HomeMy WebLinkAboutGrays Crossing Bond Y d PRELIMINARY OFFICIAL STATEMENT DATED AUGUST 19,2004
o` NEW ISSUE-BOOK-ENTRY-ONLY NO RATING
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' unto "Bond Counsel"
ti under
the opinion of Stregulat ors,Yoccar Carlson A dical e Professional Corporation, Newport Beach, Cahfo ( ),
w under rusting standes, regulations, nr[ings and Judicial do cis runs, and arsrnnmg cerunin representations and compliance with terrain
y covenanrs and requnements deu,r+bed herein, interest fund on anal issue chu ovau) on the Bonds is excluded from gross income for
federal mcome tax purposes and n not art item of tax pre%rcncc or purposes of calculating the federal alternative minimum tax imposed
o on rndndduals and corporations. In the further opinion of Bon Counsel mrere t (and original issue discount) on the Bonds it exempt
from.State offY;n/ifirrnm rersona/income tax and the dif cr rare between file issue price of a Bond(the first price at which a substantial
E 2 o amount of 17me Bonds of a maturity is to be sold to file public) and the stated redemption price at maturity with respect to the Bond
0 3 4 onentines original issue discount- See TAX MA7TF,RS'ilea ein with respect m tax consequences relating to the Bonds.
ro $15,460,000*
o Y TRUCKEE DONNER PUBLIC UTILITY DISTRICT
' COMMUNITY FACILITIES DISTRICT NO.04-1 (GRAY'S CROSSING)
3
w SPECIAL TAX BONDS,SERIES 2004
Ec Dated: Date oi'Delivery Due: September 1,as shown on the inside page
o c The Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) Special Tax Bonds,
c o so Series 2004 (the "Bonds") are being issued and delivered to finance various public improvements needed to develop property located
�_ within Community Facilities District No. 04-1 (Gray's Crossing) (the "District'). The District has been formed by Truckee Donner
o ` 4" Public Utility District("TDPUD")and is located in the Town of Truckee(the"Town"),County of Nevada,California-
)
❑ The Bonds are authorized to be issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended
p i c o (Sections 53311 at seq. of the Government Code of the State of California),and pursuant to a Trust Indenture,dated as of September 1,
e14
m m � 2004(the"Indenture"),by and between the District and BNY Western Trust Company,as trustee(the"Trustee"). The Bonds are special
F ar obligations of the District and are payable solely from revenues derived from certain annual Special Taxes (as defined herein)to be
.+'c, m levied on and collected from the owners of the taxable land within the District and from certain other funds pledged under the Indenture,
F all as further described herein. The Special Taxes are to be levied according to the rate and method of apportionment approved by the
0
Q � Board of Directors of TDPUD and the qualified electors within the District See"SOURCES OF PAYMENT FOR THE BONDS
—
I, Special Taxes." The Board of Directors of TDPUD is the legislative body of the District.
u ,
m E �° The Brands are issw3ble in filly 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 maybe made in principal amounts of$5,000 and
6 i° $ integral multiples thereof and will be in book-entry form only. Purchasers of Bonds will not receive certificates representing their
beneficial ownership of the Bonds but will receive credit balances on the books of their respective nominees. The Bonds will not be
transferable or exchangeable except for transfer to another nominee of FTC or as otherwise described herein. Interest on the Bonds will
be payable on March 1,2005 and semiannually thereafter on each March I and September 1. Principal of and interest on the Bonds will
ro be paid by the Trustee to DTC for subsequent disbursement to DTC Participants who are obligated to remit such payments to the
o c a beneficial owners of the Bonds. See"THE BONDS-Description of the Bonds"and Book-Entry-Only System"herein.
Neither the faith and credit nor the taxing power of TDPUD, the County of Nevada, the State of California or any political
F_L @ subdivision thereof is pledged to the payment of the Bonds. Except for the Special Taxes, no other taxes are pledged to the payment of
o '_4 the Bonds. The Bonds are special tax obligations of the District payable solely frorn amounts derived from certain annual Special Taxes
" (as defined herein)and other amounts held under the Indentm e as more fully described herein.
$ s The Bonds are subject to optional redemption,special mandatory redemption and mandatory sinking fiord redemption prior to
c o maturity as set forth herein. See"THE BONDS-Redemption"herein.
o
CERTAIN EVENTS COULD AFFECT THE ABILITY OF THE DISTRICT TO PAY THE PRINCIPAL OF AND
'" INTEREST ON THE BONDS WHEN DUE. THE PURCHASE OF THE BONDS INVOLVES SIGNIFICANT RISKS, AND
c E -o THE BONDS ARE NOT SUITABLE INN ESTDIEN'TS FOR ALL INVESTORS. SEE THE SECTION OF THIS OFFICIAL
B B STATEMENT ENTITLED "SPECIAL RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT
SHOULD BE CONSIDERED, IN ADDITION TO THE OTHER MATTERS SET FORTH HEREIN, IN EVALUATING THE
O c o INVESTMENT QUALITY OF THE BONDS.
c c
This cover page contains certain information for general reference only. It is not intended to be a summary of the security or
terms of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an
o informed investment decision.
� 0 3
E 5
w tc o MATURITY SCHEDULE'
*: o (See Inside Cover Page)
� c>
m — T
F a The Bonds are offered when, as and if issued and accepted by the Underwriter, subject to approval as to their legality by
" ❑ Swathing Yocca Carlson & Rauth, a Professional Corporation, Bond Counsel, and subject to certain other conditions. Certain legal
� matters will be passed on for TDPUD and the District by Dennis W. De Cuir, A Law Corporation, Roseville, California, for the
E _ Developer by its counsel Hefner, Stark & Marois LLP, Sacramento, California, and for the Underwriter by its counsel Nossaman,
c Guthner,Knox&Elliot LLP,Irvine,California. It is anticipated that the Bonds in book-entry form will be available for delivery to DTC
� 0
y in New York,New York,on or about September 8,2004.
m °1
C UBS FINANCIAL SERVICES INC.
�C
c O o Dated; 2004
E � �
h *Preliminary,subject to change.
F � y
DOCSSF/45753v7/22925-0010
MATURITY SCHEDULE*
Maturity
Date Principal Interest
LSeptember I Amount Rate Price
$ %Tenn Bond due September 1,20_Price: %
S %Term Bond due September 1,20_Price: 0/4
Preliminary, subject to change.
DOCSSFl45753v7/22925-0010
TRUCKEE DONNER PUBLIC UTILITIES DISTRICT
BOARD OF DIRECTORS
Joseph R.Aguera
J. Ron Hemig
.Tames A. Maass
Patricia S. Sutton
Nelson Van Gundv
DISTRICT STAFF
Peter L. Holzmeister,General Manager
Stephen Hollabaugh,Assistant General Manager and Electric Utility Manager
Raymond Edward Taylor,Water Utility Manager
Mary Chapman,Administrative Services Manager and Treasurer
BOND COUNSEL
Suadling Yocca Carlson & Rauth, a Professional Corporation
Newport Beach, California
FINANCIAL ADVISOR TO THE DISTRICT
Fieldman Rolapp&Associates
Irvine, California
SPECIAL TAX CONSULTANT
MuniFinancial
Temecula,California
REAL ESTATE APPRAISER
Brown,Chudleigh, Schuler, Donaldson&Associates
Park City,Utah
TRUSTEE
BNY Western Trust Company
San Francisco,California
DOCSSF/45753v7/22925-0010
{
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}
Except where otherwise indicated, all information contained in this Official Statement has been provided
by TDPUD and the District. No dealer, broker, salesperson or other person has been authorized by TDPUD, the
District, the Trustee or the Underwriter 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
representations must not be relied upon as having been authorized by TDPUD, the District, the Trustee 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.
This Official Statement is not to be construed as a contract with the purchasers or Owners of the Bonds.
Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion,whether or
not expressly so described herein, are intended solely as such and are not to be construed as representations of fact.
The Underwriter has provided the following sentence 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.
The information and expressions of opinion herein are subject to change without notice and neither the
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 TDPUD, the District or any other parties described herein
since the date hereof. All summaries of the Indenture or other documents are made subject to the provisions of such
documents respectively and do not pinpon to be complete statements of any or all of such provisions. Reference is
hereby made to such documents on file w-ith TDPUD for further information in connection therewith.
Certain statements included or incorporated by reference in this Official Statement constitute "f-orward-
looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995.
Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United
States Securities Act of 1933,as amended. Such statements are generally identifiable by the terminology used such
as "plan," "expect," "anticipate," "estimate," "project" "budget" or other similar words. Such forward-looking
statements include, but are not limited to, certain statements contained in the information under the captions "THE
COMMUNITY FACILITIES DISTRICT"and"THE DEVELOPMENT AND PROPERTY OWNERSHIP."
THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN
SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE
OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS,
PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
STATEMENTS. TFIE DISTRICT DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE
FORWARD-LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT.
IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY
OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF SUCH 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 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE
NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.
DOCSSF/45753v7/22925-0010
TABLE OF CONTENTS
Page
INTRODUCTION ......---.................... .....................I............ ................I.......... ................I
General..................---.................................---....................................-......--......................--...............I
ForwardLooking Statements................................—....... ......--........................... .........--...........................I
TheDistrict................. ................................---................................. ............................. ............2
Sources of Payment for the Bonds................. .....-.........................................--...... .......................--.......3
Descriptionof the Bonds.............. ......-............................-........ ................................. ........................A
TaxMatters.................................... ....................................___..... ........................... ..................-4
Professionals Involved in the Offering.......---..... ........................... ......... ...................................--.........4
ContinuingDisclosure........._...... ............................. ........................................... ...---......................5
BondOwners' Risks................---...................... .......----..................................... .......—....................-5
OtherInformation..............................-...... .......................................---............................... ...--..............5
ESTIMATED SOURCES AND USES OF FUNDS................---................................. .....................................6
THEBONDS.....................---....................................--................................ .......--.... .................... ........7
GeneralProvisions............ ............................ ........................................--..........................-7
Redemption............. .........----....................... ...... —.—.............................. ........ ...... ........................7
Book-Entry-Only System.................... ...--,............................. ...--....................................---...............8
Debt Service Schedule for the Bonds........-.....--.............................. ...... ....--............................. ...--....I I
SOURCES OF PAYMENT FOR THE BONDS ............. ...-..... ................................. ...........................12
GeneralProvisions........................ .............................. ...... .....--.............................. .......................12
SpecialTaxes.............................---.... ....... .................................................................. ........................12
SpecialTax Fund.............................. ....... ................................--... ...--... ............................. ...—............13
Principal Account and Interest Account.....---...... ................................. ......--.........................—.--.....13
ReserveAccount ....... ......................... ....... .......................................---.....-...................... ...--............13
Administrative Expense Account.................. ..........................................—............................ 14
Acquisition and Construction Fund.............---...........................................-................................... .....14
Proceeds of Foreclosure Sales..... ..........................--... ....................................... ...... ........................--15
Reduction of Maximum Special Taxes............................. ........--..................................—.......................15
ParityBonds...............................--................................................. ........... ..................--.........................A6
LimitedObligation...........................—....................................... .....--....................................-................18
THE COMMUNITY FACILITIES DISTRICT.............. ........--.......................................................................20
General Description of the District ..................................--......................................-... .................... ......20
Description of Authorized Facilities .... ..............................-.... ....---.......................... ......-..... ...........20
Taxpayers...... .................... ........--..................................--.....--.................. ...............-.................20
Estimated Direct and Overlapping Indebtedness .............................................—.--..........................—....-20
ExpectedTax Burden........... ...... ...................................---.......................................... ..........................22
EstimatedValue-to-Lien Ratios..... ............................ ...----........................................ ..........................23
THE DEVELOPMENT AND PROPERTY OWNERSHIP................................................... ...........................24
TheDeveloper........................ ...--................................---.... ... .................................-..........................24
DevelopmentPlan............................ ............................. ....—......--.............................. ......-............26
EnvironmentalCompliance.... ............................ .............................................................. .......31
DevelopmentAgreement......- ........................ ....... ........................................ ...........................31
Appraisal............................................. ........................................----... .......................... ...........31
SPECIAL RISK FACTORS ..................... ---........................... .........---..... ..................... .....--..........32
Concentration of Ownership......................---.......................... .................... ....................... ..................32
LimitedObligations................-... .............................--...--... ............................. ............................32
Insufficiency of Special Taxes........—................................---........................................---..................33
TaxDelinquencies..—........ ..........................--............................................--......... .....................—.........33
Failureto Develop Properties...................................----...................................—....--.......................—33
Future Land Use Regulations and Growth Control Initiatives.... .................................-........................34
i
DOCSSF/45753v7/22925-0010
TABLE OF CONTENTS
Page
EndangeredSpecies...... .......--................ .......................--...............-.......................................................35
NaturalDisasters..........................................................................................................................................35
Hazardous Substances..... ...... ........... ...................................................35
Parity Taxes and Special Assessments.........................................................................................................36
Disclosures to Future Purchasers ......... ............................................ .............. ......... ......--.....36
Non-Cash Payments of Special Taxes........................ .................................................................................36
Payment of the Special Tax Is Not a Personal Obligation of the Owners....................................................37
LandValues ....--... ........... ....... ......... ............... .......................... ...... ...... ....—................. ....37
FDIC/Federal Government Interests in Properties........ ..............................................................................38
Bankruptcy and Foreclosure.........................................................................................................................38
No Acceleration Provision.................... ........................................................................—....... ...... ....40
Loss of Tax Exemption...—... ...... ......—....... ........--........--..... ....... ...40
Limitationson Remedies........................................................ .....................................................................40
LimitedSecondary Market..........................................................................................................-...... ........40
Proposition218 ............................................................................................................................ ...............40
Ballot Initiatives.... ...... ........ .................................—.41
CONTINUING DISCLOSURE........ ......... ............................................. ...... .........---..--.42
TAXMATTERS...................................................................... ............ .............................................................42
LEGAL OPINION.......... ...... ...... ....--..... ...... ........ .....-.-...... .......................................--43
LITIGATION......................................................................................................................................................43
NORATING............................................................. .......... ........... ..................................................................43
UNDERWRITING,... ...... ........--...................--.....—44
FINANCIALINTERESTS.................................................................................................................................44
PENDING LEGISLATION....... ................................. ....---...... ............................................................—44
ADDITIONAL INFORMATION.......................................................................................................................45
APPENDIX A - RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX.................................A-1
APPENDIX B -COMPLETE APPRAISAL....................................................................................................B-1
APPENDIX C -GENERAL INFORMATION CONCERNING THE TOWN OF TRUCKEE................. ....C-1
APPENDIX D - SUMMARY OF INDENTURE........................—..................................................................D-1
APPENDIX E-CONTINUING DISCLOSURE AGREEMENT OF THE DISTRICT..................................E-1
APPENDIX F -CONTINUING DISCLOSURE AGREEMENT OF DEVELOPER......................................F-I
APPENDIX G -FORM OF OPINION OF BOND COUNSEL............. .................................. ......................G-1
it
DOCSSF/45753v7/22925-0010
[REGION MAP]
DOCSSF/45753v7/22925-0010
[TAHOE AREA MAP]
DOCSSFi45753v7/22925-0010
$15,460,000�
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
COMMUNITY FACILITIES DISTRICT NO. 04-1 (GRAYS CROSSING)
SPECIAL TAX BONDS, SERIES 2004
INTRODUCTION
General
This introduction is not a summary of this Official Statement. It is only a brief description of and guide to,and
is qualified bv, more complete and detailed information contained in the entire Official Statement and the documents
summarized or described herein. A fall review should be made of the entire Official Statement. The sale and delivery
of Bonds (as defined below) to potential investors is made only by means of the entire Official Statement. All
capitalized terms used in this Official Statement and not defined shall have the meanings set forth in Appendix D -
"SUMMARY OF INDENTURE—Definitions."
The purpose of this Official Statement, which includes the cover page, the table of contents and the attached
appendices collectively, the "Official Statement"), is to provide certain information concerning the issuance of the
S15,460,000 Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) Special
Tax Bonds, Series 2004 (the"Bonds"). The proceeds of the Bonds will be used to construct and acquire various public
irnprovcments needed with respect to the proposed development within Truckee Donner Public Utility District
Community Facilities District No. 04-1 (Grays Crossing) (the "District"), to fund the Reserve Account securing the
Bonds,to fund capitalized interest on the Bonds and to pay costs of issuance of the Bonds.
The Bonds are authorized to be issued pursuant to Mello-Roos Community Facilities Act of 1982, as amended
(Sections 53311 et. seq,. of the Government Code of the State of California) (the "Act") and a Trust Indenture (the
"Indenture"), dated as of September 1, 2004, by and between the District and BNY Western Trust Company (the
"Trustee"). The Bonds are secured under the Indenture by a pledge of and lien upon Net Taxes (as defined herein)and
all moneys in the funds and accounts under the Indenture other than the Rebate Fund and the Administrative Expense
Account.
Forward Looking Statements
Certain statements included or incorporated by reference in this Official Statement constitute"forward-looking
statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of
the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of
1933, as amended. Such statements are generally identifiable by the terminology used such as "plan," "expect,"
"estimate,""project,""budget"or other similar words. Such forward-looking statements include,but are not limited to,
certain statements contained in the information under the caption "THE COMMUNITY FACILITIES DISTRICT"and
"THE DEVELOPMENT AND PROPERTY OWNERSHIP."
THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS
DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR
ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE
DISTRICT DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING
STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT.
Preliminary, subject to change.
I
DOCSSF/45753v7/22925-0010
The District
Formation Proceedings. The District has been formed by the Truckee Donner Public Utility District
("TDPUD")pursuant to the Act. The Act was enacted by the California legislature to provide an alternative method of
financing certain public capital facilities and services, especially in developing areas of the State of California (the
"State"). Any local agency (as defined in the Act) may establish a community facilities district to provide for and
finance the cost of eligible public facilities and services. Generally, the legislative body of the local agency which
forms a community facilities district acts on behalf of such district as its legislative body. Subject to approval by
two-thirds of the votes cast at an election and compliance with the other provisions of the Act, a legislative body of a
local agency may issue bonds for a community facilities district and may levy and collect a special tax within such
district to repay such indebtedness. The Board of Directors of TDPUD (tire"Board of Directors") acts as the legislative
body of the District.
Pursuant to the Act, the Board of Directors adopted the necessary resolutions stating its intent to establish the
District,to authorize the levy of Special Taxes on taxable property within the boundaries of the District,and to have the
District incur bonded indebtedness. Following public hearings conducted pursuant to the provisions of the Act, the
Board of Directors adopted resolutions establishing the District and calling special elections to submit the levy of the
Special Taxes and the incurring of bonded indebtedness to the qualified voters of the District. On July 21, 2004, at an
election held pursuant to the Act, the landowners who comprised the qualified voters of the District, authorized the
District to incur bonded indebtedness in the aggregate principal amount not to exceed $35,000,000 and approved the
rate and method of apportionment of the Special Taxes for the District to pay the principal of and interest on the bonds
of the District which is set forth in Appendix A hereto(the"Rate and Method").
The District. The District consists of approximately 757.2 gross acres and is located north of Interstate 80 in
the eastern portion of the Town of Truckee, California (the "Town"), on both the east and west sites of State Highway
89, The District has an irregular shape with mostly level topography with same gently sloping and undulating areas.
The land in the District is fully entitled and subject to a Development Agreement, dated March 25, 2004, between the
Developer (defined below) and the Town. The District is expected to be developed into a mountain resort community
consisting of 408 single family lots, 89 single family freestanding cottages, 115 attached townhomes, 21 residential
lofts, approximately 40,700 square feet of commercial space and various community space. 28 of the cottages, 8 of the
townhomes and the community space will not be subject to the Special Tax levy. On-site recreational amenities are
expected to include a Peter JacobsenlJim Hardy-designed 18-hole championship golf course and pro shop as well as a
fitness center. Tire development will occur in four phases with some overlap between phases. Phase I will include 101
of the 408 single family lots as well as all 89 single family freestanding cottages. The development in the District will
be known as "Gray's Crossing." See "fIIE DEVELOPMENT AND PROPERTY OWNERSHIP — Development
Plan."
The Developer. The owner and master developer of the land in the District is Gray's Station LLC, dba Gray's
Crossing, LLC (the "Developer"), a land holding wholly-owned subsidiary of East West Resort Development V, L.P.,
L.L.L.P., a Delaware limited partnership, limited liability limited partnership ("EWRDV"). East West Partners, the
appointed manager of EWRDV, has been responsible for the development of over $1 billion of residential and
commercial real estate. Such development has included resort communities in California and Colorado that are similar
to the development proposed in the District. East West Partners, through EWRDV and its subsidiaries, is currently
developing several projects in the vicinity of the District. The investor limited partner of the EWRDV is a subsidiary
of Crescent Real Estate Equities Company,one of the largest publicly held Real Estate Investment Trusts in the United
States. See"THE DEVELOPMENT AND PROPERTY OWNERSHIP—The Developer."
DOCSSF/45753v7/22925-0010 v
Development Status. Mass grading of roadways and utility infrastructure construction in connection with the
101 single family lots of phase 1 is underway. Such development commenced July 15, 2004 and is expected to be
completed by November 30, 2004. To date, the Developer has received 515 non-binding reservations for the 101 lots
within phase 1. Reservation holders will be entered into a lottery for first opportunities to purchase lots when formal
sales activity begins in October 2004. The Developer expects to close initial phase I lot sales by the end of 2004.
Construction activities in connection with the 89 freestanding single family cottages of phase I is anticipated to begin
in the spring of 2005 with sales to commence shortly thereafter. Development of the commercial property and phase 2
single family lots is also expected to begin in 2005.
Appraisal. Brown, Chudleigh, Schuler, Donaldson and Associates, Park City, Utah (the "Appraiser"), has
conducted an appraisal (the"Appraisal")of the land within the District and has concluded,based upon the assumptions
and limiting conditions contained in the Appraisal, that, as of Judy 28, 2004, the value of land within the District that is
subject to the Special Tax levy was S90,100,000. The Appraisal allocates $68.9 million of the total value to the
residential land in the District, $15.5 million to the golf course and $5.7 million to the commercial property. See"THE
DEVELOPMENT AND PROPERTY OWNERSHIP-Appraisal'and APPENDIX B -"COMPLETE APPRAISAL."
Sources of Payment for the Bonds
Net Taxes. Under the Indenture, the District has pledged to repay the Bonds from the Net Taxes and amounts
on deposit in the certain funds and accounts established under the Indenture other than the Rebate Fund and the
.Administrative Expense Account.
