HomeMy WebLinkAbout4 Old Greenwood Agenda ItemVA
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Memo
To: Board of Directors
From: Stephen Hollabaugh
Date: November 14, 2003
Subject: Truckee Donner Public Utility District
Community Facilities District No. 03-1 (Old Greenwood)
Why this matter is before the Board:
We have been systematically moving toward formation of Community Facilities Districts (CFD) for the
Old Greenwood and Gray's Crossing developments. We are now at the point in the process where we
need the Board to adopt a Resolution which authorizes legal and financing documents in connection
with the sale and issuance of Bonds and the acquisition and construction of the facilities for CFD 03-1
(Old Greenwood).
History:
East West Partners asked the District to consider forming a Community Facilities District to help
finance infrastructure at Old Greenwood and Grays Crossing developments. The board approved a
CFD Study Funding and Reimbursement Agreement with East West Partners.
On April 16, 2003, the Board accepted a proposal from Fieldman, Rolapp & Associates to conduct a
review of forming a Community Facilities District (Phase 1). On August 6, 2003, the Board continued
to retain Fieldman, Rolapp & Associates with Phase 2 to prepare the initial financial structuring of a
CFD and the commencement of formal proceedings and with Phase 3 to prepare for the pre- and
post- bond sale activities that would result in the issuance of municipal debt.
Also on August 6, 2003 the Board authorized the Resolution of Intention to Establish Truckee Donner
Public Utility District Community Facilities District No. 03-1 (Old Greenwood) and to Authorize the
Levy of a Special Tax Within Said Community Facilities District.
On October 14, 2003, the Board passed various documents forming the Community Facilities District
No. 03-1 (Old Greenwood). Resolutions passed were: Agreement with the Town of Truckee,
Acquisition and Disclosure Agreement, the Levy of a Special Tax and Establishing an Appropriations
Limit, Incur Bonded Indebtedness, Calling a Special Election and Declaring the Results of a Special
Election. Ordinance passed was: the Levy of a Special Tax Within the Community Facilities District.
New information:
We now have a series of items that are part of the legal and financing documents for Community
Facilities District 03-1 (Old Greenwood). John Murphy of Stradling Yocca Carlson & Rauth prepared
the Indenture and the Preliminary Official Statement. Dan Gangwish of UBS Financial Services
prepared the Bond Purchase Agreement and the Continuing Disclosure Agreement. The documents
have been prepared by experts in the field. They have been used in the formation of other CFDs
throughout the state, and have stood the test of time. The documents are attached for your review.
x
Recommendation:
Consideration of a Resolution of the Board of Directors of the Truckee Donner Public Utility District
authorizing the sale and issuance of special tax bonds and approving documents relating thereto:
1. The Trust Indenture dated as of December 1, 2003 between BNY Western Trust Company
of California and the Community Facilities District.
2. The Continuing Disclosure Agreement dated as of December 1, 2003 between
MuniFinancial and the Community Facilities District.
3. The Preliminary Official Statement relating to the Bonds.
4. The Bond Purchase Agreement between the Community Facilities District and UBS
Financial Services Inc.
RESOLUTION NO.
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
TRUCKEE DONNER PUBLIC UTILITY DISTRICT, ACTING
AS THE LEGISLATIVE BODY OF TRUCKEE DONNER
PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES
DISTRICT NO. 03-1 (OLD GREENWOOD), AUTHORIZING
THE SALE AND ISSUANCE OF SPECIAL TAX BONDS OF
SAID COMMUNITY FACILITIES DISTRICT, APPROVING
DOCUMENTS RELATING THERETO AND AUTHORIZING
AND DIRECTING CERTAIN RELATED ACTIONS
WHEREAS, the Board of Directors (hereinafter sometimes referred to as the "legislative
body of the Community Facilities District' or the "Board"), of the Truckee Donner Public Utility
District has heretofore undertaken proceedings and declared the necessity to issue bonds on behalf of
Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood) (the
"Community Facilities District")pursuant to the terms and provisions of the Mello-Roos Community
Facilities Act of 1982, as amended,being Chapter 2.5, Part 1, Division 2, Title 5, of the Government
Code of the State of California(the"Act'); and
WHEREAS, based upon a resolution adopted by the legislative body of the Community
Facilities District on October 14, 2003 and an election held on October 14, 2003 authorizing the
issuance of bonds by the Community Facilities District, the Community Facilities District is now
authorized to issue bonds in one or more series, pursuant to the Act, in an aggregate principal amount
not to exceed$15,000,000; and
WHEREAS, the legislative body of the Community Facilities District intends to accomplish
the financing of the purchasing, constructing, expanding, improving or rehabilitating certain public
improvements and appurtenances and appurtenant work in connection with the foregoing (the
"Facilities") through the issuance of bonds designated as the "Truckee Donner Public Utility District
Community Facilities District No. 03-1 (Old Greenwood) Special Tax Bonds" (the`Bonds"); and
WHEREAS, the Community Facilities District has determined all requirements of the Act
for the issuance of the Bonds have been satisfied; and
WHEREAS, in connection with the authorization, sale and issuance of the Bonds and the
acquisition and construction of the facilities, forms of the following documents have been presented
to this Board for approval:
1. the Trust Indenture, dated as of December 1, 2003, by and between BNY Wester
Trust Company of California, as trustee (the "Trustee"), and the Community Facilities District (the
"Indenture");
2. the Continuing Disclosure Agreement, dated as of December 1, 2003 by and between
MuniFinancial, as dissemination agent (the "Dissemination Agent'), and the Community Facilities
District(the "Continuing Disclosure Agreement");
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DOCSOCV 1001066vS22925.0009
3. the Preliminary Official Statement relating to the Bonds (the "Preliminary Official
Statement"); and
4. the Bond Purchase Agreement relating to the Bonds (the "Bond Purchase
Agreement')by and between the Community Facilities District and UBS Financial Services Inc. (the
"Underwriter");
NOW,THEREFORE, THE BOARD OF DIRECTORS OF THE TRUCKEE DONNER
PUBLIC UTILITY DISTRICT, ACTING AS THE LEGISLATIVE BODY OF TRUCKEE
DONNER PUBLIC UTILITY DISTRICT COMMUNITY FACILITIES DISTRICT NO. 03-1
(OLD GREENWOOD), DOES HEREBY RESOLVE, DETERMINE, AND ORDER AS
FOLLOWS:
Section 1. The above recitals, and each of them, are true and correct.
Section 2. The proposed forms of the Indenture and the Continuing Disclosure
Agreement are hereby approved; and the President of the Board of Directors (the "President") and
the District Clerk(the"Clerk") are hereby authorized and directed for and in the name and on behalf
of the Community Facilities District to execute, acknowledge and deliver to the respective other
parties, the Indenture and the Continuing Disclosure Agreement in substantially said forms, with
such additions thereto, completions thereof and/or changes therein as the officers executing the same
may approve as necessary or desirable (consistent with the provisions of this Resolution and with
form of the Bond Purchase Agreement approved pursuant hereto), such approval to be conclusively
evidenced by the execution and delivery thereof.
Section 3. The issuance of the Bonds pursuant to the Indenture in an aggregate principal
amount (not in excess of $15,000,000) approved by the General Manager of the Truckee Donner
Public Utility District (the "General Manager") as being necessary to fund the various funds and
accounts created by the Indenture in the amounts specified in the Preliminary Official Statement (or
as determined by the General Manager), and to pay the costs of issuing the Bonds and the other costs
described in the Preliminary Official Statement, is hereby authorized. The Bonds shall mature on the
dates and in the amounts, and bear interest at the rates, set forth in the Bond Purchase Agreement to
be executed on behalf of the Community Facilities District in accordance with Section 8 hereof. The
sum of(i)the aggregate principal amount of the Bonds so authorized plus (ii)the principal amount of
all other bonds outstanding that are secured by a special tax levied pursuant to the Act on property
within the Community Facilities District or a special assessment levied on such property (as shown in
the report of California Municipal Statistics,Inc. which appears as Table 2 in the Preliminary Official
Statement) does not exceed one-third of the value of the property within the Community Facilities
District that will be subject to the Special Tax, as such value is estimated in an appraisal prepared for
the Community Facilities District by Christopher T. Donaldson, MAI, CCIM, of Brown, Chudleigh,
Schuler, Donaldson and Associates (a copy of which is set forth in Appendix B to the Preliminary
Official Statement).
Section 4. In connection with the issuance of the Bonds, the President and the Clerk are
hereby authorized and directed for and in the name and on behalf of the Community Facilities
District to execute, acknowledge and deliver to the respective other parties such additional
agreements, as the officers executing the same may approve (including, but not limited to an
Investment Agreement, as defined in the Indenture) as necessary or desirable to provide reductions in
the yields of Bonds or additional debt service relief or cash flow savings or increased payments to the
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DOCSOCA 1001066v5\22925.0009
Community Facilities District, such approval to be conclusively evidenced by the execution and
delivery thereof.
Section 5. The form of the Bonds, as set forth in the form of the Indenture (as the
Indenture may be modified pursuant to Section 2 hereof), is hereby approved; and the President and
the Clerk are hereby authorized and directed to execute them by manual or facsimile signature in the
name and on behalf of the Community Facilities District.
Section 6. The proposed form of the Preliminary Official Statement is hereby approved
with such changes thereto as may be approved by the General Manager in order to make such
Preliminary Official Statement final as of its date, except for the omission of certain information, as
permitted by Section 240.15c2-12(b)(1) of Title 17 of the Code of Federal Regulations (the "Rule");
and the distribution of the Preliminary Official Statement in connection with the sale of the Bonds,
with such changes included, is hereby authorized. The General Manager is authorized and directed
to execute and deliver a certificate relating to compliance with the Rule. The President and the
General Manager are each authorized and directed,jointly and severally, to execute and deliver to
the Underwriters a final Official Statement in substantially the form of the Preliminary Official
Statement hereby approved with such changes as may be approved by the officer executing said
document as necessary or desirable, such approval to be conclusively evidenced by the execution and
delivery thereof.
