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03-1 Official Statement
NEVI' ISSUE NO RATING BOOK-ENTRY ONLY SYSTEM Ira the opinion of Orrick, Flerrington & Sutcliffe, LIP, Bond Counsel, based upon mt murlgsis of existing tao-vs, regadatinns, n<tings, and coma decisions and nssumuzg (among other thlags} cornph~anee with certain covenants, interest on the Bwtds is excluded from gross ittcome for federal rm~ purposes and is esexnpt fiam Smte of California persona[ inewne taxes. ba the opinion of BwtA Counsef lore>rest as the Bonds is not n specific I preferuue item for purposes of the federal IrzdG~itnal and corporate alternnaive rninimutn tares, nlthvugh Botad ConnseC ohserces That such buerest is included is nAjasted ~rraort earnings to mfcerirriing fede~ai corporate otrernarive rrnnaimum Pasoble iacame. Bald Counsel expresses no opinion regarding gray oUaer tax ewuequeam-es ceased by the awnerslaip or disposition of or the acenmf or receipt of interest an, the bonds See "TAX '. NIA%TERS." $2,895,000 '', CITY OF BAKERSFIELD I ASSESSMENT DISTRICT NO. 03-1 ', (BRIGHTON PLACE/SILVER CREEK H) '. ~ LIMITED OBLIGATION ~IPROVEMENT BONDS ~. Dated: Date of Delivery Due: September 2, as shown below The Bonds described herein (the "Bonds") arc special, limited obligation bonds being issued by the City of Bakersfield, (:allComia (the j "City"), to finance the acquisition of certain public improvemenri specialty benefiting properties located wilbin the boundaries of the Ciiy's 1 Assessment District No. 03-1 (Brighton P(aeelSilver Creek II) (the "Assessment Distnd ). The Assessment District was formed and Lhc ~ acquisition of dte improvements will he undertaken as authorised under the provisions of the Munidpal Zmprovcment Act o[ 1913 (Division 12 oC the California Slrcets and Highways Code) and Section 13.08.070 0[ the Municipal Code oC the City. The Bonds are being issued pursuant tb the provisions of the Improvement Bond Act oC 7915 (Division ]0 of the California Streets and Highways Code) (lhc "1915 Act"). The Bonds arc issuable Duly as tally tegtsleted Bonds in the dcnommauon of $5,000 each or any Iola raI multiple thereof R'incipal, interest et maturity or upon earlier redemption, as applicable„ and prammm, tf any, wnh respua to the Bonds will be p'nyablc upon presentation and surrender thereof at the corporate trust office oI U.S. Bank National Association, the paying agent, togtstrar, and transfer agent for the Bonds (the "Paying Agent"), in St. Paul, Minnesota. Interest on the Bonds {other than the final payment of mierest, which is payable upon surrender oC the Bonds) will be payable from their date of delivery, aimmetxing September 2, 2004, and thereafter semiannually mt March 2 and September ,j 2 (each an "Interest Payment Datti') in each year by check of [hc Paying Agent mailed on each Inteest Payment Date to the persons in whose names such Bonds are registered at the close of business nn the fifteenth day of the calendar month immediately prior to an Interest Payment _ Date (or, in the case of an owner of at leas[ $1,06Q,000 in principal amount of the Bonds who so requests in writing prior to the close oI business on lho fifteenth day oC the month immediately preceding such interest Payment Date, by wire transfer). The Bonds wilt be issued initially in bookcntry only corm through the book-entry system of The Dcposhory'liust Company, New York, New York. See "BOOK-ENTRY ONLY SYSTEM." The Bonds are subject [o redemption on any Interest Payment Uatc in advance of maturity al the option of the City upon giving at load thirty (30) days prior notice; and upon ~ayment of Lhe principal thereof and interest awmcd thereon to the date of redemption, plus any applicable redemption prcmiwn, as metro Iu Iv described herein. Tlrc Term Bonds maturing on September 2, 2024 era also subject to mandatory redemption in part prirrr to their stated maturity, ac more fully dcseubed herein. Further development of parcels within the Asscssmenl Disu'icl, lransteis of properly ownership, and other similar circumstances could result in prepayment oC all or part oI the assessments. Such prepayment would result in redemption of a portion of the Bonde prior to their staled maturities. Under the: provisions of the 190 Act, installments of principal and interact suhicient to meet annual debt service requnements with respect w the Bonds shall be included on the regular Kam County tax bills sent to owners of property against which there are unpaid assessments. 17ta portion of the annual installments for the payment of principal of and inlerost nn the Bonds' is to be paid into the Redemption Ftmd, Lo be held by the Finance Director, and will be used to pay debt service on [he Bonds as it becomes due. ', To provide Funds for payment of the Bonds and the interest thereon as a result of any delinquent assessment installments, the City wilt establish a Special Reserve: Fund and deposit therein Bond proceeds in the original amount of $247,425. Additionally, the City has aovcnanted that, under certain circumstances, by no later than October ] in any year, it will file an anion in superior court to foreclose the lien on each delinquent assessment, as more particularly described herein. 1F A DELINQUENCY OCCURS IN THE PAYMEN`P OP ANY ASSESSMENT [NSTA LLMEN"f, THE CPI'Y WILL HAVE A DUTY ONLY 'r0 'TRANSFER INTO THE REDEMPTION FUND THE AMOUNT OF THE DELINOUENCY OUT OF THE SPECIAL RE- SERVEFUND. THIS DUTY OF THE CITY IS CONTINUING DURING THE PERIOD OF DELINOCIENCY, ONLY 70 THE EX'TENT' OF FUNDS AVAILABLE FROM 'FHE SPECIAL RESERVE FUND, UNTQ. REINSTATEMENT, RF_DF,MPTION, OR SALE OF THE ' DELINQUENT PROPERTY. THERE IS NO ASSURANCE THAT SUFFICIENT FCiNDS WILL BE AVAILABLE FROM THE SPECIAL. _ RESERVE FUND FOR THIS PURPOSE. THUS, [F, DURING THE PERIOD OF DELINQUENCY, THERE ARF, INSUFFICIENT AVAILABLE FCINDS, A DELAY MAY OCCUR IN PAYMENTS TO THE OWNERS OF THE BONDS. IN ACCORDANCE W[TH SECTION R769(b) OF THE 7975 ACf, '1'HF-, CITY HAS DETERMINED 'I'HA'1' I'T WILL NOT OBLIGATE ITSELF TO ADVANCE ~ FUNDS FROM ITS TREASURY TO CURE ANY DEFICIENCY IN THE REllEMYl'ION FUND. This cover page eontaias certain information for quick relcrencc: only. [t is not a summary n[ the issues Investors must read the entire OIIleial ~ Statement to obtain information essential la the making of an informed investment du;ision. I MATURTTY SCHEDULE $1,860,000 Serial bonds Mabnily Principal (nteruwt Mafarity Principal Interest (Sepfcmhcr 2) Amnvnt Ratc Poiee CUSP°t Na. (3ephmber ~) Amount Retc Price CUSIPO1 No. 2005 $ 90,090 2.500°l0 100.000°Z f1S7510WY1 2013 R12i600 52503f 10Qi100r7 057510XG9 2006 90),000 3.250 700.000 057510WZ3 2014 130,000 1375 100.000 057570XH7 2007 95,000 3.750 100.000 057510 XA2 2015 140,000 5.500 100.000 057510 X73 2008 100,0011 4200 700.000 057570 XBO 2016 145,000 5.600 100.000 057510 XKO 2009 105,000 4500 100.000 057510 XCF3 2017 155.1100 5.700 100.000 057510 XLS 2010 110,000 4.800 100A00 057510XD6 2018 7Ti5,000 5.300 100.000 057510XM6 207E 115,000 5.(!00 100.000 059510 XE4 2019 175,000 5900 100.000 057510 XN4 2012 120,000 5.125 700.000 057510 XF] $1,035,000 6.000°lo Term Bond Uue September 2, 2024-Price: ]00.000'Yo (CUSIP(° No. 0575]0 XP9) °~ Copyright 2064, American Bankers Association. CUSIP date herein is provided by Standard & Poors CUSIP Service Bureau, a division of'i'hc McG'aw-HIII t)ompanias, Inc. This data is not intended q~ cream a aalabasc ova does ant serve in any tvay as a suhstitutc for the CUSIP services. THE BONDS ARE NOT SF.CURF_D BY THE OENERAL TAXING POWER OF THE CITY, THE COUNTY OF KERN (THE "COUNTY"), THE S'L'ATE OF CALIFORNIA {THE "STATE"), OR ANY OTHER POLITICAL SUBDIVISION OF THE STATF_, ANll NEITHER THE CITY, NOR THE COLINCY, NOR THE STATE, NOR ANY OTHER POLITICAL SUBDIVISION OF THE STATE HAS PLEDGED ITS FULL FAITH AND CREDCT FOR THE YAYMENI' OF'I'HE BONDS. Tlae Bonds are behag ofFered when, as, and (/'issued by the Gfry aaui received by the Underwriter, subject ro prior cote o~nd fo the approca( of validity bV Orrick, Herruagton & Sntnliffe LIP, San Frarwtsco, Califarraia, Bond Cau+rseL mid the approval of certain nsarters for tine Crh~ ~y tlae Ciey Attorney of the City of Bakersfield. Certain other legal matters wifl be passed mr by Pi[Isbuty Winthrop LIP, Los Angeles, California, as rtisefosure cotaasel to the Coy- The Underwriter has been represented by legal conusel in conneciion with the preparation of this Official Suaremeat. [t is eupected tlaal the Boauts in definitive form wilt be available for delivery iaa New York, New York, on or nboaa June 2, 2004. Datna: May 19, 2004 UBS Financial Services Inc. ... . . .. ............ No dealer, broker, salesperson or other person has been authorized by the City or the Underwriter to give any information or to make any representations other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful far such person to make such offer, solicitation or sale. This Official Statement is not to be construed to be a contract with the purchasers of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly described herein, are intended solely as such and are not to be construed as representations of fact. The information set forth herein has been obtained from the City and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness, and it is not to be construed as a representation by the City. 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 will, under any circumstances, create any implication that there has been no change in the affairs of the City ar the Assessment District since the date hereof. 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 part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be repraduced or used, in whole or in part, for any other purpose. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, iN RELIANCE UPON AN EXEMPTION CONTAINED fN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. IN CONNECTION WITH THIS OFFERING,, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OP THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVALL IN THE OPEN MARKET. SUCH STABILIZING, [F COMMENCED, MAY BE DISCONTINUED AT ANY TIME. AREA MAP Oregon i-8 San Paoiiio Ooean The City of Bakersfield, California, the county seat of the County of Kern, is located at the southern end of California's San Joaquin Valley. Eakersfield is approximately 110 miles north of Los Angeles and 240 miles south of San Francisco. ~s Los Angeles Nevada NTY Meidco ~~ 1 CEI'Y OF BAI{ERSFIELD Mayor and City Council Harvey L. Hall, Mayor Irma Carson, Councilmember First Ward Susan M. Benham, Councilmember Second Ward Mike Maggard, Councilmember Third Ward David R. Couch, Vice Mayor, Councilmember Fourth Ward Hazold Hanson, Councilmember Fifth Ward Jacquie Sullivan, Councilmember Sixth Ward Mark C. Salvaggio, Councilmember Seventh Ward Ci Staff Alan Tandy, City Manager Virginia Geanazo, City Attorney Pamela A. McCarthy, Ciry Clerk Raul M. Rojas, Public Works Director Gregory J. Klimko, Finance Director BOND COUNSEL Orrick, Herrington & Sutcliffe LLP San Francisco, California ASSESSMENT ENGINEER Wilson & Associates Fresno, California PAYING AGENT, REGISTRAR, AND TRANSFER AGENT U.S. Bank National Association Los Angeles, Califomia PROPERTY APPRAISER Launer & Associates, Inc. Bakersfield, California DISCLOSURE COUNSEL Pillsbury Winthrop LLP Los Angeles, Califomia INTRODUCTORY STATEMENT TABLE OF CONTENTS ........................................... The Bonds ....................................................................... The Assessment District .................................................. Property Ownership ......................................................... Improvements .................................................................. Assessments ..................................................................... Appraisal ......................................................................... Security for the Bonds ..................................................... Reserve Fund ................................................................... Foreclosure ...................................................................... Assessment Delinquencies .............................................. Book-Entry Only System ................................................ Continuing Disclosure ..................................................... Forward-Looking Statements .......................................... Miscellaneous .................................................................. SOURCES AND USES OF FUNDS ...................................... TF~ BONDS .......................................................................... Purpose of the Bonds ....................................................... Authority for Issuance ..................................................... General ............................................................................ Page 1 ......1 ......1 ......1 ..............2 ..............2 ..............2 ..............2 ..............3 ..............3 ..............3 .............. 3 ..............4 ..............4 ..............4 ..............4 .............. 5 5 5 6 Transfer and Exchange of Bonds .................................................................................................................... ........6 Bonds Mutilated, Destroyed, or Lost .............................................................................................................. ........6 Redemption .................................................................................................................................................... ........7 Effect of Redemption; Defeasance ................................................................................................................. ........7 Refunding Bonds ............................................................................................................................................ ........8 Disposition of Surplus from the Improvement Fund ...................................................................................... ........8 Investment of Bond Proceeds...° .................................................................................................................... ........8 Security for the Bonds ...........................................................................:......................................................... .......9 Special Reserve Fund ..................................................................................................................................... ......10 Redemption Fund Deficiencies ....................................................................................................................... .....10 Covenant to Commence Superior Court Foreclosure ...................................................................................... ..... l l Priority of Lien ................................................................................................................................................ .....11 Tax Covenants ................................................................................................................................................. .....12 Debt Service Schedule ..................................................................................................................................... .....13 BOOK-ENTRY ONLY SYSTEM ......................................................................................................................... .....13 THE ASSESSMENT DISTRICT AND THE IMPROVEMENTS ........................................................................ .....15 General ............................................................................................................................................................ .....15 Description of the Community Areas and the Improvements ......................................................................... .....16 Estimated Improvement Costs ......................................................................................................................... .....17 Method of Assessment Spread ........................................................................................................................ .....19 OWNERSHIP AND PLANNED FINANCING AND DEVELOPMENT OF THE ASSESSMENT DISTRICT. .....20 Ownership of Property in the Assessment District ............................... ..... ...................................................... .....20 C&C Califomia ............................................................................................................................................... .....20 Development and Financing Plans .................................................................................................................. .....21 Assessment Roll .............................................................................................................................................. .....23 Utilities ............................................................................................................................................................ ..... 24 Flood and Earthquake Zones ........................................................................................................................... .....24 Zoning ............................................................................................................................................................. .....24 Tax Delinquencies ........................................................................................................................................... .....24 Environmental Review .................................................................................................................................... .....24 Bulls Value to Assessment Lien Ratio ............................................................................................................. .....25 Direct and Overlapping Debt ..................................................................................................................... ...........27 SPECIAL RISK FACTORS ............................................................................................................................. ...........28 General ...................................................................................................................................................... ........... 28 Risks of Real Estate Secured Investments Generally ................................................................................ ...........28 Availability of Funds to Pay Delinquent Assessment Installments ........................................................... ...........28 Hazazdous Substances ............................................................................................................................... ...........29 Endangered and Threatened Species ......................................................................................................... ...........29 Factors Which May Affect Land Development ......................................................................................... ...........30 Private Improvements; Increased Debt ...................................................................................................... ...........30 Subordinate Debt; Payments by FDIC and other Federal Agencies .......................................................... ...........30 Property Values ......................................................................................................................................... ...........31 Concentration of Ownership ...................................................................................................................... ...........31 Tax Delinquencies ..................................................................................................................................... ...........32 Limited Obligation of the City Upon Delinquency ................................................................................... ...........32 Bankruptcy and Foreclosure ...................................................................................................................... ...........32 Economic, Political, Social and Environmental Conditions ...................................................................... ...........33 Articles XIIIA and 7~ of the California Constimtion ........................................................................... ...........34 Articles XIQC and XIlB~ of the California Constitution ........................................................................... ...........35 Future Ini6atives ........................................................................................................................................ ...........36 Covenant to Commence Superior Court Foreclosure ................................................................................ ...........36 Price Realized Upon Foreclosure .............................................................................................................. ...........37 Priority of Lien ..............................................................................................:........................................... ...........37 Refunding Bonds ....................................................................................................................................... ...........38 Absence of Market for Bonds .................................................................................................................... ...........38 Loss of Tax Exemption ............................................................................................................................. ...........38 ENFORCEABILITY OF REMEDIES ............................................................................................................. ...........38 ABSENCE OF MATERIAL LITIGATION ..................................................................................................... ...........39 CERTAIN INFORMATION CONCERNING THE CITY .............................................................................. ...........39 TAX MATTERS .............................................................................................................................................. ...........39 APPROVAL OF LEGALITY .......................................................................................................................... ...........40 UNDER WRTPING ........................................................................................................................................... ........... 40 NO RATING ...................................................:................................................................................................ ...........40 CONTINUING DISCLOSURE ...............................................................:........................................................ ...........40 MISCELLANEOUS ......................................................................................................................................... ........... 40 APPENDIX A -CITY OF BAKERSFIELD ECONOMIC, FINANCIAL, AND DEMOGRAPHIC INFORMATION ............................................................................... ..............A-1 APPENDIX B -APPRAISAL ..................................................................................°--............................... ..............B-1 APPENDIX C -FORM OF OPINION OF BOND COUNSEL .................................................................. .............. C-1 APPENDIX D -ASSESSMENT DIAGRAM ............................................................................................. ..............D-1 APPENDIX E -ASSESSMENT ROLL AND VALUE-TO-LIEN DATA ................................................. .............. E-1 APPENDIX F -CONTINUING DISCLOSURE CERTIFICATES ............................................................ .............. F-1 OFFICIAL STATEMENT $2,895,000 CITY OF BAKERSFTELD ASSESSMENT DISTRICT N0.03-I (BRIGHTON PLACE/SILVER CREEK II} LIlIHTED OBLIGATION IMPROVEMENT BONDS IlVTRODUCTORY STATEMENT THIS BV'1'RODUCTORY STATEMENT IS SUBJECT IN ALL RESPECTS TO THE MORE COMPLETE INFORMATION IN THIS OFFICIAL STATEMENT, INCLUDING THE COVER PAGE AND APPENDICES HERETO, AND TTY OFFERING OF THE BONDS TO POTENTIAL INVESTORS IS MADE ONLY BY MEANS OF TIC ENTIRE OFFICIAL STATEMENT. The Bonds The purpose of this Official Statement, which includes the cover page and the appendices hereto, is to set forth certain information concerning the issuance and sale by the City of Bakersfield, California {the "City"), of $2,895,000 in principal amount of its City of Bakersfield, Assessment District No. 03-1 {Brighton PlacelSilver Creek II), Limited Obligation Improvement Bonds (the "Bonds"), for Assessment District No. 03-1 (Brighton Place/Silver Creek II) (the "Assessment District"). The Bonds aze issued pursuant to the Improvement Bond Act of 1915, being Division 10 of the California Streets and Highways Code {the "1915 Act"), the Charter and Municipal Code of the City, and Resolution No. 174-04, adopted by the City Council of the City (the "City Council") an Apri128, 2004 {the "Bond Resolution"}. The Assessment District The Assessment District was formed and the assessments have been levied in accordance with the Municipal Improvement Act of 1913, being Division 12 of the California Streets and Highways Code (the "1913 Act") and Section 13.08.070 of the Municipal Code of the City. Proceedings for the formation of the Assessment District were commenced by the City Council pursuant to a property' owner petifion filed by Castle & Cooke California, Inc., a California corporation ("C&C California"), as the owner at the date of the filing thereof of more than 60% of the assessable land within the Assessment District. See "OWNERSHIP AND PLANNED FINANCING AND DEVELOPMENT OF THE ASSESSMENT DISTRICT." The Assessment District is comprised of two separate Cammunity Areas in northwest and southwest Bakersfield that are identified as {i) the Brighton Place Area and (ii) the Silver Creek II Area (collectively, the "Community Areas"). The Assessment District boundaries are shown on the assessment diagram, a copy of which is attached hereto as APPENDIX D. For a further description of the Assessment District and the Community Areas, see "THE ASSESSMENT DISTRICT AND THE IMPROVEMENTS -General." Property Ownership C&C California owned 100% of the assessed property in the Assessment District prior to the recording of the notice of assessment and currently owns approximately 80% of the assessed property in the Assessment District. C&C California is developing the Community Areas, which Community Areas will, mgether, bear 100% of the total assessment lien. The property within the Assessment District is involved in various stages of the land development process. See "OWNERSHII' AND PLANNED FINANCING AND DEVELOPMENT OF THE ASSESSMENT DISTRICT" for a description of the planned development of the respective Community Areas. Improvements Proceeds from the sale of the Bonds issued pursuant to the Assessment District proceedings will be used to finance (i} the acquisition of certain public infrastmctuce improvements for each of the two Community Areas, which improvements will be owned by the City and operated and maintained by the City (collectively, the "Improvements"); (ii) the cost to pay off existing pazcel assessments in the Silver Creek II Area confirmed pursuant to City of Bakersfield Assessment District No. 94-3 (Silver CreektBrimhall North/Seven OakslSouth Laurelglen) ("AD 94-3") and in the Brighton Place Area confnmed pursuant to City of Bakersfield Assessment District No. 96-1 (Brimhall II, Spring Meadows, Fairways, and Campus Pazk) ("AD 96-1"}; and (iii} the payment of certain incidental costs and expenses related to the acquisition of the Improvements, the Assessment District proceedings, and the Bond issuance, including the establishment of a Special Reserve Fund for the Bonds and the funding of capitalized interest on the Bonds through September 2, 2004. For a further descripflon of the Community Areas and the Improvements, see "THE ASSESSMENT DISTRICT AND TIC IMPROVEMENTS -Description of the Community Areas and the hrrprovements." The Improvements are proposed to be fmanced by the City in accordance with the terms and conditions of Acquisition and Disclosure Agreement No. 03-082, effective Apri130, 2003, between the City and C&C California (the "C&C California Acquisition Agreement"), and, upon their completion, are proposed to be acquired by the City using funds provided through the Assessment District proceedings. Assessments The land within each of the iwo respective Community Areas in the Assessment District specially benefited by the Improvements has been assessed to pay the estimated cost of the Improvements and certain financing costs related thereto. See "THE ASSESSMENT DISTRICT AND THE ]MPROVEMENTS -Estimated Improvement Costs." The City Council, pursuant to Resolution No. 173-04, adopted on April 28, 2004, confumed the amount of assessments remaining unpaid for the Assessment District in the aggregate amount of $3,080,000. The Bonds are secured by the assessments as hereinafter described under the heading "THE BONDS -Security for the Bonds." The total assessment lien is greater than the aggregate principal amount of the Bonds being issued due to a decrease in the amount of capitalized interest required with respect to the Bonds. Appraisal An appraisal dated as of March 24, 2004 (the "Appraisal"}, of the property within the Assessment District that is subject to the lien of the assessments has been prepared for the City by Lauver & Associates, Ina, Bakersfield, California (the "Appraiser"). The assumptions and limitations regarding the appraised valuations are set forth in the Appraisal, which is attached hereto as APPENDIX B. Certain considerafions relating to the Appraisal are discussed under the heading "SPECLAL RISK FACTORS." See also "OWNERSHIP AND DEVELOPMENT OF THE ASSESSMENT DISTRICT -Appraised Value to Lien Ratio." The complete Appraisal is on file with the City. The City makes no representations as to the accuracy or completeness of the Appraisal. See APPENDIX E for a listing of the ratio of the appraised value of each assessed parcel to the amount of the assessment lien against such pazcel. The appmised values of the Assessment District property reflected in the Appraisal have been determined assuming, among other things, the completion of the Bond-fmanced Improvements. See "THE ASSESSMENT DISTRICT AND THE IMPROVEMENTS -Description of the Community Areas and the Improvements" and "OWNERSHIl' AND PLANNED FINANCING AND DEVELOPMENT OF THE ASSESSMENT DISTRICT" for descriptions of the plans of C&C California for the development of the property within the Assessment District. Security for the Bonds The Bonds are issued upon and secured by the unpaid assessments and, together with interest thereon, wnstitute security for the redemption and payment of the principal of the Bonds and the interest thereon. All fire Bonds are secured by the moneys in the Redemption Fund created pursuant to the Assessment District proceedings and by the unpaid assessments levied to provide for payment of said acquisition of the Improvements, and, including principal and interest, are payable exclusively out of the Redemption Fund. The unpaid assessments represent fixed liens on the pazcels of land assessed under the proceedings. They do not, however, constitute the personal indebtedness of the owners of said parcels. Under the provisions of the 1915 Act, assessment installments sufficient to meet annual debt service on the Bonds aze to be collected on the regular Kern County tax bills sent to owners of property within the Assessment District against which there aze unpaid assessments. These annual installments are to be paid into the Redemption Fund, which will be held by the Finance Director and used to pay Bond principal and interest as they become due. The installments billed against each parcel of property each year represent a pro rata share of the total principal and interest coming due that year, based on the percentage which the unpaid assessment against that property bears to the total of unpaid assessments within the Assessment District. The Bonds are not secured by the general taxing power of the City, the County of Kern (the "County"), the State of California (the "State"), or any other political subdivision of the State, and neither the City, nor the County, nor the State, nor any other political subdivision of the State has pledged its full faith and credit for the payment of the Bonds. Reserve Fund The City will establish a Special Reserve Fund (the "Special Reserve Fund") in the amount of $247,425 from Bond proceeds, which amount will be transferred to the Redemption Fund in the event of delinquencies in the payment of the assessment installments to the extent of such delinquencies. The Special Reserve Fund will be maintained, from assessment installment payments and from proceeds of redempfion or sale of parcels with assessment delinquencies, in an amount equal to the least of (i) 10% of the proceeds of the Bonds, (ii) the maximum annual debt service on the Bonds, or (iii) 125% of the average annual debt service on the Bonds, less any amounts transferred to the Redemption Fund when assessments are paid following the issuance of the Bonds, as determined from time to time (the "Reserve Requirement"). See "THE BONDS -Special Reserve Fund." Foreclosure The City has covenanted that it will, no later than October 1 in any yeaz, file an action in the Superior Court of the County to foreclose the lien on each delinquent assessment if (i) the sum of uncured assessment delinquencies for the preceding fiscal year exceeds 5% of the assessment installments posted to the tax roll for that fiscal yeaz and (ii) the amount in the Special Reserve Fund is less than the Reserve Requirement. See "THE BONDS -Covenant to Commence Superior Court Foreclosure" and "SPECIAL RISK FACTORS -Covenant to Commence Superior Court Foreclosure." Assessment Delinquencies If a delinquency occurs in the payment of any assessment installment, the City has a duty to transfer into the Redemption Fund the amount of the delinquency out of the Special Reserve Fund. This duty of the City is continuous during the period of delinquency, until reinstatement, redemption, or sale of the delinquent property. There is no assurance that funds will be available for such purpose and if, during the period of delinquency, Urere aze insufficient moneys in the Special Reserve Fund, a delay may occur in payments to the owners of the Bonds. As authorized by the 1915 Act, the City has elected not to obligate itself to advance available funds from its treasury to cure any deficiency which may occur in the Redemption Fund by reason of the failure of a property owner to pay an assessment instalment when due. If there are additional delinquencies after depletion of funds in the Special Reserve Fund, the City is not obligated to transfer into the Redemption Fund the amount of such delinquencies out of any other available moneys of the City. Book-Entry Only System The Bonds will be initially issued and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Payment of principal of and interest on the Bonds to the Beneficial Owners (as defined below) will be made in accordance with the procedures of DTC, described below. See "BOOK-EN'T'RY ONLY SYSTEM." Continuing Disclosure The City and C&C Califomia have each covenanted in its respective Continuing Disclosure Certificate for the benefit of Bondholders to provide an annual or semi-annual report, as applicable, containing certain financial information and operating data relating to the Assessment District and the property hr the Assessment District and to provide notices of the occuaence of certain enumerated events, if material. The form of such Continuing Disclosure Certificate is attached hereto as "APPENDDC F -CONTINUING DISCLOSURE CERTIFICATES." Thew covenants have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5), as it may be amended from time to time. See "CONTBJT_TING DISCLOSURE." Forward-Looking Statements This Official Statement contains statements relating to future results that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. When used in this Official Statement, the words "estimate," "forecast," "intend," "expect" and similar expressions identify forward-looking statements Such statements aze subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forwad-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may I occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. See also "SPECIAL RISK FACTORS" herein. Miscellaneous Set forth herein are brief descriptions of the Bonds, the Assessment District, the Community Areas, the Improvements, the City, the Bond Resolution, C&C California, and certain other matters. Such descriptions and the discussions and informafion contained herein do not purport to be comprehensive or definitive. All references in this Official Statement to documents, the Bonds, and the Assessment District proceedings aze qualified in thew entirety by references to such documents and the City's resolutions setting forth the terms and descriptions thereof. Copies of the Bond Resolution and other documents described in this OfScial Statement may be obtained from the City. The City's address for such purpose is: City of Bakersfield, 1501 Truxtun Avenue, Bakersfield, Califomia 93301, Attention: Finance Duector; telephone number (661) 326-3030. SOURCES AND USES OF FUNDS The proceeds of the sale of the Bonds will be deposited with the Finance Director in trust pursuant to the teens of the Bond Resolution in the amounts set forth below. The moneys in the Improvement Fund established for the Bonds will be used to acquire or otherwise finance the Improvements, to pay off existing pazcel assessments in the Silver Creek II Area confirmed pursuant to AD 94-3 and in the Brighton Place Area confirmed pursuant to AD 96-1, and to pay certain costs associated with the issuance and delivery of the Bonds. A portion of the net proceeds of the Bonds will be deposited in the Special Reserve Fund. Capitalized interest on the Bonds from their dated date to September 2, 2004, will be deposited into the Redemption Fund [Remainder of Page Intentionally Left Blank] The estimated sources and uses of funds for the Bonds are summarized as follows: Sources of Funds Principal Amount of Bonds $2.895,000.00 Total $2,895,000.00 Uses of Funds Improvement Fund $2,572,626.87 i'~ Special Reserve Fund 247,425.00 Redemption Fund 38,760.63 <zy Underwriter's Discount 36,187.50 Total $2,895,000.00 (1) Includes costs of issuanoe of approximately $229,631,12. (2} Represents capitalized interest on the Bonds from their dated date to September 2, 2004. THE BONDS Purpose of the Bonds Proceeds from the sale of the Bonds will be used to fmance (i) the Improvements, which aze comprised of the acquisition and/or construction of certain public improvements within Ure two Community Areas, (ii) the cost to pay off existing pazcel assessments in the Silver Creek II Area confirmed pursuant to AD 94-3 and in the Brighton Place Area confirmed pursuant to AD 96-1, and (iii) dre payment of certain incidental costs and expenses related to the acquisition of the Improvements, the Assessment District proceedings, and the Bond issuance, including the establishment of a Special Reserve Fund for the Bonds and the funding of capitalized interest on the Bonds through September 2, 2004. For a description of the Improvements, see "THE ASSESSMENT DISTRICT AND THE IMPROVEMENTS -Description of the Community Areas and the Improvements." Authority for Issuance The Assessment Disirict proceedings aze being conducted pursuant to the 1913 Act, Section 13.08.070 of the Municipal Code of the City, and a Resolution of intention No. 1296, adopted by the City Council of the City on April 3Q, 2003. The Bonds, which represent the unpaid assessments levied against privately owned property in the Assessment District, are issued pursuant to the provisions of the 1915 Act and the Bond Resolution approving the issuance of the Bonds under the 1915 Act and the teens thereof. In the proceedings being used by the City for the Assessment District, all costs either are estimated or aze ascertained prior to the construction or acquisition of the improvements, right-of-way, or property involved. Under such proceedings, ffie assessments are then levied, cash collections are made, and bonds are sold to represent unpaid assessments. The money obtained from cash collections and bond proceeds is used by the City in payment for the improvements to be acquired, for the property or rights-of--way (if any) to be acquired, and for incidental expenses and expenses of the Bond issue. C&C Califomia waived the cash collection period and no such cash collections were made. Assessment district proceedings can be initiated by either a petition or by the City Council without a petition. A petition filed with the City Council and signed by C&C California, the owner of more than 60% of the assessable land within the Assessment District at the time of such filing, initiated the proceedings for the Assessment District. The property owner petition was accepted by resolution of the City Council adopted on Mazch 26, 2003. After the proceedings were initiated, Wilson & Associates, Fresno, California {the "Assessment Engineer"), prepared a written report, which contains, among other things, the list of improvement costs and the amount of the assessments to be ]evied against the parcels in the Assessment District. The assessments were levied on the basis of the special benefit to be derived by such parcels from the Improvements. (See "THE ASSESSMENT DISTRICT AND THE IIvIPROVEMENTS - Method of Assessment Spread.") The Assessment Engineer's written report was filed with the City Clerk on June 27, 2003, and was approved by the City Council in preliminary form on July 9, 2003. The Assessment Engineer's written report in final form was filed with the City Clerk on September 12, 2003. The public hearing required by law was held on September 24, 2003. The property owners in the Assessment District had the right to protest the levy of the proposed assessments in writing prior to or at the commencement of the hearing and to be heazd at the hearing. No such protests were made. In accordance with Article XITID of the State Constitution, the property owners were also requested to submit ballots, weighted according to the proportional fmancial obligation of the affected property, in favor of or opposifion to the assessment. All ballots submitted by property owners were in favor of the assessment. See "SPECIAL RISK FACTORS -Articles XIIIC and XIIID of the California Constitution." Upon conclusion of the hearing, the City Council tabulated the ballots and adopted its resolution confnming the assessments and ordering the acquisition of improvements. The assessments confirmed by the City were based on the improvement costs listed in the Assessment Engineer's fmal written report (the "Engineer's Report"). After confirmation, the assessments became liens against the assessed parcels by recordation of a notice of assessment. The properly owners in the Assessment District waived published and mailed notice of the opportunity to pay all or a portion of the assessments in cash within thirty (30) days of the recording of the assessments, which recording was made in the Office of the Superintendent of Streets on September 25, 2003, and in the Office of the County Recorder on September 30, 2003. No cash payments were made by the property owners. General The Bonds will be issued in fully registered form, without coupons, in the denomination of $5,000 each or in any integral multiple thereof. The Bonds will be dated the date of delivery, and will bear interest at the rates per annum, will mature on the dates (each a "Principal Payment Date"), and will mature in the amounts set forth on the front cover pages of this Official Statement. Interest on the Bonds is payable on September 2, 2004, and thereafter semiannually on March 2 and September 2 (each an "Interest Payment Date"). Principal, interest at maturity or upon earlier redemption, if applicable, and premium, if any, with respect to the Bonds will be payable at the corporate trust office of U.S. Bank National Association, as paying agent, registrar, and transfer agent (the "Paying Agent"), in St. Paul, Minnesota, upon presentation and surrender of the Bonds. Interest (other than at maturity or upon earlier redemption) on the Bonds will be payable by check of the Paying Agent mailed on each Interest Payment Date to the owners of record at the addresses shown on the registration books maintained by the Paying Agent for such purposes (the "Registration Books"} as of the fifteenth day of the month immediately prior to an Interest Payment Date (or, in the case of an owner of at least $1,000,000 in principal amount of the Sands who so requests in writing prior to the close of business on the fifteenth day of the month immediately preceding such Interest Payment Date, by wire transfer). Transfer and Exchange of Bonds Any Band may be transferred or exchanged upon surrender of such Bond for cancellation, accompanied by delivery of a written instnnuent of transfer or authorization for exchange, duly executed in a form approved by the Paying Agent. The Paying Agent shall not be obligated to make any transfer or exchange of any Bond during the period commencing with the fifteenth day of the month immediately preceding each Interest Payment Date and ending on such Interest Payment Date. The City may require the Bond Owner requesting such transfer or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer or exchange. Bouds Mutilated, Destroyed, or Lost If any Bond becomes mutilated, the City, at the expense of the Owner of such Bond, will execute, and the Paying Agent will authenticate and deliver, a new Bond in exchange and substitution for the Bond so mutilated, but ordy upon surrender by the owner of the Bond so mutilated. Every mutilated Bond so surrendered will be canceled. If any Bond becomes lost or destroyed, evidence of such loss or destmction may be submitted to the City and, if such evidence is approved by the City and indemnity satisfactory to the City is given, the City, at the expense of the Owner, will execute, and the Paying Agent will authenticate and deliver, a new Bond in lieu of and in replacement for the Bond so lost or destroyed. The owner must pay all costs of issuance of the new Bond. Redemption Optional Redemption and Prepayment of Bonds. Any Band or portion thereof in the amount of $5,000 or any integral thereof outstanding may be called for redemption prior to maturity on any Interest Payment Date upon payment of the principal, plus accmed interest to the date of redemption, together with a redemption premium (calculated as a percentage of the par value of Bonds being redeemed) as set forth in the following table: Redemption Dates (March 2 and September 21 Redemption Premium September 2, 2004 through September 2, 2014 3.0°l0 March 2, 2015 and September 2, 2015 2.0°l0 March 2, 2016 and September 2, 201b 1.0% March 2, 201'7 and thereafter 0.0% No interest will accrue on a Bond beyond the Interest Payment Date on which said Bond is called for redemption. Notice of redemption must be given to the registered owner of the Band by registered or certified mail or by personal service at least thirty (30) days prior to the redemption date, as provided in the 1915 Act. 1n accordance with the 1915 Act, the Finance Director will select Bonds for redemption in such a way that the ratio of outstanding Bonds to issued Bonds will be approximately the