The Net Taxes are the primary security for the repayment of the Bonds. In the event that the Net Taxes are not
paid when due,the only sources of funds available to pay the debt service on the Bonds are certain amounts held by the
Trustee, including amounts held in the Reserve Fund. See"SOURCES OF PAYMENT FOR THE BONDS—Reserve
Fund."
Foreclosure Proceeds. The District has covenanted for the benefit of the owners of the Bonds that it (i) will
commence judicial foreclosure proceedings against all parcels owned by a property owner where the aggregate
delinquent Special Taxes on such parcels is greater than $7,500 by the October I following the close of each Fiscal
Year in which such Special Taxes were due and (ii)will commence judicial foreclosure proceedings against all parcels
with delinquent Special Taxes by the October 1 following the close of each Fiscal Year in which it receives Special
Taxes in an amount which is less than 95% of the total Special Tax levied for such Fiscal Year, and (iii)will diligently
pursue such foreclosure proceedings until the delinquent Special Taxes are paid; provided that, notwithstanding the
foregoing, the District may elect to defer foreclosure proceedings on any parcel which is owned by a delinquent
property owner whosee property is not,in the aggregate,delinquent in the payment of Special Taxes for a period of three
years or more or in an amount in excess of$12,000 so long as (I) the amount in the Reserve Account of the Special
Tax Fund is at least equal to the Reserve Requirement, and (2) the District is not in default in the payment of the
principal of or interest on the Bonds. The District may, but shall not be obligated to, advance funds from any source of
legally available funds in order to maintain the Reserve Account of the Special Tax Fund at the Reserve Requirement
or to avoid a default in payment on the Bonds. See "SOURCES OF PAYMENT FOR THE BONDS — Proceeds of
Foreclosure Sales" herein." There is no assurance that the property within the District can be sold for the appraised
value or assessed values described herein, or for a price sufficient to pay the principal of and interest on the Bonds in
the event of a default in payment of Special Taxes by the current or future landowners within the District. See
"SPECIAL RISK FACTORS—Land Values"and APPENDIX B -"COMPLETE APPRAISAL"herein.
EXCEPT FOR THE SPECIAL TAXES, NO OTHER TAXES ARE PLEDGED TO THE PAYMENT
OF THE BONDS. THE BONDS ARE NOT GENERAL OR SPECIAL OBLIGATIONS OF TDPUD NOR
GENERAL OBLIGATIONS OF THE DISTRICT, BUT ARE SPECIAL OBLIGATIONS OF THE DISTRICT
PAYABLE SOLELY FROM NET TAXES AND AMOUNTS HELD UNDER THE INDENTURE AS MORE
FULLY DESCRIBED HEREIN.
3
DOCSSF/4575 3v7/22925-001 0
Description of the Bonds
The Bonds will be issued and delivered as fully registered Bonds, registered in the name of Cede& Co. as
nominee of The Depository Trust Company,New York,New York ("DTC"), and will be available to actual purchasers
of the Bonds (the `Beneficial Owners") in the denominations of $5,000 or any integral multiple thereof, under the
book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants as
described herein. Beneficial Owners will not be entitled to receive physical delivery of the Bonds. In the event that the
book-entry-only system described herein is no longer used with respect to the Bonds, the Bonds will be registered and
transferred in accordance with the Indenture. See"THE BONDS—Book-Entry-Only System"herein.
Principal of, premium, if any, and interest on the Bonds is payable by the Trustee to DTC. Disbursement of
such payments to DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial
Owners is the responsibility of DTC Participants. In the event that the book-entry-only system is no longer used with
respect to the Bonds, the Beneficial Owners will become the registered owners of the Bonds and will be paid principal
and interest by the Trustee, all as described herein. See'"THE BONDS—Book-Entry-Only System"herein.
The Bonds are subject to optional redemption, extraordinary mandatory redemption and mandatory sinking
fund redemption as described herein. For a more complete descriptions of the Bonds and the basic documentation
pursuant to which they are being sold and delivered, see "THE BONDS" and APPENDIX D- "SUMMARY OF
INDENTURE"herein.
Tax Matters
In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California
("Bond Counsel"), under existing statutes, regulations, rulings and judicial decisions, and assuming certain
representations and compliance with certain covenants and requirements described herein, interest (and original issue
discount) on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax
preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In
the further opinion of Bond Counsel, interest (and original issue discount) on the Bonds is exempt from State of
California personal income tax. See"TAX MATTERS"herein.
Set forth in APPENDIX G is the form of opinion of Bond Counsel expected to be delivered in connection with
the issuance of the Bonds. For a more complete discussion of such opinion and certain tax consequences incident to
the ownership of the Bonds,see"TAX MATTERS"herein.
Professionals Involved in the Offering
UBS Financial Services Inc. is the Underwriter of the Bonds. BNY Western Trust Company, San Francisco,
California, will act as Trustee under the Indenture. All proceedings in connection with the issuance and delivery of the
Bonds are subject to the approval of Bond Counsel. Fieldman Rolapp& Associates is acting as Financial Advisor to
TDPUD in connection with the Bonds. Certain legal matters will be passed on for TDPUD and the District by Dennis
W. De Cuir, A Law Corporation, Roseville, California, for the Developer by its counsel, Hefner, Stark &Marais LLP,
Sacramento, California, and for the Underwriter by its counsel Nossaman, Guthner, Knox & Elliot LLP, Irvine,
California ("Underwriter's Counsel"). Other professional services have been performed by MuniFinancial, Temecula,
California, as Special Tax Consultant, and Brown, Chudleigh, Schuler, Donaldson & Associates, Park City, Utah, as
Appraiser.
For information concerning the respects in which certain of the above-mentioned professionals, advisors,
counsel and agents may have a financial or other interest in the offering of the Bonds, see"FINANCIAL INTERESTS"
herein.
4
DOCSSF/45753v7/22925-0010
Continuing Disclosure
The District and the Developer have agreed to provide, or cause to be provided, to each nationally recognized
municipal securities information repository and any public or private repository or entity designated by the State as a
state repository for purposes of Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission certain annual
financial information and operating data. The District has further agreed to provide notice of certain material events.
These covenants have been made in order to assist the Underwriter in complying with Rule 15c2-12(b)(5). See
"CONTINUING DISCLOSURE" herein, APPENDIX E and APPENDIX F hereto for a description of the specific
nature of the annual reports to be filed by the District, the annual and semi-annual reports to be filed by the Developer,
and notices of material events to be provided by the District.
Bond Owners' Risks
Certain events could affect the timely repayment of the principal of and interest on the Bonds when due. See
the section of this Official Statement entitled "SPECIAL RISK FACTORS" for a discussion of certain factors which
should be considered, in addition to other matters set forth herein, in evaluating an investment in the Bonds. The
Bonds are not rated by any nationally recognized rating agency. The purchase of the Bonds involves significant risks,
and the Bonds are not suituble un,estments for all irn estors. See"SPECIAL RISK FACTORS"herein.
Other Information
This Official Statement speaks only as of its date, and the information contained herein is subject to change.
Brief descriptions of the Bonds and the Indenture are included in this Official Statement. Such descriptions
and information do not purport to be comprehensive or definitive. All references herein to the Indenture, the Bonds
and the constitution and laws of the State as well as the proceedings of the Board of Directors, acting as the legislative
body of the District, are qualified in their entirety by references to such documents, laws and proceedings, and with
respect to the Bonds, by reference to the Indenture. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Indenture.
Copies of the Indenture, the Continuing Disclosure Agreements and other documents and information referred
to herein are available for inspection and (upon request and payment to TDPUD of a charge for copying, mailing and
handling)for delivery from TDPUD at P.O.Box 309,Truckee,CA 96160,Attention: Secretary.
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DOCSSF/45753v7/22925-0010
ESTIMATED SOURCES AND USES OF FUNDS
The following table sets forth the expected uses of Bond proceeds:
Sources of Funds
Principal Amount of Bonds $
TOTAL SOURCES
Uses of Funds
Acquisition and Construction Fund S
Reserve Account
Cost of Issuance Account(l)
Administrative Expense Account
Interest Accounts'`/
Underwriter's Discount
TOTAL USES
ut Includes legal costs, printing costs, consultant fees and other costs of issuing the Bonds.
ht Represents capitalized interest on the Bonds through September I,2005.
6
DOCSSF/45753v7/22925-0010 -
_.. .
THE BONDS
General Provisions
The Bonds will be dated their date of delivery and will be issued in the aggregate principal amount of
$15,460,000�. The Bonds will bear interest from their dated date at the rates per annum set forth on the inside cover
page hereof, payable semiannually on each March I and September 1, commencing March 1, 2005 (individually, an
"Interest Payment Date"), and will mature in the amounts and on the dates set forth on the inside cover page hereof.
Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30 day months. The Bonds
will be issued in fully registered form in denominations of$5,000 or any integral multiple thereof.
Principal of and interest on the Bonds are payable in lawful money of the United States of America. Interest is
payable by check of the Trustee mailed to the registered owners appearing on the registration books of the Trustee as of
the close of business on the fifteenth day of the month next preceding each Interest Payment Date. Principal and any
premium on the Bonds are payable upon surrender of the Bonds at the Principal Office of the Trustee.
The Bonds, when issued, will be registered initially in the name of Cede& Co., as registered owner and
nominee of DTC. So long as DTC, or Cede& Co., as nominee, is the registered owner of all the Bonds,principal and
interest payments on the Bonds will be made directly to DTC, and disbursement of such payments to the DTC
Participants (defined below) xsrill be the responsibility of DTC, and disbursement of such payments to the Beneficial
Ovmers (defined below) will be the responsibility of the DTC Participants, as more fully described under "—Book-
Entry-Only System."
Redemption
&landatory Prepanment Redemption. All of the Bonds are subject to redemption prior to their stated
maturities on any Interest Payment Date from the proceeds of prepayments of Special Taxes, in whole or in part (in
integral multiples of$5,000), at a redemption price (expressed as a percentage of the principal amount of the Bonds or
portions thereof to be redeemed) as set forth below, together with accrued interest thereon to the date fixed for
redemption:
Redemption Dates Redempfion Prices
Through ?March 1,20
September 1,20_.and March 1, 20
September 1,20 ,and March 1, 20
September 1,20 and thereafter
Optional Redemption*. The Bonds maturing on or after September 1,20 ,are subject to optional redemption,
from sources of funds other than prepayments of the Special Tax prior to their stated maturity as a whole, or in part (in
integral multiples of$5,000) in order of maturity selected by the District and by lot within a maturity, on any Interest
Payment Date on or after September 1, 20 , at a redemption price (expressed as a percentage of the principal amount
of the Bonds or portions thereof to be redeemed) as set forth below, together with accrued interest thereon to the date
fixed for redemption:
Preliminary, subject to change.
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DOCSSF/45753v7/22925-0010
Redemjon Dates Redem tion Prices
Through March 1,20_
September 1,20 _ and March 1,20
September I,20 , and March 1,20_
September 1,20 and thereafter
Mandatory-Sinking Fund Redemption. The Bonds maturing on September 1, 20 are subject to mandatory
sinking payment redemption in part on September 1, 20 , and on each September I thereafter to maturity, by lot, at a
redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the date fixed
for redemption,without premium, from sinking fund payments as follows:
Redemption Date Principal
(September 11 Amount
The amounts in the foregoing table shall be reduced pro r ata by the principal amount of all Term Bonds which
are redeemed as a result of any prior partial redemption of Term Bonds.
Redemption Procedures. The Trustee shall cause notice of any redemption to be mailed by first class mail,
postage prepaid, at least thirty(30) days but not more than sixty(60) days prior to the date fixed for redemption,to the
respective registered owners of Bonds designated for redemption, at their addresses appearing on the Bond registration
books;but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such
notice, or any defect therein,shall not affect the validity of the proceedings for the redemption of such Bonds.
Upon surrender of Bonds redeemed in part only, the Trustee shall authenticate and deliver to the registered
owner a new Bond or Bonds, of the same maturity, of any authorized denomination in aggregate principal amount
equal to the unredeemed portion of the Bond or Bonds.
Book-Entry-Only System
DTC 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). One fully-registered certificate will be issued for
each maturity of the Bonds,each in the aggregate principal amount of such maturity, and will be deposited with DTC.
Preliminary, subject to change.
8
DOCSSP/45753v7/22925-0010
DTC 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 securities that its
participants ("Direct Participants") deposit with DTC. DTC also facilitates the settlement among Direct Participants of
securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-
entry changes in Direct Participants' accounts, thereby eliminating the need for physical movement of securities
certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to
the DTC system is also available to others such as securities brokers and dealers,banks, and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). The Rules applicable to DTC and its Direct and Indirect Participants are on file with the Securities and
Exchange Commission.
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive
credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond (`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, but Beneficial Owners are 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
Bonds 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 Bonds,
except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds 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 Bonds with DTC and their registration in the name of Cede& Co.or such other
nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are
credited, which may or may not be the Beneficial Owners. The Direct or Indirect Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
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 Bonds may wish to take certain steps to augment transmission to them of notices of significant
events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the security
documents. Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has
agreed to obtain and transmit notices to Beneficial Owners, or in the alternative, Beneficial Owners may wish to
provide their names and addresses to the registrar and request that copies of the notices be provided directly to them.
Redemption notices shall be sent to Cede & Co. If less than all of the Bonds within a maturity are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity
to be redeemed.
Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Bonds.
Under its usual procedures, DTC mails an Omnibus Proxy to the District 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 the
Bonds are credited on the record date(identified in a listing attached to the Omnibus Proxy).
9
DOCSSF/45753v7/22925-0010
Principal of and interest on the Bonds will be made to DTC(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 the District or the Trustee on the 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 bearer
form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, or
the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of
principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of
DTC) is the responsibility of the District or the Trustee, disbursement of such payments to Direct Participants shall be
the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of
Direct and Indirect Participants.
DTC may discontinue providing its services or securities depository with respect to the Bonds at any time by
giving reasonable notice to the District or the Trustee. Under such circumstances, in the event that a successor
securities depository is not obtained, Bonds are required to be printed and delivered.
The District may decide to discontinue use of the system of book-entry transfers through DTC (or a successor
securities depository). In that event, Bonds will be printed and delivered and will be governed by the provisions of the
Indenture with respect to payment of principal and interest and rights of exchange and transfer.
The District cannot and does not give any assurances that DTC participants or others will distribute payments
with respect to the Bonds received by DTC or its nominee as the registered Owner, or any redemption or other notices,
to the Beneficial Owners, or that they will do so on a timely basis, or that DTC will service and act in the manner
described in this Official Statement.
The information in this section concerning DTC and DTC's book-entry system has been obtained from sources
that the District believes to be reliable,but the District takes no responsibility for the accuracy thereof.
In the event that the book-entry system described above is no longer used with respect to the Bonds, the
principal of the Bonds is payable upon surrender thereof at the corporate trust office of the Trustee. Interest on the
Bonds is payable on each Interest Payment Date to the registered owner thereof as of the close of business on the
Record Date immediately preceding each Interest Payment Date, such interest to be paid by check of the Trustee,
mailed by first-class mail to the registered owner at his or her address as it appears on the Register (or at such other
address as is furnished to the Trustee in writing by the registered owner). A registered owner of$1,000,000 or more in
principal amount of Bonds may be paid interest by wire transfer in immediately available funds to an account in the
United States if the registered owner makes a written request of the Trustee no later than the applicable Record Date.
The principal of and interest on the Bonds shall be payable in lawful money of the United States of America.
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DOCS S F/45753 v7/22925-0010
Debt Service Schedule for the Bonds
The table below sets forth the annual debt service requirements on the Bonds. If the maximum Special Tax
levy allowed under the Rate and Method was collected in fiscal year 2005-06, resulting Net Taxes would produce
230% debt service coverage on the Bonds for such fiscal year.
Period Ending
S tem er l PrmdPat Interest Debt Service
e
TOTALS
*Preliminary, subject to change.
Il
DOCSSF/45753v7/22925-0010
SOURCES OF PAYMENT FOR THE BONDS
General Provisions
Pursuant to the Indenture, the Bonds are equally secured by a first pledge of the Net Taxes and by other
amounts held in the Special Tax Fund other than the Administrative Expense Account and Rebate Fund.
"Net Taxes" means, for each Fiscal Year, Gross Taxes (exclusive of any penalties and interest accruing with
respect to delinquent Special Tax installments) minus amounts (not in excess of the current Administrative Expense
Cap) set aside to pay Administrative Expenses and minus the portion of any prepayment of Special Taxes not required
to be deposited in the Special Tax Fund pursuant to the Indenture.
"Gross Taxed' means the amount of all Special Taxes received by the District, together with the proceeds
collected from the sale of property pursuant to the foreclosure provisions of the Indenture for the delinquency of
Special Taxes remaining after the payment of all the costs related to such foreclosure actions,including, but not limited
to, all legal fees and expenses,court costs,consultant and title insurance fees and expenses.
"Special Taxes" means the taxes authorized to be levied by the District in accordance with the Rate and
Method, as the Rate and Method may be amended from time to time.
"Administrative Expense Cap" means the amount $25,500,with such amount escalating by 2%per Bond Year
beginning September 2, 2005, provided that the District may, in its sole discretion, fund Administrative Expenses,
without limitation, from any other funds available to the District,including the Surplus Fund,
Special Taxes
The Special Tax is exempt from the tax rate limitations of California Constitution Article XIIIA because,
pursuant to Section 4 of Article XIIIA, the Special Tax was authorized by a two-thirds vote of the qualified electors of
the Community Facilities District. Consequently, the District has the power and is obligated,pursuant to the covenants
contained in the Indenture, to assure the levy of the Special Tax, including without limitation, the enforcement of
delinquent Special Taxes. The Special Tax thus levied and collected will be used to pay the principal of and interest on
the Bonds and the Administrative Expenses due or corning due and to replenish the Reserve Account,if necessary.
Because the Special Tax levy is limited to the maximum rates set forth in the Rate and Method, no
assurance can be given that, in the event of Special Tax delinquencies, the receipts of the Special Tax will, in
fact, be in sufficient amounts in any given year to pay debt service on the Bonds and all other obligations of the
District.
The Board of Directors, as legislative body of the District, shall fix and levy the Special Tax in an amount
sufficient, together with other amounts on deposit in the Special Tax Fund, to pay (a) the principal (including Sinking
Fund Payments) of and interest on the Bonds when due, (b) to the extent permitted by law, the Administrative
Expenses, and (c) any amounts required to replenish the Reserve Account of the Special Tax Fund to the Reserve
Requirement. See"APPENDIX A—RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX."
The Special Tax shall be payable and be collected in the same manner and at the same time and in the same
installments as the general taxes on real property are payable, and have the same priority, become delinquent at the
same time and in the same proportionate amounts and bear the same proportionate penalties and interest after
delinquency as do the ad valorem taxes on real property. However, the Board of Directors may, by resolution,provide
for any other appropriate method of collection of the Special Tax, including direct billing to property owners. For a
description of the method by which Special Taxes with respect to the fractional interest cabins and cottages will be
paid, see "THE DEVELOPMENT AND PROPERTY OWNERSHIP — Development Plan — Fractional Interest
Cabins and Cottages."
12
DOCSSF/45753v7722925-0010
Although the Special Tax will constitute a Tien on the taxed parcels of land within the District, the
Special Tax does not constitute a personal indebtedness of the owners of property within the District. There is
no assurance that the property owners will be financially able to pay the annual Special Tax or that they will
pay such taxes even if financially able to do so. See"SPECIAL RISK FACTORS" herein.
Special Tax Fund
The Trustee shall, on each date on which the Special Taxes are received from the TDPUD or the District,
deposit the Special Taxes in the Special Tax Fund to be held by the Trustee, provided that any Prepayment shall be
deposited in the funds and accounts (and in the respective amounts) specified in the certificate of the Special Tax
Administrator delivered to the Trustee in connection with the delivery of the Prepayment to the Trustee. The Trustee
shall transfer the amounts on deposit in the Special Tax Fund on the dates and in the amounts set forth in the Indenture,
in the following order of priority,to:
(a) The Administrative Expense Account,
(b) The Interest Account,
(e) The Principal Account,
(d) The Redemption Account,
(e) The Reserve Account,
(f) The Rebate Fund,and
(g) The Surplus Fund.
Principal Account and Interest Account
The principal of and interest due on the Bonds until maturity, other than principal due upon redemption, shall
be paid by the Trustee from the Principal Account and the Interest Account, respectively. The Trustee shalt make the
required transfers from the Special Tax Fund on each Interest Payment Date first to the Interest Account and then to the
Principal Account;provided that if amounts in the Special Tax Fund are inadequate then any deficiency shall be made
up by an immediate transfer from the Reserve Account.
In addition to the transfers to the hnterest Account and Principal Account described above, the Trustee shall
also transfer thereto such portions of a Prepayment as may be directed in the certificate of the Special Tax
Administrator delivered to the Trustee in connection with the Prepayment.
Reserve Account
There shall be maintained in the Reserve Account an amount equal to the Reserve Requirement. The amounts
in the Reserve Account shall be applied as follows:
(a) Moneys in the Reserve Account shall be used solely for the purpose of(i) paying the principal of,
including Sinking Fund Payments, and interest on any Bonds when due in the event that the moneys in the Interest
Account and the Principal Account are insufficient therefor, (ii)making any required transfer to the Rebate Fund upon
written direction from the District,and (iii)making any required transfer to the Prepayment Account. If the amounts in
the Interest Account or the Principal Account are insufficient to pay the principal of, including Sinking Fund Payments,
or interest on any Bonds when due, or amounts in the Special Tax Fund are insufficient to make transfers to the Rebate
13
DOCSSF/45753v7/22425-0010
Fund when required, the Trustee shall withdraw from the Reserve Account for deposit in the Interest Account or the
Principal Account or the Rebate Fund,as applicable, moneys necessary for such purposes.
(b) Whenever moneys are withdrawn from the Restive Account, after making the required transfers, the
Trustee shall transfer to the Reserve Account from available moneys in the Special Tax Fund,or from any other legally
available fiords which the District elects to apply to such purpose, the amount needed to restore the amount of such
Reserve Account to the Reserve Requirement. Moneys in the Special Tax Fund shall be deemed available for transfer
to the Reserve Account only if the Trustee determines that such amounts will not be needed to make the deposits
required to be made to the Interest Account or the Principal Account for the next succeeding Interest Payment Date. If
amounts in the Special Tax Fund or otherwise transferred to replenish the Reserve Account are inadequate to restore
the Reserve Account to the Reserve Requirement, then the District shall include the amount necessary fully to restore
the Reserve Account to the Reserve Requirement in the next annual Special Tax levy to the extent of the maximum
permitted Special Tax rates and as permitted by the Act.
