NEW ISSUE BOOK-ENTRY ONLY RATINGS: (See “RATINGS” herein) In the opinion of Nixon Peabody LLP and QUATEMAN LLP, Co-Special Counsel, under existing statutes, regulations, rulings and court decisions and assuming compliance with the tax covenants described herein, and the accuracy of certain representations and certifications made by the City and certain 501(c)(3) Tenants, described herein, the portion of each Base Rental payment due under the Project Lease designated as and comprising interest and received by the Owners of the Series 2007A Certificates (the “Series 2007A Interest Portion”) is excludable from gross income for federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, Co-Special Counsel is of the opinion the Series 2007A Interest Portion of each Base Rental payment is not a specific item of tax preference for purposes of the Code’s alternative minimum tax provisions. However, the Series 2007A Interest Portion of each Base Rental payment received by or allocated to a corporation will be included in adjusted current earnings for purposes of computing such corporation’s alternative minimum tax liability. Co-Special Counsel is also of the opinion that the portion of each Base Rental payment due under the Project Lease designated as and comprising interest and received by the Owners of the Series 2007B Certificates (the “Series 2007B Interest Portion”) is included in gross income for federal income tax purposes. Co-Special Counsel is further of the opinion that the portion of each Base Rental payment due under the Project Lease designated as and comprising interest and received by the Owners of the Certificates is exempt from personal income taxes of the State of California (the “State”) under present State law. See “TAX MATTERS” herein. $153,700,000 CITY AND COUNTY OF SAN FRANCISCO CERTIFICATES OF PARTICIPATION consisting of $152,120,000 $1,580,000 Certificates of Participation, Certificates of Participation, Series 2007A Taxable Series 2007B (City Office Buildings – Multiple Properties Project) (City Office Buildings – Multiple Properties Project) Evidencing Proportionate Interests of the Holders Thereof in a Project Lease, Including the Right to Receive Base Rental Payments to be Made by the CITY AND COUNTY OF SAN FRANCISCO Dated: Date of Delivery Due: September 1, as shown on the inside cover The $153,700,000 aggregate principal amount of City and County of San Francisco Certificates of Participation, consisting of $152,120,000 of Certificates of Participation, Series 2007A (City Office Buildings – Multiple Properties Project) (the “Series 2007A Certificates”) and $1,580,000 of Certificates of Participation, Taxable Series 2007B (City Office Buildings – Multiple Properties Project) (the “Series 2007B Certificates” and together with the Series 2007A Certificates, the “Certificates”), are being executed and delivered pursuant to a Trust Agreement, dated as of May 1, 2007 (the “Trust Agreement”), between the City and County of San Francisco (the “City”), and Deutsche Bank National Trust Company, as trustee (the “Trustee”). The Series 2007A Certificates are being executed and delivered to provide funds to: (i) finance the acquisition of the portion of existing office buildings located at One South Van Ness Avenue, San Francisco, California (the “One South Van Ness Property”) and 1650 Mission Street, San Francisco, California, (the “Mission Street Property”) which are occupied by various City departments or certain tenants (“501(c)(3) Tenants”) which are qualified as non-profit organizations exempt from Federal income taxes pursuant to Section 501(c)(3) of the Code; (ii) improve portions of the One South Van Ness Property, the Mission Street Property and existing City-owned office building located at 30 Van Ness Avenue, San Francisco, California (the “30 Van Ness Property”) which are occupied by various City departments or are subleased to certain 501(c)(3) Tenants; (iii) fund capitalized interest payable for a portion of the interest with respect to the Series 2007A Certificates through February 17, 2008; (iv) fund the applicable account within the Reserve Fund established under the Trust Agreement for the Series 2007A Certificates; and (v) pay costs of delivery of the Series 2007A Certificates. The Series 2007B Certificates are being executed and delivered to provide funds to: (i) finance the acquisition of the portion of the One South Van Ness Property and the Mission Street Property which the City will sublease to either non-governmental tenants or non-501(c)(3) Tenants; (ii) improve portions of the One South Van Ness Property, Mission Street