same in each annual series insofar as possible. Within each annual series, Bonds shall be selected for redemption by lot. Further development of the pazcels in the Assessment District, a transfer of property ownership, and other similar circumstances could result in prepayment of all or part of the assessments. Such prepayment would result in redemption of a portion of the Bonds prior to dteir stated maturities. Mandatory Redemption of Term Bonds The Bonds maturing on September 2, 2024 (the "Term Bonds"), aze subject to mandatory advance redemption in part prior to their stated maturity, as authorized under the Bond Resolution. The redemption shall occur on September 2 in the following yeazs and in the following principal amounts, together with interest accrued on such amounts to the date fixed for redemption, and shall be without premium: Year Principal Amount 2020 $185,000 2021 195,000 2022 205,000 2023 220,000 2024 {maturity} 230,000 If the Bonds aze redeemed in part, as described under the subheading "Optional Redemption and Prepayment of Bonds" above, the principal of the Term Bonds to be redeemed on each of the payment dates set forth above shall be modified by deducting the principal amount of the Bonds redeemed in $5,000 increments as proportionally as practicable from the principal amounts set forth above. Effect of Redemption; Defeasance From and after the date fixed for redemption pursuant to the Bond Resolution, if funds available for the payment of the principal of and interest (and redemption premium, if any) on the Bonds or pardon of Bonds so called for redemption have been duly provided, then Bonds or portion of Bonds so called for redemption will become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price or interest) such Bonds or portions of Bonds shall be defeased and shall cease to be entitled to any benefit or security under the Bond Resolution (other than the right to receive payment of the redemption price and interest) and shall cease to bear interest. Receipt of notice of redemption by the owner of a Bond shall not be a condition precedent to redemption and failure by the owner of a Bond to actually receive such notice of redemption shall not affect the validity of the proceedings for the redemption of such Bond or the cessation of interest. Refunding Bonds Pursuant to dte Refunding Act of 1984 for 1915 Improvement Act Bonds (Division 11.5 of the Cahfomia Streets and Highways Code), the City may issue refunding bonds for the purpose of redeeming the Bonds. The City may issue and sell refunding bonds without giving notice to and conducting a hearing for the owners of property in the Assessment District, or giving notice to the owners of the Bonds, if the City Council finds that: (A) Each estimated annual installment of principal and interest on the reassessment to secure the refunding bonds is less than the conespondmg annual installment of principal and interest on the portion of the original assessment being superseded and supplanted by the same percentage for all subdivisions of land within the Assessment District. Any amount added to the annual installnents on the reassessment due to a delinquency in payment on the original assessment need not be considered in this calculation; (B) The number of years to maturity of all refunding bonds is not more than the number of years to the last maturity of the Bonds; and (C} The principal amount of the reassessment on each subdivision of land within the Assessment District is less than the unpaid principal amount of the portion of the original assessment being superseded and supplanted by the same percentage for each subdivision of land within the Assessment Mstrict. Any amount added to a reassessment because of a delinquency in payment on the original assessment need not be considered in this calculation. Upon issuing refunding bonds, the City Council could require that the Bonds be exchanged for refunding bonds on any basis which the City Counci] determines is for the City's benefit, if the Bondowners consent to the exchange. As an alternative to exchanging the refunding bonds for the Bonds, the City could sell the refunding bonds and use the proceeds to pay the principal of and interest and redemption premium, if any, on the Bonds as they become due, or advance the maturity of the Bonds and pay the principal of and interest and redemption premium thereon. Disposition of Surplus from tle Improvement Fund The amount of any surplus remaining in the Improvement Fund after completion of the acquisition of the hnprovements and payment of all clahns shall be applied as a credit to the assessments or to call Bonds, all as provided in the 1413 Act. Investment of Bond Proceeds Moneys held in the hnprovement, Redemption, and Special Reserve Funds created pursuant to the Bond Resolution shall be invested by the Finance Director in accordance with generally applicable City investment policies, subject to State law and federal tax regulations governing the investment of tax-exempt bond proceeds. Investment income on moneys in the Redemption Fund shall be retained therein. Proceeds of the investment of amounts in the Improvement Fund and the Special Reserve Fund will be deposited into an Investment Earnings Fund, to be established and maintained by the Finance Director. Moneys in the Investment Earnings Fund will be rebated, to the extent required by law, to the federal government. To the extent that moneys in the Investment Earnings Fund are not required for rebate to the federal government, as determined by the Finance Director as of Jrme 30 of each year, such moneys shall be transferred to the Special Reserve Fund until the balance therein is equal _ _ _. to the Reserve Requirement. The remaining balance, if any, in the Investment Emnings Fund will be transfened, first, to the Improvement Fund until the Improvements are completed and such fund is closed and, thereafter, to the Redemption Fund to be used, in the discretion of the Finance Director, as a credit upon the annual installments of assessments or for the advance retirement of Bonds. Security for the Bonds The Bonds are issued upon and secured by the unpaid assessments against the property in the Assessment District, together with interest thereon, and said unpaid assessments, together with interest thereon, constitute security for the redemption and payment of the principal of the Bonds and the interest Urereon. The Bonds are further secured by the moneys in the Redemption Fund and the Special Reserve Fund created pursuant to the Assessment District proceedings. Principal of and interest and redemption premiums, if any, on the Bonds are payable exclusively out of the Redemption Fund. The assessments and each installment thereof and any interest and penalties thereon constitute a lien against the parcels of land on which the assessments are levied until the same aze paid. Such lien is subordinate to all fixed special assessment liens previously imposed upon the same property, but has priority over all existing and future private liens and over all fixed special assessment liens that may thereafter be created against the property. Such lien is co-equal to and independent of the lien for general property taxes and special taxes, including, without limitation, special taxes created pursuant to the "Mello-Roos Community Facilities Act of 1982" (being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California) (the "Mello-Roos Act"), whenever created against the property. Upon the issuance of the Bonds, none of the property in the Assessment District will be subject to any other special assessment lien created under the 1913 Act. The Silver Creek II Area is currently subject to an existing AD 94-3 assessment and the Brighton Place Area is currently subject to an existing AD 96-1 assessment; however both such assessments will be paid in full upon the issuance of the Bonds from a portion of the proceeds thereof. The property within the Brighton Place Area is subject to an existing special tax lien created by Community Facilities District No. 92-1 of the RNR School Financing Authority ("RNR CFD No. 92-1") pursuant to the Mello- Roos Act. The property within the Silver Creek II Area is subject to an existing special tax lien created by Community FacIlifies District No. 96-1 of the Lakeside Union Elementary School District ("Lakeside CFD No. 96- 1) pursuant to the Mello-Roos Act. The amount of special taxes, if any, to which property within RNR CFD No. 92- 1 or Lakeside CFD No. 96-1 is subject varies based upon the zoning, the enfitlements, and the type and level of development of such property. See "TFJE BONDS -Priority of Lien." The Bonds are not secured by the general taxing power of the City, the County, the State, or any other political subdivision of the State, and neither the City, nor the County, nor the State, nor any other political subdivision of the State has pledged its full faith and credit for the payment thereof. Although the unpaid assessments constitute fixed liens on the parcels assessed, they do not constitute the personal indebtedness of the owners of said parcels. Furthermore, there can be no assurance as to the ability or the willingness of such owners to pay the unpaid assessments. In addition, there can be no assurance that the present owners will continue to own all or any of said parcels. The unpaid assessments will be collected in annual installments, together with interest on the declining balance, on the County tax roll on which general taxes on real property aze collected, and aze payable and become delinquent at the same time and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do said general taxes. Notwithstanding the City's covenant to commence foreclosure proceedings in connection with delinquent assessments, the property upon which the assessments were levied is subject to the same provisions for sale and redemption as aze properties for nonpayment of general taxes. The annual assessment installments are to be paid into the Redemption Fund, which will be held by the Finance Duector and used to pay the principal of and interest on the Bonds as they become due. The installments billed against all of the parcels of property in the Assessment District subject to the assessments will be equal to the total principal and interest coming due on all of the Bonds that year, plus, with respect to each parcel in the Assessment District, an additional amount to cover the administrative charges of the City. Special Reserve Fund Out of the proceeds of the sale of the Bonds, the City Council will set aside into a Special Reserve Fund the amount of $247,425. The Special Reserve Fund will be maintained, from assessment installment payments and from proceeds of redemption or sale of pazcels with assessment delinquencies, in an amount equal to dre least of (i) 10% of the proceeds of the Bonds, (ii} the maximum annual debt service on the Bonds, or (iii} 125% of the average annual debt service on the Bonds, less any amounts transferred to the Redemption Fund when assessments are paid following The issuance of the Bonds, as determined from time to time {the "Reserve Requirement"). The Special Reserve Fund will constitute a tmst fund for the benefit of the owners of the Bonds. The Special Reserve Fund will be maintained, used, transferred, reimbursed, and liquidated as follows: (a} Whenever there are insufficient funds in the Redemption Fund to pay the next maturing installment of principal of or interest on the Bonds, an amount necessary to make up such deficiency will be fransferred from the Special Reserve Fund, to the extent of available funds, to the Redempticn Fund The amounts so advanced will be reimbursed from the proceeds of redemption or sale of the parcel for which payment of delinquent installments of the assessments and interest thereon has been made from the Special Reserve Fund. In the event that the Special Reserve Fund is completely depleted from such advances prior to reimbursement from resales of property or delinquency redemptions, payments to the owners of the Bonds will be dependent upon reimbursement of the Special Reserve Fund. (b) If any assessment or any portion thereof is prepaid prior to the final maturity of the Bonds, the amount of principal of the assessment to be prepaid will be reduced by an amount which is in the same ratio to the original amount of the Special Reserve Fund as the original amount of the prepaid assessment bears to the total original amount of unpaid assessments originally securing the Bonds. The reduction in the amount of principal prepaid shall be compensated for by a transfer of like amount from the Special Reserve Fund to the Redemption Fund. {c) All proceeds from the investment of moneys in the Special Reserve Fund will be deposited into an Investment Earnings Fund, to be established and maintained by the Finance Director. Moneys in the Investment Earnings Fund will be rebated, to the extent required by law, to the federal government. To the extent that moneys in the Investment Earnings Fund are not required for rebate to the federal government, as determined by the Finance Director as of June 30 of each yeaz, such moneys shall be transferred [o the Special Reserve Fund until the balance therein is equal to, as of the date of calculation, the Reserve Requirement. Amounts in the Special Reserve Fund can never exceed the Reserve Requirement. See "THE BONDS -Investment of Bond Proceeds." {d) When the balance in the Special Reserve Fund is sufficient to retire all Bonds then outstanding (whether by advance retirement or otherwise), the amount of the Special Reserve Fund will be transferred to the Redemption Fund, and the remaining installments of principal and interest not yet due from the assessed properly owners will be canceled without payment, and the Special Reserve Fund will be liquidated upon the retirement of the Bonds. (e) In the event that the balance in the Special Reserve Fund at the time of liquidation exceeds the amount necessary to retire all Bonds then outstanding, the excess will be paid to the owners of the assessed parcels in the Assessment District provided, however, that, if the excess is less than $1,000, such excess may 6e transferred by the Finance Director to the General Fund of the City. The. need to make advances from the Special Reserve Fund may result in its total depletion prior to reimbursement from resales of property or delinquency redemptions. In that event, there could be a default in payments to owners of the Bonds, the curing of which would be dependent upon reimbursement of the Special Reserve Fund. Redemption Fund Deficiencies If there aze not sufficient funds in the Special Reserve Fund to fully cover a Redemption Fund deficiency and the City Council determines that there is a deficiency in the Redemption Fund to pay the principal of and interest on the Bonds such that there will be an ultimate loss accruing to the owners of the Bonds, the City will pay to to the owners of the Bonds a proportionate share of the principal and interest due on the Bonds based on the percentage that the amount on deposit in the Redemption Fund is of the total amount of the unpaid principal of the Bonds and the interest thereon. Thereafter, as moneys representing payments of the assessments aze periodically deposited into the Redemption Fund, similaz proportionate payments will be made to the owners of the Bonds, all in accordance with the procedures set forth in the 1915 Act. If there are not sufficient funds in the Special Reserve Fund to fully cover a Redemption Fund deficiency and it is determined by the Finance Director that there will not be an ultimate loss to the owners of the Bonds, the Finance Director is required to direct the Paying Agent to pay matured Bonds as presented and pay interest on the Bonds when due as long as there are available funds in the Redemption Fund, in the following order of priority: (I) all matured interest payments shall be made before the principal of any Bonds is paid; (2) interest on Bonds of earlier maturity shall be paid before interest on Bonds of later maturity; (3) within a single maturity, interest on lower-numbered Bonds shall be paid before interest on higher-numbered Bonds; and (4) the principal of Bonds shall be paid in the order in which the Bonds are presented for payment. This procedure could result in some matured Bonds not being redeemed and interest on We Bonds not being fully paid on the due dates. Such matured Bands would not be fully redeemed and such delayed interest would not be paid unfil funds are available from a foreclosure sale of the property having the delinquent assessment instalhnents. Covenant to Commence Superior Court Foreclosure The 1915 Act provides that in the event any assessment or installment thereof or any interest thereon is not paid when due, the City may order the institution of a court action to foreclose the lien of the unpaid assessment. In such an action, the real property subject to the unpaid assessment may be sold at judicial foreclosure sale. This foreclosure sale procedure is not mandatory. However, in the Bond Resolution, the City has covenanted with the Bondowners that, in the event any assessment or installment thereof, including any interest thereon, is not paid when due, the City will, no later than October 1 in any year, file an action in the Superior Court of the County to foreclose the lien on each delinquent assessment if (i) the sum of uncured assessment delinquencies for the preceding fiscal yeaz exceeds 5% of the assessment instalhnents posted to the tax roll far that fiscal year, and (ii) the amount in the Special Reserve Fund is less than the Reserve Requirement. In the event such Superior Court foreclosure or foreclosures aze necessary, there may be a delay in payments to Bondowners pending prosecution of the foreclosure proceedings and receipt by the City of the proceeds of the foreclosure sale. It is also possible that no bid for the purchase of the applicable property would be received at the foreclosure sale. See "SPECIAL RISK FACTORS - Covenant to Commence Superior Court Foreclosure." Priority of Lien Each assessment (and any reassessment) and each installment thereof, and any interest and penalties thereon, constitutes a lien against the parcel of land on which it was imposed until the same is paid. Such a lien is subordinate to all fixed special assessment liens previously imposed upon the same property, but has priority over all private liens and over all fixed special assessment liens that may thereafter be created against the property. Such a lien is co-equal to and independent of the lien for general property taxes and special taxes, including, without limitation, special taxes created pursuant to the Mello-Roos Act, whenever created against the property. Following the issuance of the Bands, none of the property in the Assessment District will be subject to any other special assessment lien created under the 1913 Act. The Silver Creek II Area is subject to an existing AD 94- 3 assessment and the Brighton Place Area is subject to an existing AD 46-1 assessment; however both such assessments will be paid in full upon the issuance of the Bonds from a portion of the proceeds thereof. The property within the Brighton Place Area, however, is subject to an existing special tax lien created by RNR CFD No. 92-1 pursuant to the Mello-Roos Act. The amount of special taxes, if any, to which property within RNR CFD No. 92-1 is subject varies based upon the zoning, the entitlements, and the type and level of development of such property. For fiscal year ending June 30, 2004, the property within the Brighton Place Area is subject to the following RNR CFD No. 92-1 special taxes: No special taxes are collected from property for which no fmal tract map has been recorded (Final tract maps have been recorded for all property within the Assessment District.) Upon recordation of a final tract map and if no building pemrit has been issued for a subdivision lot prior to March 1 of the prior fiscal yeaz, an annual special tax, which is currently $121.89 (which may be increased by 2% each fiscal 11 year) per subdivision lot acre of subject property, is payable. Upon the issuance of a residential building permit for a lot or parcel prior to March 1 of the prior fiscal year, acne-time special tax payment, which is currently $1.25 (which may be increased each fiscal year based upon the percentage change in the designated constmction cost index) per building square foot, is payable, and such pazcel is subject to an annual special tax payment, which is currently $477.87 (which may be increased by 2% each fiscal year} per unit. 1n the alternative, at the time of issuance of such residential building permit, the owner of such parcel may prepay a specified amount, in which case the one-tune special tax payment and the annual special tax described above will not be levied on such parcel. The prepayment amount is currently $8,643.00 (which may be increased each fiscal year based upon the percentage change in a designated construcfion cost index). C&C California has indicated that it does not intend to pay the specified prepayment amount of the special tax for any parcel within the Brighton Place Area. Thus, the annual special tax will be payable by all property owners within the Brighton Place Area after the parcels therein are developed. C&C California has reported that all building permits required for the planned development in the Assessment District have been obtained. The property within the Silver Creek II Area is subject to an existing special tax lien created by Lakeside CFD No. 96-1. The amount of special taxes, if any, to which property within Lakeside CFD No. 96-1 is subject varies based upon the zoning, the entitlements, and the type and level of development of such property. Special taxes are levied on the Taxable Property (as defined below) within Lakeside CFD No. 96-1 based on the following land use classifications: Developed Property -Class I, Developed Property -Class II, or Undeveloped Property. "Developed Property -Class I" is defined in the Rate and Method of Apportionment of Special Tax adopted for Lakeside CFD No. 96-1 by the Board of Tmstees of the Lakeside Union Elementary School District {the "Lakeside Board"), as the legislative body of Lakeside CFD No. 96-1, and approved by the qualified electorate of Lakeside CFD No. 96-1 (the "Lakeside Rate and Method"), as all Taxable Property for which a residential permit was issued priar to July 1, 1945. "Developed Property -Class II" is defined in the Lakeside Rate and Method as all Taxable Property for which a residential permit was issued on or after July 1, 1995, but before March 1 of the prior fiscal year. "Undeveloped Property" is defined in the Lakeside Rate and Method as all Taxable Property zoned for residential development but for which no residential building pemilt has been issued as of March 1 of the prior fiscal year. "Taxable Property" is defined in the Lakeside Rate and Method as any property classified according to the foregoing definifions {i.e., including Developed Property -Class I, Developed Property -Class II, or Undeveloped Property, but excluding any property with a commercial zoning designation). For each fiscal year, the Lakeside Board sets the rate of the Lakeside CFD No. 96-1 special tax for each classification of Taxable Property at the highest allowable level under the Lakeside Rate and Method (the "Lakeside Maximum Rate"}; provided that, in any year, the Lakeside Board may elect to set the Lakeside CFD No. 96-1 special tax rate below the Lakeside Maximum Rate if there are no bonds or other forms of indebtedness or financing obligations of Lakeside CFD No. 96-1 outstanding for which such special tax is pledged as a source of payment andlor repayment. The Lakeside Maximum Rate is subject to a two percent (2%) increase every fiscal year. For the fiscal year ending June 3Q 2004, the Lakeside Board has directed that the Lakeside CFD No. 96-1 special tax be levied at the Lakeside Maximum Rates as follows: Land Use Classificafion Fiscal Year 2003-04 Lakeside CFD No 96-1 Special Tax Developed Property - Class I $50.54 per residential unit Developed Property - Class II $91.90 per residential unit Undeveloped Property $SL69 per parcel Each assessment (and any reassessment) and each installment thereof, and any interest and penalties thereon, constitutes a lien against the parcel of land on which it was imposed until the same is paid. Such a lien is subordinate to all fixed special assessment liens previously imposed upon the same property, but has priority over all private liens and over all fixed special assessment liens that may thereafter be created against the property. Such a lien is co-equal to and independent of the lien for general property taxes and special taxes, including, without limitation, special taxes created pursuant to the Mello-Roos Act, whenever created against the property. Tax Covenants Pursuant to the Bond Resolution, the City has covenanted that it will not make any use of the proceeds of the Bonds which would cause the Bonds to become "arbitrage bonds" subject to Federal income taxation pursuant to t2 the provisions of Section 148{a) of the Internal Revenue Code of 1986, as amended {the "Code"}, or to become "Federally-guaranteed obligations" pursuant to the provisions of Section 149(b) of the Code, or to become "private activity bonds" pursuant to the provisions of Section 141(a) of the Code. To that end, the City will comply with all applicable requirements of the Code and all regulations of the United States Department of Treasury issued thereunder to the extent such requirements aze, at the time, applicable and in effect. Debt Service Schedule Set forth below is the debt service schedule for the Bonds. Annual Bond Debt Service Period Ending Principal Total Bond (September ~ Mah1r1t1E Interest Debt Service 2004 $ 38,760 .63 tr> $ 38,760.63 2005 90,000.00 155,042 .50 245,042.50 2006 90,000.00 152,792 .50 242,792.50 2007 95,000.00 149,867 .50 244,867.50 2008 100,000.00 146,305 .00 246,305.00 2009 105,000.00 142,105 .00 241,105.00 2010 110,000.00 137,380 .00 247,380.00 2011 115,000.00. 132,100 .00 247,100.00 2012 120,000.00 126,350 .00 246,350.00 2013 125,000.00 120,200 .00 245,200.00 2014 130,000.00 113,637 .50 243,637.50 2015 140,000.00 106,650 .00 246,650.00 2016 145,000.00 98,950 .00 243,450.00 2017 155,000.00 90,830. 00 245,830.00 2018 165,000.00 81,945. 00 246,995.00 2019 175,000.00 72,425. 00 247,425.00 2020 185,000.00 62,100. 00 247,100.00 2021 195,000.00 51,000. 00 246,000.00 2022 205,000.00 39,300. 00 244,300.00 2023 220,000.00 27,000. 00 247,000.00 2024 230.000.00 13,800. 00 243 800.00 Totals $2,895,000.00 $2,058,590. 63 $4,953,590.63 (1) Capitalized interest on the Bonds has been funded through September 2, 2004. Source: UBS Financial Services Inc. BOOK-ENTRY ONLY SYSTEM The Bonds will be initially delivered in the form of one fully registered Bond for each of the maturities of the Bonds, registered in the name of Cede & Co., as nominee of DTC, as registered owner of all the Bonds. The following description of DTC and its book-enhy system has been provided by DTC and has not been verified for accuracy or completeness by dre City, and the City shall have no liability in respect thereof. The City shall have no responsibility or liability far any aspects of the records maintained by DTC relating to or payments made on account of beneficial ownership, or for maintaining, supervising, or reviewing any records maintained by DTC relating to beneficial ownership, of interests in the Bonds. DTC is a limited purpose trust company organized under the New York Bauking 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 (the "Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as hansfers and pledges, in deposited securities through electronic computerized book- 13 entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Duect Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its Drrect 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 tmst 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 Participants aze on file with the Securities and Exchange Commission. Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a 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 confirmafion from DTC of their purchase, but Beneficial Owners aze expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Drrect or Indirect Participant through which the Beneficial Cnvner entered into the transaction. Transfers of ownership interests in the Bands are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners wiB not receive certificates representing their ownership interests Ln the Bands except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as 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 DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The 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 the Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions and defaults. Beneficial Owners of Bonds may wish to ascertain that the nominee holdmg 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 notices be provided directly to them. REDEMPTION NOTICES SHALL BE SENT BY THE PAYING AGENT TO DTC. IF LESS THAN ALL OF THE BONDS ARE BEING REDEEMED, DTC'S PRACTICE IS TO DETERMINE BY LOT THE AMOUNT OF THE INTF,REST OF EACH DIl2ECT PARTICIPANT IN SUCH ISSUE 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 City 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 [he Bonds aze credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments with respect the Bonds will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent, on the payable 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 (or its nominee), the Paying Agent, or the City, 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 City or to the Paying Agent, disbursement of such payments to Dtrect Participants shall be the responsibility of DTC, and disbursement of such payments to Beneficial Owners is the responsibility of Duect and Indirect Participants. DTC may discontinue providing its services with respect to the Bonds at any time by giving reasonable notice ro the City or the Paying Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered in accordance with the terms of the Bond Resolution. THE INFORMATION IN THIS SECTION CONCF,RNING DTC AND DTC'S BOOK-ENTRY SYSTEM HAS BEEN OBTAINF..D FROM SOURCES THAT THE CITY BELIEVES TO BE RELIABLE, BUT IT TAKES NO RESPONSIBILITY FOR 1TIE ACCURACY THEREOF. THE CITY CANNOT AND DOES NOT GIVE ANY ASSURANCES 'I`IIAT DTC WILL DISTRIBUTE PAYMENTS TO DTC PARTICIPANTS OR THAT PARTICIPANTS OR OTHERS WII,L DISTRIBUTE PAYMENTS WITH RESPECT TO TIC BONDS RECEIVED BY DTC OR ITS NOMINEES AS THE REGIS'T'ERED OWNER, ANY REDEMPTION NOTICES, OR O'1'IIFR NOTICES TO THE BENEFICIAL OWNERS, OR 'THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. THE ASSESSMENT DISTRICT AND THE IMPROVEMENTS The information under this heading is taken primarily from the Engineer's Report far the Assessment Ih'strict prepared by Wilson & Associates, Fresno, California, which Engineer's Report is on file with the City, and from informafion provided by C&C California. General The Assessment District was formed in accordance with the 1913 Act and Section 13.08.070 of the Municipal Code of the City. Proceedings for the formation of the Assessment District were commenced by the City Council pursuant to property owner petition filed by C&C California, who, at the time the petition was filed, was the owner of over 60% of the assessable land within the Assessment District. The petifion was accepted by an approving resolution of the City Council, adopted on March 26, 2003, and the petition is on file with the City Clerk of the City. The Assessment District is comprised of two separate Community Areas in northwest and southwest Bakersfield generally described as (i}the Brighton Place Area, containing approximately 156.50 acres and generally bounded by the Cross Valley Canal on the southwest and south, the Rio Bravo Canal on the southwest, Jewetta Avenue on the northwest and west, the right-of--way for the proposed Kern River Freeway on the north and northeast, and Calloway Drive on the east, also identified as Tract No. 61 I I ("Tract 6111"), Tract No. 6127 ("Tract 6127"), and Tract No. 6128 ("Tract 6128"), and (ii) the Silver Creek II Area, containing approximately 27.80 acres and generally located at the northwest comer of the Panama Lane and Ashe Road intersection, also identified as Tract No. 6166 ("Tract 6166"}. The two irregularly shaped Community Areas are located within a rectangular section of northwest and southwest Bakersfield that has anorth-to-south dimension of about four and one-half miles as measured from the north end of the Brighton Place Area to the south end of the Silver Creek II Area and awest-to-east dimension of about three and one-quarter mfles as measured from the westerly boundary of the Brighton Place Area easterly to the easterly boundary of the Silver Creek II Area. Each of the two Community Areas is involved in various stages of the land development entitlement andior site development process. See "OWNERSHIP AND PLt1NNED FINANCING AND DEVELOPMENT OF THE ASSESSMENT DISTRICT." The Assessment District boundaries aze shown on the assessment diagram, consisting of six (6} sheets, entitled "ASSESSMENT DIAGRAM OF CITY OF BAKERSFIELD ASSESSMENT DISTRICT NO. 03-1 (BRIGHTON PLACE(SII.VER CREEK II), COUNTY OF KERN, STATE OF CALIFORNIA," a copy of which is attached hereto as APPENDJX D. is Proceeds from the sale of the Bonds issued pursuant to the Assessment District proceedings will be used to finance (i} the Improvements, which aze generally described as the acquisition of certain public infrastructure improvements for each of the two Community Areas, which Improvements will be owned by the City and operated and maintained by the City, {ii) the cost to pay off existing parcel assessments in the Silver Creek II Area co~rmed pursuant to AD 943 and in the Brighton Place Area confirmed pursuant to AD 96-I, and {iii} the payment of certain incidental costs and expenses related to the acquisition of the Improvements, the Assessment District proceedings, and the Bond issuance, including the establishment of a Special Reserve Fund for the Bonds and the fimding of capitalized interest on the Bonds through September 2, 2004. The Improvements described above aze proposed to be fmanced by the City in accordance with the terms and conditions of the C&C California Acquisition Agreement. The C&C California Acquisition Agreement sets forth the procedure by which the Improvements are to be constmcted and installed by C&C California and, upon their completion, acquired by the City using funds provided through the Assessment District proceedings. The scope of the Improvements includes the acquisition by the City of off-site and/or on-site (in-tract) subdivision improvements and the payment of incidental costs that aze aheady required or that are expected by C&C California to be required to be installed as conditions of fmal subdivision or site plan approvals, as applicable, within the two Community Areas. Each of the two Community Areas is a separate assessment area within the Assessment District. The costs fmanced by the Assessment District for the acquisition of the respective Improvements located within or adjacent to each of the two Community Areas have been allocated only to the pazcels that are located within the Community Area to be served by those Improvements. Band proceeds are not expected to be used for the acquisition of land, easements, or rights-of--way. Descripfion of the Community Areas and the Improvements The information under this subheading has been provided by the Engineer's Report and C&C California, as applicable, and has not been verified for accuracy or completeness by the City, and the City shall have no liability with respect thereto. The enrrent development plans for the respective Community Areas within the Assessment District are subject to change. Furthermore, the current plans are subject, in large part, to the Snancial resources and construction and marketing capabilities and efforts of C&C California and the builders or other persons to whom the parcels within the Assessment District are sold.' There can be no assurance that suck development will occur as described herein, or that it will occur at all. Brighton Ptaee Area The Brighton Place Area boundaries encompass an approximately 156.60-acre block of land in the northwest portion of the City comprised of Tract 6111, Tract 6127, and Tract 6128. C&C California, the owner/subdivider of the property within the Brighton Place Area, plans to subdivide the Brighton Place Area into 343 R-1 lots {as defined in tho section entitled "OWNERSIIIP AND PLANNED FINANCING AND DEVELOPMEN`T' OF THE ASSESSMENT DISTRICT -Zoning"} and two storm drain sump lots. Accordingly, all of the Improvements for the Brighton Place Area are related to the development of those subdivisions and are generally described as improvements in and along Calloway Drive and Jewetta Avenue, and in-tract/on-site sewer improvements that are required to be constructed, or aze expected by C&C California to be required to be constructed, as condi6ans of approval for those subdivision. The general location and extent of the planned Improvements along Calloway Drive include completion on the west side of Calloway Drive, along the frontages of Tract 6111 and Tract 6127, of irrigation service, street lights and conduits, utility trenching for street lights, and subdivision block wall. The general location and extent of the planned Improvements in Jewetta Avenue from the Rio Bravo Canal to Stockdale Highways include completion of the southbound half of the street (westerly half of the street} and median to its full design width from, and including, the Rio Bravo Canal bridge to Stockdale Highway, complete with excavation, paving, curb, gutter, side-walls, median curb and hazdscaping, street lights, trenching for street lights, utility trench, 8-inch diameter sewer line and manholes, and hatfic signal relocation at Stockdale Highway and Rio Bravo Canal Bridge. The general location and extent of the planned Improvements for the Jewetta Avenue water improvements include completion of the waterline from Stockdale I-Iighway to the Rio Bravo Canal, including 12- and 8-inch diameter waterline, fire hydrants, irrigation services, 12-inch diameter road bore, and 16 appurtenances. The general location and extent of the planned Improvements in Jewetta Avenue from the Rio Bravo Canal to the northerly boundary of Tract 6128 include completion of the entire street, consisting of four traffic lanes plus a median, to its full design width, complete with excavation, paving, curb, gutter, sidewalk, sheet lights, trenching for street lights, utility trench, median curb hardscaping, 36-inch diameter stone drain line, 8- and 10-inch diameter sewer line with manholes, and 12-inch diameter water line with appurtenances. The general location and extent of the planned in-tractton-site Improvements include reconstruction of a 12-inch diameter sewer line and manholes presently in service to a new alignment. Also included in the scope of the Brighton Place Area Improvements are C&C California incidental costs for design engineering, construction staking, soils and materials analysis and testing, plan check fees, construction inspection fees, and general contractor supervision and overhead, all as itemized in the Engineer's Report. Silver Creek IlArea The Silver Creek II Area boundaries encompass an approximately 27.80-acre block of land in the southwest portion of the City comprised of Tract 6166. C&C California, the ownertsubdivider of the property within the Silver Creek II Area plans to subdivide the Silver Creek II Area into 154 R-1 lots. Accordingly, all of the hnprovements for the Silver Creek II Area aze improvements related to the development of that subdivision and are generally described as Improvements along Ashe Road and Panama Lane that aze required to be constrrcted, or aze expected by C&C California to be required to be constructed, as conditions of approval for that subdivision. The general location and extent of the planned Improvements for Ashe Road include the construction of subdivision block wall and corner sign monuments on the west side of the street along the frontage of Tract 6166. The general location and extent of the planned Improvements for Panama Lane include construction of subdivision block wall and comer sign monuments on the north side of the street along the frontage of Tract 6166. Also included in the scope of the Silver Creek II Area Improvements aze C&C California incidental casts for design engineering, construction staking, soils and materials analysis and testing, plan check fees, construction inspection fees, and general contractor supervision and overhead, all as itemized in the Engineer's Report. Estimated Improvement Casts Set forth below are the confnmed assessment amounts with regard to the estimated costs of the Improvements and other costs relating to the Assessment District proceedings, as described in the Engineer's Report. A copy of the Engineer's Report is on file with the City. [Remainder of Page Intentionally Left Blank] 17 ENGINEER'S STATEMENT OF TOTAL ASSESSMENT City of Bakersfield Assessment District No. 03-1 (Brighton Place7Silver Creek II} ACTTVTTY DESCRIl'TION '. 1. BRIGHTON PLACE AREA IlIIPROVEMENT COST A. IMPROVEMENTS B. INCIDENTALS C. TOTAL BRIGHTON PLACE AREA IlNPROVEMENT COST 2. SII,VER CREEK II AREA IMPROVEMENT COST A. IMPROVEMENTS - B. INCIDENTALS C. TOTAL SILVER CREEK II AREA IlYII'ROVEMENT COST '. 3. PAYOFF OF EXLSTING ASSESSMENT DISTRICT N0.943 ASSESSMENTS (SII,VER CREEK II AREA ONLY} 4. PAYOFF OF EXISTING ASSESSMENT DISTRICT N0.96-1 ASSESSMENTS (BRIGHTON PLACE AREA ONLY) 5. ESTIMATED ASSESSMENT DISTRICT PROCEEDING COST AND EXPENSE A. BRIGHTON PLACE AREA B. SII.VER CREEK II.hREA C. TOTAL ESTIMATED ASSESSMENT DISTRICT PROCEEDING COST AND EXPENSE 6. SUBTOTAL COST TO ASSESSMENT A. BRIGHTON PLACE AREA. B. SILVER CREEK II AREA C. SUBTOTAL COST TO ASSESSMENT 7. UNDERtiVRI'I'ER'SDIBCOUNT, CAPTFALIZED INTEREST, AND RESERVE FUND A. BRIGHTON PLACE AREA B. SII.VER CREEK II AREA C. TOTAL UNDERWRITER'S DISCOUNT, CAPTTALE?ED INTEREST, AND RESERVE FUND 8. TOTAL AMOUNT ASSESSED ALLOCATION OF TOTAL AMOUNT ASSESSED TO EACH DEVELOPMENT AREA I. BRIGHTON PLACE AREA 2. SII,VER CREEK II AREA Source: Engineer's Report grepared by Wilson & Associates. CONFII2MED ASSESSMENT $ L,616,361.00 303,909 00 $1,42Q,270.00 $142,975.00 9,294.00 $152,269.00 $223,288.89 $46,768.77 $192,817.37 36.813.73 $229,631.12 $2,159,856.14 412.371.64 $2,572,227.78 $426,367.74 81.404.48 $507,772.22 $3,080,000.00 $2,586,223.88 $493,776.12 18 Method of Assessment Spread Section 10204 of the 1913 Act requires that the assessments must be levied in proportion to the estimated benefit that the subject properties receive from the works of improvement. The statute does not provide the specific method or formula that should be used in any particular special assessment district proceeding. That responsibility rests initially with the Assessment Engineer, who is retained by the City for the purpose of making an independent analysis of the facts and recommendations about the apportionment of the assessment obligation. For the proceedings with respect to the Assessment District, the City has retained Wilson & Associates, Fresno, Califomia, to serve as the Assessment Engineer. The 1913 Act provides that the Assessment Engineer makes his recommendations as to the cost and method of apportionment of the assessments in the Engineer's Report, which is then considered at the public hearing on the Assessment District. Final authority and action with respect to the levy of the assessments rests with the City Council after hearing all testimony and evidence presented at the public hearing. Upon the conclusion of the public hearing, the City Council must take final action in determining the proportionality of the benefits received by the properties assessed. The financed costs will be spread to the assessed pazcels in the Assessment District in the manner set forth in Municipal Code Section 13.08.070 -Benefit Spread, which was added to the City's Municipal Code on April 5, 1995, by City Council adoption of Ordinance No. 3643. The parcel assessment shares for City assessment districts are to be allocated ar spread in accordance with the 1913 Act, which requires that the financed cost in a special assessment proceeding be allocated among the benefited pazcels of land in proportion to the estimated benefit each pazcel can be expected to receive fram the work and improvement covered by the assessment. Municipal Code Section 13.08.070 authorizes the "reallocation" to alternate properties of assessments initially allocated to parcels in proportion to their estimated benefit (i.e., initial allocation made in accordance with the 1913 Act costPoenefit requirement), when such reallocation is so requested by the owner of all property to be assessed and upon the written wnsent of the owner of the property to which assessments aze reallocated and approval thereof by the City Council. The Assessment District individual parcel assessment amounts shown on APPENDIX E have been calculated or spread among the assessed parcels pursuant to Municipal Code Section 13.08.070. The alternate method used by the Assessment Engineer to reallocate the benefit based assessment shares initially allocated by the Assessment Engineer to each assessed pazcel has been provided by C&C California. The Assessment Engineer has determined that the spreading of the assessments in accordance with the alternate method conforms with the requirements of Municipal Code Section 13.08.070. To the extent that any assessments aze reapportioned after the Bonds have been issued, the City will approve the same only if the security far the Bonds is not reduced or impaired. Spread of the Assessment District Costs to Benefited Parcels In accordance with Municipal Code Section 13.08.070, C&C California has submitted a proposed alternate method and rate of assessment. Further, C&C Califomia has stated that, as of the date of the approval of the alternate method and rate of assessment, it is the owner of all the property proposed to be reallocated a share of the assessment and that it consents to the reallocation. The Assessment Engineer's estimates of the costs of the Improvements is presented above under the heading "THE ASSESSMENT DISTRICT AND THE IMPROVEMENTS -Estimated Improvement Costs." The alternate method (the "Reallocation Spread Method") is described as follows: The total improvement acquisition cost within each of the two Community Areas is spread among the developed and undeveloped pazcels within each area in duect proportion to pazcel acreage and to each planned or existing R-1 lot within those developed and undeveloped parcels as an equal per R-1 lot cost share. There are no exceptions in any Community Area to the equal cost share per acre and equal cost per existing or planned R-1 lot Reallocation Spread Method. t4 OWNERSHII' AND PLANNED FINANCING AND DEVELOPMENT OF THE ASSESSMENT DISTRICT Ownership of Property in the Assessment District C&C California owned 100% of the assessed property in the Assessment District prior to the recording of the notice of assessment and currently owns approximately 80% of the assessed property in the Assessment District. The Community Areas will bear t00% of the total assessment lien. Neither C&C California nor any other owner of property within the Assessment District (each, a "Property Owner"), will be personally liable For payments of the assessments to be applied to pay the principal of and interest on the Bonds. In addition, there is no assurance that C&C California or any other Property Owner will be able to pay the assessment installments or that C&C California or any other Property Owner will pay such installments even if it is financially able to do so. Furthermore, except to the extent expressly set forth herein, no representation is made that C&C California or any other Property Owner will have moneys available to complete or improve the development of the land within the Assessment District (other than the Improvements) fn the manner described herein. Accordingly, no Property Owner's financial statements are included in this OfScial Statement. C&C California The information under this subheading has been provided by C&C California and has not been verified for accuracy or completeness by the City or the Underwriter, and the City and the Underwriter shall have no liability in respect thereof. C&C California is a California corporation and wholly owned subsidiary of Castle & Cooke, Inc., a Hawaii corporation ("Castle"). Castle was formed on October 10, 1995, to be the successor to the real estate, commercial real estate, and resort business of Dole Food Company, Inc., primarily in the states of Hawaii, Catifomia, and Arizona, but also in other states in the United States. C&C California was incorporated on November 16, 1995, and assumed some of Castle's real estate developments in the State of California. C&C California is currently engaged in the development of residential real estate properties in the United States, primarily in the State of California. C&C California develops finished lots for re-sale to homebuilders and is engaged in the construction of some homes. C&C California owns the following real estate developments in the City of Bakersfield: Seven Oaks. Seven Oaks is amaster-planned community on approximately 1,700 acres that is designed to be the premier residential development in Bakersfield. Seven Oaks surrounds the Seven Oaks Country Club and Golf Course, which was developed by C&C California, and which eventually will be contributed to a nonprofit mutual benefit corporation. C&C Califomia has the exclusive right to sell memberships in the Seven Oaks Country Club. Development of the community is being completed in phases, based on mazket demand. C&C California has developed neighborhoods offering home sites from "move-up" to luxury homes. Approximately 800 homes sites and homes remain to be developed on approximately 600 acres. Silver Creek. Silver Creek, which includes the Silver Creek II Area, is amaster-planned community encompassing approximately 600 acres in the Ciry. C&C California is currently constructing and will sell homes only in the Silver Creek II Area of the Silver Creek development, which area is being mazketed as "Liberty" and is planned to include 154 homes. See "OWNERSHIP AND PLANNED FINANCING AND DEVELOPMENT OF THE ASSESSMENT DISTRICT -Development and Financing Plans -The C&C California Development Plan - SIlver Creek II Area" herein. Brimhatt North. Brixnhall North, a residential community in the City comprised of approximately 1,400 acres, is planned to attract first-time to custom home buyers. Approximately 153 home sites of the total 1,395 sites remain to be sold, located on approximately 106 acres. 