(c) In connection with an optional redemption of the Bonds or a partial defeasance of the Bonds, amounts
in the Reserve Account may be applied to such optional redemption or partial defeasance so long as the amount on
deposit in the Reserve Account following such optional redemption or partial defeasance equals the Reserve
Requirement.
(d) To the extent that the Reserve Account is at the Reserve Requirement as of the first day of the final
Bond Year for Outstanding Bonds, amounts in the Reserve Account may be applied to pay the principal of and interest
due on the Bonds in such final Bond Year. Moneys in the Reserve Account in excess of the Reserve Requirement not
transferred in accordance with the provisions of the Indenture shall be withdrawn from the Reserve Account on each
Interest Payment Date and transferred to the Interest Account.
Administrative Expense Account
In addition to Bond proceeds deposited therein, the Trustee shall, commencing in Fiscal Year 2004-2005, not
less often than annually transfer from the Special Tax Fund and deposit in the Administrative Expense Account from
time to time amounts necessary to make timely pigment of Administrative Expenses upon the written direction of the
District;provided,however, that the total amount of the deposits into the Administrative Expense Account in any Bond
Year shall not exceed the Administrative Expense Cap until such time as (i) there has been deposited in the Interest
Account and the Principal Account an amount, together with any amounts already on deposit therein, that is sufficient
to pay the interest and principal on all Bonds due in such Bond Year and (it) there has been deposited in the Reserve
Account the amount, if any, required in order to cause the amount on deposit therein to equal the Reserve Requirement.
In addition to the foregoing, the Trustee shall also deposit in the Administrative Expense Account the portion of any
Prepayment directed to be deposited in the certificate of the Special Tax Administrator delivered to the Trustee in
connection with such Prepayment.
Acquisition and Construction Fund
The moneys in the Acquisition and Construction Fund shall be applied exclusively to pay the Project Costs and
Costs of Issuance. Amounts for Project Costs or Costs of Issuance shall be disbursed by the Trustee from the Project
Account or the Costs of Issuance Account, as the case may be, pursuant to a requisition signed by an Authorized
Representative of the District,which must be submitted in connection with each requested disbursement.
Upon receipt of a Certificate of the General Manager that all or a specified portion of the amount remaining in
the Project Account is no longer needed to pay Project Costs, the Trustee shall transfer all or such specified portion to
the Special Tax Fund. Upon receipt of a Certificate of the General Manager that all or a specified portion of the
amount remaining in the Costs of Issuance Account is no longer needed to pay Costs of Issuance, the Trustee shall
transfer all or such specified portion of to the Administrative Expense Account.
14
DOCSSF/45753v7/22925-0010
}
{
Proceeds of Foreclosure Sales
A potential source of funds to pay debt service on the Bonds is the proceeds received following a judicial
foreclosure sale of land within the District resulting from tilew landoner's failure to pay the Special Tax when due.
Pursuant to the Act, in the event of any delinquency in the payment of any Special Tax levied, the District may order
the institution of a Superior Court action to foreclose the lien securing such unpaid Special Tax within specified time
limits. In such an action, the real property subject to the unpaid Special Tax may be sold at a judicial foreclosure sale.
Under the Act, the commencement of judicial foreclosure following the nonpayment of a Special Tax is not
mandatory. However, the District has covenanted for the benefit of the Owners of the Bonds that it(i)will commence
judicial foreclosure proceedings 'against all parcels owned by a property owner where the aggregate delinquent Special
Taxes on such parcels is greater than $7,500 by the October 1 following the close of each Fiscal Year in which such
Special Taxes were due and (if) will commence judicial foreclosure proceedings against all parcels with delinquent
Special Taxes by the October 1 following the close of each Fiscal Year in which it receives Special Taxes in an amount
which is less than 95% of the total Special Tax levied for such Fiscal Year, and (ill) will diligently pursue such
foreclosure proceedings until the delinquent Special Taxes are paid; provided that, notwithstanding the foregoing, the
District may elect to defer foreclosure proceedings on any parcel which is owned by a delinquent property owner
whose property is not,in the aggregate, delinquent in the payment of Special Taxes for a period of three years or more
or in an amount in excess of$12,000 so long as (1) the amount in the Reserve Account of the Special Tax Fund is at
least equal to the Reserve Requirement, and (2) the District is not in default in the payment of the principal of or
interest on the Bonds. The District may, but shall not be obligated to, advance fiords from any source of legally
available fonds in order to maintain the Reserve Account of the Special Tax Fund at the Reserve Requirement or to
avoid a default in payment on the Bonds.
The District covenanted that it "ill deposit the proceeds of any foreclosure which constitute Net 'Taxes in the
Special Tax Fund.
The District will not, in collecting the Special Taxes or in processing any such judicial foreclosure
proceedings, exercise any authority which it has pursuant to the California Government Code in any manner which
would materially and adversely affect the interests of the Bondowners and, in particular, will not permit the tender of
Bonds in full orpartial payment of any Special Taxes except upon receipt of a certificate of an Independent Financial
Consultant that to accept such tender will not result in reduction in the maximum Special Taxes that may he levied on
the taxable property within the District in any Fiscal Year to an amount less than the sum of 710% of Annual Debt
Service in the Bond Year ending on the September 1 following the end of such Fiscal Year plus the estimated
Administrative Expenses for such Bond Year.
No assurances can be given that the real property subject to foreclosure and sale at a judicial
foreclosure sale for nonpayment of the Special Tax w-ill be sold or, if sold, that the proceeds of such sale will be
sufficient to pay any delinquent Special Tax installment.
Reduction of Maximum Special Taxes
Pusula t to the Indenture, the District found and determined that,historically, delinquencies in the payment of
special taxes authorized pursuant to the Act in community facilities districts in California have from time to time been
at levels requiring the levy of special taxes at the maximum authorized rates in order to make timely payment of
principal of and interest on the outstanding indebtedness of such community facilities districts. For this reason, the
District also determined that a reduction in the Maximum Special Tax authorized to be levied on parcels in the District
below the levels provided in the Indenture would interfere with the timely retirement of the Bonds. The District
determined it to be necessary in order to preserve the security for the Bonds to covenant, and, to the maximum extent
that the law permits it to do so, the District covenants that it will take no action that would discontinue or cause the
discontinuance of the Special Tax levy or the District's authority to levy the Special Tax, including the initiation of
proceedings to reduce the Maximum Special Tax rates for the District, unless, in connection therewith, (a) the District
15
DOCSSF/45753v7/22925-0010
receives a certificate or certificates from the Special Tax Administrator andlor one or more Independent Financial
Consultants which, when taken together, certify that, on the basis of the parcels of land and improvements existing in
the District as of the July I preceding the reduction, the maximum amount of the Special Tax which may be levied on
then existing Developed Property (as defined in the Rate and Method) in each Bond Year will equal at least I10% of
the sum of the estimated Administrative Expenses and Annual Debt Service in that Bond Year on all Bonds to remain
Outstanding after the reduction is approved, (b) the District finds that any reduction made under such conditions will
not adversely affect the interests of the Owners of the Bonds and (c) the District receives both (i) a certificate of the
Developer specifying the development activity that the Developer expects will take place within the District in each
Fiscal Year until all such development is complete, which specification shall be sufficiently detailed to permit the
preparation of the certificate required pursuant to (ii), and (ri) a certificate or certificates from the Special Tax
Administrator and/or one or more Independent Financial Consultants which,when taken together, in the detemrination
of the District, certify that (A) on the basis of the parcels of land and improvements existing in the District as of the
July I preceding the proposed reduction and (B) on the basis of the future development activity described in the
certificate of the Developer described in (i), the maximum amount of the Special Tax which may be levied each Fiscal
Year on all property within the District that is subject to the levy of the Special Taxes will equal at least 110% of the
sum of the estimated Administrative Expenses and Annual Debt Service in each applicable Bond Year on all Bonds
subsequent to the proposed reduction. For purposes of estimating Administrative Expenses for the foregoing
calculations, the Independent Financial Consultant or Special Tax Administrator shall compute the Administrative
Expenses for the current Fiscal Year and escalate that amount by two percent(2%)in each subsequent Fiscal Year.
Parity Bonds
The District may issue Parity Bonds payable from the Net Taxes and other amounts deposited in the Special
Tax Fund (other than in the Administrative Expense Account therein) and secured by a lien and charge upon such
amounts equal to the lien and charge securing the Bonds and any other Parity Bonds theretofore issued for any
purposes authorized under the Act. Parity Bonds m ty be issued subject to the following additional specific conditions,
which are made conditions precedent to the issuance of any such Parity Bonds:
(a) The District shall be in compliance with all covenants set forth in the Indenture and any Supplemental
Indenture then in effect and a certificate of the District to that effect shall have been filed with the Trustee; provided,
however,that Parity Bonds may be issued notwithstanding that the District is not in compliance with all such covenants
co long as immediately following the issuance of such Parity Bonds the District will be in compliance with all such
covenants.
(b) The issuance of such Parity Bonds shall have been duly authorized pursuant to the Act and all
applicable laws, and the issuance of such Parity Bonds shall have been provided for by a Supplemental Indenture duly
adopted by the District which shall specify the following:
(i) The purpose for which such Parity Bonds are to be issued and the fund or funds into which
the proceeds thereof are to be deposited, including payment of all costs and the funding of all reserves incidental to or
connected with such issuance;
(ii) The authorized principal amount of such Parity Bonds;
(iii) The date and the maturity date or dates of such Parity Bonds; provided that(i) each maturity
date shall fall on a September 1,and (ii)fixed serial maturities or Sinking Fund Payments, or any combination thereof,
shall be established to provide for the retirement of all such Parity Bonds on or before their respective maturity dates;
(iv) The description of the Parity Bonds, the place of payment thereof and the procedure for
execution and authentication;
i
(v) The denominations and method of numbering of such Parity Bonds;
16
DOCSSF/45753v7/2 2 925-001 0 .
(vi) The amount and due date of each mandatory Sinking Fund Payment, if any, for such Parity
Bonds and the redemption provisions for such Parity Bonds;
(vii) The amount, if any, to be deposited from the proceeds of such Parity Bonds in the Reserve
Account of the Special Tax Fund to increase the amount therein to the Reserve Requirement;
(viii) The form of such Parity Bonds; and
(ix) Such other provisions as are necessary or appropriate and not inconsistent with the hrdenture.
(c) The Trustee shall have received the following documents or money or securities, all of such
documents dated or certified, as the case may be,as of the date of delivery of such Parity Bonds to the Trustee (unless
the 'Trustee shall be directed by the District to accept any of such documents bearing a prior date):
(i) A certified copy of the Supplemental Indenture authorizing the issuance of such Parity Bonds;
(ii) A written request of the District as to the delivery of such Parity Bonds;
(in) An opinion of Bond Counsel to the effect that (a) the District has the right and power under
the Act to adopt the Indenture and the Supplemental Indentures relating to such Parity Bonds, and the Indenture and all
such Supplemental Indentures have been duly and lawfully adopted by the District, are in full force and effect and are
valid and binding upon the District and enforceable in accordance with their terms (except as enforcement may be
limited by bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement of creditors'
rights)-, (b) the Indenture creates the valid pledge which it purports to create of the Net Taxes and other amounts as
provided in the Indenture, subject to the application thereof to the purposes and on the conditions permitted by the
Indenture; and(c) such Parity Bonds are valid and binding limited obligations of the District,enforceable in accordance
with their terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization and other similar
laws relating to the enforcement of creditors' rights) and the terms of the Indenture and all Supplemental Indentures
thereto and entitled to the benefits of the Indenture and all such Supplemental Indentures, and such Parity Bonds have
been duly and validly authorized and issued in accordance with the Act(or other applicable laws)and the Indenture and
all such Supplemental Indentures; and a further opinion of Bond Counsel to the effect that, assuming compliance by the
District with certain tax covenants, the issuance of the Parity Bonds will not adversely affect the exclusion from gross
income for federal income tax purposes of interest on the Bonds and any Parity Bonds theretofore issued on a tax
exempt basis, or the exemption from State of California personal income taxation of interest on any Outstanding Bonds
and Parity Bonds theretofore issued;
(iv) A certificate of the District containing such statements as may be reasonably necessary to
show compliance with the requirements of the Indenture;
(v) A certificate or certificates from the Special Tax Administrator and/or one or more
Independent Financial Consultants which,when taken together, certify that:
(A) The Maximum Special Taxes that may be levied in each Fiscal Year on property that
is not then delinquent in the payment of any ad valorem taxes or any Special Taxes is not less than the sutra of the
Administrative Expense Cap plus 110%of the Annual Debt Service in the Bond Year that begins in such Fiscal Year;
(B) 77re Value of Taxable Property is not less than four(4) times the sum of Direct Debt
for Taxable Property plus Overlapping Debt for Taxable Property;
(C) The Value of Developed Property is not less than four (4) times the sum of Direct
Debt for Developed Property plus Overlapping Debt for Developed Property;
17
DOCSSF/45753v7/22925-0010
(D) The Value of Undeveloped Property is not less than three (3)times the sum of Direct
Debt for Undeveloped Property plus Overlapping Debt for Undeveloped Property;
(H) The Maximum Special Taxes applicable to Parcels that are then delinquent in the
payment of any ad valorem taxes or any Special Taxes shall not exceed 10 percent of the aggregate amount of the
Maximum Special Tax then applicable to the Taxable Property; and
(F) No Parcel that is owned by the Developer or an Affiliate of the Developer shall be
delinquent in the payment of any ad valorem taxes or any Special Taxes.
For purposes of the foregoing certificate, all calculations shall consider the Parity Bonds proposed to be issued
to be Outstanding.
These provisions shall not apply to Parity Bonds issued for the purpose of refunding Outstanding Bonds if the
District shall have received a certificate fi-om an Independent Financial Consultant to the effect that Annual Debt
Service after the issuance of such Parity Bonds will be no larger than Annual Debt Service would have been prior to the
issuance of such Parity Bonds in each Fiscal Year in which Bonds or Parity Bonds (other than the refunding Parity
Bonds)will remain Outstanding.
(vi) Such further documents, money and securities as are required by the provisions of the
Indenture and the Supplemental Indenture providing for the issuance of such Parity Bonds.
Limited Obligation
The Bonds are limited obligations of the District parable solely from Net Taxes pledged therefor and from
certain other amounts held in the Special Tax Fund pursuant to the Indenture. The faith and the credit of neither the
District. TDPUD, the State ofCalifor-nia nor any political subdivision thereof is pledged to the payment ofthe principal
of, premium, if any, or interest on the Bonds. The issuance of the Bonds shall not directly, indirectly or contingently
obligate the District, TDPUD, the State q/Calijornia or any political.subdivision thereof to levy or pledge any form of
taxation whatsoever-therefor, other than the Special Taxes, or to make any appropriation for theirpayment other than
from Net Taxes and fi-om certain other amounts held in the Special Tax Fund.
18
DOCS SF/45753 v 7/22925-0010
[DISTRICT MAP]
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DOCSSF/45953v7/22925-001 0
THE COMMUNITY FACILITIES DISTRICT
General Description of the District
The District consists of approximately 757.2 gross acres located south of Interstate 80 in the eastern portion of
the Town of Truckee, California on both the east and west sides of State Highway 89. The District has an irregular
shape with mostly level topography with some gently sloping and undulating areas.
Description of Authorized Facilities
The facilities authorized to be acquired by the District with the proceeds of the Bonds consist of various public
improvements described in Table I below. These facilities represent certain of the public improvements needed to
complete the planned development within the District. The Town is requiting that certain of these facilities be installed
as a condition of development.
TABLE
ESTIMATED COSTS OF PUBLIC IMPROVEMENTS TO BE FINANCED BY THE DISTRICT
Portion to be Paid
Public Improvement Total Cost with Bond Proceeds
Water Facilities $8,916,000 $4,951,000
Electric Facilities 8,248,000 1,450,000
Sewer Facilities 8,385,000 2,250,000
Roads 12396,000 2,273,000
Storm Drain 3,725,000 1,190,000
Natural Gas Facilities 1.032,000 235,000
Power Line Relocation 1,331,000 --
Highway Improvements 2,662,000
Fiber Infrastructure L162,000
Total Public Improvements $47,857,000 $12,349,000
Source: The District
Taxpayers
Currently, all land in the District is owned by the Developer. However, the Developer expects to have sold
101 single family Lots to individual oumers before the initial Special Tax levy in fiscal year 2005-06. The initial
Special Tax levy in fiscal year 2005-06 is expected to total $963,633. Assuming the 101 single family lots are sold to
individuals,the Developer would be responsible for$663,633 of the fiscal year 2005-06 Special Tax levy,or 68.87%of
the total, while individual lot oNvners would collectively be responsible for $300,000, or 31.13%of the total. Although
the Developer expects 101 single family lots to sell before the initial Special Tax levy in fiscal year 2005-06, no sales
contracts have been entered into and there can he no guarantee that all or any sales will occur as anticipated.
Estimated Direct and Overlapping Indebtedness
Within the District's boundaries are numerous overlapping local agencies providing public services. Some of
these local agencies have outstanding bonds which are secured by taxes and assessments on the parcels within the
District and others have authorized but unissued bonds which, if issued, will be secured by taxes and assessments
levied on parcels within the District. The approximate amount of the direct and overlapping debt secured by such taxes
and assessment on the parcels within the District for fiscal year 2004-05 is shown in Table 2 below (the "Debt
Report"). The Debt Report has been derived from data assembled and reported to the District by California Municipal
20
DOCSSF/45753v7/22925-0010
Statistics, Inc. Neither the District, TDPUD nor the Underwriter has independently verified the information in the Debt
Report or guarantees its completeness or accuracy.
TABLE 2
DIRECT AND ON LAND SECURED DEBT
2004-0S Local Secured Assessed Valuation: $15.002,010
__ chool D TAX AND DEBT: %Applicable°i Debt 9/1/04
D1REC7 AND OVEI2L 1PP7NG'� _
Tahoe-Truckee Joint Unified Sistrict 0.222% $ 26,936
Tahoe-Truckee.Joint unified School District School Facilities Improvement District No. 1 0,456 95,828
Truckee Donner Public Utility District Community Facilities District No.04-1 100. rxr
'TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $122,764
OVERLAPPING GENERAL FUND OBLIGATION DEBT:
Nevada County Certificates of Participation 0 207% $ 38,564
Nevada County Superintendent of Schools Ccritcates of Participation 0.207 559
Sierra Joint Community College District Certificates of Participation 0.045 1,919
Tahoe-Truckee Joint Unified School District Certificates of Participation 0230 29,245
Town of Truckee General Fund Obligations 0,745 44,253
Truckee Donner Public Utility District Certificates of Participation 0.774 13,158
TOTAL OVERLAPPING GENERAL FUND OBLiGAT ION DEBT $127,698
COMBINED TOTAL DEBT $250,462 ray
Based on 2003-04 ratios.
Excludes Bonds lobe sold.
tsr Excludes tax and revenue anticipation notes,enterprise revenue,mortgage revenue and tax allocation bonds and non-bonded capital
lease obligations.
Ratios to 2004-05 Assessed Valuation:
DirectDebt.................................................................................... . '%
Total Direct and Overlapping Tax and Assessment Debt..............._0.82%
Combined Total Debt.... .................._............._........._..........._...._ Lti6 o
STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/04: $0
Source: California Municipal Statistics Inc.
21
DOCSSF/45753v7/22925-0010
Expected Tax Burden
Table 3 below sets forth an estimated property tax bill for a typical phase 1 single family home in the District.
'TABLE 3
SAMPLE,PROPERTY TAX BILL
PROJECTED FOR FISCAL YEAR 2005-2006
Estimated Assessed Valuation
Sale Price") $1,200,000
Ad Valorem Basis 1,200,000
Ad Valorem Property Taxes Rate Amount
Base Property Tax Rate 1.0000% $12,000
Unified School District A or Elementary School Lease 0.0052 62
Unified School District B or High School Bond 0.0037 44
Tahoe Truckee 1998 A (School) or hospital 0.0022 26
Tahoe Truckee Unified School District 0,0076 91
Tahoe Truckee Jt. Unified SFID#1. 2001 0.0236 283
Submtal Ad Valorem Truest]) 1.0423 $12,508
Special Taxes,Assessments, and Chargest3l
Truckee Recreation-Pool-Voter Approved-Parcel Charge(Code 218/219) $8
Tahoe"fruckee Joint Unified Tax Voter Approved-Parcel Charge(Code 363/364) 80
Truckee Donner PUD Standby(Code 012/013) 90
Truckee Donner PUD CFD 04-1 3,300
Subtotal Special Taxes&Assessments 3,478
Total $15.986
Total Effective Tax Rate 1.33%
Sources: Muni Financial.
Based on a sample sales price of a home.
a�Based on 2003-04 tax rates.
Based on 2003-04 tax rates.
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DOC SSF/45753v7/22925-0010
Estimated Value-to-Lien Ratios
The value of the land within the District is significant because in the event of a delinquency in the
payment of Special Taxes the District may foreclose only against delinquent parcels. Table 4 below estimates
the appraised value-to-lien ratios for property in the District based on the principal amount of the Bonds. The
assessed value of all land within the District (including land not subject to the Special Tax levy)for fiscal year
2004-2005 is $15,002,010. The estimated assessed value-to-lien ratio of the property within the District
following the issuance of the Bonds based on the fiscal year 2004-2005 Assessor's roll is .97 to 1*. The
appraised value of the land within the District as set forth in the Appraisal is $90,100,000. The estimated
appraised value-to-lien ratios based upon the land values in the Appraisal as of July 28, 2004 is 5.83 to 1�. As
set forth in Table 2 above, there is S122,764 of additional land-secured debt which is payable from taxes and
assessments levied on property within the District which, if included in the estimated value-to-lien
calculations, would lower the ratios somewhat four that stated above and from the ratios in Table 4 below.
The District will provide updated assessed value-to-lien data in its Annual Report prepared pursuant to
the Continuing Disclosure Agreement but will not update the appraised values or appraised value-to-lien
estimates.
TABLE
ESTIMATED APPRAISED VALUE-TO-LIEN RATIOS
Percent of Total
Estimated Maximum Maximum
Appraisal Value 2005-06 2005-06
Prop Tvpe Annraised Value, Lien of Bonds to Lien Ratio' Special Taxes Special Taxes
Residential(" $68,900,000 $13,194.558 5.22 $1.757,475 85.3%
Golf Course 15.500.000 1,501,536 10.32 200,000 9.7
Commercial 5.700.000 763.906 7.46 101.750 4.9
$90,100000 515,g60M0 5,83 52M%225 10G
Source: Underwriter, MuniFinaneial and Appraiser.