Section 7. In accordance with the provisions of Section 53360.4, the Board hereby finds
and determines that a negotiated sale of the Bonds to the Underwriters in accordance with the terms
of the Bond Purchase Agreement will result in a lower overall cost to the Community Facilities
District than a sale conducted pursuant to Section 53360 of the Act.
Section 8. The proposed form of the Bond Purchase Agreement and the sale of the
Bonds pursuant thereto are hereby approved, provided that (a) the aggregate purchase price of the
Bonds (exclusive of any original issue discount) shall not be less than ninety-eight and sixty
hundredths percent(98.60%) of the original aggregate principal amount of the Bonds, (b)the average
annual rate of interest on the Bonds shall not exceed seven percent(7%), (c) the final maturity of the
Bonds shall be not later than September 1, 2033 and (d) the maturity dates and purchase price of and
interest rates applicable to the Bonds shall have been approved by a pricing committee consisting of
the General Manager, the Assistant General Manager, and the Administrative Services Manager with
the advice of Fieldman, Rolapp & Associates; and, subject to such approval, the President and the
Clerk are hereby authorized and directed to evidence the Community Facilities District's acceptance
of the offer made by said Bond Purchase Agreement by executing and delivering to the Underwriters
said Bond Purchase Agreement in said form with such changes therein as the officers executing the
same may approve as necessary or desirable, such approval to be conclusively evidenced by the
execution and delivery thereof.
Section 9. In the event the General Manager is unavailable to execute and deliver any of
the documents that the President is authorized and directed to execute and deliver pursuant to the
terms of this Resolution,then any other member of this Board is hereby authorized and directed to do
SO.
Section 10. The President and the General Manager and other officers of the Truckee
Donner Public Utility District are hereby authorized and directed, jointly and severally, to execute
and sign any and all approvals, certificates, statements, requests, requisitions and orders of the
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DOCSOC�100 1 066v5,22925.0009
Community Facilities District in connection with the issuance of the Bonds; and any action
specifically authorized or directed by this Resolution to be undertaken by any of such officers may be
undertaken by either of the others with the same force and effect as if it had been undertaken by the
officer specifically authorized or directed to do so.
Section It. If any section, paragraph or provision of this Resolution shall be held to be
invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph
or provision shall not affect any remaining provisions of this Resolution.
Section 12. This Resolution shall take effect from and after its adoption.
ADOPTED and APPROVED by the Board of Directors of the Truckee Donner Public
Utility District on this 191h day of November,2003 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
By:
President of the Board of Directors
ATTEST:
District Clerk
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DOCSOCl0001066v5122923.0009
.........
Agenda Item #
o ,o PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 2093
o , NEW ISSUE-BOOK-ENTRY-ONLY NO RATING
y
In the opinion of Stradling Yocca Carlson & Routh, a professional Corporation, Newport Beach, California ("Bond Counsel'),
under existing statutes, regulations, rulings and judicial decisions,and assuming certain representations and compliance with certain
>; u, covenants and requirements described herein, interest (and on final issue discount) on the Bonds is excluded from gross income for
federaLincometax >urposes arzd is not an item oftaxprejerenceorpurposes ofcalculating the federa[alternahve minimum tax imposed Lndividuals ana eorporunons. In the finther o inion of Bond Counsel,merest(and original issue discount)on the Bonds is exeep!
a o from State t ,Califarnra personal tncome tac and the diJJerence between the issue price ofa Band(the first price at which a substantial E amontaof thhe Bonds of a maturity o to be sold to the public)and the sFated redemplion price at maluruy with respect to the Bond
Tconstuules miginaL issue discount. See "TAX MATTER)"'herein with respect to tax consequences relating to the Bonds
$
a o a
o TRUCKEE DONNER PUBLIC UTILITY DISTRICT
COMMUNITY FACILITIES DISTRICT NO.03-1 (OLD GREENWOOD)
0 ,2 2 SPECIAL TAX BONDS
T O .-
,o Dated:Date of Delivery Due: September 1,as shown on the inside page
`o -
The Truckee Donner Public Utility District Community Facilities District No.03-1 (Old Greenwood)Special Tax Bonds(the
° o to `Bonds")are being issued and delivered to finance various public improvements needed to develop property located within Community
o � Facilities District No. 03-1 (Old Greenwood)(the"District"). The District has been formed by Truckee Donner Public Utility District
oo ("TDPUD")and is located in the Town of Truckee(the"Town'),County of Nevada,California.
oai 2 The Bonds are authorized to be issued pursuant to the Meilo-Roos Community Facilities Act of 1982, as amended
.� (Sections 53311 et sue,of the Government Code of the State of California),and pursuant to a Trust Indenture,dated as of December 1,
n w 2003(the"Indenture"),by and between the District and BNY Western Trust Company,as trustee(the"Trustee"), The Bonds are special
obligations of the District and are payable solely from revenues derived from certain amoral Special Taxes (as defined herein)to be
levied on and collected from the owners of the taxable land within the District and from certain other funds pledged under the Indenture,
0 o all as further described herein. The Special Taxes are to be levied according to the rate and method of apportionment approved by the
m o Board of Directors of TDPUD and the qualified electors within the District. See"SOURCES OF PAYMENT FOR THE BONDS-
U ' Special Taxes." The Board of Directors of TDPUD is the legislative body of the District
EThe Bonds are issuable in fully registered form and when issued will be registered in the name of Cede&Co.,as nominee of
Z� o The Depository Trust Company,New York,New York("DTC"). Individual purchases may be made in principal amounts of$5,000 and
"r� o integral multiples thereof and will be in book-entry form only. Purchasers of Bonds will not receive certificates representing their
.F, a beneficial ownership of the Bonds but will receive credit balances on the books of their respective nominees. The Bonds will not be
5 a transferable or exchangeable except for transfer to another nominee of DTC or as otherwise described herein. Interest on the Bonds will
`Z be payable on March 1,2004 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
beneficial owners of the Bonds. See"THE BONDS-Description of the Bonds"and"-Book-Entry-Only System"herein.
o _ �
4 v Neither the faith and credit nor the taxing power of TDPUD, the County of Nevada, the State of California a'any political
a c. 7 subdivision thereof is pledged to the payment of the Bonds. Except for the Special Taxes, no other taxes are pledged to llue payment of
E �, the Bonds The Bonds are special tax obligations of the District payable sole! p(as defined herein)and other amounts held under the Indenture as more fitly desenrti'bed herein,
jYom certain anxuaL S ecial Taxes
o m b
o The Bonds are subject to optional redemption,special mandatory redemption and mandatory sinking find redemption prior to
maturity as Set forth herein- See"THE BONDS-Redemption'herein.
v c
CERTAIN EVENTS COULD AFFECT THE ABILITY OF THE DISTRICT TO PAY THE PRINCIPAL OF AND
� 55
INTEREST ON THE BONDS WHEN DUE. THE PURCHASE OF THE BONDS INVOLVES SIGNIFICANT RISKS, AND
.0 ° THE BONDS ARE NOT SUITABLE INVESTMENTS FOR ALL INVESTORS. SEE THE SECTION OF THIS OFFICIAL
STATEMENT ENTITLED "SPECIAL RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT
cp w SHOULD BE CONSIDERED, IN ADDITION TO THE OTHER MATTERS SET FORTH HEREIN, IN EVALUATING THE
E INVESTMENT QUALITY OF THE BONDS.
v s
9 n This cover page contains certain information for general reference only. It is not intended to be a summary of the security or
.e 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.
bo3
E c — -
`o � G
c 5 MATURITY SCHEDULE
^+; o (See Inside Cover Page)
3 >
G > .
.o The Bonds are offered when, as and if issued and accepted by the Underwriter, subject to approval as to their legality by
E r e Stradling Yocca Carlson & Rauth, a Professional Corporation, Bond Counsel, and subject to eermin other conditions. Certain legal
2 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 & Marais LLP, Sacramento, California, and for the Underwriter by its counsel Nossaman,
Guthner,Knox&Elliot LLP,Irvine,California. It is anticipated that the Bonds in book-entry form will be available for delivery to DTC
vs y in New York,New York,on or about December 2003.
UBS FINANCIAL SERVICES
c O `�` Dated: December ,2003
E o �
o *Preliminary,subject to change.
ti
DOCSS F\41070v6\22925.0009
MATURITY SCHEDULE*
Maturity
Date Principal Interest
(September 1) Amount Rate Price
$ %Term Bond due September 1,20 Price: %
Term Bond due September 1, 20 Price: %
Preliminary, subject to change.
DOCSSF,41070v6A22925.0009
TRUCKEE DONNER PUBLIC UTILITIES DISTRICT
BOARD OF DIRECTORS
Joseph R. Aguera
J.Ron Hemig
James A. Maass
Patricia S. Sutton
Nelson Van Gandy
DISTRICT STAFF
Peter L.Holzmeister.General Manager
Stephen Hollabaugh,Assistant General Manager and Electric Utility Manager
Raymond Edward Taylor,Water Utility Director
Mary Chapman,Administrative Services Manager and Treasurer
BOND COUNSEL
Stradling 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
DOCSSFl41070v6A22925.0009
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 of 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 purport to be complete statements of any or all of such provisions. Reference is
hereby made to such documents on file with TDPUD for further information in connection therewith.
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 21 E 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 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. THE 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.
