NEW ISSUE NOT RATED In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the City, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2013 Bonds is excluded from gross Income for federal income tax purposes under Section 103 of the internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, Interest on the Series 2013 Bonds Is not a specific preference item for purposes of the federal Individual or corporate alternative minimum taxes, although Bond Counsel obsen/es that such interest Is Included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Series 2013 Bonds. See "LEGAL MATTERS-Tax li/latters." $26,000,000 CITY OF SAN MATEO COMMUNITY FACILITIES DISTRICT NO. 2008-1 (BAY MEADOWS) SPECIAL TAX BONDS, SERIES 2013 Dated: Date of Delivery Due: September 1, as shown on the inside cover Authority for Issuance. The bonds captioned above (tiie "Series 2013 Bonds") are being issued under the Mello-Roos Community Facilities Act of 1982 (the "Law"), the Resolution of Issuance (as defined in this Official Statement), and a First Supplemental TrustAgreement, dated as ofJanuary 1, 2013, which supplements a TrustAgreement, dated as ofJanuary 1, 2012 (as supplemented, the "TrustAgreement"), by and between the City of San IViateo (the "City"), with respect to Community Facilities District No, 2008-1 (Bay IVIeadows), City of San Mateo, County of San Mateo, State of Califomia (the "Community Facilities District" or "District") and The Bank of New York Mellon Trust Company, N,A,, as trustee (the "Trustee"), Bond Terms. Interest on the Series 2013 Bonds is payable on September 1, 2013 and semiannually thereafter on each March 1 and September 1 (each, an "Interest Payment Date"), The Series 2013 Bonds will be issued in denominations or integral multiples of $5,000. The Series 2013 Bonds, when deliyered, will be initially registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York. DTC will act as securities depository for the Series 2013 Bonds. See "THE SERIES 2013 BONDS - General Bond Terms" and "APPENDIX E - DTC and the Book-Entry' Only System." The record date of the Series 2013 Bonds is the 15th day of the calendar month next preceding the applicable Interest Payment Date, See "THE SERIES 2013 BONDS - General Bond Terms - Payments of Interest and Principal." Redemption. The Series 2013 Bonds are subject to mandatory sinking fund redemption, mandatory redemption from Special Tax prepayments and optional redemption prior to their respective maturities. See "THE SERIES 2013 BONDS - Redemption." Security and Sources ofPayment. The Series 2013 Bonds are secured by and payable from the special taxes to be levied within the Community Facilities District (the "Special Taxes"), certain funds and accounts established to hold Special Tax proceeds under the TrustAgreement and any investment earnings on such funds and accounts. See "SECURITY FOR THE SERIES 2013 BONDS." Existing and Future Additional Obligations Secured by Special Tax Revenues. The Series 2013 Bonds are being issued on a parity with the City's bonds captioned "$31,800,000 City of San Mateo Community Facilities District No, 2008-1 (Bay Meadows) Special Tax Bonds, Series 2012," which are currently outstanding in their original principal amount (the "Series 2012 Bonds"), See "FINANCING PLAN," The TrustAgreement authorizes the issuance of additional bonds secured by a pledge of the same security as that pledged to the Series 2012 Bonds and Series 2013 Bonds, subject to certain conditions. See "SECURITY FORTHE SERIES 2013 BONDS-Additional Obligations Secured by Special Taxes," The City Council of the City acting under authority conferred by the Community Facilities District, acting through its eligible landowner voters, has authorized the issuance of bonds In an aggregate principal amount not to exceed $92 million. See "THE SERIES 2013 BONDS -Authority for Issuance," Use of Proceeds. The Series 2013 Bonds are being issued to (1) finance the acquisition and construction of certain public capital improvements and pay for certain development fees, (ii) fund an increase in the reserve fund for the "Bonds" (as defined in this Official Statement), (iii) pay capitalized interest on the Series 2013 Bonds through September 1, 2014, (Iv).pay the costs of issuing the Series 2013 Bonds and (v) fund certain costs of administering the Community Facilities District, See "FINANCING PLAN - Facilities to be Financed with Proceeds ofthe Series 2013 Bonds" and "- Estimated Sources and Uses of Funds," THE SERIES 2013 BONDS ARE LIMITED OBLIGATIONS OF THE CITY THEIR PRINCIPAL, PREMIUM, IFANY, AND INTEREST ARE SECURED BY AND PAYABLE SOLELY FROM THE SPECIAL TAXES AND THE OTHER AMOUNTS PLEDGED FOR THEM UNDERTHE TRUSTAGREEMENT NONE OF THE