°1 Includes the Lots,the Cottages,the Townhornes and the Lofts,as such terms are defined under-THE DEVELOPMENT AND
PROPERTY OWNERSHIP-Development Plan."
Preliminary, subject to change.
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DOCSSF/45753v7/22 92 5-001 0
THE DEVELOPMENT AND PROPERTY OWNERSHIP
Except far the information under the captions "— Appraisal," the Developer has provided the
information in this section.
The infornmtion herein regarding ownership ofproperty in the District has been included because it is
considered relevant to an informed evaluation of the Bonds. The inclusion in this Official Statement of
information related to existing owners ofproperty should not be construed to suggest that the Bonds, or the
Special Taxes that will be used to pay the Bonds, are recourse obligations of the property owners. A property
owner may sell or otherwise dispose of land within the District at-a development or any interest therein at any
time.
No assurance can be given that the proposed development within the District will occur as described
below. As the proposed land development progresses and units are sold, it is expected that the ownership of
the land within the District will become more diversified. No assurance can be given that development of the
land within the District will occur, or- that it will occur in a timely manner or in the configuration or intensity
described herein, or that any landowner described herein or the Developer will obtain or retain ownership of
any of the land u ithin the District. The Bonds and the Special Taxes are not personal obligations of any
landowners or- the Developer and, in the event that a landowner or the Developer defaults in the payment of
the Special Taxes, the District may proceed with judicial foreclosure but has no direct recourse to the assets of
anv landowner or the Developer. As a result, other than as provided herein, no financial statements or
information is, or will be, provided about the Developer or other landowners. The Bonds are secured solely
by the Net Taxes and other amounts pledged under the Indenture. See "SOURCES OF PAYMENT FOR THE
BONDS"and "SPECIAL RISK FACTORS."
The Developer
Gray's Crossing, LLC. The Developer is a wholly-owned subsidiary of EWRDV. EWRDV is a
Delaware limited partnership, limited liability limited partnership in a family of related but independent
companies funned to build, sell, manage and support high-quality real estate properties. East West Partners,
the appointed manager of the Developer and EWRDV, along with related entities have developed over $1
billion of residential and commercial real estate. Over the past 20 years, East West Partners and related
entities have developed primarily residential plan communities; dub, recreation, and hospitality facilities; and
resort properties combining residential and recreational facilities. Projects developed by East West Partners
and related entities also include destination resorts, hotels, condominiums and fractional ownership units.
Projects have been developed in various locations in Colorado including Vail, Beaver Creek, Eagle,
Breckenridge, Silverthorne, Bachelor Gulch and Downtown Denver, as well as in Truckee and Lake Tahoe,
California,and Charleston, South Carolina.
The general partner of EWRDV is HE Holding Corp. and the managing limited partner is HF
Management LLC. The investor limited partner, Crescent Resort Development, Inc., owns an 89.8989%
interest in EWRDV and is the primary source of EWRDV's investor capital.
Crescent. Crescent Resort Development, Inc., ("CRDI")the investor limited partner of the Developer,
is a wholly-owned subsidiary of Crescent Real Estate Equities Company ("Crescent"). Crescent is one of the
largest publicly held real estate investment trusts in the United States. Through its subsidiaries and partners,
Crescent owns and manages a portfolio of 73 premier office buildings totaling approximately 29.5 million
square feet primarily located in the southwestern United States, with major concentrations in Dallas, Houston
and Austin,Texas,and Denver, Colorado.
In addition, Crescent invests in world-class resorts and spas and upscale residential developments.
Crescent, through CRDI, has been a principal investor in East West Partners and its subsidiaries for the last 8
years and has invested in excess of$200 million in the partnership. Crescent stock is publicly traded on the
New York Stock Exchange under the ticker symbol "CEL"
24
DOCSSF/45753v7/22925-0010
Projects in Vicinity of District. East West Partners is currently managing the development of several
additional projects in the vicinity surrounding the District. Old Greenwood, a destination resort community
located in the Town, in currently under construction. When completed, Old Greenwood will include 99 single
family lots, 74 fractional interest detached cabins, 72 fractional interest attached cottages and four whole
ownership log-home style cabins. 93 of the 99 lots are closed with six more homesites currently under
contract. To date, 135 fractional interest ownerships have been sold. On-site recreational amenities will
include a Jack Nicklaus Signature Design 18-hole championship golf course and pro shop as well as a
recreation pavilion featuring swim, tennis and fitness facilities. The Village-at-Northstar and Northstar
Highlands, two resort communities to be developed by East West Partners are located approximately six miles
north of Lake Tahoe at the Northstar-at-Tahoe ski resort. The Village-at-Northstar has 84 of 100 phase l
condominiums under contract at an average sales price of$1.3 million. Northstar Highlands is currently in the
entitlement process having received planning commission approval in October 2003. The Highlands
environmental impact report is currently in its public comment phase. Upon completion, these communities
will collectively consist of approximately 1,800 residential condominium and town home units and
approximately 125,000 square feet of commercial retail space.
East West Partners is also developing several recreational facilities throughout the Lake Tahoe region
which will be available on a membership basis to residents of various communities developed by East West
Partners,including the residents of the District. Stich facilities include Coyote Moon Golf Course in the Town
and Wild Goose Restaurant located on the north shore of Lake Tahoe. See " — Development Plan— Tahoe
Mountain Club."
Kev Staff of East West Partners. Key staff members of the Developer are discussed below.
Blake L. Riva is a senior partner and former Chief Financial Officer of East West Partners providing
management decision authority over the Gray's Crossing development and the other Lake Tahoe area projects
being developed by East West Partners. Prior to joining East West Partners, Mr. Riva was controller for
Seattle-based Long Associate, Inc. Mr. Riva holds a business degree from the University of Washington and
has been a Certified Public Accountant.
Rick McConn serves as the project manager for the Gray's Crossing development. Prior to joining
East West Partners, Mr. McConn served as president of Brebon Investments, a Texas-based real estate and
consulting company. Mr.McConn also served as president, COO and general counsel for RCS Investments of
Dallas. Mr. McConn, an attorney, has an extensive background in finance and taxation and was formerly a tax
principal with Arthur Young&Company. Mr. McConn has a degree in Business Administration with a major
in accounting from Kansas State University.
A. William Fiveash serves as the sales and marketing manager for all Tahoe Mountain Resorts
projects including the Gray's Crossing development. Mr. Fiveash has served in several capacities with East
West Partners including property management and real estate sales. His primary expertise is with fractional
ownership projects such as the Hyatt Mountain Lodge in Beaver Creek, Colorado, and Main Street Station in
Breckenridge, Colorado. Mr. Fiveash received a Masters of Business Administration with an emphasis of
hospitality management and operation from the University of Denver and a dual Bachelor's degree in
Business and Geography from Wittenberg University.
Jeffrey E. Butterworth manages design and construction activities for the Gray's Crossing
development. Prior to joining East West Partners, Mr. Butterworth was a project engineer for GE Johnson
Construction Company in Beaver Creek, Colorado. He was involved with the development of McCoy Peak
Lodge, Market Square, Vilar Center for the Arts, Villa Montane Townhomes, Villas at Beaver Creek and the
Hyatt Mountain Lodge, all in Beaver Creek Colorado. Mr. Butterworth received a Bachelor's degree in
Construction Management from Colorado State University.
25
DOCSSF/45753v7/22925-0010
Mark J. Wasley is Vice President of Finance and is responsible for managing the financial aspects of
East West Partner's operations in the Lake Tahoe region. Before joining East West Partners, Mr. Wasley was
the Controller for Parker Development, a developer of high-end communities located in the Sacramento area,
specifically Serrano in El Dorado Hills, California. Mr. Wasley earned his CPA while employed in the audit
department at KPMG Peat Marwick. He has a Bachelor's in Business Administration-Accounting from
California State University— Sacramento.
Development Plan
Introduction. The land within the District was acquired by subsidiaries of East West Partners in
November 2000 and was part of a larger purchase within the town limits of the Town of Truckee. Subsequent
to acquisition, approximately 35 acres of land west of State Highway 89 was donated to the Tahoe-Truckee
Unified School District. The remaining acreage comprises the District. The District is accessed via entrances
at the intersection of Donner Pass Road and State Highway 89, the intersection of Prosser Dam Road and State
Highway 89, and entrances on Rosser Dam Road and Alder Drive. All access points are within one mile of a
dedicated exit from Interstate 80.
Gray's Crossing is situated at the north end of the Martis Valley. Higher elevation portions of the
District enjoy panoramic mountain views of the valley, Northstar-at-Tahoe ski resort, the Carson range, and
Tinker's Knob. Lower elevations are characterized by rolling topography and alpine meadows. The District
has direct highway access to area ski resorts, downtown Truckee, and Lake Tahoe. Squaw Valley, Alpine
Meadows,Northstar-at-Tahoe, and Sugar Bowl are each less than 15 minutes away. Lake Tahoe's north shore
is 14 miles to the south.
Gray's Crossing is expected to be developed into a mountain resort community consisting of 408
single family lots, 89 single family freestanding cottages, 115 attached townhomes, 21 residential lofts,
approximately 40,700 square feet of commercial space and various community space. 28 of the cottages, 8 of
the townhomes and the community space will not be subject to the Special "Tax levy. On-site amenities are
expected to include a Peter Jacobsen/Jim Hardy-designed 18-hole championship golf course and pro shop as
well as a fitness center. Development of Gray's Crossing is anticipated to occur in 4 phases with some overlap
between phases. Phase 1 is expected to be completed in fall 2006, phase 2 in fall 2007, phase 3 in fall 2008
and phase 4 in fall 2009. The following table summarizes the expected features of Gray's Crossing as well as
the anticipated phasing.
TABLE 5
SUMMARY OF DEVELOPMENT
Feature Units Phase or Estimated Completion Date
Single Family Lots 408 1,2, 3,4
Single Family Cottages 8911/ 1
Townhomes 115"' 2, 3
Lofts 21 2, 3
Employee Housing 92t3i 3
Commercial 2,3
Community Space 2006
Golf Course 2007
Fitness Center
Source: Developer.
"'28 units will be set aside as affordable housing and not be subject to Special Tax levy.
"-r 8 units"ill be set aside as affordable housing and not be subject to Special Tax levy.
r't None of the 92 units will be subject to the Special Tax levy.
26
DOCSSF/45753v7/2 2 92 5-00 1 0
Single Family Lots. The development at Gray's Crossing includes 408 single family home lots (the
"Lots"). 165 of the Lots will be located along the fairways of the golf course in Gray's Crossing. See"—Golf
Course and Other Recreational Amenities." Phase I will include 101 Lots in the western portion of the
District. Such Lots will not be located along the golf course fairways. All necessary infrastructure with
respect to the phase I Lots is expected to be in place by December 2004. The phase 1 Lots will average
approximately 0.4 acres in size and are expected to have an average sales price of approximately $250,000.
Lots in future phases will also average 0.4 acres in size with sales prices dependent on market conditions.
Phases 2, 3, and 4 are expected to include 70, 91 and 146 Lots, respectively. Individual owners will be
responsible for the financing and building of homes on the Lots but will be under no obligation to further
develop their lots. Such owners will be offered membership in the Tahoe Mountain Club, as described below
under"—Tahoe Mountain Club."
Preliminary marketing activity with respect to the phase 1 lots has resulted in 515 reservation to date.
Each reservation holder will be entered into a lottery for first opportunities to purchase phase I Lots when
formal sales begin in October 2004. The Developer expects to have sold 101 phase I lots before the initial
Special Tax levy in fiscal year 2005-06.
Pursuant to the Rate and Method, all Lots will be subject to the levy of Special Taxes.
Cottages. The District also is expected to include 89 freestanding single family cottages (the
Cottages"). The cottage unit concept is designed to create more economic housing opportunity by efficiently
using land area and reducing typical single family infrastructure by sharing common driveways and courtyards.
The Cottages are estimated to average of 1,500 square feet in size site on a minimum lot area of 3,000 square
feet. Both 1 and 2-story unit designs are envisioned. The Cottages will be clustered in groups of four to eight
units.
All Cottages will be located in western portion of the District and their development will be part of
phase I. Construction is expected to begin on the Cottages in the summer of 2005 with initial completions and
sales shortly thereafter. The Developer anticipates all 89 Cottages to be sold by October 2006.
Pursuant to the Rate and Method, 61 of the 89 Cottages will be subject to the levy of Special Taxes.
28 of the Cottages will be set aside as affordable housing and not subject to the Special Tax levy.
Townhomes. There are a total of 115 attached townhome units (the "Townhomes") proposed for the
District. The Townhomes will be located on the east side of the District and are intended to provide a medium
density residential use. In design, the Townhomes will be two-story, four-plex buildings with two interior
units and two end units. Two-bedroom, two-bath unit configurations are planned,with an average unit size of
1,800 square feet. The buildings will incorporate subterranean parking and trash storage to maximize open
space. The Townhomes will be part of phases 2 and 3.
Pursuant to the Rate and Method, the 107 of the 115 Townhomes will be subject to the levy of Special
Taxes. 8 of the Townhomes will be set aside as affordable housing and not subject to the Special Tax levy.
Lofts. 21 loft units (the"Lofts") will be built as second level units above the retail/office space in the
commercial area of the District. The Lofts will average 1,000 square feet with one bedroom and an open
living/dining/kitchen area. Lofts will be built at the same time as the underlying commercial and retail space
and should be completed in phases 2 and 3 (approximately 2006 to 2007).
Pursuant to the Rate and Method, all Lofts will be subject to the levy of Special Taxes.
Golf Course and Fitness Center. Gray's Crossing will feature the only Peter Jacobsen/Jim Hardy-
designed 18-hole golf course in the Lake Tahoe area (the "Golf Course"). The Golf Course will be a full
championship course with a length of over 7,000 yards. The Developer expects the Golf Course to be open for
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play annually in the months of May through October depending on snow and other weather conditions. The
Golf Course will include 12,000 square feet for pro shop/club house facilities, a short game practice area and a
driving range. Construction of the Golf Course is expected to commence in spring 2005 as part of phase 2.
The Developer expects the Golf Course to open for play by August 2006.
Gray's Crossing will also feature an 8,000 square foot fitness center featuring a lap pool, locker rooms
and outdoor patio/dining area (the "Fitness Center"). The Developer expects to develop the Fitness Center as
part of phase 3 with an opening by July 2007.
According to the Rate and Method, Special Taxes will be levied on the Golf Course and Fitness
Center. Both the Golf Course and Fitness Center will be owned by Tahoe Club Company, LLC (described
below),an affiliate ofEWRDV.
Tahoe Mountain Club. East West Partners has created a private club membership concept for a family
of resort properties and amenities located in the vicinity of the District. The club is referred to as the Tahoe
Mountain Club. A separate ownership entity of EWRDV, Tahoe Club Company, LLC, funds the development
of and operates the amenities for Tahoe Mountain Club.
The benefits of the Tahoe Mountain Club are considered by the Developer to be a key marketing tool
in the sales of product at Gray's Crossing. Membership in the 'Tahoe Mountain Club must be purchased
separately by the owners in the District Facilities offered to members of the Tahoe Mountain Club are located
both on-site at Gray's Crossing and off-site. All club facilities are in the vicinity of Gray's Crossing. On-site
amenities at Gray's Crossing include: (i)the Peter Jacobsen/Jim Hardy-designed 18-hole golf course accessible
to Full Golf Membership holders in the Tahoe Mountain Club, (ii)the Fitness Center, and (iii)the short game
area and driving range located at the Golf Course accessible to Full Golf Membership holders in the Tahoe
Mountain Club. Off-site privileges include: (i) special privileges at the existing 18-hole Coyote Moon Golf
Course in the Town, including priority tee times, (h)special access to the 18-hole Jack Nicklaus Signature Old
Greenwood golf course, (iii)access to the existing Pavilion at Old Greenwood (swim, tennis, fitness and
dining facility), (iv)preferred reservations at the Wild Goose Restaurant located on the north shore of Lake
Tahoe, (v) valet ski storage and member privileges in the Alpine Club at the Village-at-Northstar, and
(vi)access to Schaffer's Camp, a members-only, on-mountain restaurant at the Northstar-at-Tahoe ski resort
estimated to be completed in 2005.
The Golf Course will be available to members of the Tahoe Mountain Club who have purchased
property outside of the District in other related projects and have purchased a Fall Golf Membership in the
Tahoe Mountain Club. The Gray's Crossing Golf Course is a members-only course and the cost of
memberships will fund the cost of course constriction. The golf course and fitness center will be operated by
the Tahoe Club Company,an affiliate.
Commercial Property. The development plan for Gray's Crossing includes an allowance for 38,900
square feet of commercial space for retail and office uses. This 16.3 acre area of Gray's Crossing will be
known as the"Village Center." The Village Center will contain six buildings along State Highway 89 frontage
at the southeast corner of Prosser Dam Road and State Highway 267. In addition, a gas station will be located
at the Village Center. The Village Center plan includes a specialty grocer, restaurants, a 125-room lodge and
shopping boutiques. The retail commercial space will be centered around a Village Green gathering place.
Construction of the Village Center will begin in spring 2005 and is expected to be completed in fall 2007, The
Developer expects to sell the commercial space to private owners upon completion.
Pursuant to the Rate and Method, the commercial property in the Village Center will be subject to the
levy of Special Taxes.
Community Space. Gray's Crossing includes more than 400 acres of open space in addition to the
Golf Course. Approximately 100 Lots border on this permanent open space. Within the project, six miles of
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hiking and biking trails connect the neighborhoods and also connect with the greater Truckee trail system.
Gray's Camp will be a park!gathering place located at the top of The Bluffs (101 Lots in Phase 1). Prosser
Camp is a similar gathering place to be located on the far east side of the project. The Community space
described in this paragraph will not be subject to the Special Tax levy.
Finance Plan. The full development of the property within the District requires the expenditure of
substantial amounts. Table 6 below has been provided by the Developer to indicate its present projection of
the sources and uses associated with the development of the District. "There can be no assurance that the
Developer will have timely access to the sources of funds (as shown in Table 6 below)which will be necessary
to complete the proposed development. There can also be no assurance that there will be no substantial
changes in the sources and uses of foods shown below. Table 6 reflects the Developer's current projections of
costs associated with developing the properly within the District. Many factors beyond the Developer's
control, or a decision by the Developer to alter its current plans, may cause the Developer's actual sources and
uses of funds to differ from the projections in Table 6, Table 6 is presented to show that expected revenues
make the development proposed feasible and not to guarantee a particular cash flow to the Developer.
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TABLE
DEVELOPER'S PRO FORMA CASH FLOW
(in thousands of dollars)
thru
Total
REVENUES 6130104 2004 2005 2006 2007 2008 Project
Sales Revenue -- $22,750 $36,975 $73,245 $70,470 $40.600... $244.040
Bond Proceeds Reimbursement(') 6,306 7,033 7,363 2,100 95 22,896
Developer Cash Investment('t $20 0$8 -- __ _ 20.088
TOTAL REVENUE $20,088 $29,056 $44,008 $80,608 $72,570 $40,695 $287,024
PROJECT COSTS
Land Acquisition 14,771 --
-- -- -- 14,771
Sitework & Infrastructure 159 7,167 8,267 7,167 7,167 7,167 29,869
Building Costs -- 10 8,945 27,178 18,228 14,805 69,166
Professional Services 3,857 2.107 2,554 2,298 2,037 685 13,538
Fees, Permits&Taxes 591 469 1,211 2.859 2,213 1,352 8,694
Legal/Financial/Interest 282 175 578 1,358 954 642 3,990
Marketing 428 683 784 1.558 1,795 966 6,214
Contingency& Warranty -- 531 1,280 2,503 1,839 1,095 7,248
Commissions&Closing Costs 2,048 3 003 5,692 5.764 3,15 19.657
TOTAL COSTS $20,088 $13,190 $26.622 $50,612 $39,996 $22,639 $173,146
NET CASH FLOW FROM DEVELOPMENT�11 - $15 866 $17,386 29,996 $32,574 $18, 56 $113,878
(0 Assumes a second issuance of bonds in 2005.
tz>Represents equity contributions from the investor limited partner of the Developer.
ta>Positive net cash flows are distributed to EW RDV. Cash to pay certain immediate development costs is retained from such distributions.
Source: The Developer.
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The projected sources and uses of funds in Table 6 has been prepared based upon assumptions of
future sales revenues, development costs, operating costs, property taxes, public facilities financing and other
items. The project's actual sources and uses of funds may vary from the table above. Therefore, there can be
no assurance that the actual revenues will not be less than projected or occur later than projected by the
Developer.
To the extent that actual revenues are less than projected in Table 6 or are received more slowly than
projected in Table 6, other needed financing mechanisms are not put into place or actual expenses are greater
than or occur earlier than projected above, there could be a shortfall in the cash required to complete the
development as projected above.
Environmental Compliance
The Town certified a Final Environmental Impact Report and associated Notice of Determination with
respect to the property in the District. A Phase I Environ mental Site Assessment (the "Assessment") with
respect to property in the District was prepared by HK Holdrege & Kull in December 2000. The Assessment
did not reveal evidence that incidents involving hazardous or potentially hazardous materials have impacted
the District. The Developer is not aware of any threatened or endangered species on any property in or
adjacent to the District.
Development Agreement
Development of the land within the District is subject to a Development Agreement, dated March 25,
2004, by and between the Town and the Developer (the "Development Agreement"). The Development
Agreement sets forth the development standards that must be followed in connection with the building out of
Gray's Crossing and vests development rights in the Developer. So long as the Developer is in compliance
with its responsibilities under the Development Agreement, the Town's ability to change or add conditions to
the development of Gray's Crossing, or restrict such development, is limited. The Appraisal summarizes
certain portions of the Development Agreement. See "APPENDIX B—COMPLETE APPRAISAL."
Appraisal
The Appraiser valued the taxable property within the District primarily based upon a sales comparison
approach to value and based upon a number of assumptions and limiting conditions contained in the Appraisal
as set forth in APPENDIX B. Under the sales comparison approach to value,the Appraisal takes into account
the development status of the land in the District, analyzes the market for similar properties and compares
these properties to the properties in the District. The Appraiser is of the opinion that the aggregate "as is"
value of the land within the District that is subject to the Special Tax levy as of July 28, 2004, assuming the
completion of all improvements to be financed with proceeds of the Bonds was 590.1 million. The Appraisal
allocates 568.9 million of the total value to the residential land to the District, 515.5 million to the Golf
Course,and allocates the remaining 55.7 million to the commercial property.