DOCSSF14107M\22925.0009
TABLE OF CONTENTS
Page
INTRODUCTION......................................................................................................................_.........................1
General...........................................................................................................................................................I
ForwardLooking Statements...................---.................................................................................................I
TheDistrict.....................................................................................................................................................2
Sources of Payment for the Bonds..................................................................................................................3
Descriptionof the Bonds................................................................................................................................4
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...........................................................................................................11
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......................---............. ................. ...................... I s
Reduction of Maximum Special Taxes.........................................................................................................15
LimitedObligation ............ ........................---...................... ........ ....................... ........................ ....16
THE COMMUNITY FACILITIES DISTRICT..................................................................................................18
GeneralDescription of the District...............................................................................................................18
Description of Authorized Facilities.............................................................................................................18
Taxpayers .....................................................................................................................................................18
Estimated Direct and Overlapping Indebtedness................. ...........................................,............................19
ExpectedTax Burden...................................................................................................................................20
Estimated Value-to-Lien Ratios...................................................................................................................21
THE DEVELOPMENT AND PROPERTY OWNERSHIP................................................................................22
TheDeveloper..............................................................................................................................................22
DevelopmentPlan........................................................................................................................................24
EnvironmentalCompliance........................_................................................................................................29
Development Agreement..............................................................................................................................29
Appraisal.......................................................................................................................................................29
SPECIAL RISK FACTORS....--... ....................---......................---........................ ........................ .........30
Concentrationof Ownership.........................................................................................................................30
LimitedObligations......................................................................................................................................31
Insufficiency of Special Taxes.....................................................................................................................31
TaxDelinquencies........................................................................................................................................31
Failure to Develop Properties.......................................................................................................................32
Future Land Use Regulations and Growth Control Initiatives.....................................................................32
EndangeredSpecies....... .......-.................... ..................... ........................ .................... ....... .......33
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DOCSSF�4107M'22925.0009
TABLE OF CONTENTS
Page
NaturalDisasters..........................................................................................................................................33
HazardousSubstances..................................................................................................................................34
Parity Taxes and Special Assessments.........................................................................................................34
Disclosures to Future Purchasers..................................................................................................................34
Non-Cash Payments of Special Taxes..........................................................................................................35
Payment of the Special Tax Is Not a Personal Obligation of the Owners....................................................35
LandValues............. ................. ................................................................35
FDIC/Federal Government Interests in Properties.......................................................................................36
Bankruptcy and Foreclosure............__........................................____... ......... .....................................37
No Acceleration Provision............................................................................................................................38
Lossof Tax Exemption.................................................................................................................................38
Limitationson Remedies..............................................................................................................................38
LimitedSecondary Market...........................................................................................................................38
Proposition218.............................................................................................................................................39
BallotInitiatives...........................................................................................................................................40
CONTINUING DISCLOSURE..........................................................................................................................40
TAXMATTERS.............................................................................................. ..._.......... ....... .........___....__.40
LEGALOPINION..............................................................................................................................................42
LITIGATION......................................................................................................................................................42
NORATING.......................................................................................................................................................42
UNDERWRITING..............................................................................................................................................42
FINANCIAL INTERESTS.................................................................................................................................42
PENDING LEGISI.ATION................................................................................................................................42
ADDITIONAL INFORMATION.......................................................................................................................43
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-I
APPENDIX F-CONTINUING DISCLOSURE AGREEMENT OF DEVELOPER......................................F-I
APPENDIX G-FORM OF OPINION OF BOND COUNSEL....__............................................ .................G-1
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TRUCKEE DONNER PUBLIC UTILITY DISTRICT
COMMUNITY FACILITIES DISTRICT NO.03-I (OLD GREENWOOD)
SPECIAL TAX BONDS
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 by, more complete and detailed information contained in the entire Official Statement and the documents
summarized or described herein. A full 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
$ Truckee Donner Public Utility District Community Facilities District No. 03-1 (Old Greenwood)
Special Tax Bonds (the `Bonds"). The proceeds of the Bonds will be used to construct and acquire various public
improvements needed with respect to the proposed development within Truckee Donner Public Utility District
Community Facilities District No. 03-1 (Old Greenwood) (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 I982, as amended
(Sections 53311 et. seq. of the Government Code of the State of California) (the "Act') and a Trust Indenture (the
"Indenture"), dated December 1, 2003, 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.
1
DOCSSF141070v6A22925.0009
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(the"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 October 14, 2003, 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 $15,000,000 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 616.2 gross acres and is located south of Interstate 80 in
the eastern portion of the Town of Truckee, California (the "Town"). The District has an shape with mostly level
topography. The land in the District is fully entitled and subject to a Development Agreement, dated August 14,2002,
between the Developer(defined below) and the Town. The District is expected to be developed into a mountain resort
community consisting of 99 single family lots, 74 fractional interest detached cabins, 72 fractional interest attached
cottages and four whole ownership log-home style cabins. On-site amenities are expected to include a Jack Nicklaus
Signature Design 18-hole championship golf course and proshop as well as a recreation pavilion featuring swim,tennis
and fitness facilities. The development in the District will be known as "Old Greenwood." See "THE
DEVELOPMENT AND PROPERTY OWNERSHIP—Development Plan."
The Developer. The owner and master developer of the land in the District is Old Greenwood, 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 recreational 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."
Development Status. Other than six cul-de-sacs to serve the fractional interest cabins and cottages, all on-site
and off-site infrastructure improvements needed for development are complete. The remaining cul-de-sacs will be
built as needed to keep pace with development and will cost approximately $2.3 million according to Developer
estimates. All 99 single family lots are complete and 86 are in escrow for sale to individual owners, with escrows
expected to close by the end of 2003. Construction has begun on the first 10 fractional interest detached cabins and the
first 7 fractional interest attached cottages. Sales and marketing activity with respect to the cabins and cottages is
expected to commence in January 2004 with first sales shortly thereafter. The golf course and recreation pavilion are
expected to be open for use by July4, 2004. See "THE DEVELOPMENT AND PROPERTY OWNERSHIP—
Development Plan."
DOCSSF41070v6\22925.0009
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 November 1, 2003, the value of land within the District
that is subject to the Special Tax levy was $85,000,000. The Appraisal allocates$37 million of the total value to the 99
single family lots and four existing whole ownership log home-style cabins, and allocates the remaining $48 million to
the fractional interests in the cabins and cottages. 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."
Net Taxes are derived from the payment of annual Special Taxes that are levied in accordance with the Rate
and Method. Pursuant to the Rate and Method, only residential parcels in the District are subject to the Special Tax
levy. Therefore, the golf course and other amenity facilities in the District will not be subject to the Special Tax levy.
See"APPENDIX A—RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX."
Foreclosure Proceeds. The District has covenanted for the benefit of the owners of the Bonds that it(i)will
continence 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 I 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 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 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
DOCS S F\41070W6 22925.0009
i
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 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& Marcia 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
DOCSSr,410700,'29z5.0009
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 15e2-12(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 and 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 Bands involves significant risks,
and the Bonds are not suitable investments for all investors. 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.
5
DOCSSF410900A22925.0009
ESTIMATED SOURCES AND USES OF FUNDS
The following table sets forth the expected uses of Bond proceeds:
Sources of Funds
Principal Amount of Bonds g
TOTALSOURCES
Uses of Funds
Acquisition and Construction Fund $
Reserve Account
Cost of Issuance Account(l)
Administrative Expense Account
Interest Account(2)
Underwriter's Discount
TOTAL USES
Includes legal costs,printing costs, consultant fees and other costs of issuing the Bonds.
«�Represents capitalized interest on the Bonds through September 1,2004.
6
DOCSSF41070v6A22925.0009
THE BONDS
General Provisions
The Bonds will be dated their date of delivery and will be issued in the aggregate principal amount of
$ _ . 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 1 and September 1, commencing March 1,2004(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) will be the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners (defined below) will be the responsibility of the DTC Participants, as more fully described under "—Book-
Entry-Only System."
Redemption
Mandatory Prepayment 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 Redemption 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:
s
i
Preliminary, subject to change.
7
DOCSSFl41070v6A22925-0009
Redemption Dates Redemption Prices
Through March 1,20_ %
September 1,20_,and March 1,20_
September 1,20_, 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 1) Amount
The amounts in the foregoing table shall be reduced pro rata by the principal amount of all Term Bonds which
are redeemed as a result of any prior partial redemption of Tenn 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.
DOCSSR41070v6Q2925.0009 8
f
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 he 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).
s
i
9
DOCS S R410 70W2292 5.0009
i
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 D,rus 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 lies 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.
10
DOCSSF\4107M,6 22925.0009
Debt Service Schedule for the Bonds*
Period Ending
(September 1) Principal Interest Debt Service
TOTALS
*Preliminary, subject to change.
11
WCSSPA4107OW22925,0009
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.
"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 Taxes" 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 $25,000,with such amount escalating by 2%per Bond Year
beginning September 2, 2004, 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 coming 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.
Although the Special Tax will constitute a lien 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
12
DOCSSF\41070v6112925,0009
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,
(c) 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 shall 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 hrterest 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
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.
13
DQCSSF1410700,22925.0009
(b) Whenever moneys are withdrawn from the Reserve 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 funds 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.
(e) 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 payment 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
OOCSSF\41070v6A22925,0009
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 the landowner'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 (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
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 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.
The District covenanted that it will 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 Govermnent 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 or partial 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 a reduction in the maximum Special Taxes that may be levied on
the taxable property within the District in any Fiscal Year to an amount less than the sum of I10% of Annual Debt
Service in the Bond Year ending on the September I 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 will 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
Pursuant 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\41070W,2292>.0009
receives a certificate from 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 1 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 110% of the sum of the estimated Administrative Expenses and
Annual Debt Service in that Bond Year on all Bonds and Parity 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(e) 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 (it), and (it) a certificate from one or more Independent Financial Consultants which, when taken together, in the
determination of the District, certify that (A) on the basis of the parcels of land and improvements existing in the
District as of the July 1 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 I10% 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.
Limited Obligation
The Bonds are limited obligations of the District payable solely from Net Tares pledged therefor and from
certain other amounts held in the Special Tar Fund pursuant to the Indenture. The faith and the credit of neither the
District, TDPUD, the State of California nor any political subdivision thereof is pledged to the payment of the 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 of California or any political subdivision thereof to leery or pledge attyform of
taxation whatsoever therefor, other than the Special Taxes, or to make any appropriation for their payment other than
from Net Taxes and from certain other amounts held in the Special Tax Fund.