20 Brinzhall (Brighton). Brimhall {Brighton), a new community that began construction in 2003, encompasses approximately 345 acres in the City, including the Brighton Place Area. Upon completion, Brimhall (Brighton) will have encompass approximately 1,038 homes. Forty-eight lots were sold during late 2003. Prices for lots in the first phase of the development have averaged between $75,000 and $110,000. Southern Oaks. Southern Oaks, a development encompassing approximately 67 acres in the City, is located just south of the Sevea Oaks development. There are 175 homes sites in Southern Oaks, of which 17 remain to be sold as of December 31, 2003. The average price of the remaining lots is $67,000. C&C California owns additional development property in the City, including Renfro, an 80-acre single family development currently being master planned, approximately 31 acres of property zoned R-2 {for multifamily use) at Ming Avenue and Gosford Road, and approximately 116 acres of freeway right-of-way in the Brimhall development, which is expected to be developed as an expressway through the southwest portion of the Ciry. Other California properties owned by C&C California include the following: • Approximately 2,132 of open space in dte City of San Jose, which is expected to be sold for an average purchase price of $25,000 per acre. • Coyote Creek Golf Course, located approximately 2.5 miles south of the City of San Jose {adjacent to the San Jose property described above). The Coyote Creek Golf Course, formerly known as Riverside Golf Course, consists of two 18-hole daily fee. courses designed by Jack Nicklaus, as well as a 12,000 squaze foot clubhouse (constructed with the first of the two existing courses in 1999). • Mountaingate, amaster-planned community located in Los Angeles County adjacent to the Mountaingate Country Club. A final map is expected to he recorded and construction is expected to be commenced for this development by December 2004. Mountaingate is planned to include 29 lots that aze expected to sell at a price of approximately $1,600,000 each. C&C California, or an affiliates of C&C Califanria, also owns and is developing land in Flawaii, Arizona, Georgia, North Carolina, and Florida. Development and Financing Plans The current development plans of C&C California for the development of the property within the Assessment District are subject to change. Furthermore, the current development plans envisioned for the Assessment District are subject, in large part, to the Snancial resources and construction and marketing capabilities and efforts of C&C California and the merchant builders and other persons to whom the parcels within the Assessment District may be sold. There can be no assurance that such development will occur as described herein, or that it will occur at all. The information under this section has been provided by C&C California and has not been verified for accuracy or completeness by the City and the City shall have no liability in respect thereof. The C&C Catifornia Development Ptan C&C California is the developer of the Brighton Place Area and the Silver Creek II Area. C&C California plans to develop these Community Areas as follows: Brighton Place Area. The Brighton Place Area encompasses approximately 156.50 acres and has been approved for subdivision into 343 R-1 lots as follows: 91 lots in Tract 6111, 63 lots in Tract 6127, and 1891ots in Tract 6128. C&C California plans to develop the property in the Brighton Place Area into developable R-1 lots for sale to merchant builders and/or individuals for constmction ofsingle-family residential units. v Tract 6111 of the Brighton Place Area is being developed in three phases. The fast phase will comprise 31 R-1 lots, the second phase will comprise 26 R-1 lots, and the third phase will comprise 34 R-1 lots. The lots aze expected to average 13,500 square feet each. Construction in the first phase will also include certain required off- site improvements. Prices of the lots in Tract 6111 of the Brighton Place Area are expected to begin at $81,000. C&C California estimates that 30 to 401ots will be sold each year. As of March 1, 2004, 291ots have been sold to merchant builders andtor individuals. Tract 6127 of the Brighton Place Area is being developed in two phases. The first phase will comprise 33 R-1 lots and the second phase will comprise 30 R-1 lots. The lots are expected to average 18,000 square feet each. Construction in the first phase will also include certain required off-site improvements. Prices of the lots in Tract 6127 of the Brighton Place Area aze expected to begin at $105,000. C&C California estimates that 24 to 301ots will be sold each year. As of March 1, 2004, 321ots have been sold to merchant builders. Tract 6128 of the Brighton Place Area is being developed in six phases. The first phase will comprise 33 R-1 lots, the second phase will comprise 26 R-1 lots, the third phase will comprise 22 R-1 lots, the fourth phase will comprise 41 R-1 lots, the fifth phase will comprise 33 R-1 lots, the sixth phase will comprise 34 R-1 lots. The lots are expected to average 10,000 square feet each. Construcfion in the first phase will also include certain required off-site improvements. Prices of the lots in Tract 6128 of the Brighton Place Area are expected to begin at $73,000. C&C California estimates that 50 to 60 lots will be sold each yeaz. As of March 1, 2004, 361ots have been sold to merchant builders. Silver Creek II Area. The Silver Creek II Area encompasses approximately 27.80 acres and has been approved for subdivision in Tract 6166 into 154 R-1 lots. C&C California plans to construct single family homes on these lots in six phases. The first phase will comprise 25 homes, the second phase will wmprise 26 homes, the third phase will comprise 26 homes, the fourth phase will comprise 25 homes, the fifth phase will comprise 25 homes, and the sixth phase will comprise 27 homes. The lots in the Silver Creek II Area average 4,275 square feet in size, and the homes are expected to range in size from 1,458 to 2,100 square feet. Construction in the fast phase will also include certain required off-site improvements. Home prices are expected to average $160,000 (without options) and C&C California estimates that 70 to 80 homes will be sold each year. As of March 1, 2004, 52 lots are under construction in the Silver Creek II Area. No lots have been sold to homeowners. Sales to Merchant Builders Since the recording of the nofice of assessment for the Assessment District, lots in each of the Community Areas have been sold to several merchant builders. As of April 15, 2004, three (3}such merchant builders have each purchased lots that in the aggregate bear greater than five percent (5%) of the total assessment lien imposed within the Assessment District. Such merchant builders aze described below: Brandt Homes, Inc. As of April 15, 2004, Brandt Homes, Inc. ("Brandt Homes"}, owned 121ots within Ure Assessment District, which lots are subject to approximately 6.8% of the assessment lien therein. Brandt Homes was incorporated in 2003 and since that time has developed 40 single-family homes in the State of California. Brandt Homes plans to develop its Assessment District property with single-family homes ranging in size from 2,400 to 3,300 squae feet and ranging in price from $275,000 to $550,000. Brandt Homes anticipates that its planned units will be completed by April 2005. John Balfanz Homes, Inc. As of April 15, 2004, John Balfanz Homes, Inc. ("BaL`anz Homes"), owned 35 lots within the Assessment District, which ]ots are subject to approximately 8.6% of the assessment lien therein. Balfanz Homes was incorporated in 2000 and since that time has developed 200 single-family homes in the State of California. Balfanz Homes plans to develop its Assessment District property with single-family homes ranging in size from 2,300 to 4,000 square feet and ranging in price from $300,000 to $750,000. Brandt Homes anticipates that its planned units will be completed by April 2005. 22 Joe Roberson Homes, Inc. As of April 15, 2004, Joe Roberson Homes, Inc. {"Joe Roberson Homes"), also doing business as Legacy Homes, owned 24 lots within the Assessment District, which lots aze subject to approximately 7.4% of the assessment lien therein. Joe Roberson Homes was incorporated in 2003 and since that time has developed 20 single-family homes in the State of Califomia. Joe Roberson Homes plans to develop its Assessment District properly with single-family homes ranging in size from 2,500 to 3,800 square feet and ranging in price from $320,000 to $600,000. Joe Roberson Homes anticipates that its planned units will be completed by April 2005. The C&C California Financing Plan In December 2003, C&C California entered into an amended and restated credit agreement (the "Credit Agreement"} with a syndicate of banks (the "Credit Banks"). All hnprovements in the Assessment District not financed with proceeds from the sale of the Bonds will be financed with moneys derived from the Credit Agreement. Pursuant to the Credit Agreement, the Credit Banks agreed to provide athree-yeaz secured term loan of $125 million and athree-year secured revolving line of credit of up to $250 million, based on a percentage of the value of certain commercial properties, land holdings, and hornebuilding inventory, and subject to certain limitations. Repayment obligations under the Credit Agreement are subject to interest at a variable rate based on the London Interbank Offered Rate ("LIBOR"}, or at an alternate rate based upon a designated Credit Bank's prime rate or the federal funds rate. The Credit Agreement contains customary covenants, including, but not limited to, limitations on investments, sale of assets, limitation on other debt, financial covenants related to tangible net worth, leverage, interest coverage, and inventory levels. As of December 31, 2003, the amount available under the Credit Agreement was $250 million, with an addifional $70 million available for general corporate purposes. C&C California's estimated construction budgets for the Brighton Place Area and the Silver Creek II Area are set faith belaw: Brighton Place Area Estimated Construction Budget Land Planning Offsite Improvements (Net of Reimbursements from Bond Proceeds) Onsite Improvements Indrect Improvements Total Expenditures Incurred as of May 3, 2004 Silver Creek II Area Estimated Construction Budget Land Offsite Improvemonts {Net of Reimbursements from Bond Proceeds} Oasite Improvements Indirect Improvements Capitalized Home Costs Total Expenditures Incurred as of May 3, 2004 Assessment Roll $ 1,432,659 50,000 1,704,663 7,386,370 752,850 $11,326,542 $7,609,859 $ 868,005 732,230 1,770,796 396,340 15,031,788 $18,031,788 52,393,538 Set forth in APPENDIX E is the assessment roll, including Bulk Value (as defined herein) to assessment lien ratio information, for the parcels of property within the Assessment District that are subject to the lien of the assessments. The assessment roll shows the amount of the total estimated cost of the proposed Improvement acquisition, construction and incidental cost that is assessed upon each of the lots and parcels within the Assessment 23 District based upon the alternate method and rate of assessment permitted under Section 13.08.070 of the Municipal Code of the City. See "THE ASSESSMENT DISTRICT AND THE IIvIPROVEMENTS -Method of Assessment Spread" above. The assessment numbers that appeaz on the assessment roll correspond to the assessment numbers shown on the assessment diagram, attached hereto as APPENDIX D. Utilities All utilities, including gas, water, electricity, sewer, storm drains, and telephone service are or will be installed in the streets within the Brighton Place Area and will connect to existing facilities in the surrounding streets. Natural gas service is provided by Southern California Gas Company; water, sewer, and storm sewers are provided by the City; electricity service is provided by Pacific Gas & Electric; and telephone service is provided by SBC. Electricity, water, gas, and sewer connections are located at the frontage of the Silver Creek II Area along both Panama Lane and Ashe Road and are available for connection to the Silver Creek II Area. See "TILE ASSESSMENT DISTRICT AND THE IMPROVEMENTS -Description of the Community Areas and the Improvements" and "SPECIAL RISK FACTORS -Factors Which May Affect Land Development " Flood and Earthquake Zones According to maps prepazed by the Federal Emergency Management Agency Federal Insurance Administration, the Brighton Place Area is situated in a Zone B flood azea and the Silver Creek II Area is situated in a Zone C flood area. "Zone B" denotes an area protected from the 1% chance of annual flooding by levee, dike, or other structures subject to possible failure or overtopping during lazger floods, and "Zone C" denotes an area of minimal flooding. No flood insurance is required for property in Zone B or Zone C flood azeas, and no flood insurance has been obtained for any property within the Assessment District. According to Special Publication #42 of the California Division of Mines and Geology, Revised Edition, 1994, entitled "Fault-Rupture Hazazd Zones in California," the Assessment District is not located within any Special Studies Zone, as defined in the Alquist-Priolo Special Studies Zone Act. Zoning According to the Planning Department of the City, the parcels within the Brighton Place Area aze zoned as R-1. An R-1 zoning designation allows single-family residential land'uses, with a minimum lot size of 6,000 square feet foi each dwelling n,,;C (referred to herein as "R-1 lots"). According to the Plaaniug Department of the City, the pazcels within the Silver Creek II Area are zoned as R-2. An R-2 zoning designation allows single-family residential land uses, with a minimum lot size of 2,500 square feet for each dwelling unit. Despite the greater density allowed under the R-2 zoning, the Silver Creek II Area is being developed with R-1 lots. Tax Delinquencies The City reports that, based upon the records of the office of the Kern County Tax Collector, there are no delinquent taxes or penalties owed against the parcels in the Assessment District. C&C California has reported that it has never been late on making assessment payments in other assessment districts, defaulted on any bond issue, or lost any property to foreclosure as a result of not paying assessments. Environmental Review Pursuant to the Charter and Municipal Code of the Ciry, the formation of an assessment district is exempt from compliance with the Cahfomia Environmental Quality Act ("CEQA"). Accordingly, a Notice of Exemption from CEQA was filed by the City with the Kem County Clerk for the Assessment District proceedings on June 13, 2003. The City reports that separate environmental review proceedings will be conducted for the improvement projects proposed to be financed by We District as part of the CEQA compliance associated with the land use entitlement and subdivision approval process within each Community Area. za Bulk Value to Assessment Lien Ratio An appraisal dated as of March 24, 2004 (the "Appraisal"}, of the property within each of the two Community Areas in the Assessment District that is subject to the lien of the assessments has been prepared for the City by the Appraiser. The Appraisal, subject to the various limitations and assumptions set forth therein, provides an estimate of the as-is market value (designated in the Appraisal as the "Bulk Value of Recorded Lots" and defined herein as the `Bulk Value") of each parcel of property within the Assessment District. Because final maps have been recorded for all parcels in the Assessment District, the Appraiser determined Bulk Value by discounting the Aggregate Finished Lot Value When Complete (as defined below) of each parcel based on the portion of the Completion Costs (as defined below} not yet incurred by C&C California. The "Aggregate Finished Lot Value When Complete" is described in the Appraisal as the value of each parcel assuming the completion of the Improvements and taking into account the value added by existing improvements, a recorded subdivision map, and the "Completion Costs," which are defined herein as the costs associated with the developer-funded improvements necessary to develop such parcel as a finished lot available for improving with new housing units. The Completion Costs were presumed by the Appraiser to include direct and induect costs For each lot, taxes during construction, costs associated with school bonds and other applicable direct and overlapping debt, profits, commissions, administrative and miscellaneous expenses, and the time value of money. See "APPENDIX B -Appraisal." For a discussion of liens encumbering the Assessment District property other than the assessments, see "Direct and Overlapping Debt" below and "TIIE BONDS -Priority of Lien" herein. Based on the Appraisal, the ratio of the aggregate Bulk Value of the Assessment District property to the aggregate assessment lien is 8.00:1. The following table sets forth the Bulk Value of the Assessment District property and the applicable Bulk Value to assessment lien ratios. [Remainder of Page Intentionally Left Blank] 25 APPRALSED VALUES AND BULK VALUE TO ASSESSMENT LIEN RATIOS CITY OF BAKERSFIELD ASSESSMENT DISTRICT N0.03-I (BRIGHTON PLACE(SILVER CREEK II) Bulk Value to Net Assessment Assessment Lien Assessment No. Property Onnerl2} Acrestsl Balk Yslne Lie¢lal Rado Brighton Place Area (CambddgeTmct 6111} 1-31 (xasldeatfal lots) C&C Cahfomia 14.72 $2,243,582 $244,091.43 9,19 32 (privae street lot} C&C California N/A 0 0.00 N/A 33 Qandscape lm} C&C California N/A 0 0.00 N/A 34-i9 (residential lmaj C&.C California 10.57 1,881,714 204,721.88 9.19 fi0 (private meet lot) C&C California NfA 0 0.00 N/A 61 (storm drain sump lot) C&C California NIA 0 0.00 N!A 62-95 (residential lots) C&C California 16,03 2,460,703 267,713.23 9.19 96 (private meet lot) C&C California N/A 0 0.00 N/A Totals 41.32 56,586,000 9716,526.54 9.19 Brighton Place Area (Bedford Tract 6127) 97-129 (residential lots) C&,C California 20.49 93,037,048 9368,056.77 8.25 130 (private meet lots} C&C California N/A 0 0.00 N/A 131 (stomr drain surr>p lot} C&C California WA 0 0.00 N/A 132-133 Qa¢dscape lots} C&C California NIA 0 090 N/A 134-163 (residential lots) C&C California 2003 2,760,952 334,547.06 8.25 164-165 (private meet lots) C&C California N/A D 0.00 N/A 166 (landscape lot) C&C California N/A 0 0.00 N/A Totals 40.52 55.198,000 5702,b53.83 8.25 Brighton Place (Camden Tract 6128) 167-199 (residential lots) C&C California 12.22 $1,402,913 5203,769.51 6.88 200 (priraze street lot} C&C California N/A .0 090 NlA 201 (landscape lot) C&C California N/A 0 000 N/A 202-227 (residential lots) C&C California 8.16 1,105,325 160,545.67 6.88 228 (private street lot) C&C California N/A 0 0.00 N/A 229-250 (resideatiat lms) - C&C California 7.15 935,275 135,84b.34 6.88 251 (pdvaze meet tot} C&C California N/A 0 090 N/A 252-292 (residential lots) C&C California 14.17 1,743,013 253,168.15 6.88 293 (private meet lot) C&C California N!A 0 0.00 N/A Z94-326 (residential lots) C&C California 12.29 1,402.913 203,7b9.51 6.88 327 (private meet lot) C&C California NtA 0 0.00 N/A 328-361 (residential lots) C&C California 13.31 1,445,425 204,944.33 6.88 362 (private street lot) C&C California N/A 0 0.00 N/A 363 (laodscape lot) C&C California N/A 0 0.00 N/A Totals 67.30 x,034,564 91,167,043.51 6.88 Toals for Brighmv Piece Area 149.14 $20,415,864 $2,586,223.88 7.90 Silver Creek II Ares (Tract 61(,6) 364-388 (residential lots} C&C California 4.12 5684,597 $80,158.48 8.54 389-390 (landscape lots) C&,C California WA 0 090 N/A 391-0I6 (residential lms) C&C Cal3foxma 4.47 711,981 83,364.79 8.54 417 (landscape lot) C&C California NtA 0 000 N/A 418-443 (residential lots} C&C Catifonia 3.85 711y81 83,364.79 8.54 444-068 (residential lots) C&C California 4.11 684,597 80,158.46 8.54 469470 (landscape lots) C&C California N/A 0 090 N/A 471-095 (xesidemial lms} C&C California 4.06 684,597 80,158.46 8.54 496 (landscape loC) C&C Catifamia N/A 0 0.00 NIA 497-523 (residential lots) C&C California 4.02 739,365 86,571.14 8.54 Tomis for Silver CreekIIArea 24.63 54,217,120 5493,776.12 8.54 Assessmem District Tomislrr 113.7'7 $24,635,983 93,080,000.00 8.00 (I) Totals may not add due to rounding. (2) Since the recording of the notice of assessment for [he Assessment District, certain lots in ear22 of the Community Areas have been sold to several merchant buildets. See "OWNERSHIP AND PLANNED FINANCING AND DEVELOPMENT OF T HE ASSESSMENT DISTRICT -Development and Financing Plans -Sales to Merchant Builders" herein. (3) "Net Acres" represent Ore acres within We Assessment District being assessed, and do not include off-site streets, storm drain sumps, water well sites, or pazk sites. (4) For a discussion of liens encumbering the Assessment District property other than the assessmen ts, see "Direct and Overlapping Deb[" below and "LHE BONDS - Priority of L ien" herein. Somce: Appraisal (provided, however, that the Engineer's Report served as the source for Net Acres data) The assumpfions and limitations regazding the appraised valuations aze set forth in the Appraisal, a copy of which is attached hereto as APPENDIX B. See APPENDIX E for additional information regazding the appraised value of each assessed pazcel and the ratio of such value to the amount of the assessment lien against such parcel. The City makes no representations as to the accuracy or completeness of the Appraisal. Certain considerations relating to the Appraisal are discussed under the heading "SPECIAL RISK FACTORS." 26 NO REPRESENTATIONS ARE MADE REGARDING THE APPRAISED VALUATIONS QUOTED IN APPENDIX E, AND PROSPECTIVE PURCHASERS ARE CAUTIONED NOT TO RELY ON THE VALUATIONS IN DETERMINING WHETHER OR NOT THE BONDS DESCRIBED HEREIN ARE A SUITABLE INVESTMENT. PROSPECTIVE PURCHASERS OF THE BONDS SHOULD NOT ASSUME THAT THE PROPERTY WITHIN TIIE ASSESSMENT DISTRICT COULD BE SOLD FOR THE VALUATION AMOUNT AT A FORECLOSURE SALE FOR DELINQUENT ASSESSMENTS. Direct and Overlapping Debt The following table (the "Direct and Overlapping Debt Table") details the direct and overlapping debt currently encumbering property within the Assessment District. The Direct and Overlapping Debt Table has been derived from data assembled and reported to the City by California Municipal Statistics, Inc., as of April 1, 2004. Neither the City nor the Underwriter has independently verified the information in the Direct and Overlapping Debt Table and neither the City nor the Underwriter gttarantees its completeness or accuracy. The Direct and Overlapping Debt Table does not include the special tax liens described under the heading "`I'IIE BONDS -Priority of Lien" herein. Direct and Overlapping Debt City of Bakersfield Assessment District No. 03-1 (Brighton Place/Silver Creek IZ) 2003-04 Local Secured Assessed Valuation: $6,636,900 DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: %Applicable Debt 4!1/04 Kem Community College District School Facilities Impmvement District No. I 0.015% $11,279 Kem County Union High School District 0.024 15,608 Rosedale Union School District 0.309 12,190 City of Bakersfield 0.053 1,617 Kem Couuty Water Agency, LD. No. 4 0.040 1,314 Kem Delta Water District 0.178 4,236 Kern Community College District Assessment District 0.018 1,778 City of Bakersfield Assessment District Na. 03-1 100. (1) TOTAL GROSS DIItECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $48,022 Less: City of Bakersfield water bonds 1 617 TOTAL NET DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $46,405 OVERLAPPING GENERAL FUND OBLIGATION DEBT Kern County General Fund Obligations 0.O15Yo $ 16,170 Kem County Pension Obligations 0.015 75,096 Kem County Boazd of Education Certificates of Participation O.Oli 14,729 Kern Community College District Certificates of Participation 0.014 12,100 Kem County Union High School District General Fund Obligations 0.024 22,656 Lakeside Union School District Certificates of Participation 0.166 5,926 City of Bakersfield Certificates of Participation 0.053 18.359 TOTAL OVERLAPPING GENERAL FUND OBLIGATION DEBT $165,036 GROSS COMBINED TOTAL DEBT $213,058 (2) NET COMBINED TOTAL DEBT $211,441 (1) Excludes 1915 Act bonds to be sold (2) Excludes tax and revenue anflcipatioa notes, enterprise revenue, mortgage revenue and tax allocation bonds and non-bonded capital lease obligations. Ratios to 2003-04 Assessed Valuation: DireetDebt ............................................................................................... ..... . Total Gross Duect and Overlapping Tax and Assessment Debt ................ ......0.72% Total Net Direct and Overlapping Tax and Assessment Debt .................... ......0.70% Gross Combined Total Debt ...................................................................... ...... 3.21% Net Combined Total Debt .......................................................................... ...... 3.19% STATE SCHOOL BUB.DING AID REPAYABLE AS OF 6!30103: $0 Sowce: California Municipal Statistics, Inc. 27 SPECIAL RISK FACTORS General Under the provisions of the 1915 Act, assessment installments, from which funds for the payment of annual installments of principal and interest with respect to the Bonds aze derived, will be billed to properties against which there are unpaid assessments on the regular property tax bills sent to owners of such properties. Such assessment installments are due and payable, and bear the same penalties and interest for non-payment, as do regular property tax installments. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills as evidenced by property tax delinquencies will likely indicate an unwillingness or inability to make regular property tax payments and assessment instalhnent payments in the future. hi order to pay debt service on the Bonds, it is necessary that unpaid instalhnents of assessments on land within the Assessment District are paid in a timely manner. Should the installments not be paid on time, the City has established a Special Reserve Fund in the initial amount of $247,425, which will thereafter be maintained, from assessment installment payments and from proceeds of redemption or sale of parcels with assessment delinquencies, in the amount of the Reserve Requirement, to cover delinquencies in the payment of assessments. The assessments are secured by a lien on the parcels of land and the City can institute foreclosure proceedings to sell land in the Assessment District with delinquent installments for the amount of such delinquent installments in order to obtain funds to pay debt service on the Bonds. Failure by owners of the pazcels to pay installments of assessments when due, depletion of the Special Reserve Fund or the inability of the City to sell parcels which have been subject to foreclosure proceedings for amounts sufficient to cover the delinquent installments of assessments levied against such parcels may result in the inability of the City to make full or punctual payments of debt service on the Bonds, and Bondowners would therefore be adversely affected. The Bonds are not secured by the general taxing power of the City, the County, the State, or any other political subdivision of the State, and neither the City, nor the County, nor the State, nor any other political subdivision of the State has pledged its full faith and credit for the payment thereof. Unpaid assessments do not constitute a personal indebtedness of the owners of the lots and pazcels within the Assessment District. There is no assurance the owners will be able to pay the assessment installments or that they will pay such installments even though financially able to do so. Risks of Real Estate Secured Investments Generally Owners of the Bonds will be subject to the risks generally incident to an investment secured by real estate, including, without limitation, (i} adverse changes in local market conditions, such as changes in the market value of real property in and in the vicinity of the Assessment District, the supply of or demand for competitive properties in such azea, and the market value of residential property or buildings and(or sites in the event of sale or foreclosure; (ii) changes in real estate tax rate and other operating expenses, governmental roles (including, without limitation, caning laws and laws relating to endangered species and hazardous materials} and fiscal policies; and (iii) natural disasters (including, without limitation, earthquakes and floods), which may result in uninsured losses. Availability of Funds to Pay Delinquent Assessment Installments The City will establish a Special Reserve Fund out of Bond proceeds in the amount of $247,425, which will thereafter be maintained, from assessment installment payments and from proceeds of redemption or sale of parcels with assessment delinquencies, in the amount of the Reserve Requirement. As discussed herein under the heading "THE BONDS -Special Reserve Fund," if a delinquency occurs in the payment of any assessment installment, the. City has a duty to transfer to the Redemption Fund the amount of the delinquency out of the Special Reserve Fund. This duty of the City is continuing during the period of delinquency, until reinstatement, redemption, or sale of the delinquent property. There is no assurance that the balance in the Special Reserve Fund will always be adequate to 28 pay all delinquent installments and if, during the period of delinquency, there are insufficient funds in the Special Reserve Fund to pay all delinquent installments, a delay may occur in payments to the owners of the Bonds. Hazardous Substances Although governmental taxes, assessments, and charges aze a common claim against the value of an assessed parcel, other less common claims may be relevant. One of the most serious in terms of the potential reducton in the value that may be realized to pay the unpaid assessments is a claim with regard to hazardous substances. In general, the owners and operators of pazcels within the Assessment District may be required by taw to remedy conditions of the parcels related to the releases or threatened releases of hazazdous substances. The federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, sometimes referred to as "CERCLA" or the "Supexfund Act," is the most well-known and widely applicable of these laws, but California laws with regard to hazardous substances aze also stringent and similaz. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substances condition of a property whether or not the owner (or operator} has anything to do with creating or handling the hazardous substance. The effect, therefore, should any pazcel within the Assessment District be affected by a hazardous substance, would be to reduce the mazketability and value of the parcel by the costs of remedying the condition, because the owner (or operator} is obligated to remedy the condition. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling or disposing of it. All of these possibilities could significantly affect the financial and legal ability of a property owner to develop the affected parcel or other parcels, as well as the value of the property that is realizable upon a delinquency and foreclosure. The appraised values set forth in the Appraisal do not, unless expressly noted, take into account the possible reduction in mazketability and value of any of the pazcels by reason of the possible liability of the owner (or operator) for the remedy of a hazardous substance condition of the parcel. C&C California has represented to the City that it is not aware of any current liability with respect to any of its parcels within the Assessment District. Further, it is possible that liabilities may arise in the future with respect to any of the parcels within the Assessment District 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. Such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling or disposing of it. All of these possibilities could significantly affect the value of an assessed parcel that is realizable upon a delinquency of an unpaid assessment. See "OWNERSHIP AND PLANNED FINANCING AND DEVELOPMENT OF THE ASSESSMENT DISTRICT -Environmental Review." Endangered and Threatened Species No threatened or endangered species (or their respective habitats) have been idenfified in any of the Community Areas. If, however, any threatened or endangered species (or their respective habitats) were to be discovered on a pazcel within the Assessment District prior to or during development, the ability of the then-current landowner to develop the affected pazcel could be severely limited. In such an event, the then-current landowner's willingness or ability to pay assessment installments could be adversely affected. The property within the Assessment District is subject to the Metropolitan Bakersfield Habitat Conservation Plan ("MBHCP"), a joint program of the City and the County that was undertaken to assist urban development applicants in complying with State and federal endangered species laws. Under the MBHCP, each development applicant pays to the County a mitigation fee for grading or building permits that funds the purchase and maintenance of habitat land to compensate for the effects of urban development on endangered species habitat. The lands acquired for the MBHCP program aze generally located outside the metropolitan Bakersfield area. In exchange for the MBHCP mitigation fee, the applicant is relieved of the obligafion of demonstrating compliance with the endangered species laws, which would otherwise require preparing biological reports, securing compensation lands,. and undertaking other measures to avoid impacts to the species. 29 Factors Which May Affect Land Development There is no assurance that the amount to be fmanced by the assessments will be sufficient to pay for the entire cost of the Improvements. C&C California will be obligated to pay all of its costs in excess of the amount financed by the assessments. See "THE ASSESSMENT DISTRICT AND THE IMPROVEMENTS -Description of the Community Areas and the Improvements." Future development in the Assessment District may be affected by changes in the general economic conditions, fluctuations in the real estate mazket, and other factors. In addition, development may be subject to future federal, state, and local regulations. Approval may be required from various agencies from time to time in connection with the layout and design of any proposed development in the Assessment District, the nature and extent of public improvements, land use, zoning, and other matters. Although no such delays are anticipated, failure to meet any such future regulations or obtain any such approvals in a timely manner could delay ar adversely affect any proposed development in the Assessment District. The development of property within the Assessment District could be adversely affected if lawsuits or other actions were commenced to restrict or prevent further development within the Assessment District. Private Improvements; Increased Debt The development of the property within the Assessment District depends upon both public and private improvement of land within the Assessment District. The cost of additional private improvements within the Assessment District, together with public improvements financed with any additional property secured financing, will increase the public and private debt for which the land within the Assessment District is the security. Any additional public improvements for which the property owners or their properties might be obligated could reduce the ability or willingness of the property owners within the Assessment District to pay the annual assessment installments levied against their property. See "SPECLAL RISK -Priority of Lien." In addition to the assessments being levied to finance the construction and acquisition of the Improvements, the City intends to include as a part of such levy an annual assessment upon each pazcel of land in the Assessment District to cover all administrative costs of the City with respect to the Assessment District. These additional administrative assessment amounts could reduce the ability or willingness of the property owners within the Assessment District to pay the annual assessment installments levied against their property. Subordinate Debt; Payments by FDIC and other Federal Agencies C&C California has reported that all of the property owned by C&C California within the Assessment District currently serves as security for its obligations under the Credit Agreement. All or portions of such property may in the future secure additional loans. Any such loan, including the Credit Agreement, is subordinate to the lien of the assessments. However, in the event that any of the financial institutions making any loan that is secured by real property within the Assessment District is taken over by the Federal Deposit Insurance Corporation ("FDIC") or if a lien is imposed on the property by the Drug Enforcement Agency, the Internal Revenue Service, or other simitaz federal governmental agency, and, prior thereto or thereafter, the loan ar loans go into default, the ability of the City to collect interest and penalties specified by state law and to foreclose the lien of a delinquent unpaid assessment may be limited. Specifically, with respect to the FDIC, an June 4, 1991, the FDIC issued a Statement of Policy Regarding the Payment of State and Local Property Taxes (the "1991 Policy Statement"). The 1941 Policy Statement was revised and superseded by new Policy Statement effective January 9, 1997 (the "Policy Statement"). The Policy Statement provides that real property owned by the FDIC is subject to state and local real property taxes only if those taxes aze 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 obflgation 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 30 recognize liens for such amounts. If any property taxes (including interest} on FDIC owned praperty 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 is unclear as to whether the FDIC considers assessments such as those levied by the City to be "real properly taxes" which they intend to pay. However, the Policy Statement states that the FDIC generally will not pay non-ad vttlorem taxes, including special assessments, on property in which it has a fee interest unless the amount of tax is fixed at the time that the FDIC acquires its fee interest in the property, nor will it recognize the validity of any lien to the extent it purports to secure the payment of any such amounts. The City is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency on a pazcel within the Assessment District in which the FDIC has or obtains an interest, although prohibiting the lien of the FDIC to be foreclosed at a judicial foreclosure sale would reduce or eliminate the persons willing to purchase a parcel at a foreclosure sale. Chvrters of the Bonds should assume that the City will be unable to foreclose an any parcel owned by the FDIC. Such an outcome could cause a draw on the Special Reserve Fund and perhaps, ultimately, a default in payment on the Bonds. Based on the secured tax roll as of Mazch 31, 2004, the FDIC does not presently own any property within the Assessment District. The City expresses no view concerning the likelihood that the risks described above will materialize while the Bonds are outstanding. Property Values Reference is made to APPENDDf B, which contains excerpts from the Appraisal summarizing the Appraiser's opinion with respect to the value of the property that is subject to the lien of the assessments and the assumptions made by the Appraiser in connection therewith. Reference is also made to "OWNERSHII' AND PLANNED FINANCING AND DEVELOPMENT OF THE ASSESSMENT DISTRICT -Bulk Value to Assessment Lien Ratio" for a summary of the value of the property within each of the two respective Community Areas in the Assessment District that is subject to the lien of the assessments and the rato of the appraised value of such property to the total amount of the assessment liens on such property that secme the Bonds. See also APPENDIX E far a listing of the ratio of the appraised value of each assessed parcel to the amount of the assessment lien against such pazcel. No assurance can be given that this appraised value to lien rafio will not decline should subsequent liens be placed on property within the Assessment District. Further, there is no assurance that in the event of a foreclosure sale for a delinquent assessment installment, any bid will be received for any such property within the Assessment District or that any bid received or resale price will be sufficient to pay such delinquent installments {plus costs and penalties). The 1915 Act provides that a pazcel be sold for the delinquent installment(s) amount (plus costs and penalties) and not the entire outstanding assessment. The Appraiser has made various assumptions, which may vary from the assumptions made by other parties (including the Developer), in order to derive the aggregate valuation estimate of the property within the Assessment District to be assessed. For example, the Appraiser has assumed a rate of absorption of the residential units being constructed in the Assessment District that is greater than the rate assumed by C&C California, as described elsewhere in this Official Statement. See APPENDIX B for an explanation of methodology and a statement of contingent and limiting conditions and assumptions used by the Appraiser to derive the aggregate value of the property. Although these contingent and limiting conditions and assumptions were wnsidered reasonable by the Appraiser based on information available to the Appraiser, neither the Appraiser nor the City can give any assurance that any parcel will be developed in accordance with the uses that the Appraiser has projected. Concentration of Ownership The property within the Assessment District that is presently owned by C&C California is subject to approximately 80% of the lien of the unpaid assessments. Although C&C Calfornia has sold approximately 971ots within the Assessment District and has indicated its intention to sell additional lots to merchant builders, there can be no assurance that it will be successful in so doing. Thus, there is no assurance of any degree of diversification of 31 ownership of the assessed property. Also, unless and until such ownership is further diversified, the inability or refusal of C&C California to pay assessment installments when due could result in the rapid total depletion of the Special Reserve Fund prior to reunbursement thereof from foreclosure proceedings. Under such circumstances, there would be insufficient moneys with which to pay principal of andlor interest on the Bonds. Failure of any future property owners to pay installments of assessments when due could also result in a default in payment of the principal of and interest on the Bonds prior to the resales of foreclosed property or delinquency redemptions. In that event, there could be a default in payments of the principal of and interest on the Bonds. Tax Delinquencies Assessment installments, from which funds necessary for the payment of annual installments of principal of and interest on the Bonds are to be derived, will be billed to each property against which there is an unpaid assessment an the regulaz properly tax bills sent to the owner of such property. Such installments are due and payable, and bear the same penalties and interest for non-payment, as da regular property tax installments. Under certain circumstances, assessment installment payments on pazcels of property in Kern County can be made sepazately from regular property tax payments for such parcels. Property tax payments will not be accepted, however, unless the assessment installments for such parcels have also been paid. Therefore, the unwillingness or inability of a property owner to pay regular property tax bills, as evidenced by property tax delinquencies, will likely indicate an unwillingness or inability to make regulaz property tax payments and assessment installment payments in the future. A failure of property owners to pay installments of assessments when due could result in a default in payments of the principal of and interest on the Bonds. The City reports that, based upon the records of the office of the Kem County Tax Collector, none of the parcels in the respective Community Areas within the Assessment District shows delinquencies in the payment of fiscal year 2000-01, 2001-02, 2002-03, or 2003-04 property tax installments. Limited Obligafioa of the City Upon Delinquency If a delinquency occurs in the payment of any assessment installment, the City has a duty only to transfer into the Redemption Fund the amount of the delinquency out of the Special Reserve Fund and to undertake, under certain circumstances, judicial foreclosure proceedings to recover such delinquencies. This dory of the City is continuing during the period of delinquency, until reinstatement, redemption, or sale of the delinquent property. There is no assurance that funds will be available for this purpose and if, during the period of delinquency, there are insufficient funds in the Special Reserve Fund, a delay may occur in payments to the owners of the Bonds. If there are additional delinquencies after exhaustion of funds in the Special Reserve Fund, the City is not obligated to transfer into the applicable Redemption Fund the amount of such delinquency out of any other available moneys of the City. THE CITY'S LEGAL RESPONSIBII.ITIES WITH RESPECT TO SUCH DELINQUENT INSTALLMENTS ARE LIMITED TO ADVANCING THE AMOUNT THEREOF SOLELY FROM ANY AVAII,ABLE MONEYS IN THE SPECLAL RESERVE FUND AND TO UNDERTAKING, UNDER CERTAIN CIRCUMSTANCES, NDICIAI, FORECLOSURE PROCEEDINGS TO RECOVER SUCH DELINQUENCIES. THIS DUTY OF THE CITY TO ADVANCE FUNDS IS CONT'INi7ING DURING THE PERIOD OF DELINQUENCY ONLY TO THE EXTENT OF FUNDS AVAILABLE FROM THE SPECIAL RESERVE FUND UNTIL REINSTATEMENT, REDEMPTION, OR SALE OF THE DELINQUENT PROPERTY. IN ACCORDANCE ~Vl'I'H' SECTION 8769(b) OF THE 1915 ACT,'fI~ CITY FIAS DETERIvIINED THAT IT WILL NOT ADVANCE FUNDS FROM ITS TREASURY TO CURE ANY DEFICIENCY IN T'IiE REDEMPTION FUND. Bankruptcy and Foreclosure The payment of assessment installments and the ability of the City to foreclose on the lien of a delinquent unpaid assessment, as discussed below in the section entitled "SPECL4L RISK FACTORS -Covenant to 32 Commence Superior Court Foreclosure," may be limited by barilwptcy, insolvency, or other laws generally affecting creditors' rights or by the laws of the State of California relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified, as to the enforceability of the various legal instruments, by reference to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws affecting the rights of creditors generally, to the application of equitable prhrciples, to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies in the State. On July 3Q, 1992, the United States Court of Appeals for the Ninth Circuit issued its opinion in a bankruptcy case entitled In re Glasply Marine 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 banluptcy were not entitled to priority over a secmed creditor with a prior lien on the property. The court upheld the priority of unpaid taxes imposed after the filing of the bankruptcy petition as "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 of the proceeds of the sale except the amount of the pre-petition taxes. According to the court's ruling, as administrative expenses, post-pefifion taxes would have to be paid, assuming that the debtor has 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 baukrnptcy estate (through foreclosure or otherwise} it would at that time become subject to current ad valorem taxes. Glaspty is controlling precedent on bankruptcy courts in the State of California. Pursuant to statute, the lien date for general ad valorem property taxes levied in the State of California is the January 1 preceding the fiscal year for which the taxes aze levied. Therefore, under GIasply, a bankruptcy petition filing would prevent the lien for general ad valorem property taxes levied in subsequent fiscal yeazs from attaching so long as the property was a part of the estate in bankruptcy. Under current law, the lien of an assessment, unlike the lien for general ad valorem property taxes, attaches upon recordation of the notice of assessment. The notice of assessment for the Assessment District assessments was recorded in the Official Records of the County on September 30, 2003. Thus, before applying Glaspty to a bankruptcy situation involving assessments rather than genera] ad valorem property taxes, a court would need to consider the differences in the statutory provisions for creation of the applicable assessment lien. If a court were to apply Glaspty to eliminate the priority as a secured claim of the assessment lien with respect to post petition levies of the assessments as against property owners within the Assessment District who file for bankruptcy, collections of the assessments from such property owners could be reduced. It should also be noted that on October 22, 1994, Congress enacted 11 U.S.C. Section 362(b)(18), which added a new exception to the automatic stay for ad valorem property taxes imposed by a political subdivision after the filing of a bankruptcy petition. Pursuant to this new provision of law, in the event of a bankruptcy petition filed on or after October 22, 1994, the lien for ad valorem taxes in subsequent fiscal yeazs will attach even if the property is part of the bankruptcy estate. Bondowners should be aware that the potential effect of 11 U.S.C. Section 362(b}(18} on the Assessment District assessments depends upon whether a court were to determine that the assessments should be treated like ad valorem taxes for this purpose. Whether or not bankruptcy proceedings were to cause the assessment liens to become extinguished, bankruptcy of a property owner in all likelihood would result in a delay in prosecuting superior court foreclosure proceedings. