the Securities Depositories shall not be a condition precedent to such redemption. Failure to so mail any notice of redemption, or of any person or entity to receive any such notice,or any defect in any notice of redemption, shall not affect the validity of the proceeding for the redemption of such Bonds. Rescission of Redemption. The City may rescind any optional or extraordinary redemption by written notice to the Fiscal Agent on or prior to the date fixed for redemption. Any notice of redemption shall be cancelled and annulled if for any reason inadequate funds are on deposit in the Redemption Fund 5 days prior to the redemption date, and such cancellation shall not constitute an Event of Default. The Fiscal Agent shall mail notice of rescission of redemption in the same manner notice of redemption was originally provided. Partial Redemption. Upon surrender of Bonds redeemed in part only, the City shall execute and the Fiscal Agent shall authenticate and deliver to the registered Owner,at the expense of the City,a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds. Effect of Redemption. From and after the date fixed for redemption, if funds available for the payment of the principal of, and interest and any premium on, the Bonds so called for redemption have been deposited in the Redemption Fund on the date fixed for redemption, such Bonds so called shall cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice. 6 27 Scheduled Debt Service on the Bonds The following is the scheduled annual Debt Service on the Bonds. Bond Year Ending September 2 Principal Interest Annual Debt Service 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Total 7 28 THE FINANCING PLAN The Refunding Program The City formed Assessment District No. 161 (Mountain Gate) ("AD 161") for the purpose of issuing its 2004 Limited Obligation Improvement Bonds (the "AD 161 Bonds"). The proceeds from the AD 161 Bonds were used to fund infrastructure serving property in AD 161. The City also formed Assessment District No. 162 (Villas in Old Palm Springs and 48 @ Baristo) ("AD 162") for the purpose of issuing its 2004 Limited Obligation Improvement Bonds (the "AD 162 Bonds"). The proceeds from the AD 162 Bonds were used to fund infrastructure serving property in AD 162. In addition, the City formed Assessment District No. 164 (Mountain Gate II) ("AD 164"), located adjacent to AD 161, for the purpose of issuing its 2005 Limited Obligation Improvement Bonds (the "AD 164 Bonds"). The proceeds from the AD 164 Bonds were used to fund infrastructure serving property in AD 164. The AD 161 Bonds, the AD 162 Bonds and the AD 164 Bonds are referred to herein as the"Assessment Bonds"or the"Refunded Bonds." On the Delivery Date of the Bonds, $3,140,000 of the AD 161 Bonds remains outstanding, $805,000 of the AD 162 Bonds remains outstanding and $2,780,000 of the AD 164 Bonds remains outstanding. On the Delivery Date, proceeds of the Bonds, together with other funds on hand, will be deposited in trust with The Bank of New York Mellon Trust Company. N.A., the fiscal agent for each of the separate series of the Refunded Bonds (the "Prior Fiscal Agent"). Pursuant to an Escrow Agreement (the "Escrow Agreement") dated as of March 1, 2015 by and between the City and the Prior Fiscal Agent acting as Escrow Holder (the "Escrow Holder"), the City will deposit proceeds of the Bonds with the Escrow Holder in an amount sufficient, together with other funds deposited therewith and investment earnings thereon, to pay the interest due and the redemption price of the Refunded Bonds pursuant to an optional redemption of the Refunded Bonds on September 2, 2015. The lien of the Refunded Bonds, including, without limitation, the pledge of the original assessments to repay the Refunded Bonds, will be discharged, terminated and of no further force and effect upon the deposit with the Prior Fiscal Agent of the amounts required pursuant to the Escrow Agreement. See "CONCLUDING INFORMATION - Verifications of Mathematical Computations." Estimated Uses of Funds The net proceeds from the sale of the Bonds, equal to $ (par amount of$ , less net original issue discount of$ and less Underwriter's discount of$ ), will be applied as follows: Transfer to Escrow Bank Reserve Fund t t t Costs of Issuance Fund czl Total Uses (0 Equal to the Reserve Requirement for the Bonds as of the closing date. See"SOURCES OF PAYMENT FOR THE BONDS-Reserve Fund." ('-) Costs of Issuance includes Bond Counsel fee, Disclosure Counsel fee, Fiscal Agent fee, Escrow Holder fee, Financial Advisor fee,Reassessment Engineer fee,printing costs and other miscellaneous costs of issuance. The City will also deposit $ held by the City for the Refunded Bonds and the Prior Fiscal Agent will transfer $ on deposit in the AD 161 Bonds reserve fund, $ on deposit in the AD 162 Bonds reserve fund and $ on deposit in the AD 164 Bonds reserve fund for deposit under the Escrow Agreement. 8 29 THE DISTRICT The information set forth herein regarding ownership of real property in the District and the property owners within the District was obtained through the County and others and has not been independently verified. Neither the City, the Financial Advisor nor the Underwriter make any representation as to the accuracy or completeness of any such information. This information has been included because it is considered relevant to an informed evaluation of the District. The information should not be construed to suggest that the Bonds or the Reassessments that are pledged to pay debt service on the Bonds are personal obligations of the property owners within the District. The owners of property within the District will not be personally liable for payments of the Reassessments. General The District encompasses the original AD 161, AD 162 and AD 164. There are a total of 599 parcels in the District subject to the Reassessments. Assessment District No. 161 (Mountain Gate) AD 161 is developed with a neighborhood known as"Mountain Gate," located on the northeast corner of Palm Canyon Drive (State Hwy 111) between Tramview Road to the north and Gateway Drive to the south. The neighborhood is bounded by the I-10 freeway on the north, North Palm Canyon Drive on the south, the San Jacinto Mountains on the west and Indian Canyon Drive to the east. AD 161 is subdivided into two zones, and contains a total of 308 parcels subject to the Reassessment, and 24 homeowner association parcels that are not subject to the Reassessment. Of the 308 homes in AD 161, 282 are accessible through a gated entrance. The remaining 26 homes do not have a gated entrance. Zone 1 consists of approximately 21 net acres subdivided into 135 lots. There are two elevations for each floor plan with sizes ranging from 1,208 to 1,887 square feet in two and three bedroom plans. Of the lots in Zone 1, 26 are located outside of the gated entrance. Zone 2 consists of approximately 42 net acres subdivided into 173 lots. There are also two elevations for each floor plan in this zone with sizes ranging from 1,518 to 3,005 square feet in three and four bedroom plans. Most homes were built between 2005 and 2007. There are currently 2 lots that are vacant. The current owner of the remaining lots, Watermarke Homes, expects to build out the remaining lots by September 2015. Assessment District No. 162(Villas in Old Palm Springs and 48 @ Baristo) AD 162 is developed with two separate neighborhoods. The"Villas at Old Palm Springs"development is located within two blocks of the City's downtown on the south side of Tahquitz Canyon Way, east of Tahquitz Drive. The neighborhood consists of 44 clustered single family homes on small lots (with lot sizes averaging about 2,850 square feet) and 3 single family homes on larger lots of up to 10,000 square feet. Of the clustered homes on small lots, 24 are attached and 20 are detached. The clustered homes' sizes range from 1,795 to 2,503 square feet. The 3 single family homes are approximately 3,000 square feet. The homes were built in 2005. The"48 @ Baristo"development is a condominium development, located near the corner of Sunrise Way and Baristo Road, in a residential area. The 48 attached units range from 1,475 to 2,004 square feet in size on lots averaging 3,500 square feet. This development was also completed in 2005. 9 30 Assessment District No. 164(Mountain Gate II) AD 164 is an extension of the Mountain Gate residential community, consisting of approximately 25 net acres. AD 164 is also subdivided into two zones, and contains a total of 196 parcels subject to the Reassessment, and 17 homeowner association parcels that are not subject to the Reassessment. All of the 196 homes constructed or to be constructed are accessible through a gated entrance. Zone 1 consists of 115 homes ranging in size from 1,208 to 1,843 square feet on a minimum lot size of 5,500 square feet. Zone 2 consists of 81 homes ranging in size from 2,083 to 3,005 square feet on a minimum lot size of 6,000 square feet. Most of the homes were built between 2005 and 2007. There are 6 lots owned by Watermarke Homes. Construction of homes on 3 of the lots is recently completed, with homes on 2 lots currently under construction, and the owner plans to construct the remaining home by September 2015. Four of the recently built homes on adjacent lots were sold between June 2014 and December 2014. Assessed Values For all Reassessment Parcels, the County-determined assessed valuation is provided as an estimate for purposes of valuation. The County assessed valuation is derived from the Fiscal Year 2014115 County Assessor's assessed valuation of land and improvements. "APPENDIX D - ASSESSMENT PARCEL LISTING" contains a complete list of Reassessment Parcels, Fiscal Year 2014/15 assessed values and Reassessment liens. The County's assessed valuation of land and improvements is based on the base year assessed value (which may or may not be reflective of the fair market value of the land and improvements) increased by a maximum of 2% per year each year thereafter, as allowed under Article XIIIA of the Constitution of the State of California. Values may also be decreased if inflation is negative (for example, the inflation factor for Fiscal Year 2010/11 was -0.237%). Therefore, the assessor's value typically does not accurately reflect the fair market value of the land and improvements which may be higher or lower than the Assessor's value. Further,due to timing, the Assessor's value may not reflect the most recent sale price of a parcel or new construction on a parcel. See "RISK FACTORS - Valuation of Property in the District" herein. The fair market value can only be established through the sale of the property or an M.A.I. appraisal of the property within the District. The City has not undertaken to obtain an M.A.I. appraisal of the property within the District. Most of the homes in the District were first built and sold between 2005 and 2007,right before the start of the financial crisis. Table Nos. 1 through 4 presents the historical assessed value of the parcels in the District, (see "RISK FACTORS — Valuation of Property in the District" herein). The Riverside County Assessor began making adjustments to the assessed values due to decline in market values (under Proposition 8 as described below) in 2008/09, with the largest downward adjustments occurring between 2009/10 and 2011/12. Generally,market values stabilized in 2012/13 and significant increases occurred in 2014/15,as reflected in Table Nos. 1 through 4. 10 31 TABLE NO.1 CONSOLIDATED REASSESSMENT DISTRICT NO.2015-1 HISTORICAL ASSESSED VALUES AD 161 Fiscal Year Assessed Value Change 2006/07 $102,871,975 2007/08 108,029,048 5.0% 2008/09 107,364,943 (0.6)"/0 2009/10 88,538,128 (17.5)% 2010/11 81,029,776 (8.5)% 2011/12 75,287,484 (7.1)% 2012/13 75,043,451 (0.3)% 2013/14 81,919,990 9.2% 2014/15 92,279,346 12.6% M In general, the increases in assessed value between 2006/07 and 2007/08 resulted from additional new home sales being reflected on the tax rolls. Source: County of Riverside,as compiled by NBS Government Finance Group. TABLE NO.2 CONSOLIDATED REASSESSMENT DISTRICT NO.2015-1 HISTORICALASSESSED VALUES AD 162 Villas in Fiscal Old Palm Springs 48 @ Baristo Year Assessed Value Change Assessed Value Change 2006/07 $19,058,898 $25,300,765 2007/08 37,535,166 197.0%0) 28,694,096 13.4%(') 2008/09 37,254,145 (0.7)% 27,787,915 (3.2)% 2009/10 31.580,117 (15.2)% 20,908,000 (24.8)% 2010/11 27,921,384 (11.6)% 23,501,193 12.4% 2011/12 29,556,656 5.9% 17,587,562 (25.2)% 2012/13 28,773,067 (2.7)% 16,443,300 (6.5)% 2013/14 28,311,454 (1.6)% 16,103,960 (2.1)% 2014/15 31,520,901 11-3% 18,224,859 13.2% M In general, the increases in assessed value between 2006/07 and 2007/08 resulted from additional new home sales being reflected on the tax rolls. Source: County of Riverside,as compiled by NBS Government Finance Group. 11 32 TABLE NO.3 CONSOLIDATED REASSESSMENT DISTRICT NO.2015-1 HISTORICAL ASSESSED VALUES AD 164 Fiscal Year Assessed Value Chan e 2006/07 $28,570,320 2007/08 73,088,811 255.8% 2008/09 67,609,387 (7.5)% 2009/10 52,080,322 (23.0)°/a 2010/11 46,462,102 (10.8)% 2011/12 43,608,079 (6.1)% 2012/13 43,731,112 0.3% 2013/14 48,059,018 9.9% 2014/15 54,796,230 14.0% On In general, the increases in assessed value between 2006/07 and 2007/08 resulted from additional new home sales being reflected on the tax rolls. Source: County of Riverside,as compiled by NBS Government Finance Group. TABLE NO.4 CONSOLIDATED REASSESSMENT DISTRICT NO.2015-1 HISTORICAL ASSESSED VALUES COMBINED AD 161,AD 162 AND AD 164 Total All Assessment Districts Fiscal Year Assessed Value Chanee 2006/07 $175,801,958 2007/08 247,347,121 40.6%0) 2008/09 240,016,390 (3.0)% 2009/10 193,106,567 (19.5)% 2010/11 178,914,455 (7.3)% 2011/12 166,039,781 (7.2)% 2012/13 163,990,930 (1.2)% 2013/14 174,394,422 6.3% 2014/15 196,821,336 12.9% In general, the increases in assessed value between 2006/07 and 2007/08 resulted from additional new home sales being reflected on the tax rolls. Source: County of Riverside,as compiled by NBS Government Finance Group. Proposition 8 Reductions. Proposition 8 provides for the assessment of real property at the lesser of its originally determined (base year) full cash value compounded annually by the inflation factor, or its full cash value as of the lien date, taking into account reductions in value due to damage, destruction, obsolescence or other factors causing a decline in market value. Reductions based on Proposition 8 do not establish new base year values, and the property may be reassessed as of the following lien date up to the lower of the then-current fair market value or the factored base year value. 12 33 While the assessed value may be reduced by the County Assessor as a result of Proposition 8, the assessed value has no bearing on the calculation of the Reassessments,only on the calculation of ad valorem taxes. The changes in assessed value in the assessment districts in Fiscal Year 2008/09 to Fiscal Year 2014/15 as shown in Table Nos. 1 through 4 reflects the Proposition 8 changes made by the County Assessor over the last 7 years. The City cannot guarantee that reductions in assessed value will not occur in future years. See"RISK FACTORS-Valuation of Property in the District-Proposition 8 Adjustments." Investors must recognize the uncertainties with respect to the assessed values of the Reassessment Parcels,since the Bonds are secured by the Reassessment Parcels. See"RISK FACTORS"herein. Assessed Value Appeals. Further, property owners in the District may appeal the County Assessor's value, and if successful, such appeals may result in a lowering of assessed values in future years. While the assessed value may be reduced by the County Assessor if an appeal is successful, the assessed value has no bearing on the calculation of the Reassessments,only on the calculation of ad valorem taxes. The City has not determined if any assessment appeals are pending for property in the District. Assessed Value to Reassessment Lien Ratios* Assessed valuation to reassessment lien ratios are derived by dividing the 2014/15 Fiscal Year County assessor's assessed valuation amount of land plus improvements, if any, by the unpaid assessments. For example, a 3:1 ratio means that the assessed value is three times the total assessment lien amount. According to the County Assessor's Office,the aggregate assessed valuation of land and improvements of the 599 Reassessment Parcels with unpaid reassessments is $196,821,336 for Fiscal Year 2014/15. The total lien on the Reassessment Parcels is $6,700,000. The aggregate value-to-lien ratio is 29.4 (see "APPENDIX D - ASSESSMENT PARCEL LISTING" herein). Ratios on individual Reassessment Parcels range from 3.8:1 for vacant lots in AD 164 (Mountain Gate II) to over 134:1 for the largest single family home in AD 162 (Villas in Old Palm Springs). The aggregate value-to-lien ratio including all current overlapping tax and assessment debt of$10,857,187 is 18:1 (see "Direct and Overlapping Debt"below). Subsequent to the issuance of the Bonds,taking the overlapping debt into account,the aggregate value-to- lien ratio is 193:1. Potential purchasers of the Bonds should be aware that if a Reassessment Parcel bears a Reassessment in excess of its market value, then there may be little incentive for the owner of the Assessment Parcel to pay the reassessment on such Reassessment Parcel and little likelihood that such property would be purchased in a foreclosure sale. See"APPENDIX D-ASSESSMENT PARCEL LISTING" for various assessed value to lien ratios and"RISK FACTORS"describing risks relating to market values of Reassessment Parcels. See "TABLE NO. 5" below. In total, 1.6% of the Reassessment lien is on assessed on vacant land or on lots with homes under construction owned by Watermarke Homes. Table No. 5 categorizes the assessed value to lien ratios for the Reassessment Parcels within the District, but excluding any other overlapping debt(see "Effective Tax Rates" and"Direct and Overlapping Debt" below). Watermarke Homes, the largest owner listed separately in Table No. 5, is current in the payment of property taxes through Fiscal Year 2013/14. They have also timely paid their first installment for Fiscal Year 2014/15. *Preliminary,subject to change. 13 34 TABLE NO.5 CITY OF PALM SPRINGS CONSOLIDATED REASSESSMENT DISTRICT NO.2015-1 SUMMARY LIEN TO ASSESSED VALUE RATIO (VALUES AS OF JANUARY 1,2014) Number 2014/15 Share Assessed Value-to-Lien of Assessed of the Value- %of Cateeory Parcels Value Bonds* To-Lien tit* Total* Watermarke Homes cz 8 $ 398,459 $ 106,987 3.72 1.6% Individual(Recent Sale)M 1 49,807 16,159 3.08 0.2% Individual(Recent Sale)(n 1 49,807 16,159 3.08 0.2% Individual(Recent Sale)(n 1 49,807 16,159 3.08 0.2% Individual(Recent Sale)ts) 1 49,807 12,958 3.84 0.2% Total 3:1 to 5:1 12 $ 597,688 $ 168,420 3.55 2.5% 10:1 to 15:1 18 3,197,344 229,881 13.91 3.4% 15:1to 25:1 211 57,884,678 2,768,847 20.91 41.3% Over 25:1 358 135,141,626 3,532,852 3825 52.7% 599 $196,821,336 $6,700,000 29.38 100.0% Excluding overlapping debt. See"Direct and Overlapping Debt'below. Construction of homes complete or underway on 5 parcels. tag Sale price not yet reflected on the tax roll. Source: NBS Government Finance Group,as compiled by the Financial Advisor. *Preliminary,subject to change. The property owners in the District are not personally liable for payments of the Reassessments to be applied to pay the principal of and interest on the Bonds. No assurance can be given that any property owner will continue to hold an interest in the Reassessment Parcels. See "RISK FACTORS - Payment of the Reassessment Not a Personal Obligation." 14 JrS Largest Property Ownership Other than Watermarke Homes, there are several individual property owners who own more than one home in the District. Table No. 6 below sets forth information regarding the property owners in the District who own more than one parcel or home, based on the respective share of the Bonds allocable to their property in the District. All property owners listed separately in Table No. 6 are current in the payment of property taxes through Fiscal Year 2013/14. TABLE NO.6 LARGEST PROPERTY OWNERSHIP No 2014/15 Share of Assessed of the %of Owner Parcels Value Bonds* Total* Botros Nabil&Bones Asphahan 5 $1,349,515 $ 65,232 1.0% H&E Vista Prop 2 711,212 22,840 0.3% Habibipour Saied&Habibipour Cynthia 2 729,633 27,579 0.4% Karamanoukian Alber 4 929,311 44,911 0.7% Kertenian Daniel&Kertenian Suzy 2 627,869 19,956 0.3% Macalalad Lydia B 2 580,606 17,072 0.3% Michaud Gerard L&Kleinsmith Gerald 2 788,000 9,326 0.1% Patel Anar J 2 396,941 25,916 0.4% Pourzand Saied&Pourzand Soumia 2 554,000 21,494 0.3% Rodriguez Prieto Julio Cesar 2 574,383 24,695 0.4% Sukhija Harpal S&Sukhija Atka 2 500,000 17,072 03% Tatarian Sarkis&Tatarian Marine 2 666,523 22,840 0.3% Watermarke Homes 8 398,459 106,987 1.6% Williams Brian A 2 579,255 22,840 0.3% 6.7% *Preliminary,subject to change. 