NEW ISSUE—Competitive via Parity BOOK-ENTRY ONLY RATING: Moody’s Aa1 In the opinion of K & L Gates LLP, Portland, Oregon, Bond Counsel, assuming compliance with certain covenants of the City, interest on the 2008 Series A Bonds is excludable from gross income of the owners of the 2008 Series A Bonds for federal income tax purposes under existing law. Interest on the 2008 Series A Bonds is not an item of tax preference for purposes of either individual or corporate alternative minimum tax. Interest on the 2008 Series A Bonds may be indirectly subject to corporate alternative minimum tax and certain other taxes imposed on certain corporations. See “TAX MATTERS” herein for a discussion of the opinion of Bond Counsel. In the opinion of Bond Counsel, interest on the 2008 Series A Bonds is exempt from Oregon personal income tax under existing law. $79,680,000 City of Portland, Oregon First Lien Water System Revenue Bonds 2008 Series A DATED: Date of Delivery DUE: November 1, as shown below The First Lien Water System Revenue Bonds, 2008 Series A (the “2008 Series A Bonds”) will be issued in registered book-entry form only, in denominations of $5,000 or integral multiples thereof. The 2008 Series A Bonds, when executed and delivered, will be registered in the name of Cede & Co., as the registered owner and nominee for The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the 2008 Series A Bonds. While Cede & Co. is the registered owner of the 2008 Series A Bonds (the “Owner”) as nominee of DTC, references herein to the Bondowners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the 2008 Series A Bonds. See “BEO System” herein. The 2008 Series A Bonds will bear or accrue interest at the rates set forth below. The 2008 Series A Bonds will be dated as of the Date of Delivery. Interest on the 2008 Series A Bonds will be payable semiannually on May 1 and November 1 of each year, beginning May 1, 2009. MATURITY SCHEDULE Due Principal Interest Price or CUSIP No. (1) Due Principal Interest Price or CUSIP No. (1) Nov. 1 Amount Rate Yield 736754 Nov. 1 Amount Rate Yield 736754 2009 $1,725,000 5.000% NRO GE6 2022 $3,135,000 4.250% 4.41% GT3 2010 1,810,000 5.000 NRO GF3 2023 3,280,000 4.750 4.48 † GU0 2011 1,905,000 5.000 2.82% GG1 2024 3,435,000 4.750 4.56 † GV8 2012 1,995,000 4.000 2.96 GH9 2025 3,605,000 4.750 4.63 † GW6 2013 2,085,000 5.000 3.16 GJ5 2026 3,780,000 4.750 4.71 † GX4 2014 2,190,000 5.000 3.35 GK2 2027 3,965,000 4.750 4.80 GY2 2015 2,305,000 5.000 3.51 GL0 2028 4,155,000 4.750 4.80 GZ9 2016 2,420,000 5.000 3.67 GM8 2029 4,360,000 4.750 4.84 HA3 2017 2,545,000 5.000 3.82 GN6 2030 4,570,000 4.750 4.87 HB1 2018 2,665,000 4.000 3.95 GP1 2031 4,795,000 4.750 4.88 HC9 2019 2,770,000 4.000 4.10 GQ9 2032 5,025,000 4.750 4.89 HD7 2020 2,885,000 4.000 4.23 GR7 2033 5,270,000 4.750 4.90 HE5 2021 3,005,000 4.125 4.33 GS5 ___________________ (1) Registered Trademark 2008, American Bankers Association. CUSIP data is provided by Standard & Poor’s CUSIP Service Bureau, a division of McGraw Hill Companies. † Priced to par call on November 1, 2018. The 2008 Series A Bonds will be used to finance a portion of the costs of the Capital Improvement Program for the Water System of the City of Portland (the “City”) and as more fully described herein, to fund the Reserve Requirement for the 2008 Series A Bonds, and to pay issuance costs. The 2008 Series A Bonds are special obligations of the City, payable solely from the Net Revenues of the City’s Water System and amounts deposited in the Revenue Bond Reserve Account, all as defined in the City Ordinance 174241 as amended (the “First Lien Bond Ordinance”). The 2008 Series A Bonds are issued as “Bonds” and “Parity Obligations” under the First Lien Bond Ordinance, and are secured on a parity with other water revenue bonds that have a first lien on the Net Revenues of the Water System (collectively referred to herein as the “First Lien Bonds”). See “PROVISIONS OF THE 2008 SERIES A BONDS” herein. The 2008 Series A Bonds do not constitute general obligations of the City, and neither the full faith and credit nor the taxing power of the City is pledged for the payment of the principal of, premium (if any), or interest on the 2008 