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds, and the possibility that delinquent assessment installments might not be paid in full. Economic, Poetical, Social and Environmental Conditions Prospective investors are encouraged to evaluate curent and prospective economic, political, social, and environmental conditions as part of an informed investment decision. Changes in economic, political, social, or environmental conditions on a local, state, federal and/or international level may adversely affect investment risk generally. Such changes may also adversely affect the value of property within the Assessment District and/or the willingness or ability of the owners of land within the Assessment District to pay their assessments. Such condifional changes may include (but are not limited to) fluctuations in business production, consumer prices, or 33 financial markets, unemployment rates, technological advancements, shortages or surpluses in natural resources or energy supplies, changes in law, social unrest, fluctuations in the crime rate, political conflict, acts of war or terrorism, environmental damage, and natural disasters. Articles XIIIA and XIIIB of the California Constitution On June 6, 1978, Califamia voters approved an amendment to the California Constitution, commonly known as Proposition 13 (the JarvislGann Initiative) which added Article XIIIA to the Califamia Constitution. The effect of Article XIIIA is to limit ad valorem taxes on real property. On November 7, 1978, California voters approved Proposition 8, which made certain clarifications to Article XIHA. Article XIIIA of the California Constitution limits the amount of ad valorem taxes on teal property to 1% of "full cash value" as determined by the county assessor. Article XIIIA defines "full cash value" to mean "the county assessor's valuation of real property as shown on the 1975-76 tax bill under `full cash value' or, thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment." The "full cash value" is subject to annual adjustment to reflect increases, not to exceed 2% per yeaz, or decreases in the consumer price index or compazable local data, or to reflect reductions in property value caused by damage, destruction or other factors. Article XIIIA exempts from the 1% tax limitation any taxes to repay indebtedness approved by the voters prior to July 1, 1978, and allows local governments to raise their praperty tax rates above the constitutionally mandated 1% ceiling for the purpose of paying off certain new general obligation debt issued for the acquisition or improvement of real property and approved by two-thirds of the votes cast by the qualified electorate. Article XIIIA requires a vote of two-thirds of the qualified electorate to impose special taxes on real property, while otherwise generally precluding the imposition of any additional ad valorem, sales or transaction tax on real property. In addition, Article XIIIA requires the approval of two-thirds of all members of the State Legislature to change any State laws resulting in increased tax revenues. Enactment of Article XIIIA has reduced the amount of general property tax revenues received by the City. This reduction in such revenues makes it less likely that the City will have surplus funds, other than the Special Reserve Fund, with which to advance funds to make any payments or to cure any deficiency in dte Redemption Fund, should the City, in the exercise of its discretion, choose to do so. If there are additional delinquencies after exhaustion of funds in the Speoial Reserve Fund, the City has no obligation to transfer into the Redemption Fund the amount of any such delinquencies out of any surplus moneys of the Ciry. On July 2, 1979, the Fifth District Court of Appeal rendered a 3-0 decision in the case of Count~f Fresno v. Holmstrom {94 Cal. App. 3d 1474) that determined that special assessments are not subject to the limitations of Article XIIIA (Proposition 13). The Court held the one percent tax limitation imposed by California Constitution Article XIIIA on ad valorem taxes does not apply to special assessments levied pursuant to the Improvement Act of 1911 (Streets and Highways Code, Section 5000 et seq., the relevant portions of which are inwrporated in the 1915 Act) and the 1913 Act. The Court further held that because special assessments pursuant to such acts aze not within the definition of "special taxes" in Article XIIIA, the Constitution does not require the levy of assessments and the issuance of bonds to be approved by atwo-thirds vote of the qualified electors in an assessment district. On September 12, 1979, the California Supreme Court refused to heaz an appeal of the lower court's decision. At the November 6, 1979, general election, Proposition 4 (the Gamr hdtiative) was approved by the voters of California. Such proposition added Article XIIIB to the California Constinrtion. Article X.IILB of the California Constitution limits the annual appropriations of the State and of any city, county, school district, authority or other political subdivision of the State to the level of appropriations of the particulaz governmental entity for the prior fiscal year, as adjusted for changes in the cost of living, population and services rendered by the governmental entity. The "base year" for establishing such appropriation limit is the fiscal year 1978-79 and the Limit is to be adjusted annually to reflect changes in population, consumer prices and certain increases in the cost of services provided by these public agencies. 34 Appropriations subject to Article XIIIB generally include the proceeds of taxes levied by the State or other entity of local government, exclusive of certain State subventions, refunds of taxes, benefit payments from retirement, unemployment insurance and disability insurance funds. "Proceeds of taxes" include, but are not limited to, all tax revenues and the proceeds to an entity of government from (i) regulatory licenses, user charges, and user fees (but only to the extent such proceeds exceed the cost of providing the service or regulation), and (ii) the investment of tax revenues. Article XIIIB includes a requirement that if an entity's revenues in any year exceed the amounts permitted to be spent, the excess would have to be allocated to fund schools or be returned by revising tax rates or fee schedules over the subsequent two yeazs. On December 17, 1980, the Third Disirict Court of Appeal rendered a 3-0 decision in the case Coun of Placer v. Corin (113 Cal. App. 3d 443) that determined that special assessments are not subject to the limitation of Article XI1IB (Proposition 4}. The Court held that the definition of "proceeds of taxes" imposed by California Consfitution Article XIQB does not apply to special assessments andnnprovement bonds issued pursuant to the 1915 Act and the 1913 Act. The decision of the Court was not appealed. The enactment of Article XIIIA of the California Constitution (Proposition 13) and subsequent legislative enactments effectively repeal the otherwise mandatory duty on the part of the City, under the 1915 Act, to levy and collect a special tax {in an amount necessary to meet delinquencies, but not to exceed ten cents on each $100 of assessable property within the City in any one year) if other funds are not available to cover delinquencies. In eazly 194D, the U.S. Supreme Court struck down as a violation of equal protection certain property tax assessment practices in West Virginia, which had resulted in vastly different assessments of similar properties. Since Article XIIIA provides that property may only be reassessed up to 2°!°, per year, except upon change of ownership or new construction, recent purchasers may pay substantially higher property taxes than long-thee owners of comparable progeny in a community. The Supreme Court in the West Virginia case expressly declined to comment in any way on the constitutionality of Article XIIIA. Based on this decision, however, property owners in California brought three suits challenging the acquisition value assessment provisions of Article XIIIA. Two cases involve residential property and one case involves commercial property. In all three cases, State trial and appellate courts have ugheld the constitutionality of Article XIIIA's assessment rules and concluded that the West Virginia case did not apply to California's laws. On June 3, 1991, the U.S. Supreme Court ageed to heaz the appeal in the challenge relating to commercial property, but the plaintiff subsequently decided to drop the case. On October 7, 1991, the U.S. Supreme Court granted the plainfiffs petition for a writ of certiorari and agreed to heaz the Nordlineer v. Lynch case. On June 18, 1992, the U.S. Supreme Court affumed the Nordlinger decision (112 U.S. 2326} of the California Court of Appeal, Second Appellate District, which previously held that Article XIBt1 does not violate the U.S. Constitution. The City cannot predict whether any other pending or future challenges to the State's present system of property tax assessment will be successful, when the ultimate resolution of any challenge will occur, or the ultimate effect any decision regazding the State's present system of property tax assessment will have on the City's revenues or on the State's financial obligations to local governments. Articles XIIIC and XIIID of the California Constitution Proposition 218, a state ballot initiative known as the "Right to Vote on Taxes Act," was approved by California voters on November 5, 1996. Proposition 218 added Articles XIIIC and X~ to the State Constitution, and, with the exception of certain provisions, Articles XIIIC and XI1m became effective on November 6, 1996. Article Xl~, entitled "Assessment and Property Related Fee Reform," contains several new provisions making it generally more difficult for local agencies to levy and maintain "assessments" for municipal services and programs. Article XIIID requires that, beginning July 1, 1997, the proceedings for the levy of any assessment by the City under the 1913 Act (including, if applicable, any increase in such assessment or any supplemental assessment under the 1913 Act} must be conducted in conformity with the provisions of Section 4 of Article XIIID. 35 "Assessment" is defined to mean any levy or chazge upon real property for a special benefit conferred upon the real property. Article XBID additionally provides that in levying "assessments" a local government must separate the "general benefits" from the "special benefits" conferred on a parcel and may not impose on any parcel an assessment which exceeds the "reasonable cost of the proportional special benefit conferred on that parcel." Article X11ID also contains various notice requirements and a public hearing requirement and prohibits the imposition of an assessment if ballots submitted by property owners, weighted according to the proportional financial obligation of the affected property, in opposition to the assessment exceed the ballots submitted in favor of the assessment. The City believes that it has complied with all provisions of Article X)1~, applicable to the Assessment District proceedings described herein. All ballots submitted by property owners were in favor of the assessment. Article XHIC, entitled "voter Approval for Local Tax Levies," provides, in Section 3 thereof, that the initiative power shall "not be prohibited or otherwise limited in matters reducing or repealing any ... assessment" of the City. Thus, Article XIBC removes limitations on the inifiative power in matters of, among other things, assessments. Consequently, the voters of the City could, by futwe initiative, repeal, reduce, or prohibit the futwe imposition or increase of any assessment. "Assessment," is not defined in Article XIIIC and it is not cleaz whether the definition of that term in Article X)IID (which is generally property-related as described above) would be applied to Article XIBC. No asswance can be given that the voters of the City will not, in the future, approve initiafives that repeal, reduce, or prohibit the future imposition or increase of any assessments. In the case of the unpaid assessments that aze pledged as security for payment of the Bonds, the 1915 Act provides a mandatory, statutory duty of the City and the Kem County Auditor to post instalhnents on account of the unpaid assessments to the Kem County property tax roll each yeaz while any of the Bonds are outstanding in aggregate amounts equal to the principal of and interest on the Bonds coming due in the succeeding calendaz yeaz. Although the provisions of Article XIIIC have not been interpreted by the courts, the City believes that the initiative power cannot be used to reduce or repeal the unpaid assessments that are pledged as security for payment of the Bonds or to otherwise interfere with the mandatory, statutory duty of the City and the Kem County Auditor with respect to the unpaid assessments that aze pledged as security for payment of the Bonds. The interpretation and application of Proposition 218 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. Future Initiatives Articles XIHt1, XIIB3, XBIC, and X)JID of the Constitution were each adopted as measwes that qualified for the ballot pwsuant to California's initiative process. From time to time other initiative measwes could be adopted, which may affect the ability of the City to levy and maintain assessments. Covenant to Commence Superior Court Foreclosure The 1915 Act provides that in the event any assessment or installment thereof or any interest thereon is not paid when due, the City may order the institution of a court action to foreclose the lien of assessment. In such an action, the real property subject to the unpaid assessment may be sold at judicial forecloswe sale. This forecloswe sale procedwe is not mandatory. However, in the Bond Resolution, the City has covenanted that, in the event any assessment or installhent thereof, including any interest thereon, is not paid when due, the City will, no later than October 1 in any yeaz, file an action in the Superior Court of Kem County to foreclose the lien on each delinquent assessment if (i} the sum of uncwed assessment delinquencies for the preceding fiscal year exceeds 5% of the assessment instalhnents posted to the tax roll for that fiscal year and (ii) the amount in the Special Reserve Fund is less than the Reserve Requirement. In the event such Superior Court forecloswe w forecloswes aze necessary, there may be a delay in payments to the owners of the Bonds, pending prosecution of the forecloswe proceedings and receipt by the City of the proceeds of the forecloswe sale. It is also possible that no bid for the pwchase of the applicable property would be received at the forecloswe sale. Prior to July 1, 1983, the right of redemption from foreclosure sales was limited to a period of one yeaz from the date of sale. Under legislation effective July 1, 1983, the statutory right of redemption from such forecloswe sales has been repealed. However, a period of 140 days must elapse after a court adjudges and decrees a 36 lien against the lot or parcel of land covered by an assessment or reassessment before the sale of such parcel can be given. Furthermore, if the purchaser at the sale is the judgment creditor, i.e., the City, an action maybe commenced by the delinquent property owner within ninety (90) days after the date of sale to set aside such sale. Price Realized Upon Foreclosure The 1915 Act provides that, under certain circumstances, property may be sold upan foreclosure at less than the Minimum Price or without a Minimum Price upon petition by the City. "Minimum Price" as used in this section is the amount equal to the delinquent instalhnents of principal and interest on the assessment or reassessment, together with all interest, penalties, costs, fees, charges and other amounts more fully detailed in the 1915 Act. The coon may authorize a sale at less than the Minimum Price if the court determines, based on the evidence introduced at the required hearing, any of the following: (A) Sale at the lesser Minvnum Price or without a Nfinimnm Price will not result in an ultimate loss to the owners of the Bonds. (B) Owners of 15% or more of the outstanding Bonds, by principal amount, have consented to such pefition by the City and the sale will not result in an ultimate loss to the non-consenting Bondowners. (C} Owners of TS% or more of the outstanding Bonds, by principal amount, have consented to the petition and all of the following apply: (1) By reason of determination pursuant to the 1915 Act, the City is not obligated to advance funds to cure a deficiency (the City made such a determination not to be obligated with respect to the Bonds). (2} No bids equal to or greater than the Minimum Price have been received at the foreclosure sale. (3) No funds remain in the Special Reserve Fund. (4} The City has reasonably determined that a reassessment and refunding proceeding is not practicable, or has in good faith endeavored to accomplish a reassessment and refunding and has not been successful, or has completed a reassessment and refunding arrangement which will, to the maximum extent feasible, minimize the ultimate loss to the Bondowners. (5) No other remedy acceptable to owners of 75°l0 or more of the outstanding Bonds, by principal amount, is reasonably available. The assessment or reassessment lien upon property sold pursuant to this procedure at a lesser price than the Minimum Price shall be reduced by the difference between the Minimum Price and the sale price. In addition, the court shall pemtit participation by the Bondouners in its consideration of the petition as necessary to its determinations. Implementation of the above-described Minimum Price procdsian by the court upon foreclosure could result in nonpayment of amaunts due to Bondowners who are not in agreement u~th the 75°l0 of such Bondoumers required to approve the sale at less than the Minimum Price. Reference should be made to the 1915 Act for a complete presentation of this provision. Priority of Lien Each assessment (and any reassessment) and each installment thereof, and any interest and penalties thereon, constitutes a lien against the pazcel of land on which it was imposed until the same is paid. Such a lien is subordinate to all fixed special assessment liens previously imposed upon the same property, but has priority over all private liens and over all fixed special assessment liens which may thereafter be created against the property. Such a 37 lien is co-equal to and independent of the lien for general property taxes and special taxes, including, without limitation, special taxes created pursuant to the Mello-Roos Act, whenever created against the property. Upon the issuance of the Bonds, none of the property in the Assessment District will be subject to any other special assessment lien created under the 1913 Act. The Silver Creek II Area is currently subject to an existing AD 94-3 assessment and the Brighton Place Area is currently subject to an existing AD 96-1 assessment; however both such assessments will be paid in full upon the issuance of the Bonds from a portion of the proceeds thereof. The property within the Brighton Place Area is subject to an existing special tax lien created by RNR CFp No. 92-1 pursuant to the Mello-Roos Act. The property within the SIlver Creek B Area is subject to an existing special tax lien created by Lakeside CFI} No. 96-1 pursuant to the Mello-Roos Act. The amount of special taxes, if any, to which property within RNR CFD No. 92-1 or Lakeside CFD No. 96-1 is subject varies based upon the zoning, the entitlements, and the type and level of development of such property. See "`fFIE BONDS -Priority of Lien." Refunding Bonds Pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds (Division 11.5 of the Califomia Streets and Highways Code}, the City may issue refunding bonds for the purpose of redeeming the Bonds. After the making of certain required findings by the City Council, the City may issue and sell refunding bonds without giving notice to and conducting a hearing for the owners of property in the assessment district, or giving notice to the owners of the Bonds. See "TIIE BONDS -Refunding Bonds." Upon issuing refunding bonds, the City Council could require that the Bonds be exchanged for refunding bonds on any basis which the City Council determines is for the City's benefit, if the Bondowners consent to the exchange. As an alternative to exchanging the refunding bonds for the Bonds, the City could sell the refunding bonds and use the proceeds to pay the principal of and interest and redemption premium, if any, on the Bonds as they become due, or advance the maturity of the Bonds and pay the principal of and interest and redemption premium thereon. Absence of Market for Bonds No application has been made for a rating for the Bonds, and it is not known whether a rating for the Bonds could be secured either now or in the future. There can be no assurance that there will ever be a secondary market for purchase or sale of the Bonds, and from time to time there map be no market for them, depending upon prevailing market conditions and the financial condition or mazket position of firms who may make the secondary mazket. Loss of Tax Exemption As discussed under the heading "TAX MATTERS," interest on the Bonds could cease to be excluded from gross income for purposes of federal income taxation, retroactive to the date the Bonds were issued, as a result of future acts or omissions of the City. ENFORCEABILITY OF REMEDIES The remedies available to the Paying Agent, the City, or the owners of the Bonds upon any nonpayment of assessment installments are in many respects dependent upon judicial actions, which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically Title 11 of the United States Code {the federal bankruptcy code) and relevant banking and insurance law, the remedies provided in the 1915 Act and the 1913 Act may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by bankruptcy, reorganization, insolvency, or other similar laws affecting the rights of creditors generally, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies in the State of California. 38 ABSENCE OF MATERIAL LITIGATION No litigation is pending concerning the validity of the Bonds or the Bond Resolution, and an opinion of the City Attomey to that effect will be famished to the purchaser at the time of the original delivery of the Bonds. The City is not aware of any litigation pending or threatened questioning the polifical existence of the City ar contesting the City's ability to pay interest on the Bonds. There are a number of lawsuits and claims pending against the City. In the opinion of the City Attomey, the aggregate amount of liability that the City might incur as a result of adverse decisions in such cases would be covered under the City's insurance policies or self-insurance program. CERTAIN BVFORMATION CONCERNING THE CITY Certain general information concerning the City is included in APPENDIX A hereto. THE GENERAL FUND OF THE CITY IS NOT LIABLE FOR THE PAYMENT OF THE BONDS OR `TFIE INTEREST 'I'HF,REON, AND THE TAXING POWER OF 'I'FIE CITY IS NOT PLEDGED FOR THE PAYMENT OF THE BONDS OR THE INTEREST THEREON. TAX MATTERS In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, based upon an analysis of existing laws, regulations, rulings, and court decisions, interest on the Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes. Bond Counsel is also of the opinion that interest on the Bonds is not a specific preference item for purposes of the federal individual and corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings in calculating federal corporate alternative minimum taxable income. A complete copy of the opinion of Bond counsel is set forth in APPENDIX C hereto. The Internal Revenue Code of 1986 (the "Code") imposes various restrictions, conditions, and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The City has covenanted to comply with certain restrictions designed to assure that interest on the Bonds will not 6e included in federal gross income. Failure to comply with these covenants may result in interest on the Bonds being included in federal gross income, possibly from the date of issuance of the Bonds. The opinion of Band Counsel assumes compliance with these covenants. Bond Counsel has not undertaken to detemune (or to inform any person} whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds may adversely affect the tax status of the interest on the Bonds. Certain requirements and procedures contained or referred to in the Bond Resolution, the tax certificate to be executed by the City at closing, and other relevant documents may be changed and certain actions (including, without limitation, defeasance of the Bonds) may be taken or omitted under the circumstances and subject to the terms and conditions set forth in such documents. Bond Counsel expresses no opinion as to any Bonds or the interest thereon if any such change occurs or actions aze taken or omitted upon the advice or approval of bond counsel other than Omck, Herrington & Sutcliffe LLP. However, without limiting the generality of the foregoing, the City has covenanted in the Bond Resolution that, prior to making any change to or taking or omitting to take any action with respect to any of the agreements, requirements, or procedures contained or refereed to in the Bond Resolution, the tax certificate, or other relevant documents pertaining to the Bonds, the City will do either of the following. (i) obtain a subsequent opinion of Orrick, Herrington & Sutcliffe LLP that such change, action, or omission will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds; or (ii} obtain an opinion of alternative nationally recognized bond counsel to the effect originally delivered by Bond Counsel that, notwithstanding such change, action, or omission, interest on the Bonds is excluded from gross income for federal income tax purposes. Although Bond Counsel will render an opinion that interest on the Bonds is excluded from gross income for federal income tax purposes and is exempt from California personal inwme taxes, the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may otherwise affect a Bondholder's federal tax liability. The nature and extent of these other tax consequences will depend upon the particular tax stains of the Bondholder or the Bondholder's other items of income or deduction. Bond Counsel expresses no opinion regazding any such other [ax consequences. 39 APPROVAL OF LEGALITY The validity of the Bonds and certain other legal matters are subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel. A complete copy of the proposed form of bond counsel opinion is contained in APPENDIX C hereto and is printed on the Bonds. Bond counsel undertakes no responsibility for the accuracy, completeness, or fairness of this Official Statement. Certain matters will be passed upon for the City by the City Attorney of the City of Bakersfield Certain other matters will be passed upon by Pillsbury Winthrop LLP, Los Angeles, California, as disclosure counsel to the City, and by Jones & Beardsley, as counsel to C&C California. The Underwriter has been represented by legal counsel in connection with the preparation of this Offtcial Statement. Pursuant to a Bond Purchase Contract between the City and the Underwriter, the Bonds are being purchased by the Underwriter at a purchase price equal to the principal amount of Bonds being issued less an Underwriter's discount of $36,1%7.50. The Bond Purchase Contract provides that the Underwriter will purchase all of the Bonds if any are purchased, the obligation to make such purchase, if made, being subject to certain terms and conditions set forth in the Bond Purchase Contract, the approval of certain legal matters by counsel, and certain other conditions. The Underwriter may offer and sell Bonds to certain dealers and others at a price other than the offering price. The offering price may be changed from time to time by the Underwriter. NO RATING The City has not made and does not contemplate making application to any rating agency for the assignment of a rating to the Bonds. CONTINUING DISCLOSURE The City and C&C California have each covenanted for the benefit of Bondholders to provide an annual or semi-annual report, as applicable, containing certain financial information and operating data relating to the Assessment District and the property in the Assessment District by not later than nine months after the end of the City's fiscal year (i.e., cnrreutly not later than April 1 of each yeaz),'commencing with the report for the 2003-04 fiscal year, and to provide notices of the occurrence of certain enumerated events, if material. The specific nature of the information to be wntained in each annual or semi-annual report, as applicable, or each notice of material events, if any, is set forth in the respective Continuing Disclosure Certificate, the forms of which are attached hereto as "APPENDIX F - CONT1N17ING DISCLOSURE CERTIFICATES." These covenants have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(bx5), as amended (the "Rule"). Each of the City and C&C California has represented that it has never failed to comply with any previous undertaking to provide annual or semi-annual reports, as applicable, and notices of material events. MISCELLANEOUS The foregoing summaries or descriptions of provisions of the Bonds, the Bond Resolution, and all references to other materials not purporting to be quoted in full are only brief outlines of some of the provisions thereof and do not purport to summarize or describe all of the provisions thereof, and reference is made to said documents for full and complete statements of their provisions. The appendices hereto aze a par[ of this Official Statement. Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. The Official Statement is not to be constmed as a contract or agreement between the City and the purchasers or owners of any of the Bonds. ao The execution and delivery of this Official Statement has been duly authorized by the City. CITY OF BAKERSFIELD i By: 7`'" e egq J. K r' ~k ~inance Director. at (THIS PAGE INTENTIONALLY LEFT BLANK} APPENDIX A CITY OF BAKERSFIELD ECONOMIC, FINANCIAL AND DEMOGRAPffiC IlVFORMATION General The City is located at the southern end of the San Joaquin Valley, approximately 110 miles north of Los Angeles and 240 miles south of San Francisco. The City includes over 116 square miles of land and an additional 76 square miles of land area is located within the City's sphere of influence. The City is a regional center for industry, government, transportation, retail trade, medical services, and oil field operations. Major manufacturing activities include iron and steel fabrication, plastic foam products, food products, petroleum refining, and textiles. Bakersfield is one of the leading convention centers of the state and is the commercial hub of Kern County {the "County"). As the County seat, it is the location of many county, state, and federal offices. The metropolitan area has expanded considerably beyond the City limits. As of January 1, 2003, the estimated population of the County was 702,900 and the estimated population of the City was 266,784, according to the California Department of Finance and the City's Finance Department, respectively. The Bakersfield Standard Metropolitan Statistical Area (SMSA} includes all of Kem County, as defined by the State Department of Employment Development. City Government The City was incorporated on January 11, 1898, under the general laws of the State of California (the "Skate"). The City is a charter city with a counciUmanager form of government. The City Council is comprised of seven council members, elected by ward on a staggered basis for a term of four years. The mayor is directly elected for afour-year teem. The council appoints the City Attorney and the City Manager, who also serves as the Executive Director of the Bakersfield Redevelopment Agency (the "Agency"). There are approximately 1,343 permanent City employees, including 74 persons in management and 175 persons in supervisory positions. Fire protection is provided by 176 firemen and officers, manning 12 stations. 'The police department has 319 patrolmen and officers. Tax Levies and Delinquencies; Assessed Valuation of Taxable Property The Kern County Tax Collector collects ad valorem property tax levies representing taxes levied for each fiscal yeaz on taxable real and personal property which is situated in the County as of the preceding March 1. Unsecured taxes aze assessed and payable on Mazch 1 and become delinquent August 31, in the next fiscal year. Accordingly, unsecured taxes aze levied at the rate applicable to the fiscal yeaz preceding the one in which they are paid. One half of the secured tax levy is due November 1 and becomes delinquent December 10; the second installment is due Febmary 1 and becomes delinquent April 10. A ten percent penalty is added to any late installment. On June 3Q, delinquent properties are sold to the State. Property owners may redeem property upon payment of delinquent taxes and penalties. Tax-defaulted properties are subject to a redemption penalty of one and one-half percent {1-1/2°l0) of the tax due, charged from 7uly 1 following the date on which the properly became tax-defaulted to the date of redemption, plus a penalty for every subsequent tax year (i.e., July 1 through June 30) in which the property remains tax-defaulted, at a rate of one and ono-half percent (1-112%) of the tax due for each such tax year. Properties may be redeemed under an instalhnent plan by paying current taxes, plus 20% of delinquent taxes each yeaz for five years, with interest accnring at one and one-half percent (1-112%) per month an the unpaid balance. If no payments have been made on na delinquent taxes at the end of five fiscal yeazs, the property is deeded to the State. Such properties may thereafrer be conveyed to the County Tax Collector as provided by law. The table below summarizes the City's property tax levies, the cturent amounts delinquent, and total collections for fiscal years 1943-94 through 2002-03. Fiscal Year 1993-94 1994-95 1995-96 1996-47 1997-98 1998-99 1499-00 2000-01 2oo1-az 2002-03 Table A-1 City of BakersSeld Property Tax Levies and Delinquencies t~1 Fiscal Years 1993-94 through 2002-03 Total Total Tax Percent of Levy Tax Lew Collections Collected $15,835,374 16,349,776 16,856,805 17,175,495 17,289,200 17,864,445 18,554,717 19,093,149 2o,121s28 21,301,453 $15,796,355 16,239,085 16,975,278 17,464,195 17,430,365 20,488,683 19,123,448 18,199,926 20,675,415 23,523,106 47.1% 96.7 96.4 91.5 97.4 111.7 99.5 92.9 99.4 107.4 (1) Excludes redevelopment tax increment revenues. Source: Ci[y Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2003. Percent of Current Taxes Collected 99.8°l0 99.3 100.7 101.7 100.8 lla.7 103.1 95.3 102.8 110.4 The table below sutruxtarizes the assessed valuations in the City for fiscal yeazs 1943-94 through 2002-03. Table A-2 City of BakersSeld Assessed Value of Taxable Property (Fiscal Years 1993-94 through 2002-03) Percent Total Assessed Increase Fiscal Year Secured Unsecured U~ Value ecrease 1993-94 $7,243,647,529 $342,279,574 $13,306,584 $7>599,233,687 4.90°/a 1994-95 7,662,423,762 342,662,118 14,047,810 8,019,183,b90 5.53 1995-96 8,068,506,294 356,616,991 13,232,185 8,438,356,070 5.23 1996-97 8,213,247,086 350,499,835 13,971,013 8,577,717,934 1.65 1997-98 8,407,516,746 374,446,012 15,497,196 8,797,459,954 2.56 1998-99 8,b28,532,571 453,535,838 17,719,409 9,099,787,818 3.44 1999-00 9,268,459,616 423,862,659 19,424,138 9,711,74b,413 6.72 2000-01 9,809,567,800 432,049,903 19,039,560 10,260,657,263 5.65 2001-02 10,111,103,449 462,192,054 18,851,231 10,592,146,734 3.23 2002-03 10,820,426,790 481,183,430 18,614,866 11,320,725,086 6.88 Source: City Comprehensive Annual Financial Report for Fiscal Yeaz Ended June 30, 2003 A-2 The table below shows the assessed valuations of the principal taxpayers in the City as of June 30, 2003 Table A-3 City of Bakersfield Assessed Valuation of Principal Taxpayers {June 30, 2003} 2002-03 Assessed Percentage of Total Taxnaver (1J Tvae of Business Valuation Assessed Valuation Bakersfield Mall LLC Shopping Center $ 114,341,674 1.01% Castle & Cooke Comm. Inc. Real Estate Development ]01,116,491 0.89 Ice Cream Partners, USA Manufacturing 63,866,689 0.56 State Farm Insurance 58,422,309 0.52 Beaz Mountain Limited Cogeneration 55,727,020 0.49 Sun Easton Corporation Commercial 2%,721,236 0.25 Wal Mart Stores, Inc. Retail Sales 24,958,174 0.22 Time Warner Entertainment Cable 24,680,726 0.22 AlbertsonsInc. Groceries 24,655,249 0.22 United States Cold Storage of CA Industrial 24,180,076 0.21 Total taxable assessed value of ten {10) largest taxpayers $ 520,b69,640 4.60 Total taxable assessed value of other taxpayers 10.800,055.446 95.40 Total taxable assessed value of all taxpayers 1 L320.725.OR lnaal% (1) Related parties grouped together on the original source document (County's list of assessed val uations) are included in the total assessed valuation amount for each taxpayer cited. Unitary and operatntg nonunitary aze excluded as valuation by pazcel is no longer available. Source: City Comprehensive Annual Financial Report for Fiscal Yeaz En ded June 30, 2003, citing FIDL Coren & Cone and Kern County Assessor 2002103 Combined Tax Rolls. Demographic Statistics The following table sets forth various demographic data regarding the City, including population, estimated median household income, elementary school enrollment, and estimated unemployment rate, from fiscal year 1993- 94 through 2002-03. Table A-4 City of Bakersfield Demographic Statistics (Fiscal Years 1993-94 through 2002-03) Estimated Median Elementary Estimated Household School Unemployment Fiscal Year Population Income Enrollment Rate 1993-94 197,469 $35,885 26,312 13.5% 1994-95 207,472 37,449 26,350 12.8 1945-46 212,715 31,852 26,903 12.4 1996-97 214,554 31,888 27,12G 11.4 1997-98 221,689 33,339 27,370 10.9 1998-99 230,771 33,754 27,668 11.0 1999-00 237,222 34,343 27,783 12.5 2000-O1 254,368 37,573 28,099 10.4 2001-02 257,914 35,153 28,267 11.2 2002-03 266,784 42,800 28,179 12.0 Sources: City Comprehensive Annual Financial Report for Fiscal Year Ended June 30, 2003 A-3 Employment The County's total labor force, the number of persons who work or are available for work, is estimated to be 305,400 for 2003, an increase of 2.11% over the preceding year. The number of employed workers in the labor force is estimated to be 267,900 for the same date. The following table sets faith information regazding the size of the labor force, employment and unemployment rates for the County, the State, and the United States for the calendar years 1998 through 2003. Table A-5 Employment -Averages Calendar Years 1998 - 2003 1998 1999 2000 2001 2002 2003 Kern County Labor Force (OOOs) 277.9 277.9 287.1 292.0 299.1 305.4 Employment(QOOs) 244.2 246.3 254.7 260.9 264.0 267.9 Unemployment Rate 12.1% 11.4% 11.3% 10.6% 11.7% 12.32% State of California Labor Force (OOOs) 16,138.1 16,375.6 16,884.2 17,182.9 17,404.6 17,629.3 Employment(OOOs) 15,180.9 15,522.3 16,048.9 16,260.1 16,241.8 16,455.4 Unemployment Rate 5.9% 5.2% 4.9% 5.4°l0 6.7% 6.7% United States Labor Force (OOOs) 137,673 (I) 139,368 (1) 142,583 (1) 143,734 144,863 146,510 (1) Employment(OOOs} 131,463(1) 133,488(1) 136,891 (1) 136,933 136,485 137,736 Unemployment Rate 4.5°l0 4.2% 4.0% 4.7% 5.8% 6.0% (1j Not strictly comparable with data fox prior yeazs. Sowce: California Employment Development Department and U.S. Depafinent of Labor Bweau of Labor Statisfics. (Remainder of Page Intentionally Left Blank] A-4 The following table sets forth the top twenty employers in the City as of July 2003. Table A-6 CITY OF BAKERSFIELD Principal Employers (As of Jaly 2003) FIRM PRODUCT/SERVICE EMPLOYEES County of Kem Government 9,400 Grimmvvay Enterprises Agriculture 5,000 ~~~'$ Fay Agriculture 4,000 Wm. Bolthouse Famrs Agriculture 2,400 Bakersfield Memorial Hospital Hospital 1,350 City of Bakersfield Government 1,275 Aera Energy LLC Oit and Gas Production 1,150 Mercy Hospitals Hospital 1,100 State Farm Insurance Insurance 1,003 California State University Bakersfield Education 1,003 ChevronTexaco Oil and Gas Production 1,000 Pandol & Sons Agriculture 1,000 San Joaquin Community Hospital Hospital 955 ACS Call Center 800 Frito-Lay Ine. Food Production 800 Kaiser Permanente Health Caze 729 Seazs Logistics Logistics 650 B.A.R.C. Non-Profit 560 Pazamount Citms Association Agriculture 550 Bakersfield College Education 400 Source: City of Bakersfie]d [Remainder of Page Intentionally Left Blank] A-s Building Activity 94. The following table summarizes the City's total annual buIlding permit valuations since Fiscal Year 1993- Table A-7 CITY OF BAKERSFIELD Property Value, Construction, and Bank Deposits (1) Fiscal Years 1493-94 through 2002-03 Commercial Residential Other To[al Construction Construction Construction Construction Fiscal Number of Number of Numbex of Bank Year Units Value Units Value Value Units Value Deposite 1993-94 30 $70,472 1,581 $154,577 $28,533 1,611 $253,582 $1,646,679 1994-95 39 65,891 1,571 150,429 37,167 1,610 253,487 1,563,075 1995-96 50 26,287 1,909 179,127 41,962 1,959 247,376 1,678,075 1996-97 102 42,352 1,352 132,785 4Q,459 1,454 215,596 2,310,008 1997-98 147 49,241 1,983 197,773 67,281 2,130 314,295 2,438,004 1998-99 213 78,199 2,088 223,576 36,958 2301 338,733 2,464,202 1999-00 140 51,251 1,890 218,656 34,438 .2,030 304,245 2,454,280 2000-O1 123 38,113 2,012 261,522 48,067 2,135 347,702 2,730,1OJ 2001-02 143 70,874 2,445 311,639 57,983 2,588 440,496 2,865,985 2002-03 141 56,694 2,981 428,534 62,ll2 3,122 547,340 Not Available (I) Property values and bank deposits aze reported in thousands Sources: City Finance Depanment. Commercial Activity Consumer spending in calendar year 2002 resulted in approximately $3,828,193 in taxable sales in the City, which is approximately 2.24% above calendaz year 2001. The following table sets forth information regarding taxable sales in the City for calendar yeazs 1998 through 2002. Table A-8 CITY OF BAKERSFIELD Taxable Retail Sales 1998 - 2002 (OOOs) 1998 1999 2000 2001 2002 Appazel stores $ 93,522 $ 97,207 $ 109,847 $ 117,054 $ 126,267 General merchandise stores 522,425 564,971 548,519 633,892 667,344 Food stores 148,581 162,505 176,986 181,300 196,060 Eating and drinking places 250,628 266,476 287,815 309,643 330,061 Home furnishings and appliances 102,108 113,435 123,510 126,841 142,019 Building materials and farm imphnts. 