15 36 Delinquencies The tables below show a history of the levy and collection of assessments in AD 161,AD 162 and AD 164, as well as the current amount remaining delinquent. The County of Riverside does not participate in the Teeter Plan with respect to special tax levies and assessments, which would guarantee 100% of tax collections to the District. As a result,the District bears the risk of delinquent tax payments, although the District does receive all interest and penalties levied and collected due to delinquencies. TABLE NO.7 AD 161 TAX LEVIES AND COLLECTIONS Amount % Delinquent Amount % Amount Parcels Assessment Assessment Delinquent Delinquent In Collections Delinquent Delinquent Delinquent Delinquent Year Le� as of June 30 Year Levied to 6/30/14 as of 6/30/14 as of 6/30/14 12/9/2014 12/9/2014 2009110 $360,402 $12,082 3.35% $12,082 $ - 0.00% $ - - 2010/11 359,737 7,424 2.06% 6,434 990 028% - - 2011/12 355,108 7,707 2.17% 5,708 1,999 0.56% 496 1 2012/13 359,038 13,520 3.77% 10,312 3,208 0.89% 661 1 2013/14 365,595 5,425 1.48% - 5425 1.48% 881 1 $11,622 $2,038 3 Source: NBS Government Finance Group,as compiled by the Financial Advisor. Since 2008,the City has filed 7 foreclosure actions in AD 161 to recover$18,061 in delinquent taxes. All such delinquent taxes have been paid or collected. In 2013, $6,559 in delinquent assessments (2 owners) were removed from the tax roll in preparation for filing foreclosure action and taxes were paid prior to actual filing. TABLE NO.8 AD 162 TAX LEVIES AND COLLECTIONS Amount % Delinquent Amount % Amount Parcels Assessment Assessment Delinquent Delinquent In Collections Delinquent Delinquent Delinquent Currently Year Lew as of June 30 Year Levied to 6/30/14 as of 6/30/14 as of 6130/14 12/9/2014 Delinquent 2009/10 $107,776 $1,945 1.80% $1,945 $ - 0.00% $ - - 2010/11 113,410 676 0.60% 676 - 0.00% - - 2011/12 110,491 644 0.58% 644 - 0.00% - - 2012/13 108,650 1,986 1.83% 1,986 - 0.00% - - 2013/14 114,973 880 0.77% - 880 0.77% $880 $ - - Source: NBS Government Finance Group,as compiled by the Financial Advisor. Since 2008, the City has filed 1 foreclosure action in AD 162 to recover $3,386 in delinquent taxes. All such delinquent taxes have been paid or collected. 16 37 TABLE NO.9 AD 164 TAX LEVIES AND COLLECTIONS Amount % Delinquent Amount % Amount Parcels Assessment Assessment Delinquent Delinquentln Collections Delinquent Delinquent Delinquent Currently Year Levy as of June 30 Year Levied to 6(30/14 as of 6/30/14 as of 6/30/14 12/9/2014 Delinquent 2009/10 $288,867 $ 8,088 2.80% $ 8,088 $ - 0.00% $ - - 2010/11 284,988 4,985 1,75% 4,985 - 0.00% - - 2011/12 285,985 18,1810) 6.36% 18,181 - 0.000% - - 2012/13 286,703 18,373(2) 6,41% 18,373 - 0.000% - - 2013/14 293,565 3,049 1.04% - 3 049 1.04% $ 3,049 $ - - m $14,085 delinquent in 2011/12 by Lifestyle Real Properties LLC-sold to Watermarke Homes in June 2013. 12I $17,049 delinquent in 2012/13 by Lifestyle Real Properties LLC-sold to Watermarke Homes in June 2013. Source: NBS Government Finance Group,as compiled by the Financial Advisor. Since 2008,the City has filed 3 foreclosure actions in AD 164 to recover$10,137 in delinquent taxes. All such delinquent taxes have been paid or collected. The City has covenanted to commence foreclosure proceedings when delinquencies exceed prescribed limitations (see "SOURCES OF PAYMENT FOR THE BONDS — Repayment of the Bonds — Foreclosure Covenant"). The table below further describes the aging delinquencies in AD 161. See Table No. 7 above. TABLE NO. 10 SUMMARY OF DELINQUENCIES AS OF DECEMBER 9,2014 No.of Assessment Delinquent APN District Owner Delinquency Installments Due Date(s) 669-530-015 161 Karamanoukian $ 661.05 1 4/10/2013 12/10/2013 and 669-560-022 161 Mackenzie 881.46 2 4/10/2014 669-560-074 161 Untarya 495.95 1 4/10/2012 Total $2,038.46 Source: NBS Government Finance Group,as compiled by the Financial Advisor. The City has sent letters to each owner shown above,notifying them of the delinquency in payment. 17 38 Effective Tax Rates Table No. 11 below sets forth Fiscal Year 2014/15 effective tax rates for representative single family residential units in various areas of the District. Certain properties in the District may also be part of certain City lighting and landscape maintenance districts. Table No. 11 sets forth the ad valorem taxes, AD 161, AD 162 or AD 164 assessments, as applicable, and special assessments applicable to a typical home in Fiscal Year 2014/15. TABLE NO. 11 CONSOLIDATED REASSESSMENT DISTRICT NO.2015-1 FISCAL YEAR 2014/15 TAX RATES Within Within Within AD 161 AD 162 AD 164 APN 669-560-003 508-103-045 669-640-004 Year Purchased 2005 2010 2013 2014/15 Assessed Value $196,000 $323,000 $294,000 Homeowner's Exemption (7,000 (7.000) (7,000) Net Assessed Value for Ad Valorem Taxes 189,000 316,000 287,000 Ad Valorem Tax Rate)') 1.22485% 1.22485% 1.22485% Ad Valorem Taxes 2,315 3,871 3,515 Special Assessments: Assessment District Levy 873 677 L351 Other Assessments 172 13 _ _ 50 Total('-) $3,360 $4,560 $4,916 Effective Tax Rate(based on Gross Assessed Value) 1.71% 1 41% 1.67% 00 Comprised of 1% general tax levy, plus debt service levies for Palm Springs Unified School District (0.10160%),College of the Desert(0.02325%)and Coachella Valley Water District(0.100%). ('-) Excludes City of Palm Springs Sewer Charges of$192,billed on the tax bill for convenience. Source: Financial Advisor. 18 3q Direct and Overlapping Debt Set forth below is the direct and overlapping debt report (the "Debt Report") prepared by California Municipal Statistics, Inc., as of January 1, 2015. The Debt Report is included for general information purposes only. The Debt Report generally includes long-term obligations sold in the public credit markets by public agencies whose boundaries overlap the boundaries of the District in whole or in part. Such long-term obligations are not payable from unpaid Reassessments nor are they necessarily obligations secured by property within the District. In many cases, long-term obligations issued by a public agency are payable only from the general fund or other revenues of such public agency. Presently, the Reassessment Parcels are subject to $10,857,187 of direct and overlapping tax and assessment debt and overlapping lease obligation debt, including the outstanding amount of the Assessment Bonds. To repay the direct and overlapping tax and assessment debt and overlapping lease obligation debt, the property owners of the land within the District must pay the annual Reassessments and the general property tax levy. In addition, other public agencies whose boundaries overlap those of the District could, without the consent of the City, and in certain cases without the consent of the owners of the land within the District, impose additional taxes or assessment liens on the real property within the District in order to finance public improvements or services to be located or furnished inside of or outside of the District. The lien created on the real property within the District through the levy of such additional taxes or Reassessments may be on a panty with the lien of the Reassessments. The imposition of additional liens on a parity with the Reassessments may reduce the ability or willingness of the property owners to pay the Reassessments and increases the possibility that foreclosure proceeds, if any, will not be adequate to pay delinquent Reassessments. 19 40 TABLE NO. 12 CITY OF PALM SPRINGS CONSOLIDATED REASSESSMENT DISTRICT NO.2015-1 DIRECT AND OVERLAPPING DEBT 2014/15 Local Secured Assessed Valuation: $196,821,336 DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: %Applicable Debtl/1/15 Desert Community College District General Obligation Bonds 0.289% $ 906,793 Palm Springs Unified School District General Obligation Bonds 0.791 2,845,394 City of Palm Springs Assessment District No.161 100. 3,280,000 n) City of Palm Springs Assessment District No. 162 100. 915,0000) City of Palm Springs Assessment District No. 164 100. 2,910,0000) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $10,857,187 OVERLAPPING GENERAL FUND DEBT: Riverside County General Fund Obligations 0.087% $ 572,522 Riverside County Pension Obligation Bonds 0.087 291,438 Riverside County Board of Education Certificates of Participation 0.087 1,599 City of Palm Springs General Fund Obligations 1.971 2,512,047 City of Palm Springs Pension Obligation Bonds 1.971 368,895 TOTAL GROSS OVERLAPPING GENERAL FUND DEBT $ 3,746,501 Less: Riverside County supported obligations 7,352 TOTAL NET OVERLAPPING GENERAL FUND DEBT $ 3,739,149 OVERLAPPING TAX INCREMENT DEBT(Successor Aeencv): 839,279 GROSS COMBINED TOTAL DEBT $15,442,967 NET COMBINED TOTAL DEBT $15,435,615 0) Excludes reassessment bonds to be sold. Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations. Ratios to 2014/15 Assessed Valuation: Direct Debt($7,105,000)...........................................................3.61% Total Direct and Overlapping Tax and Assessment Debt.............5.51% Gross Combined Total Debt........................................................7.84% Net Combined Total Debt............................................................7.84% Ratio to Redevelopment Incremental Valuation($43,050,352): Total Overlapping Tax Increment Debt........................................1.95% Source: California Municipal Statistics,Inc. 20 41 SOURCES OF PAYMENT FOR THE BONDS Repayment of the Bonds The Bonds are issued upon and are secured by a first lien on and security interest in all of the Reassessments (including prepayment thereof), and any other amounts held in the Redemption Fund and the Reserve Fund created under the Fiscal Agent Agreement. Principal of and interest on the Bonds are payable exclusively out of the Redemption Fund. The Reassessments and all moneys deposited into those funds are dedicated under the Fiscal Agent Agreement to the payment of the principal of, and interest and any premium on, the Bonds as provided therein and in the Act and the Bond Law until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with the Fiscal Agent Agreement. Although the unpaid Reassessments constitute fixed liens on the Reassessment Parcels, they are not personal indebtedness of the owners of the Reassessment Parcels. Furthermore, there can be no assurance as to the willingness or ability of the property owners to pay the unpaid Reassessments. Collection of Reassessments. The unpaid Reassessments levied annually on the Reassessment Parcels will be collected, together with interest on the declining balances, on the tax roll of the County on which general taxes on real property are collected, and the unpaid Reassessments are payable and become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do general taxes, and the Reassessment Parcels are subject to the same provisions for sale and redemption as are properties for nonpayment of general taxes. The annual Reassessment installments together with interest are to be paid into the Redemption Fund which will be used to pay the principal of and interest on the Bonds as they become due. Limited Obligations. The obligations of the City under the Fiscal Agent Agreement and the Bonds are not general obligations of the City, but are special obligations, payable solely from the Reassessments and other assets pledged therefor under the Fiscal Agent Agreement. Neither the faith and credit nor the taxing power of the City (except to the limited extent described herein), or the State of California,or any political subdivision thereof is pledged to the payment of the Bonds. The Bonds are "Limited Obligation Improvement Bonds" and under Section 9603 of the Act, are payable solely from and secured solely by the Reassessments and the amounts in the Redemption Fund and the Reserve Fund created under the Fiscal Agent Agreement. The City is not obligated to advance available surplus funds from its treasury to cure any deficiency in the Redemption Fund. Foreclosure Covenant. In the Fiscal Agent Agreement,the City covenants that it will determine or cause to be determined, no later than August 1 of each year, whether or not any owners of property within the Reassessment District are delinquent in the payment of Reassessment installments and, if such delinquencies exist,the City will order and cause to be commenced no later than October 1, and thereafter diligently prosecute, an action in the superior court to foreclose the lien of any Reassessment or installment thereof not paid when due: provided,however, that the City will not be required to order the commencement of foreclosure proceedings if (a) the amount collected is greater than 97% of the installment of the Reassessments and interest thereon,and amounts to pay Administrative Expenses,to be collected, and (b) the amount then on deposit in the Reserve Fund is equal to the Reserve Requirement. Notwithstanding the foregoing, if the City determines that any single property owner in the City is delinquent in excess of$2,000 or in the payment of 4 or more installments, then the City will diligently institute,prosecute and pursue foreclosure proceedings against such property owner. 21 42 Upon the redemption or sale of the real property responsible for such delinquencies, the City will apply the net proceeds thereof as follows: (i)pay defaulted interest or principal on the Bonds, (ii)deposit to the Reserve Fund the amount of any delinquency advanced therefrom, (iii) reimburse the City for the amount of any previously unreimbursed fees, costs and expenses incurred by the City in connection with such delinquency, (iv) deposit to the Reserve Fund an amount sufficient to cause the amount therein to be equal to the Reserve Requirement, and (v) the balance, if any, will be disbursed as set forth in the judgment of foreclosure or as required by law. Possibility of Foreclosure Delays. No assurances can be given that any real property subject to a judicial foreclosure sale will be sold or, if sold, that the proceeds of sale will be sufficient to pay any delinquent Reassessment installment. If court foreclosure proceedings are necessary, there may be a delay in payments to the owner of the Bonds pending prosecution of the foreclosure proceedings and receipt by the City of the proceeds of the foreclosure sale. It is also possible that no bid for the purchase of the applicable property would be received at the foreclosure sale. See "RISK FACTORS - Foreclosure and Sale Proceedings." Priority of Lien. Each Reassessment (and any Reassessment thereof) and each installment thereof, and any interest and penalties on each Reassessment, constitute a lien against the Reassessment Parcel on which it was imposed until it is paid. The lien is subordinate to all fixed special assessment liens imposed upon the same property prior to the date that the Reassessments became a lien on the property assessed, but has priority over all private liens and over all fixed special assessment liens which may thereafter be created against the property. The lien is co-equal to and independent of the lien for general taxes. The direct and overlapping debt of property within the District as of January 1, 2015 is shown under the heading"THE DISTRICT- Direct and Overlapping Debt." Sales of Tax-Defaulted Property Generally. If foreclosure is deemed necessary, property securing delinquent Reassessment installments which is not sold pursuant to the judicial foreclosure proceedings described above may be sold, subject to redemption by the property owner, in the same manner and to the same extent as real property sold for nonpayment of general County property taxes. On or before June 30 of the year in which such delinquency occurs, the property becomes tax-defaulted. This initiates a five- year period during which the property owner may redeem the property. At the end of the five-year period the property becomes subject to sale by the County Tax Collector. Except in certain circumstances, as provided in the Act, the purchaser at any such sale takes such property subject to all unpaid assessments, interest and penalties, costs, fees and other charges which are not satisfied by application of the sales proceeds and subject to all public improvement assessments which may have priority. Delinquency Resulting in Ultimate or Temporary Loss on Bonds. If amounts in the Redemption Fund are temporarily insufficient to pay Bonds that have matured or past due interest, or the principal and interest on Bonds coming due during the current tax year, but it does not appear to the Finance Director that there will be an ultimate loss to the owner of the Bonds, the Finance Director will, pursuant to the Act, pay the principal of Bonds which have matured as presented and make interest payments on the Bonds when due as long as there are available funds in the Redemption Fund, in the following order of priority: All matured interest payments will be made before the principal of any other Bond is paid. When funds become available for the payment of any Bond which was not paid upon presentment, the Finance Director will notify the registered owner of such Bond by registered mail to present the Bond for payment. If the Bond is not presented for payment within ten days after the mailing of the notice, interest will cease to accrue on the Bond. If it appears to the Finance Director that there is a danger of an ultimate loss accruing to the Bond Owner for any reason, he or she is required pursuant to the Act to withhold payment on all matured Bonds and interest on all Bonds and report the facts to the City Council so that the City Council may take proper action to equitably protect the Bond Owner. 22 43 Upon the receipt of such notification from the Finance Director, the City Council is required to fix a date for a hearing upon such notice. At the hearing the City Council will determine whether in its judgment there will ultimately be insufficient money in the Redemption Fund to pay the principal of the unpaid Bonds and interest thereon. If the City Council determines that in its judgment there will ultimately be a shortage in the Redemption Fund to pay the principal of the unpaid Bonds and interest thereon (an "Ultimate Default"), the City Council will direct the Finance Director to pay to the owner of all outstanding and unpaid Bonds such proportion thereof as the amount of funds on hand in the Redemption Fund bears to the total amount of the unpaid principal of the Bonds and interest which has accrued or will accrue thereon. Similar proportionate payments will thereafter be made periodically as moneys come into the Redemption Fund. Upon the determination by the City Council that an Ultimate Default will occur,the Finance Director will notify the Bond Owner to surrender its Bonds to the Finance Director for cancellation. Upon cancellation of the Bonds, the Bond Owner will be credited with the principal amount of the Bond so canceled. The Finance Director will then pay by warrant the proportionate amount of principal and accrued interest due on the Bonds of the Bond Owner as may be available from time to time out of the money in the Redemption Fund. Interest will cease to accrue on principal payments made from the date of such payment, but interest will continue to accrue on the unpaid principal at the rate specified on the Bonds until payment thereof is made. No premiums will be paid on payments of principal on Bonds made in advance of the maturity date thereon. If Bonds are not surrendered for registration and payment, the Finance Director will give notice to the Bond Owner by registered mail, at the Bond Owner's last address as shown on the registration books maintained by the Registrar, of the amount available for payment. Interest on such amount will cease to accrue as of ten days after the date of mailing of such notice. If the City Council determines that in its judgment there will not be an Ultimate Default, it will direct the Finance Director to pay matured Bonds and interest as long as there is available money in the Redemption Fund. Reserve Fund The Fiscal Agent will establish the Reserve Fund upon the issuance of the Bonds in an amount equal to the"Reserve Requirement,"which is defined as 50%of Maximum Annual Debt Service(as defined in the Fiscal Agent Agreement). The Reserve Requirement as of the Closing Date is $335,000*. See "THE FINANCING PLAN- Estimated Uses of Funds" and "APPENDIX B - SUMMARY OF THE FISCAL AGENT AGREEMENT." The City will cause the Reserve Fund to be administered in accordance with Part 16 of the Act;provided, however, that proceeds from redemption or sale of properties, if and to the extent that payment of delinquent Reassessments and interest thereon was made from the Reserve Fund, will be credited to the Reserve Fund. If amounts in the Redemption Fund are insufficient to pay the principal, if any, of and interest on the Bonds, at any time, the Fiscal Agent will withdraw from the Reserve Fund, to the extent of any funds therein, the amount of such insufficiency, and will transfer any amounts so withdrawn to the Redemption Fund. *Preliminary,subject to change. 