Property and 30 Van Ness Property which are subleased to either non-governmental tenants or non-501(c)(3) Tenants; (iii) fund capitalized interest payable for a portion of the interest with respect to the Series 2007B Certificates through February 17, 2008; (iv) fund the applicable account within the Reserve Fund established under the Trust Agreement for the Series 2007B Certificates; and (v) pay costs of delivery of the Series 2007B Certificates. The land and improvements at the One South Van Ness Property and the Mission Street Property (together, the “Leased Property”), are to be conveyed to the Trustee pursuant to a Property Lease, dated as of May 1, 2007 (the “Property Lease”), by and between the City, as lessor, and the Trustee, as lessee. The Leased Property is to be leased back to the City pursuant to a Project Lease, dated as of May 1, 2007 (the “Project Lease”), by and between the Trustee, as lessor, and the City, as lessee. Pursuant to the Project Lease, the City is required, subject to abatement in certain circumstances, to pay Base Rental in amounts sufficient to pay, when due, the principal and interest evidenced and represented by the Certificates. The City has covenanted in the Project Lease to take such action as may be necessary to include and maintain all Base Rental and Additional Rental payments thereunder (together, the “Rental Payments”) for the Leased Property in its annual budget, and to make necessary annual appropriations therefor. The Certificates evidence the principal and interest components of the Base Rental payable by the City pursuant to the Project Lease. The Certificates are subject to prepayment prior to maturity as described herein. See “THE CERTIFICATES – Prepayment.” Interest evidenced and represented by the Certificates is payable semiannually on March 1 and September 1 of each year, commencing September 1, 2007. The Certificates will be delivered only in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Individual purchases of the Certificates will be made in book entry form only, in the principal amount of $5,000 and integral multiples thereof. Beneficial owners of the Certificates will not receive certificates representing their interest in the Certificates, but will receive a credit balance on the books of the nominees of such purchasers. Principal and interest with respect to the Certificates will be paid by the Trustee to DTC (as described herein), which will in turn remit such principal and interest to the participants in DTC for subsequent disbursement to the beneficial owners of the Certificates. See “APPENDIX F – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” THE OBLIGATION OF THE CITY TO MAKE BASE RENTAL PAYMENTS UNDER THE PROJECT LEASE DOES NOT CONSTITUTE AN OBLIGATION OF THE CITY FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. NEITHER THE CERTIFICATES NOR THE OBLIGATION OF THE CITY TO MAKE BASE RENTAL PAYMENTS UNDER THE PROJECT LEASE CONSTITUTES A DEBT OF THE CITY, THE STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION THEREOF, IN CONTRAVENTION OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. THE CITY SHALL BE OBLIGATED TO MAKE BASE RENTAL PAYMENTS SUBJECT TO THE TERMS OF THE PROJECT LEASE AND NEITHER THE CITY NOR ANY OF ITS OFFICERS SHALL INCUR ANY LIABILITY OR ANY OTHER OBLIGATION WITH RESPECT TO THE EXECUTION AND DELIVERY OF THE CERTIFICATES. SEE “CERTAIN RISK FACTORS.” The scheduled payment of principal and interest on the Series 2007A Certificates when due will be guaranteed by a Municipal Bond New Issue Insurance Policy to be issued concurrently with the execution and delivery of the Series 2007A Certificates by the Financial Guaranty Insurance Company, doing business in California as FGIC Insurance Company. See “CERTIFICATE INSURANCE” and “APPENDIX H – SPECIMEN INSURANCE POLICY” herein. The scheduled payment of principal and interest on the Series 2007B Certificates when due are not guaranteed by a Municipal Bond New Issue Insurance Policy. This cover page contains certain information for general reference only. It is not intended to be a summary of the security for or the terms of the Certificates. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. MATURITY SCHEDULE (See inside cover) The Certificates are offered when, as and if executed and received by the initial purchasers, subject to the approval of the validity of the Project Lease by Nixon Peabody LLP andQ UATEMAN LLP, Los Angeles, California, Co-Special Counsel, and certain other conditions. Certain legal matters will be passed upon for the City by the City Attorney. It is expected that the Certificates