In arriving at its statement of value, the Appraiser also assumed that there are no hidden or unapparem
conditions of the property or subsoil that render it more or less valuable, that all required licenses, certificates
Of occupancy or other legislative or administrative authorizations from governmental agencies or private
entities or organizations have been or can be obtained, that no hazardous waste andlor toxic materials are
located on the property within the District that would affect the development process, that the improvements to
be funded with the Bonds are completed and that the proposed development is constructed in a timely manner
with no adverse delays (i.e., construction will proceed as proposed with no limitations on development
occurring).
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The Appraiser made several other assumptions and assumptions when arriving at the total appraised
value set forth in the Appraisal, all as set forth in APPENDIX B. No assurance can be given that the
assumptions made by the Appraiser will,in fact,be realized,and, as a result,no assurance can be given that the
property within the District could be sold at the appraised values included in the Appraisal. See "APPENDIX
B—COMPLETE APPRAISAL."
SPECIAL RISK FACTORS
The purchase of the Bonds involves a high degree of investment risk and, therefore, the Bonds are not
appropriate inn eurnenis for many types of investors. The following is a discussion of certain risk factors
which should be considered, in addition to other matters set forth herein, in evaluating the investment quality
of the Bonds. This discussion does not purport to be comprehensive or definitive. The occurrence of one or
more of the events discussed herein could adver rely affect the ability or willingness ofpreperty owners in the
District to pay their Special Taxes when due. Such failures to pay Special Taxes could result in the inability of
the District to make fill and punctual payments of debt service on the Bonds. In addition, the occurrence of
one or more of the events discussed herein could adversely affect the value of the property in the District. See
-
LandValues"and =Limited Secondary Market"below.
Concentration of Ownership
All of the land in the District is currently owned by the Developer. Assuming the 101 phase I Lots
sell as described under 'THE DEVELOPMENT AND PROPERTY OWNERSHIP —Development Plan—
Single Family Lots," approximately 68.87°'o of the projected 2005-06 Special Tax levy would be paid by the
Developer with the balance being paid by individual owners. If additional sales beyond the 101 phase I Lots
occur before the levy of the 2005-06 Special Tax, a higher percentage of the levy will be allocated to the
individual owners. See "THE COMMUNITY FACILITIES DISTRICT—Taxpayers." Until the sale of Lots
to individuals, the receipt of the Special Taxes is largely dependent on the willingness and the ability of the
Developer to pay the Special Taxes when due. Failure of the Developer, or any successor, to pay the annual
Special Taxes when due could result in a default in payments of the principal of, and interest on, the Bonds,
when due. See"SPECIAL RISK FACTORS—Failure to Develop Properties"below.
Furthermore, no assurance can be made that the Developer, or its successors, will complete the
intended construction and development in the District. See "SPECIAL RISK FACTORS — Failure to
Develop Properties" below. As a result, no assurance can be given that the Developer and the other
landowners within the District will continue to pay Special Taxes in the future or that they will be able to pay
such Special Taxes on a timely basis. See `SPECIAL RISK FACTORS — Bankruptcy and Foreclosure"
below, for a discussion of certain limitations on the District's ability to pursue judicial proceedings with
respect to delinquent parcels.
Limited Obligations
The Bonds and interest thereon are not payable from the general funds of TDPUD. Except with
respect to the Special Taxes, neither the credit nor the taxing power of the District nor TDPUD is pledged for
the payment of the Bonds or the interest thereon, and, except as provided in the Indenture, no Owner of the
Bonds may compel the exercise of any taxing power by the District or TDPUD or force the forfeiture of any
TDPUD or District property. The principal of, premium, if any, and interest on the Bonds are not a debt of
TDPUD or a legal or equitable pledge, charge, lien or encumbrance upon any of TDPUD's or the District's
property or upon any of TDPUD's or the District's income, receipts or revenues, except the Special Taxes and
other amounts pledged under the Indenture.
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Insufficiency of Special Taxes
If for any reason property within the District becomes exempt from taxation by reason of ownership
by a non-taxablee entity such as the federal government, another public agency or a religious organization,
subject to the limitations of the maximum authorized rates, the Special Tax will be reallocated to the remaining
taxable properties within the District. This would result in the owners of such property paying a greater
amount of the Special Tax and could have an adverse impact upon the ability and willingness of the owners of
such property to pay the Special Tax when due.
Moreover, if a substantial portion of land within the District became exempt from the Special
Tax because of public ownership, or otherwise, the maximum Special Tax which could be levied upon
the remaining property NNitbin the District might not be sufficient to pay principal of and interest on the
Bonds when due and a default could occur with respect to the payment of such principal and interest.
Tax Delinquencies
Under provisions of the Act, the Special Taxes, from which funds necessary for the payment of
principal of, and interest on,the Bonds are derived, are customarily billed to the properties within the District
on the ad valorem property tax bills sent to owners of such properties. The Act currently provides that such
Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do
ad valorem property tax installments. See "SOURCES OF PAYMENT FOR THE BONDS— Special Taxes,"
for a discussion of the provisions which apply, and procedures which the District is obligated to follow under
the Indenture, in the event of delinquencies in the payment of Special Taxes. See "— Bankruptcy and
Foreclosure"below, for a discussion of the policy of the Federal Deposit Insurance Corporation (the "FDIC")
regarding the payment of special taxes and assessment and limitations on the District's ability to foreclosure on
the lien of the Special Taxes in certain circumstances.
Neither the Developer nor EWRDV is currently delinquent in the payment of any special taxes,
property taxes or assessments and neither has any history of such delinquency since their formation.
Failure to Develop Properties
Undeveloped or partially developed land is inherently less valuable than developed land and provides
less security to the Bondowners should it be necessary for the District to foreclose on the property due to the
nonpayment of Special Taxes. The failure to complete development in the District as planned, or substantial
delays in the completion of the development due to litigation or other causes may reduce the value of the
property within the District and increase the length of time during which Special Taxes will be payable from
undeveloped property, and may affect the willingness and ability of the owners of property within the District
to pay the Special Taxes when due.
Land development is subject to comprehensive federal, State and local regulations. Approval is
required from various agencies in connection with the layout and design of developments, the nature and
extent of improvements, construction activity, land use, zoning and health requirements, as well as numerous
other matters. There is always the possibility that such approvals will not be obtained or, if obtained, will not
be obtained on a timely basis. Failure to obtain any such agency approval or satisfy such governmental
requirements would adversely affect planned land development. The Development Agreement,however,vests
certain development rights in the Developer, subject to California law limiting such vesting rights, and restricts
the Town from modifying development approvals, all as described under "THE DEVELOPMENT AND
PROPERTY OWNERSHIP— Development Agreement" Finally, development of land is subject to economic
considerations.
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DOCSSF/45753v7/22925-0010
Additionally, the Developer may need to obtain financing to complete the development of the Cabins
and Cottages in the District. No assurance can be given that the required funding will be secured or that the
proposed development will be partially or fully completed,and it is possible that cost overruns will be incurred
which will require additional funding beyond what is assumed in the Appraisal. Such funding mayor may not
be available. Added costs could result in a reduction in the value of the land in the District. See "THE
DEVELOPMENT AND PROPERTY OWNERSHIP—Appraisal'herein.
There can be no assurance that land development operations within the District will not be adversely
affected by a future deterioration of the real estate market and economic conditions or future local, State and
federal governmental policies relating to real estate development, the income tax treatment of real property
ownership, or the national economy. A slowdown of the development process and the absorption rate could
adversely affect land values and reduce the ability or desire of the property owners to pay the annual Special
Taxes. In that event, there could be a default in the payment of principal of, and interest on, the Bonds when
due.
Bondowners should assume that any event that significantly impacts the ability to develop land in the
District would cause the property values within the District to decrease substantially from those estimated by
the Appraiser and could affect the willingness and ability of the owners of land within the District to pay the
Special Taxes when due.
Future Land Use Regulations and Growth Control Initiatives
It is possible that future growth control initiatives could be enacted by the voters or future local, state
or federal land use regulations could be adopted by governmental agencies and be made applicable to the
development of the vacant land within the District with the effect of negatively impacting the ability of the
owners of such land to complete the development of such land if they should desire to develop it. This
possibility presents a risk to prospective purchasers of the Bonds in that an inability to complete desired
development increases the risk that the Bonds will not be repaid when due. The owners of the Bonds should
assume that any reduction in the permitted density, significant increase in the cost of development of the
vacant land or substantial delay in development caused by growth and building permit restrictions or more
restrictive land use regulations would cause the values of such vacant land within the District to decrease. A
reduction in land values increases the likelihood that in the event of a delinquency in payment of Special Taxes
a foreclosure action will result in inadequate funds to repay the Bonds when due.
Completion of construction of any proposed structures on the vacant land within the District is subject
to the receipt of approvals from a number of public agencies concerning the layout and design of such
structures,land use, health and safety requirements and other matters. The failure to obtain any such approval
could adversely affect the planned development of such land. The Development Agreement, however, vests
certain development rights on the Developer, subject to California law limiting such vesting rights, and
restricts the Town from modifying development approvals, all as described under "THE DEVELOPMENT
AND PROPERTY OWNERSHIP—Development Agreement."
Under current State law,it is generally accepted that proposed development is not exempt from future
land use regulations until building permits have been issued and substantial work has been performed and
substantial liabilities have been incurred in good faith reliance on the permits. Because future development of
vacant property in the District could occur over many years, if at all, the application of future land use
regulations to the development of the vacant land could cause significant delays and cost increases not
currently anticipated, thereby reducing the development potential of the vacant property and the ability or
willingness of owners of such land to pay Special Taxes when due or causing land values of such land within
the District to decrease substantially from those in the Appraisal.
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DOCSSF/45753v7/22925-0010
Endangered Species
The Developer is not aware of any threatened or endangered species on property in or adjacent to the
District. Any action by the State or federal governments to protect species located on or adjacent to the
property within the District could negatively impact the ability of the owners of that land to complete
development. This, in turn, could reduce the likelihood of timely payment of the Special Taxes levied against
such that land and would likely reduce the value of such land and the potential revenues available at the
foreclosure sale for delinquent Special Taxes. See"—Failure to Develop Land"above.
Natural Disasters
The District, like all California communities, may be subject to unpredictable seismic activity, fires,
flood, or other natural disasters. In the event of a severe earthquake,fire, flood or other natural disaster,there
may be significant damage to both property and infrastructure in the District.
There are several faults in the vicinity of the District, including the Dog Valley Fault which was the
source of an earthquake in 1966 measuring 6� on the Richter scale. However, no faults in the area have been
designated as Alquist-Priolo Special Study Zones,a designation used by the State to identify significant hazard
zones along faults.
The Developer has implemented an extensive Timber Harvest Management Plan as well as defensible
space and fire prevention measures (also called a shaded fuel break) to lessen the possibility of a fire jumping
to or fi om the development in Gray's Crossing.
A natural disaster could result in a substantial portion of the property owners being unable or
unwilling to pay the Special Taxes when due. In addition,the value of land in the District could be diminished
in the aftermath of such a natural disaster,reducing the resulting proceeds of foreclosure sales in the event of
delinquencies in the payment of the Special Taxes.
Hazardous Substances
One of the most serious risks in terms of the potential reduction in the value of a parcel is a claim with
regard to a hazardous substance. In general, the owners and operators of a parcel 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 u idely 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 taxed 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.
Further, it is possible that liabilities may arise in the future with respect to any of the parcels resulting
from the existence, currently, on the parcel of a substance presently classified as hazardous but which 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 which 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 a
parcel that is realizable upon a delinquency.
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Neither TDPUD nor the Developer has knowledge of any hazardous substances being located on the
property within the District. The Assessment discussed under "THE DEVELOPMENT AND PROPERTY
OWNERSHIP — Environmental Compliance" revealed no evidence that incidents involving hazardous or
potentially hazardous materials have impacted the District.
Parity Taxes and Special Assessments
Property within the District is subject to the lien of several overlapping public agencies. See "THE
COMMUNITY FACILITIES DISTRICT—Estimated Direct and Overlapping Indebtedness"
The Special Taxes and any penalties thereon will constitute a lien against the lots and parcels of land
on which they will be annually imposed until they are paid. Such lien is on a parity with all special taxes and
special assessments levied by TDPUD and other agencies and is co-equal to and independent of the lien for
general property taxes regardless of when they are imposed upon the same property. The Special Taxes have
priority over all existing and future private liens imposed on the property except,possibly,for liens or security
interests held by the Federal Deposit Insurance Corporation. See"—Bankruptcy and Foreclosure"below.
Neither TDPUD nor the District has control over the ability of other public agencies and
districts to issue indebtedness secured by special taxes or assessments payable from all or a portion of
the property within the District. In addition, the landowners within the District may, without the
consent or knowledge of TDPUD, petition other public agencies to issue public indebtedness secured by
special taxes or assessments. Any such special taxes or assessments may have a lien on such property on
a parity with the Special Taxes and could reduce the estimated value-to-lien ratios for property within
the District described herein.
Disclosures to Future Purchasers
The willingness or ability of an owner of a parcel to pay the Special Tax even if the value of the parcel
is sufficient may be affected by whether or not the owner was given due notice of the Special Taxes at the time
the owner purchased the parcel, was informed of the amount of the Special Tax on the parcel should the
Special Tax be levied at the maximum tax rate and the risk of such a levy and, at the time of such a levy, has
the ability to pay it as well as pay other expenses and obligations. TDPUD has caused a notice of the Special
Tax lien to be recorded in the Office of the Recorder for the County against each parcel. While title companies
normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if
made, that a prospective purchaser or lender will consider such Special Tax obligation in the purchase of a
property within the District or lending of money thereon.
The Act requires the subdivider (or its agent or representative) of a subdivision to notify a prospective
purchaser or long-term lessor of any lot,parcel,or unit subject to a Mello-Roos special tax of the existence and
maximum amount of such special tax using a statutorily prescribed form. California Civil Code
Section 1102.6b requires that in the case of transfers other than those covered by the above requirement, the
seller must at least make a good faith effort to notify the prospective purchaser of the special tax Iien in a
format prescribed by statute. Failure by an owner of the property to comply with the above requirements, or
failure by a purchaser or lessor to consider or understand the nature and existence of the Special Tax, could
adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax when due.
Non-Cash Payments of Special Taxes
Under the Act, the Board of Directors as the legislative body of the District may reserve to itself the
right and authority to allow the owner of any taxable parcel to tender a Bond in full or partial payment of any
installment of the Special Taxes or the interest or penalties thereon. A Bond so tendered is to be accepted at
par and credit is to be given for any interest accrued thereon to the date of the tender. Thus, if Bonds can be
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purchased in the secondary market at a discount, it may be to the advantage of an owner of a taxable parcel to
Pay the Special Taxes applicable thereto by tendering a Bond. Such a practice would decrease the cash flow
available to the District to make payments with respect to other Bonds then outstanding; and, unless the
practice was limited by the District, the Special Taxes paid in cash could be insufficient to pay the debt service
due with respect to such other Bonds. In order to provide some protection against the potential adverse impact
on cash flows which might be caused by the tender of Bonds in payment of Special Taxes, the Indenture
includes a covenant pursuant to which the District will not authorize owners of taxable parcels to satisfy
Special Tax obligations by the tender of Bonds unless the District shall have first obtained a report of an
Independent Financial Consultant certifying that doing so would not result in the District having insufficient
Net Taxes to pay the principal of and interest on all Outstanding Bonds when due.
Payment of the Special Tax Is not a Personal Obligation of the Owners
An owner of a taxable parcel is not personally obligated to pay the Special Tax. Rather, the Special
Tax is an oblieation which is secured only by a lien against the taxable parcel. If the value of a taxable parcel
is not sufficient,taking into account other liens imposed by public agencies,to secure fully the Special Tax, the
District has no recourse against the owner.
Land Values
The value of the property within the District is a critical factor in determining the investment quality
of the Bonds. If a property owner is delinquent in the payment of Special Taxes, the District's only remedy is
to commence foreclosure proceedings in an attempt to obtain funds to pay the Special Taxes. Reductions in
property values due to a downturn in the economy,physical events such as earthquakes, fires or floods, stricter
land use regulations, delays in development or other events will adversely impact the security underlying the
Special Taxes. See "THE COMMUNITY FACILITIES DISTRICT- Estimated Value-to-Lien Ratios"herein.
The assessed values set forth in this Official Statement do not represent market values arrived at
through an appraisal process and generally reflect only the sales price of a parcel when acquired by its current
owner, adjusted annually by an amount determined by the Nevada County Assessor, not to exceed an increase
of more than 2%per fiscal year. No assurance can be given that a parcel could actually be sold for its assessed
value.
The Appraiser has estimated, on the basis of certain definitions, assumptions and limiting conditions
contained in the Appraisal, that as of July 28, 2004 the value of the land within the District was $90,100,000.
The Appraisal is based on the assumptions as stated in APPENDIX B — "COMPLETE APPRAISAL" The
Appraisal does not reflect any possible negative impact which could occur by reason of future slow or no
growth voter initiatives, any potential limitations on development occurring due to time delays,the presence of
hazardous substances within the District, the listing of endangered species or the determination that habitat for
endangered or threatened species exists within the District, or other similar situations. The Appraiser has
conditioned the Appraisal on the specific condition that there are no environmental issues which would slow or
thwart development of the District.
Prospective purchasers of the Bonds should not assume that the land within the District could be sold
for the appraised amount described above at a foreclosure sale for delinquent Special Taxes. In arriving at the
estimates of value, the Appraiser assumes that any sale will be unaffected by undue stimulus and will occur
following a reasonable marketing period,which is not always present in a foreclosure sale. See APPENDIX B
for a description of other assumptions made by the Appraiser and for the definitions and limiting conditions
used by the Appraiser.
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No assurance can be given that any bid N,ill be received for a parcel with delinquent Special Taxes
offered for sale at foreclosure or, if a bid is received, that such bid will be sufficient to pay all delinquent
Special Taxes.
FDIC/Federal Government Interests in Properties
The ability of the District to foreclose the lien of delinquent unpaid Special Tax installments may be
limited with regard to properties in which the Federal Deposit Insurance Corporation (the "FDIC"), the Drug
Enforcement Agency, the Internal Revenue Service, or other federal agency has or obtains an interest. 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 of loans go into default, then the ability of the
District to collect interest and penalties specified by State law and to foreclose the lien of delinquent unpaid
Special Taxes 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 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 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 it
purports to secure the payment of any such amounts. Special taxes imposed under the Mello-Roos Act and a
special tax formula which determines the special tax due each year are specifically identified in the Policy
Statement as being imposed each year and therefore covered by the FDIC's federal immunity. The Ninth
Circuit has issued a ruling on August28, 2001 in which it determined that the FDIC, as a federal agency, is
exempt from Mello-Roos special taxes.
The District is unable to predict what effect the application of the Policy Statement would have in the
event of a delinquency in the payment of Special Taxes on a parcel within the District in which the FDIC has
or obtains an interest, although prohibiting the Tien of the FDIC to be foreclosed out 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 Account and perhaps, ultimately, if enough property were to
become owned by the FDIC,a default in payment on the Bonds.
Bankruptcy and Foreclosure
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 District to foreclose the lien of a delinquent unpaid Special Tax pursuant to its covenant to pursue
judicial foreclosure proceedings may be limited by bankruptcy, insolvency or other laws generally affecting
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4
{
S
creditors' rights or by the laws of the State relating to judicial foreclosure. In addition, the prosecution of a
i
foreclosure could be delayed due to many reasons, including crowded local court calendars or lengthy
procedural delays.
Secondly, the Bankruptcy Code might prevent moneys on deposit in the Special Tax Fund from being
applied to pay interest on the Bonds and/or to redeem Bonds if bankruptcy proceedings were brought by or
against a landowner and if the court found that any of such landowner had an interest in such moneys within
the meaning of Section 541(a)(1)of the Bankruptcy Code.
Although a bankruptcy proceeding would not cause the Special Taxes to become extinguished, the
amount and priority of any Special Tax 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 property owner could result in a delay
in procuring Superior Court foreclosure proceedings. If enough parcels were involved in bankruptcy
proceedings, court delays would increase the likelihood of a delay or default in payment of the principal of,
and interest on,the Bonds and the possibility of delinquent tax installments not being paid in full.
On July 30, 1992, the United States Court of Appeals for the Ninth Circuit issued its opinion in a
bankruptcy case entitled In re Glavply Marine Industi_ies. In that case, the court held that ad valorem property
taxes levied by Snohomish County in the State of Washington after the date that the property owner filed a
petition for bankruptcy were not entitled to priority over a secured creditor with a prior lien on the property.
Although the court upheld the priority of unpaid taxes imposed before the bankruptcy petition, unpaid taxes
imposed after the filing of the bankruptcy petition were declared to be "administrative expenses" of the
bankruptcy estate,payable after all secured creditors. As a result, the secured creditor was able to foreclose on
the property and retain all the proceeds of the sale except the amount of the pre-petition taxes.
The Bankruptcy Reform Act of 1994 (the `Bankruptcy Reform Act") included a provision which
excepts from the Bankruptcy Code's automatic stay provisions, "the creation of a statutory lien for an ad
valorem property tax imposed by . . . a political subdivision of a state if such tax comes due after the filing of
the petition [by a debtor in bankruptcy court]." This amendment effectively makes the Gas 1 holding
inoperative as it relates to ad valorem real property taxes. However,it is possible that the original rationale of
the Gas ,1 ruling could still result in the treatment of post-petition special taxes as "administrative expenses,"
rather than as tax liens secured by real property, at least during the pendency of bankruptcy proceedings.
According to the court's ruling, as administrative expenses, post-petition taxes would be paid,
assuming that the debtor had sufficient assets to do so. In certain circumstances, payment of such
administrative expenses may be allowed to be deferred. once the property is transferred out of the bankruptcy
estate(through foreclosure or otherwise), it would at that time become subject to current ad valorem taxes.
The Act provides that the Special Taxes are secured by a continuing lien which is subject to the same
lien priority in the case of delinquency as ad valorem taxes. No case law exists with respect to how a
bankruptcy court would treat the lien for Special Taxes levied after the filing of a petition in bankruptcy.
GlIlLsply is controlling precedent on bankruptcy courts in the State. If the Glas 1 y precedent was applied to the
levy of the Special Taxes, the amount of Special Taxes received from parcels whose owners declare
bankruptcy could be reduced.
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.
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DOCSSF/45753v7/22925-0010
No Acceleration Provision
The Bonds do not contain a provision allowing for the acceleration of the Bonds in the event of a
payanent default or other default under the Bonds or the Indenture.
Loss of Tax Exemption
As discussed under the caption "TAX MATTERS," the interest on the Bonds could become
includable in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds as a
result of a failure of the District to comply with certain provisions of the Internal Revenue Code of 1986, as
amended. Should such an event of taxability occur, the Bonds are not subject to early redemption and will
remain outstanding to maturity or until redeemed under one of the redemption provisions of the Indenture.