16
DOCSSPl41070vfi�22925.0009
[DISTRICT MAP]
17
DOCSSFA410700\22925.0009
THE COMMUNITY FACILITIES DISTRICT
General Description of the District
The District consists of approximately 616.2 gross acres located south of Interstate 80 in the eastern portion of
the Town of Truckee, California. The District has an irregular shape with mostly level topography.
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 requiring that certain of these facilities be installed
as a condition of development. Other than six cul-de-sacs,all public improvements to be financed with proceeds of the
Bonds are complete.
TABLE 1
ESTIMATED COSTS OF PUBLIC IMPROVEMENTS TO BE FINANCED BY THE DISTRICT
Portion to be Paid
Public Improvement Total Cost with Bond Proceeds
Water facilities f I $4,991,000 $4,234,000
Electric facilities 2,937,000 2,472,000
Fiber121 615,000 362,000
Roadways 3,857,000 2,000,000
Storm drain facilities 1,534,000 757,000
Other eostst3i 200,000 200,000
$14,134,000 $10,025,000
Source: Tire District
( > Water facilities include payment for water source distribution system which may include facilities outside the District.
12) Includes fiber optic cables and conduits.
t'� Includes costs of forming the District.
Taxpayers
Currently, all land in the District is owned by the Developer. However, 86 of the 99 single family lots are in
escrow for sale to individual owners and such escrows are expected to close by the end of 2003. The initial Special
Tax levy in fiscal year 2004-05 is expected to total $616,936. Assuming the 86 single family lots close escrow as
described above, the Developer would be responsible for $358,936 of the fiscal year 2004-05 Special Tax levy, or
58,18% of the total, while individual owners would collectively be responsible for $258,000, or 41.82% of the total.
Prior to the actual Levy of the fiscal year 2004-05 Special Tax, the Developer expects to have sold more single family
lots and completed initial sales of fractional interests in the cabins and cottages in the District Individual owners
would thereby be allocated a higher percentage of the total Special Tax levy. For example, if absorption occurs
according to the schedule set forth in the Appraisal,by the time the fiscal year 2004-05 Special Tax is levied, all single
family lots will have sold and 13 fractional interest cabins or cottages will have sold. In such a case the Developer
would be responsible for$227,336 of the fiscal year 2004-05 Special Tax levy, or 44.95%of the total, while individual
owners would be collectively responsible for $339,600 or 55.05% of the total. There can be no guarantee, however,
that all 86 single family lots currently subject to sales contracts will close escrow or that additional sales will occur as
projected in the Appraisal.
18
DOCSSF,4107001,22925.0009
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 2003-04 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
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 OVERLAPPING LAND SECURED DEBT
2003-04 Local Secured Assessed Valuation: $14,724,689
DIRECTANDOVERLAPPING'I`AX AND ASSESSMENT DEBT: %Applicable-'' Debt9130/03
Tahoe-Truckee Joint Unified School District 0.161% $20,021
Tahoe-Truckee Joint Unified School District School Facilities improvement District No. 1 0332 70,002
Truckee Donner Public Utility District Community Facilities District No.03-1(Old Greenwood) 100. _-
TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT S90,023
OVERLAPPING GENERAL FUND OBLIGATION DEBT:
Nevada County Certificates of Participation 0.149% S29,688
Nevada County Superintendent of Schools Certificates of Participation 0.149 454
Siena Joint Community College District Certificates of Participation 0.033 1,516
Tahoe-'rmckee Joint Unified School District Certificates of Participation 0,166 21,857
Town of Truckee General Fund Obligations 0.546 32,787
Truckee Donner Public Utility District Certificates of Participation 0.567 10 003
'TOTAL OVERLAPPING GENERAL FUND OBLIGATION DEBT $96.905
COMBINED TOTAL DEBT S 186,92801
Ratios to 2003-04 Assessed Valuation:
DirectDebt.................................................................................................. .
Total Dirua and Over Tax and Assessment Debt.......... ...............0.61%
Combined"Focal Debt-..........._........_................._..........--............_...........1,27%
STATE SCHOOL BUILDJNG AID REPAYABLE AS OF 6/30/03: $0
Based on 2002-03 ratios
61 Excludes Bonds to be sold.
13, Excludes tax and revenue anticipation notes,enterprise revenue,mortgage revenue and tax allocation bonds and non-bonded capital lease obligations.
Source: California Municipal Statistics,Inc.
19
DOCSSR41070v6,22925.0009
Expected Tax Burden
Table 3 below sets forth an estimated property tax bill for a typical single family non-fractional interest home
in the District and a typical fractional interest cabin or cottage in the District. With respect to the fractional interest
cabins and cottages, the total annual Special Tax levy for any individual unit will be allocated among the fractional
owners of such unit in the manner described under "THE DEVELOPMENT AND PROPERTY OWNERSHIP —
Development Plan-Fractional Interest Cabins and Cottages."
TABLE 3
SAMPLE PROPERTY TAX BILL
PROJECTED FOR FISCAL YEAR 2004-2005
Single Family
Non-Fractional Fractional Interest
Interest Homes Cabins and Cottages
Estimated Assessed Valuation
Sale Price(0 SL200,000 $1,200,000`o
Ad Valorem Basis $1.200,000 $1,200,000 Cl
Ad Valorem Property Taxes'
Base Property Tax Rate $12,000 $12,000
Unified School District A or Elementary School Lease 62 62
Unified School District B or High School Bond 44 44
Tahoe Truckee 1998 A(School)or Hospital 26 26
Tahoe Truckee Unified School District 91 91
Tahoe Truckee R.Unified SFID#I,2001 283 283
Subtotal Ad Valorem Taxes $12,508 S12,508
Special Taxes,Assessments,and Charges
Truckee Recreation-Pool-Voter Approved-Parcel Charge 32 32
Tahoe/Truckee Joint Unified Tax Voter Approved-Parcel Charge 80 80
The District 3 000 33 400
Subtotal Special Taxes&Assessments S3,112 $3,512
Total $15,620 $16,020(41
Total Effective Tax Rate 1.30% 133%
Based on average sales price of units in the District provided by the Developer.
Based on 2003-04 rates.
Represents sales price of entire unit,not price of individual fractional interest in a unit,
t9j Total levy will be allocated among the individual fractional interest owners,all as described under"THE DEVEL-OPMENT AND PROPERTY
OWNERSHIP—Development Plan—Fractional Interest Cabins and Cottages."
Sources: MuniPinancial.
20
DOCSSE,410700',22925.0009
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
2003-2004 is $14,724,687. The estimated assessed value-to-lien ratio of the property within the District
following the issuance of the Bonds based on the fiscal year 2003-2004 Assessor's roll is 1.2 to 1*. The
appraised value of the land within the District as set forth in the Appraisal is $85,000,000. The estimated
appraised value-to-lien ratios based upon the land values in the Appraisal as of November 1,2003 is 6.69 to 1�.
As set forth in Table 2 above, there is $186,928 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 from 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.
TABLE4
ESTIMATED APPRAISED VALUE-TO-LIEN RATIOS
Projected %of Estimated
2004-05 Projected Appraised
Appraised Lien of Special Tax Special Tax Value-To-
Property Tvpe Value Bonds Levy(4) Levy Lien Ratio
Non-Fractional Interest Units(l) $37,00Q000"' $6.179,960 $312,000 50.57%0 5.99
Fractional Interest Units(2) 48,000,000131 6,0 00,040 304,936 49_43 7.95
All Taxable Property $85,000,000 $12,220,000 $616,936 100.00% 6.96
11 Includes the Existing Cabins and the Lots as such term are defined onder"THE DEVELOPMENT AND PROPERTY OWN ERSHIP—Developnxnt Plan"
Includes the Cabinsand Conages,as suchtermsare defined under"THE DEVELOPMENT AND PROPERTY OWNERSHIP—Deventaccut Plan."
w The Appraisal assigns a value to all taxable property in the District,in whole. the Appraiser has,however,provided an approxinmte allocation of value between
the non-fractional interest property and the fractional interest property.
°t Projected 2004-0 Special Tax levy is based on expected land uses,projected debt service on the Bonds and$25.000 of administrative expenses_
Pteliminary,subject to change.
Source'. Appraiser,MunlElnaneial and Underwriter.
'Preliminary, subject to change.
21
DOCSSF\4I O'Ov6\22925.0009
THE DEVELOPMENT AND PROPERTY OWNERSHIP
Except for the information under the captions "— Appraisal," the Developer has provided the
information in this section.
The information 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 of property 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 or 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 within 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
any 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
Old Greenwood, 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 formed 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 primary residential plan communities; club, 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, Silverthome, Bachelor Gulch and Downtown Denver, as well as in Truckee and Lake Tahoe,
California,and Charleston, South Carolina.
The general partner of EWRDV is HF Holding Corp. and the managing limited partner is HE
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
22
DOCSSF\410700A22925.0009
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"
Projects in Vicinity of District. East West Partners is currently managing the development of several
additional projects in the vicinity surrounding the District. Gray's Crossing, a destination resort community
located in the Town, is currently in the entitlement process and is pursuing a Development Agreement.
Planning commission approval from the Town was received in November 2003. Upon final approval, Gray's
Crossing is expected to include 600 single family lots, 45,000 square feet of retail commercial space, two
church sites, a school site along with associated open space. The Gray's Crossing project will also include a
golf course and related resort amenities. 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 and Northstar Highlands are currently in the
entitlement process having received planning commission approval in October 2003. 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. Such 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 Clue"
Key Staff ofEast 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 Old Greenwood development and the other Lake Tahoe area projects
being developed by Fast West Partners. Prior to joining East West Partners, Mr Riva was controller for
Seattle-based Lorig Associate, Inc. Mr. Riva holds a business degree from the University of Washington and
has been a Certified Public Accountant.
Charles I. Madison is a senior partner in charge of various resort development projects in Vail,Beaver
Creek&Breckenridge, Colorado and in Lake Tahoe, California. Mr. Madison has extensive experience with
fractional ownership projects through his management of such projects as the Hyatt Mountain Lodge in Beaver
Creek, Colorado, and Main Street Station in Breckenridge, Colorado. Before joining East West Partners Mr.