23 44 Whenever a Reassessment is prepaid, in whole or in part, as provided in the Act, the Fiscal Agent, pursuant to a Written Request of the City,will transfer from the Reserve Fund to the Prepayment Account an amount, specified in such Written Request, equal to the product of the ratio of the original amount of the Reassessment,or portion thereof,so prepaid to the original amount of all unpaid Reassessments, times the initial Reserve Requirement. Whenever Bonds are to be redeemed pursuant to an optional redemption of Bonds, a proportionate share, determined as provided below, of the moneys on deposit in the Reserve Fund will, on the date on which amounts to redeem such Bonds are deposited in the Prepayment Account or otherwise deposited with the Fiscal Agent,be transferred by the Fiscal Agent from the Reserve Fund to the Prepayment Account or to such deposit held by the Fiscal Agent and will be applied to the redemption of said Bonds; provided, however, that such amount will be so transferred only if and to the extent that the amount remaining on deposit in the Reserve Fund will be at least equal to the Reserve Requirement (excluding from the calculation thereof said Bonds to be redeemed). Such proportionate share will be equal to the largest integral multiple of$5,000 that is not larger than the amount equal to the product of(i) the amount on deposit in the Reserve Fund on the date of such transfer,times (ii) a fraction, the numerator of which is the principal amount of Bonds to be so redeemed and the denominator of which is the principal amount of Bonds to be Outstanding on the day prior to the date on which such Bonds are to be so redeemed. Whenever the balance in the Reserve Fund is sufficient to retire all the Outstanding Bonds, whether by advance retirement or otherwise, collection of the principal and interest on the Reassessments will be discontinued and the Reserve Fund will be liquidated by the Fiscal Agent in retirement of the Outstanding Bonds, as directed by a Written Request of the City. In the event that the balance in the Reserve Fund at the time of liquidation exceeds the amount required to retire all of the Outstanding Bonds, the excess will, after payment of amounts due to the Fiscal Agent,be transferred to the City to be used in accordance with the Act. If, as a result of the scheduled payment of principal of or interest on the Bonds, the Reserve Requirement is reduced, the Fiscal Agent will transfer an amount equal to the amount of such reduction to the Redemption Fund, 24 45 RISK FACTORS General BEFORE PURCHASING ANY OF THE BONDS, ALL PROSPECTIVE INVESTORS AND THEIR PROFESSIONAL ADVISORS SHOULD CAREFULLY CONSIDER, AMONG OTHER THINGS, THE FOLLOWING RISK FACTORS, WHICH ARE NOT MEANT TO BE AN EXHAUSTIVE LISTING OF ALL RISKS ASSOCIATED WITH THE PURCHASE OF THE BONDS. MOREOVER, THE ORDER OF PRESENTATION OF THE RISK FACTORS DOES NOT NECESSARILY REFLECT THE ORDER OF THEIR IMPORTANCE. The purchase of the Bonds involves investment risk. If a risk,factor materializes to a sufficient degree, it could delay or prevent payment of principal of and/or interest on the Bonds. Such risk factors include, but are not limited to, the following matters. Debt service on the Bonds is payable from installment payments of principal and interest on unpaid Reassessments on the Reassessment Parcels. The principal of the Reassessments is the aggregate of the amounts of the individual Reassessments levied against the Reassessment Parcels. The individual Reassessment on a parcel will be paid in annual installments, together with interest on the unpaid balance, unless the unpaid balance is subsequently prepaid. The annual installments of principal and interest with respect to a Reassessment Parcel will be collected on the County tax roll at the same time and in the same manner as general real property taxes are collected. The annual installments of principal and interest with the respect to all Reassessment Parcels were, at the time of initial levy of the Reassessments,equal in the aggregate to the annual debt service on the Bonds. Payment of the Reassessment Not a Personal Obligation The owners of Reassessment Parcels are not personally liable for the payment of the Reassessment or the Reassessment installments. Rather,a reassessment is a lien only on a Reassessment Parcel. Accordingly, if the value of a Reassessment Parcel is not sufficient to fully secure the assessment on it, the City has no recourse against the owner. No City Obligation to Pay Debt Service IF REASSESSMENT INSTALLMENT COLLECTIONS ARE INSUFFICIENT, THE ONLY AMOUNTS AVAILABLE TO PAY DEBT SERVICE ON THE BONDS WILL BE THE AMOUNT ON DEPOSIT FROM TIME TO TIME IN THE RESERVE FUND, AND IF SO ADVANCED WILL REDUCE THE RESERVE FUND BY THE AMOUNT OF THE FUNDS ADVANCED. OWNERS OF BONDS MAY NOT RELY UPON THE CITY TO ADVANCE FUNDS TO PAY DEBT SERVICE ON THE BONDS FOLLOWING DEPLETION OF THE RESERVE FUND EVEN IF THE CITY MAY HAVE PREVIOUSLY DONE SO OR MAY DO SO CONTEMPORANEOUSLY WITH RESPECT TO OTHER BONDS OR OBLIGATIONS. Limitation on Reassessments The City's right to levy Reassessments with respect to property within the original AD 161 and AD 162 will end with the 2028/29 tax roll. This occurs prior to the maturity of the Bonds and is as a result of the final maturity date of the Prior Bonds issued for AD 161 and 162. The maturity schedule for the Bonds takes this limitation into account. 25 46 Risks of Real Estate Secured Investments Generally The Bond Owners will be subject to the risks generally incident to an investment secured by real estate, including, without limitation, (i) adverse changes in local market conditions (including as a result of an economic downturn similar to that experienced in 2007 to about 2011), such as changes in the market value of real property in the vicinity of the District,the supply of or demand for competitive properties in such area, and the market value of residential property in the event of sale or foreclosure; (ii) changes in real estate tax rate and other operating expenses, governmental rules (including, without limitation, laws relating to hazardous materials) and fiscal policies; and (iii) natural disasters (including, without limitation,earthquakes,fires and floods),which may result in uninsured losses. No assurance can be given that the individual homeowners will pay the Reassessments in the future or that they will be able to pay such Reassessments on a timely basis. See "RISK FACTORS - Bankruptcy" below, for a discussion of certain limitations on the City's ability to pursue judicial proceedings with respect to delinquent parcels Risks Related to Declines in Home Values Homes within the District were affected by the decline in market value along with the rest of the State during the recent economic crisis. See"THE DISTRICT—Assessed Values"herein. Future declines in home values could result in property owner unwillingness or inability to pay mortgage payments, as well as ad valorem property taxes and Reassessments, when due. Under such circumstances, bankruptcies could occur. Bankruptcy by homeowners with delinquent Reassessments would delay the commencement and completion of foreclosure proceedings to collect delinquent Reassessments. See`Bankruptcy." Valuation of Property in the District The value of the land within the District is a critical factor in determining the investment quality of the Bonds. If there is a default in the payment of the Reassessments, the City's only remedy is to commence foreclosure proceedings on the delinquent property in an attempt to obtain funds to pay the delinquent Reassessment. Further, reductions in assessed value indicating a decline in market value (as described below)may affect the willingness or ability of taxpayers to pay their Reassessments prior to delinquency. Assessed Value. The City has relied on the assessed valuations of the 2014/15 County Assessor's rolls for the valuations for all of the property within the District presented in this Official Statement. Article XIIIA. Pursuant to the California voter initiative process, on June 6, 1978, California voters approved Proposition 13 which added Article XIIIA to the California Constitution. This amendment imposed certain limitations on taxes that may be levied against real property to 1% of the full cash value of the property, adjusted annually for inflation at a rate not exceeding 2% annually. Full cash value is determined as of the 1975/76 assessment year, upon change in ownership (acquisition) or when newly constructed. Article XIIIA has subsequently been amended to permit reduction of the "full cash value" base in the event of declining property values caused by substantial damage, destruction or other factors, and to provide that there would be no increase in the"full cash value" base in the event of reconstruction of property damaged or destroyed in a disaster and in other special circumstances. Reduction in Inflationary Rate. The annual inflationary adjustment, while limited to 2%, is determined annually and may not exceed the percentage change in the California Consumer Price Index (CCPI). Because the Revenue and Taxation Code does not distinguish between positive and negative changes in the CCPI used for purposes of the inflation factor,there was a decrease of 0237% in 2009/10—applied to 26 47 the 2010/11 tax roll — reflecting the actual change in the CCPI, as reported by the State Department of Finance. For each fiscal year since Article XIIIA has become effective (the 1978/79 fiscal year), the annual increase for inflation has been at least 2% except in nine fiscal years (including for the upcoming Fiscal Year 2015/16)as shown below: Tax Roll Pernentaee 1981/82 1.000% 1995/96 1.190 1996/97 1.110 1998/99 1.853 2004/05 1.867 2010/11 (0.237) 2011/12 0.753 2014/15 0.454 2015/16 1.998 Proposition 8 Adjustments. Proposition 8, approved in 1978, provides for the assessment of real property at the lesser of its originally determined(base year) full cash value compounded annually by the inflation factor, or its full cash value as of the lien date, taking into account reductions in value due to damage, destruction, obsolescence or other factors causing a decline in market value. Reductions based on Proposition 8 do not establish new base year values, and the property may be reassessed as of the following lien date up to the lower of the then-current fair market value or the factored base year value. While the assessed value may be reduced by the County Assessor as a result of Proposition 8,the assessed value has no bearing on the calculation of the Reassessments,only on the calculation of ad valorem taxes. As a result of Proposition 8 reductions implemented by the County Assessor, assessed values in the District were reduced by an average of 33% between their high in 2007/08 and their low in 2012/13, although the value of condominiums in AD 162 were reduced by 45%and the values of homes in AD 164 were reduced by 40%during this time. Some of the reductions may be a result of sales of homes at lower values than the assessed value on the tax roll, but the City cannot differentiate between that type of reduction and Proposition 8 reductions. As of the 2014/15 tax roll, the overall assessed values in the District are approximately 80%of the highest values shown on the 2007/08 tax roll. The City cannot guarantee that further reductions in assessed value will not occur in future years. Value-to-Lien Ratios. Value-to-lien ratios have traditionally been used in land-secured bond issues as a measure of the "collateral" supporting the willingness of property owners to pay their special taxes and assessments (and, in effect, their general property taxes as well). The value-to-lien ratio is mathematically a fraction, the numerator of which is the value of the property (usually a market value as determined by an appraiser) and the denominator of which is the "lien" of the assessments or special taxes. A value-to-lien ratio should not, however, be viewed as a guarantee of credit-worthiness. Land values are more volatile in the early stages of a development, and are especially sensitive to economic cycles. A downturn of the economy, such as the recent economic crisis, may depress land values and hence the value-to-lien ratios, thereby increasing risk to investors and lenders. Further, the value-to-lien ratio cited for a bond issue is based on the aggregate value of all parcels in the District. Individual parcels in an assessment district may fall above or below the average, sometimes even below a 1:1 ratio. (With a ratio below 1:1, the property is worth less than the debt on it.) See "THE DISTRICT"and"APPENDIX D" for information on individual parcels' values. Although judicial foreclosure proceedings can be initiated rapidly, the process can take several years to complete, and the bankruptcy courts may impede the foreclosure action. Finally, local agencies may form overlapping community facilities districts or assessment districts. Debt issuance by another entity can dilute value-to-lien ratios. See"THE DISTRICT -Direct and Overlapping Debt." 27 48 The values shown in Table No. 1 and discussed under the heading"THE DISTRICT" and in"APPENDIX D —ASSESSMENT PARCEL LISTING" are based on the County-determined assessed values of property in the District derived from the Fiscal Year 2014/15 County Assessor's assessed valuation of land and improvements, which may or may not be reflective of such property's fair market value or what a property could be sold for at judicial foreclosure. Note particularly in this regard the subsections under this caption "RISK FACTORS" which discuss matters relating to value of a parcel and the discussions under the caption "THE DISTRICT" with respect to lien to value ratios. The City has not undertaken to provide an appraisal of properties within the District. Factors Affecting Parcel Value and Aggregate Values Prospective purchasers of the Bonds should not assume that the land could be sold for its original sales price or its fair market value at a foreclosure sale for delinquent Reassessments. The future value of the land can be expected to fluctuate due to many different, not fully predictable, real estate related investment risk factors, including, but not limited to: general tax law changes related to real estate, changes in competition, general area employment base changes, population changes, changes in real estate related interest rates affecting general purchasing power, changes in allowed zoning uses and density,natural disasters such as floods,earthquakes, fires, landslides, and similar factors. The facts and circumstances concerning the values of the Reassessment Parcels that are of importance are not confined to those relating to individual Reassessment Parcel values because the Bonds are not individually secured by particular Reassessment Parcels. The Bonds are secured by all of the unpaid Reassessments on all of the Reassessment Parcels within the District. Therefore factors which affect all of the Reassessment Parcels should be considered. The following are some of the factors which may affect the market for and value of particular Reassessment Parcels individually, as well as the market for and value of all Reassessment Parcels. Hazardous Substances One of the most serious risks in terms of the potential reduction in the value of the Reassessment Parcels is a claim with regard to a hazardous substance. In general, the owners and operators of Reassessment Parcels may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as"CERCLA" or the "Superfund Act,"is the most well- known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar. Under many of these laws, the owner or operator is obligated to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the Reassessment Parcels be affected by a hazardous substance, is to reduce the marketability and value of the parcel by the costs of remedying the condition,because the purchaser, upon becoming owner,will become obligated to remedy the condition just as is the seller. The property values set forth in this Official Statement do not take into account the possible reduction in value of any of the Reassessment Parcels by reason of the possible liability of the owner or operator for the remedy of a hazardous substance condition of the parcel. It is possible that environmental liabilities currently exist of which the City is unaware. Further, it is possible that liabilities may arise in the future with respect to any of the Reassessment Parcels resulting from the existence, currently, on the parcel of a substance presently classified as hazardous but that has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence,currently on the parcel of a substance not presently classified as hazardous but that may in the future be so classified. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of Reassessment Parcels that is realizable upon a delinquency. 28 49 Geologic,Toyogranhic and Climatic Conditions The value of the Reassessment Parcels in the District in the future can be adversely affected by a variety of additional factors, particularly those which may affect infrastructure and other public improvements and private improvements on the Reassessment Parcels and the continued habitability and enjoyment of such private improvements. Such additional factors include,without limitation, geologic conditions such as earthquakes, topographic conditions such as earth movements, landslides and floods and climatic conditions such as wildfires, droughts and tornadoes. It can be expected that one or more of such conditions may occur and may result in damage to improvements of varying seriousness, that the damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances, the value of the Reassessment Parcels may well depreciate or disappear. The City has adopted a Local Hazard Mitigation Plan. This plan includes a hazard analysis for earthquake, flood, landslide and fire risk and is required to be updated every 5 years to comply with FEMA requirements for disaster relief funding. The current plan was approved in September 2013. The District, like most areas of California, may be subject to unpredictable seismic activity. The occurrence of seismic activity in the District could result in substantial damage to properties in the District, which,in turn,could substantially reduce the value of such properties and could affect the ability or willingness of the property owners to pay their Reassessments. According to the Seismic Safety Element of the City's General Plan, the City is located in a seismically active region and the structures in the District could be impacted by a major earthquake originating from the numerous faults in the area. Seismic hazards encompass both potential surface rupture and ground shaking. The Palm Springs planning area has numerous fault traces that are part of the larger San Andreas Fault Zone,including the Banning Fault,the Palm Canyon Fault and the San Jacinto Fault. Ground rupture occurred along the Banning Fault Zone as a result of a magnitude 5.9 earthquake on July 8, 1986. Only minor damage was sustained by any structures within the City. The San Jacinto Fault approaches within 6.5 miles of the City and is considered to be one of the major branches of the San Andreas Fault system, extending from Cajon Pass (near San Bernardino) into Mexico. The San Jacinto Fault Zone is considered to be the most seismically active fault zone in southern California. The Palm Canyon Fault is exposed in the bedrock in the southeastern portion of the City and has been inferred by researchers as extending northward beneath the City under the alluvium. No evidence is available as to the existence or precise location of the Palm Canyon Fault within the alluvium or regarding its potential activity. The District may be subject to unpredictable climatic conditions, such as flood, droughts and destructive storms. The occurrence of climatic activity of this type in the District could result in substantial damage to properties in the District, which, in turn, could substantially reduce the value of such properties and could affect the ability or willingness of the property owners to pay their Reassessments. Legal Requirements Other events which may affect the value of a Reassessment Parcel include changes in the law or application of the law. Such changes may include, without limitation, local growth control initiatives, local utility connection moratoriums, and local application of statewide tax and governmental spending limitation measures. See"Proposition 218"and"Ballot Initiatives and Legislative Matters"herein. 