184,458 217,197 244,146 256,506 286,088 Automobile dealers and auto supplies 531,261 623,868 716,804 845,904 850,364 Service stations 157,046 179,011 209,644 187,497 178,716 Other retail stores 318.548 342,586 372,930 384,538 413.285 Total Retail Outlets 2,308,577 2,567,256 2,840,206 3,043,180 3,190,204 All Other Outlets 588,811 629,476 657 574 701,212 637.989 Total All Outlets $2,897,388 $3,196,732 $3,497,780 $3,744,392 $3,828,193 Source: California State Board of Equalizafion A-6 There are three major shopping centers in the City. Majar department stores with local outlets include Robinsons-May, Macy's, Mervyns, J.C. Penney, and Seazs. The retail base includes two Wal-Marts, two Targets, one K-Mart, two Home Depots, a Lowe's Home Improvement Store, and a Costco. The number of sales permits issued and the valuation of taxable transactions for the years 1998 through 2002 is presented in the following table. Table A-9 CITY OF BAKERSFIELD Number of Permits and Valuation of Taxable Transactions 1998-2002 Retail Stores Total All Outlets Year No. of Permits Taxable Transactions No. of Permits Taxable Transactions 1998 2,838 $2,308,577 5,864 $2,897,388 1999 2,955 2,567,256 5,887 3,19b,732 2000 3,163 2,840,206 5,961 3,497,780 2001 3,422 3,043,180 6,213 3,744,392 2002 3,552 3,190,204 6,359 3,828,193 Source: State of California, Board of Equalization Transportation Well-developed surface and air transportation facilities are available to City residents and business firms. Main tines of both the Union Pacific and the Burlington Northern Santa Fe railroads traverse the azea. Amtrak service is available. State Highway 99, the main north-south artery serving the most populous communities along the east side of the Central Valley, runs through the center of the City. State Highway 58 provides east-west linkage between Interstate 5, 20 miles west, and htterstate 15 at Barstow, to the east, Highway 178, heading northeast, is the major route along the Kern River Valley. Highway 65, to the north, provides access to communities east of Highway 99 and to Sequoia National Park. Interurban motor transportation is made available by Orange Belt Stages, Greyhound, and Trailways. Golden Empire Transit provides local bus transportation. Meadows Field {Kern County Airport) adjoins the City to the north. Regularly scheduled passenger and air cargo service is available as well as charter service and general aviation services. The main runway is 11,000 feet in length. Utilities Electricity throughout the City is supplied by Pacific Gas and Electric Company. This company, along with Southern California Gas Company, also supplies natural gas. Telephone service is by SBC. Fifteen private water companies serve the City. Sewer service is provided by the City. Education Public education in the City through the secondary grades is provided by a number of elementary school districts, including the Bakersfield City School District and Kern High School District. There aze also a number of private schools, nursery schools, and pre-schools within the City. A-7 The City lies within Kern Community College District, which administers Bakersfield College. This two year institution is located on a 150-acre site in northeast Bakersfield. Vocational and technical courses aze offered as well as academic courses designed to equip the student for transfer to a four-year college or university in the third year. Bakersfield College attracts about half the local high school graduating class each year. California State University, Bakersfield opened in 1970. It is one of the newest campuses in the State University system, receiving its university status in 1988. It is on a 375-acre site located in the western portion of the City. Majors offered include anthropology, art, earth sciences, philosophy, mathematics, political science, business and teaching. A graduate program offers the master's degree in a number of fields. The newest campus in the University of California system , UC Merced, is scheduled to open in 2004. UC Merced will serve the entire San Joaquin Valley, with the main campus located in the City of Merced and satellite centers located in the City (which satellite center has already opened) and the Cifies of Fresno and Modesto. Financial Services Statewide banking systems serving the City include Bank of America, Washington Mutual Bank, Sanwa Bank California, Union Bank, and Wells Fargo Bank. Their services are supplemented by local and regional banks, and various sadrrrgs and loan associations. Community Facilities The City has six general hospitals with a total bed capacity of 1,015. The City is a primary medical center of a region larger than some states. Mercy Hospital and Greater Bakersfield Memorial Hospital aze among the largest employers in the City. Kern Medical Center, administered by the County, is affiliated with UCLA Medical Center of Los Angeles. The daily `Bakersfield Californian" and two weekly newspapers provide regional news coverage. Bakersfield has twenty radio stations, four television stations and three cable TV companies. The City has 41 public parks, covering a total of 395 acres. The Bakersfield Centennial Garden and Convention Center contains a 3,250-seat concert hall, a 9,000-seat arena, four meeting halls, and six conference rooms. Memorial Stadium hosts more National AAU track meets than any other city in the country. County-owned golf courses and five private courses offer year-round golf, and tennis is played throughout the yeaz at the Bakersfield Racquet Club. Cultural advantages of the City include a community theater, the Bakersfield Symphony orchestra, a community concert group, and Cunningham Art Gallery. Bakersfield College and California State University, Bakersfield, sponsor plays, concerts, lecuues, and special events throughout the year. A-8 APPENDIX B APPRAISAL s-i APPRAISAL REPORT OF Assessment District 03-1 LOCATED AT: Various Locations in Northwest and Southwest Bakersfield, California Identified as the Brighton Place Area and the Silver Creek II Area AS OF: March 24, 2004 PREPARED FOR: City of Bakersfield Finance Department 1501 Truxtun Avenue Bakersfield, CA 93301 PREPARED BY: Lauver & Associates, Inc. PO Box 564 Bakersfield, California 93302 (661) 399-0819 Launer & Associates, Inc. Real Estate Appraisal Services PO Box 564 Bakersfield, California 93302 {661) 399-0819 FAX 399-9828 March 24, 2004 City of Bakersfield Finance Deparhnent 1501 Truxtun Avenue Bakersfield, CA 93301 ATTN: Gregory Klimko, Finance Director RE; Assessment District 03-1 Brighton Place and Silver Creek II Areas Bakersfield, California Gentlemen, In accordance with your request, I have inspected the real estate, specific plan documents, and other related data regarding the above real estate, in the incorporated area of the City of Bakersfield, California, as hereinafter described. The inspection was made for the purpose, and as part of the process, of providing value estimates of the subject property, as of March 24, 2004. The hypothetical sale referred to in the definition of Market Value, and thus any values in this report are on the basis of all cash to the seller, therefore, no consideration has been given to existing or proposed fmancing. The defmition of Market Value as herein used and the property rights appraised are set forth on pages six and eight of this report. The function of this appraisal report is to assist the client in ascertaining their collateral position that is to be secured by the herein-described property. In accordance with our agreement, this appraisal report is a Summary Report (under Standards Rule 2-2, as defined in the Uniform Standards of Professional Appraisal Practice, USPAP) of a Complete Appraisal performed under Standards Rule 1 of the USPAP. As a result of the investigation and based upon the data presented in this report, it is the appraiser's fording that the values applicable to the subject property, as of the date previously mentioned, are as reflected in the Summary of Important Facts and Conclusions on Page 1 of this report. All values for the subject properties that were estimated in this report are subject to the liens imposed by Assessment District 03-1 and school CFD bonded indebtedness (see the Engineer's Report prepared by Wilson & Associates dated September 10, 2003, pages I-3 through 1-G, inclusive). It was our fording that the CFD bond payments represent a less than 1/10 of 1% of the monthly sales proceeds. Moreover, the payments associated with canying cost of bonded indebtedness imposed by Assessment District 03-1 are also covered in our estimate of variable indirect expense in the discounted cash flow analyses for each of the areas addressed in this appraisal. The Appraisal, subject to the various limitations and assumptions set forth therein, provides an estimate of the as-is market value (designated in the Appraisal as the "Bulk Value of Recorded Lots" and defined herein as the "Bulk Value") of each parcel of property within the Assessment District. Because final maps have been recorded for all parcels in the Assessment District, the Appraiser determined Bulk Value by discounting the Aggregate Finished Lot Value When Complete (as defined below} of each parcel based on the portion of the Completion Costs (as defined below} not yet incurred by C&C California. The "Aggregate Furished Lot Value When Complete" as described in the Appraisal represents the value of each parcel assuming the completion of the Improvements and considers the value added by existing improvements, a recorded subdivision map, and the "Completion Costs," which are defined herein as the costs associated with the developer-funded improvements necessary to develop such parcel as a finished lot available for improving with new housing units. The Completion Casts were presumed by the Appraiser to include direct and indirect costs for each lot, taxes during construction, costs associated with school bonds, profits, commissions, administrative and miscellaneous expenses, and the time value of money. Our research indicates the subject properties have no natural, cultural, recreational or scientific value. The appraiser observed no apparent environmental hazards during the visits to the site. Also, in this regard, please read the Underlying Assumptions and Limiting Conditions, and Certifications sections of this report, both of which are important parts and govern the use and validity of this appraisal report. Based on the studies and investigations conducted, and, after careful consideration of all pertinent factors affecting value, I have formed the conclusion that the `As Is' market values of the subject properties, as defined, as of the effective date of this appraisal, are as shown on Page One (1} of this report. This report is for the, exclusive use of the City of Bakersfield, its affiliates, designates and assignees, rating agencies, bond holders and prospective bond holders, and no other parties shall have any right to rely on any service provided by Lauver & Associates, Inc. without prior written consent. The appraiser has granted permission to publish this appraisal in the Official Statement and consented for its use in marketing of the Assessment District 03-1 bonds. Sincerely, Michael Lauver, MAI SRA Certified General Appraiser State of California Certificate No. AG 002049 TABLE OF CONTENTS Title Page Letter of Transmittal Table of Contents DEFINTI'IONS Summary of Important Facts And Conclusions ................................. Introduction ....................................................................................... Use of the Appraisal .......................................................................... Function and Objective of the Appraisal ........................................... Scope of the Appraisal ....................................................................... Property identification ....................................................................... Definition of Market Value ............................................................... Date of Valuation and Statement of Ownership ................................ Property rights appraised ................................................................... DESCRII'TIONS General Area Analysis ....................................................................... City Data ............................................................................................ Bakersfield Housing Market .............................................................. Assessed Value and Taxes ................................................................. Highest and Best Use ......................................................................... BRIGHTON PLACE AREA Neighborhood Description ................................................................. Site Descriptions ................................................................................ Proposed Development ...................................................................... Valuation Methodology ..................................................................... Valuation .......................................................................................... Land Improvements ........................................................................... Market Value at Completion ............................................................. Reconciliation of Values ................................................................... SILVER CREEK II AREA Neighborhood Analysis ............................................................. Site Descriptions ........................................................................ Valuation ................................................................................... Unimproved Land Sales ............................................................ Value at Completion .................................................................. Income Appmach ...................................................................... Reconciliation of Values ........................................................... Certifications ............................................................................. Consolidated Worksheet ADDENDA ......................:1 .......................3 .......................3 ....................... S ....................... S .......................6 .......................7 .......................7 .......................8 .......................9 .....................20 .....................27 ..................... 39 .....................39 .....101 .....118 .....119 .....122 .....128 Assumptions & Limiting Condifions Qualifications of Michael Launer MAI, SRA Lauver & Associates Assessment District 03-I SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS Name/Identification Assessment District 03-1 - Various Locations in the Northwest and Southwest Quadrants of Bakersfield, California Owners of Record: Castle & Cooke California, Inc. Hiehest & Best Use Develop with single-family residential Effective Date of Auaraisal March 24, 2004 Value Opinions -Assessment District 03-1 Values Value to ASSMT' Bulk Value of Assessment Lien NO Description Recorded Lots Lien Ratio 1-31 Tract 6111 Unit 1 $2,243,582 244,091.43 9.19 34-39 Tract 6111 Unit 2 $1,881,714 204,721.88 9.19 62-95 Tract 6111 Unit 3 $2,460,703 267,713.23 9.19 Totals for Cambridge Tract 6111 $6,586,000 716,526.54 9.19 97-129 Tract 6127 Unit 1 $3,037,048. 368,056.77 8.25 134-163 Tract 6127 Unit 2 $2,760,952 334,547A6 8.25 Totals for Bedford Tract 6127 $5,798,000 702,653.83 8.25 167-199 Tract 6128 Unit 1 $1,402,913 203,769.51 6.88 202-227 Tract 6128 Unit 2 $1,105,325 160,545.67 6.88 229-250 Tract 6128 Unit 3 $935,275 135,846.34 6.88 252-292 Tract 6128 Unit 4 $1,743,013 253,168.15 6.88 394-326 Tract 6128 Unit 5 $1,402,913 203,769.51 6.88 328-361 Tract 6128 Unit 6 $1,445,425 209,944.33 6.88 Totals for Camden Tract 6128 $8,034,864 1,161,043.51 6.88 364-388 Tract 616b Unit 1 $684,597 80,158.48 8.54 391-416 Tract 6166 Unit 2 $711,981 83,364.79 8.54 418-443 Tract 6166 Unit 3 $711,981 83,364.79 8.54 444-468 Tract 6166 Unit 4 $684,597 80,158.46 8.54 471-495 Tract 6166 Unit 5 $684,597 80,158.46 8.54 497-523 Tract 6166 Unit b $739,365 8b,571.14 8.54 Totals for Silver Creek II Tract 6166 $4,217,120 493,776.12 8.54 1 -s Lauver & Associates Assessment District 03-I Client City of Bakersfield Finance Department Gregory Klimko, Finance Director Appraiser Michael Lauver, MAI SRA CGREA No. AG002049 2 File 3533 Lauver & Associates Assessment District 03-1 INTRODUCTION PURPOSE OF THE APPRAISAL The purpose of this report is to estimate the "As Is" market values of the various properties identified and described herein, as part of Assessment District 03-1. The "As Is" values represent the "Bulk", or discounted value of the recorded lots as of the effective date of this report. The bulk value of the recorded lots and land recognize the value of the improvements fmanced by the assessment district funds. A consolidated worksheet summarizing these values will be found in the Addenda Section. Assessment District 03-1 is in the Northwest and Southwest quadrants of Bakersfield and consists of distinct development areas, further described below. A map depicting their location is presented on the opposite facing page. The following descriptions of the various areas were taken from the Engineer's report prepared by Wilson & Associates; Fresno, California dated June 17, 2003. Assessment District 03-1 was formed for the purpose of providing financing for the offsite improvements and infrastructure as described. Brighton Place Area -Tracts 6111.6127 and 6128 The Brighton Place Area boundaries encompass an approximately 156.50-acre block of land that is planned for subdivision into a combined total of 343 R-1 lots and 2 storm drain sump lots pursuant to Tentafive Tract 6111, Tentafive Tract 6127, and Tentative Tract 6128. The District Proponent, Castle & Cooke California, Inc, is the subdivider of Tentative Tract 6111, Tentative Tract 6127, and Tentative Tract 6128. Accordingly, all of the Improvement Acquisitions for the Brighton Plane Area are improvements related to the development of those subdivisions and are generally described as improvements in and along Calloway Drive and Jewetta Avenue, and in-tract(on- site sewer improvements that are required to be constructed, or are expected by the District Proponent to be required to be constructed, as conditions of approval for those subdivisions. The general location and extent of the planned Improvement Acquisitions in Calloway Drive include completion on the west side of Calloway Drive, along the frontages of Tract 6111 and Tract 6127, ofirrigation service, street lights and conduits, utility trenching for street lights, and subdivision block 3 Launer & Associates Assessment District 03-I wall. The general location and extent of the planned Improvement Acquisitions in Jewetta Avenue from the Rio Bravo Canal to Stockdale Highway include completion of the southbound half of the street (westerly half of the street) and median to its full design width from, and including, the Rio Bravo Canal bridge to Stockdale Highway, complete with excavation, paving, curb, gutter, side-walk, median curb and hardscaping, street lights, trenching for street lights, utility trench, $-inch diameter sewer line with manholes, traffic signal relocation at Stockdale Highway, and Rio Bravo Canal Bridge. The general location and extent of the planned Improvement Acquisitions for the Jewetta Avenue water improvements include completion of the waterline from Stockdale Highway to the Rio Bravo Canal, including 12- and 8-inch diameter waterline, fire hydrants, irrigation services, 12-inch diameter road bore, and appurtenances. The general location and extent of the planned Improvement Acquisitions in Jewetta Avenue from the Rio Bravo Canal to the northerly boundary of Tract 6128 include completion of the entire street, consisting of four traffic lanes plus a median, to its full design width, complete with excavation, paving, curb, gutter, sidewalk, street lights, trenching for streetlights, utility trench, median curb and hardscaping, 36-inch diameter storm drain line, 8- and 10-inch diameter sewer line with manholes, 12-inch diameter water line with appurtenances, and subdivision block wall (along the easterly side of the street only). The general location and extent of the planned in-tract/on-site Improvement Acquisitions include reconstruction of a 12-inch diameter sewer line and manholes presently in service to a new aligriment. Also included in the scope of the Brighton Place Area Improvement Acquisitions are District Proponent incidental costs for design engineering, construction staking, soils and materials analysis and testing, plan check fees, construction inspection fees, and general contractor supervision and overhead. Final maps for Tracts 6111, 6127 and 6128 were recorded July 22, 2004. Silver Creek II Area The Silver Creek II Area boundaries encompass an approximately 27.80-acre block of land that is planned for subdivision into a combined total of 154 R-1 lots pursuant to Tentatve Tract 6166. The District Proponent is the subdivider of Tentative Tract 6166. Accordingly, all of the Improvement Acquisitions for the Siiver Creek II Area are improvements related to the development of that 4 File 3533 _ __ _ Lauver & Associates Assessment Distriet 03-1 subdivision and are generally described as improvements in and along Ashe Road and Panama Lane that are required to be constructed, or are expected by the District Proponent to be required to be constructed, as conditions of approval for that subdivision. The general location and extent of the planned Improvement Acquisitions for Ashe Road include the construction of subdivision block wall and corner sign monuments on the west side of the street along the frontage of Tract 6166. The general location and extent of the planned hnprovement Acquisitions for Panama Lane include construcfion of subdivision block wall and corner sign monuments on the north side of the street along the frontage of Tract 6166. Also included in the scope of the Silver Creek II Area Improvement Acquisitions are District Proponent incidental costs for design engineering, construction staking, soils and materials analysis and testing, plan check fees, construction inspection fees, and general contractor supervision and overhead. Final maps for Silver Creek II Tract 6166 were recorded July 9, 2003. FUNCTION AND OBJECTIVE OF THE APPRAISAL It is the function of this report to provide the client with market value estimates to aid in the decision-making process regarding the issuance of bonds for the proposed improvements to the property as described in this report. Assessment District 03-1 bonds will finance the acquisition of offsite subdivision improvements and related incidental costs, where those improvements are either already required or expected to be required by the City of Bakersfield to be installed as conditions of final subdivision or site plan approvals. It is the objective of this report to provide `As Is' and prospective values of the herein described properties as of March 24, 2004. INTENDED USE OF THE APPRAISAL It is anticipated that the users of this report will utilize the values presented in this report to estimate alien-to-value relationship of the various described parcels or lots. 5 Launer & Associates Assessment District 03-1 This appraisal was prepared for the sole and exclusive use of the City of $akersfield (The CLIENT). The CLIENT is authorized to publish the contents of this report for bond disclosure and marketing. SCOPE OF THE APPRAISAL The scope of this appraisal assignment involved standard elements of the valuation process, including defuution of the problem, data collection, highest and best use analyses and implementation of the appropriate valuation approaches. Theory and application of each valuation approach utilized are discussed in their respective sections. Major research emphasis was placed upon the approach or approaches deemed most pertinent to the property under appraisal. Limitations to and assumptions of this appraisal are set forth near the end of this report, although redundancy occurs throughout the report body as needed far clarification. The market was researched for unimproved land sales with residential use potential that were considered similar or provided a reasonable alternative for a prospective purchaser/developer. PROPERTY IDENTIFICATION The subject properties are identified as follows: AD 03-7 Residential Suhdivisinns Bri hton Place Area Cambrid e Tract 6111 41 Lots Bedford Tract 6127 63 Lots Camden - Tract 6128 189 Lots Silver Creek II Area Silver Creek Tract 6166 154 Lots 6 File 3533 Lauver & Associates Assessment District 03 I DEFINITION OF MARKET VALUE The defmition of market value, as herein used, is as follows: "The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller, each acting prudently, knowledgeably and assuming the price is not affected by undue stimulus. Implicit in this defmition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: A. Buyer and seller are typically motivated; B. Both parties are well informed or well advised, and each acting in what he considers his own best interest. C. A reasonable time is allowed far exposure in the open market. D. Payment is made in cash in US. Dollars or in terms of financial arrangements comparable thereto. E. The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale."' DATE OF VALUATION The effective date of this appraisal, the date as of which the valuation applies, is March 24, 2004. STATEMENT OF OWNERSHIP To the best of my knowledge, title is currently vested in Castle & Cooke California, Inc., A California Corporation. Full and complete details are included in the preliminary policy of title insurance, to be forwarded to the Client by the title companies that are currently preparing the preliminary policies. Title XI FIRRFA 32, 42 {fl. Launer & Associates Assessment District 03-I PROPERTY RIGHTS APPRAISED The property rights appraised are the fee simple estates in the subject properties, modified or subject to the following: 1. The fmal values reported are on the basis of discounted and non-discounted market value; 2. The final values reported are on an "all cash" basis; 3. The value is exclusive of any furnishings, mineral rights, and subject to restrictions, reservations, easements and limitations of record, including existing Community Facilities District bonded indebtedness and liens that may apply as a result of the formation of this proposed assessment district. A Fee Simple estate is: "Absolute ownership unencumbered by any other interest or estate; subject only to the limitations of eminent domain, escheat, police power and taxation".' z The Dictionary of Real Estate Atmmisal, American Institute of Real Estate Appraisers, gticaso, II,. 1986, pg. 123. 8 File 3533 Lauver & Associates Assessment District 03-1 Location and Size GENERAL AREA ANALYSIS The subject property described in this report is located in Kern County. Kern County is located in the southern central portion of California, at the southern end of the San Joaquin Valley. The Kern County Economic Development Department has provided a graphic representation of the county's location within the state as shown below: K E R N C O U N T Y « » ~.... In size, Kern County is third largest among the State's 58 counties, with an aggregate 8,064 square miles {5,160,960 acres). Included in the county's area are 11 incorporated cities and 32 unincorporated communities. 9 Launer & Ass©ciates Assessment District 03-1 Topography, Weather & Recreation The County is divided into three distinct geographic and climatic zones. About one-third of it, including the area surrounding Bakersfield is located within the valley floor. The Mojave Desert covers another one-third and the remaining one-third is classed as mountainous. Bakersfield is situated near the geographic center of the valley floor, surrounded by the Temblor Mountain Range on the West, the Tehachapi Mountains on the South and the Sierra Nevada Mountains on the East. The topographical diversity creates large climactic variations within relatively short distances. In general, the area is characterized by a semi-arid, mild climate with warm dry days during the summer, with high temperatures ranging from 100-115 degrees. Winters are cool, with low temperatures ranging from 20 to 25 degrees and fog is common during the months from January through March. The following are statistical averages for the area: Mean Temperature, Valley Floor 64.9 degrees Annual Rainfall, Valley Floor 5.12 inches Annual Rainfall, Mountain Areas 10 to 40 inches On the valley floor rainfall is light, occurring mostly between December and March. Annual precipitation, even in the high ranges, is not heavy. However, run-off from the vast amount of mountains provides a large proportion of the water and hydro-electrical power needs of the county. Furthermore, the Lake Isabella Dam project, administered by the U. S. Army Corps of Engineers, and the California State Water Project have greatly augmented water supplies. There are a wide variety of recreational facilities available to the public in Kern County, including mountains, parks, golf courses, lakes, and backpacking and riding trails. These resources provide many forms of recreation including hunting, fishing, mountain climbing, biking, boating, skiing and other activities influenced by the County's varying topography. 10 File 3533 Lauver & Associates Assessment District 03-1 Ponulation According to data published by the Kern County Council of Governments and the Economic Development Department, Kern County's population has grown 21°lo since the 1990 census, to approximately 658,935 in January 2000, more than California's growth rate (11.'75%) in the same 10-year period. Kern County's growth was the 1401 largest in the state. In terms of numerical growth, Kern County had a net population increase of 121,635 residents between the 1940 census and January 1, 2000. Following is a chart graphically demonstrating the County's growth from 1980 along with growth rate projections through the year 2010. The 2000 estimated population is also shown. Kern County Growth Trends Metro Area Kem Kern's population was 658,935 according to the 2000 census. This represents a 21.24% gain from the 1990 census. Most of Kern's gain was due to people moving into the county, according to the Finance Department. The graph illustrates an optimistic growth rate, as indicated by the rate of change, through the year 2010 that exceeds the growth rate for the previous fifteen-year period from 1985-2000. The projections, from the California Department of Finance, Population Research Unit, show Kern Connty reaching a population of one million in the year 2009. 11 1980 1490 1995 1998 2000 2005 2010 Lauver & Associates Assessment District 03-1 Economy The economy of Kern County has, historically been dependent an a combination of petroleum and agricultural production, fluctuating with the cyclical. nature of these two industries. Kern County is number one in oil production and number three in the agriculture producing counties in the nation. Warehousing and processing are becoming more important to the county, both in terms of employment and diversification. Oil Kern is one of the nation's leading petroleum-producing counties, with nearly two-thirds of the oil production in California being extracted from Kern County ail fields. Oil production (and allied industry) provides a significant employment base to the county and is a major source of revenue to the county. Kem County oil fields produced 204,404,000 barrels of ail in 1999. Aericulture Owing to the favorable climate of the San Joaquin Valley with a long frost-free growing season, good supplies of reasonably priced irrigation water and good soil conditions, agriculture is a major industry in the county. Farmland accounts for approximately 54°l0 of Kern County's land area, or a total of 963,761 acres. Of this cropland, 736,217 acres are irrigated, according to the Kem County Farm Bureau. Overall, there are a total of 1,995 farms averaging 1,423 acres in size. There are 1,375 irrigated farms with a total of 736,217 acres. Much of the irrigation water to produce these crops is transported from the north by the Federal Central Valley Project's Friant-Kern Canal and the State Water Project's California Aqueduct. Water districts have been established in most of the agricultural areas, in an attempt to stabilize the irrigation water supply. 12 File 3533 Launer & Associates Assessment District 03-1 2002 crop valuation totaled $2,097,687,500 underscoring the importance of agriculture to the local economy. The top ten crops, ranked according to their annual valuation, are presented in the following table: Kern County Top 10 Crops Rank Crop 2002 Valuation 1 Grapes $414,554,000 2 Citrus, Fresh and Processing 331,003,000 3 Milk, Market and Manufacturing 191,614,000 4 Cotton 167,179,000 5 Almonds 239,498,000 6 Carrots 277,362,000 7 Alfalfa 112,180,000 8 Nursery Crops 115,383,000 9 Pistachios 143,540,000 10 Potatoes 104,824,500 $2,097,687,500 Agriculture provides employment to a large segment of the labor force, putting millions of dollars in the local economy. On the average about 20% of the work force is engaged in farm work during the peak summer months and accounts for nearly 25% of the County's jobs. Industrial Trends Industrial growth in the County is also being experienced. This increased industrial interest is primarily a result of relatively inexpensive fully developed industrial sites and location of the County midway between Los Angeles and San Francisco distribution points. Municipalities in some of the smaller communities in Kem County have successfully lured state and federal prisons to their domain. Delano, Taft, Tehachapi and Wasco have seen a strengthening of their tax base as a result of nearby prisons. Each of the communities had anticipated that most of the prison workers would retain domiciles and shop nearby. However, many of the workers in the valley communities of Delano, Taft, and Wasco have opted to locate their families in the larger community of Bakersfield due to the diversity of its recreational and 13 Launer & Associates Assessment District 03-I leisure activities. Nevertheless, the presence of the prisons has had a definite net positive effect on Kern County's economy. New Construction Total new building perntits in Kern County eclipsed the $1 billion mark for the second consecutive year. Kern County fmished 2003 with $1,141,059,244 in new building permits, up 9.47 percent from the previous year's mark of $1,047,854,043 -- according to figures compiled by the Kern County Board of Trade. Pushed upward by significant gains in Bakersfield, Wasco and unincorporated Kern, the qualifying new construction totaled $94,111,923 in December - a 26.56-percent increase over the $74,363,963 recorded 12 months earlier. Activity in the commercial sector jumped by 53.68 percent in December comparisons, from $11,837,960 to $18,192,050. But for the year, the numbers were down 30.61 percent from $330,441,392 to $229,297,002. While the commercial sector in 2003 did contain a number of major projects, none were the size of the Target Distribution Warehouse in Shaffer, which helped boost the 2002 numbers. However, new housing in the County more than made up that gap. Residential construction in 2003 fmished at $811,700,929 -- 29.49 percent higher than the previous year's $626,858,352. December boasted a gain of 17.58 percent as another $66,236,290 worth of new home permits was issued, up from $56,332,969 in December 2002. Final year-end total permit valuation figures for the county's 12 reporting areas were evenly split with six communities reporting gains for the year while six had less activity. But overall, the gains in Bakersfield, California City, Delano, Maricopa, Tehachapi and Wasco were more than enough to offset declines in the rest of Kern. 14 File 3533 Lauver & Associates Assessment District 03-1 Retail Sales Retail sales have grown at a steady pace over the past few years. According to figures published by the California State Board of Equalization, retail sales activity has stabilized at $7.56 billion in 2002. The increase in retail sales is attributed to inflation, increasing population and increasing household income. Retail sales figures are typically utilized as indicators for economic growth or decline. Taxable Retail Sales Year Kern County Bakersfield 1999 $6,324,261 $3,196,732 2000 $6,938,238 $3,497,780 2001 $7,626,392 $3,744,392 2002 $7,565,892 $3,828,193 Source: Cali fornia State Board of Equalization, February 200L Retail activity within the oounty is concentrated at two regional malls in Bakersfield, Valley Plaza and East Hills Mall containing a total of eight department stores and numerous assorted specialty retail outlets. Other retail establishments in Kern County include at least one large retailer such as Kmart or Wal-Mart in addition to locally owned retail stares. Emolovment The following table sets forth information regarding the size of the labor force, employment and unemployment rates for the Kem County Labor Market, the State of California and the United States for the calendar years 1997 through 2002. 15 Lauver & Associates Assessment District 03-1 Employment -Averages Calendar Years 199'7 - 2 002 1997 1998 1999 2000 2001 2002 Kern County Labor Force (OOOs) 279.9 280.3 280.7 287.2 293.2 299.1 Employment {OOOs) 245.7 246.4 248.8 254.7 266.5 264.0 Unemployment Rate 12.20% 12.1 11.4 11.30% 9.10°Jo 11.70% State Labor Force (OOOs) 15,947.30 16,336.50 16,596.50 17,090.80 17,517.80 17,404,600 Employment (OOOs} 14,942.50 15,367.50 15,731.70 16,245.60 16,563.80 16,241,800 Unemployment Rate 6.30% 5.90% 5.20% 4.90% 5.40% 6.70% United States Labor Force(OOOs) 136,297(1) 137,673 139,36$ 140,863 142,314 142,542 Employment{OOOs) 129,558(1) 131,463 133,488 135,208 134,055 133,952 Unemployment Rate 4.90% 4.50% 4.20% 4.00°l0 5.8% 6.0% Source: California Employment Development Deparhnent. Kern County's unemployment rate is higher than that of the state and the nation. This is a result of the seasonal agricultural employment conditions. Kern County's employment opportunities have been bolstered however by a number of new business locations and expansions. State Farm's Regional Headquarters and the Elk Corporation's asphalt shingle manufacturing facility added over 1,300 jobs. Frito Lay's recent expansion brought its total employment to 800 and Golden Valley Produce recently built a new facility that employs 300 people. The following table sets forth the annual average nonagricultural employment within the Kern County Labor Market, by employment sector, for the fiscal years 1996 through 2000. ', 16 File 3533 Launer & Associates Assessment District 03-1 Nonagricultural Employment- Averages Calendar Years 1996-2002 By Place of Work Employment by Industry 1998 1999 2000 Agriculture Natural Resources and Mining Construction Manufacturing Trade, Transportation and UtiliCies Information Financial AcCivities Professional and Business Services Education and Health Services Leisure and Hospitality Other Services Government Industry Employment Total* *2002 Benchmark 46,500 8,600 10,000 10,500 35,800 2,500 7,600 20,900 17,100 15,900 6,600 48,800 230,800 Source: California Employment Development Deparnnent. TCansportattttn 44,900 7,300 10,70D 10,700 36,500 2,400 7,700 21,900 18,100 16,500 6,800 50,300 233,800 48,300 8,200 11,600 10,800 37,200 2,500 7,600 22,200 19,200 16,500 6,700 51,600 242,40D 2001 41,800 8,600 13,000 11,100 38,400 2,500 7,800 23,000 20,200 17,200 6,soo 53,600 244,000 2002 40,200 7,800 13,600 10,800 38,900 2,500 8,000 23,500 19,800 17,400 6soo 55,200 244,500 Two major north/south arteries traverse Kern County. Freeway 99 and Interstate 5, running north/south, cover the entire west cost meeting at Interstate 80 in Sacramento. Freeway 99 connects with Highway 46 that provides access to the central coast Highway 58 traverses the County in an East-West direction and connects with Interstate 40 and 15, providing access to Arizona, Nevada Utah and other major east markets. Interstate 80 and 40 are major corridors across the United States. 13 public airports, two of which have jet runway capacity, and four private airports serve Kem County. In addition there are two airports operated by the military, Edwards Air Force Base and China Lake Naval Weapons Center. Major airlines presently serving the area are American Airlines, which operates a daily jet flight schedule to Dallas-Fort Worth and United Express with flights to San Francisco, San Diego, Las Vegas and Santa Barbara. There are several commuter style airlines with service to various portions of the state including Los Angeles. 17 Launer & Associates Assessment District 03-1 The Santa FeBurlington Northern and the Union Pacific operate mainline rail service in Kern County with access to alt parts of the United States. AMTRAK provides passenger train service north on its San Joaquin route and bus service south to Los Angeles. The county's bus facilities include Greyhound Bus Lines, Orange Belt Stages (a charter service}, and Airport Bus of Bakersfield, a local bus line providing daily commuting service to Los Angeles International Airport. Schools Public schools are available throughout the county with an excellent system of elementary and high schools. In addition to the numerous elementary, high schools and community colleges there is a four-year state University, California State University Bakersfield. The colleges are accredited and provide vocational and continuing education. Future Trends Irrespective of the natural mountainous boundary separating Los Angeles and Kern County, the decade of the 1980s and 1990s saw the genesis of a trend destined to continue for years to come. Los Angeles area residents are looking to the north in search of a less urbanized life style. There are residents commuting to Los Angeles on a daily basis from Frazier Park, Rosamond and Bakersfield. Additionally, many individuals with working situations requiring them to work several days at a time, such as firefighters, are relocating their families to Kern County and to what they perceive as a safer and lower cost of living. Several "new towns" are planned for agricultural lands at the extreme south-end of the San Joaquin Valley between Bakersfield and Frazier Park. These new towns are being planned to take advantage of Los Angeles residents becoming disturbed with emergence of urban problems in Southern California. There are preliminary discussions towards the development of a high-speed rail system connecting Northern and Southern California. The discussions have reached the point establishing the most feasible route. Factors to be weighed include geographic limitations (impassable mountain ranges}, ability to service population centers and certainly the political 18 File 3533 Lauver & Associates Assessment District 03-1 clout of the local representation. At this time there are two routes being given the most consideration, including one in Kern County. The Kern County route would proceed north from Los Angeles to the San Joaquin Valley after a stop in the Antelope Valley. The other route being considered a coastal route somewhat approximating the current location of State Highway 101. Obviously there is anticipation that a valley route would provide a linkage to Southern California sufficient to further the retreat from Los Angeles and spur housing demand in Kern County. Not all of the new residents locating in Kern County are doing so as a launching pad for a commute to Los Angeles. Kern County has some of the lowest costing real estate in California; the typical homeowner can achieve more of the "American Dream" in Kem County. It is not merely individual homeowners benefiting from inexpensive property values. Beyond the county's location near the population center of the state and the availability of adequate labor, the primary impetus for many of the newly arriving manufacturing and distribution jobs is the low cost of land. Conclusion Kern County is continuing to experience steady growth patterns as a result of increased development of irrigated farnand, stable petroleum production and refining, along with a steady industrial growth trend. The economic base of the county that is centered on these resources should continue to be stable. The long-term trends are diversification and urbanization. The county has made considerable efforts to attract potential industrial and manufacturing firms in order to diversify the region's economic base. Some of this compliment the existing agricultural base and some have no relation to the industry. The second trend is the reclamation of farmland for urban or suburban development in the vicinity of Bakersfield. The growth pattern away from Bakersfield in a westerly direction is absorbing productive farmland for more intensive uses. This trend will continue for as long as the disparity in housing costs exists between Kern County and the rest of California. 19 Lauver & Associates Assessment District 03-1 CITY DATA Location And Size The subject property is located in the City of Bakersfield. Bakersfield is located 111 miles north of the major metropolitan Los Angeles area, 108 miles south of Fresno, (the next nearest large urban area), and 290 miles south of San Francisco. Annual annexations to the city have taken place at a mean rate of approximately 6°l0. These annexations represent an average annual addition of 3,344 acres to the city's landmass. Crrowth has primarily been in the southwest, northeast and northwest quadrants. Poaulation City population has steadily increased. The city's growth and growth projections through the year 2010 is displayed in the following chart. Bakelsfield City Population The population increased 2-''/z times in the 1970-1990 period, or an increase of 149%. The mean average annual rate is 7.49°to percent, non-compounded. Since the 1990 Census, Bakersfield has grown by 62,244 persons to 237,222 or 35.5% over the ten-year period. It is now the 12th largest 20 File 3533 >~ ~s ~ ~ ~~ ~ ~ ~ eta Launer & Ass©cittes Assessment District 03-I city in California. The city's growth increase in the first part of this decade, ranks 14th nationwide among cities of over 100,000 population. Comparison of the City of Bakersfield with Kern County, the State of California and National growth trends indicates the city is growing at a substantially faster rate as reflected in the following table. Population and Projections -1992 - 2003 Population United Percent Percent State Percent States (Opp} percent Chanee ~ (0001 Clt~gan a_ Year C~ Coun Chance 1992 186,201 --- 579,000 -- 30,845 --- 252,028 --- 1993 192,351 3.30°fo 593,100 2.38% 31,303 1.46% 255,014 1.17% 1994 147,469 2.66 604,200 1.84% 31,661 1.13% 251,698 1.04% 1995 207>472 5.47 612,800 1.40% 31,910 0.78°l0 260,249 0.98% 1996 212,715 2.53 620,400 1.23% 32,223 0.97°l0 262,753 0.95% 1997 214,554 0.86 629,200 1.40% 32,670 1.37°l0 265,310 0.96% 1998 221,689 3.33 637,200 1.26% 33,226 1.67°l0 261,885 0.96% 1999 230,771 41 645,900 1.35% 33,766 1.60°l0 270,385 0.92% 2000 237,222 2.8 671,295 3.78% 33>872 0.31% 272,828 0.90% 2001 254,400 7.23 685,811 2.12% 34,483 1.77% 281,422 3.05% 2002 260,969 2.52% 694,059 1.19% 35,484 2.