Madison was Executive Vice President/Chief Financial Officer of Vail Associates, Inc. He holds a business
degree from the University of Washington and is a graduate of Harvard University's Advanced Development
Management Program in Real Estate. He has also been a Certified Public Accountant.
A. William Fiveash serves as the project manager for the Old Greenwood 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.
Greg Traxler serves as the Vice President of Sales and Marketing in charge of developing and
managing the sales and marketing effort related to the fractional interest units at Old Greenwood. Prior to
joining East West Partners, Mr. Traxler served as the Director of Sales for the Marriott Corporation's Grand
Residence and Timberlodge projects in South Lake Tahoe, California. Prior to Marriott Corporation, he
worked in the Lake Tahoe region for Fairfield Communities, Inc. Mr. Traxler received a Masters in
Advertising and Public Relations from University of Arkansas.
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DOCSSR410700A22925.0009
Jeffrey E. Butterworth manages design and construction activities for the Old Greenwood
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.
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 May
2001 and was part of a larger purchase of approximately 900 acres within the town limits of the Town of
Truckee. Subsequent to acquisition, approximately 250 acres of land north of Interstate 80 was donated to the
Truckee Donner Land Trust for permanent conservation and approximately 50 acres was retained and will be
developed separate from the District. The remaining acreage comprises the District. The property within the
District is accessed via a dedicated highway exit from Interstate 80.
Old Greenwood is situated at to the north end of the Martis Valley with views of the valley and the ski
resort Northstar-at-Tahoe. Old Greenwood has direct highway access to area ski resorts;downtown Truckee,
Lake Tahoe. The ski resorts of Squaw Valley, Alpine Meadows,Northstar-at-Tahoe and Sugar Bowl are each
less than 15 minutes away by car. Lake Tahoe's north shore is 13 miles to the south.
Old Greenwood is expected to be developed into a mountain resort community consisting of 99 single
family lots, 74 fractional interest detached cabins, 72 fractional interest attached cottages and four whole
ownership log-home style cabins. On-site amenities are expected to include a Jack Nicklaus Signature Design
18-hole championship golf course and proshop as well as a recreation pavilion featuring swim, tennis and
fitness facilities.
Pursuant to the Rate and Method, only the residential properties within the District will be subject to
the Special Tax levy. The golf course and other amenity facilities will not be subject to Special Tax levy. See
"APPENDIX A—RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX."
Single Family Lots. The development at Old Greenwood includes 99 single family home lots (the
"Lots"). The majority of the Lots are located along the fairways of the golf course in Old Greenwood. See"—
Golf Course and Other Recreational Amenities." All necessary infrastructure with respect to the Lots is in
place. The Lots average approximately 0.5 acres in size and have an average current sales price of$387,000.
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."
Of the 99 Lots, 86 are subject to sales agreement contracts with individual owners. Each owner has
deposited 10% of the purchase price in escrow. Escrows with respect to each of the 86 Lots will close upon
the receipt of the final public report by the State of California Department of Real Estate and the payment of
the balance of the sales price by the applicable individual owner. The Developer expects to receive the final
public report by the end of November 2003. Thereupon,notice will be given to the individual owners and each
owner will have 15 days to provide the balance of the sales price and close escrow on the Lot. The Developer
expects all 86 Lots to close escrow by the end of 2003. The sale of the 86 Lots is expected to generate gross
24
DOC S SP410 70v6',2 2 925,0009
sales revenue of approximately $26,600,000. Marketing activities are ongoing with respect to the remaining
13 Lots. The Developer expects to sell all remaining Lots by March 2004.
Pursuant to the Rate and Method,the Lots will be subject to the levy of Special Taxes.
Fractional Interest Cabins and Cottages. The Developer plans to build 74 detached cabins (the
"Cabins")and 72 attached cottages(the"Cottages") in the District. Instead of selling each Cabin or Cottage to
individual owners,upon completion, each Cabin and Cottage will be transferred to a homeowners association.
The homeowners association will, in turn, sell 17 fractional ownership interests in each Cabin and Cottage to
individual owners. The resulting 1/17th interest will entitle such owner to 21 days occupancy in the applicable
Cabin or Cottage. Of such 21 days, one week will be "permanent week." Permanent weeks of various
fractional owners will never be scheduled as consecutive weeks. The remaining 14 days to which each
fractional owner is entitled will be available on a first come first served basis and need not be used in week
blocks. Additionally, as part of the sales price of each fractional interest, a fractional owner will have
membership privileges in the Tahoe Mountain Club, as described below under"—Tahoe Mountain Club."
The Cabins and Cottages will be a mix of 2, 3 and 4-bedroom units with a variety of amenities.
Descriptions of the Cabins and Cottages along with estimated fractional interest prices are set forth in Table 5
below.
TABLE 5
DESCRIPTION OF FRACTIONAL INTEREST CABINS AND COTTAGES
2 Bedroom 3 Bedroom Cottage 3 Bedroom Cabin 4 Bedroom Cabin
Cottage
Square Footage 1,250 1,750 1500 3,000
Bed/Bath 312.5 3/3.5 3/3.5 4/4.5
Sleeps 6 8 8 12
Garage I Car 2 Car 2 Car 2 Car
Pool Table No No Yes Yes
Hot Tub No No Yes Yes
Finishes
Entry Slate Slate Slate Slate
Floors. Carpet Carpet Hickory Hickory
Kitchen Granite Tile Granite Tile Granite Slab Granite Slab
Electronics Standard Standard Plasma/Surround Plasma/Surround
Bathrooms
Master 5 Piece 5 Piece 5 Piece/Toilet Room 5 Piece/Toilet Room
Bath#2 3 Piece 5 Piece 3 Piece 4 Piece
Bath#3 n/a 3 Piece 3 Piece 3 Piece
Bath#4 n/a n/a n/a Bath 4-3 Piece
Powder 2 Piece 2 Piece 2 Piece 2 Piece
Average Fractional Share $66,175 $92,647 $132,353 $158,824
Price 1/17t'
Average Unit Price $1,125,000 $1,575,000 $2,250,000 $2,700,000
Source: Developer.
Construction has commenced on 10 Cabins and 7 Cottages. Foundations, utilities and earthwork have
been completed on all 10 Cabins. Roofing and paving work are underway. The first Cabin is expected to be
completed in May 2004. Foundations for the 7 Cottages have been poured and utility stubs are in place. The
first Cottage is expected to be completed in June 2004. Other than six cul-de-sacs to serve the Cabins and
25
[OCSSF141070WC2925.0009
Cottages, all on-site and off-site infrastructure improvements needed for development are complete. The
remaining cul-de-sacs will be built as needed to keep pace with development and will cost approximately$2.3
million according to Developer estimates.
Marketing efforts with respect to the Cabins and Cottages is expected to commence in January 2004.
The Developer expects to complete initial sales of fractional interests in the Cabins and Cottages in 2004 and
complete sales in 2011.
Pursuant to the Rate and Method,the Cabins and Cottages will be subject to the levy of Special Taxes.
The homeowners association, as the owner of record for each Cabin and Cottage, will receive the Special Tax
bill from the County and bill each fractional interest owner for such owners share of the total Special Tax
levy. The homeowners association will then satisfy the Special Tax levy from amounts received from the
individual fractional interest owners. If any fractional interest owner fails to remit payment, the homeowners
association will be under no obligation to pay such owner's portion of the Special Tax. In such a
circumstance, the homeowners association may use reserves to pay the delinquent amounts and may
subsequently foreclose on the delinquent owner's fractional interest.
Log Cabin-Style Homes. Four partially completed log home-style cabins were included in the
Developer's original purchase of the land in the District (the "Existing Cabins"). The Developer has since
completed the Existing Cabins and plans to sell them to an entity related to East West Partners by the end of
the year. Although long-term plans for the four Existing Cabins are tentative, East West Partners does not
expect to resell the Existing Cabins in the near future. The Existing Cabins are located away from the other
developing areas within the District. Pursuant to the Rate and Method, the Existing Cabins will be subject to
the levy of Special Taxes.
Golf Course and Other Recreational Amenities. Old Greenwood will feature the only Jack Nicklaus
Signature Design 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 7,500 yards. The Developer expects the Golf Course to be
open for play annually in the months of May through October depending on snow and other weather
conditions. The Golf Course will include 12,500 square feet for pro shop/club house/cart barn facilities,a golf
academy with an associated teaching facility, a short game practice area and a double-ended driving range.
Currently,half of the holes are complete and fully-grassed,with the exception of the putting greens. The other
holes are in various stages of development. All the major water features of the Golf Course are complete. The
foundation for the proshop has been poured and walls are estimated by the Developer to be half complete. The
Developer expects the Golf Course to open for play by July 4,2004.
Old Greenwood will also feature an 18,000 square foot recreation pavilion featuring swim facilities,
tennis courts and fitness equipment (the "Pavilion"). The Pavilion is framed with roof trusses in place. The
Developer expects the Pavilion to be open for use by July 4,2004.
Other on-site amenities at Old Greenwood are expected to include maintained nature trails and a fly
fishing instruction and practice area.
As described below under "— Tahoe Mountain Club," all fractional interest owners in Old
Greenwood will be members of the Tahoe Mountain Club. Additionally, owners of Lots will be given the
option to purchase membership. Members will have access to priority tee times at the Golf Course and have
full use of the Pavilion and other on-site amenities at Old Greenwood.
According to the Rate and Method, Special Taxes will not be levied on non-residential parcels.
'therefore, the Golf Course, the Pavilion and the other recreational amenities at Old Greenwood described
under this sub-caption will not be subject to the levy of Special Taxes.
26
D0CSSP\41070v0'2925.0009
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 Old Greenwood. Membership in the Tahoe Mountain Club is included with the
purchase of fractional interests in Cabins or Cottages but must be purchased separately by the owners of Lots.