29 50 Other Possible Claims Upon the Value of a Reassessment Parcel The sufficiency of tax or foreclosure sale proceeds to cover delinquent amounts may also depend on the value of any prior or parity liens and similar claims. While the Reassessments are secured by the Reassessments Parcels, this security only extends to the value thereof that is not subject to priority and parity liens and similar claims relative to the Reassessments. Other governmental obligations, including taxes, assessments, special taxes or other charges, may be authorized and undertaken or issued in the future may become obligations of one or more of the Reassessment Parcels and may be secured by liens on a parity with the liens of the Reassessments securing the Bonds. The lien of the Reassessments is subordinate to all fixed special assessment liens previously imposed upon the parcels in the District,but has priority over all private liens and over all fixed special assessment liens which may thereafter be creased against the parcels in the District. This lien is co-equal to and independent of the lien of general property taxes, including, without limitation,special taxes levied under the Mello-Roos Community Facilities Act of 1982 (being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California,) whenever created against the property. There are currently no special tax liens imposed upon the Reassessment Parcels. The imposition of additional liens on a parity with the Reassessments may reduce the ability or willingness of the landowners to pay the assessment installments and increases the possibility that foreclosure proceeds will not be adequate to pay delinquent assessment installments or the principal of and interest on the Bonds when due. Risks Related to Availability of Mortgage Loans Recent events in the United States and world-wide capital markets have adversely affected the availability of mortgage loans to homeowners, including potential buyers of homes within the District. Any such unavailability could hinder the ability of the current homeowners to resell their homes, or the sale of newly completed homes in the future. Foreclosure and Sale Proceedings The City Council is obligated, under certain conditions set forth in the Fiscal Agent Agreement, to institute foreclosure and sale proceedings against Reassessment Parcels which have delinquent assessment installments. See "SOURCES OF PAYMENT FOR THE BONDS - Repayment of the Bonds - Foreclosure Covenant'herein. Foreclosure proceedings are instituted by the bringing of an action in the superior court of the county in which the Reassessment Parcel lies, naming the owner and other interested persons as defendants. The action is prosecuted in the same manner as other civil actions. Upon judgment of foreclosure the Reassessment Parcel may be offered for sale at a minimum price. The initially established minimum price will be sufficient to cover the amount of the delinquent installments and unpaid interest together with penalties,costs,fees and charges and the costs of execution and sale. The buyer in a foreclosure sale takes the parcel subject to the remaining assessment installments and regular taxes. However, in the event a Reassessment Parcel does not sell for the minimum price the court may modify its judgment and reduce or eliminate the minimum price. In order to do so, however, written notice of a hearing on the matter of reducing or eliminating the minimum price is required to be given to the owners of the Bonds. 30 51 If at the hearing the court determines that such a sale will not result in an ultimate loss to the owners of the Bonds, or if the owners of 75% of the outstanding Bonds by principal amount consent and the sale will not result in an ultimate loss to the non-consenting owners of Bonds, the court may reduce or eliminate the minimum price at which a Reassessment Parcel may be sold. Further, if the owners of 75% of the outstanding Bonds by principal amount consent, the court may reduce or eliminate the minimum price at which a Reassessment Parcel may be sold even if sale below the minimum price will result in an ultimate loss to non-consenting owners of Bonds, provided that the court makes certain additional determinations specified by statute including the reasonable unavailability of any other remedy acceptable to the owners of 75% or more of the outstanding Bonds by principal amount. Upon sale of the Reassessment Parcel for less than the minimum price the remaining unpaid balance of the reassessment on the Reassessment Parcel will be reduced by the difference between the minimum price and the sale price. By such a reduction the aggregate principal amount of the outstanding Bonds may further exceed the aggregate principal amount of the unpaid Reassessments. Further, foreclosure proceedings may be limited in certain cases. See `Bankruptcy" and "FDIC/Federal Government Interests in Properties"herein. Depletion of Reserve Fund Upon the issuance of the Bonds, the Reserve Fund will contain an amount equal to $335,000*, the initial Reserve Requirement. Whenever there are insufficient funds in the Redemption Fund to pay the next maturing installment of principal and interest on the Bonds, the amounts necessary to make up the deficiency, to the extent available, will be transferred from the Redemption Fund to the Fiscal Agent for deposit in the Redemption Fund. Amounts so transferred will be reimbursed to the Reserve Fund if, and when, available from the payments of delinquent installments and from the proceeds of redemption or sale of delinquent parcels which caused the withdrawal. The Reserve Requirement is subject to reduction if,and when, the unpaid balance of the Reassessment on a Reassessment Parcel is prepaid. Upon prepayment of a Reassessment, there will be a mandatory redemption of a corresponding principal amount of Bonds(see"THE BONDS -Redemption"herein). The Reserve Requirement will be reduced to the Reserve Requirement following such mandatory redemption. A reduction in the Reserve Requirement caused by prepayment of an assessment and the mandatory redemption of Bonds is a permanent reduction. The Reserve Fund may be invested, and the investment earnings may be retained in the Reserve Fund, to the extent necessary to maintain the amount therein at the Reserve Requirement. No sources of funds other than such investment earnings and any recoveries of delinquent Reassessments are available to replenish deficiencies in the Reserve Fund. Accordingly, there is no assurance that the amount in the Reserve Fund will, at any particular time, be sufficient to pay, when due, debt service on the Bonds nor that the Reserve Fund will be fully reimbursed for any amounts expended for debt service. Prepayment of Reassessments There is rarely a uniform relationship between the relative value of Reassessment Parcels and the proportionate share of debt service on the Bonds to be bome by such Reassessment Parcels. One of the factors that may affect a significant change in the relationship between the aggregate Reassessment Parcel values and the reassessment is the prepayment before final bond maturity of the remaining balance of the Reassessments on particular Reassessment Parcels. Should the Reassessments *Preliminary,subject to change. 31 52 on Reassessment Parcels having a relatively high ratio of assessed value to reassessment be prepaid, the security for the Bonds, as evidenced by the ratio of the aggregate remaining Reassessment Parcel values to the remaining outstanding Bonds,will be reduced. Bankruptcy Bankruptcy, insolvency and other laws generally affecting creditors' rights could adversely impact the interests of owners of the Bonds in at least two ways. First, the payment of property owners' taxes and the ability of the City to foreclose the lien of a delinquent unpaid Reassessments pursuant to its covenant to pursue judicial foreclosure proceedings may be limited by bankruptcy, insolvency or other laws generally affecting creditors' rights or by the laws of the State relating to judicial foreclosure. See "SOURCES OF PAYMENT FOR THE BONDS -Repayment of the Bonds." In addition,the prosecution of a foreclosure could be delayed due to many reasons, including crowded local court calendars or lengthy procedural delays. Although a bankruptcy proceeding would not cause the Reassessments to become extinguished, the amount of any Reassessment lien could be modified if the value of the property falls below the value of the lien. If the value of the property is less than the lien, such excess amount could be treated as an unsecured claim by the bankruptcy court. In addition, bankruptcy of a person or entity with an interest in the applicable property could result in a delay in prosecuting Superior Court foreclosure proceedings. Such delay would increase the likelihood of a delay or default in payment of delinquent Special Tax installments and the possibility of delinquent Reassessment installments not being paid in full. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel's approving legal opinion) will be qualified, as to the enforceability of the various legal instruments, by moratorium, bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally. Moreover,the ability of the City to commence and prosecute enforcement proceedings may be limited by bankruptcy, insolvency and other laws generally affecting creditors' rights (such as the Soldiers' and Sailors'Relief Act of 1940) and by the laws of the State relating to judicial foreclosure. FDIC/Federal Government Interests in Properties Unless the United States Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the City wishes to foreclose on the parcel as a result of delinquent Reassessments, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Reassessments and preserve the federal government's mortgage interest. In Rust v. Johnson 597 F.2d 174 (9th Cir. 1979), the United States Court of Appeal, Ninth Circuit, held that FNMA (Fannie Mae) is a federal instrumentality for purposes of this doctrine, and not a private entity, and that, as a result, an exercise of state power over a mortgage interest held by Fannie Mae constitutes an exercise of state power over property of the United States. FDIC. In the event that any financial institution making any loan which is secured by real property within the District is taken over by the FDIC, and prior thereto or thereafter the loan or loans go into default,resulting in ownership of the property by the FDIC, then the ability of the City to collect interest and penalties specified by State law and to foreclose the lien of delinquent unpaid Reassessments may be limited. The FDIC's policy statement regarding the payment of state and local real property taxes (the "Policy Statement") provides that property owned by the FDIC is subject to state and local real property taxes only if those taxes are assessed according to the property's value, and that the FDIC is immune from real property taxes assessed on any basis other than property value. According to the Policy Statement, the FDIC will pay its property tax obligations when they become due and payable and will pay claims for 32 53 delinquent property taxes as promptly as is consistent with sound business practice and the orderly administration of the institution's affairs, unless abandonment of the FDIC's interest in the property is appropriate. The FDIC will pay claims for interest on delinquent property taxes owed at the rate provided under state law, to the extent that the interest payment obligation is secured by a valid lien. The FDIC will not pay any amounts in the nature of fines or penalties and will not pay nor recognize liens for such amounts. If any property taxes (including interest) on FDIC-owned property are secured by a valid lien (in effect before the property became owned by the FDIC), the FDIC will pay those claims. The Policy Statement further provides that no property of the FDIC is subject to levy, attachment, garnishment, foreclosure or sale without the FDIC's consent. In addition, the FDIC will not permit a lien or security interest held by the FDIC to be eliminated by foreclosure without the FDIC's consent. The Policy Statement states that the FDIC generally will not pay non-ad valorem taxes, including special assessments,on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent that it purports to secure the payment of any such amounts. The City is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency in the payment of Reassessments on a parcel within the District, if the FDIC has or obtains an interest, although prohibiting the lien of the Reassessments from being foreclosed at a judicial foreclosure sale could reduce or eliminate the number of persons willing to purchase a parcel at a foreclosure sale. Such an outcome could cause a draw on the Reserve Fund and perhaps, ultimately, if enough property were to become owned by the FDIC,a default in payment on the Bonds. Fannie Mae or Freddie Mac. If a parcel of taxable property is owned by a federal government entity or federal government-sponsored entity, such as Fannie Mae or Freddie Mac, or a private deed of trust secured by a parcel of taxable property is owned by a federal goverment entity or federal government- sponsored entity, such as Fannie Mae or Freddie Mac, the ability to foreclose on the parcel or to collect delinquent Reassessments may be limited. Federal courts have held that, based on the supremacy clause of the United States Constitution, in the absence of Congressional intent to the contrary, a state or local agency cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government interest. This means that, unless Congress has otherwise provided, if a federal government entity owns a parcel of taxable property but does not pay taxes and assessments levied on the parcel (including Reassessments), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments. Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the City wishes to foreclose on the parcel as a result of delinquent Reassessments, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Reassessments and preserve the federal government's mortgage interest. No investigation has been made as to whether any governmental entity or government-sponsored entity currently owns or has an Interest in any property in the District. Loss of Tax Exemption As discussed under the caption "LEGAL MATTERS - Tax Matters" herein, interest on the Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the Bonds were executed and delivered as a result of future acts or omissions of the City in violation of its covenants contained in the Fiscal Agent Agreement. Should such an event of taxability occur, the Bonds are not subject to special redemption or any increase in interest rate and will remain outstanding until maturity. 33 54 In addition, Congress has considered in the past, is currently considering and may consider in the future, legislative proposals, including some that carry retroactive effective dates, that, if enacted, would alter or eliminate the exclusion from gross income for federal income tax purposes of interest on municipal bonds, such as the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. The City can provide no assurance that federal tax law will not change while the Bonds are outstanding or that any such changes will not adversely affect the exclusion of the interest on the Bonds from gross income for federal income tax purposes. If the exclusion of the interest on the Bonds from gross income for federal income tax purposes were amended or eliminated, it is likely that the market price for the Bonds would be adversely impacted. IRS Audit of Tax-Exempt Bond Issues The Internal Revenue Service has initiated an expanded program for the auditing of tax-exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the Internal Revenue Service. It is also possible that the market value of the Bonds might be affected as a result of such an audit of the Bonds(or by an audit of similar bonds). No Acceleration Provision The Bonds do not contain a provision allowing for the acceleration of the Bonds in the event of a payment default or other default under the terms of the Bonds or the Fiscal Agent Agreement. Proposition 218 Under the California Constitution, the power of initiative is reserved to the voters for the purpose of enacting statutes and constitutional amendments. Any such initiative may affect the collection of fees, taxes and other types of revenue by local agencies such as the City. Subject to overriding federal constitutional principles, such collection may be materially and adversely affected by voter-approved initiatives,possibly to the extent of creating cash flow problems in the payment of outstanding obligations such as the Bonds. Proposition 218 - Voter Approval for Local Government Taxes - Limitation on Fees, Assessments, and Charges - Initiative Constitutional Amendment ("Proposition 218"), added Articles XIIIC and XIIID to the California Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property-related fees and charges. Proposition 218 states that all taxes imposed by local governments shall be deemed to be either general taxes or special taxes. No local government may impose, extend or increase any general tax unless and until such tax is submitted to the electorate and approved by a majority vote. No local government may impose, extend or increase any special tax unless and until such tax is submitted to the electorate and approved by a two-thirds vote. Proposition 218 also provides that no tax, assessment, fee or charge shall be assessed by any agency upon any parcel of property or upon any person as an incident of property ownership except: (i)the ad valorem property tax imposed pursuant to Article X1II and Article XIIIA of the California Constitution, (ii) any special tax receiving a two-thirds vote pursuant to the California Constitution, and (iii) assessments, fees and charges for property related services as provided in Proposition 218. Proposition 218 then goes on to add voter requirements for assessments and fees and charges imposed as an incident of property ownership, other than fees and charges for sewer, water, and refuse collection services. In addition, all assessments and fees and charges imposed as an incident of property ownership, including sewer, water, and refuse collection services,are subjected to various additional procedures, such as hearings and stricter and more individualized benefit requirements and findings. 34 55 Proposition 218 also provides that the constitutional initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local taxes, assessments, fees and charges. This provision with respect to the initiative power is not limited to taxes imposed on or after November 6, 1996, the effective date of Proposition 218. However, on July 1, 1997, a bill was signed into law by the Governor of the State enacting Government Code 5854,which states: Section 3 of Article XIIIC of the California Constitution, as adopted at the November 5, 1996 general election, shall not be construed to mean that any owner or beneficial owner of a municipal security,purchased before or after that date, assumes the risk of, or in any way consents to, any action by initiative measure that constitutes an impairment of contractual rights protection by Section 10 ofArticle I of the United States Constitution. As a result,although no court has yet considered the relationship between Section 5854 and Article XIIIC, it is likely that Proposition 218 has not conferred on the voters the power to repeal or reduce the Reassessments if such reduction would interfere with the timely retirement of the Bonds. Like its antecedents, Proposition 218 is likely to undergo both judicial and legislative scrutiny before its impact on the District and its obligations can be determined. Certain provisions of Proposition 218 may be examined by the courts for their constitutionality under both State and federal constitutional law. The City is not able to predict the outcome of any such examination. The foregoing discussion of Proposition 218 should not be considered an exhaustive or authoritative treatment of the issues. The City does not expect to be in a position to control the consideration or disposition of these issues and cannot predict the timing or outcome of any judicial or legislative activity in this regard. Interim rulings, final decisions, legislative proposals and legislative enactments may all affect the impact of Proposition 218 on the Bonds as well as the market for the Bonds. Legislative and court calendar delays and other factors may prolong any uncertainty regarding the effects of Proposition 218. Ballot Initiatives and Legislative Measures Proposition 218 was adopted pursuant to a measure qualified for the ballot pursuant to California's constitutional initiative process and the State Legislature has in the past enacted legislation which has altered the spending limitations or established minimum funding provisions for particular activities. From time to time, other initiative measures could be adopted by California voters or legislation enacted by the State Legislature. The adoption of any such initiative or enactment of legislation might place limitations on the ability of the State, the City or local districts to increase revenues or to increase appropriations or on the ability of a property owner to complete the development of the property. Limited Secondary Market There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that such Bonds can be sold for any particular price. Although the City has committed to provide certain statutorily-required financial and operating information, there can be no assurance that such information will be available to Bondholders on a timely basis. The failure to provide the required annual financial information does not give rise to monetary damages but merely an action for specific performance. Occasionally, because of general market conditions, lack of current information, the absence of credit rating for the Bonds or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price. 35 56 Limitations on Remedies Remedies available to the owners of the Bonds may be limited by a variety of factors and may be inadequate to assure the timely payment of principal of and interest on the Bonds or to preserve the tax- exempt status of the Bonds. See"Other Possible Claims Upon the Value of a Reassessment Parcel," "No Acceleration Provision"and"FDIC/Federal Government Interests in Properties"herein. Bond Counsel has limited its opinion as to the enforceability of the Bonds and the Fiscal Agent Agreement to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other similar laws affecting generally the enforcement of creditors' rights, by equitable principles and by the exercise of judicial discretion. The lack of availability of certain remedies or the limitation of remedies may entail risks of delay, limitation or modification of the rights of the owners of the Bonds. 