$2% 290,810 3.Z3% 2003 267,029 2.27% 710,294 2.29% 36,442 '2.63% 300,698 3.29% The historical and projected growth of the Greater Bakersfield Metropolitan Area is displayed in the following chart Bakersfield Metropolitan Area A50,000 A 00,000 a °~ 350,000 A 300,000 F' 250,000 d e 200,000 a 150,000 e c 100,000 a so,ooo 0 21 1980 1985 1990 1995 2000 2005 2014 Launer & Ass©ciates Assessment District ©3-1 Even though the city has annexed huge areas since 1970, the population increase is tied in great part to new development in the southwest (Stockdale), northwest {Olive DrivelRosedale), and northeast, {Rio Bravo), areas. The GBMA is also referred to as the Immediate Bakersfield Trade Area. The GBMA contains the City of Bakersfield and nearby surrounding communities and(or areas. Geographically, the GBMA is an area measured for an approximate five-mile radius from the center of Bakersfield. The GBMA has grown from a 1980 population of 227,468 to a cun•ent estimated population of around 410,000 persons. This represents sixty percent of the total county population. Economy Bakersfield, the marketing, business, service and transportation center of the county, finds its economy closely dependent upon the continued prosperity of the agricultural and petroleum industries. Economic functional classification for a city is generally based upon a city's primary economic base activities, i.e., its reasons} for existence. Bakersfield is classed into two categories: First, the city is a commerce center, (considering it is a farming center and the major county supplier of goods and services}; Secondly, it fits a classification commonly known as extractive, due to the large portion of economic activity created by the productions of minerals. Manufacturing firms within the city are characteristically of small to medium size. Major manufacturing activities include steel fabrication, plastic form products, food and kindred products, and petroleum refuvng with related industries, and textiles. Frorn an overall point of view, the Greater Bakersfield Metropolitan Area's economy is fairly stable. Manufacturing activities are diversified with no single industrial classification furnishing more than 25% of the area's jobs. 22 File 3533 Lauver & Associates Assessment District 03-1 Buildine Activity Annual total building permit valuation since Fiscal Year 1992-93 is shown in the following tabulation. City of Bakersfield Property Value, Construction and Bank Deposits (1} Fiscal Years 1989-90 through 2002-03 Fiscal Commercial Construction Residential Construction O[her Construcfion Total Yeaz #Units Value # Units Value # Units Value Value 1992-93 38 37,785 2,022 187,998 2,060 34,612 265,395 1993-94 30 70,472 1,581 154,577 1,611 28,533 253,582 1994-95 39 65,891 1,571 150,429 1,610 37,167 253,487 1995-96 50 26,287 1,909 179,127 1,959 41,962 247,376 1996-47 102 42,352 1,352 132,785 1,454 40,459 215,596 1997-98 147 49,241 1,983 97,773 2,130 167,281 314,295 1998-99 213 78,199 2,088 223,576 2,301 36,458 338,733 1999-00 140 51,251 1,890 218,656 2,030 34,438 304,245 2000-O1 123 38,113 2,012 261,522 2,135 48,067 347,702 2001-02 143 70,784 2,445 311,639 2,588 57,983 547,340 2002-03 104 78,868 3,626 544,534 6,672 92,891 716,294 (1) Property values and bank deposits aze reported in thousands. (2) Building data is tlrcough 2003. Sources: FDIC and City Building Department Transnortation Transportation needs of a city are essential, requiring goods as well as people be moved to-from- and-within the urban environment. Within the Bakersfield Metropolitan Area the main lines of the Burlington Northern/Santa Fe Railroad service freight needs. Amtrak provides passenger travel. Scheduling by Amtrak, on its "Valley Run", is currently operated seven days a week. All of Amtrak's northern travel on this route originates in Bakersfield, while all southern travel from Oakland terminates in Bakersfield. Truck transport is available from a number of truck carriers, several of which are major interstate lines. 23 ...................__...._... Lauuer & Associates Assessment District 03-I There are two airports within the GBMA. Bakersfield Airport, a private airport, is located in the southeastern area of the city, and Kern County's Meadows Field is located in the northwest portion of the GBMA. Meadows Field has jet runways and serves as a base for commercial air services. Meadows field is also used by private air traffic. Inter-city bus facilities are provided by the Golden Empire Transit system. Buses currently travel six days a week (not on Sunday), providing service from 1:00 a.m. to 6:30 p.m. The current rate is $0.'75 for cone-way travel pass and no charge for transferring. Four firms provide taxi service, all of which are radio dispatched. As for automobile travel, the city lies astride two major all-weather highways, US Highway 99, (which runs north south), and State Route 58, (which runs east west). Government and Social Services The City of Bakersfield utilizes the City Manager form of government with an elected mayor and a seven-person council. Professional administrators with well-supervised and well-trained staffs manage departments within the city. All departments have a good record. All utilities are available within most areas of the city. These include gas, electricity, water, sewage disposal, telephone, and garbage disposal. The Bakersfield Police Department has 288 personnel and the fire department has 160 firemen and officers. Health care services within the GBMA are provided by six general hospitals, with a combined capacity of 1,0'75 beds. Within the Metropolitan Area are approximately 3'75 physicians and surgeons, 24 chiropractors,l4 optometrists and 86 dentists. 24 File 3533 Launer & Associates Assessment-istrict 03-1 The school districts, encompassing the Bakersfield Metropolitan Area, presently contain 59 elementary schools, 12 Juniar High Schools, and 9 High Schools. hr addition there is a parochial High School and 8 parochial grade schools. To fill higher educational needs, based in Bakersfield, are an accredited two-year Community College, Bakersfield College, and afour-year accredited school, California State University at Bakersfield, the newest of the State university campuses. Recreational and Cultural Activities The city, due to its central location, offers close proximity to countywide recreational activities. Within the city itself, there are numerous parks, many of which contain public swimming pools and tennis courts. The community maintains a Philharmonic Orchestra, the Bakersfield Convention Center, which seats 3,250 persons, and a community theater. Also, there are college-sponsored lectures and artists, a wide variety of artistic, cultural, and special interest organizations, numerous movie theaters. The new Bakersfield Centennial Garden Arena facilitates various sporting events and trade shows. The library system of the Bakersfield Metropolitan Area contains 10 branches and a bookmobile service, providing access to over 570,200 volumes. Media sources include the Bakersfield Californian, a daily newspaper, two weekly newspapers, four television stations, three cable television companies, and twenty radio stations that are divided between AM and FM broadcasting. The Labor Market There is a stable labor force of men and women with diversified skills in fields ranging from agriculture to sophisticated equipment, assembly, and research. 25 Lauuer & Associates Assessment District 03-1 Over the past two years, over 5,000 jobs have been added in Kern County each year, mostly in the services, government, and retail, manufacturing and construction sectors. With the efforts to attract corporate and manufacturing operations to Kern County, this growth is expected to continue through the next decade. Other factors influencing the county's labor market are: • A source of labor is always available to an employer whose operation pernrits short training phases during start-up. • Although the labor market is not considered heavily organized, the climate between management and labor is excellent. • The total environment employees and their families enjoy, including short driving distances to jobs and activities, results in excellent longevity records. • Future labor requirements will be filled through coordinated training at high schools, community, and state colleges as a result of a continued evaluation of the job market. • Bakersfield is a participant in various state and federal programs including those with the California State Department of Human Resources Development. As reported by the California Employment Development Department, the average unemployment rate for the Bakersfield labor market for 2001-2002 was 11.2%. This was up from 10.4% the precedmg year. Bakersfield is always likely to have an unemployment rate somewhat higher than California or the United States as a result of the seasonal characteristics of the agricultural industry. The following table cites the unemployment rate contrasted with demographic indicators. 26 File 3533 Launer & Associates Assessment District 03 1 City of Bakersfield Demographic Statistics Median Elementary Estimated Fiscal Household School Unemployment Year Population Income Enrollment Rate 1992-93 192,351 $34,420 26,505 14.8% 1943-94 197,469 $35,885 26,312 13.5% 1944-95 247,472 $37,449 26,350 12.8% 1945-96 212,715 $31,852 26,903 12.4°l0 1996-97 214,554 $31,8$8 27,126 11.4°l0 1997-98 221,689 $33,339 27,370 10.7% 1998-99 230,771 $33,754 27,668 11.0% 1999-QO 237,222 $34,343 27,783 12.5% 2000-01 254,368 $37,573 28,099 10.4% 2001-02 257,914 $35,153 28,267 11.2% The following table sets forth the top employers in the City as of January 1, 2002. Principal Employers FIRM PRODUCT{SERVICE EMPLOYEES Kcm County Public Schools Eduoation 15,500 County of Kem Government 7,000 Dole Bakersfield, Ina Agriculture 2,360 Wm. Bolthouse Farms, Inc. Agriculture 2,000 City of Bakersfield Governnent 1,600 CHW Central California Medioal Caze 1,515 State Farm Insurance Insurance ~ 1,500 ARB, Ino. Construction 1,200 Bakersfield Memorial Hospital Medical Caze 1,100 Texaco Exploration & Production Industrial 1,100 San Joaquin Hospital Medical Caze 1,091 Aera Energy LLC Energy g70 Frito-Lay Food 790 Pool California Energy Services Energy 700 Chevron Companies Industrial 9q0 Bechtel Petroleum Operations Industrial 525 Nestles Ice Cream Company Food 517 Western Oilfields Supply Industrial 450 Ken Small Construction Construction 425 Pacific Bell Telephone 4p0 Bakersfield Californian Newspaper 3g0 Pacific Gas & Electric Utility 380 Continental Labor Resources Employment Agency 375 Bakersfield Family Medical Center Medical 370 Source: City of Bakersfield. 27 Lauver 8c Associates Assessment District 03-1 Housing Market Bakersfield {Kern County} has the most affordable housing in the State of California. The affordability is attributable to inexpensive land and cheap labor. Monthly rentals are available throughout the Bakersfield metropolitan area. One and two bedroom apartments command rents ranging from $400 to $900 per month. Apartment communities within the city are relatively well defined, offering goods and services to apartment dwellers. Two and three bedroom, single- family houses can be rented for $650 to $1,500 per month. There is a good supply of luxury homes priced from $300,000 to $750,000. However, the average residence is selling within the $95,000 to $150,000 price range. Strengthening demand for residential housing has positively affected the building permit activity in the city. Most of the growth and construction of dwelling units in Bakersfield has taken place subsequent to World War II. These dwellings typically have remaining lives. Consequently, there has been little need for in-fill in the older areas of the city. The availability of nearby land ready for construction has enabled a suburban sprawl. Residential growth tends to be primarily found in the northwest and southwest quadrants of Bakersfield. Since 1988, the permit activity was based largely on construction of new single-family dwelling units. This is due in part to the fact that Bakersfield is one of the most affordable urban areas in the western United States. Studies of the sales activity reveal that as much as 50% of the new tract homes are selling to out of the area buyers attracted to this area by the relatively inexpensive housing. New construction is the defining factor of the Bakersfield low-density housing market. The City of Bakersfield has historically been able to increase its physical area by incorporating surrounding areas previously used for agricultural purposes. These former agricultural lands are considered prime for development as the soil is of good quality and the sites are mostly level, reducing the costs of development. The City also has a rather reliable water source from water rights to the Kern River. 28 File 3533 Launer & Associates Assessment District 03-1 During the years from about 1491 to 1995, the Bakersfield housing market was dominated to a large degree by large regional and national housing development firms. Among these were Centex, U.S. Home, and Kaufman and Broad. This was a departure from the local area building norms from prior years. Previously, most of the builders were local and residential developments were constructed on a relatively small-scale basis. During the early 1990's, larger firms with access to capital entered the residential market, were able to complete subdivisions more quickly, and thus squeezed profit margins for production housing units. Local builders found it dif£cult to compete. Over a period of time, the larger building firms found the local market prefers the option of selecting a lot location and having a particular model built on it. The larger builders typically were building full phases with house lot combinations already in place, thus limiting buyer choice. The housing product was inferior in quality and fmish compared with the local merchant builders and the large development firms found their expected sales rate much slower than anticipated. For the most part these larger builders have left the Bakersfield housing market to concentrate their efforts in other locations where the market is more receptive to the mass built production hausing. Since 1995, the local residential market has firmed up and is experiencing moderate to rapid growth in new housing starts. Because the merchant builders are limiting their new housing starts to models and pre-sold units, there is little standing inventory at any time in the metropolitan area. In the following chart, the total numbers of building permits for single• family dwellings are displayed. City Building Permits Issued Year 1996 1997 1998 1999 2000 2001 2002 2003 Permits Issued 1,909 1,352 1,983 1,899 1,994 2,432 2,947 3,626 Source: Kem County Board of Trade 2003. 29 Launer & Associates Assessment District 03-1 Current Residential Trends The residential market in the general Bakersfield remains strong as is borne out by the following chart. The chart shows the number of units sold within the corporate limits sorted by zip code and includes new, resale and condominium housing units. YF.,AR 2003 YF..AR. 2002 ZD? CQDE #SALES PRICE /S .FT. #SALES PRICE tS .FT. °!o CHANGE 93301 142 $159,714 $108.13 92 $150,639 93.22 16.0% 93304 763 $104,092 $83.41 560 $91,221 72.23 15.5% 93305 414 $103,839 $85.75 296 $84,359 70.42 21.8% 93306 710 $132,817 $88.49 705 $119,669 77.61 14.0% 93307 604 $107,353 $84.40 548 $89,338 72.40 16.6% 93308 655 $134,483 $95.38 558 $120,344 84.16 13.3% 43309 907 $153,087 $94.38 756 $133,453 81.0$ 16.4% 93311 554 $215,938 $115.23 641 $201,470 102.58 12.3% 93312 1081 $205,138 $114.09 956 $187,338 98.65 15.7% 93313 662 160 054 9S 7.95 795 137 854 83=36 14.7°l° TotalsJAvexages 6,492 $147,652 $96.72 5,907 $131,569 $83.77 15.63% Mean List to Sale R atios 98.8% 98.30% Mean Days On Market 40 50 It can be seen that existing home sales activity in 2003 was up 4.9°to over 2002 and all areas of the City are experiencing significant appreciation. With regard to new housing product, our interviews with builders and sales offices indicate that the housing demand from both out of town and local buyers remains strong. The out of town buyer market is somewhat difficult to accurately measure however, since many occupy apartments while waiting for their dwellings to be completed. All subdivision sales offices surveyed indicated that buyers are relocating andlor commuting from the urban Southern California area and from the Central Coast areas such as Ventura and Chcrlard. New home construction permits were at an all time high in 2003, with a total of 3,626 permits issued in the City. This is a 23% increase over 2002 when 2,947 permits were issued. 30 File 3533 Lauver & Associates Assessment District D3-I The strength of the residential market is further borne out by reports from subdivision sales offices such as Kyle Carter Homes (a McMillin Company) and Coleman Homes (Lennar). These offices have reporting waiting lists of ten to sixteen pre-qualified purchasers waiting for lot releases. In six Coleman Homes Developments located in the Northwest and Southwest Bakersfield areas we found sales rates from 5 to 12 sales per month depending on the tract location and product type. Again, it was our fmding the highest demand and absorption is taking place in the Northwest Bakersfield area in the subject's defined neighborhood. 2003 Builder Sales Activity Rank Builder Permits 1 Coleman Homes 550 2 Kyle Carter Homes 428 3 Castle & Cooke 345 4 Lenox Homes 302 5 Centex Homes 281 6 Probuilt Homes 209 Bakersfield's top three builders shown in the chart above are selling the bulk of their housing product in Northwest Bakersfield. It was my fmding that more than 60% of all new residential construction and sale activity is in the Northwest sector. New Residential Building Development Potential and Timint During the data collection phase of this report preparation, the appraiser made an investigation of the growth rates, trends and patterns with regard to residential development in the city of Bakersfield. The study of demand, supply and absorption is fundamental to the valuation analysis and is a determinate factor in the potential for success in the local market. A study of the demand side of the housing market is the first step in analyzing the relative strength of the housing market and it provides necessary data in studying the interaction of the supply and demand characteristics of the market, and it will assist in forecasting future housing 31 Launer & Associates Assessment District 03-1 needs. The demand side analysis of the residential housing market involves researching characteristics of population growth; occupancy and vacancy rates of single family housing stock; pricing levels; and market segmentation. In the following paragraphs we discuss the various elements of the demand side of the single family housing market. The sources utilized in our analyses are from the E-5 Report, Department of Finance, National Decision Systems, Kern Council of Governments, California Deparhnent of Finance, Demographic Research Unit, City of Bakersfield and Kern County Planning Departments. In examining the historical and projected growth rates for the city of Bakersfield', it was noted that in the period from 2000 to year-end 2003, the population increased 8.08%. Projections from 2004 to 2009 indicate a population increase of 24.51 % as shown in the following chart. City of BakersSeld Population Year 2000 2004 2009 Po ulation 247,057 267,029 332,500 The projected population growth rate from 2004 to 2009 is 65,471 persons, a compounded increase of 4.48% per year. Just prior to 1998, the city's corporate limits were expanded by slightly more than 12 square miles. This was a contributing factor in the high growth rate. The housing characteristics of Bakersfield are presented in the following chart. BakersSeld Population and Housine 2003 Population Housing Total Household Group Quarters Total Detached Attached 2-4 5+ Mobile Home Occ ied °/ Vac Persons Per H.H. 266,784 263,118 3,b66 44,171 63,056 3,223 10,121 11,147 2,574 89,028 5.46 2.955 3 Ciry of BakersSeld Planning Department, 2003. a California Department of Finance, Demographic lieseazch Unit. The above 5gures i°dude population and housing within the corporate limits. 32 File 3533 Lauver & Associates Assessment District 03-I Using the published statistics and projections from the sources cited previously, the population and housing needs within the city are forecast as follows: _ Year 2004 2009 Po ulation 267,029 332,500 Total Detached Units 63,056 83,125 Owner Occu ied 56,750 74,812 Renter Occu ied 3,152 4,156 Vacant 3,154 4,157 Using the foregoing actual and projected population figures, an estimate of annual housing demand for the next five years is calculated as follows: Bakersfield Detached Housing Demand Forecast 2009 Housing Demand 83,125 Less 2003 Housing Demand 63,056 Five Year Demand 20,069 Annual Housing Demand 4,014 Percentage in Owned Single-Family 90°l0 Annual Single-Family Demand 3,612 The estimated demand side estimate compares well with the 2003 annual permit rate of 3,626 new single-family detached residential units. Suanly Characteristics The next step in the analysis of the residential housing market in the City of Bakersfield is to examine the supply side of the housing market. In this regard, Bakersfield is somewhat unique in its new home marketing strategy. Having suffered during the early 1980's with an oversupply of standing housing inventory, the local financial institutions implemented a policy of restricting the number of unsold or unsold under construction units in subdivisions financed. Since that time, most of the local builders have voluntarily limited their housing starts to models and in rare instances, one or two speculative units. The exception to this has been from some of the larger, self-financed building fums such as Kaufrnan & Broad, Barrett Homes or US Homes. These 33 Lauver & Associates Assessment District 03-1 builders have, for the most part, left or are now in the fmal stages of their presence in Bakersfield. These large builders are not expected to have much presence here in the future. Owing to the fact that most dwelling units are constructed on a firm pre-sold basis, the standing inventory maintains a near state of equilibrium between supply and demand in Bakersfield. The building permit figures reflected in the following chart demonstrate this balance. City Building Permits Issued 1996 1947 1998 1999 2000 2001 2002 2003 1,909 1,352 1,983 1,899 1,994 2,432 2,947 3,626 The permit activity shows a pattern of steady increases. This is due to the recovery of the Bakersfield economy (the Bakersfield economy tends to lag behind Southern California) and the favorable institutional lending rates available to homebuyers. Moreover, based on conversations with developers at residential sales offices, the out-of--area buyers now out number the local residents purchasing homes. The next step in the supply side analysis is to estimate the standing inventory and the potential supply from sources at the city Planning Department. The existing supply estimate is calculated below. Current Estimated Housing Supply (Total permits issued Year 2003) 3,626 Plus Estimated Under Construction (Permits through January 2004) 302 Estimated Current Supply based on permits issued 3,928 Less: 95%pre-sold _3 731 Estimated Unsold Inventory 196 In the Bakersfield market we fmd that three or four larger corporations such as Castle & Cooke Homes, DeWalttFruitvale Properties Coleman Homes, and Kyle Carter Homes control the supply of fmished lots to a large degree. These companies will process unimproved land through the cityfcounty-required stages of entitlement, infrastructure construction and mapping. These developers complete their finished lots to fmished house/lot combinations or sell their land either as unimproved subdivision with final maps in place or contract with builders to sell them finished lots on an option basis. Options are often exercised on a quarterly basis where the 34 File 3533 Lauuer & Associates Assessment District D3 1 builders purchase a given number of lots for a set price. This procedure serves to guarantee the builders a fixed finished lot price and reduces the developer's overhead and carrying costs and resulting fmancial exposure. The net result is that although there is a good supply of fmished lots available, there is virtually no standing inventory of speculative housing. Potential purchasers of single family housing in the Bakersfield market are accustomed to selecting housing units and waiting 90 to 120 days for completion. As a result, the local builders are able to allow many more custom features and amenities than what is typical on previously constructed production units. The larger builders such as Kaufinan & Broad, Barrett Homes and US Homes found that the local market often show a preference for the smaller local builders who can provide more flexibility in floor plans, lot selection, finish options and amenity packages. In checking with some of the major builders, it was our finding that they typically have from 3 to 5 units under construction not sold in their various projects. For example, Coleman Homes may have 4 subdivisions selling in various areas in metropolitan Bakersfield. Kyle Carter Homes has a similar philosophy and has four on-going projects. We were unable to get precise figures from Probuilt, BHA Properties or Centex Homes, but it was our impression that these builders have similar numbers of under construction-unsold units. Based on our examination of the market, we have estimated there are approximately 196 units unsold in the market currently. This is due to the local building industry practice of only starting housing construction after acceptance of deposits from pre-qualified buyers. Interaction of Demand & Supply In the preceding examination of demand and supply conditions, it was determined that based on the past five years average annual permit activity, demand for single-family residential dwelling units is forecast to at 2,800 units annually over the next five years. Analysis of supply conditions indicates that there is potential for an estimated 2,800 new housing units based on tentative tracts and unsold-under construction lots in inventory. On the demand side, we cited the single-family residential permit activity over the past six years. In general, permits have been issued at the rate of 1,500 to 2,200+1- units annually and have averaged 2,268 permits per year citywide since 1996. There are few speculative-built homes unsold other than tract models. 35 Lauuer & Associates Assessment District D3-1 Our analysis of the market conditions in Bakersfield suggests that there is a steady demand for new housing product and there is sufficient entitled land available for rapid response in supply to meet the historical demand conditions. Housing Markey Conclusions The Mortgage Bankers Association, in its "State of the Real Estate Finance Industry" report released January 22, 2004, said that the amount of new home mortgage money, which reached a record of $3.8 trillion in 2003, will decline to $1.9 trillion in 2004. The report went on to state that, while the volume of loans originated for home purchases will increase annually across the three-year forecast period of 2004-2006, the refinance share of originations will fall from 6b percent in 2003 to 34 percent in 2004, to 22 percent in 2005, and to 19 percent in 2006. Mortgage interest rates will likely end 2004 in the 6.3 to 6.5 percent range, increasing to over 7 percent by the end of 2005, according to MBA economists. MBA's outlook said home sales will slow slightly over the next two years after having set a third consecutive annual record in 2003. Home prices will continue to rise, but at a slower pace than last year, the association said. Existing home sales will fall by 5.1 percent in 2004, and by 3.6 percent in 2005, with essentially no change in 2006, MBA added. New home sales are expected to fall by 7.2 percent in 2004 and by 3.3 percent in 2005, but remain unchanged in 2006, the forecast said. MBA predicted that real grass domestic product growth will average 4.7 percent during 2004, and 4.1 percent in 2005 and 2006. It expects the unemployment rate to decline from 5.7 percent now to 5.2 percent by mid-2006, partly because of re-entry of "sidelined" workers to the work force. The Bakersfield housing market will be affected by the national conditions as they relate to pricing. We are not anticipating a decline in sales activity during 2004 however, owing to the 36 File 3533 Launer & Associates Assessment District 03-1 steady in-migration of out of the area buyers. The Bakersfield new housing product is priced substantially below most other areas of the State and Bakersfield has a good reputation for a quality life style. The following fact summary lends support to the appraiser's forecast of a continued strong local housing market in 2004: • Overall, the Bakersfield housing market is strong with about 600 homes for sale on any given. day • On average in 2003, home sellers received 98.8% of asking price • New home construction permits were at an all time high in 2003, with a total of 3,626 pertnits issued in the City. This is a 23% increase over 2002 when 2,947 permits were issued. • A study of the Bakersfield Metropolitan area sales activity shows the average resale housing prices in 2003 were up nearly 16% over 2002 existing home prices. • The price per square foot of a new construction home during the fourth quarter of 2003 was $117.02 compared with $109.11 for existing housing during the same quarter. • According to Ticor Title Company, housing starts and appreciation are anticipated to stabilize and maintain a 5 to 7% growth rate during 2004. Bakersfield Citv Conclusions Throughout the United States, the Bakersfield/Kern County area is well recognized as one of the fastest growing Standard Metropolitan Statistical Areas (SMSA} in the country today. It is the 12s' largest city in California, with a population of almost 400,000 within the corporate limits. The expanding population and growth is attributed to a strong economy that was traditionally tied to oil production and agriculture but is now led by rapid diversification. Bakersfield's central location, low land costs and a strong employment base have helped it emerge as a major relocation alternative for major office users, national manufacturing and distribution industries. Improved and stabilized markets for oil and agriculture will only create additional benefits for the community. 37 Luuuer & Asscreiates Assessment District 03-1 Bakersfield is centrally located in the south central portion of California's San Joaquin Valley. The city is the county seat of Kern County and is 110 miles north of Los Angeles via Interstate 5 and Highway 99 and 110 miles south of Fresno via Highway 99. This central location along major national transportation arteries contributes to the city becoming a regional headquarters location in the South San Joaquin Valley. Kern County is the largest oil-producing county in the nation. If it were a state, it would be the fourth largest in the production of oil. The county is also the third largest grower of agricultural products in the state. In addition to these two major industries, Bakersfield maintains an extremely diversified manufacturing economy with over 300 manufacturing facilities within the city, highlighted by the existence of two major multi- million dollar manufacturing facilities; Frito Lay and Carnation Company, both of whom are now employing over 800 people. Economic diversification has continued to improve with State Farm Insurance Company's expansion of its employment in its regional office facility, which covers approximately 1:2 million square feet. Bakersfield is a thriving metropolis. The population of greater Bakersfield is now over 450,000 and increasing, maintaining its position as one of the fastest growing cities in the state. In spite of this growth, the city has relatively little congestion and low median housing costs; the city has an excellent kindergarten through 12th grade school system as well. as a community college and a California State University. Factors such as these are important amenities to support the employment base and continue to provide an excellent choice for companies relocating to Bakersfield and Kern County. The over-all trend for the city of Bakersfield appears to be stable with a forecast for steady growth in the future. It is anticipated the Greater Bakersfield Metropolitan Area will contain a gradually increasing proportion of the county population. This is based on its location as a regional hub of business in the Central Valley, the steadily growing strength of the local economy, the city and county's pro-growthlpro-business attitude and plentiful supply of relatively inexpensive land. Therefore, it is anticipated that the Bakersfield area will continue to experience steady growth through the next decade, and continue to attract new households migrating from the urbanized areas of the San Fernando Valley and Los Angeles basin. Our analysis of the residential market conditions in Bakersfield suggests that there is a steady demand for new housing product, which relates in turn to service, support and shopping 38 File 3533 Lauver & Associates Assessment District D3-1 space needs. There is sufficient entitled land available for rapid response in supply to meet the historical demand conditions. ASSESSED VALUE AND TAXES Because it is the purpose of this report to determine market value, (which by definition presumes a ready, willing and able buyer}, it becomes necessary to allow for an increased or decreased tax liability for the subject property, based upon the valuation reported in this appraisal report. According to a spokesman for the Kern County Tax Assessor and based on a review of the client supplied preliminary title report, there are no delinquent taxes or penalties owed. The details of the Community Facilities District special tax liens applicable to the subject properties are outlined in the previously referenced Engineer's Report, prepared by Wilson & Associates, dated September 10, 2003, pages I-3 through I-6, inclusive. HIGHEST AND BEST USE Definifion The reasonable and probable use that will support the highest present value, as defined, as of the date of appraisal. Alternatively, that use, from among reasonably probable and legal alternative uses, found to be physically possible, appropriately supported, financially feasible, and which results iu the highest land value...the most profitable use.' Introduction The following highest and best use discussion will focus on the primary factors examined in determining highest and best use. Real Estate Appraisal Terminology. Published jointly by the American Institute of Real Estate Appraisers and The Society of Real Estate Appraisers. Chicago. 1975 Pg 201. 39 Lauver & Associates Assessment District D3-1 1. What uses are legally allowable? 2. What uses are physically possible (what can the site support)? 3. What uses are financially feasible (and appropriately supported)? A. What is the existingtfuture neighborhood land use pattern? B. What is the subject site's most probable use "as if vacant"? 4. What uses are maximally productive? 5. Conclusions Throughout the analysis, the valuation theories and principles of anticipation, balance, conformity, surplus productivity, and externalities are examined. These theories or value influences are defined on the facing page. The highest and best use analysis considers these principles as they apply to the site, first, "as if vacant," and then, "as improved." What Uses Are Legally Allowable? The zoning for the subject is R-l. This zoning allows development for single-family residential uses, with a minimum lot size of 6,000 square feet per dwelling unit. Therefore, the only legal pernussible use possibility for the subject site under the zoning is for one dwelling on a minimum 6,000 square foot lot. What Uses Are Physically Possible? From among the legally allowable land uses, the appraiser must determine the physically possible uses. Under the zoning code, the development of this parcel must consist of single family residences meeting the front, side and rear yard setback requirements set forth under the zoning code. It is thus physically possible and legally pernrissible to develop this site exclusively with residential lots with one housing unit on each lot. 40 File 3533 Lauver & Associates Assessment District 03-1 What is The Most Financially Feasible Use of The Site? Financial feasibility deals with the returns expected on an investment. Return implies that the idea proposed is marketable, 'rentable' or 'saleable', and is therefore capable of generating a cash flow, thus allowing for a return on, as well as return of, the dollar invested. Developments that were developed to their legally permissible and physically possible uses as single-family residential resulted in the most financially feasible use for the respective properties. Thus, development of the subject for single-family residential purposes is considered the most fuancially feasible use. Determining the highest and best use of the site as if vacant from the possible uses also requires examination of the existing and future land use patterns in the neighborhood. Historical and recent additions and proposed and under construction projects in the immediate area consist almost exclusively of residential uses. It was established that this neighborhood's location in the Southwest quadrant of the city is one of Bakersfield's more desirable residential locations, demonstrated by the amount of new residential growth during the past ten years. The latest surveys indicate strong market demand for single-family housing in the area. No evidence is available to suggest that the remaining vacant land in the immediate neighborhood should not develop to single-family residential uses in keeping with the General Plan. Likewise there is no reason to believe the land use pattern or character of the area should deviate from the uses described previously in the future. It was our finding that multi-family housing finds most market acceptance in areas proximate to entry-level housing and along arterials where these developments form buffers for single-family residential subdivisions. Therefore, it was my determination that the use that is most financially feasible and maximally productive while conforming to the character of the neighborhood is for single-family residential use. This use would be in harmony with the principle of balance and conformity with the historical and existing land use patterns in the neighborhood. The supplyldemand characteristics were analyzed in a prior section of this report. It was concluded that there is sufficient demand existing to warrant development of single family housing in the general area. 41 Lauver & Associates Assessmeut District 03-1 It was the appraiser's conclusion that, given the on-going development in the subject's general and immediate vicinity and the rapid absorption rates being experienced for the finished lots and finished house lot combinations, there is immediate demand for the subject's development. Conclusion The process of determining highest and best use relied upon examining zoning, surrounding land use patterns and a cursory investigation using observation of the growth of residential supplytdemand in the subject area. The general neighborhood appears to be steadily improving with single-family residential developments. An examination of the residential housing market in Bakersfield indicates the demand and supply forces are in balance. Because of the practice of making finished lots available on an option basis, builders have less financial exposure and can immediately adjust to changes in the demand side of the market. It is the appraiser's opinion that the Highest and Best Use for the subject property is its current proposed use, for single-family residential housing. Development could commence immediately owing to the steady demand conditions existing at this time. PROPERTY HISTORY Uniform Standards of Professional Appraisal Practice and the Standards of Professional Practice of the Appraisal Institute require that an appraisal report must contain an analysis of any prior sales of the property that occurred within athree-year period prior to the date of value. According to the Kern County Recorder, the ownership of the land described in this section of the report is vested in Castle & Cooke California, Ina The current owners have held the respective described properties for more than ten years. 42 File 3533 Lauver & Associates Assessment District 03-1 NEIGHBORHOOD ANALYSIS -BRIGHTON PLACE AREA Locational features are the items that make real estate productive and valuable. These value generating characteristics are perhaps more important than the physical attributes of the land or man-made improvements which make land useful for urban purposes. Analyzing the neighborhood involves a study of change, (if any) the protections offered against change, the area's land use pattern and the occupancy status, among other items. Neighborhood Defmition: 'A portion of a larger community, in which there is a homogeneous grouping of inhabitants, buildings, or $usiness enterprises. ".. . 'Neighborhood boundaries may consist of weld-defined natural or man-made barriers or they may be more or Zess well-defined by a distinct change in land use or the characteristics of the inhabitants. "' The neighborhood is located near the westerly limits of the City of Bakersfield. Ming Avenue to the south, Allen Road to the west, Coffee Road bound the general neighborhood to the east, and Rosedale Highway borders the neighborhood at the north. This location is presented in the neighborhood map on the following page. The subject neighborhood covers all or parts of Census Tracts 32.01 and 38.02. The physical boundaries of the neighborhood were selected because of the land use patterns in the area. The area is in a transitional stage from rural agricultural, rural residential, and some oil related industrial to a neighborhood characterized by urban and suburban residential. Real Estate Aproraisat Temilnol~. Sponsored jointly by The American Institute of Rent Estate Appraisers and The Society of Reat Estate Appraisers, 1981, page 160. 43 Lauver & Associates Assessment District 03-1 Neighborhood Map .. a - ~` ~ , ~~. „ .- .~ ~~ • ; ,: ~ a ~ .~r~. ~ B al[if ultl i 1 ~ ~ yxnuen S.r,( ,~ , ` " ~ ~ A J ansime _. +sm6re ~ {{ .. r ~ ~ I+o omu uv anY WM~I _ ~a m E ~'' 9 fi ~ ~~• JAa'YOW Pads ~ > ~ ~ 4 PuL "' r / ,: , Y+v _ . r.. .. ~ s _ ._ ,. t la . ~ x ~ ,~ ~ I/SW..- ~ ~ f - } ~ L. eu f~ jj ~ ~ ~ ~ ~ t W2fl~ \ l D { V\~' ~ ~ _ I _ IiE {-~ E ' - -a y ~Mm 1:` o i ... F` .. w - v . , ;. ~. { a ~ ' 5 ' f NbYn ~ rvy S `i &, MN AW Eh fShWIM:nU rHtl ~ ~~ ~ .. - ACCESS Commercial traffic arteries such as Stockdale Highway, Rosedale Highway and connectors including Allen Road, Brimhall Road, Coffee Road, and Calloway Drive adequately handle most of the traffic needs. The neighborhood also has good access to all parts of the city via Freeway 99 (State Route 99), which is approximately 3 miles east of the subject neighborhood. Rosedale and Stockdale Highways also connect with Interstate Highway 5 approximately 12 miles to the west of the larger parcels, which are the subjects of this appraisal. 44 File 3533 Launer & Associates __ Assessment District 03-1 The recent widening of Calloway Drive and completion of the bridge over the Kem River now provides six lanes of north-south vehicular traffic flow to the area, and effectively completes a major arterial loop connecting Northwest and Southwest Bakersfield. The alignment along the Kem River of the proposed freeway by-pass in this area will provide an additional cross town expressway which will alleviate any future potential for traffic congestion on the surface streets. General Neighborhood Character Overall, the subject neighborhood is characterized as a rural residential location in the far west portion of the city. It is approximately 30% improved with mostly newer single-family residential dwellings on large lots, generally ranging from 6,000 square feet to over one acre in size. This area has historically held appeal for the segment of the market desirous of large, estate sized lots with equestrian zoning. Recent additions to the neighborhood have involved smaller lot subdivisions, however. Typical dwellings in the neighborhood range from 40-year-old cottages and bungalows to new executive and luxury estates, which comprise some of Bakersfield's more exclusive neighborhoods. Many of the more recent developments in the subject neighborhood target the middle and upper income level groups. Dwellings were developed in patterned manner designed to maximize the uniformity of the structures and establish neighborhood identities. Existing and established areas include Country Rose Estates, a development improved with very good to luxury quality dwellings ranging in size from approximately 2,200 to over 3,500 square feet. These dwellings are typically on lots of/z acre or slightly larger and were completed by the late 1980's. A slightly older but very similar subdivision, Stockdale Ranchos, was completed by the mid 1980's, also enhances the upscale rural residential character of the neighborhood. However, the neighborhood's evolving character is more closely aligned with the Brimhall Estates, Villages at Brimhall, Spring Meadow, Fairway Oaks and Pheasant Run subdivisions, which seem to dominate the construction and sales activity in the neighborhood. 