Facilities offered to members of the Tahoe Mountain Club are located both on-site at Old Greenwood and off-
site. All club facilities are in the vicinity of Old Greenwood. On-site privileges at Old Greenwood include: (i)
special privileges at the Golf Course,including priority tee times,(ii)private access to the Pavilion,(in) access
to the golf academy, short game area and driving range located at the Golf Course, and (iv) access to fly
fishing instruction and practice area. Off-site privileges include: (i) special privileges at the existing 18-hole
Coyote Moon Golf Course in the Town, including priority tee times, (it) preferred reservations at the Wild
Goose Restaurant located on the north shore of Lake Tahoe,(in)valet ski storage and member privileges in the
Alpine Club at the Village-at-Northstar, and (iv) 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 amenities on-site within Old Greenwood (such as the Golf Course and the Pavilion) will be
available to members of the Tahoe Mountain Club who have purchased property outside of the District in other
related projects. Thus, a portion of the costs associated with construction of such amenities will be shared by
the other projects,all as described under"—Finance Plan." In particular,when complete,the land underlying
the Golf Course, the Pavilion and the other on-site amenities at Old Greenwood will be transferred to the
Tahoe Mountain Club for a price of$5 million. The appraised value set forth in the Appraisal assumes such
payment will be made by June 2004,as described under"--Appraisal."
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 funds shown below. Table 6 reflects the Developer's current projections of
costs associated with developing the property 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.
27
D0CSSF\4t070v6\22925,0009
TABLE 6
DEVELOPER'S PRO FORMA CASH FLOW
thra Total
10131/03 2003 2004 2005 2006 2097 2008 2009-2011 Project
SOURCES
Net Sales RevenueM $(318) $31,054 $46,215"' $30,822 $32,655 $33,742 $34,286 $108,405 $316,861
Bond Proceeds Reimbursement -- 8,348 927 -- -- -- -- -- 9,275
Tahoe Mountain Club Initiation Deposits(2) - -- (1,236) (1,146) (1,180) (1,216) (1,252) (3,986) (10,016)
Developer Cash investmenO 51,900 -- -- -- -- - -- -- 51,900
TOTAL SOURCES $51,582 $39,402 $45,906 $29,676 $31,475 $32,526 $33,034 $104,419 $368,020
COSTS
Land Acquisition $21,958 -- -- -- -- -- $21,958
Sitework&Infrastructure 15,314 $2,911 $1,309 $362 $1,086 $250 $863 $400 22,495
Building Costs 3,375 3,938 16,823 9,952 11,033 11,252 11,705 25,458 93,536
Professional Services 5,741 643 2,228 1,613 1,569 1,055 956 2,414 16,219
Fees,Permits&'Taxes 1,031 220 1,276 1,228 1,171 1,123 1,071 2,189 9,309
Legal/Financial/Interest 1,581 157 1,260 1,610 1,311 1,400 1,426 3,947 12,692
Marketing 2,582 2,084 6,102 4,859 5,106 5,339 5,417 19,164 50,653
Property Management/Check In 250 2,250 1,545 -- -- - -- 4,045
Contingency&Warranty -- 259 781 831 938 876 943 2,197 6,825
BankActivity'4i - (5,163) (9,682) 1,476 (1,274) (391) (501) 15,535 --
TOTAL COSTS $51,592 $5,299 $22,347 23,476 $20,940 $20,904 $21,880 $71,304 $237,732
NETCASIi FLOW FROM DEVELOPMENTt5) -- $34,103 $23,559 $6,200 $10,535 $11,622 $11,154 $33,115 $130,288
<o Associated commissions and closing costs are deducted.
(2)Initiation deposits arc paid by the Developer upon closing of fractional interests from sales proceeds.
ts1 Represents equity contributions from the investor limited partner of the Developer.
141 The Developer is currently at Term Sheet stage with Bank One for a consn action revolver loan for the construction of the Cabins and Cottages. Revolver limit is anticipated to be approximately
$15 million. Proceeds from the revolver loan will be used to fund construction,soft costs and marketing costs related to the Cabins and Cottages.
t51 Positive net cash flows are distributed to EWRDV. Cash to pay certain immediate development cost is retained from such distributions.
tot Includes payment from the Tahoe Mountain Club for the land underlying the Golf Course,the Pavilion and other completed on-site amenities at Old Greenwood.
Source: The Developer.
28
DOCSSR410700v22925.0009
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
Pursuant to Resolution No. 2002-29 adopted on June 20, 2002, the Town certified a Final
Environmental Impact Report and associated Notice of Determination with respect to the property in the
District. A Phase 1 Environmental Site Assessment(the"Assessment")with respect to property in the District
was prepared by HK Holdrege & Kull in June 2002. 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 August 14,
2002, 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
Old Greenwood 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 Old Greenwood, 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 as of November 1, 2003, assuming the completion of all improvements to
be financed with proceeds of the Bonds was $85 million. The Appraisal allocates$37 million of the total value
to the Lots and Existing Cabins, and allocates the remaining $48 million to the Cabins and Cottages.
To calculate the value of the land in the District, the Appraiser made several assumptions. One such
assumption relates to the timing of development in the District and the absorption schedule for the Lots,
Cabins and Cottages. The Appraiser assumed that all Lots would be sold by the end of the second quarter in
2004. With respect to the Cabins and Cottages, the Appraiser applied an annual absorption rate of 152
fractional interests for each of the fractional interest products. The Appraiser's analysis also assumed 25%
pre-sales of the first ten fractional interest products constructed, which equates to 42 fractional interests in
addition to the projected average quarterly absorption schedule of 38 fractional interests per quarter. The
Appraiser assumed no absorption of fractional interests in the first two quarters to allow for completion of
construction. The total absorption schedule for the Cabins and Cottages is 34 quarters, or 8.5 years. To the
extent actual absorption of Lots, Cabins or Cottages differs from the absorption schedule assumed by the
Appraiser,the actual value of land in the District may also differ from the value reported in the Appraisal.
29
DOCSS114107006 22925.0009
The Appraisal sets for several assumptions made by the Appraiser when arriving at the total appraised
value. In particular, the Appraiser assumed that the Tahoe Club Company would make its payment of$5
million to purchase the land underlying the on-site amenities on schedule in June 2004. See "—Development
Plan—Finance Plan." In addition,the value in the Appraisal assigned to the Cabins and Cottages assumes the
finalization of an agreement with some type of exchange network to facilitate greater marketability.
In arriving at its statement of value,the Appraiser also assumed that there are no hidden or unapparent
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 and/or 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).
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 investments 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 adversely affect the ability or willingness of property 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 full 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
—Land Values"and =Limited Secondary Market"below.
Concentration of Ownership
All of the Land in the District is currently owned by the Developer. Assuming 86 of the 99 Lots close
escrow as described under"THE DEVELOPMENT AND PROPERTY OWNERSHIP—Development Plan
—Single Family Lots," approximately 58.18% of the projected 2004-05 Special Tax levy would be paid by
the Developer with the balance being paid by individual owners. If additional sales beyond the 86 Lots occur
before the levy of the 2004-05 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 additional units
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"
30
DOCSSF.410700A22925.0009
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.
Insufficiency of Special Taxes
Under the Rate and Method, the annual amount of Special Tax to be levied on each taxable parcel in
the District will generally be based on whether such parcel is categorized as single family attached property or
single family detached property. Non-residential acreage such as the golf course is not subject to the Special
Tax levy. See"APPENDIX A—RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES"
If for any reason property within the District becomes exempt from taxation by reason of ownership
by a non-taxable 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 within 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 or
assessments and neither has any history of such delinquency since their formation.
31
DOCSSF\410"ov6A22925.0009
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. Although the majority of necessary public infrastructure in the District is in
place,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 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.
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 may or 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
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DOCSSF\4107Mv 22925.0009
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 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.
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.
The FIR references 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, according to the FIR,
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 FIR also states that a geotechnical report issued in
1988 concluded that the most likely seismic hazard on the site of Old Greenwood is ground shaking,with other
hazards such as lateral spreading, lurch cracking and liquefaction unlikely.
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 from the development in Old Greenwood.
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.
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DOCSS1`410700v22925.0009
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 widely applicable of these laws,
but California laws with regard to hazardous substances are also stringent and similar. Under many of these
laws, the owner or operator is obligated to remedy a hazardous substance condition of property whether or not
the owner or operator has anything to do with creating or handling the hazardous substance. The effect,
therefore, should any of the 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.
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
34
DQCSSR410700Q2925.0009
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 lien 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
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 obligation 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
35
DOCSSR4107OW22925A009
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 November 1, 2003 the value of the land within the District was
$85,000,000. 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.
No assurance can be given that any bid will 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.
FDIC7Federal 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 or 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
36
DOCSSPat0700\2z925.0009
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 August 28, 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 lien 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
creditors' rights or by the laws of the State relating to judicial foreclosure. In addition, the prosecution of a
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 hen, 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 frill.
On July 30, 1992, the United States Court of Appeals for the Ninth Circuit issued its opinion in a
bankruptcy case entitled In re Glasp MMarine Industries. 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 Glasply holding
inoperative as it relates to ad valorem real property taxes. However, it is possible that the original rationale of
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the GlasplY 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.
Glas l is controlling precedent on bankruptcy courts in the State. If the GlasplY 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.
No Acceleration Provision
The Bonds do not contain a provision allowing for the acceleration of the Bonds in the event of a
payment default or other default under the 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, limitation 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
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DOCSSF\41090v6A22925,0009
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, tees 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
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 I, 1997, a bill was signed into law by the Governor of the State enacting Government 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
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DOCSSFI410700A22925.0009
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.
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 June 1 of
each year, beginning June 1, 2005,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 by 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 of each year beginning _ and Semi-Annual
Reports each and__beginning _ 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
40
DOCSSF\4I07000'2925.0009
purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. hi 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
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 proposed form of opinion of Bond Counsel is attached hereto as APPENDIX G.
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DOCSSP410700622925.0009
LEGAL OPINION
The legal opinion of Stradling Yocea 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.