36 57 LEGAL MATTERS Enforceability of Remedies The remedies available to the Fiscal Agent and the Owners of the Bonds upon an event of default under the Fiscal Agent Agreement, or any other document described herein are in many respects dependent upon regulatory and judicial actions which are often subject to discretion and delay. Under existing law and judicial decisions, the remedies provided for under such documents may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified to the extent that the enforceability of certain legal rights related to the Fiscal Agent Agreement is subject to limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally and by equitable remedies and proceedings generally. Approval of Legal Proceedings Jones Hall,A Professional Law Corporation, San Francisco, California, as Bond Counsel, will render an opinion which states that the Fiscal Agent Agreement and the Bonds are valid and binding obligations of the City and are enforceable in accordance with their terms. The legal opinions of Bond Counsel will be subject to the effect of bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights and to the exercise of judicial discretion in accordance with general principles of equity. Certain legal matters will be passed on for the City by Douglas C. Holland,City Attorney, and by Norton Rose Fulbright US LLP,Los Angeles,California,as Disclosure Counsel to the City. Tax Matters In the opinion of Jones Hall,A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, provided, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings. The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Tax Code") that must be satisfied subsequent to the issuance of the Bonds. The City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. If the initial offering price to the public (excluding bond houses and brokers) at which a Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes"original issue discount" for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public(excluding bond houses and brokers)at which a Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes "original issue premium" for purposes of federal income taxes and State of California personal income taxes. De minimis original issue discount and original issue premium is disregarded. 37 58 Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date(with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such Bonds to determine taxable gain upon disposition(including sale,redemption,or payment on maturity) of such Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the Bonds who purchase the Bonds after the initial offering of a substantial amount of such maturity. Owners of such Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition,and the treatment of accrued original issue discount on such Bonds under federal individual and corporate alternative minimum taxes. Under the Tax Code, original issue premium is amortized on an annual basis over the term of the Bond (said term being the shorter of the Bond's maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a Bond is amortized each year over the term to maturity of the Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized Bond premium is not deductible for federal income tax purposes. Owners of premium Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such Bonds. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes. Owners of the Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may have federal or state tax consequences other than as described above. Bond Counsel expresses no opinion regarding any federal or state tax consequences arising with respect to the Bonds other than as expressly described above. The complete text of the final opinion that Bond Counsel expects to deliver upon the issuance of the Bonds is set forth in"APPENDIX E-PROPOSED FORM OF OPINION OF BOND COUNSEL." Absence of Litigation To the knowledge of the City, there is not now known to be pending or threatened any litigation restraining or enjoining the execution or delivery of the Fiscal Agent Agreement,or the sale or delivery of the Bonds or in any manner questioning the proceedings and authority under which the Fiscal Agent Agreement is to be executed or delivered or the Bonds are to be delivered or affecting the validity thereof 38 59 CONCLUDING INFORMATION No Rating on the Bonds; Secondary Market The City has not made, and does not contemplate making, any application for a rating on the Bonds. No such rating should be assumed based upon any other City rating that may be obtained. Prospective purchasers of the Bonds are required to make independent determinations as to the credit quality of the Bonds and their appropriateness as an investment. Should a Bondholder elect to sell a Bond prior to maturity, no representations or assurances can be made that a market will have been established or maintained for the purchase and sale of the Bonds. The Underwriter assumes no obligation to establish or maintain a market for the purchase and sale of the Bonds and is not obligated to repurchase any of the Bonds at the request of the holder thereof. Underwriting Stifel,Nicolaus&Company, Incorporated(the"Underwriter") is offering the Bonds at the prices set forth on the inside front cover page hereof. The initial offering prices may be changed from time to time and concessions from the offering prices may be allowed to dealers, banks and others. The Underwriter purchased the Bonds at a price equal to $ , which amount represents the principal amount of the Bonds less a net original issue discount of $ and less the Underwriter's discount of $ The Underwriter will pay certain of their expenses relating to the offering. Verifications of Mathematical Computations Grant Thornton LLP will verify from the information provided to them the mathematical accuracy as of the date of the closing on the Bonds of (1) the computations contained in the provided schedules to determine that the cash deposits listed in the schedules prepared by the Financial Advisor, to be held in escrow, will be sufficient to pay, when due, the principal, redemption premium and interest requirements of the Refunded Bonds, and (2) the computation of yield on the Bonds contained in the provided schedules used by Bond Counsel in its determination that the interest with respect to the Bonds is exempt from federal taxation. Grant Thornton LLP will express no opinion on the assumptions provided to them, nor as to the exemption from taxation of the interest with respect to the Bonds. The Financial Advisor The material contained in this Official Statement was prepared by the City with the assistance of the Financial Advisor, who advised the City as to the financial structure and certain other financial matters relating to the Bonds. The information set forth herein has been obtained by the City and the Financial Advisor from sources which are believed to be reliable, but such information is not guaranteed by the Financial Advisor as to accuracy or completeness,nor has it been independently verified. Fees paid to the Financial Advisor are contingent upon the sale and delivery of the Bonds. Continuing Disclosure The City will provide annually certain financial information and data relating to the Bonds and the District by not later than March 31 in each year commencing March 31,2016(the"Annual Report"), and to provide notices of the occurrence of certain other enumerated events if deemed by the City to be material. The Financial Advisor will act as Dissemination Agent. The specific nature of the information to be contained in the Annual Report or the notices of material events and certain other terms of the continuing disclosure obligation are found in the form of the City's Disclosure Certificate attached in "APPENDIX C-FORM OF CONTINUING DISCLOSURE CERTIFICATE." The City believes that in the last 39 60 five years it has not failed to comply in all material respects with any previous undertakings with regard to Rule 15c2-12(b)(5)of the Securities and Exchange Commission to provide annual reports or notices of enumerated events. Execution The execution of this Official Statement by the City Manager has been duly authorized by the City of Palm Springs. CITY OF PALM SPRINGS By: City Manager 40 61 APPENDIX A CITY OF PALM SPRINGS INFORMATION STATEMENT General Information The City of Palm Springs is located at the edge of the Coachella Valley in central Riverside County, sited at the base of Mt. San Jacinto. The City is located 107 miles east of Los Angeles and 120 miles west of the Arizona border. Palm Springs covers a geographical area of 96 square miles. Neighboring communities include Palm Desert,Rancho Mirage, Desert Hot Springs and Cathedral City. A major Southern California resort destination, Palm Springs attracts both local vacationers, distant "snowbirds" and permanent retirees. Palm Springs is very much an event-oriented city. The Palm Springs International Film Festival is an annual event. With premieres, parties, conferences and celebrations,this festival epitomizes the Palm Springs lifestyle. The Palm Springs area is well known for its championship golf courses. The Humana Challenge (formerly the Bob Hope Classic), the Kraft Nabisco Championship and the Frank Sinatra Celebrity Invitational Golf Tournament are three well-publicized celebrity events. With over 80 golf courses in the Palm Springs area, the Professional Golf Association holds tournaments in the area several times throughout its annual tour. There are over 200 hotels and inns in Palm Springs and throughout the Coachella Valley. Accommodating vacationers and visitors plays a major role in the City's economy,providing a significant amount of transient occupancy tax and sales tax. General Organization The City of Palm Springs was incorporated as a general law city on April 20, 1938, and, operates under the council/manager form of government. It became a charter city on July 12, 1994. The City is governed by a five-member council consisting of four members each elected at large for four-year alternating terms and a Mayor elected to a four-year term. Positions of City Manager and City Attorney are filled by appointments of the Council. The City of Palm Springs currently employs approximately 403 full-time staff members including sworn officers and fire personnel. Governmental Services Public Safety and Welfam The City of Palm Springs Police Department consists of 132 sworn police officers and non-sworn personnel providing patrol, traffic, animal control and investigations. There are 4 operating fire stations located in and operated by the City, staffed by 57 fire personnel. The City also provides parking control in the downtown business district. Public Services Water is supplied to Palm Springs by the Desert Water Agency. Sewer service is provided by the City. Although the City operates two cogeneration facilities which provide electricity to certain municipally owned facilities, Southern California Edison provides electricity to the citizens of the City of Palm Springs. The City owns and operates the Palm Springs International Airport, with 5 major airlines and 8 regional airlines serving over 1.7 million passengers in 2013. A-I 62 Community Services Other services provided by the City include building permit and inspection, planning and zoning, landscape and public infrastructure maintenance, street cleaning, traffic signal maintenance, municipal code compliance and rent control. Parks and Recreation The City operates the Palm Springs Public Library, a 33,000 square foot facility with over 100,000 items available,as well as free wireless intemet access and downloadable books for Kindle. The Village Green, located in the heart of downtown Palm Springs, includes the Historical Society Museum, the Cornelia White historical site and Ruddy's General Store Museum. The Palm Springs Department of Parks and Recreation provides citizens with a variety of park and recreational services on a year round basis. Facilities include two community centers, eight parks, a dog park, an Olympic size community pool, twelve tennis courts, the 18-hole Tahquitz Creek—Legends golf course and the 18-hole Tahquitz Creek— Resort golf course, a 30,000 square feet skate park and five playgrounds, as well as biking and hiking trails. Frances Stevens Park is home to Palm Canyon Theatre, a regional Actors Equity theatre, and an art/festival center. Community Information The City of Palm Springs is served by the Palm Springs Unified School District, with 16 elementary schools, 5 middle schools, 3 comprehensive high schools, 1 continuation high school, 2 independent study programs, and an extensive adult education program serving the Coachella Valley. In addition, higher education in the Coachella Valley includes the College of the Desert, a local accredited junior college, with a main campus in Palm Desert, and East Valley Center in Indio, and a planned West Valley Campus in Palm Springs. In the nearby City of Palm Desert, a satellite campus of California State University, San Bernardino ("CSUSB") offers curriculum towards a B.A. in various disciplines as well as Bachelor of vocational education; special B.A. in paralegal administration, and 6 masters degree programs, including education and public administration. Teaching credentials are also available. In addition, CSUSB is currently working with local government agencies to select a site for a permanent independent campus in the Coachella Valley. Medical services in the Coachella Valley are provided by a number of local and regional facilities. The Desert Regional Medical Center, located in Palm Springs, is a 367-bed acute care regional medical center that is home to the Coachella Valley's only designated trauma center. Eisenhower Medical Center, in nearby Rancho Mirage, is a health care complex comprised of a 542-bed hospital, the Annenberg Center for Health Sciences at Eisenhower, the Barbara Sinatra Children's Center at Eisenhower and the Betty Ford Center on the Eisenhower campus. The 158-bed JFK Memorial Hospital is part of Tenet,California, and is located in Indio. Palm Springs has many visitor attractions in addition to the weather and championship golf courses. The Palm Springs Aerial Tramway, rising 8,516 feet up Mt. San Jacinto, is the world's largest rotating tramcar. Mt. San Jacinto State Park offers 54 miles of hiking trails located within a 13,000 acre pristine wilderness. Centuries ago, ancestors of the Agua Caliente Cahuilla Indians settled in the Palm Springs area and developed extensive and complex communities in Palm, Murray,Andreas,Tahquitz and Chino Canyons. Many traces of these communities exist in the canyons today, including rock art, house pits and foundations, irrigation ditches,dams,reservoirs,and trails. The Palm Springs Art Museum is located in downtown Palm Springs, and the museum's extensive permanent collection includes significant works by western, contemporary and glass artists, and features temporary exhibitions from internationally acclaimed artists. Located inside the Palm Springs Art Museum, the Annenberg Theater presents an eclectic mix of live events including national touring A-2 63 companies. In addition, the Palm Springs Air Museum offers one of the world's finest collections of functioning World War II aircraft. Palm Springs has several special events that attract visitors from near and far: VillageFest, a weekly street fair held every Thursday along Palm Canyon Drive in the heart of the City's downtown;the Festival of Lights parade; Palm Springs Modernism Week; and the Palm Springs Intemational Film Festival. Founded in 1990 by then Mayor Sonny Bono, the Palm Springs Intemational Film Festival celebrated its 26th anniversary in January 2015. The Festival included over 400 screenings of more than 200 films from approximately 60 countries. The Festival presents a majority of the films submitted for consideration in the Best Foreign Language category for the Academy Awards, as well as a large number of American independent and international features and documentaries marking their world, North American or U.S. debuts. Screenings are held on 15 screens throughout Palm Springs. The Festival's Awards Gala draws the biggest actors and actresses, celebrity filmmakers, media, industry professionals and film fans from all over the world to kick off the winter awards season in style. Transportation Interstate 10 runs adjacent to Palm Springs' northern City limits. This route provides access to the Southern California freeway system to the west, as well as Arizona to the east. Rail freight service is available from Southern Pacific Transportation. Bus services are provided by Continental Trailways, Greyhound Bus Lines and Sunline System, both local and distant. Palm Springs Intemational Airport is the only commercial airport in Riverside County and is served by 5 major airlines. A-3 64 Population The following table provides a comparison of population growth for Palm Springs, surrounding cities and Riverside County between 2010 and 2014. During the winter season, population in Palm Springs increases to approximately 75,000. TABLE NO.A-1 CHANGE IN POPULATION PALM SPRINGS,SURROUNDING CITIES AND RIVERSIDE COUNTY 2010-2014 PALM SPRINGS SURROUNDING CITIES RIVERSIDE COUNTY January 1 Percentage Percentage Percentage Year Population Chance Population Chance Population Change 2010 44,480 142,359 2,179,692 2011 44,829 0.8% 144,996 1.9% 2,205,731 1.2% 2012 45,415 1.3% 147,004 1.4% 2,234,209 1.3% 2013 45,724 0.7% 147,790 0.5% 2,255,653 1.0% 2014 46,135 0.9% 148,758 0.7% 2,279,967 1.1% %Change Between 2010-2014 3.7% 4.5% 4.6% Surrounding cities include Cathedral City,Desert Hot Springs,Palm Desert and Rancho Mirage. Source: State of California, Department of Finance, "E-4 Population Estimates jar Cities, Counties and the State, 2001-2010, with 2000 & 2010 Census Counts" Sacramento, California, November 2012, and "E-4 Population Estimates for Cities, Counties, and the State, 2011-2014, with 2010 Censur Benchmark" Sacramento,California,May 2014. A-4 65 Per Capita Income Per capita income information for Palm Springs, Riverside County, the State of California and the United States are summarized in the following table. TABLE NO.A-2 PER CAPITA INCOME CITY OF PALM SPRINGS,RIVERSIDE COUNTY,CALIFORNIA AND UNITED STATES tq 2009—2013 Year Palm Shrines Riverside County State of California United States 2009 $28,883 $29,651 $41,587 $39,379 2010 35,974 29,612 42,282 40,144 2011 36,875 31,196 44,749 42,332 2012 37,498 32,354 47,505 44,200 2013 36,920 33,278 48,434 44,765 For Riverside County, State of California and United States, per capita personal income was computed using Census Bureau midyear population estimates. Estimates for 2010-2013 reflect county population estimates available as of March 2014. Note: All dollar estimates are in current dollars(not adjusted for inflation). Last updated: November 20,2014-new estimates for 2013:revised estimates for 2001-2012. Source: U.S. Department of Commerce, Bureau of Economic Analysis; and City of Palm Springs Comprehensive Annual Financial Report. A-5 66 Employment As of November 2014, the civilian labor force for the City was approximately 28,100 of whom 26,300 were employed. The unadjusted unemployment rate as of November 2014 was 6.3% for the City as compared to 8.2% for the County and 7.1% for the State. Civilian labor force, employment and unemployment statistics for the City, County, the State and the nation, for the years 2009 through 2013 are shown in the following table: TABLE NO.A-3 CITY OF PALM SPRINGS CIVILIAN LABOR FORCE,EMPLOYMENT AND UNEMPLOYMENT ANNUALAVERAGES Civilian Unemployment Year Labor Force Emoloyment Unemployment Rate 2009 City of Palm Springs 26,300 23,600 2,700 10.4% Riverside County 917,100 794,400 122,800 13.4% California 18,220,100 16,155,000 2,065,100 11.3% United States 154,142,000 139,877,000 14,265,000 9.3% 2010 City of Palm Springs 26,900 23,800 3,100 11.3% Riverside County 939,500 803,300 136,200 14.5% California 18,336,300 16,068,400 2,267.900 12.4% United States 153,889,000 139,064,000 14,285,000 9.6% 2011 City of Palm Springs 27,000 24,100 2,900 10.7% Riverside County 942,200 812,800 129,400 13.7% California 18,417,900 16,249,600 2,168,300 11.8% United States 153,617,000 139,869,000 13,747,000 8.9% 2012 City of Palm Springs 27,400 24,800 2,600 9.4% Riverside County 950,600 835,200 115,400 12.1% California 18,519,000 16,589,700 1,929,300 10.4% United States 154,975,000 142,469,000 12,506,000 8.1% 2013 City of Palm Springs 27,600 25,400 2,200 7.9% Riverside County 953,200 855,300 97,900 10.3% California 18,596,800 16,933,300 1,663,500 8.9% United States 155,389,000 143,929,000 11,460,000 7.4% Source: California State Employment Development Department and United States Bureau of Labor Statistics. A-6 67 The City is located in the Riverside-San Bernardino-Ontario Metropolitan Statistical Area (MSA). As of November 2014,six major job categories constitute 79.6%of the work force. They are service producing (18.1%), government (17.8%), educational and health services (14.8%), leisure and hospitality (11.0%), professional and business services (11.0%), and manufacturing (6.9%). The number of wage and