Series A Bonds. No recourse may be had against any funds or assets of the City (other than the Net Revenues of the Water System and the accounts described in this paragraph) to enforce payment of any amounts owing under or with respect to the 2008 Series A Bonds. The 2008 Series A Bonds are subject to optional redemption prior to maturity as more fully described herein. See “REDEMPTION OF THE 2008 SERIES A BONDS.” The 2008 Series A Bonds are offered when, as and if issued by the City and accepted by the successful bidder, subject to prior sale, withdrawal or modification of the offer without notice, to the final approving opinion of K & L Gates LLP, Portland, Oregon, Bond Counsel, and to certain other conditions. The City expects that the 2008 Series A Bonds will be available for delivery through the facilities of DTC in New York, New York, on or about August 7, 2008. Official Statement Dated July 29, 2008 OFFICIAL STATEMENT OF THE CITY OF PORTLAND MULTNOMAH, WASHINGTON AND CLACKAMAS COUNTIES STATE OF OREGON Relating to $79,680,000 First Lien Water System Revenue Bonds, 2008 Series A CITY COUNCIL Tom Potter, Mayor and Commissioner of Finance and Administration Sam Adams, Commissioner No. 1∗ Nick Fish, Commissioner No. 2 Dan Saltzman, Commissioner No. 3 Randy Leonard, Commissioner No. 4 CITY OFFICIALS Gary Blackmer, City Auditor David E. Thurman, City Treasurer Linda Meng, City Attorney Kenneth L. Rust, Chief Administrative Officer Jennifer Sims, Chief Financial Officer DEBT MANAGEMENT Eric H. Johansen, Debt Manager City of Portland 1221 SW Fourth Avenue, Room 120 Portland, Oregon 97204 Phone: (503) 823-6851 Fax: (503) 823-4209 [email protected] BOND COUNSEL K & L Gates LLP Portland, Oregon ∗ City Commissioner Sam Adams received a majority of the votes for Mayor in the Portland primary election on May 20, 2008, and will take office as Mayor in January 2009. No dealer, broker, salesperson or other person has been authorized by the City of Portland (the “City”) to give any information or to make any representations, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by the City. Bond Counsel’s review of this document is limited; see “Legal Matters” herein. This Official Statement has been deemed final as of its date by the City pursuant to Rule 15c2-12 of the Securities Exchange Act of 1934, as amended. In accordance with, and as part of, their respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, the underwriters have reviewed the information in this Official Statement but do not guarantee its accuracy or completeness. This Official Statement speaks only as of its date, and the information contained herein is subject to change without notice. Certain statements contained in this Official Statement are projections, forecasts and other statements about future events. These statements (“Forward Looking Statements”) are not statements of historical facts and no assurance can be given that the results shown in these Forward Looking Statements will be achieved. See “FORWARD LOOKING STATEMENTS.” All estimates set forth herein have been made on the best information available and are believed to be reliable, but no representations whatsoever are made that such estimates are correct. So far as any statements herein involve any matters of opinion, whether or not expressly so stated, they are intended merely as such and are not representations of fact. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of, the 2008 Series A Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The 2008 Series A Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon a specific exemption contained in such act, nor have the 2008 Series A Bonds been registered under the securities laws of any state. In making an investment decision, potential investors must rely on their own examination of the City and the terms of the offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Official Statement. Any representation to the contrary is a criminal offense.. In connection with this offering, the successful bidder may over allot or effect transactions which stabilize or maintain the market price of the 2008 Series A Bonds at a level above that which might otherwise prevail in the open market.