UNDERWRITING
The Bonds are being purchased by UBS Financial Services(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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DOCSStl4107M6 22925.0009
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. 03-1 (OLD GREENWOOD)
By:
President of the Board of
Directors
By:
General Manager of Truckee
Donner Public Utility District
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DOCSSF,4107OW22925.0009
_ -L
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. 03-1 (Old Greenwood) [herein "CFD No.03-1"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. 03-1,
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. 03-1 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 owner 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 Tax, 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. 03-1 which, in the sole discretion of the Town, is either
deed-restricted to maintain the affordability of the Unit or is determined by the Administrator to have been
planned,designed and/or built to be an affordable unit.
"Assessor's Parcel" or "Parcel" means a lot or parcel shown on an Assessor's Parcel Map with an assigned
Assessor's Parcel 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 Association Property under the pad or footprint of a Unit.
"Board of Directors"or"Board"means the Board of Directors of the Truckee Donner Public Utility District.
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DOCSSR4107OW'2925.0009
"Bonds" means bonds or other debt(as defined in the Act), whether in one or more series, issued, insured or
assumed by CFD No. 03-1 related to public infrastructure and/or improvements that are authorized to be
funded by CFD No. 03-1.
"Capitalized Interest"means funds in any capitalized interest account available to pay debt service on Bonds.
"CFD Formation"means the date on which the Resolution of Formation to form CFD No. 03-1 was adopted
by the Board of Directors.
"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 and Rental 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.
"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 4
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.
"Expected Land Uses" means the total number of Units expected to be constructed within the CFD as
determined from time to time by the Administrator after applying the steps set forth in Section D below. At
CFD Formation, the Expected Land Uses were based on the Tentative Map. The Expected Land Uses at CFD
Formation are summarized in Attachment I hereto; the Administrator shall update Attachment 1 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. 03-1 (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.
"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 Course Property" means any property within CFD No. 03-I that is used as a golf course, including but
not limited to, a driving range, clubhouse,parking, lodge, outbuildings, and other golf-related amenities. Golf
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DQCSSF1410700',22925.0009
Course Property shall also include any property within the CFD that is used for a swim, tennis, and/or fitness
facility.
"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.
"Other Property" means, in any Fiscal Year, all Parcels of Taxable Property which are not Single Family
Detached Property, Single Family Attached Property,Undeveloped Property.
"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. 03-1 that is owned by the federal
government, State of California, County, Town, Truckee Donner Public Utility District, 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 within
the CFD shall at no time be categorized as Rental Property.
"SFD 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 subdivision 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 attached Fractional Units
and 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/or replenish reserve
funds for the Bonds; (in) 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. 03-1.
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 terms; (it) proceeds received by CFD No. 03-1 from the collection of
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DOCSS1`41070W22925.0009
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 Other Property"means, in any Fiscal Year, all Assessor's Parcels of Other Property which had, in
prior Fiscal Years, been: (i) developed and taxed as Single Family Detached Property or Single Family
Attached Property, or (it) designated in the Tentative Map as Single Family Detached Property or Single
Family Attached Property and,when a change to the Expected Land Uses was proposed designating the Parcel
as Other Property,no prepayment was received pursuant to Step 3.b in Section D below.
"Taxable Property"means all of the Assessor's Parcels within the boundaries of CFD No. 03-1 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#1.
"Tax Zone #2" means the geographic area that is specifically identified in Attachment 2 of this Rate and
Method of Apportionment of Special Tax as Tax Zone#2.
"TDPUD"means the Truckee Donner Public Utility District.
"Tentative Map" means the Tentative Map and Conditional Use Permit for the Old Greenwood Planned
Development, which was included as Exhibit D to the Development Agreement between East West Partners
and the Town which was recorded at the County Recorder's Office on August 23, 2002.
"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, and (ii) for
Single Family Attached Property, an individual residential unit within a duplex, triplex, fourplex, townhome,
or condominium structure.
B. DATA FOR ANNUAL ADMINISTRATION
On or about July 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, (ii) for Developed Property, which
Parcels are Single Family Detached Property, Single Family Attached Property, and Taxable Other Property,
(iii)for Parcels of Single Family Attached Property, the number of Units on each Parcel, (iv)whether there are
Parcels of Rental Property, Excess Public Property or Parcels with Affordable Units, and (v) 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. If, in any Fiscal Year, an Assessor's Parcel includes both
Developed Property and Undeveloped Property, the Administrator shall determine the Acreage associated with
8
the Developed Property, subtract this Acreage from the total Acreage of the Assessor's Parcel, and use the
i
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DOCSSR410700\22925.0009
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
I. Single Family Detached Property
The Maximum Special Tax for Single Family Detached Property in Zone 1 for Fiscal Year 2004-05 is
$3,000 per SFD Lot. The Maximum Special Tax for Single Family Detached Property in Zone 2 for
Fiscal Year 2004-05 is $3,400 per SFD Lot. On July 1, 2005 and on each July 1 thereafter, these
Maximum Special Tax rates shall be increased by an amount equal to two percent(2%)of the amount
in effect for the prior Fiscal Year.
2. Single Family Attached Property
The Maximum Special Tax for Single Family Attached Property in Zone I for Fiscal Year 2004-05 is
$3,000 per Unit. The Maximum Special Tax for Single Family Attached Property in Zone 2 for Fiscal
Year 2004-05 is $3,400 per Unit. On July 1, 2005 and on each July I thereafter, these Maximum
Special Tax rates shall be increased by an amount equal to two percent (2%) of the amount in effect
for the prior Fiscal Year.
3. Taxable Other Property
The Maximum Special Tax for Taxable Other Property shall be the amount needed on a per-acre basis
to maintain the Maximum Special Tax that was assigned to the Parcel prior to the Parcel becoming
Taxable Other Property. After the Maximum Special Tax has been determined for a Parcel of Taxable
Other Property, the 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.
4, Undeveloped Property
The Maximum Special Tax for Undeveloped Property for Fiscal Year 2004-05 is $11,325 per Acre.
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.
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 default by the owner ofany other Parcel or Parcels and shall, in no event, exceed the Maximum Special Tax
in ejject for the Fiscal Year in which the Special Tax is being levied.
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
proposed within the CFD and compare the revised land uses to the Expected Land Uses to evaluate the impact
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DOCSSF\41070v6t22925.0009
on the Expected Maximum Special Tax Revenues. In addition, the Administrator shall review Final Maps to
ensure they reflect the number of residential lots that was anticipated in the Tentative Map.
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 Revenues, 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/Entitlement Change, the Administrator shall update Attachment I
to show the reduced Expected Maximum Special Tax Revenues, and the reduced Expected Maximum Special
"Fax Revenues shall be the amount used to determine the amount of the Final Bond Sale.
If a Land Use/Entitlement Change is proposed 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.
03-1;
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; or
(c) The Land Use/Entitlement Change proposes that a Parcel of Single Family
Detached Property or Single Family Attached Property be developed as another
land use (other than Public Property), and the landowner requesting the Land
Use/Entitlement Change fails to submit a written request to the TDPUD to
designate the Parcel as Taxable Other Property, thereby maintaining the
Expected Maximum Special Tax Revenues for the Parcel;
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 or 3.c. If, based on this comprehensive analysis, the Administrator
determines that there is a reduction in Expected Maximum Special Tax Revenue, and all
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DOCSSF\41070W,2292$.0009
of the Land Use/Entitlement Changes are being proposed by 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 Use/Entitlement Changes that were approved 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.
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 1: The Special Tax shall be levied Proportionately on each Parcel of Developed Property
within the CFD up to 100% of the Maximum Special Tax for each Parcel for such Fiscal
Year until the amount levied on Developed Property is equal to the Special Tax
Requirement prior 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
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 3: If additional revenue is needed after applying the first two steps, the Special Tax shall be
levied Proportionately on each Parcel of Association 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 4: If additional revenue is needed after applying the first three steps, 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. 03-1 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 owners or
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DOCSSn4107Mv 22925.0009
S
to a homeowners association, which shall then bill the individual fractional 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, 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
Year2039-2040.
G. EXEMPTIONS
Notwithstanding any other provision of this Rate and Method of Apportionment of Special Tax, no Special
Tax shall be levied on up to 30.31 Acres of Public Property. A separate amount of public acreage may be
exempted each time property annexes into CFD No. 03-1, and such additional exemption shall only apply to
property within the annexation area. A Special Tax may be levied on Excess Public Property pursuant to Step
4 of Section E; however, a public agency may require that the special tax obligation on land conveyed to it that
would be classified as Excess Public Property be prepaid pursuant to Section H below.
In addition, no Special Tax shall be levied in any Fiscal Year on(i)Golf Course Property, (ii)Rental Property,
(iii)Affordable Units,or(iv)Other Property unless the Parcel is determined to be Taxable Other Property.
H. PREPAYMENT 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 the Special 'fax 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 purposes 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$9,850,000 in 2003 dollars, which shall increase on
January 1, 2004, and on each January 1 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 Eneineerine News Record or other comparable source if the Eii ig neerin News
Record is discontinued or otherwise not available,or such lower number as shall be determined by the
TDPUD as sufficient to fund improvements that are authorized to be funded by the CFD. The Public
Facilities Requirements shown above may be adjusted or a separate Public Facilities Requirements
identified each time property annexes into CFD No. 03-1; 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.
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DOCSSFA 10700\22925.0009
"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 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 I by the then-current Expected Maximum
Special Tax Revenues for the CFD.
Step 3. Multiply the quotient computed pursuant 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
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DOCSS R4107Mv 22925.0009
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").
Step 11. 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 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 full prepayment that the partial prepayment represents, all as
determined by or at the direction of the Administrator.
I. 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.
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DOCSSR41070v6,22925.0009
ATTACHMENT
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
COMMUNITY FACILITIES DISTRICT NO. 03-1
(OLD GREENWOOD)
EXPECTED LAND USES AND
EXPECTED MAXIMUM SPECIAL TAX REVENUES
AT CFD FORMATION
Total Expected
Maximum Special Tax Maximum
Number of Per Unit/Acre for Special Tax
Expected Land Uses Expected Units/Acres Fiscal Year 2004-05* Revenues*
Single Family
Detached Property
and Single Family 104 Units $3,000 per SIT)Lot $312,000
Attached Property in
Zone 1
Single Family
Detached Property
and Single Family 154 Units $3,400 per SFD Lot $523,000
Attached Property in
Zone 2
Taxable Other
Property 0 Acres N/A $0
Total Expected Maximum Special Tax Revenues $835,000
Figures are shown in fiscal year 2004-05 dollars and will escalate two percent(2%)per year thereafter.