salary workers by industry for each of the years 2010 through 2014 in the MSA is presented in Table No. A-4 below. TABLE NO.A-4 RIVERSIDE-SAN BERNARDINO-ONTARIO MSA WAGE AND SALARY WORKERS BY INDUSTRY"t (in thousands) Industry 2010 2011 2012 2013 2014 Government 233.7 229.1 229.0 229.1 231.0 Other Services 38.2 39.4 40.0 41.1 38.5 Leisure and Hospitality 123.6 125.6 131.9 142.2 143.2 Educational and Health Services 157.0 160.8 176.2 185.3 192.9 Professional and Business Services 127.6 127.9 128.3 133.4 142.7 Financial Activities 40.9 39.9 41.7 41.9 42.1 Information 13.5 11.5 11.4 11.3 11.8 Transportation,Warehousing and Utilities 69.0 70.6 77.7 81.8 86.9 Service Producing Retail Trade 163.0 168.4 173.7 174.1 176.5 Wholesale Trade 48.7 49.3 53.8 56.9 58.5 Manufacturing Nondurable Goods 29.8 29.3 30.0 29.8 30.0 Durable Goods 55.5 55.8 56.8 57.8 59.2 Goods Producing Construction 58.8 59.9 65.6 72.4 71.3 Mining and Logging 1.0 1.1 1.2 1.2 1.2 Total Nonfarm 1,160.3 1,168.6 1,217.3 1,258.3 1,285.9 Farm 14.4 14.4 13.9 14.1 14.0 Total(all industries) LhZ4 1 1$1 1 1�1- 12� 22_4 1299.8 o0 Annually,as of November. Note: The unemployment rate is calculated using unrounded data. Data may not add due to rounding. Source: State of California Employment Development Department, Labor Market Information Division, `Industry Employment&Labor Force-by month March 2013 Benchmark." A-7 68 TABLE NO.A-5 CITY OF PALM SPRINGS MAJOR EMPLOYERS The major employers operating within the City and their respective number of employees as of June 30, 2014 are as follows: Name of Company Employment Twe of Business/Service Desert Regional Medical Center 1,000-4,999 Medical Services Spa Casino 1,000-4,999 Casino Hard Rock Hotel-Palm Springs 500-999 Hotel City of Palm Springs 250-499 Government Services Palm Springs Riviera Resort 250-499 Hotel Care Fusion 250499 Medical Equipment—Manufacturing Walmart Supercenter 250499 Discount Store Desert Sun 250-499 Daily Newspaper Kaplan College 250499 Education Savoury's Inc. 250-499 Full Service Catering Source: City of Palm Springs. A-8 69 Commercial Activity The following table summarizes the volume of retail sales and taxable transactions for the City of Palm Springs for 2008 through 2012 (the most recent year for which statistics are available from the State Board of Equalization for the full year). TABLE NO.A-6 CITY OF PALM SPRINGS TOTAL TAXABLE TRANSACTIONS (in$thousands) 2008-2012 Retail and Retail and Total Taxable Food Services Food Services Transactions Issued Sales Year 0($ 00,$) %Change Permits 0($ 00,$) %Change Permits 2008 $648,728 1,059 $826,056 2.043 2009 579,183 (10.7)% 1,298 763,354 (7.6)% 1,865 2010 610,488 5.4% 1,320 806,540 5.7% 1,869 2011 662,012 8.4% 1,409 880,426 9.2% 1,973 2012 728,329 10.0°/0 1,459 955,731 8.6% 2,036 Source: State Board of Equalization, "Taxable Sales in California." The following table compares taxable transactions for the City of Palm Springs and surrounding cities for the years 2008 through 2012 (the most recent year for which statistics are available from the State Board of Equalization for the full year). TABLE NO.A-7 CHANGE IN TOTAL TAXABLE TRANSACTIONS PALM SPRINGS AND SURROUNDING CITIES (in$thousands) 2008-2012 %Change From CitV 2008 2009 2010 2011 2012 2008-2012 PALM SPRINGS $ 826,056 $ 763,354 $ 806,540 $ 880,426 $ 955,731 15.7% Cathedral City 649,612 546,894 559,069 606,771 648,817 (0.1)% Palm Desert 1,447,663 1,213,935 1,266,834 1,384,208 1,470,982 1.6% Source: State Board of Equalization, "Taxable Sales in California." A-9 70 Taxable transactions by type of business for the City of Palm Springs for 2008 through 2012 (the most recent year for which statistics are available from the State Board of Equalization for the full year) are summarized in Table No.A-8. TABLE NO.A-8 CITY OF PALM SPRINGS TAXABLE TRANSACTIONS BY TYPE OF BUSINESS (in$thousands) 2008-2012 2008 2009 2010 2011 2012 Retail and Food Services Clothing and Clothing Accessories Stores $ 17,289 $ 31,268 $ 33,871 $ 35,678 $ 39,934 General Merchandise Stores 98,333 (') (') M (D Food and Beverage Stores 38,979 41,454 42,565 44,267 49,225 Food Services and Drinking Places 158,015 152,975 160,993 177,414 193,066 Home Furnishings and Appliance Stores 9,067 6,661 9,974 11,699 12,737 Building Materials and Garden Equipment and Supplies 83,112 75,080 77,396 81,638 89,755 Gasoline Stations 126,937 82,493 92,823 103,943 122,154 Other Retail Group of 116,997 189,253 192,866 207,373 221,458 Total Retail and Food Services 648,729 579.184 610,488 662,012 728,329 All Other Outlets 177,327 184,170 196,053 219,415 227,402 Total All Outlets $876 0 S$9�5 Q 582 $9 Note: Detail may not compute to total due to rounding. "Other Retail Group" includes Motor Vehicle and Part Dealers and, beginning in 2009, General Merchandise Stores,because publication of such sales might result in the disclosure of confidential information. Source: California State Board of Equalization, "Taxable Sales in California." A-10 71 Building Activity The following table summarizes building activity valuations for the City of Palm Springs for the five fiscal years 2009/10 through 2013/14. TABLE NO.A-9 CITY OF PALM SPRINGS BUILDING ACTIVITY AND VALUATION 2009/10-2013/14 2009/10 2010/11 2011/12 2012/13 2013/14 Residential $26,296,601 $34,155,766 $32,659,420 $ 63,187,869 $ 71,555,885 Commercial 29,845.959 63,200,296 46.516.379 36,836,647 55,640,146 Total Valuation SSfi.142.5fi0 S97 i5fiAfi2 S79.175J99 S100A24516 S12ZI9fi_031 Number of New Residential Units 40 92 111 162 172 Source: City of Palm Springs. A-11 72 APPENDIX B SUMMARY OF THE FISCAL AGENT AGREEMENT [to be provided by Bond Counsel] B-1 73 APPENDIX C FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate(the"Disclosure Certificate")is executed and delivered by the City of Palm Springs (the "Issuer") in connection with the issuance of its $ City of Palm Springs Limited Obligation Refunding Improvement Bonds, Consolidated Reassessment District No. 2015-1 (the "Bonds")- The Bonds are being issued pursuant to Fiscal Agent Agreement, dated as of March 1, 2015, by and between the Issuer and U.S. Bank National Association (the "Trustee") (the "Fiscal Agent Agreement'). The Issuer covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12. Section 2. Definitions. In addition to the definitions set forth in the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section,the following capitalized terms have the following meanings: "Annual Report" means any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4. "Annual Report Date"means March 31 in each year,beginning March 31,2016. "Dissemination Agent" means Harrell & Company Advisors, LLC, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "Listed Events"means any of the events listed in Section 5(a) or 5(b). "MSRB" means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule. "Official Statement"means the Official Statement dated 2015 relating to the Bonds. "Participating Underwriter" means Stifel, Nicolaus & Company, Incorporated, the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Rule" means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934,as the same may be amended from time to time. C-1 74 Section 3. Provision of Annual Reports. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing March 31, 2016 with the report for the 2014/15 Fiscal Year, provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report which is consistent with the requirements of Section 4. Not later than 5 days prior to the Annual Report Date,the Issuer shall provide the Annual Report to the Dissemination Agent(if other than the Issuer). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date if not available by that date. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). The Dissemination Agent(if other than the Issuer)shall have no duty or obligation to review such Annual Report- (b) If the Issuer does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the Issuer shall provide a notice (or cause the Dissemination Agent to provide) to the MSRB, in an electronic format as prescribed by the MSRB. (c) With respect to each Annual Report,the Dissemination Agent shall: (i) determine each year prior to the Annual Report Date the then- applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and (ii) if the Dissemination Agent is other than the Issuer, file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Certificate,and stating the date it was provided. Section 4. Content of Annual Reports. The Issuer's Annual Report shall contain or incorporate by reference the following: (a) Audited Financial Statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Issuer's audited financial statements are not available by the Annual Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) The following information: (i) The principal amount of Bonds Outstanding as of the December 31 next preceding the Annual Report Date; (ii) The balance in the Reserve Fund, and a statement of the Reserve Requirement,as of the December 31 next preceding the Annual Report Date; (iii) The total assessed value of all parcels within the Reassessment District on which the Reassessments are levied, as shown on the assessment roll of the Riverside County Assessor last equalized prior to the December 31 next preceding the Annual Report Date, and a statement of assessed value-to-lien C-2 75 ratios therefor, either by individual parcel or by categories (e.g., "below 3:1," "3:1 to 4:1,"etc.); (iv) The Reassessment delinquency rate for all parcels within the Reassessment District, as shown on the assessment roll of the Riverside County Assessor last equalized prior to the December 31 next preceding the Annual Report Date, the number of parcels within the Reassessment District delinquent in payment of Reassessments as of the December 31 next preceding the Annual Report Date, the amount of each delinquency, the length of time delinquent and the date on which foreclosure was commenced, or similar information pertaining to delinquencies deemed appropriate by the City; provided, however, that parcels with aggregate delinquencies of $2,000 or less (excluding penalties and interest) may be grouped together and such information may be provided by category; and (v) The status of foreclosure proceedings and a summary of the results of any foreclosure sales as of the December 31 next preceding the Annual Report Date; (c) In addition to any of the information expressly required to be provided under paragraphs(a) and (b) of this Section,the Issuer shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made,not misleading. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Issuer or related public entities, which are available to the public on the MSRB's Internet web site or filed with the Securities and Exchange Commission. The Issuer shall clearly identify each such other document so included by reference. Section 5. Reporting of Listed Events. (a) Reportable Events. The Successor Agency shall, or shall cause the Dissemination (if not the Successor Agency)to,give notice of the occurrence of any of the following events with respect to the Bonds: (1) Principal and interest payment delinquencies. (2) Unscheduled draws on debt service reserves reflecting financial difficulties. (3) Unscheduled draws on credit enhancements reflecting financial difficulties- (4) Substitution of credit or liquidity providers,or their failure to perform. (5) Defeasances. (6) Rating changes. (7) Tender offers. (8) Bankruptcy, insolvency, receivership or similar event of the obligated person (which event is considered to occur when any of the following C-3 76 occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person). (9) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security. (b) Material Reportable Events. The Successor Agency shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: (1) Non-payment related defaults. (2) Modifications to rights of security holders. (3) Bond calls. (4) The release, substitution, or sale of property securing repayment of the securities. (5) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms. (6) Appointment of a successor or additional trustee, or the change of name of a trustee. (c) Time to Disclose. Whenever the Successor Agency obtains knowledge of the occurrence of a Listed Event, the Successor Agency shall, or shall cause the Dissemination Agent (if not the Successor Agency) to, file a notice of such occurrence with EMMA, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections(a)(5) and (b)(3)above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to owners of affected Bonds under the Fiscal Agent Agreement. Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB. C-4 77 Section 7. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 8. Dissemination Aeen[. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be Harrell & Company Advisors, LLC. The Dissemination Agent may resign by providing thirty days prior written notice to the Issuer. Section 9. Amendment. Notwithstanding any other provision of this Disclosure Agreement, the Successor Agency may amend this Disclosure Agreement,provided no amendment increasing or affecting the obligations or duties of the Dissemination Agent shall be made without the consent of such party, and any provision of this Disclosure Agreement may be waived if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to the Successor Agency to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule. Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information,using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate any Participating Underwriter or any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer or the Dissemination Agent to comply with this Disclosure Certificate shall be an action to compel performance. Section 12. Duties, Immunities and Liabilities of Dissemination Aeent, The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent (if other than the Issuer), its officers, directors, employees and agents,harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. C-5 78 The Dissemination Agent shall be paid compensation by the Issuer for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the Issuer from time to time and all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent may conclusively rely upon the Annual Report provided to it by the Issuer as constituting the Annual Report required of the Issuer in accordance with this Disclosure Certificate and shall have no duty or obligation to review such Annual Report. The Dissemination Agent shall have no duty to prepare the Annual Report nor shall the Dissemination Agent be responsible for filing any Annual Report not provided to it by the Issuer in a timely manner in a form suitable for filing with the MSRB. In accepting the appointment under this Agreement, the Dissemination Agent is not acting in a fiduciary capacity to the Holders or Beneficial Owners of the Certificates, the Issuer, the Participating Underwriters or any other party or person. No provision of this Disclosure Certificate shall require the Dissemination Agent to risk or advance or expend its own funds or incur any financial liability. Any company succeeding to all or substantially all of the Dissemination Agent's business shall be the successor to the Dissemination Agent hereunder without the execution or filing of any paper or any further act. Section 13. Beneficiaries. This Disclosure Certificate inures solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriters and holders and beneficial owners from time to time of the Bonds,and creates no rights in any other person or entity. Date: ,2015 CITY OF PALM SPRINGS By: City Manager of the City of Palm Springs DISSEMINATION AGENT Harrell&Company Advisors,LLC By: Its: C-6 79 APPENDIX D ASSESSMENT PARCEL LISTING The following table contains the Reassessment Parcels as of July 1, 2014. The information concerning the ownership was obtained from the County and complied by NBS Government Finance Group and is believed to be reliable, but such information is not guaranteed as to accuracy or completeness, nor has it been independently verified and is not to be construed as a representation by the Financial Advisor, the Underwriter, or the City. D-1 80 CITY OF PALM SPRINGS REASSESSMENT DISTRICT NO.2015-1 Reassessment Value-to- APN Owner Name Land Value Structure Value Total Value Lien` Lien' 669-530-001 WATERMARKE HOMES $ 49,808 $ - $ 49,808 $ 11,420 4.4:1 669-530-002 FARLOW CRAIG LEWIS 61,000 182,000 243"0 11,420 21.3:1 669-530-003 SHUTAK ANDREW M&SHUTAK JANETA 78,972 184,271 263,243 11,420 23.1:1 669-530-004 TORREANO ROBERT&DENEEN KURTIS 82,000 272,000 354,000 11,420 31:1 669-530-005 HAWARA ZAHER M&HAWARA RIAM 96,058 288,176 384,234 11,420 33.6:1 669-530-006 MCKNIGHT TERRY J&BAHORICH BRYAN 120,544 345,561 466,105 11,420 40.8:1 669-530-007 WATERMARKE HOMES 49,807 - 49,807 11,420 4.4:1 669-530-014 FLOOD GLENN E 81,618 244,856 326,474 11,420 28.6:1 669-530 015 KARAMANOUKIAN ALBER K 65,295 153,694 218,989 11,680 18.7:1 669-530-016 GALPEREN JULIE ANNE 100,000 301,000 401,000 11,420 35.11 669-530-017 SALSBURY GREGORY L&SALSBURY KAREN M 87,000 307,000 394,000 11,420 34.5:1 669-530-018 SCIALDONE FRANK&SCIALDONE LINDA 78,523 235,555 314,078 11,420 27.5:1 669-530-019 NICHOLA YVETTE 87,500 262,500 350,000 11,550 30.3:1 669-530-020 JAAR 90,048 270,161 360,209 11,420 31.5:1 669-530-021 ABDELMALIK SABRY S&ABDELMALIK MERVAT M 89,268 267,813 357,081 11,420 31.3:1 669-530-022 BRUNELLE ADD RENEE&CONTRERAS DAVID 76,607 229,835 306,442 11,420 26.8:1 669-530-023 TROUGHTON MICHAEL J&BERAN THOMAS B 86,933 303,495 390,328 11,420 34.2:1 669-530-027 CRAMER MARK T 89,000 267,000 356,000 11,420 31.2:1 669-530-028 WILLIAMS BRIANA 85,385 256,157 341,542 11,420 29.9:1 669-530-029 MCCARTHY REX JOHN 88,000 265,000 353,000 11,420 30.9:1 669-530-030 MOUNTAIN GATE HOMEOWNERS ASSN 68,308 204,926 273,234 11,420 23.9:1 669-530-031 HIRSCH BRADFORD LEE&FEILICH HIRSCH RAN 89,000 264,000 353,D00 11,420 30.9:1 669-530-032 SCHAD DOUGLASC 70,317 210,953 281,270 11,420 24.6:1 669-530-033 GAYRARD ERIC 68,178 2134,542 272,720 11,420 23.9:1 669-530-034 SOHI RAIINDER 67,932 203,798 271,730 11,420 23.8:1 669-530-035 BARTMAN HASKIEL&BARTMAN CELINA 92,000 275,000 367,000 11,420 32.1:1 669-530-036 DESOUSA DEIDRE&UPJOHN HUGH 102,682 308,049 410,731 11,420 36:1 669-530-037 BADHAM NEIL 78,383 235,151 313,534 11,420 27.5:1 669-530-038 ELIKER I CRAIG 75,300 225,911 301,211 11,420 26.4:1 669-530-039 CHIN PHILIP I&CHIN RUBY LEM 87,068 261,216 348,294 11,420 30.5:1 669-530-040 MOCTEZUMA JESUS TRACY 70,317 210,953 281,270 11,420 24.6:1 669-530-041 PASCUA ROBERT&GRUNEISEN SCOTT 85,316 288,661 373,977 11,420 32.7:1 669-530-042 DELOSSANTOS RAFAEL 98,000 296,000 394,000 11,420 34.5:1 669-530-043 TUMANIAN DAVID PATRICK 64,039 192,118 256,157 11,420 22.4:1 669-530-044 MABRY MORRIS A 85,242 283,607 368,849 11,420 323:1 669-530-045 GOTTLIEB WAYNE&GOTTLIEB SETH 81,604 244,819 326,423 11,420 28.6:1 669-530-046 NELSON KEITH D&CEBALLOS ANTONIO 72,829 218,487 291,316 11,420 25.5:1 669-530-047 BOURASSA RONALD 1&BOURASSA JANET L 87,646 262,938 350,594 11,420 30.7:1 669-530-D48 SEWARD NATHAN 1&BODON LISA M 67,113 201,339 268,452 11,420 23.5:1 669-530-049 ALSOP STEVEN THOMAS&ALSOP MAUREEN AURC 79,594 238,764 319,348 11,420 27.9:1 669-530-050 ARRIETAJOHN ANTHONY 84,000 277,000 361,000 11,420 31.6:1 669-53D-051 MANN RUPINDER 83,000 265,000 348,000 11,420 30.5:1 669-530-052 LEWIS DAVID R 92,919 278,759 371,679 11,420 32.5:1 669-530-057 BRENNEMAN GREGORY A&ESTEBAN ELMERA 82,500 247,500 330,000 11,420 28.9:1 669-530-058 PAVELAK COURTNEY&PAVELAK JOHN 104,000 331,000 435,000 11,420 38.1:1 669-530-059 REETZ RANDALL 5&BENDER KEVIN 97,000 319,000 416,000 11,420 36.4:1 669-540-001 SMITH DAVID&SMITH JOSEPHINE SMITH 100,000 317,000 417,000 11,550 36.1:1 669-540-002 APPEL STAN&APPEL CAROL 97,000 299,000 396,000 11,420 34.7:1 669-540-003 MACFARLANE PETER D&SALVAS MARC B 70,442 211,329 281,771 11,420 24.7:1 669-540-004 DIAZ JESUSA&DIAZ JANICED 79,834 239,510 319,344 11,550 27.6:1 669-540-005 GONZALES MATTHEW 106,000 317,000 423,000 11,420 37:1 669-540-006 MARCUM ROBERT BRUCE&MARCUM SHARON L 87,000 260,000 347,000 11,420 30.4:1 669-540-007 DELELYS FRANK JOHN&DIERICKX MARC 70,545 211,636 282,181 11,420 24.7:1 669-540-008 NEWMAN IRVING&NEWMAN MARGEI 85,272 292,218 377,490 11,420 33.1:1 669-540-009 AYOUB EDMUND 68,442 242,609 311,051 11,420 27.2:1 669-540-030 JOHNSON DALE 75,000 226,000 301,000 11,420 26.4:1 669-540-011 HODGE STEPHEN S&MCBRIDE BRIAN K 57,509 172,529 230,038 11,420 20.1:1 669-540-012 HAGER NICHOLASM 72,391 217,178 289,569 11,420 25.4:1 1 Preliminary,Subject to Change. D-2 8 1 CITY OF PALM SPRINGS REASSESSMENT DISTRICT NO.201S�l Reassessment Value-to- APN Owner Name Land Value Structure Value Total Value Lien` Lien' 669-540-013 KIEU JEFFREY Q&ROHRING BRETTF 70,545 211,636 282,191 11,420 24.7:1 669-540-014 WEECH CRAIGM 72,391 217,177 289,568 11,420 25.4:1 669-540-015 CASAGRANDE MARK R&CASAGRANDE DEBORAH 62,758 188,275 251,033 11,420 22:1 669-540-016 KOLASA DANIEL 1&KOLASA HELEN A 83,000 248,000 331,000 11,420 29:1 669-540-017 DERSARKISSIAN ZAREH&DERSARKISSIAN ANOU 78,279 234,850 313,129 11,420 27.4:1 669-540-018 POPOLOJULIO CESAR&POPOLO FLORIDALMA 82,615 253,493 336,108 11,420 29R:1 669-540-019 TUMANIAN PETROS 90,031 270,102 360,133 11,420 31.5:1 669-540-020 COLLEY CASEY C 60,018 180,058 240,076 11,420 21:1 669-540-021 H&E VISTA PROP 