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.
Bond Counsel has limited its opinion as to the enforceability of the Bonds and of the Indenture 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, ]imitation or modification of the rights of the owners of the
Bonds.
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 District and the Developer
have committed to provide certain financial and operating information on an annual basis, there can be no
assurance that such information will be available to Bondowners on a timely basis. See "CONTINUING
DISCLOSURE." 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, 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.
Proposition 218
An initiative measure commonly referred to as the"Right to Vote on Taxes Act"(the"Initiative")was
approved by the voters of the State of California at the November 5, 1996 general election. The Initiative
added Article XIIIC and Article XIIID to the California Constitution. According to the "Title and Summary"
of the Initiative prepared by the California Attorney General, the Initiative limits "the authority of local
governments to impose taxes and property-related assessments, fees and charges." The Initiative could
Potentially impact the Special Taxes available to the District to pay the principal of and interest on the Bonds
as described below.
Among other things, Section 3 of Article XIII _states that ". . . the initiative power shall not be
prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge."
The Act provides for a procedure which includes notice, hearing, protest and voting requirements to alter the
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DOCSSF/45753v7/22925-0010
rate and method of apportionment of an existing special tax. However, the Act prohibits a legislative body
from adopting any resolution to reduce the rate of any special tax or terminate the levy of any special tax
pledged to repay any debt incurred pursuant to the Act unless such legislative body determines that the
reduction or termination of the special tax would not interfere with the timely retirement of that debt. On
July 1, 1997, a bill was signed into law by the Governor of the State enacting Gov crmnent Code Section 5854,
which states that:
"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 protected by
Section 10 of Article I of the United States Constitution."
Accordingly, although the matter is not free from doubt, it is likely that the Initiative has not conferred
on the voters the power to repeal or reduce the Special Taxes if such reduction would interfere with the timely
retirement of the Bonds.
It may be possible,however, for voters or the Board of Directors acting as the legislative body of the
District to reduce the Special Taxes in a manner which does not interfere with the timely repayment of the
Bonds,but which does reduce the maximum amount of Special Taxes that may be levied in any year below the
existing levels. It may also be possible for voters or the Board of Directors to change the Rate and Method in a
manner that would alter the amount of Special Taxes for which various types of properties are responsible(for
example,by shifting the order in which various types of property are taxed). Furthermore,no assurance can be
given with respect to the future levy of the Special Taxes in amounts greater than the amount necessary for the
timely retirement of the Bonds. Therefore, no assurance can be given with respect to the levy of Special Taxes
for Administrative Expenses. ?nevertheless,to the maximum extent that the law permits it to do so,the District
has covenanted that it will not initiate proceedings under the Act to reduce the maximum Special Tax rates on
taxable parcels within the District on which a completed structure is located to less than an amount equal to
110% of Maximum Annual Debt Service on the Outstanding Bonds. In connection with the foregoing
covenant, the District has made a legislative finding and determination that any elimination or reduction of
Special Taxes below the foregoing level would interfere with the timely retirement of the Bonds. The District
also has covenanted that, in the event an initiative is adopted which purports to alter the Rate and Method, it
will commence and pursue legal action in order to preserve its ability to comply with the foregoing covenant.
however, no assurance can be given as to the enforceability of the foregoing covenants.
The interpretation and application of the Initiative will ultimately be determined by the courts with
respect to a number of the matters discussed above, and it is not possible at this time to predict with certainty
the outcome of such determination or the timeliness of any remedy afforded by the courts. See "SPECIAL
RISK FACTORS -Limitations on Remedies."
Ballot Initiatives
Article XIII A. Article XIII B and Proposition 218 were adopted pursuant to measures qualified for
the ballot pursuant to California's constitutional initiative process. On March 6, 1995 in the case of Rossi v.
Brown, the State Supreme Court held that an initiative can repeal a tax ordinance and prohibit the imposition
of further such taxes and that the exemption from the referendum requirements does not apply to initiatives.
From time to time, other initiative measures could be adopted by California voters. The adoption of any such
initiative might place limitations on the ability of the State,TDPUD or local districts to increase revenues or to
increase appropriations or on the ability of the landowners within the District to complete the remaining
proposed development. See"SPECIAL RISK FACTORS -Failure to Develop Properties"herein.
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DOCSSF/45753v7/22925-0010
CONTINUING DISCLOSURE
Pursuant to a Continuing Disclosure Agreement with MuniFinancial, as dissemination agent (the
"Disclosure Agreement"), the District, has agreed to provide, or cause to be provided, to each nationally
recognized municipal securities information repository and any public or private repository or entity
designated by the State as a state repository for purposes of Rule 15c2-12(b)(5) adopted by the Securities and
Exchange Commission (each, a "Repository") certain annual financial information and operating data
concerning the District. The Annual Report to be filed by the District is to be filed not later than January 1 of
each year, beginning January 1, 2006, and is to include audited financial statements of TDPUD. The
requirement that TDPUD file its audited financial statements as a part of the Annual Report has been included
in the Disclosure Agreement solely to satisfy the provisions of Rule 15c2-12. The inclusion of this
information does not mean that the Bonds are secured Ev any resources or property of TDPUD other than as
described hereinabove. See "SOURCES OF PAYMENT FOR THE BONDS" and "SPECIAL RISK
FACTORS — Limited Obligations." TDPUD failed to file in a timely manner its annual reports required
under the continuing disclosure obligation undertaken in connection with previously issued certificates of
participation. In early 2003, TDPUD filed all required reports and TDPUD is now current on all filings
required pursuant to its previous continuing disclosure undertaking.
To assist the Underwriter in complying with Rule 15c2-12(b)(5), the Developer will enter into a
certain Continuing Disclosure Agreement (the"Landowner Disclosure Agreement") covenanting to provide an
Annual Report not later than September 1 of each year beginning September 1, 2005, and a Semi-Annual
Report each March 1 beginning March 1, 2005, The Annual Reports provided by the Developer are to contain
audited financial statements, if any are prepared, and the additional financial and operating data outlined in the
Landowner Disclosure Agreement attached in APPENDIX F.
The Landowner Disclosure Agreements will inure solely to the benefit of the District, any
Dissemination Agent, the Underwriter and owners or beneficial owners from time to time of the Bonds.
TAX MATTERS
In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach,
California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, interest on the
Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax preference for
purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the
further opinion of Bond Counsel,interest on the Bonds is exempt from State of California personal income tax.
Bond Counsel notes that,with respect to corporations, interest on the Bonds may be included as an adjustment
in the calculation of alternative minimum taxable income which may affect the alternative minimum tax
liability of corporations. In addition, the difference between the issue price of a Bond (the first price at which
a substantial amount of the Bonds of a maturity is to be sold to the public) and the stated redemption price at
maturity with respect to the Bond constitutes original issue discount. Original issue discount accrues under a
constant yield method, and original issue discount will accrue to a Bondowner before receipt of cash
attributable to such excludable income. The amount of original issue discount deemed received by a Bond
Owner will increase the Bond Owner's basis in the applicable Bond. The amount of original issue discount
that accrues to the owner of the Bond is excluded from gross income of such owner for federal income tax
purposes, is not an item of tax preference for purposes of the federal alternative minimum tax imposed on
individuals and corporations,and is exempt from State of California personal income tax.
Bond Counsel's opinion as to the exclusion from gross income of interest on the Bonds (and original
issue discount) is based upon certain representations of fact and certifications made by the District and others
and is subject to the condition that the District complies with all requirements of the Internal Revenue Code of
1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Bonds to assure that
interest on the Bonds (and original issue discount) will not become includable in gross income for federal
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income tax purposes. Failure to comply with such requirements of the Code might cause the interest on the
Bonds (and original issue discount) to be included in gross income for federal income tax purposes retroactive
to the date of issuance of the Bonds. The District has covenanted to comply with all such requirements.
The amount by which a Bond Owner's original basis for determining loss on sale or exchange in the
applicable Bond(generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call
date) constitutes amortizable Bond premium, which must be amortized under Section 171 of the Code; such
amortizable Bond premium reduces the Bond Owner's basis in the applicable Bond (and the amount of tax-
exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a
result of the amortization of Bond premium may result in a Bond Owner realizing a taxable gain when a Bond
is sold by the Owner for an amount equal to or less (under certain circumstances) than the original cost of the
Bond to the Owner. Purchasers of the Bonds should consult their own tax advisors as to the treatment,
computation and collateral consequences of amortizable Bond premium.
Bond Counsel's opinions may be affected by actions taken (or not taken) or events occurring (or not
occurring) after the date hereof. Bond Counsel has not undertaken to determine, or to inform any person,
whether any such actions or events are taken or do occur. The Indenture and the Tax Certificate relating to the
Bonds permit certain actions to be taken or to be omitted if a favorable opinion of Bond Counsel is provided
with respect thereto. Bond Counsel expresses no opinion as to the exclusion from gross income for federal
income tax purposes of interest (and original issue discount) with respect to any Bond if any such action is
taken or omitted based upon the advice of counsel other than Stradling Yocca Carlson &Rauth, a Professional
corporation.
Although Bond Counsel has rendered an opinion that interest (and original issue discount) on the
Bonds is excluded from gross income for federal income tax purposes provided that the District continues to
comply with certain requirements of the Code,the ownership of the Bonds and the accrual or receipt of interest
(and original issue discount)with respect to the Bonds may otherwise affect the tax liability of certain persons.
Bond Counsel expresses no opinion regarding any such tax consequences. Accordingly,before purchasing any
of the Bonds, all potential purchasers should consult their tax advisors with respect to collateral tax
consequences relating to the Bonds.
A copy of the in form of opinion of Bond Counsel is attached hereto as APPENDIX G.
LEGAL OPINION
The Legal opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation approving the
validity of the Bonds in substantially the form set forth as Appendix G hereto, will be made available to
purchasers at the time of original delivery. A copy of the legal opinion for the Bonds will be provided with
each definitive bond.
LITIGATION
No litigation is pending or threatened concerning the validity of the Bonds or the pledge of Net Taxes
to repay the Bonds and a certificate of the District to that effect will be furnished to the Underwriter at the time
of the original delivery of the Bonds. Neither the District nor TDPUD is aware of any litigation pending or
threatened which questions the existence of the District or contests the authority of the District to levy and
collect the Special Taxes or to issue and retire the Bonds.
NO RATING
The District has not made and does not contemplate making application to any rating agency for the
assignment of a rating of the Bonds.
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UNDERWRITING
The Bonds are being purchased by UBS Financial Services Inc. (the "Underwriter"). The Underwriter
has agreed to purchase the Bonds at a price of $ (being $ aggregate principal
amount thereof, less Underwriter's discount of $ ). The purchase agreement relating to the
Bonds provides that the Underwriter will purchase all of the Bonds if any are purchased. The obligation to
make such purchase is subject to certain terms and conditions set forth in such purchase agreement, the
approval of certain legal matters by counsel and certain other conditions.
The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the
offering price stated on the cover page hereof. The offering price may be changed from time to time by the
Underwriter.
FINANCIAL INTERESTS
The fees being paid to the Underwriter, Underwriter's Counsel and Bond Counsel are contingent upon
the issuance and delivery of the Bonds and the fees being paid to the Financial Adviser are partially contingent
upon the issuance and delivery of the Bonds. From time to time, Bond Counsel represents the Underwriter on
matters unrelated to the Bonds.
PENDING LEGISLATION
The District is not aware of any significant pending legislation which would have material adverse
consequences on the Bonds or the ability of the District to pay the principal of and interest on the Bonds when
due.
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ADDITIONAL INFORMATION
The purpose of this Official Statement is to supply information to prospective buyers of the Bonds.
Quotations and summaries and explanations of the Bonds and documents contained in this Official Statement
do not purport to be complete, and reference is made to such documents for full and complete statements and
their provisions.
The execution and delivery of this Official Statement by the President of the Board of Directors and
the General Manager of TDPUD has been duly authorized by the Board of Directors acting in its capacity as
the legislative body of the District.
TRUCKEE DONNER PUBLIC UTILITY
DISTRICT COMMUNITY FACILITIES
DISTRICT NO. 04-1 (GRAY'S CROSSING)
By:
President of the Board of
Directors
By:
General Manager of Truckee
Donner Public Utility District
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-----
APPENDIX A
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
A Special Tax applicable to each Assessor's Parcel in the Truckee Donner Public Utility District Community
Facilities District No. 04-1 (Gray's Crossing) [herein"CFD No. 04-1"]shall be levied and collected according to the
tax liability determined by the Board of Directors or its designee,through the application of the appropriate amount
or rate for Taxable Property, as described below. All of the property in CFD No. 04-1, unless exempted by law or
by the provisions of Section G below, shall be taxed for the purposes, to the extent, and in the manner herein
provided, including property subsequently annexed to the CFD unless a separate Rate and Method of Apportionment
is adopted for the annexation area.
A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
"Acre" or"Acreage" means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the
land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable Final Map or other parcel
map recorded with the County.
"Act" means the Mello-Roos Community Facilities Act of 1982. as amended, being Chapter 2.5, (commencing with
Section 53311), Division 2 of Title 5 of the California Government Code.
"Administrative Expenses" means any or all of the following: the fees and expenses of any fiscal agent or trustee
(including any fees or expenses of its counsel) employed in connection with any Bonds, and the expenses of the
TDPUD carrying out its duties with respect to CFD No. 04-1 and the Bonds,including, but not limited to, levying
and collecting the Special Tax, the fees and expenses of legal counsel, charges levied by the County Auditor's
Office, Tax Collector's Office, and/or Treasurer's Office, costs related to annexing property into the CFD, costs
related to property ov`mer inquiries regarding the Special Tax, amounts needed to pay rebate to the federal
government with respect to the Bonds, costs associated with complying with any continuing disclosure requirements
for the Bonds and the Special 7 ax, and all other costs and expenses of the TDPUD in any way related to the
establishment or administration of the CFD.
"Administrator" means the person or firm designated by the TDPUD to administer the Special Tax according to
this Rate and Method of Apportionment of Special Tax.
"Affordable Unit" means any Unit within CFD No. 04-1 which is subject to (i) a deed-restricted cap limiting the
appreciation that can be realized by the owner of the Unit for thirty (30) years, or(ii)another such deed restriction
that replaces the 30-year appreciation cap in future years. In the Fiscal Year after the Fiscal Year in which the deed-
restriction on an Affordable Unit expires, such Unit shall be taxed as Single Family Detached Property or Single
Family Attached Property, as applicable.
"Assessor's Parcel"or"Parcel" means a lot or parcel,including an airspace parcel for a condominium unit or Loft
Unit, shown on an Assessor's Parcel Map with an assigned Assessor's farce] number.
"Assessor's Parcel Map" means an official map of the County Assessor designating parcels by Assessor's Parcel
number.
"Association Property" means any property within the CFD that is owned by a homeowners association, excluding
such property under the pad or footprint of a Unit. Association Property shall also include property designated as
open space in a recorded Final Map whether or not such property has yet been dedicated to a homeowners
association, public agency, or private land trust.
"Board of Directors"or`Board"means the Board of Directors of the TDPUD.
A-1
DOCSSF145753v7/22925-0010
"Bonds" means bonds or other debt (as defined in the Act), whether in one or more series, issued, insured or
assumed by CFD No. 04-1 related to public infrastructure and'or improvements that are authorized to be funded by
CFD No. 04-1.
"Building square Footage" means the total gross square footage of the floor area of a non-residential building
determined by calculating the combined floor area contained within the building's exterior walls including the area
of an addition where floor area is increased. Parking areas and exterior walkways shall not be included in the
calculation of Building Square Footage.
"Capitalized interest" means funds in any capitalized interest account available to pay debt service on Bonds.
"Center for the Arts Property" means the property on which a building permit has been issued for construction of
the "Center for the Arts" required pursuant to the Development Agreement, subject to the limitation set forth in
Section G below.
"CFD Formation"means the date on which the Resolution of Formation to form CFD No. 04-1 was adopted by the
Board of Directors.
"Church Property" means, in any Fiscal Year, any Parcel in CFD 04-1 that meets both of the following criteria: (i)
the Parcel is owned by a religious organization which is exempt from ad valorem property tax, and (ii) a building
permit has been issued for construction of a building on the Parcel that will be used solely as a place of worship.
The amount of Church Property within the CFD shall be subject to the limitation set forth in Section G below.
"County"means the County of Nevada.
"Developed Property"means, in any Fiscal Year,the following:
for Single Family Detached Property, all parcels for which a Final Map was recorded
prior to May I of the preceding Fiscal Year
• for Single Family Attached Property, all parcels for which a building permit for new construction
of a residential structure was issued prior to May 1 of the preceding Fiscal Year
• for Golf Course Property, all Parcels that make up the Golf Course Property if the certificate of
occupancy for the proshop or clubhouse associated wiih the golf course was issued at least twenty-
four(24)months in advance of May I of the preceding Fiscal Year
• for Non-Residential Property, all parcels for which a building permit for new construction of a
non-residential structure (which may include Loft Units) was issued prior to May I of the
preceding Fiscal Year
"Development Agreement" means the Development Agreement executed between the Town and Gray's Crossing
LLC on March 25,2004.
"Excess Public Property" means the acres of Public Property that exceed the acreage exempted in Section G
below. In any Fiscal Year in which a Special Tax must be levied on Excess Public Property pursuant to Step 5 in
Section E below, Excess Public Property shall be those Assessor's Parcel(s) that most recently became Public
Property based on the dates on which Final Maps recorded creating such Public Property or, if an Assessor's Parcel
became Public Property other than through a Final Map, as determined by the Administrator.
"Expected Affordable Units" means a total of 36 Units within CFD No. 04-I that are expected to be Affordable
Units. If, in any Fiscal Year,the Administrator identifies a total number of Affordable Units within CFD No. 04-I
that exceeds 36 Units, only the first 36 Units for which building permits were issued shall remain exempt from the
Special Tax pursuant to Section G below. Affordable Units for which permits are issued after building permits for
the 36 Expected Affordable Units have been issued shall be taxed as follows: (i) based on the size of the lot if the
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Unit is Single Family Detacbcd Property, as Single Family Attached Property if the Unit meets the definition set
forth for such property below, or rii)as a Loft Unit if the Unit is located above a retail establishment.
"Expected Land Uses" means the total number of Units and size of SFD Lots expected to be constructed within the
CFD as determined from time to time by the Administrator after applying the steps in Section D below. At CFD
Formation, the Expected Land Uses were those expected to be reflected in the Tentative Map. The Expected Land
Uses at CFD Formation are summarized in Attachment I hereto:the Administrator shall update Attachments 1 and 2
each time a change occurs to the land use plans for property in the CFD.
"Expected Maximum Special Tax Revenues" means the amount of annual revenue that would be available if the
Maximum Special Tax was levied on the Expected Land Uses. The Expected Maximum Special Tax Revenues as
of CFD Formation are shown in Attachment I of this Rate and Method of Apportionment of Special Tax.
"Final Bond Sale" means the last series of Bonds that will be issued on behalf of CFD No. 04-1 (excluding any
Bond refundings), as determined in the sole discretion of the TDPUD.
"Final Map" means a final map, or portion thereof, recorded by the County pursuant to the Subdivision Map Act
(California Government Code Section 66410 et seq.) that creates individual lots on which building permits for new
construction may be issued without further subdivision and for which no further subdivision is anticipated pursuant
to the Tentative Map.
"Fiscal Year"means the period starting July I and ending on the following June 30.
"Fitness Facility Property" means any Assessor's Parcels within the CFD that meets both of the following criteria
(i) a building permit has been issued for construction of a swim or fitness facility on the Parcel, and(ii)based on the
size of the Parcel,no other buildings can be constructed on the Parcel.
"Fractional Unit" means a single family detached unit or a single family attached unit for which multiple owners
may each purchase a fractional share of ownership(also referred to as a timeshare unit by the California Department
of Real Estate).
"Golf Coarse Property" means any property within CFD No. 04-1 that is used as a golf course, including but not
limited to, a driving range, clubhouse, pro shop, parking, outbuildings, and other golf-related amenities. Golf
Course Property shall also include any property within the CFD that is used or expected to be used for a swim and/or
fitness facility if such facility is located on the same Assessor's Parcel as the clubhouse, pro shop or other golf-
related buildings.
"Lodging Unit"means a unit that is(i) offered for rent to the general public on an overnight or limited stay basis,as
defined in the Development Agreement, and (ii) constructed within the geographic area labeled Neighborhood
Commercial in Attachment 2. if Fractional Units are built within the Neighborhood Commercial area,all such units
shall be taxed at the same rate as other Units of Single Family Attached Property within the CFD.
"Loft Unit" means a residential Unit located above and attached to a commercial establishment, which shall not
under any circumstance include a residential Unit within which the owner of such Unit operates an at-home business
operation.
"Maximum Special Tax" means the greatest amount of Special Tax that can be levied on an Assessor's Parcel in
any Fiscal Year determined in accordance with Section C below, as may be adjusted pursuant to Step 3 in Section D
below.
",'Von-Residential Property" means, in any Fiscal Year, all Parcels of Taxable Property which are not Single
Family Detached Property, Single Family Attached Property, Golf Course Property, Loft Units, Association
Property, Excess Public Property, or Undeveloped Property. As discussed below, Loft Units shall be taxed
separately from the non-residential Building Square Footage on the Parcel.
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"Proportionately" means, for Developed Property,. that the ratio of the actual Special Tax levied in any Fiscal Year
to the Maximum Special Tax authorized to be levied in that Fiscal Year is equal for all Assessor's Parcels of
Developed Property, and for Undeveloped Property that the ratio of the actual Special Tax to the Maximum Special
Tax is equal for all Assessor's Parcels of Undeveloped Property.
"Public Property" means any property within the boundaries of CFD No. 04-1 that is owned by the federal
govctnmcnt,the State of California,the County,the Town,the I DPUD, or other public agency.
"Rental Property" means, in any Fiscal Year, all Parcels within the CFD for which a building permit was issued
for construction of a residential structure with multiple Units that share common walls, all of which are offered or
are expected to be offered for rent to the general public and or employees. Fractional Units and Loft Units within
the CFD shall at no time be categorized as Rental Property. Lodging Units shall also be categorized as Rental
Property for purposes of this Rate and Method of Apportionment of Special Tax.
"SF'D Lot" means an individual residential lot, identified and numbered on a recorded Final Map, on which a
building permit has been or is permitted to be issued for construction of a single family detached unit without further
subdivision of the lot and for which no further subdk ision of the lot is anticipated pursuant to the Tentative Map.