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DOCSSF\4107006 22925.0009
ATTACHMENT
IDENTIFICATION OF TAX ZONES
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OOCSSF,4102OW22925.0009
APPENDIX B
COMPLETE APPRAISAL
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DOCSSr4 107002292i.0009
APPENDIX C
GENERAL INFORMATION CONCERNING THE TOWN OF TRUCKEE
This appendix sets forth general information about the Town of Truckee ("Truckee') including
information with respect to its finances. The following 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 payable from any source other than the Net Taxes and amounts in
certain funds and accounts created by the Indenture.
Population
The January 2003 population for the Truckee community was estimated to be 14,850. Truckee has
experienced steady growth over the past decade. Population has increased by 158.8%since 1980, compared to
a 65.6% 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 2003
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°%u
1995........ ............. 11,318 11.8 85,933 9.5 31,711,000 6.6
1996.......................... 11.451 1.2 86,823 1.0 31,962,000 0.8
1997.......................... 11,880 3.6 87,744 1.1 32,452,000 1.5
1998......._................. 12,197 2.6 98,790 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 0.8
2003...... 14,850 LO 95,700 0.7 35,591,000 1.7
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 2002, this Labor market had a total civilian
employment of 48,500.
Services account for approximately 37% 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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DOCSSF,41070,6\2292>.0009
COUNTY OF NEVADA
Labor Force,Employment and Unemployment
Annual Averages from 1998 through 2002
Unemployment
Year Area Labor Force Employment Unemployment Rate
1998
Nevada 42,950 40,620 2,330 5.4
California 16,336,500 15,367,500 969,000 5.9
United States 137,673,000 13,463,000 6,210,000 4.5
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 1,650 3.6
California 17,090,800 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 3.0
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 46,300 2,200 4.5
California 17,404,600 16,241,800 1,161800 6.7
United States 144,863,000 136,485,000 8,378,000 5S
Source: California State Employment Development Department -
The following is a summary of average employment by industry in Nevada County during 1998
through 2002. This does not include self-employed persons, volunteer workers, unpaid family workers,
farmers,private household workers,or persons involved in labor-management disputes.
EMPLOYMENT BY INDUSTRY IN NEVADA COUNTY")
1998 1999 2000 2001 2002
Wage and Salary Employment(2):
Agriculture_......_.........._............._._._.._..-.. 130 150 90 80 too
Construction...................._._.._..............._.. 1,820 2,370 2,710 2,880 3,300
Manufacturing._..................._...._........___. 2,590 2.560 2,540 2,430 1,800
Transportation,Utilities_._.......................... 700 600 580 650 500
Wholesale Trade.............................._.._...... 590 670 690 610 500
Retail Trade.............................. ................. 5,880 6,120 6,260 6,310 4,300
Finance,Insurance,Real Estate................_ 1,290 1,310 1,410 1,500 2,200
Services........................._............................ 7,360 7,810 8,350 8,670 11,000
Government,Federal....................._._..._.... 470 460 480 430 400
Government,State and Local...................... 4,480 4,600 4,850 5,090 5,400
Total.................................._...._............... 25,340 26,660 27,970 28,720 29,500
o>Columns may not add to totals due to independent rounding.
12)Based on place of work.
Source: State Department of Employment Development.
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Commercial Activity
The following table indicates the history of taxable transactions for the County for the years 1997
through 2001.
COUNTY OF NEVADA
TAXABLE TRANSACTIONS
(in thousands of dollars)
1997 1998 1999 2000 21
Retail Stores:
Apparel Stores $ 15,097 $ 17,196 S 19,942 $ 20,939 $ 20,869
General Merchandise Stores 64,843 66,645 70,330 73,671 76,513
Specialty Stores 55,386 60,804 75,490 85,948 89,031
Food Stores 68,885 70,354 79,612 81,008 94,709
Packaged Liquor 1,977 2,231 2,446 2,481 2,174
Eating/Drinking Places 65,719 68,150 72.807 78,551 79,410
Home Furnishings&
Appliances 23,185 23,364 28,528 33,806 36,098
Building Materials&Farm
Implements 84,828 88,956 114,353 120,381 128,151
Auto Dealers&Auto Supplies 84,583 98,205 98,743 103,266 109,341
Service Stations 54.852 50,945 56,616 62 173 61,009
Retail Store Total S 519,355 $ 536,041 S 618,867 $ 662,224 $ 697,305
Business and Personal Services 32,915 37,320 43,312 49,776 49,508
All Other Outlets 208,852 204.778 249 589 285 050 273,109
Total All Outlets S 761,122 S 778,139 $ 911.768 S 997,050 S1,019,922
Number of permits 4,084 4,088 3,919 3,931 4,093
Source: State Board of Equalization.
Largest Employers
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,410700A22925.0009
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 FBI 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 1,520,772 551,999,317 4,621,491,730
1999 1,612,432 590,376,663 4,877,786,658
2000 1,823,279 652,190,282 5,230,824,904
2001 1,823,619 650,521,407 5,303,481,498
2002 1,986,273 647,879,427 5340,682,818
Source: "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 Nevada State of California United States
1998 35A33 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 42,484 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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DOCSSFIA 10700122925.0009
Construction
Housing unit and building permit data for the Truckee for the years 1998 through 2002 is summarized
below.
TOWN OF TRUCKEE
BUILDING PERMIT VALUATION
(as of December 31)
Industry 1998 1999 2000 2001 2002
Valuation(in thousands of dollars):
New Residential
Single $40,981 $47,532 $48,515 $30,858 $38,158
Multiple 1.508 2,580 8,265 2,793 16,195
Total New Residential $42,489 $50,113 $56,780 $33,651 $54,353
Number of New Housing Units:
Single 264 321 280 157 173
Multiple 20 31 92 30 144
Total Units 284 352 372 187 317
Source: Economic Sciences Corporation.
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DOCSSPA410700A22925M009
APPENDIX D
SUMMARY OF INDENTURE
D-1
DOCSSR41070v622925.0009
APPENDIX E
CONTINUING DISCLOSURE AGREEMENT OF THE DISTRICT
E-I
DOCSSFA 1070v6\22925.0009
APPENDIX F
CONTINUING DISCLOSURE AGREEMENT OF DEVELOPER
F-1
DOCSSFV410700"22925,0009
APPENDIX G
FORM OF OPINION OF BOND COUNSEL
[Delivery Date]
Board of Directors
Truckee Donner Public Utility District
11570 Donner Pass Road
Truckee,California 96160
Re: $ Truckee Donner Public Utility District Community Facilities District No. 03-1
(Old Greenwood)Special Tax Bonds
Dear Members of the Board of Directors:
We have examined the Constitution and the 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 Community Facilities District No. 03-1 (Old Greenwood)of the Truckee Donner Public Utility District(the
"District") and the authorization and issuance of the District's Special Tax Bonds 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 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 (comprising Chapter 2.5 of Part I of Division 2 of Title 5 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(the "Board") on (the "Resolution"), and a Trust Indenture,(the
"Indenture"), dated as of December 1, 2003, by and between the District and BNY Western Trust Company
(the"Trustee"). All capitalized terms not defined herein shall have the meaning set forth in the Indenture.
The Bonds are dated their date of delivery and mature on the dates and in the amounts set forth in the
Indenture. The Bonds bear interest payable semiannually on each March I and September 1, commencing on
March 1, 2004, 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 for 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 to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or transfer or other laws affecting creditors' rights generally 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. The Bonds are limited
obligations of the District but are not a debt of the PUD, the State of California or any other political
subdivision thereof within the meaning of any constitutional or statutory limitation, and, except for the Net
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DOCSSF1410700A22925.0009
Taxes, neither the faith and credit nor the taxing power of the PUD, the State of California, or any of its
political subdivisions is pledged for the payment thereof.
(2) The Indenture has been duly executed and delivered by the Board on behalf of 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. The Indenture is enforceable in accordance with its terns, except as the same may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws
affecting creditors' rights generally 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) will 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 Bond owner 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. Original issue discount that accrues for the Bond owner is
excluded from the gross income of such owner for federal income tax purposes, is not an item of tax
preference for purposes of calculating the federal alternative minimum tax imposed on individuals or
corporations (as described in paragraph(3)above)and is exempt from State of California personal income tax.
(6) 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.
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 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 such 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 has covenanted to comply with all such requirements. Except as set 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\4107M'22925.0009
Certain agreements, requirements and procedures contained or referred to in the Indenture, the Tax
Certificate executed by the District and other documents related to the Bonds may be changed and certain
actions may be taken or omitted, under the circumstances and subject to the terms and conditions set forth in
such documents. We express no opinion as to the exclusion from gross income for federal income tax
purposes of interest(and original issue discount) on any Bond if any such change occurs or action is taken or
omitted upon advice or approval of bond counsel other than Stradling Yocca Carlson &Rauth, a Professional
Corporation.
We are admitted to the practice of law only in the State of California and our opinion is limited to
matters governed by the laws of the State of California and federal law. We assume no responsibility with
respect to the applicability or the effect of the laws of any other jurisdiction and express no opinion as to the
enforceability of the choice of law provisions contained in the Indenture.
We express no opinion herein as to the accuracy, Completeness or sufficiency of the Official
Statement or other offering material relating to the Bonds and expressly disclaim any duty to advise the
Owners of the Bonds with respect to matters contained in the Official Statement or other offering material.
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. Our engagement as Bond Counsel with
respect to the Bonds terminates upon the issuance of the Bonds and 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).
Respectfully submitted,
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DOCSSF1,410700',22925.0009