45 Launer & Associates Assessment District 03-1 Spring Meadow, is an active subdivision development located north of the subject on the south line of Brimhall Road at the Southwest comer of Verdugo Lane: Their housing product consists of dwellings ranging in size from 1,800 square feet (1,800 SF is the minimum dwelling size allowed} to over 2,500 square feet, with pricing in the $170,000 to $300,000 range. The lots in Spring Meadows range from about 9,300 square feet to 10,400 square feet, ali with the minimum dwelling size restrictions cited previously. Lot absorption has been approximately 4.5 lots per month since opening. Brimhall Estates, is a large lot subdivision that was constructed in three phases. Improvements in Brimhall Estates consist of good to excellent quality, custom-built dwellings, ranging in size from about 2,500 to over 3,500 square feet. Average lots are 18,000 square feet. Completed house/lot combinations are in the $325,000 to over $500,000 range depending on size, quality and amenities. The last lots that sold were priced from $65,000 to $90,000 depending on size, location and orientation. Sales history reflects an average absorption rate of 2 lots per month since lot sales began. Pheasant Run, is located on the south line of Brimhall Road between Calloway Drive and Jenkins Road. This development opened about six years ago beginning with two initial phases consisting of 28o units. The Pheasant Run subdivision offers dwelling units designed and priced to appeal to the first time homebuyer and `move-up' market segments. Most active house/lot combinations are 1,400 to 1,700 square feet in size, with pricing from about $125,000 to $155,000. The housing has met with very good market response, averaging over 5 sales per month during their marketing history. Fairway Oaks, located along the west line of Calloway and along the south line of Brimhall, is a 242 lot subdivision built by BHA Properties Inc. It Finished its 4-year sales program in early 2002 with an overall sales rate of slightly more than 5 units per month over the sellout period. Dwellings in this development range in size from 1,400 to 2,670 square feet in size. The developer reports the 1,900 to 2,700 square foot models were the most popular and accounted for the bulk of the sales in the subdivision. Re-sales reflect average selling prices from around $ISO,ooo to $22s,ooo. 46 File 3533 Launer & Associates Assessment District 03-1 The Villages at Brimhall, located along the south line of Brimhall Road north of the subject consists of various residential product types. Stonington, by BHA Properties is offering the same basic floor plans offered in the Fairway Oaks, with selling prices in the $150,000 to $250,000 range. Lot prices in the Stonington area are in the $40,000 to $42,500 range for the basic interior lot. Other subdivisions in the area include the Rutgers, Trinity and Ambrose developments with housing prices in the $250,000 to over $500,000. Lots are sold by a major lot producer and sold to merchant builders, with selling prices from $60,000 to more than $95,000, depending on size and orientation. In terms of commercial land uses, this neighborhood is denoted by industrial developments in the vicinity of Rosedale. The industrial properties support the oil exploration and building industries. While technically located outside the neighborhood boundaries, the developing educational and business cluster around the California State University has a significant impact on the subject neighborhood. The influence will increase now that the Calloway Bridge has opened, providing direct access. Notable developments near the university include a regional office of State Farm Insurance, Dole Citrus, Mercy Hospital with related medical offices, and a new community sized upscale retail center known as The Market Place, on Ming Avenue. New office complexes are emerging in the vicinity of the Market Place, forming an upscale urban environment that has a positive influence on the subject properties. A new power center known as the Rosedale Promenade is located approximately 1-l2 miles north of the subject on Rosedale Highway. The properties that are the subject of this report are within its primary trade area and this major center plays an important role in offering the inhabitants a variety of retail outlets within a short driving distance. Conclusion The overall character of the neighborhood is in a state of steady growth, a result of the growth trends experienced for the past several years in the Northwest, Southwest and the subject's West location in the city. Sales activity in this particular sector of the city has been strong, owing in 47 Lauver & Associates Assessment District D3-1 large part to the relocation of State Farm Insurance employees to their new western regional headquartersrn Bakersfield, and the reputation for upscale housing quality in this portion of the city. The growth pattern in the west Bakersfield area, both north and south of the Kern River, is also demonstrated by the recent completion of large commercial structures. In addition to the State Farm Insurance 584,000 square feet, $49 million regional office building, Mercy Southwest Hospital and adjunct medical offices are located immediately south of the subject neighborhood. Residents will also continue to be attracted by the proximity to California State University, which is just south of the subject neighborhood. These growth and demand trends in this neighborhood are likely to continue to be enhanced by the quality of improvements and many amenities afforded from the master planned community character of the area. These factors combine as indicators that demand for housing units will continue to be strong and will continue to capture a good portion of the market seeking housing in this location. The subject's neighborhood shares many of the same positive loeational characteristics that are found in Seven Oaks, an upscale residential community on the south line of Stockdale Highway. The linkages in this area cannot be duplicated elsewhere in the Kem County market. First, the proximity to the Cal State University campus cannot be understated. The hub for cultural and educational activities is a strong selling point for all of the residential markets from entry-level to luxury. Secondly, the proximity to Mercy Hospital is a positive factor. Hospital employees such as physicians and nurses tend to reside nearby for easy access, as do the elderly. The State Farm Insurance facility is another example of major office building construction in the area. The Stockdale Highway area between Gosford Road and Old River is becoming the new focus area for commercial development in Bakersfield. Consequently, residential areas found in Seven Oaks and the subject's neighborhood must be considered the "A+" locations in the market and the city's new growth is likely to focus in this area. 48 File 3533 Lauver & Associafes Assessment Distriet D3-1 Brighton Place Area Location Map ~~ ~ EXHIBI-T A ~ GOCi+,TION MAP ~ Off' PROPASED BUtJNDARIE5 GF - , -' CIl'Y t5F-B1.KERSElEILD ASSESSh€ENT:BISTRICT NO -lU's-1 ~ -' '~ a. E ,~~~ " ~ . ~4 bhIW39'O;+~Pv§rL^ Akfui ~. O i]Y d8'S~.:JTt6N1' Pf9 RIB NU a3 I ~ ~/ ~ ~ ~ J _ 'I ~ w / ~ CFI /'~ ~~ . .-%x 1 A =~ ` ~r , S~ ~.z I ~ i _ ' 1 ,i. ~ ` ~ I'' ' 9A~f ". ~' K' ,R re`s .I ,n rs t i .4 ~~-.~~ ~~ "~ ~ ; ~„ ~ 6 3~ , } { { ' ~~ 1 Ada ~. 4i:wy -.4 ~'mr rL , t,wnt, 03 ICe n .`tn{e oY l._ - J 49 Launer & Associates Assessment District 03-1 SITE DESCRIPTIONS -BRIGHTON PLACE AREA Location and Immediate Area Character The subject tract is located in the northwesterly portion of the subject neighborhood in the Northwest quadrant of the city of Bakersfield. At some point in the future, the planned Kem River Freeway will form the northerly boundary of the Brighton Place Area. The Kern River Freeway is a proposed cross-town freeway connecting the downtown area to Interstate 5 to the west. The property uses surrounding the subject parcel consists primarily of established residential housing tracts to the south and on-going new construction of new housing developments to the east and southeast. To the north, land uses are intensive agriculture in nature consisting primarily of permanent plantings. Shape, Size and Topoeranhy The Brighton Place Area is irregular in shape, conforming to the boundaries of the Rio Bravo and Cross Valley Canals at the south, and Calloway Drive at its easterly boundary. It contains a total of 149.14 gross acres. The topography is generally level with a slight natural gradient with drainage from north to south/southwest. Soil Characteristics There were no signs of soil subsidence or cracking noted at the time of inspection. The appraiser was not provided a soils report or a geological survey however, and therefore was unable to determine if there were any underlying soils problems identified by such a soils report. 50 File 3533 Lauver & Ass©ciates Assessment District 03-1 Utilifies Utilities including gas, water, electricity, and telephone services are in place. Southern California Gas Company provides natural gas service; water, sewer and storm sewers are provided by the City of Bakersfield; electricity service is provided by Pacific Gas & Electric and telephone service is provided by Pacific Bell. Environmental Characteristics The appraiser has no knowledge concerning the presence or absence of any hazardous materials or wastes within, or in proximity to the subject property. A physical inspection of the subject property revealed no atypical conditions that might contribute to a toxic hazard. It should be noted however, that this appraisal report was prepared strictly for the use of the client and does not constitute an expert environmental assessment of the subject property. The appraiser is not an expert in the field of hazardous materials, and this appraisal report should not be relied upon to determine whether environmental hazards exist on the property. The value presented in this report is predicated on the assumption that the site is free of any hazardous materials, existing or past soil contamination. If there is any question regarding the presence of any contaminants, the appraiser recommends that the client obtain an environmental assessment from a qualified environmental expert to determine the potential environmental risks associated with ownership of the subject property. If such toxic conditions do exist, the property value may be adversely affected. Flood and Earthquake Zones According to the Federal Emergency Management Agency Federal Insurance Admutistration, the subject property is located in a Zone B area, according to Federal Emergency Management Agency map panel 060075-1005B, with an effective date of September 24, 1486. This area is protected from the 1% annual chance of (100 year) flood by levee, dike or other structures subject to possible failure or overtopping during larger floods. No flood insurance is required. 51 Lauver & Associates Assessmeut District 03-I According to Special Publication #42 of the California Division of Mines and Geology, Revised Edition, 1494, entitled Fault-Rupture Hazard Zones in California, the subject property is not located within any Special Studies Zones, as defined in the Alquist-Priolo Special Studies Zone Act. Access Access to this site is considered excellent, with the main access point being located at the eastern line of the parcel, on Calloway Drive. When the proposed extension of Jewetta Avenue is completed, it will form the westerly/northwesterly boundary to the Brighton Place Area, with its north-south curvilinear orientation connecting to Stockdale Highway at the south and the present Jewetta terminus at the north. Calloway Drive is a major north-south connector to Stockdale and Rosedale Highways. These highways provided access to Freeway 99, three miles east of the subject. Surroundin¢ Land Usage The subject is separated from the residential housing to the north by the proposed cross-town freeway taking, on the west and the south by the Rio Bravo and Cross Valley Canals, and on the east by Calloway Road. South of the Cross Valley Canal and extending southerly to the Kern River is a narrow strip that will most likely be left in its native state forever. North of the freeway taking is vacant land extending to the Spring Meadows low-density residential development and a proposed high school site. To the west and the northeast are undeveloped agriculture lands that have R-1 residential use entitlements. The surrounding land uses are primarily residential in nature consisting of both entry-level and move-up product, and conform to a good overall development plan for this area. The parcel immediately east of Calloway Road was recently developed with a retirement and care center. This project, known as Glenwood Gardens, has 435 beds in assisted and independent 52 File 3533 Lauver & Associates Assessment District 03-1 living environments, a 30 to 40-bed facility fox Alzheimer's patients, and a 10,000 square foot wellness center. Pronosed Development The Brighton Place Area is proposed for development with three Single-Family Residential subdivisions. These Subdivisions have housing characteristics smmnarized below. Brighton Place Development Area Tract Name No. Phases No. Lots Housing Type Cambridge Tract 6111 3 91 Large, Custom-Built Dwellings, 2,500+ SF- $300-400+ Price Range Bedford Tract 6127 2 63 Large, Custom-Built Executive dwellings, 3,000+ SF - $400-600+ Camden Tract 6128 6 189 Custom-Built Dwellings, 2,000+ SF- $250 to 350+ Price Range Summaries of the lot characteristics are shown in the following chart. Tract 6111 Cambridge No. Lots Smallest Largest Median Average Unit One 31 12,615 31,772 14,501 15,480 Unit Two 26 12,615 25,252 15,230 15,688 Unit Three 34 13,500 25,183 14,089 16,889 Tract 6127 Bedford Unit One 33 17,908 34,974 20,641 22,038 Unit Two 30 18,000 38,7b1 20,215 22,850 Tract 6128 Camden Unit One 34 9,872 25,680 10,594 12,204 Unit Two 29 9,687 20,904 10,040 10,936 Unit Three 30 9,615 24,533 10,172 11,096 Unit Four 30 9,912 22,120 10,197 11,555 Unit Five 32 9,619 24,033 12,113 13,171 Unit Six 34 10,000 22,348 13,291 13,985 Subsequent to the recordation of final maps in the various tracts, the developer began in-tract construction of lots. As of the date of this report, lot construction in Cambridge is virtually 53 Lauver & Associates Assessment District 03-I complete, lacking only street signs. Lot sales to merchant builders have been underway for some time and a number of new homes are nearing completion. Construction of lots in the Bedford tract is also well underway. The tract has curb/gutter and sidewalk in place and the utilities have been stubbed to each lot. Final compaction and sub-base is being graded in the streets and the paving should commence at any tune. Tract 6128, Camden has streets cut, utilities trenched and perimeter walls are in place. The developer reports costs to date in the respective tracts as shown in the following table (January 2004 figures). The developer did not provide cost to complete estimates. Tract-Phase Direct Costs Indirect Costs TotaUPhase # Lots Cost/Lot 6111-1 513,960 162,303 676,263 31 21,815 6111-2 212,222 67,017 279,239 26 10,740 6ll1-3 325,342 102,740 428,082 34 12,591 Total in Tract 1,051,524 332,060 1,383,584 91 15,204 6127-1 549,080 173,394 722,474 33 21,893 6127-2 265,157 83,734 348,891 30 11,630 Total in Tract 814,237 257,128 1,071,365 63 17,006 6128-1 97,105 30,665 127,770 33 3,872 6128-2 78,916 24,921 103,837 26 3,994 6128-3 70,097 22,136 92,233 22 4,192 6128-4 107,518 33,953 141,471 41 3,451 6128-5 80,259 25,345 105,604 33 3,200 6128-b 340,744 107,604 448,348 34 13,187 Total in Tract 774,640 244,623 $1,019,263 184 5,393 Conclusion A review of the lot sizes in the subject tracts indicates that the average lot sizes are large City lots, which are typical in the west and southwest Bakersfield area. This is a desirable feature and is likely to enhance the appeal of the subject lots and completed housing product competing for market share. 54 File 3533 __ . Lauver & Associates Assessment District 03-1 No detrimental influences contiguous to any individual parcels in the subject property or in the genera( area of the subject tract were observed. The subdivision is consistent with the existing General Plan. Its design does not cause substantial environmental damage ar substantially and avoidably injure fish or wildlife or their habitat, nor is it likely to cause any serious health problems. The design of this subdivision does not conflict with easements, acquired by the public at large, far access through or use of property within the subdivision. The subject tracts are physically suitable for the type and density of development proposed, and are well located with reference to schools, shopping and other social/economic establishments. Because of its location in proximity to the major arterials Rosedale Highway, Stockdale Highway, Calloway Road and the future extension of Jewetta Avenue, the subject will provide its resident's ease of access and shorter travel times to conveniences. The location with reference to the new power center on Rosedale Highway and proximity to the new planned commercial areas along Stockdale Highway are also positive factors that will enhance marketing of the tract. the conformity of the lots to the area and the general development trends in the Northwest and Southwest Bakersfield azea should assist in the marketing of the finished lots with or without housing units and demandlgrowth trends should aid in maintaining values into the future. VALUATION METHODOLOGY In the appraisal of real estate there are three traditional approaches to value. These are the cost, direct sales comparison and income approaches. Methods Applied to the Subject Develoament In appraising the subject subdivision, the Cost Approach and the Sales Comparison approach are the primary value indicators used in the local market and are considered the most pertinent of the value indicators for the subject. The Income Approach, as it pertains to the cash flows the subject is capable of generating, is another indicator of the subject's value and is presented in the report using the discounted cash flow analysis. 55 Lauver & Associates Assessment District 03-1 Cost Auproach Defined The cost approach is defined as: "A set of procedures through which a value indication is derived for the fee simple interests in a property by estimating the current cost to construct a reproduction of, or a replacement for, the existing structure,- deducting accrued depreciation from the repraduction or replacement cost; and adding the estimated land value plus an entrepreneurial profzt. Adjustments may then be made to the indicated fee simple value of the subject property to reflect the value of the property interest being appraised. in the property, and adding the estimated land value."' The cost approach involves analysis of land sale data, engineering costs, the cost of city planning studieslapprovals, in addition to the direct land improvement costs. Improvement costs are estimated and added to the land value estimate for a value indication for the subject. Sales Comaarisan Aanroach Defined The sales comparison approach is defined as: "A set of procedures in which an appraiser derives a value indication by comparing the property being appraised to similar properties that have been sold recently, applying appropriate units of comparison, and making adjustments, based on the elements of comparison. The sales comparison approach may be used to value improved properties, vacant land, or land being considered as though vacant; it is the most cornxnon and preferred method of land valuation when comparable sales data are available."~ Application of the sales comparison approach involves gathering information on sales transactions involving properties with similar physical and locational characteristics. Since no two properties are exactly alike, adjustments are made to the comparable sales to reflect the characteristics of the subject property. After making the adjustments, a range of value is indicated for the subject that is reflective of the current local market conditions. The Dictionary of Real Es[a[e Appraisal-Third Editioq 1993,1-he Appraisal Insttute, Page 81. The Diction of Real Estate A sisal 17ilrd Edition, 1993, The Appraisal Institute, Page 318. 56 File 3533 Lauver & Associates Assessment District 03-I Income Approach In this analysis, a value from the Income Approach is represented by what is known as a residual cash flow analysis. This methodology is based upon the principle of anticipation that affirms that value is created by the anticipation of future benefits. After concluding the value of the finished lots using the approaches described previously, deductions are made from the estimated periodic sales revenues. These deductions are estimates of the costs of sale, absorption, construction and profit to indicate net cash flow revenues to the developer. These periodic cash flows are discounted to indicate a net present value that represents the subject's value during the holding period. Methods Applied to the Subiect All three approaches are pertinent to the appraisal of the subject property. Each approach will be independently applied in the following analysis. The values applicable to the subject and the method used are presented in the following chart. Value Definition Methadolo `As Is' Value of land & improvements as they exist on the Cost, Sales Comparison, effective date of re ort Income A roaches `As Retail Value of finished vacant lots when ready for Cost, Sales Comparison, Coin lete' im rovement with residences Income A roaches Estimated Finished Lot Values `As Complete` The first method employed in valuing the tracts is the Cost Approach. This approach consists of estimating the value of the individual lots when finished and ready to be improved with single- family residences. This approach involves estimating the value of the unimproved land and adding the costs to produce finished lots. Costing sources used include Marshall Valuation Service, a recognized national costing service, cost estimates from a major bank cost estimating department and estimates from local developers actively involved in the subdivision process. Another method used in estimating the finished residential value is the Direct Sales Comparison Approach. To apply this technique, sales data pertaining to finished lots that have sold during the 57 L¢uner & Associates Assessment District 03-1 past year is analyzed. These data are compared to the subject and adjusted to represent the subject's characteristics. The adjusted values from this approach will provide a range of values from which the subject's value is selected. The cited methods are then reconciled and the total of the land and improvement values will represent the aggregate market value of the various tracts `As Complete'. It is understood that the on-site development of the subdivisions will require time to complete before any income is realized from lot sales. Consequently, the aggregate market value of the lots As Complete must be discounted to reflect the time periad necessary to construct the tract and achieve a full sellout. Establishing an estimate of completion time for the subject tracts, and discounting for the time value of money is the methodology employed. This discounted cash flow analysis will provide the `As Is' value of the subject lots. Exposure and Marketing Time Exposure time and marketing time may or may not be similar depending on whether market activity in the immediate future continues in the same manner as in the immediate past. Indications of the exposure time associated with the mazket value "As Is" estimate aze provided by the marketing times of sales comparables, interviews with participants in the market and analysis of general economic conditions. An estimate of a future marketing time is more difficult, requiring forecasting and analysis of trends. Exposure time is defined as the length of time that a property would have been offered on the market prior to the hypothetical consummation of a sale at market value. It is retrospective opinion of time based on an analysis of past events and assuming a competitive and open market. Exposure times of residential land sales in the subject's market area, as well as surrounding areas were found to be less than six months. Additionally, land developers active in the market area were contacted with regard to the exposure time that they have experienced over the recent past. 58 File 3533 Lauver & Associates Assessment District 03-1 Based on these conversations, an estimated exposure time of less than six months for each phase was determined reasonable, considering the stage of development readiness of the subject. Marketing time is an opinion of the time to sell a property interest in real estate based on the opinion of market value during the period immediately after the effective date of value. An opinion of reasonable marketing time is determined by comparing the recent exposure time of similar properties and then taking into consideration current and future economic conditions and how they may positively affect marketing of the subject property. A review of exposure times for residential land in the greater Bakersfield area indicates a marketing period of one to twelve months is sufficient to consummate a sale. The residential market has been strong in the metropolitan area surrounding Bakersfield for the past three years. Investors and developers are demonstrating confidence in the Central Valley market as we are seeing increased purchases of undeveloped land and sales of finished lots in bulls or on a rolling option basis. Based on our analysis of current market conditions, we are projecting a marketing time of less than six months for each subdivision as reasonable. VALUATION -BRIGHTON PLACE AREA Value of the Subject Unimproved Residential Land This appraisal report covers three distinct subdivisions in the Brighton Place Area. These are Cambridge Tract 6111, Bedford Tract 6127 and Camden Tract 612&. The reader may wish to refer to the reductions of the tentative tract maps for a graphic representation of these subdivisions.. In this section we will estimate the value of the subject land, as it existed on the date of our value estimate, March 24, 2004. On that data, the on-site lot construction in the cited tracts is well underway as described previously. 59 Lanner & Associates Assessment District 03-1 Value of Unimproved Laud The first step in the valuation process involves analysis of land sales that have characteristics similar to those of the subject. All comparables were located in areas having similar tax rates, CFD's and assessments. Adjustments for these factors were not necessary. The comparable vacant land sales used are presented on individual data sheets and are located as shown on the following map. 60 File 3533 _ , __ Launer & Associates Assessmen# District 03-1 Comparable Sales Map 61 Lauver & Associates Assessment District 03 1 LAND SALE NO. 1 Pronerty Identification Record ID Property Type Property Name Address Location User 1 Sale Data Grantor Grantee Sale Date Deed BooklPage Property Rights Financing Verification Sale Price Land Data Zoning Topography Utilities Dimensions Shape Landscaping Land Size Information Gross Land Size Useable Land Size Front Footage Indicators Sale Price/Gross Acre Sale PricelGross SF Sale PricetUseable Acre Sale PricelUseable SF Sale PrieelFront Foot 120 Residential Residential Land S. Line of Brimhall Road, West of Jenkins Road, Bakersfield, Kern County, California 93312 TB 2440 H-6 Lot Line Adjustment 116-O1, Parcel A Alma L. Sledge/Judy D. Marshall Soper Homes, Inc. February 1, 2001 121841 Fee Simple Cash to Seller Mike Soper, Soper Homes, 661-631-8620; Lauver, MAI SRA $530,000 R-1, Residential Level Electric, Gas, Water, Sewer 861.65 x 1,322.64 Rectangulaz None Confirmed by Michael 20.000 Acres or 871,200 SF 20.000 Acres or 871,200 SF 100.00% 862 ft S. Line of Hageman, 660' west of Jenkins $26,500 $0.61 $26,500 $0.61 $615 Remarks This pazcel rues fallow agriwltural land located duectly south from Westdale Estates on the south line of Brimhall Road, approximately 660 feet west of Jenkins Road, in West Bakersfield. The sale price included mineral rights and abandonment of a well site. Subsequent to the purchase a 40% interest was sold to Batey Trust for the sum of $274,800. Soper Homes, Ina, who intends to develop it unth 44 residential lots averaging approximately 15,000 square feet, purchased the pazcel as a site for a residential subdivision. The developer intends to finish the lots and improve them with single-family residential units in the 2,400 to 3,500 square foot size range that are designed to appeal to the move-up buyer segment of the market. 62 File 3533 Lauver & Associates Assessment District 03-1 LAND SALE NO. 2 Pronertv Identification Record ID Property Type Property Name Address Location Tax ID Sale Data Grantor Grantee Sale Date Recorded Plat Property Rights Financing Verification Sale Price Land Data Zoning Topography Utilities Dimensions Shape Landscaping Parking Land Size Information Gross Land Size Planned Units Front Footage Indicators Sale PriceJGross Acre Sale PricelGross SF Sale PricelUnit 179 Residential, Residential Acreage Residential Land Olive Drive & Old Fann Road, Bakersfield, Kern County, California 93312 2401 A-4 462-020-34 & 37 Daves/Hashnn Trusts Probuilt Homes Inc March 30, 2001 462-*020-34 & 37 Fee Simple Cash to Selter Russ Johnson -Probuilt; $1,802,000 Confinued by Michael Launer, MAI SRA R-l, Residential Level Electricity, Water, Gas, Sewer hregulaz -See Plat Rectangular None N(A 67.430 Acres or 2,959,031 SF 251 1380 fr Olive Drive $26,527 $0.61 $7,179 Remarks This sale involved a flag shaped pazcel (around a future school site) that adjoins Centex Homes Tract 5829 immediately its easterly boundary. It has frontage on the north line of Olive Drive and along the east line of Old Farm Road in Northwest Bakersfield. At the time of sale it was unimproved agricultural land. It is being subdivided into a total of 73 lots in two phases, known as Tract 5968. Probuilt Homes intends to improve khe lots and construct entry level to move-up single-family housing. The purchasers also negotiated an option on the 40-acre parcel (39.1-ac) 462-020-37, on the south line of Olive Drive with these sellers. The option agreement stipulates $26,500 per acre. The option will likely be exercised in early 2003. Overall, this sale represents a total of 67.93-acres and a combined selling price of $1,802,000. 63 Lanner & Associates Assessment District 03-1 LAND SALE NO. 3 Proaerri Identification Record ID Property Type Property Name Address Location Tax ID User 1 Sale Data Grantor Grantee Sale Date Property Rights Financing Verification Sale Price Upward Adjustment Adjusted Price Land Data Zoning Topography Uiifities Dimensions Shape Landscaping Land Size Information Gross Land Size Useable Land Size Planned Units Front Footage Indicators Sale Price/Gross Acre Sale Price/Gross SF Sale Price/Useable Acre Sale Price/Useable SF Sale Price/Unit 100 Residential Vacant Residential Land Norris & Coffee Roads, Bakersfield, Kern County 2401 F-5 Remainder Parcel 1, Parcel Map 10557 Parcel Map Book 50, Page 48 Riverlakes Ranch Land Development LLC Don 7udkins, dba Hampton Place, LLC June 10, 2001 Fee Simple Cash to Soller Don Judkins, 661-396-8800, May 7, 2001; Lanner, MAI SRA $1,350,000 $790,000 $2,140,000 R-1, Residential Level Water, Electricity, Gas 815 x 3,690' +/- hregulaz None 75.610 Acres or 3,293,572 SF 69.000 Acres or 3,005,640 SF 91.26% 185 3690 ft Norris Road $17,855 Actual or $28,303 Adjusted $0.41 Actual ox $0.65 Adjusted $19,565 Actual or $31,014 Adjusted $0.45 Actual or $0.71 Adjusted $7,297 Actual or $11,568 Adjusted Confrmed by Michael Remarks This is a parcel of undeveloped agricultural land with residential entitlements. A portion has frontage on the Riverlakes Golf Course. The purchaser intends to construct approximately 185 large, single-family lots. These will ultimately be improved with upscale custom-built homes. The purchaser stated that be is responsible to improve the pazcel frontage along Norris and Coffee Roads to 1/2 width including C&G, sidewallc, and streetlights. Costs for these improvements were estimated at $790,000. 64 File 3533 Lauver & Associates Assessment -istrict D3-I LAND SALE NO. 4 Property Identification Record ID 181 Property Type Residential Subdivision Land Property Name Residential Land Address NWC Noriega and Jewetta, Bakersfield, California 93312 Location 2441 B-1 Tax ID 462-032-56,57 Sale Data Grantor Obland Investment/I{astner Family Trust Grantee McMillan Homes Sale Date October 30, 2002 Deed Book/Page 184994 Property Rights Fee Simple Conditions of Sale Buyer must remove orchard Financing See Comments; Cash Equivalent VeriScation McMillan (developer) Don Renfro, b19-336-3121, October 31, 2002; Sale Price $1,920,803 Upward Adjustment $56,000 Adjusted Price $1,476,803 Land Data Zoning R-i, Residential Topography Level Utilities Electricity, Water, Gas Dimensions Irregular -See Plat Shape Irregular rectangle Landscaping None Land Size Information Gross Land Size 56.760 Acres or 2,472,466 SF Useable Land Size 56.730 Acres or 2,471,159 SF 99.95% Planned Units 209 Indicators Sale PricelGross Acre $33,841 Actual or $34,827 Adjusted Sale PricelGross SF $0.78 Actual ar $0.80 Adjusted Sale Priee/Useable Acre $33,859 Actual or $34,846 Adjusted Sale PricelUseable SF $0.78 Actual or $0.80 Adjusted Sale Price/Unit $9,190 Actual or $9,458 Adjusted Remarks This transaction involved a 56.73-acre pazcel in Northwest Bakersfield. At the time of sale it had vesting tentative tract map 6146 for 212 (209 buildable) lots. Subject was purchased while planted to Pistachios. Estimated cost to remove trees and roots was $1,000 per acre. Parcel 14 15 16 Cash to sellers 255,170 310,830 275,040 2nds to sellers 414,830 280,830 275,040 Commisions/Options 63,394 23,666 22,033 Total Consideration 733,394 615,326 572,083 $1,920,803 65 Launer & Associates Assessment District 03-1 LAND SALE NO. 5 Property Identification Record ID 182 Property Type Residential Land, Residential Acreage Property Name Norris Residential Address Norris Road, Bakersfield, Kern County, California 93308 Location 2401 F-5 Tax ID 494-030-O1 Sale Data Grantor George M. Bradford Grantee Probuilt Homes Sale Date December 30, 2002 Property Rights Fee Simple Financing All Cash Verification Chris Hayden, 661-664-2760, February 3, 2003; Confinued by Michael Launer, MAI SRA Sale Price $1,160,000 Land Data Zoning R-1, Single Family Topography Level at Street grade Utilities Electricity, Gas Dimensions 799.61 x 1323.15 Shape Rectangular Landscaping None Parking N!A Land Size Information Gross Land Size 23.740 Acres or 1,034,1 l4 SF Useable Land Size 23.740 Acres or 1,034,114 SF 100.00°l0 Front Footage 800 fr Total Frontage: 800 ft Norris Road; 1325 ft Quaff Creek Road Indicators Sale PricetGross Acre $48,863 Sale PricelGross SF $1.12 Sale PricelUseable Acre $48,863 SalePricetUseableSF $L12 Sale PricelFront Foot $1,450 Remarks This sale involved a 24-acre pazcel on the north line of Norris Road at the northeast comer of Oak Creek in Northwest Bakersfield According to the buyer, several builders were interested in purchasing the land. His bid was dte highest and was accepted by the seller, all cash. Chris Hayden, president of Pro Built Homes, stated it is his intent to develop the land with large lots to be sold as finished lots to merchant builders targeting the up-scale housing mazket. At the time of sale the parcel had residential entitlements but no maps had been applied for. The frontages have no street improvements. 66 File 3533 Lauver & Associates Assessment District 43-1 C()MPARART,F. T.ANTI CAr.FC crlivrMeuv Location Sale Date Priee Size in Acres Price/ Acre 1. Brimhall Road, West of Jenkins Road 02!01 $530,000 20.00 $26,500 2. Olive Drive & Old Farm Road 03/01 $1,802,000 37.93 $26,527 3. Norris & Coffee Roads 06/01 $2,140,000 75.61 $28,303 4. NWC Narie a and Jenkins 10/02 $1,976,803 56.76 $34,827 5. Norris Road 12102 $1,160,000 24.?4 $48,863 The sales in the above summary were selected as most comparable to the subject owing to the surrounding area hprovements. The subject is in a neighborhood with a trend to up-scale development as are the sale data. The sale data cover a time range of slightly more than 2 years and are considered to be the most current available. The sales range in size from 20-acres to over 75-acres. This compares to the acreages in the various tracts of 41.32, 40.52 and 67.30-acres, respectively. Sale 1 describes a parcel of fallow agricultural land located directly south from Westdale Estates on the south line of Brimhal] Road, approximately 660 feet west of Jenkins Road, in West Bakersfield. The sale price included mineral rights and abandonment of a well site. Subsequent to the purchase a 40% interest was sold to Batey Trust for the sum of $274,800. Soper Homes, Inc., who intends to develop it with 44 residential lots averaging approximately 15,000 square feet, purchased the parcel as a site for a residential subdivision. The developer intends to finish the lots and improve them with single-family residential units in the 2,400 to 3,500 square foot size range that are designed to appeal to the move-up buyer segment of the market. The parcel had neither offsite improvements nor maps in place at the time of sale. Overall, this sale is considered inferior with respect to location and is smaller in size. It also requires an adjustment to account for the appreciation in the market. Sale 2 represents a March 2001 transaction involving a flag shaped parcel (around a future school site) that adjoins Centex Homes Tract 5829 immediately along its easterly boundary. It has frontage on the north line of Olive Drive and along the east line of Old Farm Road in Northwest Bakersfield. At the time of sale it was unimproved agricultural land. It is being subdivided into a total of 73 lots in two phases, known as Tract 5968. Probuilt Homes intends to 67 Lauver & Associates Assessment District 03-1 improve the lots and construct entry level to move-up single-family housing. The purchasers also negotiated an option on the 40-acre parcel (39.1-ac) 462-020-37, on the south line of Olive Drive with these sellers. The option agreement stipulates $26,500 per acre. Overall, this sale represents a total of 67.93-acres and a combined selling price of $1,802,000. This sale requires an upward adjustment for market conditions (time) and its inferior location. It is similar in size to the subject. Sale 3 is a parcel of undeveloped agricultural land with residential entitlements. A portion has frontage on the Riverlakes Golf Course. The purchaser intends to construct approximately 185 large, single-family lots. These will ultimately be improved with upscale custom-built homes. The purchaser stated that he is responsible to improve the parcel frontage along Norris and Coffee Roads to U2 width including C&G, sidewalk, and streetlights. Costs for these improvements were estimated at $790,000. This sale is larger than the subject and is superior with regard to location. Both conditions require an adjustment. A time adjustment is also indicated. Sale 4 refers to a transaction that involved a 56.73-acre parcel in Northwest Bakersfield. At the time of sale it had Vesting Tentative Tract Map 6146 for 212 (209 buildable) lots in progress. Subject was purchased while planted to Pistachios. Estimated cost to remove trees and roots was $1,000 per acre. The parcel will be improved with entry-level and move-up housing product. This sale is inferior in terms of location and is larger than the subject. These conditions require adjustments. It is representative of near current market conditions. Sale 5 is a December 2402 sale that involved a 24-acre parcel on the north line of Norris Road at the northeast corner of Oak Creek in Northwest Bakersfield. According to the buyer, several builders were interested in purchasing the land. His bid was the highest and was accepted by the seller, all cash. Chris Hayden, president of Pro Built Homes, stated it is his intent to develop the land with large lots to be sold as finished lots to merchant builders targeting the up-scale housing 68 File 3533 Lauver & Associates Assessment District D3-1 market. At the time of sale the parcel had residential entitlements but no maps had been applied for. The frontages have no street improvements. This sale is the most recent in the data set it is representative of the type of surrounding residential improvements that will influence the subject parcel. Although smaller, it is comparable to the subject in all other respects. As indicated previously, we perceive the market is showing appreciation over time. The market was flat for a period and has adjusted itself for the high demand for residential development land. Therefore it is appropriate that we adjust for appreciation to obtain a more accurate representation of current market conditions. As indicated elsewhere in the report, the Bakersfield residential re-sale market reflected an overall gain of 13.4% from 2001 to 2002. Early reports indicate this trend is continuing in 2004. The degree of appreciation City varied from one zip code area to another with the large, sustained increases observed in the Northwest and Southwest sectors at around 15°l0 (based on sales volume). An appreciation factor of 15% was selected to represent the subject quadrant of the city. A summary grid displaying the results of the adjustments discussed previously follows: Residential Land Sales Adjustment Grid Location Date Size $/Ac Time Locafion Size Adj Value Brimhall Wt0 Jenkins 02/01/03 20.00 $26,500 10,000 10000 -2400 44,500 Olive/Old Farm Road 03101/03 67.93 $26,527 10,000 &000 2000 46,527 Norris !Coffee 06!01/03 75.61 $28,303 8,000 5000 4000 45,303 NWC Noriega & Jewetta 10!02/03 56.76 $34,827 6,000 4000 2000 46,827 Norris Road 12102/03 23.74 $48,863 4,000 -3400 -4000 45,863 In reviewing the data from the data sheets and the adjustment grid, it can be seen that the adjusted values reflect market conditions that indicate a value for the subject property around $44,000 to $47,000 per acre. A value of $45,000 per acre, unimproved, is supportable in my opinion, owing to the current demand for well-located land in the City's growth path and the indicated product type that is to be constructed. 69 Lauver & Associates Assessment District 03-1 Therefore, as a result of my analysis, I have formed the opinion that the subject has a value of $45,000 per acre. Enhancements to Land The subject tracts are well located with reference to schools, shopping and on-going residential developments. The market data cited previously recognizes the steadily increasing residential land values over time. The supply-demand conditions, locational attributes and the upward progression of residential land values have led me to the conclusion of value for the acreage in the various tracts of $45,000 per acre, unimproved. The developer has enhanced the value of the subdivisions with the installation of on-site improvements such as land clearing and grading, street grading, installation of utilities in trenches, curb gutter and sidewalks. These on-site improvements add value to the land since, were the lots to sell at this point, a developerlpurchaser would recognize these as costs they would not have to incur in developing finished lots. Therefore, these enhancements to the land would be recaptured in the event of resale. It is my opinion these could be recaptured at a minimum of a dollar-for-dollar cost basis. As of the date of this report, the developer reports costs as follows: Tract Direct Cost Indirect Cost Total $(Lot Cambridge bl ll 1,051,524 332,060 1,383,584 15,204 Bedford 6127 814,237 257,128 1,071,365 17,006 Camden 6128 774,640 244,623 1,019,263 5,393 2,640,401 833,811 3,474,212 10,129 Adding these costs to the estimate of unimproved land value yields the subject's "As Is" value, but does not include any profit, supervision, overhead, contingencies nor does it recognize the value of the time necessary to bring the lots to their current state. Costs of supervision and 70 File 3533 Lauver & Associates Assessment District D3-1 overhead are typically in the 10°lo range based on cost estimates we have reviewed. In checking with other developers I learned that an entrepreneurial profit of 15%-20% is expected. Adjusting the actual costs on the land to reflect normal and typical costs of construction and owner incentive is more representative of the "As Is" value of the subject as it exists today. This was accomplished as follows: BRIGHTON PLACE AREA LAND AND IMPROVEMENTS Total Lots 1 Acreage 343 149.14 Per Acre Per Lot Land Value 6,711,300 45,000 19,566 Direct Costs 2,640,401 Indirect Cost 833,811 Subtotal 10,185,512 Supervision and 4lFI 10% 1,018,551 Subtotal 11,204,063 Entrepreneurial Profit 20% 2,240,813 I Indicated Value 13,444,876 90,149 39,198 The numbers in the above calculations were rounded to reflect $40,040 pcr lot, as is. Therefore, based on the Cost Approach, I have formed the opinion that on March 24, 2004; the three subdivisions in the Brighton Place Area have an estimated "As Is" value of: THIItTEEN MILLION FOUR IIiINDRED FIFTY THOUSAND DOLLARS $13,450,000 71 Lauver & AssacBates Assessment District 03-1 PROSPECTNE MARKET VALUE AT COMPLETION In this section we will present a forecast of the value of the subject at completion. This is the accepted procedure in the appraisal process when lots are in the process of being improved and have not achieved a full sell-out when the appraisal report is written. The process involves the application of the Cost and Sales Comparison approaches to value to reach a value for the typical interior lot. Irr addition, we are aware that developers are commanding a premium for large lots, corner lots and eul-de-sac lots. The value of the typical lot premium is added to the interior lot value to arrive at an aggregate value for the subdivision. The aggregate of these values reflects the total value of the entire subdivision at completion. Since it is not possible to complete the entire subdivision and sell all the homes on the day of completion, the discounted cash flow analysis is used as a tool to recognize asell-out of the lots over time. Cost Approach When complete, the Brighton Place Area will have 343 buildable residential lots in three distinct areas; Cambridge (91 lots), Bedford (63 lots) and Camden (189 lots). The Cost Approach involves calculation of the value added to the vacant land value that was estimated in the previous section and estimating the cost of developing the land from a raw land state to one of fmished lots available for improving with new housing units. Since the lots are in separate areas with various lot sizes, the development costs are expected to differ in the respective subdivisions. Moreover, each area is planned for different size/quality housing product and will be aimed to capture differing segments of the housing market. Income Approach The Discounted Cash Flow analysis is also used to estimate the value of the subject lots "As is". This DCF serves as a check on the "As Is" value presented previously based on the cost and sales comparison approaches. Both the "As Is" and Prospective Market Value DCF models in this 72 File 3533 Lauver & Associates Assessment District 03-1 section are calculated using the income and expense projections and assumptions described in the following paragraphs. Lot Production -Finishing Costs The first step in the Cost Approach is to estimate the costs involved in completing the tract to a fmished lot state. The costs to bring the tract from a paper lot stage to completed, ready-to-build lots include direct and indirect costs along with developers' overhead and profit. These costs are added to the raw land value estimated previously. The final total is the estimated value of the fmished lots by the cost approach. Several local independent civil engineers and land developers who have developed large subdivisions were interviewed to obtain their estimates of the costs to develop land to a fmished lot stage. One of these was Don Judkins, President and CEO of BHA Properties, Inc. His firm has recently acquired a 66+-acre parcel of entitled land near Allen Road. This land, known as Hampton Place, is now being developed with 154 lots averaging 13,775 square feet. His firm recently fmished build-out of the Fairway Oaks subdivision, a 241-lot residential development located on the west line of Galloway, south of Brimhall Road. In speaking with this developer I learned that development costs for the smaller lot subdivision (6,000 SF typical size) is generally in the $12,000 to $16,000 range, depending on the state of preparation, topography, soil conditions, distance to utilities, etc. A spokesman for Castle & Cooke Homes, indicated cost to finish larger lot subdivision to a stage ready for development is approximately $15,000 to 18,000 per lot for lots in the 8,000 to 10,000 square foot size range and from $19,000 to over $28,000 per lot for the lots in the 12,000 to 22,000 square foat range. Costs have increased somewhat over the levels seen in years past when market activity was less than now. 73 Lauuer & Associates Assessment District 03-1 These estimates compare well to subdivision costs incurred by Coleman Homes in development of lots in the Riverlakes Ranch area of Northwest Bakersfield. This firm reports costs to develop 8,000 square foot lots in Tract 5658 was $15,803, not including overhead and profit. In another land development project, Tract 5920 in the Riverlakes Ranch, Coleman is reporting development costs of $16,249 per lot prior to overhead and entrepreneurial profit. In a recent conversation with Ronald Ray, president of Coleman Homes, I learned that the overhead and profit for this type subdivision is typically in the 9-12% range. Based on the information obtained as a result of these interviews, I have concluded a typical cost to bring a subdivision with the lot sizes similar to those of the subject to a finished lot state ranges from $15,000 to $28,000 per lot depending on topography and lot size. As indicated previously, the lots in the subject tracts are generally rectangular in shape with typical street frontage. The smaller lots have lower development costs than do the larger ones based on our studies as cited previously. In this instance, the development costs in the Brighton Place Area differ based on the typical interior lot size in each development. For example, the Cambridge tract has lots averaging 16,000 square feet each. The cost to complete is likely to be at the mid-point of the cost range cited, around $18,000 per lot. The larger lots in the Bedford subdivision are the largest lots, averaging around 22,500 square feet. These will have the highest construction costs; we are projecting costs of $28,000 per lot. Camden, Tract b128, has 189 lots averaging 12,000 square feet. This is considered a large lot but is the smallest in the Brighton Place area. Cost to complete these lots is estimated at $16,000 each. It has been my experience that developers of the larger lot subdivisions anticipate higher profit margins on the large lot developments owing to risk factors. Following is the appraiser's summary cost approach for the subdivisions and thus the indicated fmished lot values by the cost approach: 74 File 3533 Lanner & Associates Assessment District 03-I Lot Value via Cost Approach -Cambridge Tract 6111 Units 1-3 Land Value 41.32 Acres @ 45,004 (Acre 1,859,400 Lot construction costs 91 Lots @ 22,000 /Lot 2,002,000 Subtotal 3,861,400 Overhead and Contingencies 15% 579,210 Total Subdivision Cost 4,440,610 Cost per Lot 48 798 Entrepreneurial lDeveloper Profit 20% 9,760 Indicated Finished Lot values via Cost 58,557 Holding Costs 24 Months 24% 14,054 Indicated Finished Lot values via Cost 72,611 Lot Value via Cost Approach -Bedford Tract 6127 Units 1 & 2 Land Value 40.52 Acres @ 45,000 /Acre 1,823,400 Lot construction costs 63 Lots @ 28,000 tLot 1,764,000 Subtotal 3,587,400 Overhead and Contingencies IS% 538,110 Total Subdivision Gost 4,125,510 Cost per Lot 65,484 Entrepreneurial lDeveloper Profit 20% 13,097 Indicated Finished Lot values via Cost 78,581 Holding Costs 24 Months 24% 18,859 Indicated Finished Lot values via Cast 97,441 Lot Value via Cost Approach -Camden Tract b128 Units i-6 Land Value 67.3 Acres @ 45,000 !Acre 3,028,500 Lot construction costs 189 Lots @ 22,000 ILot 4,158,000 Subtotal 7,186,500 Overhead and Contingencies 15% 1,077,475 Total Subdivision Cost 8,264,475 Cost per Lot 43 727 Entrepreneurial 1 Developer Profit 20% 8,745 Indicated Finished Lat values via Cost 52,473 Holding Costs 24 Months 24% 12,593 Indicated Finished Lot values via Cost 65,066 Using the cost approach to value, the appraiser has concluded a value for the lots in the Brighton Place Area as follows: 75 Lauver & Associates Assessment District 03-1 Value Conclusions from the Cost Approach Cambridge Tract 6111 $73,000 Bedford Tract 6127 $97,000 Camden Tract 6128 $65,000 SALES COMPARISON APPROACH In order to estimate the Prospective Market Value of the improved lots in the Brighton Place Area at completion, we researched the market to obtain sales information about similar size lots that were or are about to be improved with housing units that will appeal to a similar market segment. This technique is known as the Sales Comparison Approach. The value indicators resulting from these approaches are reconciled to a final value indicator for the subject "As Complete". In Northwest Bakersfield we investigated the sale of 105 lots in Tract 5658 located in the Riverlakes Ranch area. These lots were constructed by Coleman Homes and sold to various merchant builders who subsequently developed them with semi-custom built single-family dwelling units. These lots ranged in size from 7,400 to over 18,000 square feet in size; with an average lot size of approximately 11,000 square feet. Sale prices ranged from $30,950 for the smaller lots, to nearly $55,000 for the largest lot in the subdivision, with an overall average selling price of approximately $41,000, or $3.78 per square foot. The lots sold over atwo-year time frame, indicating an average absorption rate of 4.421ots per month. We obtained information on the sale of fully developed residential lots in Tract 6058, known as Centennial Cove, located in the Riverlakes Ranch area of Northwest Bakersfield. This 14.68-acre site was developed into a 37-lot subdivision. The lots in Centennial Cove ranged in size from 9,111 to 19,087 square feet in size, with an average size of 11,720 square feet. According to the developer, Curt Carter, Sr., he purchased the land in March of 2001 and began land development and lot construction in May 2001. Sales began in September 2001 and 29 of the lots were sold in 9 weeks. Carter held the remaining lots for development and reports he has construction contracts on these. This data represents a sales rate of approximately 14 lots per month. The lot 76 File 3533 Lauver & Associates Assessment District 03-I prices ranged from $45,000 to $67,000 for an average selling price of $51,446, or $4.48 per square foot overall. The selling prices per square foot ranged from $3.09 for the largest lots to $5.12 per square foot for the typical smaller interior lots. One of the more recent bulk lot sales we investigated was in a portion of Tract 5882, located in Southwest Bakersfield. This is a large lot subdivision with lots ranging in size from 17,487 to 36,684 square feet with an average lot size of 20,080 square feet. The first lot sales closed in October 2001 and there have been a total of 65 closings through March 2003. This indicates a sales rate of 4 lots per month. The selling prices ranged from about $74,000 to over $105,000, with a mean sale price of $86,066 and a median selling price of $88,275 per lot. This represents selling prices per square foot that average $4.47. Another Southwest Bakersfield lot sale program was researched that yielded data helpful in making a value estimate for the subject lots. This sale program involved a total of 48 fmished lot sales during the period of September 2001 through March 2003, a rate of about 3 sales per month. The selling prices ranged from $53,000 to over $85,000 per lot, with an average selling price of $63,833 per lot. The lots were sold to various merchant builders who improved the lots with custom-built residences. The lots range in size from 13,849 to 22,255 square feet and reflect a selling price per square foot of $3.04 to $4.93 per square foot. In the subdivision known as Ambrose, located in Southwest Bakersfield, we investigated a lot sales program to merchant builders that has been on-going since February 2002. In this tract, a total of 91 finished lots have been sold through April 2003. The sales activity represents a sales rate of 61ots per month. The pricing for these lots ranged from $48,350 to $70,350 depending on size, location and orientation within the subdivision. The mean and median selling prices were $57,575 and $56,350, respectively. The lots range size from 10,000 to 14,549 square feet with an average lot size of 12,000 square feet and an average selling price per square foot centering around $6.00. 