"Single Family Attached Property'* means, in any Fiscal Year, all Parcels of Developed Property for which a
building permit was issued for construction of a residential structure consisting of two or more Units that share
common walls and are offered or expected to be offered as for-sale units, including, but not limited to, such
residential structures that meet that statutory definition of a condominium contained in Civil Code Section 1351.
"Single Family Detached Property" means, in any Fiscal Year, all Parcels of Developed Property for which a
building permit was issued or is permitted to be issued for construction of a Unit that does not share a common wall
with another Unit, including detached Fractional Units.
"Special Tax"means a Special Tax levied in any Fiscal Year to pay the Special Tax Requirement.
"Special Tax Requirement" means the amount necessary in any Fiscal Year to: (i) pay principal and interest on
Bonds which is due in the calendar year that begins in such Fiscal Year; (ii) create and/m replenish reserve funds for
the Bonds; (iii) cure any delinquencies in the payment of principal or interest on Bonds which have occurred in the
prior Fiscal Year or, based on existing delinquencies in the payment of Special Taxes, are expected to occur in the
Fiscal Year in which the tax will be collected; (iv) pay Administrative Expenses; and (v) pay the costs of public
improvements and public infrastructure authorized to be financed by CFD No. 04-1. The amounts referred to in
clauses (i) and (ii) of the preceding sentence may be reduced in any Fiscal Year by: (i) interest earnings on or
surplus balances in funds and accounts for the Bonds to the extent that such earnings or balances are available to
apply against debt service pursuant to a Bond indenture, Bond resolution, or other legal document that sets forth
these teens; (h) proceeds received by CFD No. 04-1 from the collection of penalties associated with delinquent
Special Taxes; and (iii) any other revenues available to pay debt service on the Bonds as determined by the
Administrator.
"Taxable Property" means all of the Assessor's Parcels within the boundaries of CFD No. 04-1 which are not
exempt from the Special Tax pursuant to law or Section G below.
"Tax Zone" means one of the two mutually exclusive geographic areas defined below and identified in Attachment
2 of this Rate and Method of Apportionment of Special Tax, and any subsequent Tax Zones created to contain
Property annexed into the CFD after CFD Formation.
"Tax Zone#1" means the geographic area that is specifically identified in Attachment 2 of this Rate and Method of
Apportionment of Special Tax as Tax Zone#L
"Tax Zone#2" means the geographic area that is specifically identified in Attachment 2 of this Rate and Method of
Apportionment of Special'fax as Tax Zone#2.
"TDPL'D"means the Truckee Donner Public Utility District.
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"Tentative Map" means the tentative suhdivision map for the Gray's Crossing Planned Development approved by
the Town on February 5,2004.
"Town"means the incorporated Town of Truckee.
"Undeveloped Property" means, in any Fiscal Year, all Parcels of Taxable Property within the CFD that are not
Developed Property.
"Unit" means (i) for Single Family Detached Property, an individual single-family detached unit, (it)an individual
Loft Unit, and (iii) for Single Family Attached Property, an individual residential unit within a duplex, triplex,
fourplex,towmhome, or condominium structure.
B. DATA FOR A-sNUAL ADMINISTRATION
On or about Judy 1 of each Fiscal Year,the Administrator shall identify the current Assessor's Parcel numbers for all
Parcels of Taxable Property. The Administrator shall also determine: (i) whether each Assessor's Parcel of Taxable
Property is Developed Property or Undeveloped Property, (d) for Developed Property, which Parcels are Single
Family Detached Property, Single Family Attached Property, Loft Units, Golf Course Property and Non-Residential
Property, (iii) for Parcels of Single Family Attached Property, the number of Units on each Parcel, lie) for Single
Family Detached Property, the size of each residential lot within Final Maps that have been recorded, (v) whether
there are Parcels of Rental Property, Excess Public Property, or Parcels with Affordable Units, and (vi) the Special
Tax Requirement.
For Single Family Attached Property, the number of Units shall be determined by referencing the site plan,
condominium plan. or other development plan. For Non-Residential Property that includes Loft Units, the
Administrator shall reference the condominium map or other such development plan to determine the Building
Square Footage, or if such map or plan is not available, the Administrator shall determine the Building Square
Footage associated with the Loft Units and subtract the square footage thereof from the total Building Square
Footage to determine the square footage that will be subject to the Maximum Special Tax for Non-Residential
Property. If,in any Fiscal Year, an Assessor's Parcel includes both Developed Property and Undeveloped Property,
the Administrator shall determine the Acreage associated with the Developed Property, subtract this Acreage from
the total Acreage of the Assessor's Parcel, and use the remaining Acreage to calculate the Special Tax that will
apply to Undeveloped Property within the Assessor's Parcel.
In addition, the Administrator shall, on an ongoing basis, monitor whether changes in land use have been proposed
that will affect the Expected Land Uses and whether Final Maps that have been proposed for approval by the Town
are consistent with the Expected Land Uses. If changes to the Expected Land Uses are proposed, the Administrator
shall apply the steps set forth in Section D below.
C. MAXIMUM SPECIAL TAX
1. Single Family Detached Property
The Maximum Special Tax for Single Family Detached Property for Fiscal Year 2004-05 is shown in Table I
below:
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TABLE
TDPUD CFD No.2004-1
Maximum Special Tax for Single Family Detached Property
Maxiontin Special Tax in Tfavimnm Special Tax _
Tay Zone #1 in Tax Zone#2
Ty re o Property Lot Size = Fit al Year 2004-05 * Fiscal Year 2004-05
Single Family Greater than $3,360 per $4.125 per
L Y
Detached Property 22,000 square feet _SFD Lot SFD Lot
Single Family 20,001 to 22,000 $3,200 per $4,000 per
Detached Property s uq are feet SF_D Loot SFD Lot
Single Family 18,00] to 20,000 $3,100 per $3,875 per
Detached Proper ProperIx, square feet SFD Lot SFD Lot
Sin Ie Family 16,001 to 18,000 $3,000 per $3,750 per
Detached Pro.crtv --square feet SFD Lot SFD Lot
Smble Family 14,001 to 16,000 $2,900 per $3,625 per
Detached PrOperty square feet SFD Lot SFD Lot
F
ngle Family 12,001 to 14,000 $2,800 per $3,500 per
ched Property �_squuare feet SFDLot SFD Lot
gle Family 8,000 to 12,000 $- 700 per $3,375 per
ched propert s u arc feet SFD Lot i SFD Lot
Single Family Less than $1,80o per $1,800 per
Detached Propertv J 8,000 square feet SFD Lot SFD Lot ?
On July 1, 2005 and on eat It July I thereafter, the Alaxicnunn Special Taxes shown in Table I above shall be
increased bh an amount equal to two percent(2%) of the arnoant in effect for the prior Fiscal Year.
The square footage of SFD Lots shall be determined by reference to County Assessor's Parcel Maps or,to the extent
such Maps do not reflect square footage of the SFD Lots, by reference to the lot size summary provided by the
engineering firm that produced the Final Map.
2. Single Fancily Attached Property
The Maximum Special Tax for Single Family Attached Property for Fiscal Year 2004-05 is $1.800 per Unit. On
July 1, 2005 and on each July I thereafter,this Maximum Special Tax shall be increased by an amount equal to two
percent(20/)) of the amount in effect for the prior Fiscal Year.
3. Loft Units
The Maximum Special Tax for Loft Units for Fiscal Year 2004-05 is$1,200 per Unit. On July 1, 2005 and on each
July I thereafter, this Maximum Special Tax shall be increased by an amount equal to two percent (2%) of the
amount in effect for the prior Fiscal Year.
4. Non-Residential Property
The Maximum Special Tax for Non-Residential Property for Fiscal Year 2004-05 is $2.50 per square foot of
Building Square Footage. On July 1, 2005 and on each July I thereafter, this Maximum Special Tax shall be
increased each Fiscal Year thereafter by an amount equal to two percent(2%)of the amount in effect the prior Fiscal
Year.
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5. Golf Coarse Property
The Maximum Special Tax assigned to Golf Course Property for Fiscal Year 2004-05 is $200.000. On July 1, 2005
and on each July I thereafter, this Maximum Special Tax shall be increased each Fiscal Year thereafter by an
amount equal to two percent (20/<)) of the amount in effect the prior Fiscal Year. If the Golf Course Property is fully
contained within one Assessor's Parcel, the Maximum Special Tax identified above shall be collected from the
Parcel. If the Golf Course Property is spread over more than one Assessor's Parcel, the following steps shall be
applied in the first Fiscal Year in which the Golf Course Property is Developed Property to determine the Maximum
Special Tax to be assigned to each Parcel:
Step 1: Multiply the total Maximum Special Tax assigned to the Golf Course Property by fifty
percent(50%);
Step 2: Determine the combined Acreage of all Assessor's Parcels on which the clubhouse, pro
shop, driving range,parking lot, and other outbuildings are located;
Step 3: Divide the amount determined in Step 1 by the Acreage identified in Step 2 to calculate a
per-acre Special Tax;
Step 4: Multiply the per-acre Special Tax calculated in Step 3 by the Acreage of each Assessor's
Parcel on which the clubhouse, pro shop, driving range, parking lot, and other
outbuildings are located to calculate the Maximum Special Tax for each of the Parcels;
Step 5: Determine the combined Acreage of all Assessor's Parcels of Golf Course Property that
were not included in the Acreage calculated in Step 2 above;
Step 6: Divide the amount determined in Step 1 by the Acreage calculated in Step 5 to calculate a
per-acre Special Tax;
Step 7: Multiply the per-acre Special Tax calculated in Step 6 by the Acreage of each Assessor's
Parcel included in the figure determined in Step 5 to calculate the Maximum Special Tax
for each of the Parcels.
The Maximum Special Tax determined for each Assessor's Parcel of Golf Course Property pursuant to the
steps set forth above shall be increased on July I of the following Fiscal Year, and on each July I
thereafter, by an amount equal to two percent (2%) of the amount in effect the prior Fiscal Year. If an
Assessor's Parcel of Golf Course Property is further subdivided or otherwise reconfigured, the Maximum
Special Tax assigned to the Parcel shall be allocated to the new Parcels on an Acreage basis.
6. Undeveloped Property
The.Maximum Special Tax for Undeveloped Properly for Fiscal Year 2004-05 is $17,500 per Acre.
On July 1, 2005 and on each July 1 thereafter, this Maximum Special Tax shall be increased by
an amount equal to ttvo percent(2%) of the amount in effect for the prior Fiscal Year.
D. BACK-UP FORMULA
The Maximum Special Taxes set forth in Section C above were calculated based on the Expected Land Uses at CFD
Formation. The Administrator shall review Tentative Map revisions and other changes to the land uses within the
CFD and compare the revised land uses to the Expected Land Uses to evaluate the impact on the Expected
Maximum Special Tax Revenues. In addition, the Administrator shall review Final Maps to ensure they reflect the
number and size of SIT)Lots that were anticipated in the Tentative Map.
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If, prior to the Final Bond Sale, a change to the Expected Land Uses (a "Land Use/Entitlement Change") is
proposed that will result in a reduction in the Expected Maximum Special Tax Reyemteh no action will be needed
pursuant to this Section D as long as the reduction in Expected Maximum Special Tax Revenues does not reduce
debt service coverage on outstanding Bonds below,the amount committed to in the Bond documents. Upon approval
of the Land Use'Emiilemcnt Change, the Administrator shall update Attachment 1 to show the reduced Expected
Maximum Special Tax Revenues, and the reduced Expected Maximum Special Tax Revenues shall be the amount
used to by the TDPUD to make future decisions with respect to Bonds.
If proposed Land Use/Entitlement Change would reduce the debt service coverage required on outstanding Bonds
or if the Land Use/Entitlement Change is p oposcd after the Final Bond Sale, the following steps shall be applied:
Step 1: By reference to Attachment 1 (which will be updated by the Administrator each time a
Land Use/Entitlement Change has been processed according to this Section D), the
Administrator shall identify the Expected Maximum Special Tax Revenues for CFD No.
04-1;
Step 2: The Administrator shall calculate the Maximum Special Tax revenues that could be
collected from property in the CFD if the Land Use/Entitlement Change is approved;
Step 3: If the amount determined in Step 2 is higher than that calculated in Step 1, the Land
Use/Entitlement Change may be approved without further action. If the revenues
calculated in Step 2 are less than those calculated in Step 1, and if:
(a) The landowner does not withdraw the request for the Land Use/Entitlement
Change that was submitted to the Town;or
(b) Before approval of the Land Use/Entitlement Change, the landowner requesting
the Land Use Entitlement Change does not prepay a portion of the Special Tax
for the CFD in an amount that corresponds to the lost Maximum Special Tax
revenue, as determined by applying the steps set forth in Section H below;
then, the amount of the prepayment determined in Step 3.b shall be allocated on a per-acre basis and
included on the next property tax bill for all Assessor's Parcels within the property affected by the Land
Use/Entitlement Change. The amount allocated to each Assessor's Parcel shall be added to and,until paid,
shall be a part of,the Maximum Special Tax for the Assessor's Parcel.
if multiple Land Use/Entitlement Changes are proposed at one time (which may include approval of
multiple Final Maps at one time), the Administrator may consider the combined effect of all the Land
Use/Entitlement Changes to determine if there is a reduction in Expected Maximum Special Tax Revenues
that necessitates implementation of Step 3.b. If, based on this comprehensive analysis, the Administrator
determines that there is a reduction in Expected Maximum Special Tax Revenue, and all of the Land
UselEntitlentent Changes are being proposed kv,the same land owner, the Administrator shall determine
the required prepayment (pursuant to Step 3.b) by analyzing the combined impact of all of the proposed
Land Use/Entitlement Changes. Notwithstanding the foregoing, if the Administrator analyzes the
combined impacts of multiple Land Use/Entitlement Changes, and the Town subsequently does not
approve one or more of the Land Use/Entitlement Changes that was proposed,the Administrator shall once
again apply the three steps set forth above to determine the combined impact of those Land
t use/Entitlement Changes that were an roved simultaneously by the Town.
If, based on the comprehensive analysis, the Administrator determines that there is a
reduction in Expected Maximum Special Tax Revenue, and the Land Use/Entitlement
Changes are not all being proposed by the same land owner, the Administrator shall consider
the proposed Land Use/Entitlement Changes individually to determine the required
prepayment from each owner.
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E. METHOD OF LEVY OF THE SPECIAL TAX
Each Fiscal Year,the Administrator shall determine the Special Tax Requirement to be collected in that Fiscal Year,
and the Special Tax shall be levied according to the steps outlined below.
Step 7: The Special Tax shall be levied Proportionately on each Parcel of Developed Property
within the CFD that is Single Family Detached Property, Single Family Attached
Property, or a Loft Unit up to 100% of the Maximum Special Tax for each Parcel for
such Fiscal Year until the amount levied on such Developed Property is equal to the
Special Tax Requirement nn iot to applying any Capitalized Interest that is available in
the CFD accounts.
Step 2: If additional revenue is needed after Step 1,and after applying Capitalized Interest to the
Special Tax Requirement,the Special Tax shall be levied Proportionately on each Parcel
of Developed Property within the CFD that is Non-Residential Property up to 100% of
the Maximum Special Tax for such Developed Property for such Fiscal Year determined
pursuant to Section C.
Step 3: if additional revenue is needed after Step 2, the Special Tax shall be levied
Proportionately on each Parcel of Developed Property within the CFD that is Golf
Course Property up to 100% of the Maximum Special Tax for such Developed Property
for such Fiscal Year determined pursuant to Section C.
Step 4: If additional revenue is needed after Step 3, the Special Tax shall be levied
Proportionately on each Assessor's Parcel of Undeveloped Property within the CFD, up
to 100% of the Maximum Special Tax for Undeveloped Property for such Fiscal Year
determined pursuant to Section C.
Step 5: if additional revenue is needed after Step 4, the Special Tax shall be levied
Proportionately on each Parcel of Association Property within the CFD, up to 100% of
the Maximum Special Tax lot Undeveloped Property for such Fiscal Year determined
pursuant to Section C.
Step 6: If additional revenue is needed after Step 5, the Special Tax shall be levied
Proportionately on each Assessor's Parcel of Excess Public Property, exclusive of
property exempt from the Special Tax pursuant to Section G below, up to 100% of the
Maximum Special Tax for Undeveloped Property for such Fiscal Year determined
pursuant to Section C.
F. COLLECTION OF SPECIAL TAX
The Special Taxes for CFD No. 04-1 shall be collected in the same manner and at the same time as ordinary ad
valorem property taxes, provided, however, that prepayments are permitted as set forth in Section H below and
provided further that the TDPUD may directly bill the Special Tax, may collect Special Taxes at a different time or
in a different manner, and may collect delinquent Special Taxes through foreclosure or other available methods.
The Special Tax for Fractional Units may be billed either directly to individual fractional share owners or to a
homeowners association,which shall then bill the individual fractional share owners; non-payment of Special Taxes
billed by the homeowners association shall result in interest and penalties, and the fractional ownership shall be
subject to foreclosure proceedings as set forth in the Bond covenants.
The Special Tax shall be levied and collected until principal and interest on Bonds have been repaid,TDPUD's costs
of constructing or acquiring authorized facilities from Special Tax proceeds have been paid, and all administrative
expenses have been reimbursed. However, in no event shall a Special Tax be levied after Fiscal Year 2043-44.
Pursuant to Section 53321 (d) of the Act, the Special Tax levied against a Parcel used for private residential
purposes shall under no circumstances increase more than ten percent (10%) as a consequence of delinquency or
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default by the owner of any other Parcel or Parcels and shall, in no event, exceed the Maximum Special Tax in effect
for the Fiscal Year in which the Special Tax is being levied.
G. F,XE'11PTIONs
Notwithstanding any other provision of this Rate and Method of Apportionment of Special Tax,no Special Tax shall
be levied on up to 42.2 acres of Public Property, 237.7 acres of Association Property, 2 acres of property on which
Lodge Units have been or, based on building permits that have been issued, are expected to be built, 0.67 of an acre
of Center for the Arts Property, Fitness Facility Property, and 9 acres of Church Property. A separate amount of
public acreage may be exempted each time property annexes into CFD No. 04-1. and such additional exemption
shall only apply to property within the annexation nea_ A Special Tax may be levied on Excess Public Property
pursuant to Step 5 of Section E: however, a public agency may prepay or cause the prepayment of the special tax
obligation on land conveyed to it that would be classified as Excess Public Property.
In addition,no Special Tax shall be levied in any Fiscal Year on Rental Property or Affordable Units.
H. PREPAYNIENT OF SPECIAL TAX
The following definitions apply to this Section H:
"Outstanding Bonds" means all Previously Issued Bonds which remain outstanding, with the following
exception: if a Special Tax has been levied against, or already paid by, an Assessor's Parcel making a
prepayment, and a portion of such Special Tax will be used to pay a portion of the next principal payment
on the Bonds that remain outstanding (as determined by the Administrator), that next principal payment
shall be subtracted from the total Bond principal that remains outstanding,and the difference shall be used
as the amount of Outstanding Bonds for proposes of this prepayment formula.
"Previously Issued Bonds" means all Bonds that have been issued on behalf of the CFD prior to the date
of prepayment.
"Public Facilities Requirements" means either $24.000,000 in 2004 dollars, which shall increase on
January 1, 2005. and on each January I thereafter by the percentage increase, if any, in the construction
cost index for the San Francisco region for the prior twelve (12) month period as published in the
Frlgineerina Newc Record or other comparable source if the Engineering News Record is discontinued or
otherwise not available, or such other number as shall be determined by the TDPUD to be an appropriate
estimate of the net construction proceeds that will be generated from all Bonds that have been or are
expected to be issued on behalf of CFD No. 2004-1. The Public Facilities Requirements shown above may
be adjusted or a separate Public Facilities Requirements identified each time property annexes into CFD
No. 04-1: at no time shall the added Public Facilities Requirement for that annexation area exceed the
amount of public improvement costs that are expected to be supportable by the Maximum Special Tax
revenues generated within that annexation area. In addition, the Public Facilities Requirement may be
adjusted if the total number of Units authoized to be constructed within the CFD is increased by the Town:
this adjustment to the Public Facilities Requirement shall not exceed the amount of public improvement
costs that are expected to be supportable by the Maximum Special Tax revenues generated by the
additional number of Units approved by the Town.
*'Remaining Facilities Costs" means the Public Facilities Requirements (as defined above), minus public
Facility costs funded by Outstanding Bonds(as defined above),developer equity,and/or any other source of
Funding.
The Special Tax obligation applicable to an Assessor's Parcel in the CFD may be prepaid and the obligation of the
Assessor's Parcel to pay the Special Tax permanently satisfied as described herein, provided that a prepayment may
be made only if there are no delinquent Special Taxes with respect to such Assessor's Parcel at the time of
prepayment. An owner of an Assessor's Parcel intending to prepay the Special Tax obligation shall provide the
TDPUD with written notice of intent to prepay. Within 30 days of receipt of such written notice, the TDPUD or its
designee shall notify such owner of the prepayment amount for such Assessor's Parcel. Prepayment must be made
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DOCSSFJ45753v7,'22925-0010
not less than 75 days prior to any redemption date for Bonds to be redeemed with the proceeds of such prepaid
Special Taxes. The Prepayment Amount shall be calculated as follows_ (capitalized terms as defined below):
Bond Redemption Amount
plus Remaining Facilities Amount
plus Redemption Premium
plus Defeasance Requirement
plus Administrative Fees and Expenses
less Reserve Fund Credit
equals Prepayment Amount
As of the proposed date of prepayment,the Prepayment Amount shall be determined by application of the following
steps:
Step 1. Compute the total Maximum Special Tax that could be collected from the Assessor's
Parcel prepaying the Special Tax in the Fiscal Year in which prepayment would be
received by the TDPUD or, in the event of a prepayment pursuant to Step 3.b in Section
D. compute the amount by which the Maximum Special Tax revenues would be reduced
by the Land Use/Entitlement Change and use the amount of this reduction as the figure
for purposes of this Step 1.
Step 2. Divide the Maximum Special Tax from Step 1 by the then-current Expected Maximum
Special "fax Revenues for the CFD.
Step 3. Multiply the quotient computed p usuant to Step 2 by the Outstanding Bonds to compute
the amount of Outstanding Bonds to be retired and prepaid (the "Bond Redemption
Amount").
Step 4. Compute the current Remaining Facilities Costs(if any).
Step 5. Multiply the quotient computed pursuant to Step 2 by the amount determined pursuant to
Step 4 to compute the amount of Remaining Facilities Costs to be prepaid (the
"Remaining Facilities Amount"),
Step 6. Multiply the Bond Redemption Amount computed pursuant to Step 3 by the applicable
redemption premium, if any, on the Outstanding Bonds to be redeemed (the
"Redemption Premium").