74,335 247,116 321,451 11,420 28.1:1 669-540-022 H&E VISTA PROP 97,440 292,321 389,761 11,420 34.1:1 669-540-023 CCC BUSINESS 61,860 185,588 247,448 11,420 21.7:1 669-540-024 EWING MARCA 93,000 327,000 420,000 11,420 36.8:1 669-540-025 RHOADES RONNIE E 97,500 292,500 390,000 11,420 34.2:1 669-540-026 DU HONG LIN&KONG%IAO TANG 92,500 277,500 370,000 11,420 32.4:1 669-540-027 WHEELOCK ALFREDO&WHEELOCKYUKO S 80,552 241,660 322,212 11,420 28.2:1 669-540-028 BIEGLER CHRISTOPHER J 84,000 251,000 335,000 11,420 29.3:1 669-540-029 JOHNSON FORRESTA&JOHNSON GENEVA CAROL 84,000 252,000 336,000 11,420 29.4:1 669-540-030 GERBERSHAGEN JUDITH E 98,000 295,000 393,000 11,420 34.4:1 669-540-031 MANDIC LUKA&MANDICANNA 75,379 265,951 341,330 11,420 29.9:1 669-540-032 MCDONALD WENDY 102,000 308,000 410,000 11,420 35.9:1 669-540-033 FREIBERG GUSTAV&FREIBERG ANDRA 77,000 238,000 315,000 11,420 27.6:1 669-550-001 GIAFFO AHMET&GIAFFO AMPARV 54,620 163,416 218,036 8,536 25.5:1 669-550-002 CARZOLA JORGEB 54,585 163,768 218,353 8,536 25.6:1 669-550-003 ENDRAWS NASHAAT&ENDRAWS HANAN 45,069 135,212 180,281 8,536 21.1:1 669-550-004 ARNDS BRIAN LEE&HASTINGS JEFFREY SCOTT 76,000 231,000 307,OD0 8,536 36:1 669-550-005 SCHILLING PATRICIA LYNN 58,403 211,073 269,476 8,536 31.6:1 669-550-006 TURNER JOHN S&HAMMOND JOHN HL 82,000 247,000 329,000 8,536 38.5:1 669-550-007 MACALALAD LYDIA B 73,610 218,996 292,606 8,536 34.3:1 669-550-008 MACALALAD LYDIA&EUSTAQUIO RENATO 72,000 216,000 288,000 8,536 33.7:1 669-550-009 RASMUSSEN TIMOTHY ALLEN&BARNES TERRY 74,319 222,965 297,294 8,666 34.3:1 669-550-010 KARAMANOUKIAN ALBER K 45,979 137,940 183,919 8,536 21.5:1 669-550-011 BROUWER DOUGLAS SCOTT 68,862 206,589 275,451 8,536 32.3:1 669-550-012 RANDOLPH BRETT&RANDOLPH CAROLYN A 97,250 291,750 389,000 11,420 34.1:1 669-550-013 BRIGHT RANDY A&ROBERTS AARON R 94,060 282,183 376,243 11,420 32.9:1 669-550-014 PAMBUCKCHYAN GINA 87,395 270,617 358,012 11,420 31.31 669-55D-015 BOTROS NABIL&BOTROS ASPHAHAN 65,319 195,960 261,279 11,420 22.9:1 669-550-016 HIRSCH BRADFORD&FEILICH HIRSCH RANDI 88,530 265,597 354,127 11,420 31:1 669-550-017 FRANTZEN MARCIA M 96,D00 294,000 390,000 11,420 34.2:1 669-550-018 GADALLA HANY&ABDELMALIK GENEVIEVE 99,000 330,000 429,000 11,420 37.6:1 669-550-019 JUMAMIL ROSELLE I&JUMAMIL PERFECTO N 92,668 278,006 370,674 11,420 32.5:1 669-550-020 SHEPHERD DONNA)&SU HUI YANG 1G4,630 313,868 418,498 11,420 36.6:1 669-550-021 MONTIEL DENISE M&NEIHEISEL EIREANN 100,202 300,608 400,810 11,420 35.1:1 669-550-022 VALENZUELA WILLIAM E 90,818 289,878 380,696 11,420 33.3:1 669-550-023 SCHWENK DANIELJ 97,000 293,000 390,000 11,420 34.2:1 669-550-024 TATARIAN SARKIS&TATARIAN MARINE 77,338 232,025 309,363 11,420 27.1:1 669-550-025 TOWNSEND BENJAMIN HARRIS 62,706 182,896 245,602 11,420 21.5:1 669-550-026 STOCKTON CORY&STOCKTON CHRISTI 64,273 226,637 290,910 11,420 25.5:1 669-550-027 NADEAU MICHAEL 1&NADEAU BARRY P 96,686 290,060 386,746 11,420 33.9:1 669-550-028 REYNALDS WILLIAM BRENT 78,784 236,358 315,142 11,420 27.6:1 669-550-029 YAMBAO MIENRADO&YAMBAO EDNA 86,000 258,000 344,000 11,420 30.1:1 669-550-030 COOPER MARGARET V 87,000 259,000 346,000 11,420 30.3:1 669-550-031 HENDERSON ROLLAN D&HENDERSON CRYSTAL D 89,113 273,782 362,895 11,420 31.8:1 669-550-032 CHEN BO&GRAINGER MICHAEL 76,748 273,240 349,988 11,420 30.6:1 669-550-033 YOUNG ANITA LOUISE&YOUNG EFRAIM AARON 75,573 226,725 302,298 11,420 26.5:1 669-550-034 STAHR KRISTIN LEE&GIROUD TRICIA ANN 98,000 351,000 449,000 11,420 39.3:1 669-550-035 ALOTIS RAQUEL&HANCHETT NICHOLE 47,388 142,167 189,555 8,536 22.2:1 669-550-036 MANDICPHILIP 55,663 200,446 256,109 8,536 30:1 669-550-037 MATOSSIAN VIRGINIA S 63,850 191,563 255,413 8,536 29.9:1 e Preliminary,Subject to Change. D-3 n 2 CITY OF PALM SPRINGS REASSESSMENT DISTRICT NO.2015-1 Reassessment Value-to. APN Owner Name Land Value Structure Value Total Value Lien' Lien' 669-550-038 MORGAN MICHAEL&BOTROS SHERINE 62,000 188,000 250,000 8,536 29.3:1 669-550-039 NICHOLS LAMES L 44,571 133,714 178,285 8,536 20.9:1 669-550-040 OLSON CLIFFORDG 71,000 213,000 284,D00 8,536 33.3:1 669-550-041 MORRIS KENNETH E&HOSTERMAN JAMES 47,213 142,644 189,857 8,536 22.2:1 669-550-042 SCHEIDELL THEODORE F&PAHOLSKI LORIN M 62,000 188,000 250,000 8,536 29.3:1 669-550-043 MILLER GEORGE D&MILLER MARJORIE G 62,000 188,000 250,000 8,536 29.3:1 669-550-044 SILVER DAVID M N&SILVER LUBA 64,763 194,303 259,066 8,536 30AA 669-550-045 WALSH PATRICK M 71,000 213,000 284,000 8,536 33.3:1 669-560-001 COLLINS ROBERT JOSEPH 67,250 201,750 269,000 7,345 36.6:1 669-560-002 DASKAM ANN 61,097 183,303 244,400 7,345 33.3:1 669-560-003 AGUIRRE ISABEL 49,000 147,000 196,000 7,345 26.7:1 669-560-004 MARLOWE ANITA BLUE 59,000 176,000 235,000 7,345 32:1 669-560-005 REYNOSO FRANCO JOSE DE JESUS&REYNOSO R 58,271 174,823 233,094 7,345 31.7:1 669-560-006 STEFFEN HARVEY&MILFORD STEFFEN SHERRY 44,642 133,934 178,576 7,345 24.3:1 669-560-007 THOMPSON ANTHONY CORNELL 68,725 206,190 274,915 7,345 37.4:1 669-560-008 MOLINA JOSE JOAQUIN&MOLINA ANN LOUISE 69,000 208,000 277,000 7,345 37.7:1 669-560-009 BROWN DAVID S&RUPEE AARON D 47,464 142,393 189,857 7,345 25.8:1 669-560-010 BROWN MARJORIE 58,000 174,700 232,700 7,345 31.7:1 669-56D-011 RODRIGUEZ RICHARD MICHAEL 55,000 180,000 235,000 7,345 32:1 669-56D-012 CASTILLO SUGUI T&TEAPILA KARLA 44,224 132,674 176,898 7,345 24.1:1 669-560-013 MARDIAN KENNETH P 43,546 130,640 174,186 7,345 23.7:1 669-560-014 DOLOR ALFRED M&GONZALES RUBEN S 61,477 182,384 243,861 7,345 33.2:1 669-560-015 SANCHEZ MICHAEL I 46,387 139,170 185,557 7,345 25.3:1 669-560-016 CHACON CHARLES SANCHEZ 52,255 156,768 209,023 7,345 28.5:1 669-560-017 JANAS STANLEY 1 56,000 199,000 255,000 7,345 34.7:1 669-560-018 YOON ROY&YOON LYDRA 58,000 177,000 235,000 7,345 32:1 669-560-019 DOMENGI N E ROBERT L 46,964 140,905 187,869 7,345 25.6:1 669-560-020 GALLAGHER CHARLES L 68,000 206,000 274,000 7,345 37.3:1 669-560-021 DEGENHARDT NEIL&HAMEL LOREEN 50,462 151,389 201,851 7,345 27.5:1 669-560-022 MACKENZIE) 50,015 150,049 200,064 7,605 26.3:1 669-560-023 HAUGEN LEE E 49,000 147,000 196,000 7,345 26.7:1 669-560-024 AGUIRRE ISABEL 54,290 162,884 217,174 7,345 29.6:1 669-560-025 MARCHESI EARL 64,000 191,000 255,000 7,345 34.7:1 669-560-026 BREGMAN DAVID&BREGMAN TRICIA 36,501 109,506 146,007 7,345 19.9:1 669-560-027 STRIJEK RONALD L&STRJEK KATHLEEN A 64,382 193,158 257,540 8,536 30.2:1 669-560-028 EPPS HIRAM&EPPS MARCHELLE ANN 55,427 166,294 221,721 8,536 26:1 669-560-029 BRAZIL DEAN&BRAZIL CATHY 56,505 169,516 226,021 8,536 26.5:1 669-560-030 ST JOHN MIA 66,250 198,750 265,000 8,666 30.6:1 669-560-031 BENNETT JOHNW 64,539 194,679 259,218 8,536 30.4:1 669-560-032 MILLIGAN ALAN WILLIAM&HANNON LORNA JEA 62,000 188,000 250,000 8,536 29.3:1 669-560-033 ROTONDO SHARON L 59,975 179,939 239,914 8,536 28.1:1 669-560-034 SIEGEL JOHN WILLIAM&SIEGEL RENEA LEISA 41,590 124,777 166,367 8,536 19.5:1 669-560-035 ATON TERRANCEG 68,000 206,000 274,DD0 8,536 32.1:1 669-56D-036 CACHIA VICTOR 61,876 195,642 247,518 8,536 29:1 669-560-037 CLEMENTS WILLIAM F 60,403 181,219 241,622 8,536 28.3:1 669-560-038 CALLOWAY KATHIE&MCFADDEN VICKI 62,000 188,000 250,000 8,536 29.3:1 669-560-039 TOSSMAN AIAN&TOSSMAN MARIBEL 60,970 182,922 243,892 8,536 28.6:1 669-560-040 HARRIS NAOMI DAWNE&HARRIS MARLIN 59,492 178,480 237,972 8,536 27.9:1 669-560-041 MCLEAN KELLY 41,186 123,558 164,744 8,536 19.3:1 669-560-042 KLEINHAUS ROBERTAJ 47,000 174,000 221,000 8,536 25.9:1 669-560-043 BUCHER THOMAS F&KAY PAULJ 57,761 173,283 231,044 8,536 27.11 669-560-044 TUAZON MARIO T&TUAZON EVELYN A 66,110 198,347 264,457 8,536 31:1 669-560-045 BROWN SUSAN WENDY 60,313 180,955 241,268 8,536 28.3:1 669-560-046 LEM HOWARD&LEM MAY 62,189 186,582 248,771 8,536 29.1:1 669-560-047 HOFFMANN FRANK&MATUT HOFFMANN RACHEI 73,456 220,370 293,826 8,536 34.4:1 669-560-048 GUZMAN YOLANDA 66,009 198,036 264,045 8,536 30.9:1 669-560-049 VALDEZ NICOLAS R 49,694 149,083 198,777 8,536 23.3:1 669-560-OSO MIKES CAROLEL 52,511 157,536 210,047 8,536 24.6:1 'Preliminary,Subject to Change. D-4 83 CITY OF PALM SPRINGS REASSESSMENT DISTRICT NO.2015-1 Reassessment Value-to- APN Owner Name Land Value Structure Value Total Value Lien' Lien' 669-560-051 GEZUBEUYUKIAN PUZANT&GEZUBEUYUKIAN NW 62,000 188,000 250,000 8,536 29.3:1 669-560-052 SALIB LABIB A&SALE;MAGGIE A L R 51,993 155,983 207,976 8,536 24.4:1 669-560-053 SALIB LABIB A&SALIB NABILA S 65,815 197,457 263,272 8,536 30.8:1 669-560-054 POURZAND SAIED&POURZAND SOUMIA B 71,250 213,750 285,000 8,536 33.4:1 669-560-055 VASQUEZ ROBERT 63,000 187,000 250,000 8,536 29.3:1 669-560-056 FRIEDMAN KENNETH WAYNE 56,174 168,525 224,699 8,536 26.3:1 669-560-057 SHOOK MARK RANDALL 48,699 146,099 194,797 8,536 22.8:1 669-560-058 SEGOVIA LUIS 64,946 194,945 259,791 8,666 30:1 669-560-059 KARAMANOUKIAN ALBER 65,000 195,000 260,000 8,536 30.5:1 669-560-060 BOTROS NABIL&BOTROS ASPHAHAN SHARK 57,775 173,330 231,105 8,536 27.1:1 669-560-061 WINBIGLER RANDY OWEN 63,067 189,213 252,290 8,536 29.6:1 669-560-062 SUKHIJA HARPAL S&SUKHIJA ALKA 62,000 188,000 250,000 8,536 29.3:1 669-560-063 PUTTHIPORN TANES&BECKERT LOUISW 46,637 139,914 186,551 8,536 21.9:1 669-560-064 BRYANT MICHAELD 62,030 186,091 248,121 8,536 29.1:1 669-560-065 FLORES BERNARD&BEROAN GLENDALE 41,497 124,492 165,989 8,536 19.4:1 669-560-066 DOUGLAS WENDY&DOUGLAS KATHY 62,190 186,589 248,779 8,536 29.1:1 669-560-067 BALTAIAN GABRIEL&BALTAIAN ANGELIKA 59,684 179,053 238,737 8,536 28:1 669-560-068 GOLDER ERICJ 52,647 155,840 208,487 8,536 24.4:1 669-560-069 WHITE MADELYN MARY 61,108 183,343 244,451 8,536 28.6:1 669-560-070 TRINIDAD IMELDA T&TRINIDAD ALFREDO O 70,495 211,495 281,990 8,536 33:1 669-560-071 SEBTI ESMAEIL&HAN SEBTI THERESA S 65,377 196,145 261,522 8,536 30.6:1 669-560-072 ARUGAY NOEL F 59,000 176,000 235,000 8,666 27.1:1 669-560-073 AGUIRRE RAMIRO&CASTILLO ROSAE 49,000 147,000 196,000 8,536 23:1 669-560-074 UNTARYA YVETTE D&UNTARYA DAVID 68,000 206,000 274,000 8,796 31.1:1 669-560-075 COLLINS ROBERT H 55,110 165,334 220,444 8,536 25.8:1 669-560-076 TORABIAN UNIDA 71,000 213,000 284,000 8,536 33.3:1 669-560-077 TONKS GARY&TONKS SHIRLEY 74,000 224,000 298,000 8,536 34.9:1 669-570-001 QUINN EDWARD M&QUINN CLAUDIA H 105,000 314,000 419,000 11,420 36.7:1 669-570-002 ZURAS MICHAEL J&BROWN RONDAL E 100,000 300,000 400,000 11,420 35:1 669-570-003 MICKELSON RAY A&MICKELSON BLANCHE K 78,145 165,461 243,606 11,420 21.3:1 669-570-004 PIUREK JOHN W&BONETA THAIS D 95,000 295,000 390,000 11,420 34.2:1 669-570-005 LEGAU%DENISE 79,000 279,000 358,000 11,420 31.3:1 669-570-006 CHEMISTRUCK DANIEL S 62,532 187,597 250,129 11,420 21.9:1 669-570-007 KERTENIAN DANIEL&KERTENIAN SUZY 94,578 258,291 342,869 11,420 30:1 669-570-008 PURCELL RODNEYE 90,000 270,000 360,000 11,420 31.5:1 669-570-009 THURMAN JOHN D&SMITH GINA M 65,319 231,617 296,936 11,420 26:1 669-57O-010 GODFREY RICHARD W&YBARRA ANNEUSE 95,000 323,000 418,000 11,420 36.6:1 669-57D-011 HURTARTE JORGE&HURTARTE LILLIAN 85,000 255,000 340,000 11,420 29.8:1 669-570-012 MULLOY CHRIS 97,000 319,000 416,000 11,420 36.4:1 669-570-013 HOGUE RONALD E&HOGUE SANDRA LEE 84,915 254,747 339,662 11,420 29.7:1 669-570-014 DUHON GRANT 93,978 291,937 375,915 11,420 32.9:1 669-570-015 COCHRAN TIMOTHY&EPPS MARY ELLEN 94,000 252,000 336,000 11,420 29A:1 669-570-016 CARINO ERNESTO N&CARINO BETTY E 96,000 287,000 383,000 11,420 33.5:1 669-570-017 CRIBBS JUDITH MARIE&MILLER TERRI LEA 80,000 243,000 323,000 11,420 28.3:1 669-570-018 CARRERA CARLOS S&ALBRIGHT KAREN 104,000 311,000 415,000 11,420 36.3:1 669-570-019 ESCLOVEN ALBERTINE 97,000 333,000 430,000 11,420 37.7:1 669-570-020 KUYKENDALLJOHN B&KUYKENDALL ELIZABETH 104,000 312,000 416,000 11,420 36.4:1 669-570-021 EWING MARCA 87,000 306,000 393,000 11,420 34.4:1 669-570-022 KASKO ANDREM 104,000 313,000 417,000 11,420 36.5:1 669-570-023 ROYINDRANI 98,187 294,566 392,753 11,420 34.4:1 669-570-024 MCGAUGHY RENEE E 87,977 263,934 351,911 11,420 30.8:1 669-570-025 SWANK KEVIN&SWANK COLLEEN M 84,000 253,DD0 337,000 11,420 29.5:1 669-570-026 BRAWLEY RICHARD&YOE EDWARD 91,000 312,000 403,000 11,420 35.3:1 669-570-027 OCONNELL DANIEL E&OCONNELL SUSAN C 80,000 278,000 358,000 11,420 31.3:1 669-570-028 ZHANG LI&DING LU QIU 99,449 298,348 397,797 11,420 34.8:1 669-570-029 JORDAN WOLFGANG&JORDAN EDITH 124,SO0 290,500 415,000 11,420 36.3:1 669-570-030 MARTIROSSIAN RIPSIME 84,238 252,716 336,954 11,420 29.5:1 669-570-031 YAKHSZYAN HARUT&BABAYAN GAYANA 75,023 225,076 300,099 11,420 26.3:1 Preliminary,Subject to Change. D-5 9 4 CITY OF PALM SPRINGS REASSESSMENT DISTRICT NO.2015-1 Reassessment Value-to- APN Owner Name Land Value Structure Value Total Value Lkm* Lien' 669-570-032 JAMESJOYCE ANN 97,000 293,000 390,000 11,420 34.2:1 669-570-033 PAVELAK JOHN WALTER&PAVELAK KRISTINE A 55,249 163,740 218,989 11,420 19.2:1 669-570-034 SPENCER RONALD DAVID&SPENCER BEVERLY B 96,058 293,701 389,759 11,420 34.1:1 669-570-035 ALFANO MADELYN 53,767 161,303 215,070 11,420 18.8:1 669-570-036 NAPOLI MICHAELI 98,000 309,000 407,000 11,420 35.6:1 669-57D-037 MCPHERSON SCOTT A&MCPHERSON LISA M 94,541 283,631 378,172 11,420 33.1:1 669-570-038 WASCHAK JOHNS 84,130 252,390 336,520 11,420 29.5:1 669-570-039 PARSAEI SIROUS&FASSAII IRANDOKHT KAMKA 104,000 313,000 417,000 11,420 36.5:1 669-570-040 PENDLETON CHARLES HERBERT 100,000 302,000 402,000 11,420 35.2:1 669-570-041 CARING ERICJACOB&CARINO RACHAEL 94,000 253,000 337,000 11,420 29.5:1 669-570-042 HABIBIPOUR SATED&HABIBIPOUR CYNTHIA 109,000 328,000 437,000 11,420 38.3:1 669-570-043 VILLANUEVA KATHARINA&PETROSYAN MIKAEL 93,422 280,266 373,688 11,550 32.4:1 669-580-001 UNDERWOOD BOB 59,940 179,822 239,762 11,420 21:1 669-580-002 MCKENDELL EVERETT M&MCKENDELL EMELDA N 88,000 264,000 352,000 11,420 30.8:1 669-580-003 CHENG HSIAO JUNG 84,000 253,000 337,000 11,420 29.5:1 669-580-004 RADA GEORGENE MELANIE 93,000 317,000 410,000 11,420 35.9:1 669-580-005 JONES PERRY&JONES MONICA KENNEDY 100,454 291,316 391,770 11,420 34.3:1 669-580-006 BERNIER CHRISTOPHER I&CULLEYJAMESC 49,119 172,445 221,564 8,536 26:1 669-580-007 SALIB HOSSAM&SALIB MAGY 49,489 146,363 195,852 8,536 22.9:1 669-580-008 CORBIN RICK&MARINO CORBIN CHRISTINE 71,000 213,000 294,000 8,536 33.3:1 669-580-009 SUKHIJA HARPAL S&SUKHIJA ALKA 62,000 188,000 250,000 8,536 29.3:1 669-580-010 RODRIGUEZ PRIETO JULIO CESAR 59,200 177,610 236,810 8,536 27.7:1 669-580-011 KERTENIAN DANIEL&KERTENIAN SUZY 71,000 214,000 285,000 8,536 33.4:1 669-580-012 VOSS WARREN E 72,000 216,000 288,000 8,536 33.7:1 669-580-013 MINSTER YAFFA 69,000 207"0 276,000 8,536 32.3:1 669-580-014 LIN MEIHUA 72,000 215,000 287,000 8,536 33.6:1 669-580-015 OWEN JEFF DAVID&OWEN SONIAD 54,868 164,606 219,474 8,536 25.7:1 669-580-016 BROWN PAULJ&BROWN DEBRA M 65,000 205,000 270,000 8,536 31.6:1 669-580-017 KIRK ALEXANDER 49,975 149,927 199,902 8,536 23.4:1 669-580-018 GOICOJOSE 71,000 215,000 286,000 8,536 33.5:1 669-580-019 LEVINE CARY&LEVINE WANDA 59,016 177,050 236,066 8,536 27.7:1 669-580-020 AVALOS GLADYS E 76,345 229,035 305,380 8,536 35.8:1 669-580-021 VONWASMUTH RICHARD K&ARMS MATTHEW M 71,000 215,000 286,000 8,536 33.5:1 669-580-022 MOOREHEAD RUSSELL P&MOOREHEAD BRENDA 46,108 138,325 184,433 8,536 21.6:1 669-580-023 POMPILIO GIUSEPPE&POMPILIO MICHELANGEL 46,000 139,000 185,000 8,536 21.7:1 669-580-024 PARDO DARRYL ROBERT 56,505 169,516 226,021 8,536 26.5:1 669-580-025 BOTROS SAMIH NABIL&BOTROS SYLVIA S 42,587 127,764 170,351 8,536 20:1 669-590-026 BLACK LARRY A 71,000 213,000 294,000 8,536 33.3:1 669-580-027 TORRES ENRIQUE OSCAR&DELBOCA ANABELLA 62,000 188,000 250,000 8,536 29.3:1 669-580-028 FREUND BARBARA 51,231 148,571 199,802 8,536 23.4:1 669-580-029 LEWIS JAMESE 56,505 169,516 226,021 8,536 26.5:1 669-580-030 EDDINGTON MICHAEL 40,181 120,544 160,725 8,536 18.8:1 669-580-031 SALIB IHAB&SALIB MAURA 47,908 143,730 191,638 8,536 22.5:1 669-580-032 FLORESCA CHRIS M&FLORESCA IMELDA A 62,000 188,000 250,000 8,536 29.3:1 669-580-033 FERRACCIOLI LEONARD J 73,000 221,000 294,000 8,536 34.4:1 669-580-034 LONG ERIK D 68,000 206,000 274,000 8,536 32.1:1 669-580-035 MURPHY MICHAELK 70,000 212,000 282,000 8,792 32.11 669-580-036 CALABA FRANK V 72,829 218,487 291,316 8,536 34.1:1 669-580-037 ZOLLARS RICHARD D REV LIVING TRUST&ZOL 76,000 229,000 305,000 8,792 34.7:1 669-580-038 PAIN GUY 56,077 168,234 224,311 8,536 26.3:1 669-580-039 CUTTINEAUX MICHAEL J&ONEIL EDWARDC 69,000 206,000 275,000 8,536 32.2:1 669-580-040 ROHANI ARSHAD SEAN 43,033 129,103 172,136 8,796 19.6:1 669-580-041 DCDONOUGH KEITH M&JENSEN MARK P 48,669 176,146 224,815 8,536 26.3:1 669-580-042 KIM SEJA CHANG 71,076 213,229 284,305 11,420 24.9:1 669-580-043 YOUNG BROOKS J&YOUNG TERESA M 102,000 308,000 410,D00 11,420 35.9:1 669-580-044 INGERSOLL EL17ABETH 97,000 293,000 390,000 11,420 342:1 669-580-045 REINHOLD JAMESR 89,000 268,000 357,000 11,420 31.3:1 669-580-046 TATARYAN TRDAT TED&CHILIAN MARINE 95,000 315,000 410,000 11,420 35.9:1 Preliminary,Subject to Change. D-6 p C CITY OF PALM SPRINGS REASSESSMENT DISTRICT NO.2015-1 Reassessment Value-to- APN Owner Name Land Value Structure Value Total Value Lien' Lien` 669-580-047 RENTZ STEPHEN B&RENTZ WANDA L 107,485 321,452 428,937 11,42D 3Z6:1 669-580-048 TROST KATHERINE 91,664 274,992 366,656 11,420 32.1:1 669-580-049 ADAMS ION ROBERTS 96,000 287,000 383,000 11,420 33.5:1 669-580-050 MCBAIN JOHN T&BLOCHOWSKI KENNETH R 121,500 283,500 405,000 11,420 35.5:1 669-580-051 WILLIAMS BRIANA 59,428 178,285 237,713 11,420 20.8:1 669-580-052 TEICHERT ALFRED E&TEICHERT RAMONA C 102,000 308,000 410,000 11,420 35.9:1 669-580-053 AKMAKIIAN ZAVEN&AKMAKJIAN SILVA 95,000 285,000 380,000 11,420 33.3:1 669-580-054 SIMPSON DAVID L&SIMPSON MARLYS J 63,177 192,924 256,101 11,420 22.4:1 669-580-055 HALLET WILLIAM FRANCIS&HALLET ELIZABET 97,000 293,000 390,000 11,806 33:1 669-580-056 FERNANDEZ RAUL&HALLOWELL TEDB 94,000 291,000 385,000 11,420 33.7:1 669-580-057 TATARIAN SARKIS&TATARIAN MARINE 89,287 267,873 357,160 11,420 31.3:1 669-580-058 SIDDIQI JAVED 97,000 293,000 390,000 11,420 34.2:1 669-580-059 LARIVIERE LYLE ARMAND&LARIVIERE MARGAR 57,481 225,726 283,207 11,420 24.8:1 669-580-060 RICHARD JACQUELINE 97,000 293,000 390,000 11,420 34.2:1 669-580-061 GILBERT DIANEM 94,000 316,000 410,000 11,420 35.9:1 669-580-062 HANSEN JOHAN MELCHIOR 92,136 276,410 368,546 11,420 32.3:1 669-580-063 GUNKEL GREGORY&GUNKEL APRIL 100,000 338,000 438,000 11,420 38.4:1 669-580-064 PEREZ ROBERT F 85,000 256,000 341,000 11,420 29.9:1 508-103-001 INGALLS MICHAEL R 170,000 385,000 555,000 4,770 116.4:1 508-103-002 KRAMER JOE A&HATZ GREG M 81,000 242,000 323,000 4,663 69.3:1 508-103-003 BRESS DAVIDG 81,000 242,000 323,000 4,663 69.3:1 508-103-004 BROSIE PETE&STRONG DOUGLAS S 98,000 296,000 394,000 4,663 84.5:1 508-103-005 MOORE STEVENR 98,000 296,000 394,000 4,663 84.5:1 508-103-006 WOMACK C DAVID&ALLRED JOHNW 81,000 242,000 323,000 4,663 69.3:1 508-103-007 HARTE SHELDON M&COMBS JOHN G 1D0,000 294,000 394,000 4,663 84.5:1 508-103-DO8 MJC HOLDINGS 59,920 179,762 239,682 4,663 51.4:1 508-103-009 CASTRO MARCIO BAGGIO 111,503 335,014 446,517 4,663 95.8:1 508-103-010 SLOTTER CHRISTAIN E 81,970 245,911 327,881 4,663 70.3:1 508-103-011 CRUZ JOHN CARMINE 98,000 293,000 391,000 4,663 83.9:1 508-103-012 HARDT ROBERTD 103,000 311,000 414,000 4,663 88.8:1 508-103-014 FAUBER WILLIAM D 103,000 311,000 414,000 4,663 88.8:1 508-103-015 VANWYHE DARWYN D&POWELL JONATHAN L 94,018 252,058 336,076 4,663 72.1:1 508-103-016 NICHOLS MARK 88,000 303,000 391,000 4,663 83.9:1 508-103-017 SCHEIBLE RICHARD&CORNELIUS DONALD 90,140 270,425 360,565 4,663 77.3:1 508-103-018 SANTANA TERRY 78,127 234,383 312,510 4,663 67:1 508-103-019 ROMANO JOSEPHP 87,500 262,500 350,000 4,663 75.1:1 508-103-020 DORON GIL 81,000 242,000 323,000 4,663 69.3:1 508-103-021 ROGERS JAY H&ANDERSON ARLAN 98,000 296,000 394,000 4,663 84.5:1 508-103-022 BUDD ANDREW J&CALDERON THOMAS A 98,000 296,000 394,000 4,663 84.5:1 508-103-023 HOLLINGER BRANDT C&ZIBTON PAULA 72,000 251,000 323,000 4,663 69.3:1 508-103-024 DEVECHT SCOTT 87,349 262,049 349,398 4,769 73.3:1 508-103-025 OLTMANS NANCYI 81,000 242,000 323,000 4,663 59.3:1 508-103-027 KAHN RANDALL S 103,000 311,D00 414,000 4,663 88.8:1 508-103-028 GARRICK WILLIAM J&STETTAFORD SCOTT A 98,000 293,000 391,000 4,663 83.9:1 508-103-029 HALUSCHAK RICHARD MICHAEL&STRANGE DOUG 103,000 311,000 414,000 4,769 86.8:1 508-103-030 CONDON WILLIAM J&HI LLEGAS RICHARD 98,000 293,000 391,000 4,663 83.9:1 508-103-031 ADELMAN SCOTT&DUTOIT KYLE 98,000 293,000 391,000 4,663 83.9:1 508-103-032 THEILIG KEM E&MITTER ROBERT L 103,000 311,000 414,000 4,663 88.8:1 508-103-033 LOCKE RION D&MILLER RICHARD 85,000 306,000 391,000 4,663 83.9:1 508-103-034 PAGE MONTYC 103,000 311,000 414,000 4,663 88.8:1 508-103-035 BOWLING NORMAND 81,000 242,000 323,000 4,663 69.3:1 508-103-036 WESTERGAARD CHRISTOPHER G 97,000 297,001) 394,000 4,663 84.5:1 508-103-037 WALKER FRANK 96,056 298,174 384,230 4,663 82.4:1 508-103-038 LEE WILLIAM H 81,000 242,000 323,000 4,663 69.3:1 508-103-040 HICKEY MICHAELT 81,000 242,000 323,000 4,663 693:1 508-103-041 MICHAUD GERARD L&KLEINSMITH GERALD E 99,000 295,000 394,000 4,663 84.5:1 508-103-042 MICHAUD GERARD L&KLEINSMITH GERARD E 101,000 293,000 394,000 4,663 84.5:1 508-103-043 MUNIZ PAUL 74,000 249,000 323,000 4,663 69.3:1 Preliminary,Subject to Change. D-7 8 6 CITY OF PALM SPRINGS REASSESSMENT DISTRICT NO.2015-1 Reassessment Value-to- APN Owner Name Land Value Structure Value Total Value Lien' Lien' 508-103-044 CLARK GREGORY ALAN&CLARK MARLYS RAE 