CITY, THE STATE, ORANY OF THEIR RESPECTIVE POLITICAL SUBDIVISIONS (EXCEPT THE CITY, TO THE LIMITED EXTENT PROVIDED IN THE TRUST AGREEMENT) WILL IN ANY EVENT BE LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM (IF ANY) OR INTEREST ON THE SERIES 2013 BONDS OR FOR THE PERFORMANCE OF ANY PLEDGE, OBLIGATION OR AGREEMENT OF ANY KIND WHATSOEVER RELATING TO THE SERIES 2013 BONDS, NONE OF THE SERIES 2013 BONDS OR ANY OF THE CITY'S AGREEMENTS OR OBLIGATIONS WILL BE CONSTRUED TO CONSTITUTE AN INDEBTEDNESS OF, A PLEDGE OF THE FAITH AND CREDIT OF OR A LOAN OF THE CREDIT OF THE CITY, THE STATE ORANY OF THEIR RESPECTIVE POLITICAL SUBDIVISIONS (EXCEPT THE CITY, TO THE LIMITED EXTENT PROVIDED IN THE TRUST AGREEMENT) WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORYPROVISION. MATURITY SCHEDULE (see inside cover) This cover page contains certain information for quick reference only. It is nota summaryofthe issue. Potential investors should read the entire Official Statement to obtain information essential to making an informed investment decision regarding the Series 2013 Bonds. Investment in the Series 2013 Bonds involves a high degree of speculative risk that may not be appropriate for some Investors. See "BOND OWNERS' RISKS" for a discussion of special risk factors that should be considered in evaluating their investment quality. The Series 2013 Bonds are offered when, as and if issued by the City and accepted by the Undenwriter, subject to approval as to their iegallty by Orrick, Herrington & Sutcliffe LLP, San Francisco, California, Bond Counsel to the City and subject to certain other conditions, Jones Hall, A Professional Law Corporation, San Francisco, California, is acting as disclosure counsel to the City Nossaman LLP is acting as counsel to the UndenA/riter. Certain legal matters will be passed on for the City by the City Attorney, It is anticipated that the Series 2013 Bonds, in book-entry form, will be available for delivery on or about January 30, 2013. STONE &YOUNGBERG A DIVISION OF STIFEL NICOLAUS The date ofthis Official Statement is: January 17, 2013. MATURITY SCHEDULE (BaseCUSIP:t79901P) $10,565,000 Serial Series 2013 Bonds Maturity Principal Interest Maturity Principal Interest (September 1) Amount Rate Yield cusipt (September 1) Amount Rate Yield CUSIP" 2015 $ 145,000 3.000% 1,900% AS7 2025 $560,000 4,250% 4,250% BCI 2016 170,000 3.000 2,270 AT5 2026 615,000 4,250 4,375 BD9 2017 210,000 3,000 2,650 AU2 2027 675,000 5.000 4,300 C BE7 2018 240,000 3.000 2,900 AVO 2028 745,000 ,5,000 4,380 C BF4 2019 275,000 4.000 3.180 AWS 2029 820,000 5,000 4,450 C BG2 2020 315,000 4.000 3,380 M6 2030 895,000 4,500 4.670 BHO 2021 360,000 4.000 3,580 AY4 2031 970,000 4.625 4,730 BJ6 2022 400,000 4.000 3,800 AZ1 2032 1,060,000 5.000 4,650 C BK3 2023 455,000 4,000 3,950 C BA5 2033 1,150,000 5.000 4,680 C BL1 2024 505,000 4,000 4,100 BB3 $15,435,000 5,000% Term Bond due September 1, 2042, Price; 100,982%C CUSlpt No, 79901P BMO C: Priced to the first optional par call date of September 1, 2022. + Copyright 2013, American Bankers Association, CUSIP data in this Official Statement is provided by Standard & Poor's CUSIP Service Bureau, a division of The McGraw-Hill Companies, inc, Neitherthe City nor the Undenwriter is responsible for the accuracy of the CUSIP data. CITY OF SAN IVIATEO CITY COUNCIL David Lim, Mayor Robert Ross, Deputy Mayor, Council Member Maureen Freschet, Council Member Brandt Grotte, Council tdember Jack Matthews, Council Member CITY STAFF Susan M. Loftus, City Manager Matt Bronson, Assistant City Manager Larry Patterson, Public Works Director David P. Culver, City Treasurer/Finance Director Patricia Olds, City Clerk Shawn Mason, City Attomey PROFESSIONAL SERVICES BOND COUNSEL Orrick, Herrington & Sutcliffe LLP San Francisco, California DISCLOSURE COUNSEL Jones Hall, A Professional Law Corporation San Francisco, California FINANCIAL ADVISORS William Euphrat Municipal Finance, Inc. San Francisco, California Kitahata & Company San Francisco, California SPECIAL TAX CONSULTANT David Taussig & Associates Newport Beach, California APPRAISER Seevers Jordan Ziegenmeyer Rocklin, California TRUSTEE The Bank of New York Mellon Trust Company, N.A, San Francisco, California GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT No Offering May Be Made Except by this Official Statement. Neither the City nor the Undenvriter has authorized any dealer, broker, salesperson or other person to give any information or to make any representations with respect to the Series 2013 Bonds other than as contained in this Official Statement, If given or made, such information or representation should not be relied upon as having been authorized by the City or the Underwriter.