Step 7. Compute the amount needed to pay interest on the Bond Redemption Amount starting
with the first Bond interest payment date after which the prepayment has been received
until the earliest redemption date for the Outstanding Bonds, which, depending on the
Bond offering document, may be as early as the next interest payment date.
Step 8: Compute the amount of interest the TDPUD reasonably expects to derive from
reinvestment of the Bond Redemption Amount plus the Redemption Premium from the
first Bond interest payment date after which the prepayment has been received until the
redemption date for the Outstanding Bonds.
Step 9: Take the amount computed pursuant to Step 7 and Subtract the amount computed
pursuant to Step 8 (the "Defeasance Requirement').
Step 10. Determine the costs of computing the prepayment amount,the costs of redeeming Bonds,
and the costs of recording any notices to evidence the prepayment and the redemption
(the "Administrative Fees and Expenses'.
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DOCSSF/45753v7/22925-0010
Step IL If and to the extent so provided in the indenture pursuant to which the Outstanding Bonds
to be redeemed were issued. a reserve fund credit shall be calculated as a reduction in the
applicable reserve fund for the Outstanding Bonds to be redeemed pursuant to the
prepayment (the"Reserve Fund Credit").
Step 12. The Special Tax prepayment is equal to the sum of the amounts computed pursuant to
Steps 3, 5, 6, 9, and 10, less the amount computed pursuant to Step l I (the "Prepayment
Amount").
A partial prepayment may be made in an amount equal to any percentage of full prepayment desired by the party
making a partial prepayment. The Maximum Special Tax that can be levied on an Assessor's Parcel after a partial
prepayment is made is equal to the Maximum Special Tax that could have been levied prior to the prepayment,
reduced by the percentage of a fall prepayment that the partial prepayment represents,all as determined by or at the
direction of the Administrator.
1. INTERPRETATION OF SPECIAL TAX FORMULA
The TDPUD reserves the right to make minor administrative and technical changes to this document
that do not materially affect the rate and method of apportioning Special Taxes. In addition, the interpretation
and application of any section of this document shall be left to the TDPUD's discretion. Interpretations may
be made by the TDPUD by ordinance or resolution for purposes of clarifying any vagueness or ambiguity in
this Rate and Method of Apportionment of Special Tax.
A-12
DOCSSF/45753v7/22925-00 t0
ATTACHMENT
EXPECTED LAND USES AND
EXPECTED MAXIMUM SPECIAL TAX REVENUES
AT CFD FORMATION
Number of
Expected
Lots/Units/ Maximum Special Tax
Acres/ ( Per Unit/ Total Expected
Building Square Square Foot, Maximum Special
Expected Land Uses Feet FY 2004-05* Tax Revenues
i
TAX ZONE#1
i
SFD Lots Greater than 22,000 Square Feet ( 2 $3,300 per SFD Lot $6,600
1 SFD Lots, 20,001 to 22,000 Square Feet 4 $3,200 per SFD Lot $12,800
SFD Lots, 18,001 to 20,000 Square Feet 12 $3,100 per SFD Lot $17,200
SFD Lots, 16,001 to 18,000 Square Feet 32 $3,000 per SFD Lot $96,000
SFD Lots, 14.001 to 16,000 Square Feet 46 $2,900 per SFD Lot $133,400
SFD Lots, 12,001 to 14,000 Square Feet 5 $2,800 per SFD Lot $14,000
SFD Lots, 8,000 to 12,000 Square Feet 0 $2,700 per SFD Lot $0
SFD Lots Less than 8.000 Square Feet 61 $1.800 per SFD Lot $109.800
TAX ZONE#2
SFD Lots Greater than 22,000 Square Feet 10 $4,125 per SFD Lot $41,250
SFD Lots, 20,001 to 22,000 Square Feet 7 $4,000 per SFD Lot $28,000
SFD Lots, 18,001 to 20,000 Square Feet 19 $3,875 per SFD Lot $73,625
SFD Lots, 16,001 to 18.000 Square Feet 100 $3,750 per SFD Lot $375,000
SFD Lots, 14,001 to 16,000 Square Feet 118 $3,625 per SFD Lot $427,750
SFD Lots, 12,001 to 14,000 Square Feet 43 $3,500 per SFD Lot $150,500
SFD Lots, 8,000 to 12,000 Square Feet 10 $3,375 per SFD Lot $33,750
SFD Lots Less than 8,000 Square Feet 0 $I,800 per SFD Lot $0
Single Family Attached Units 107 $1,800 per Unit $192,600
Loft Units 21 $1,200 per Unit $25,200
Non-Residential Building Square Footage 40,700 $2.50 per square foot $101,750
N/A
Golf Course N/A 5200,000
Total Expected Maximum Special Tax Revenues $2,059,225
*Figures are shown in fiscal year M04-05 dollars and will escalate two percent(2%)per year thereafter.
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DOCSSF/457530/22925-0010
ATTACHMENT
TRUCKLE DONNFR PUBLIC UTILITY DISTRICT
COMMUNITY FACILITIES DISTRICT NO.04-1
(CRAY'S CROSSING)
IDENTIFICATION OF TAX ZONES
A-14
DOCSSF/457530/22925-0010
IDENTIFICATION OF TAX ZONES FOR
PROPOSED COMMUNITY FACILITIES DISTRICT NO,04-2
(GRAY'S CROSSING)
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
COUNTY OF NEVADA
° STATE OF CALIFORNIA
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APPENDIX B
COMPLETE APPRAISAL
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DOCSSF/45753v7/22925-0010
APPENDIX C
GENERAL. INFORMATION CONCERNING THE TOWN OF TRUCKEE
This appendix sets forth general information about the Torn of Truckee (`Truckee') including
information xith respect to its finances. The folloxing information concerning Truckee, the County of Nevada
(the "County) and the State of California (the "State) is included only for general background purposes. It
is not intended to suggest that the Bonds are parableJirorn any source other than the Net Taxes and amounts in
certain funds and accounts created by the Indenture.
Population
The January 2004 population for the Truckee community was estimated to be 15,000. Truckee has
experienced steady growth over the past decade. Population has increased by 163.3%since 1980, compared to
a 52.7% increase for the State of California (the "State") for the same time period. A summary of Truckee's,
the County's and the State's population growth is shown below.
CITY OF TRUCKEE AND NEVADA COUNTY POPULATION
FROM 1980 TO 2004
Town of Truckee Nevada County State of California
Annualized Annualized Annualized
Percent Percent Percent
Change Change Change
Year Number Over Interval Number Over Interval Number Over Interval
1980.................-..... 5,696 -- 51,645 -- 23,668,145 -
1990..................--.... 9,985 75.3% 78,510 52.0% 29,760,021 25.7%
1995.......................... 11,318 11.8 85,933 9.5 31,711,000 6.6
1996.......-................. 11,451 1.2 86,823 1.0 31,96-1,000 0.8
1997.....................-- 11,880 3.6 87,744 1.1 32,452,000 1.5
1998......................... 12,197 2.6 88,790 1.2 32,862,000 1.3
1999..................... 12,452 2.0 89,644 1.0 33,417,000 1.7
2000............_-......... 13,914 10.5 92,278 2.9 34,088,000 2.0
2001...... 14,296 2.7 94,030 1.9 34,758,000 2.0
2002.......................... 14,746 3.1 95,286 1.3 35,037,000 0Q8
2003---.................... 14,850 1.0 95,700 0.7 35,591,000 1.7
2004.......................... 15,000 1.o 96.100 0.4 36,144,000 1.5
Source: 1980 and 1990 figures from U.S. Census. Other figures from the California State Department of Finance.
Employment
The District is part of the Nevada County Labor Market reported on periodically by the State
Department of Employment Development. As of December 2003, this labor market had a total civilian
employment of 47,900.
Services account for approximately 38% of all wage and salary workers in the Nevada County Labor
Market. The next largest major categories of wage and salary employment are retail trade, government,
construction and manufacturing.
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COUNTY OF NEVADA
Labor Force,Employment and Unemployment
Annual Averages from 1999 through 2003
Unemployment
Year Area Labor Force Employment Unemployment Rate
1999 - -- -
Nevada 43,860 42,080 1,780 4.1
California 16.596,500 15,731,700 864,800 5.2
United States 139,368.000 133,488.000 5,880,000 4.2
2000
Nevada 45,500 43,850 L650 3.6
California 11,090,800 16,245,600 845,200 4.9
United States 140,863,000 135,208 5,655,000 4.0
2001
Nevada 46,270 44,570 1,700 3A
California 17,362,300 16,435,200 927,100 5.3
United States 141,815.000 135,073,000 6,742,000 4.8
2002
Nevada 48,500 46300 2,200 4.5
California 17.404,600 16,241,800 1,162,800 6.7
United States 144,863,000 136,485,000 8,378,000 5.8
2003
Nevada 47,900 45,600 2,300 47
California 17460,000 16,282,700 1,177.300 6.7
United States 146,510,000 137,736,000 8,774,000 6.0
Source: California State Employment Development Department
The following is a summary of average employment by industry in Nevada County during 1999
through 2003. This does not include self-employed persons, volunteer workers, unpaid family workers,
farmers,private household workers,or persons involved in labor-management disputes.
ENIPLOY IENT BY INDUSTRY IN NEVADA COUNTY...
1999 2000 2001 2002 2003
Wage and Salary Employncuf2l:
Agriculture................................................. 150 90 80 too 100
Construction--..............................--......... 2,370 2,710 1880 3,300 3,100
Manufacturing..........................--............... 2,560 2,540 2.430 1,800 1,800
Transportation,Utilities.................--......... 600 580 650 500 400
Wholesale Trade..................................... .... 670 690 610 500 500
Retail Trade................................................. 6,120 6,260 6,310 4,300 4,200
Finance,Insurance,Real Estate................... 1,310 1,410 1,500 2.200 2,100
Services....._...................-..............._.......... 7,810 8,350 8,670 11,000 11,000
Government,Federal............................._..- 460 480 430 400 400
Government,State and Local...................... 4,000 4,850 5,090 5,400 5,300
Total....................................................._. 26,660 27,970 28.720 29,500 28,900
(0 Columns may not add to totals due to independent rounding.
`2'Based on place of work.
Source: State Department of Employment Development.
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DOCSSF/45753v7/22925-0010
Commercial Activity
The following table indicates the history of taxable transactions for the County for the years 1998
through 2002.
COUNTY OE NEVADA
TAXABLE TRANSACTIONS
(in thousands of dollars)
1998 1299 2000 2001 2002
Retail Stores:
Apparel Stores S 17.196 $ 19,942 S 20,939 S 20,869 S 20,990
General Merchandise Stores 65,220 68,793 72.125 75,121 75,033
Specialty Stores 60,804 75.490 85,948 89,031 90,588
Food Stores 70,354 79,612 81,008 94,709 95,595
Eating/Diinking Places 68,150 72,807 78,551 79,410 81,936
Home Furnishings&
Appliances 23,364 28.528 33,806 36,098 35,210
Building Materials&Farm
Implements 80,862 104,676 111,261 118,540 119,878
Auto Dealers&Auto Supplies 120,998 131,584 145,656 153,820 154,060
All Other Retail Stores Group 29.093 32 435 32 910 29 707 27,729
Retail Store Total S 536.041 S 618.867 S 662,224 $ 697,305 S 701,019
Business and Personal Services 37,320 43.312 49,776 49,508 54,620
All Other Outlets 204.778 2 99.589 285.050 273,10 283,978
Total All Outlets $ 778,139 $ 911,768 $ 997,050 $1,019,922 $1,039,617
Number ofpennits 4,088 3,919 3,931 3,935 4,087
Source: State Board of Equalization.
Largest Employers
[TO BE UPDATED]
The following is a list of the largest employers for the Town of Truckee.
Largest Employers
Name of Company Product(s)
Boreal Ski and Snowboard Recreation Services
Booth Creek Resorts Recreation Services
Sierra West Bancorp Financial Holding Corporate Offices
Tahoe Donner Association Recreation Services
Tahoe Forest Hospital Hospitals
Source: Sierra Economic Development District"Nevada County Economic& Social Indicator Review 2002".
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DOCSSF/45753v7/22925-0010
S
3
Income
The following table, based on data reported in the annual publication "Survey of Buying Power"
published by Sales and Marketing Management, summarizes the total I,BI and the median household EBI for
the County, the State and the nation for the years 1998 through 2002.
TOTAL EFFECTIVE BUYING INCOME
(in Thousands)
Year County of Nevada State of California United States
1998 $1,52Q,772 $551,999,317 54,621,491,730
1999 1.612.432 590,376.663 4,877,786,658
2000 1,823,279 651190.282 5.230.824.904
2001 1.823,619 650,521A07 5,303AM.498
2002 1,986,273 647,879,427 5.340,682,818
SOmce: "Survey of Buying Power," Sales&Marketing Management.
The following table compares the median household effective buying income for the County,the State
and the nation.
MEDIAN HOUSEHOLD EFFECTIVE BUYING INCOME
Year County of Ncvada State of California United States
1998 $35,433 $37,091 $35,377
1999 37.275 39,492 37,233
2000 41,696 44,464 39,129
2001 40.849 43,532 38,365
2002 41,790 41484 38,035
Source: 'Survey of Buying Power," Sales&Marketing Management.
Transportation
Truckee is served directly by Interstate 80, the major northerly highway between San Francisco and
New York City. This freeway connects Truckee with Sacramento and San Francisco to the West and Reno,
Nevada to the east. State Route 89 heads north to the Feather River Canyon and south to Lake Tahoe.
Greyhound provides interstate bus service from Truckee. The Tahoe Area Regional Transit("TART")
is a locally financed bus service which connects all of the resorts on the north and west shores of Lake Tahoe.
TART also provides service to the major ski areas including Squaw Valley and Alpine Meadows.
The Union Pacific Railroad main line passes through Truckee, connecting the area with San Francisco
to the west and all points east. Airport facilities are available at Truckee and Reno. The Reno airport is served
by most major carriers with flight to virtually everywhere in the nation and several international destinations.
Educational Facilities
There are five elementary schools, three of which encompass grades K-3, one K-5 and one 4-5, one
middle school for grades 4-6 and one intermediate school for grades 6-8, two high schools, and one
continuation high school within the Tahoe Truckee Unified School District.
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DOCSSF/45753v7/22925-0010
Construction
below. Housing unit and building permit data for the Truckee for the years 1999 through 2003 is summarized
TOWN OF TRUCKEE
BUILDING PERMIT VALUATION
(as of December 31)
Industry 1999 2000 2001 2002 2003
Valuation (in thousands of dollars):
New Residential
Single $47,532 $48,515 $ 30,858 $38,158 $42,210
Multiple 2 580 8.265 2.793 16 195 22.244
Total New Residential $50.113 $ 56,780 $33,651 $54,353 $64,454
Number of New Housing Units:
Single 321 280 157 173 177
Multiple 31 92 30 144 122
Total Units 352 372 187 317 299
Source: Economic Sciences Corporation.
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DOCSSF/45753v7/22925
.............
APPENDIX D
SUMMARY OF INDENTURE
Certain provisions of the Trust Indenture (the 'Indenture) that have not been prei iously discussed in
this Official Statement are summarized below. These summaries do not purport to he complete or definitive
and are qualified in their entirety by reference to the,fidl terms of the Indenture. Purchasers of the Bonds are
referred to the complete text of the Indenture, copies of which are available upon written request from the
District.
D-1
DOCSSF/457530/22925-00]0
APPENDIX E
CONTINUING DISCLOSURE AGREEMENT OF THE DISTRICT
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DOCSSF/457530/22925-0010
i
2
3t
{
}
{
APPENDIX F
CONTINI;ING DISCLOSURE AGREEMENT OF DEVELOPER
F-1
DOCSSF/457530122925-0010
APPENDIX G
FORM OF OPINION OF BOND COUNSEL
[Delivery Date]
Board of Directors
Truckee Donner Public Utility District
Truckee, California
Re: $ Truckee Donner Public Utility District Community Facilities District No. 04-1
(Gray's Crossing) Special Tax Bonds, Series 2004
Dear Members of the Board of Directors:
We have examined the Constitution and laws of the State of California, a certified record of the
proceedings of the Truckee Donner Public Utility District (the "PUD") taken in connection with the formation
of Truckee Donner Public Utility District Community Facilities District No. 04-1 (Gray's Crossing) (the
"District")and the authorization and issuance of the District's Special Tax Bonds, Series 2004 in the aggregate
principal amount of$ (the "Bonds") and such other information and documents as we consider
necessary to render this opinion. In rendering this opinion, we have relied upon certain representations of fact
and certifications made by the District, the PUD,the Developer,the initial purchasers of the Bonds and others.
We have not undertaken to verify through independent investigation the accuracy of the representations and
certifications relied upon by us.
The Bonds have been issued pursuant to the Mello-Roos Community Facilities Act of 1982, as
amended, being Sections 533I1 et seq, of the Government Code of the State of California), Resolution
No. adopted by the Board of Directors of the PUD, acting in its capacity as the legislative body of the
District, on and a Trust Indenture, dated as of September 1, 2004 (the "Indenture"), by and
between the District and BNY Western Trust Company, as trustee. All capitalized terns not defined herein
shall have the meanings set forth in the Indenture.
The Bonds are dated their date of delivery and manure on the dates and in the amounts set forth in the
Indenture. The Bonds bear interest payable semiannually on each March 1 and September 1, commencing on
March 1, 2005, at the rates per annum set forth in the Indenture. The Bonds are registered Bonds in the form
set forth in the Indenture, redeemable in the amounts, at the times and in the manner provided in the Indenture.
Based upon our examination of the foregoing and in reliance thereon and on all matters of fact as we
deem relevant under the circumstances, and upon consideration of applicable laws, we are of the opinion that:
(1) The Bonds have been duly and validly authorized by the District and are legal, valid
and binding limited obligations of the District, enforceable in accordance with their terms and the
terms of the Indenture, except as the same may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or other similar laws affecting generally the
enforcement of creditors' rights or by the exercise of judicial discretion in accordance with general
principles of equity or otherwise in appropriate cases and by limitations on remedies against public
agencies in the State of California. The Bonds are limited obligations of the District but are not a debt
of the PUD, the County of Nevada, the State of California or any other political subdivision thereof
within the meaning of any constitutional or statutory limitation; and, except for the Net Taxes,neither
the faith and credit nor the taxing power of the District, the PUD, the County of Nevada, the State of
California,or any other political subdivision is pledged for the payment thereof.
G-1
DOCSSF/45753v7722 92 5-00 1 0 #
(2) The Indenture has been duly executed and delivered by the District. The Indenture
creates a valid pledge of, and the Bonds are secured by, the Net Taxes and the amounts on deposit in
certain funds and accounts established under the Indenture, as and to the extent provided in the
Indenture, except as the same 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 in accordance with
general principles of equity or otherwise in appropriate cases and by limitations on remedies against
public agencies in the State of California; provided, however, we express no opinion as to the
enforceability of the covenant of the District contained in the Indenture to levy Special Taxes for the
payment of Administrative Expenses or as to indemnification, penalty, contribution, choice of law,
choice of forum or waiver provisions contained therein.
(3) Under existing statutes, regulations, rulings and judicial decisions, interest (and
original issue discount) on the Bonds is excluded from gross income for federal income tax purposes
and is not an item of tax preference for purposes of calculating the federal alternative minimum tax
imposed on individuals and corporations; however, it should be noted that, with respect to
corporations, such interest (and original issue discount) may be included as an adjustment in the
calculation of alternative minimum taxable income, which may affect the alternative minimum tax
liability of corporations.
(4) Interest on the Bonds is exempt from State of California personal income tax.
(5) The difference between the issue price of a Bond (the first price at which a
substantial amount of the Bonds of a maturity are to be sold to the public) and the stated redemption
price at maturity with respect to such Bond constitutes original issue discount. Original issue discount
accrues under a constant yield method, and original issue discount will accrue to a Bondowner before
receipt of cash attributable to such excludable income. The amount of original issue discount deemed
received by a Bondowner will increase the Bondowner's basis in the applicable Bond. Original issue
discount that accrues to the Bondowner is excluded from the gross income of such owner for federal
income tax purposes, is not an item of tax preference for purposes of the federal alternative minimum
tax imposed on individuals and corporations (as described in paragiaph (3) above), and is exempt
from State of California personal income tax.
(6) The amount by which a Bondowner's original basis for determining loss on sale or
exchange in the applicable Bond (generally the purchase price) exceeds the amount payable on
maturity (or on an earlier call date) constitutes amortizable Bond premium which must be amortized
under Section 171 of the Code; such amortizable Bond premium reduces the Bondowner's basis in the
applicable Bond (and the amount of tax-exempt interest received), and is not deductible for federal
income tax purposes. The basis reduction as a result of the amortization of Bond premium may result
in a Bondowner realizing a taxable gain when a Bond is sold by the owner for an amount equal to or
less (under certain circumstances)than the original cost of the Bond to the owner.
The opinion expressed in paragraphs (3) and (5) above as to the exclusion from gross income for
federal income tax purposes of interest and original issue discount on the Bonds is subject to the condition that
the District and the PUD comply with all requirements of the Internal Revenue Code of 1986,as amended (the
"Code"),that must be satisfied subsequent to the issuance of the Bonds to assure that interest and original issue
discount will not become includable in gross income for federal income tax purposes. Failure to comply with
such requirements of the Code might cause interest and original issue discount on the Bonds to be included in
gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The District and
the PUD have covenanted to comply with all such requirements. Except as forth in paragraphs (3), (4), (5)and
(6)above,we express no opinion as to any tax consequences related to the Bonds.
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DOCSSF/457530/22925-0010
The opinions expressed herein are based upon an analysis of existing statutes,regulations, rulings and
judicial decisions and cover certain matters not directly addressed by such authorities.
We call attention to the fact that the foregoing opinions may be affected by actions taken (or not
taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to
inform any person, whether such actions or events are taken (or not taken) or do occur (or do not occur). The
Indenture and the Tax Certificate executed by the District with respect to the Bonds as of the date hereof
permit certain actions to be taken or omitted if a favorable opinion of Bond Counsel is provided with respect
thereto. We express no opinion as to the exclusion from gross income of interest and original issue discount
on the Bonds for federal income tax purposes on and after the date on which any such action is taken or
omitted upon the advice or approval of counsel other than Stradling Yocca Carlson & Rauth, a Professional
Corporation.
We express no opinion herein as to the accuracy, completeness or sufficiency of the Official
Statement relating to the Bonds or other offering material relating to the Bonds, and purchasers of the Bonds
should not assume that we have reviewed the Official Statement.
Respectfully submitted,
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DOCSSF/45753v7/22925-0010