98,000 296,000 394,000 4,663 84.5:1 508-103-045 BECKET MACDONALD GEORGE 81,000 242,000 323,000 4,663 69.3:1 508-103-046 SOUTH PALM HOLDINGS 156,000 469,000 625,000 4,663 134:1 508-103-047 DOUGLAS THOMAS R 103,000 311,000 414,000 4,663 88.8:1 508-103-048 SUERO MANUEL GUILLERMO&SANCHEZ JOSEPH 82,000 309,000 391,000 4,663 83.9:1 508-103-049 BURGESS CHARLES&CZANK PETER JOHN 98,000 293,000 391,000 4,663 83.9:1 508-103-050 DOZIER CAROLE A&GARCIA COLSON LINDA 1 103,000 311,000 414,000 4,663 88.8:1 508-103-051 AGEE ROBERTR 81,000 318,000 399,000 4,663 85.6:1 513-141-017 CLEMENT FRANK H&CLEMENT MARILYN D 155,314 465,947 621,261 12,250 50.7:1 513-141-018 JACOBS J BRUCE&DRING KAREN 140,966 422,904 563,870 12,250 46:1 513-141-019 VARECHA WILLIAM R&VARECHA DEBBIE R 149,000 454,000 603,000 12,250 49.2:1 513-141-020 1 NE AUTRY 164,606 493,920 658,426 12,250 53.7:1 513-141-021 TUTUNIIAN GARD&TUTUNJIAN JACQUELINE A 162,000 488,000 650,000 12,250 53.1:1 513-141-022 EASTWOOD JANETTE&EASTWOOD DAVID 128,683 386,055 514,738 12,250 42:1 513-141-023 RUST LAMES THOMAS&RUST PATRICIA ANNE 160,579 481,741 642,320 12,250 52.4:1 513-141-024 HELKE JAMESA 266,000 398,000 664,000 12,250 54.2:1 513-141-025 GATTO MICHAEL J&GATTO KARA L 207,000 619,000 826,000 12,250 67.4:1 513-141-026 HALE DOUGtAS R&HALE KEIREN E 151,000 452,000 603,000 12,250 49.2:1 513-141-027 NICHOLS STEPHEN C&BENSON SARAHJ 162,000 488,000 650,000 12,250 53.1:1 513-580-006 14353440NTARIO LTD 475,530 883,128 1,358,658 12,250 110.9:1 513-580-007 CHOZEN JAY M 298,000 695,000 993,000 12,250 81.1:1 513-580-008 ALEXANDER LESLIE T&ALEXANDER JUDY A 424,319 788,022 1,212,341 12,250 99:1 513-580-009 DELLOSSO GEOFFREY G 162,000 488,000 650,000 12,250 53.1:1 513-580-010 CIOFFI JAMES R&CIOFFI DEBRA LUE 158,000 475,000 633,000 12,250 51.7:1 513-580-011 HEMPHILL KEITH&ARNSTON CAROLE 135,763 407,290 543,053 12,250 44.3:1 513-580-012 SELF GARLAND W&SELF DEBRA L 166,000 499,000 665,000 12,250 54.3:1 513-580-013 LU HAIBO JAMES 143,649 429,943 573,592 12,250 46.8:1 513-580-014 SELF DORTHY M 151,000 452,000 603,000 12,250 49.2:1 513-580-015 PARODI DANNY P&FOLKS LYNAE R 150,090 450,853 600,943 12,250 49.1:1 513-580-016 FIGUEROA JOSE LUIS&HAWKINS KENNETH W 174,000 521,000 695,000 12,250 56.7:1 513-580-017 BRUER RORY E&LINDSAY WILLIAM A 162,000 488,000 650,DD0 12,250 53.1:1 513-58D-018 COGDILL W MITCHELL&COGDILL MARSHA K 145,010 435,031 580,041 12,250 47.3:1 513-580-019 RODAS ANTHONY G&RODAS CARLOTTA ALLTOP 162,000 488,000 650,000 12,250 53.1:1 513-580-020 CANCILLA CHARLES E&CANCILLA IRENE 162,000 498,000 650,000 12,250 53.1:1 513-580-021 HAMM ROBERT&HAMM THERESA 166,000 499,000 665,000 12,250 54.3:1 513-580-022 LEWIS WILLIAMT 142,423 427,270 569,693 12,250 46.5:1 513-580-023 TRUSKA ROBERTT&TRUSKA FRANCESCA M 147,287 441,872 589,159 12,357 47.7:1 513-580-024 CHRISTIAN DAVID L&CHRISTIAN JUDITH 170,559 506,000 676,559 12,250 55.2:1 513-580-025 KRUSE M RUSSELL 160,000 490,000 650,000 12,250 53.1:1 513-580-026 SCHOENLEIN DEBRA J 131,622 394,869 526,491 12,250 43:1 513-580-027 MEDEIROS LEONEL S 147,000 456,000 603,000 12,250 49.2:1 513-580-028 KARLSSON RONALD B&KARLSSON TAMARA 154,333 463,004 617,337 12,250 50.4:1 513-580-029 WOHLSCHLEGEL ERICJ&POWERS PATRICIA A 162,000 489,000 650,000 12,250 53.1:1 513-580-030 ANDERSON WILLIAM&WEST MARCELLE 183,000 523,000 706,000 12,250 57.6:1 513-580-031 LEWIS JERALD P&LEWIS ELSAT 177,000 518,000 695,000 12,250 56.7:1 513-580-032 DEVERMONT DENNIS H&MARGOLIS DEVERMONT 151,000 452,000 603,000 12,250 49.2:1 513-580-033 HOLLENKAMP GREGORY G&HOLLENKAMP LORI A 151,000 452,000 603,000 12,250 49.2:1 513-580-034 HRYN PAUL 166,000 499,000 665,000 12,250 54.3:1 513-580-035 KOELSCH EMMETT A&KOELSCH JUDITH S 176,000 530,000 706,000 12,250 57.6:1 513-580-036 LINDSAY MICHAEL J 176,000 530,000 706,000 12,250 57.6:1 513-580-037 MACDONALD STEVEN&MEHREN LAURA 166,000 499,000 665,000 12,250 54.3:1 513-580-033 MARTIN CARL F&MARTIN WENCKE L 151,000 452,000 603,000 12,250 49.2:1 513-580-039 GLUSHKO THOMASN 170,771 515,831 686,602 12,250 56:1 513-580-040 STONE JEFFERY M&BACKSTROM KEVIN D 143,704 431,113 574,817 12,250 46.9:1 513-580-041 AITKEN DELMAR&AITKEN CHEREE 178,000 528,000 706,000 12,250 57.6:1 669-630-001 VARELA ARNOLD&CHAVEZ VARELA DELIA MARI 50,974 152,925 203,899 12,958 15.7:1 669-630-002 BOTROS NABIL&BOTROS ASPHAHAN S 45,276 132,674 177,950 12,958 13.7:1 669-630-003 WESTERN EQUITY PARTNERS 68,750 206,250 275,000 16,307 16.9:1 Preliminary,Subject to Change. D-8 87 CITY OF PALM SPRINGS REASSESSMENT DISTRICT NO.2015-1 Reassessment Value-to- APN Owner Name Land Value Structure Value Total Value Llen` Lien' 669-630-004 GERACITANO ATHENA MARIE 80,625 241,875 322,500 16,159 20:1 669-630-005 BOTROS NABIL&BOTROS ASPHAHAN SHARK 70,545 211,636 282,181 16,159 17.5:1 669-630-D06 DUMPIT BENIGNO A&DUMPIT CORAZON R 57,248 171,753 229,001 12,958 17.7:1 669-630-007 ADOBE OIL DEV CORP 44,939 134,820 179,759 12,958 13.91 669-630-008 ACERA CHRISTOPHER L&ACERA SHAWNAR 51,000 153,000 204,000 12,958 15.7:1 669-630-009 ORIABURE EDWARD ROBERTSON 46,459 139,379 185,838 12,958 14.3:1 669-630-010 WAMBAUGH JOSEPH&WAMBAUGH LAWANA DE 67,304 196,488 263,792 12,958 20.4:1 669-630-011 WIEMANN LINDAL 59,349 178,056 237,405 12,958 18.3:1 669-630-012 AIIABOUNI JOVAN 40,683 122,051 162,734 12,958 12.6:1 669-630-013 UNION BANK&FINERTY CYNTHIA D 73,707 221,126 294,833 12,958 22.8:1 669-630-014 KAWANANAKOA ABIGAIL K K 99,000 297,000 396,000 16,159 24.5:1 669-630-015 BARDAIULIE&BARDA ANDRZEJ 98,000 298,000 396,000 16,159 24.5:1 669-630-016 EGY ERIC JOSEPH&HUMMEL NATASCHA ANDREA 48,962 146,891 195,853 12,958 15.1:1 669-630-017 HERNANDEZ ANABEL 46,000 139,000 185,000 12,958 14.3:1 669-630-018 CALL DONALD 1&CALL TAMMY L 57,775 180,156 237,931 12,958 18.4:1 669-630-019 SALIB TAMER&SALIB SHEREHAN 63,000 189,000 252,000 12,958 19.4:1 669-630-020 MEYERSON RICHARD&KATZ MEYERSON LINDA 75,000 225,000 300,000 12,958 23.2:1 669-630-021 LIM DIANE E&LIM GODOFREDO R 46,000 139,000 185,000 12,958 14.3:1 669-630-022 COSTANTINO SALVATORE 66,967 200,905 267,872 12,958 20.7:1 669-630-023 RINGNESS DANIEL M 62,000 188,DD0 250,000 12,958 19.3:1 669-630-024 GROSSMAN FRED&GROSSMAN MARIANN 66,000 204,000 270,000 12,958 20.8:1 669-630-025 LARRIBAS GEORGE T 89,152 267,458 356,610 16,159 22.1:1 669-630-02G MULDARRY KIRK&MULDARRY VIDA D 82,500 247,500 330,000 16,159 20.4:1 669-630-027 AMEZCUA RICARDO&AMEZCUA MARCIA G 100,000 299,000 399,000 16,159 24.7:1 669-630-028 JENSEN RICHARD W&JENSEN KATHY 52,767 164,331 217,098 12,958 16.8:1 669-630-029 LUBIN ROBERT LEE&GIL LUBIN HAYA 48,597 145,793 194,390 12,958 15:1 669-630-030 POURZAND SAIED&POURZAND SOUMIA 67,000 202,000 269,000 12,958 20.8:1 669-630-031 POPOV VITALY&POPOV LUIZA PARONYAN 75,000 225,000 300,D00 12,958 23.2:1 669-630-032 ALFANO MADELYN 63,622 190,867 254,489 12,958 19.6:1 669-630-033 WRIGHT ROGER 75,000 225,000 300,000 12,958 23.2:1 669-630-034 BADT EVAN 67,000 202,000 269,000 12,958 20.8:1 669-630-035 BRIGHT BREN DAL 72,000 218,000 290,000 12,958 22.4:1 669-630-036 SKOBLAR NEVENKA 62,000 208,000 270,000 12,958 20.8:1 669-630-037 LANGE MARC 61,200 171,360 232,560 12,958 17.9:1 669-630-038 FOX ZELZAH PROP 64,295 192,886 257,181 12,958 19.8:1 669-630-039 SNYDER RORYJ 67,000 202,000 269,000 12,958 20.8:1 669-630-040 COMPAGNA RANDOLPH E 43,546 130,640 174,186 12,958 13.4:1 669-630-041 FULLER MARCUS LEE 101,000 316,000 417,000 16,159 25.8:1 669630-042 GOLDSBERRY DONALD E&GOLDSBERRY PAULETT 84,000 253,000 337,000 16,1S9 20.9:1 669-630-043 PATEL ANARJ 49,226 147,681 196,907 12,958 15.2:1 669-630-044 SALERNO ANGELO L&SALERNO KAREN 42,265 126,797 169,062 12,958 13:1 669-630-045 KNIGHT PETER&EINARSON DIANE L 66,984 200,954 267,938 12,958 20.7:1 669-630-046 HARBIN LAMES S&CORRIGAN PHILLIP W 53,536 160,610 214,146 12,958 16.5:1 669-630-047 NALBANDYAN MARIAM 67,000 202,000 269,000 12,958 20.8:1 669-630-048 SIMMS JAMESP 48,971 146,913 195,894 12,958 1SAA 669-630-049 SMITH THOMAS L 49,642 148,929 198,571 12,958 15.3:1 669-630-050 CLARK BRANDON 80,000 240,000 320,000 12,958 24.7:1 669-630-0S1 ROMERO CARLANDY 48,698 146,099 194,797 12,958 15:1 669-630-052 MONDOCEAJOHN J&MONDOCEA CRISTINA I 46,000 139,000 185,000 12,958 14.3:1 669-630-053 MURPHY FORREST P 2006 TRUST 65,319 195,960 261,279 12,958 20.21 669-630-054 ZIMMER CHARLES E&ZIMMER CLAIRE L 65,295 195,885 261,180 12,958 20.2:1 669-630-OSS TIRANY EDITH 62,000 188,000 250,000 12,958 19.3:1 669-630-056 CRUZ ALBERTO M&CRUZ MARIA ABIGAIL 84,DD0 252,000 336,000 16,159 20.8:1 669-630-057 SKIDMORE BENJAMIN 60,544 181,638 242,182 16,159 15:1 669-630-058 DAIGLE LARRY 100,000 299,000 399,000 16,159 24.7:1 669-630-059 RADWINE SAMUELB 67,670 203,013 270,683 16,159 16.8:1 669630-060 HERKEY PETER G&HERKEY SYLVIA L 72,000 217,000 289,000 12,958 22.3:1 669-630-061 HOWE JOHN 5&HOWE LISA M 99,000 296,000 395,000 16,159 24.4:1 'Preliminary,Subject to Change. D-9 CITY OF PALM SPRINGS REASSESSMENT DISTRICT NO.2015-1 Reassessment Value-to- APN Owner Name Land Value Structure Value Total Value Lien' Lien` 669-630-062 GUPTA MADHUSUDHAN T 67,000 202,000 269,000 12,958 20.8:1 669-630-063 GRACIA DAVID 72,0D0 218,000 290,000 12,958 22.4:1 669-630-064 NAIMA KAYLA 99,000 296,000 395,000 16,159 24.4:1 669-630-065 YEE CRAIG&CARROL ZOANNA 96,905 290,722 387,627 16,159 24:1 669-630-066 GUEMIKSIZIAN ELIZABETH LISA 89,000 268,000 357,000 16,159 22.1:1 669-630-067 RUIZ ERICAJOSETTE 99,000 296,000 395,000 16,159 24.4:1 669-630-068 WILLYARD ROBERT L&WILLYARDIANET E 91,000 275,000 366,000 16,159 22.7:1 669-630-069 HANCOCK LANE R&COTE FRANK 106,000 318,000 424,000 16,159 26.2:1 669-640-001 BLAS ROMAN V&SCHMIDT MICHAEL I 104,000 313,000 417,000 16,159 25.8:1 669-640-002 AOAMOS BELMA Q&ADAMOSIORGE M 72,000 217,000 289,000 12,958 22.3:1 669-640-003 HABIBIPOUR SAIED&HABIBIPOUR CYNTHIA 73,158 219,475 292,633 16,159 18.1:1 669-640-004 GUERRA MARIO P 73,000 221,000 294,000 12,958 22.7:1 669-640-GOS JAURE RICHARD E&JAURE ANNA MARIE 46,000 139,000 185,000 12,958 14.3:1 669-640-006 QUINN WILLIAMD 141,000 329,000 470,000 16,159 29.1:1 669-640-011 BROWN LYDIA&BROWN DAVIDA 53,793 161,379 215,172 16,159 13.3:1 669-640-012 SAYEGH MALEK&SAYEGH VENUS 104,000 314,000 418,000 16,159 25.9:1 669-640-013 LOREDO ERNEST&LOREDO GLORIA 99,000 299,D00 398,OD0 16,159 24.6:1 669-640-014 ANSON SANFORD&MCVICKER ROBERT 49,615 148,850 198,465 12,958 15.3:1 669-640-015 A&K INV CO INC 67,000 202,000 269,000 12,958 20.8:1 669-640-016 SOLOMON CINDY&EDWARDS ELIZABETH 66,000 197,000 263,000 12,958 20.3:1 669-640-017 WATERMARKE HOMES 49,807 - 49,807 12,958 3.8:1 669-640-018 SANCHEZ MICHAEL ANTHONY 66,000 197,000 263,000 12,958 20.3:1 669-640-019 AGHASSI BIANCA 72,000 217,000 289,000 12,958 22.3:1 669-640-020 VONPOHLMANN JENNIFER 65,295 195,885 261,180 12,958 20.2:1 669-640-021 GUTHRIE CANDICE LYNN 62,D00 208,000 270,000 12,958 20.8:1 669-640-022 MACHLAN TRACY A&GILCHRIST SHERRI D 59,267 176,799 236,066 12,958 18.2:1 669-640-023 NICKOL GEOFFREY H 89,000 267,000 356,000 16,159 22:1 669-640-024 INGEBRETSEN WILLIAM R&INGEBRETSEN CARM 89,502 268,511 358,013 16,159 22.2:1 669-640-025 ENKE BARBARA&ENKE WILLIAMN 72,000 217,000 289,000 12,958 22.3:1 669-640-026 MORAN MATTHEW G 69,062 207,196 276,248 12,958 21.3:1 669-640-027 DICKENSON CHARLESA&DICKENSON TRELAWNY 67,000 202,000 269,000 12,958 20.8:1 669-640-028 SMITH NELSON M&SMITH MARIAJ 62,758 188,275 251,033 12,958 19.41 669-640-029 TYAU EDWARD S&TYAU JULIE A 99,000 298,000 397,000 16,159 24.6:1 669-640-030 PEREYRAJOHN JOSEPH 67,000 202,000 269,000 12,958 20.8:1 669-64D-031 LANDON R ALEXANDER&LANDON TERESA M 88,000 266,000 354,000 16,159 21.9:1 669-640-032 LAGIOIA VINCENT&LAGIOIA DOLORES M 62,000 188,000 250,000 12,958 19.3:1 669-640-033 WOODSAMIEH 68,750 2D6,250 275,000 12,958 21.2:1 669-640-034 MOORE CARMEN KAY 65,750 197,250 263,000 12,958 20.3:1 669-640-035 HUERTO ALUINREY E&BEIO HUERTO AUDREY S 67,000 202,000 269,000 12,958 20.8:1 669-640-036 DEPEW DENNIS R 71,000 215,000 286,000 12,958 22.1:1 669-640-037 GUZMAN GREGORYI&GUZMAN LAURA5 62,000 188,000 250,000 12,958 19.3:1 669-640-038 WALTERS RYAN ADAM&WALTERS REBECCA ANN 83,762 251,290 335,052 16,159 20.7:1 669-640-039 BAILIE NAOMI S 81,000 274,000 355,000 16,307 21.8:1 669-640-040 KRESLAKE CHRISTOPHER THOMAS 67,000 202,000 269,000 12,958 20.8:1 669-640-041 WILLIAMS RODGER D 64,000 208,000 272,000 12,958 21:1 669-640-042 STRUHAR JAMES W&STRUHAR LINDA M 99,000 298,000 397,000 16,159 24.6:1 669-640-043 MCDONNELL ALEX&MCDONNELL CARLYNNE 83,125 249,377 332,502 16,159 20.6:1 669-640-044 YEUNG HENRY&HUANG YU 74,084 222,254 296,338 16,159 18.3:1 669-640-045 DICKSON EDWARD O&WISOR JOHNW 61,792 227,605 299,397 16,159 17.9:1 669-640-046 NATHANSON RICK 99,000 318,000 417,000 16,159 25.8:1 669-640-047 RIGGLE C MALCOLM 111,000 336,000 447,000 16,159 27.7:1 669-640-048 HILL JACQUELYN RAE 84,000 252,000 336,000 16,307 20.6:1 669-650-001 HALLOCK JASON 5&HALLOCK KAM IE R 67,000 203,000 270,000 12,958 20.8:1 669-650-002 FEDERAL NATL MORTGAGE ASSN 65,000 175,000 240,000 12,958 18.5:1 669-650-003 LALABEKYAN LUSINE&JIL AGOPIAN ARA 67,000 201,000 268,000 13,255 20.2:1 669-650-004 GABRIEL MAGED 42,849 128,549 171,398 12,958 13.2:1 669-650-005 GIBERSON RANDE 53,964 161,896 215,860 12,958 16.7:1 669-650-006 PERRY LORNE&PERRY P K 1D0,454 304,375 404,829 16,159 25.1:1 Preliminary,Subject to Change. D-10 89 CITY OF PALM SPRINGS REASSESSMENT DISTRICT NO.2015-1 Reassessment Value-to- APN Owner Name Land Value Structure Value Total Value Lien` Lien' 669-650-007 BARELA EDMUND G 68,000 228,000 296,000 12,958 22.8:1 669-650-008 PHILLIPS RICHARD N&PHILLIPS JULIE 1 66,343 199,033 265,376 16,159 16.4:1 669-650-009 WEINSTOCK DENIE 90,000 260,000 350,000 16,159 21.7:1 669-650-010 PATEL ANAR 1 50,008 150,026 200,034 12,958 15.4:1 669-650-011 REED ANNL 88,000 283,000 371,D00 16,159 23:1 669-650-012 PETERSON DAVID W 104,000 312,000 416,000 16,307 25.5:1 669-650-013 WHEELER DENNIS&WHEELER LINDA 100,000 336,000 436,000 16,159 27:1 669-650-014 GARCIA OSCAR H&GARCIA LOURDES OLIVIA 66,601 234,803 301,404 16,159 18.7:1 669-650-015 ADAMS ROBERT F&ADAMS MARIA S 98,000 297,000 395,000 16,159 24.4:1 669-650-016 KARAMANOUKIAN ALBER K 71,724 194,679 266,403 16,159 16.5:1 669-650-021 LEPEL ARLEN D&LEPEL CAROL L 81,000 243,000 324,000 16,159 20.1:1 669-650-022 GREEN BONNIE JEAN&HOCKENBERGER CHARLOT 98,000 322,000 420,000 16,159 26:1 669-650-023 HORTON DEGROAT HEIDI CAROL 52,648 157,948 210,596 12,958 163:1 669-650-024 NIXEY THOMAS EDWARD 44,417 133,253 177,670 12,958 13.7:1 669-650-025 GREEN CHRISTOPHER R 66,625 199,878 266,503 12,958 20.6:1 669-650-026 BLANKE DAVID ROBERT 57,481 172,445 229,926 12,958 17.7:1 669-650-027 YATES BRADLEY M&YATES VALERIE A 70,000 209,000 279,000 12,958 21.5:1 669-650-028 GROVER ATUL&GROVER ANOUK 97,500 262,500 350,000 16,159 21.7:1 669-650-029 EHLERS DONNA 91,916 275,754 367,670 16,159 22.8:1 669-650-030 HUNTER ANNA 68,000 206,000 274,000 16,159 17:1 669-650-031 CABLE DOUGLAS W&GONZALEZ ANTHONY A 101,000 338,000 439,000 16,159 27.2:1 669-650-032 SCARBORO PARRISH L 71,724 215,172 286,896 16,159 17.8:1 669-650-033 WRIGHT DEBORAHA 100,000 328,000 428,000 16,159 26.5:1 669-650-034 PASSMORE MICHAEL L 100,000 302,000 402,000 16,159 24.9:1 669-650-035 KUHN CANDACE D&GREENWOOD KATHLEEN R 100,000 301,000 401,000 16,159 24.8:1 669-650-036 KIM HONG M&PARK MARY S 90,659 271,979 362,638 16,159 22.4:1 669-650-037 WATERMARKE HOMES(SOLD DECEMBER 2014) 49,807 - 49,807 16,159 3.1:1 669-650-038 WATERMARKE HOMES(SOLD DECEMBER 2014) 49,808 - 49,808 16,159 3.1:1 669-650-039 WATERMARKE HOMES 49,80E - 49,808 16,159 3.1:1 669-650-040 WATERMARKE HOMES 49,808 - 49,808 16,159 3.1:1 669-650-041 WATERMARKE HOMES 49,807 - 49,807 12,958 3.8:1 669-650-042 WATERMARKE HOMES(SOLD TUNE 2014) 49,807 - 49,807 16,159 3.1:1 669-650-043 WATERMARKE HOMES 49,807 - 49,807 12,958 3.8:1 669-650-044 WATERMARKE HOMES 49,807 - 49,807 12,958 3.8:1 669-65D-045 WATERMARKE HOMES(SOLD AUGUST 2014) 49,807 - 49,807 12,958 3.8:1 669-650-046 FINLEY BRENDANM 68,000 221,000 289,000 12,958 22.3:1 669-650-047 SLATER ANGELAM 58,394 175,186 233,580 12,958 18:1 669-650-048 GREENLEE DARRIN 66,000 223,000 289,000 12,958 22.3:1 669-650-049 STEWARTSTEPHEN I&FREDRICKSON LAMES W 45,000 160,0D0 205,000 12,958 15.8:1 669-650-050 SIEBOLD DOUGLAS I 62,000 188,000 250,000 12,958 19.3:1 669-650-051 THOMPSON JOE A 67,000 202,000 269,000 12,958 20.81 669-650-052 JACKSON JOHND 55,713 167,141 222,954 12,958 17.2:1 669-650-053 JEFFERY B RICHARD 56,225 168,679 224,904 12,95E 17.4:1 669-650-054 PERRY MICHAEL1 47,381 142,152 189,533 12,958 14.6:1 669-650-055 CHAMPION GINA L 68,750 206,250 275,000 12,958 21.2:1 669-650-056 KELLY WILLIAM M 67,000 202,000 269,000 12,958 20.8:1 669-650-057 MCDONALD LAMES 97,136 291,413 388,549 16,159 24:1 669-650-058 MONFERO IUNN ARMAN M&OPULENCIA VICTOR 83,000 251,000 334,000 16,159 20.7:1 669-650-059 PIERSON MICHAEL T&PIERSON JANI55 97,136 291,413 388,549 16,159 24:1 669-650-060 HAILE ROBERT WILLIAM&VISOCARO ALBERTO 84,000 251,000 335,000 16,159 20.7:1 669-650-061 WALTER JOY ANN&WALTER MEGAN 91,389 273,126 364,515 16,159 22.6:1 669-650-062 CUEVAS ROLANDO C&CUEVAS ARLENER 67,000 202,000 269,000 12,958 20.8:1 669-650-063 BABERS RONALD R&BABERS LELA 86,0D0 265,000 351,000 16,159 21.7:1 669-650-064 MOUSHEGYAN NAZEU 64,012 192,040 256,052 16,159 15.8:1 669-650-065 JONES STEVEN R&JONES DIANE M 67,000 202,000 269,000 12,958 20.8:1 669-650-066 GEORGAS JAMES A&COLONNELLI BRIAN 0 66,000 200,000 266,000 12,95E 20.5:1 669-650-067 BARABAS MICHAEL 55,520 166,565 222,085 12,958 17.1:1 669-650-068 NGUYENTRUONG 83,000 251,000 334,000 16,159 20-7:1 Preliminary,Subject to Change. D-11 90 CITY OF PALM SPRINGS REASSESSMENT DISTRICT NO.2015-1 Reassessment Value-to- APN Owner Name Land Value Structure Value Total Value Lien' Lien' 669-650-069 DELISO VICTOR EMIL&LOVERSO ANTHONYJOH 94,503 304,009 398,512 16,159 24.7:1 669-650-070 IADEVAIA RUSSELL&GOODRICH SAMUEL 82,000 248,000 330,000 16,159 20.4:1 669-650-071 ALLEN JASONT 62,000 208,000 270,000 12,958 20.8:1 669-650-072 SAHMOEDINI MOHAMMAD HADI&SAHMOEDINI' 64,000 192,000 256,000 13,106 19.5:1 669-650-073 LABUS FELIPE G&ARROYO FE P 99,000 296,000 395,D00 16,159 24.4:1 669-650-074 BOTROS NABIL&BOTROS ASPHAHAN SHARK 99,000 298,000 397,000 16,159 24.6:1 669-650-075 ANACAN BELLIE R&ANACAN IOVALIE C 91,915 275,753 367,668 16,159 22.8:1 669-650-076 CHETVERIKOFF NICK 83,000 252,000 335,000 16,159 20.7:1 669-650-077 RODRIGUEZ PRIETOJULIO CESAR 94,060 243,513 337,573 16,159 20.9:1 669-650-078 BERRELLEZA ADRIAN&BERRELLEZA BERTHA 69,000 207,000 276,000 12,958 21.3:1 669-650-079 BADAROU LISA 73,000 219,000 292,000 12,958 22.5:1 669-650-090 CORDOVA ROBERTO G&CORDOVA TERESITA M 70,812 212,439 283,251 12,958 21.9:1 669-650-081 GUDANI FRANCISCO CHUA&GUDANI ROSARIO M 67,000 202,000 269,000 12,958 20.8:1 669-650-082 CARLETON WILLIAM S 46,208 139,631 185,839 12,958 14.3:1 669-650-083 FERNANDEZ ERIKT 61,000 185,000 246,000 12,958 19:1 669-650-094 HALES JONATHAN B&ONGACO VERNON 64,012 192,040 256,052 12,958 19.8:1 669-650-085 SAMALA RENATO RAMON V 57,000 202,000 269,000 12,958 20.8:1 669-650-086 HALSCH PAUL&HALSCH TERESA 62,000 188,000 250,000 12,958 19.3:1 669-650-087 SAMPLES JACOB DAVID&JORDAN KURT PETER 56,505 169,516 226,021 16,159 14:1 $49,636,609 $ 147,184,727 $ 196,821,336 $ 6,700,000 29.4:1 Preliminary,Subject to Change. D-12 91 APPENDIX E PROPOSED FORM OF OPINION OF BOND COUNSEL [to be provided by Bond Counsel] E-1 q2 APPENDIX F BOOK-ENTRY SYSTEM The following description of the Depository Trust Company ("DTC'), the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be. Neither the issuer of the Bonds (the `Issuer') nor the trustee, fiscal agent or paying agent appointed with respect to the Bonds (the "Agent')take any responsibility for the information contained in this Appendix. No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a)payments of interest,principal or premium, tf any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be followed in dealing with DTC Participants are on fife with DTC. 1. The Depository Trust Company("DTC"),New York,NY,will act as securities depository for the securities (the "Securities"). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue. 2. DTC, the world's largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a"clearing agency"registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants')deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book- entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect F-1 93 Participants")- DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information contained on such Internet site is not incorporated herein by reference. 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants'records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however,expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities,except in the event that use of the book-entry system for the Securities is discontinued. 4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede&Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities, DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. 6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures,DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date(identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede&Co.,or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in F-2 94 bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. 10. Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. i t. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof. F-3 95