77 Lauver & Ass©ciates Assessment District 03-1 Lot sales activity cited above represents a total of 346 finished residential lots that have sold during the past two years. Analysis of the sales indicates an average lot sales rate of 5.3 sales per month aver the time frame studied. In studying the characteristics of the market, it was noted the larger lots are selling for less per square foot than the smaller ones. This conforms to the inverse relationship of selling price per unit and size, typical of all property types. It was also apparent that the more recent lot sales are commanding higher prices than those at the beginning of the study period. The market study conducted led to the following value conclusions: Tract 6111 Cambridge Total Lots Average Lot Size Value $ISF 41 16,000 $4.70 Tract 6127 Bedford 63 22,400 $4.25 Tract 6128 Camden 189 12,000 $5.00 Conclusion of Lot Values `When Complete' Iudieated Lot Value $75,000 $95,000 $60,000 The various approaches to value were pursued in detail in the previous sections of this report. The detailed analysis of all the pertinent facts and data that were considered to influence the value of the subject property have led to the following value estimates: Summary of Valuation Estimates Valuation Premise Cambridge Bedford Camden Lot ValuelCost Approach $73,000 $97,000 $65,000 Lot ValueJSales Comparison Approach $75,000 $95,000 $60,000 The first step in estimating the value using the Cost Approach was to estimate the underlying land value using the Direct Sales Comparison Approach. The value from this approach was considered supportable and based on a sufficient number of reliable data. The direct and indirect 78 File 3533 Launer & Associates - _ Assessment District D3-1 costs were based on reliable costing sources supplemented by engineer's cost estimates from similar tracts. The Cost Approach indicated that it requires from about $14,000 to $26,000 including direct costs, indirect costs plus entrepreneurial profit, to develop the typical interior lot in these tracts. The lot construction costs were added to the land value to obtain an indication of the lot value "When Complete" under this premise. However, because of the difficulty in ascertaining investor motivations, the profit margin we selected may not be representative of market conditions for this development and the cost approach may oat be as reliable as the Sales Comparison approach. The Sales Comparison approach was based on direct comparison with sales of lots sold to merchant builders. The data from this approach was gathered from tracts that offered lots that are considered similar to the subject and reflected the thinking of the typical local market participants. Therefore, as a result of our analysis of costs and market conditions, we have concluded the values shown in the Sales Comparison analysis are the more reliable value estimates. The Prospective Market Value of the 343 lots in Brighton Place `When Complete', are shown in the following chart. This should be understood to be an aggregate value representing the surn of the individual lot values. It is not likely this value could be realized in a sale to a single buyer. The discounted cash flow analysis in the following section will mare accurately represent the respective tract values with a typical sales program. Brighton Place Area -Prospective Value of Subdivisions When Complete Tract Name Lots Finished Lot Value Aggregate Value Cambridge 91 $75,000 $6,825,000 Bedford 63 $95,000 $5,485,000 Camden 189 $60,000 $11,340,000 79 Lauver & Assoedates Assessment District 03-I MARKET VALUE AT COMPLETION In the previous section of this report, the appraiser estimated the value of the typical lot at completion, ready for construction of a housing unit. The aggregate of these values reflects the total value of the entire subdivision at completion. Since it is not possible to complete the entire subdivision and sell all the homes on the day of completion, the discounted cash flow analysis is used as a tool to recognize asell-out of the lots over time. The discounted cash flow analysis is used in the Income Approach as explained in the following section. INCOME APPROACH The value of the subject lots "As Is" is presented using the Discounted Cash Flow analysis. This DCF serves as a check on the "As Is" value presented previously, which was based on the cost and sales comparison approaches. The Prospective Mazket Value DCF model that follows is calculated using the income and expense projections and assumptions described in the following paragraphs. The Market Value represents the subject tract "As Is". This value considers the fact that all development costs have not yet been expended and the costs to complete are factored into the analysis. The process of providing a discounted cash flow analysis requires the following steps: 1. Estimation of the retail value of the individual fmished lots and the aggregate retail value of lots including lot premiums; 2. Estimation of the appropriate absorption or sell-out period required to market the fmished lots; 3. Deternunation of the approximate sellinglholding expenses incurred during the marketing of the lots; 4. Calculation of the indicated periodic cash flow from the projected sales; 5. Subtracting the direct costs, indirect costs (including selling expenses) and profit from the periodic cash flows, and 80 File 3533 Lauuer & Ass©ciates Assessment District 03 1 6. Determination of the present worth of the net cash flows generated during the absorption period. Absorption Analvsis The values of the typical lot and lot premiums were estimated in the previous section of this report. The next step is to estimate the time necessary to achieve a full sell-out of the lots in the various subdivisions. To do this we examined the historical absorption of similar size lots and we examined demand conditions for the subject's ultimate housing product. It was our fording that there is a direct relationship between lot values and absorption time frames. The more expensive and the larger lots and homes at times may require extended marketing periods. The lot sales analyzed and reported previously reflected a sales rate of slightly more than 5 sales per month over the past two years, depending on price range and location. We also analyzed sales of housellot combinations in tracts developed by the two largest home producers, Coleman Homes and Kyle Carter Homes. In the period from January to December 2001, Kyle Carter Homes sold a total of 370 homes in 4 tracts located in Northwest and Southwest Bakersfield. The sales rates ranged from 5.33 per month to 11.36 per month, depending on the tract. The most recent and active subdivisions were the San Lauren and Madison Grove tracts where a total of 237 sales were consummated during the 2001 calendar year. This represents an absorption rate of 17.33 units per month or 11.36 and 8.31 sales per month in the respective tracts. During 2003 the Northwest and Southwest Bakersfield areas were again the most active market areas in the Bakersfield Metropolitan Area. Sales rates ranged from 5 to 12 sales per month depending on the tract location and product type. Coleman and Kyle Carter Homes sold a total of 978 house/lot combinations in ten subdivisions. This is an average monthly sales rate of 8.15 units per month. In six Coleman Homes developments located in the Northwest and Southwest Bakersfield areas we found sales rates from 4 to 11 sales per month depending an the tract location and product 81 Launer & Associates Assessment District 03-1 type. Zfloreover, in discussions with tract sales personnel in the tract offices we Teamed that they maintain lists of 10 to 15 potential purchasers waiting for lots to be released for sale Based on my analysis of the sales activity in competing tracts as shown previously supported from the supplyldemand conditions cited previously, I formed the conclusion that the subject tracts are capable of achieving a sales rate of 5 lots per month for the larger lots and 8 lots per month for the smaller lots. This estimate is well supported by the tract locations and the reputation of the developer in this community. Income Because it is impossible to predict when each finished lot will sell and because of the varying circumstances that could be encountered, the total retail value for the various tracts including profit was used to calculate the expected gross income proceeds from sales. The total aggregate value for the various tracts was calculated by multiplying the individual finished lot value by the number of lots in the tract. The cash flows from sales are shown on a monthly basis. Marketing Income per Tract No. Lots Lot Value Aggregate Value SaleslMo. Period (months) Month Cambridge 91 $75,000 $6,825,000 5 18 375,000 Bedford 63 $95,000 $5,985,000 5 12 475,000 Camden 189 $60,000 $11,340,000 8 25 480,000 Exaenses In our estimate of lot construction expenses, we referenced the cost data from previous subdivisions built by this developer with similar lot sizes and product type. We compared the costs from the previous developments with the projected costs for the subject tracts. We found that the developer's costs projections of direct and indirect costs were consistent with costs for similar subdivisions. We concluded the cost to develop the lots in Cambridge, Bedford and Camden to be $22,000, $28,000 and $22,000 per lot, respectively. Since lot construction has 82 File 3533 Lauver & Associates Assessment District 03-1 commenced, we have subtracted the costs that have been incurred to date from our cost estimates in the various tracts. The subject is subject to Assessment District 03-1 (AD 03-1) bond obligations. The payments are submitted on the tax bill to the current landowner and amount to approximately 10% of the tax lien on each lot, payable semi-annually. With varying sell-out periods for the three subdivisions, we determined the developer is responsible for two or more AD payments during the sellout period. In order to reflect the Assessment District payments in the analysis, we have estimated an appropriate set aside for each lot in the respective subdivisions to account for this expense. In our projection, taxes were calculated based on gross sales per month at a 1.25% annual tax rate paid quarterly. We estimate entrepreneurial profit of 10% of gross proceeds based on our interviews with the major local lot producers. We estimate a total of 8°lo as a reasonable projection for variable indirect expenses. This is segregated into 3% sales costs, 2°lo for general and administrative {including taxes and interest) expenses and 3% miscellaneous expenses. Discount Rate A discount rate of 10% is selected as appropriate. This is based on the current prime or reference rate of 6.0% plus 4% investor's margin to reflect risk and holding factors. It is my opinion that the size and scope of this project does not require an extended marketing period although the proposed housing units are aimed at the move-up buyer and luxury home segment of the market. This market segment typically has a rather low element of risk in the current market. The discount rate is further supported from surveys published by CB Richard Ellis and other sources quoting required IRR's of 25-30% including profit. Since developers in this area are reportedly achieving profit margins in the 12-18% range, a discount rate of 12% is considered reasonable. Because the absorption estimate results in a fractional amount, our estimate of cash flows was revised to reflect a lower sales rate in the last marketing period. 83 Lauver & Associates Assessment Distriet 03-1 A spreadsheet summary of the present value of the series of periodic income flows for the respective tracts is presented at the end of this section. This sum of the discounted lot values represents the "As Is" value of the subject on March 24, 2004. This sum of the discounted lot values is the amount a bulk purchaser would likely be willing to pay assuming the finished lot subdivisions were purchased in its entirety. As a result of my analysis, I have estimated the Market Value of 343 final mapped lots in the Brighton Place area are as shown in the following chart. The discounted cash flow analyses for the respective tracts are presented at the end of this section. Tract No. Lots Lot Value Aggregate Value As Is Value Cambridge 91 $75,000 $6,825,000 $6,586,000 Bedford 63 $95,000 $5,985,000 $5,'798,000 Camden 189 $60,000 $11,340,000 $8,034,864 Total As Is Value for Brighton Place Area $20,418,Sb4 BULK VALUE The bulk values in this instance are identical to the "As Is" values cited previously. RECONCILIATION OF VALUES In the previous sections of this report we examined the characteristics of the subject and analyzed them in terms of the market with regard to desire, demand and competitiveness. The subject lots rate well in all areas of comparability. We developed value estimates for the subject using the Cost Approach, Sales Comparison Approach and an Income Approach using the Discounted Cash Flow analysis technique. In developing the "As Is" value using the Cost Approach, we gathered the most recent unimproved land sales and by using the sales comparison approach, it was possible to arrive at a 84 File 3533 Lauver & Associates Assessment District 03-1 reliable estimate of the subject's raw land value, which was estimated at $45,000 per acre, or $5,809,954. The costs to improve the subdivision to its present state were obtained from the developer. The costs of the improvements installed in Brighton Area totaled $3,474,212. Adding the actual costs that are in place to the underlying land value and the value added by the off site infrastructure provided by the Assessment District 03-1 improvements yielded an indication of the subject's "As Is' value of $12,612,014. The "As Is" value using the Cost Approach represents the value of the parcel, as it existed on the date of value. It does not include selling or holding costs nor does it recognize the entrepreneurial enterprise and coordination required to bring the land to its present state. In developing the "As Is" value using the Income Approach, we used both the cost approach and the sales comparison approach to estimate the value of the individual lots in the respective subdivisions as complete. The sales comparison approach involved investigating recent sales of lots to merchant builders and others enabling us to an•ive at an estimated value per lot when complete. The same data enabled us to estimate the typical lot premium over the entire tract, yielding an estimate of the typical finished lot value in the subdivision. Since the entire tract will not sell in its entirety on the same day, we used the Discounted Cash Flow analysis (DCF) technique to recognize the time value of money during the tract's sell-out period. In the DCF we subtracted the costs to complete the lots and credited the costs already incurred by the developer. The DCF also accounted for the selling costs, incidental posts and developer profit. The net income resulting from sales was discounted over the marketing period. In selecting the more reliable indicator of the "As Is" value, greater weight is placed on the Income Approach because it is more reflective of the market conditions over time based on the net cash flows, whereas the Cost Approach is a static analysis. The Discounted Cash Flow worksheets are presented on the following pages. 85 Lauver & Associates Assessment Distract 43-1 - °~~ m$°- - ~ ~~a4 ~Po - - : _ - ~$vo ~%oQ~m ~ ~.m o .=- - -' ry ~ ' °~ m - e~ w rv~ e4 R .. ~ -_ _ ~ w s ns .. a~oo - - ry_ - ~ rhr'a ~"-~gm S $~ o te r. ° r `4d „ °=N.~ „rgR'e ~ $o ~~ @` ~5?a l VV r ~ v ~..'2 ~ " 0 ~ o ~w~~ m '-~ ° 2 z~~w~~s; , ; a a~_vae r~ ~ 5 o ~ e n y~ C d~ aY _ .y ~; ~ °F R S SM M ~ ~ In e ~ A. `2a x rv rc _ n _,1 4 `~ v ~' ~meorv :n g $~ _ ^' ~ n ~ 0o c $ 'CgC g °o ~i N e rv .. ^ ^$ ~& rvN4e r . 4 E y RF e3_ .R wa K .] yp K: ~ Li Z ~ ~ .,. a ~e Q -2a b d. ~' ~ ~~~ E a e 0 5 m x ~ ~¢ ` S 3 rc > } ~~~ ~ .~ ~ ~~. b €~`o 3§~u ae }~ ~.®~ r 6°be s ~ a o v oo wwg~ ~ ~~~ Mks ~g , p ~ ~.~ ~e ~ Pa 5 ~ ~~ ~~'" 5~a a ~m~R9~ ~ > e ~ ~~e$ "~'~s~~~ ~ ~ ~ . . s . S2 C Q,FZ66 CC14106'S W"G. ai. o K" Z' JW6 Q p fY~~.l Vi (~~. ~F ~4 y y 46~ 86 File 3533 L8 oar ~~~~ ~aorN v c a° °J o Z A ~ ~ U $ V V .I c v w V G ~u.~b o `v'.a U vt~6 VQ b a ry F~ G J 6 n ~ J -' v a `J ° n`^ ~ 'ate a~. ¢ o 0 w _ N ~ P P y ~ ~ O h r N 0 a m 0 M e N mMn~°s€ m Mho ho4 =~° °of `~ ~~8 r ~S n NSgf r < m ~ ~ d o t „: m ,`: v ° a~mm~~ 'v „' pmo: n m a O W h N e O w=°_ E E ~~a ao a~n° ~ ma 61 r w < 'F.' ~ p a v m~ e ~° ~ [ -mawa'a? reW o os ~ti ~°~~° maa~ >~o__ ^a$8 Pob4~8o .. ro N a i=$a°-' a a°°~ a a h ~ ~ Az .~ ~ ~ ~ $ - w ~ ~ w a d ~~= c~~ 6 `~~~oa W€m~'E"d ~ca~ zV~ ~ co aaHz a'¢aowga x°5Sw4~ a non °w $ c mmc Po~~°N°v m< m$o~ h ^a o $ ° Y O ~ N ww°S~ ac m a y.M P ~ 8 C] t .m. T q m~.r~oo a=S'a._r ~o`^g8° OON ~ m rn 6 S ~ n c 5 E _o ti~V ~ ay W ¢ = ~ V b r a ffi c c 6 F h a 8 gyp. 4 O ~ ~.~ eri r 6 a$rn E ry '° >_ ~~5 u E1 w ~a~ j-fp ~ar.gsrQTUaurssass~ saJnr~ossd ~ .xaurrv7 Lauuer & Associates Assessment District 03-1 a°~~ a _ p r ~ y F h - S _ a ,y e g ~gg ~~ - F G o`4 w~~~ BnW= n~SR 6~~= ~~~g ~~~a s.~~~ ~M~°_ A 9 A f X a `l ~~n ~~~ ~o~ a ~ ~g ~ ~ qg a§p`@ $ 9 E 9 F '~ 2 %~ 3 88 File 3533 Launer & Associates Assessment District 03-1 NEIGHBORHOOD ANALYSIS -SILVER CREEK II AREA Neighborhood Boundaries The subject neighborhood is located in the southwest section of the City of Bakersfield, within the City Limits. The neighborhood covers roughly a two square mile area, bounded by the major streets as follows: Location Border Street Description North Side Boundary South Side Boundary East Side Boundary West Side Boundary Ming Avenue Panama Lane Freeway 99 Stine Rd. Major East-West Arterial Major East-West Arterial Interstate Freeway Major North-South Arterial The physical boundaries of the neighborhood were selected because of the predominantly agricultural and residential land use patterns in the area. The general neighborhood boundaries are shown on the map below. MAP t~ s= ~~ ~ z ,~ ~~~• m~~ ~ 7 ~ ' ~ l- }b( ~ ~ ul y e 4. ~ FF ;+ - I }rw.- ~ s V r ` ~. k. r'` ~ ~-~ ~=i ,N ~ s E -:. ~ ~ ~-~ , ~ i V f.' ~~tfi Z E~` r k S si ' --' 3 , Fawuw. 9 ~ - ~ ~ ~ f ~ ~~ 89 Lauver & Associates Assessment District D3-1 General Neighborhood Description The neighborhood is located in the southwest quadrant Bakersfield, approximately 11 miles south of the downtown civic center area. Large portions of the area are cultivated, irrigated field and row cropland along with large parcels of unimproved underdeveloped land with natural vegetation cover. The overall character of the neighborhood is transitional, from agricultural to urban uses. Since much of the vacant land in the planned areas of the city to the north of this neighborhood is approaching full build out, it is anticipated that urban development will continue to spread into this area. This would follow the City's historical growth pattern that has steadily shifted to the south and west over the past twenty-five years The most recent improvements in the vicinity of the subject were the expansion of previous phases of the Campus Park planned development. The Campus Park azea consists of homogeneous single-family dwellings ranging in size from about 1,100 to 1,600 square feet. These are on smaller city lots of 4,500 to 6,000 square feet, in various tracts. The housing in the area ranges from new, in Tract 5848, to about 12 years of age in Tracts 4619, 4620 and 4601. In these areas, the dwelling units are of medium quality, consisting of Ranch, Spanish, Mediterranean and Contemporary styling in one and two-story design. Our studies indicate that sales activity in these neazby developments has been good, with absorption rates from 3 to 10 units per month, depending on the builder, housing product and the time frame analyzed. Irr general, pricing has been attractive to the. first time homebuyer. Access The neighborhood has good access to all parts of the city via Panama Lane and White Lane, both with Freeway 99 on-off ramps two miles east of Ashe Road. Ashe, Gosford and Buena Vista Roads are major arterials providing access in the north and south directions to Stockdale Highway, White Lane and Panarna Lane. 90 File 3533 Lauuer & Associates Assessment District 03-1 White Lane from Freeway 99 to Ashe Road is a divided four-lane arterial. Panama Lane is a divided four-lane arterial providing access to the west from Freeway 99. Panama Lane narrows to two-lanes at Gosford Road. Buena Vista Road is a divided four-lane, north-south arterial north of Pacheco Road; south of Pacheco it is a two lane secondary street. Demographics According to the United States Census, and the update conducted in 2001, the described neighborhood has a population of 48,287 persons. This is projected to grow to 54,274 by 2006. From 1990 to the 2000 Census the population in this neighborhood area grew at a 70.49% rate. Currently, there is a total of 16,088 households in this area and by 2006 this area is projected to grow to 17,988 households. The 2000 average household size is 3.2 persons. According to our demographics provider, MapInfo Demographics 2001, the neighborhood had a median household income level of $63,719 and an average household income of $71,795. Approximately 58°l0 of the households had an income in the $35,000 to $100,000 range. Gf those in this bracket, '/a of the households had incomes in the $50,000 to $75,000 range. The overall neighborhood income characteristics are well above those of the City of Bakersfield, which shows a median household income of $43,107. Community Services The Bakersfield Police and Fire Departments serve the neighborhood. A fire department substation serving the subject neighborhood is on Stockdale Highway between Ashe and Gosford Roads. Golden Empire Transportation Inc. provides public transportation, with numerous stops throughout the neighborhood. Convenience stores are located at the intersections of the major commercial arterials throughout the neighborhood. 91 Laaner & Associates Assessment District 03-1 A new community center, at White Lane and Coffee Road, is anchored by an Albertson's store. Other notable retail uses in the center include Auto Zone, Jack-in the Box, Roadhouse Grill and a Del Taco fast food restaurant. There are several other retail outlets in a satellite retail strip in the center. City, County and Administrative services are in the downtown central business district, approximately 11 miles northeast of the general neighborhood. Conclusion The neighborhood is considered to have a good location in the Southwest sector of the Greater Bakersfield Metropolitan area. It is well served by conveniently located schools, shopping, services and conveniences. The overall character of the neighborhood is in a state of transition, from agricultural land, older residential, and outmoded commercial uses, to a very modern residential urban environment; including two rapidly developing master planned communities with desirable, attractive amenity features. The locational characteristics have generated strong market interest in housing in this area, resulting in strong sales activity. Although the local resident market demand has stabilized, there remains considerable demand for residential housing from out of the area buyers who are relocating to Bakersfield for affordable housing and the quality lifestyle available here. Barring any unforeseen negative economicfsocial occurrence, all of the discussed fmdmgs should assist in maintaining values in the area in general and for the subject in particular. 92 File 3533 Lauver & Associates Assessment District 03 I SITE DESCRIPTIONS Location and Access The subject parcel is accessed along its westerly boundary from Ashe Road and approximately 7$5 feet along its southerly boundary from Panama Lane. Size - Shaae - Topo~rauhv According to the Kem County Assessor's office, the subject is described with Assessor's Parcel Number 498-Old-65. This pazcel map shows a net acreage of 23.70-acres. The Tentative Tract Map 6166 prepared by Dewalt Corporation and the Engineer's report prepared far this portion of the Assessment District indicates a land area of 24.63-gross acres. It is rectangular in shape, with approximately 885 feet frontage along the north line of Panama Lane running westerly from the Corner of Ashe Road. It also has frontage on the west line of Ashe Road. The reader may wish to refer to the reductions of the tract maps shown in this report for a graphic representation of the subject's shape characteristics. It appears to be generally level with a slight natural gradient sloping downward from northeast to southwest. The soils are classed as average far agricultural cultivation, with generally sandy and sandy loam soil. 93 Launer & Associates Assessment District 03-1 i EXHIRTT A- ~ -~:E,OCATION ? dAP UN' PROPOSED -6 OUADAHSF.5 Ot Cl'27 OF BAKL'.:KSGiELD A5SESS,tiLGNT- DISTRICT NO L+3 1 ~ l:W iA ~'G ~~ ~ ~ 4 3 /E'~~ ~ .. 1 4f` S'E.s ENfi 8(STR1_T b ~ f ~~ ,~ ,~ j~ ~ ~_~k 0. ~C'~~` I ~. r J d~ /' v i ~. r ~ ~ ` aA/yc 1 ~ ~ ~ '/ E ~ ~ y.. ! a I n *~ ~c .. W 1 uve< m ~ ~ . ~ ~ rv xfo ~rwn ... ! \_iF ' .~I e. ' ~~ ~ 5 \ ~ ( ~~ ~ , v a ~ ~~ ,. ~~ _~, . r :8 ,~, ~ V 1 3 X @.VE'e K ~ OK ~ I o tv'.ni .tl0~ ~ I i ~ I ~ I 9LhTR .+ Il 1 NCW ~ . „ t ,,.5655tx.1r 9dttttcT w c:, I ,. a x ~ l i ~ , ~ .. ~ ~ ~ ~ •aso-. ...a i j l~ \ l ~. ~ LA... ..~ ~. B~.u'{IBIT :~. _ L~E9PSOF MAF 0€ '; uit nn g PROPOSED P~OLNDARSES GF assoc~zs ~ ~„ ~R> 'vt uxF Ef StIELp_ASSI' biFd] pSSfR14P NV L t. 1 ~, , ~ . ~n A ~ x A.c. 1 ^x. en rncsx,n _ ~~ ~P - L t i Hbxx SL tc ct Csl F rx f ~ ~~ XRLYf1"~dmu(f S£v.~ ..~ 94 File 3533 Lauver & Associates Assessment District 03-1 Street Improvements Ashe Road is apublic-maintained four lane north south arterial. Off--site improvements consist of full width paving along Ashe Road with curb and gutter in place. The interior streets are 30'-wide City dedicated and maintained residential streets. Phases 1 through 3 have been completed as of the date of this report. Zonine According to the Bakersfield Planning Department, the subject is currently zoned R-2. This zoning designation allows single-family residential land uses, with a minimum lot size of 2,500 square feet for each dwelling unit. Easements and Encroachments The appraiser was not provided with a title report for review. No adverse easements or encroachments were observed on the site or on the plat and it is assumed that none exist; however, the appraiser makes no warranty to that effect. Utilities Electricity, water, gas and sewer are located at the subject's frontage along both Panama Land and Ashe Road and are connected to the site. All utilities are in place underground in Phases 1-3 and utility trenching including storm sewers is underway in the rernaiuder of the tract. Environmental Characteristics The appraiser has no knowledge concerning the presence or absence of any hazardous materials or wastes within, or in proximity to the subject property. A physical inspection of the subject property revealed no atypical conditions that might contribute to a toxic hazard. It should be 95 Launer & Associates Assessment District 03-1 noted however, that this appraisal report was prepared strictly for the use of the client and does not constitute an expert environmental assessment of the subject property. The appraiser is not an expert in the field of hazardous materials, and this appraisal report should not be relied upon to determine whether environmental hazards exist on the property. The value presented in this report is predicated on the assumption that the site is free of any hazardous materials, existing or past soil contamination. If there is any question regarding the presence of any contaminants, the appraiser recommends that the client obtain an environmental assessment from a qualified environmental expert to determine the potential environmental risks associated with ownership of the subject property. If such toxic conditions do exist, the property value may be adversely affected. Flood and Earthquake Zones According to the Federal Emergency Management Agency Federal Insurance Administration panel 060075-1015 B, dated September 29, 1986, the subject property is located in a flood plain area Zone C. `This designation signifies areas of minimal flooding and no flood insurance in required. According to Special Publication 42 of the California Department of Conservation, Division of Mines and Geology, revised edition, 1990, entitled Fault-Rupture Hazard Zones in California, the subject property is not located within a Special Studies Zone, as defined in the Alquist-Priolo Special Studies Zones Act. Surrounding Area Improvements Immediately north of the subject's northerly property boundary are previous phases of Silver Creek residential developments. Land uses south of the subject to the east and west of Ashe Road consist of primarily field and row cropland with a few older farmhouses on 20-acre or larger parcels. East and West of the subject land uses are residential in nature, consisting of single-family tract housing. 96 File 3533 Lauver & Associates Assessment District 03-I Lot Sizes The 154 buildable lots in Tract 6166 are generally rectangular in shape with typical street frontage of 45 to 50 feet. Depths vary, but are generally a uniform depth of 95-feet. The lots range in size from 4,225 to 11,217 square feet, with a median lot size of 4,63b square feet and average lot size of 4959 square feet. This is further broken down by phase as shown in the following chart. A listing of the lot sizes is displayed in the addenda section of this report. Phase Unit 1 Unit 2 Unit 3 Unit 4 Unit 5 Unit 6 Smallest Lot 4,512 4,512 4,334 4,512 4,225 4,512 Largest Lot 5,712 11,217 4,664 5,784 10,679 6,699 Mean Lot Size 4,683 5,603 4,572 4,111 5,538 4,662 Median Lot Size 4,577 4,838 4,638 4,512 4,635 4,636 The lots are smaller than typical of most other parcels that are being developed with residential housing in the City. The tract is well located in an area of Southwest Bakersfield that has established itself as a desirable area however, and the smaller lot sizes are not expected to deter demand nor absorption rates. The growth trends toward this area are a positive factor that will serve to enhance and maintain property values in this area. Conclusions: No detrimental influences contiguous to any individual parcels in the subject property or in the general area of the subject tract were observed. The subdivision is consistent with the existing General Plan. Its design does not cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat, nor is it likely to cause any serious health problems. The design of this subdivision does not conflict with easements, acquired by the public at large, for access through or use of property within the subdivision. The subject tract is physically suitable for the type and density of development proposed, and is well located with reference to schools, shopping and other social/economic establishments. Because of its location in proximity to the major arterials White Lane, Buena Vista Road, Ashe 97 Lauver & Associates Assessment District 03-1 Road and Panama Lane, the subject will provide its resident's ease of access and short travel times to conveniences. A review of the lot sizes in the subject phases indicates that the average lot sizes are smaller than many subdivisions in the northwest and southwest Bakersfield area but not without precedent. In other areas where small lots have been featured, the lower cost for fmished house/lot combinations has attracted many first time homebuyers and sales activity has been brisk. Therefore, the small lot subdivision is considered to have a necessary place in the local market and is likely to enhance the appeal of the subject lots and completed housing product competing for market share. The market niche supplied by these lots conforms to the area and the general development trends in the Southwest Bakersfield area. This should assist in the marketing of the finished lots with or without housing units and demand/growth trends should aid in maintaining values into the future. 98 File 3533 Lauver & Associates Assessment District 03-1 VALUATION Value of the Subject Unimproved Residential Land This appraisal report covers approximately 23.'70-net acres of land in Tentative Tract 6166. The reader may wish to refer to the reduction of the tentative tract map for a graphic representation of this parcel. In this section we will estimate the value of the subject land, as it existed an the date of our value estimate, March 24, 2004. On that date, tract development work is nearly complete in Phases 1-3 and site clearing and rough grading is complete in the remainder of the tract. The tract received final map approval on July 9, 2003 and has been recorded. As a prerequisite to final map recordation, the developer is required to post a completion bond guaranteeing the completion of the lots to a finished lot state. This is considered to be a marketable enhancement that runs with the land. Value of Unimproved Land The first step in the valuation process involves analysis of land sales that have characteristics similar to those of the subject. All comparables were located in areas having similar tax rates, CFD's and assessments. Adjustments for these factors were not necessary. The comparable vacant land sales used are presented on individual data sheets and are located as shown on the following map 99 Lauver & Associates Assessment District 03-I Unimproved Land Saies Map -;- < ~~ - . ... si.aq apron.. szx~,am `~~ il~a ' ~ n- ~ CO _ .~~ -NF nw'N ~ .__ ~+3 ti AG _._ . . . . ..._.... y +-~ fS ~ d.y i. M 3 b . i-=".- s. isna ' m i . i+.trcmp ~ r{ W14 . i ~.~~ rc, . ~ -__ - -- ___ _ ~ .~, ur rau akin, 8~6lS Pi, S'.~E m SOQ _.. _. ,__ .._.. _. _.. 'e n ~ ~ .: 1`= '. F iv xb ___ ~ ~ c - .. :. _.. ' ~ ,, 100 File 3533 Lauver & Associates Assessment District 03-1 LAND SALE NO. 1 Pronerty Identification Record ID 49 Property Type Residential Address Campus Park Drive, Bakersfield, Kern County, California Location 230-D4 Tax ID 344-010-33 Sale Data Grantor Kem College Land Company Grantee Castle & Cooke California, Inc. Sale Date July 13, 1999 Deed Book(Page 99869 Property Rights Fee Simple Conditions of Sale Cash to Seller Verification Steve DeBranch, 661-664-6503, February I5, 2001; Confirmed by Michael Lauver, MAI SRA Sale Price $1,200,000 Upward Adjustment $275,000 Adjusted Price $1,475,000 Land Data Zoning R-1, Residential Topography Level Utilities Electricity, Water, Gas, Sewer Dimensions 2640 x 1275 Shape Irregular Landscaping None Parking NJA Rail Service None Fencing None Land Size Information Gross Land Size 78.900 Acres or 3,436,884 SF Useable Land Size 64.000 Acres or 2,787,840 SF 81.12% Front Footage 2640 ft Campus Pazk Dr./Mountain Vista Dr. Indicators Sale PricelGross Acre $15,209 Actual or $18,695 Adjusted Sale PricelGross SF $0.35 Actual or $0.43 Adjusted Sale PricelUseable Acre $18,750 Actual or $23,047 Adjusted Sale Price(Useable SF $0.43 Actual or $0.53 Adjusted Sale Price/Front Foot $455 Actual or $559 Adjusted Remarks This transaction involved a 64 net aae pazcel with approximately 2,640 ft frontage along the south line of Campus Pazk Drive and approximately 1,275 feet along the east line of Mountain Vista Drive in southwest Bakersfield. The buyers calculated the cost of moving the canal (200,000) and the cost of removing the riff-raff fill and other debris (75,000) into the selling price. The buyers also calculated the cost of the widening of Campus Park Drive and Mountain Vista Drive at $1,500,000. After the purchase, the owners filed Tentative Tract No. 5940, 177 Residential lots, averaging 12,500 square feet in size. This equates to $8,333 per paper lot. 101 Launer & Associates Assessment District 03-I LAND SALE NO. 2 Property Identificatiao Record ID Property Type Property Name Address Location Tax ID Sale Data Grantor Grantee Sale Date Deed BookJPage Property Rights Verification Sale Price Land Data Zoning Topography Utilities Shape Land Size Information Gross Land Size Indicators Sale PricetGross Aere Sale PricetGross SF 148 Residenfial Residential NEC Akers Rd. and Hocking Ave., Bakersfield, Kern County, California 93304 TB 2512 G3 515-040-1b & 20 Delfmo, LLC Normal Development Corporation August 16, 2000 00-100380 Fee Simple Confnmed by Michael Launer, MAI SRA $1,045,000 R-1, Residential Level Sewer, Water, Gas, Electricity Rectangular 59.870 Acres or 2,607,937 SF $17,454 $0.40 Remarks The property is located in southwest Bakersfield, in a developing residential area. The site was purchased for development as Tract 6015, a 113-lot residential development on 38.82 acres. A school site of 21.05 acres was set aside for the Panama-Buena Vista School District. At the time of sale there were no curbs, gutter or sidewalk in place. All utilities were available to the site, but sewer line installation along both Akers and Hocking Roads was required as a condifion for mapping. Terms were all cash to seller. 102 File 3533 Lauver & Associates Assessment District D3-I LAND SALE NO. 3 Property Identification Record ID Property Type Property Name Address Location Tax ID Sale Data Grantor Grantee Sale Date Deed Book/Page Property Rights Verification Sale Price Land Data Zoning Topography Utilities Shape Land Size Information Gross Land Size Indicators Sale Price/Gross Acre Sale PricelGross SF 146 Agricultural Residential SWC Hosking Ave, and S. Union Ave., Bakersfield, Kern County, California 93304 TB 2512 H-3 517-020-O1 and Ptn of 517-020-06 Tom and Zita de Pedrazzi Trust Kem High School District May 14, 2001 01-65286 Fee Simple Confirmed by Michael Lauver, MAI SRA $l,loo,ooo A Level Sewer, Water Gas, Electricity Irregular 56.440 Acres or 2,458,526 SF $19,490 $0.45 Remarks The property is located in south Bakersfield in an area transitioning from agricultural uses to single-family residential The site was pwchased for development with a High School in the Kern High School District. At the time of sale there were va curb, gutter or sidewalk. Municipal water, sewer and electricity service required extension to the site. Terms were all cash to seller. 103 Lauver & Associates Assessment District 03-1 LAND SALE NO. 4 Pronertv IdeniiScation Record ID 185 Property Type Residential Land Address NWC Stockdale Hwy & Renfro Road, Bakersfield, Kern County, California 9313 Location 2440 G-7 Tax ID 408-020-16 Sale Data Grantor Grantee Sale Date Deed BooklPage Property Rights Conditions of Sale Verification David Bird Trust Mahau Homes July 9, 2002 108437 Fee Simple Cash to Seller Dallis Higdon, MAI Sale Price $400,000 Land Data Zoning A, General Agriculture Topography Sloping Utilities Flectriciry, Gas, Sewer Dimensions 662 x 1294 Shape Rectangular Landscaping NIA Parking N!A Land Size Information Gross Land Size Useable Land Size Indicators Sale PricetGross Acre Sale PricelGross SF Sale PricetlTseable Aere Sale Pricett7seable SF 18.770 Acres or 817,621 SF 16.120 Acres or 702,187 SF 85.88°l0 $21,311 $0.49 $24,814 $0.51 Remarks This land is located on the Northeast Comer of Stockdale Highway and Renfro Road in Southwest Bakersfield. It has a depression at the southeast corner of the site that may require considerable imported fill. At the time of sale it looked street improvements. It has commercial potential along the Stockdale Highway frontage. 104 File 3533 Lauuer & Associates Assessment District 03-I LAND SALE NO. 5 Property Identification Record ID 186 Property Type Residential Land Property Name Bendheim Estates Address SEC Johnson & Aenfro Roads, Bakersfield, Kern County, California 93312 Location 2440 G-7 Sale Data Grantor Nevada Exchange Coordinators Grantee Stockdale West, LLC Sale Date February 28, 2003 Property Rights Fee Simple Conditions of Sale Cash to Seller Verification Tony Hogg, 326-I 141, May 1, 2003; Confumed by Michael Launer, MAI SRA Sale Price $1,047,750 Land Data Zoning R-1, Residential Topography Level Utifiriea Electricity, Water, Sewer Dimensions Irregular Shape Irregular Landscaping NIA Parking N/a Land Size Information Gross Land Size 55.220 Acres or 2,405,383 SF Useable Land Size 46.940 Acres or 2,044,706 SF 85.01% Planned Units 143 Indicators Sale Price/Gross Acre $18,974 Sale Price/Gross SF $0.44 Sale Pricef[seable Acre $22,321 Sale PricelUseable SF $0.51 Sale Price/Unit $7,327 Remarks This parcel is fallow agricultural land located at the SEC of Johnson and Renfro Roads in SW Bakersfield. At the time of sale it was unmapped agricultural land. Subsequent to the acquisition the buyer filed for tentative maps. The owner intends to start grading on May 31, 2003 and commence construction in 60 to 90 days thereafter. 105 Launer & Associates Assessment District 03-1 LAND SALE NO. 6 Property Identification Record ID Property Type Property Name Address Location Tax ID Sale Data Grantor Grantee Sale Date Property Rights Conditions of Sale Verification Sale Price Land Data Zoning Topography Utilities Shape Landscaping Parking Land Size Information Gross Land Size Useable Land Size Planned Units Indicators Sale PricefGross Acre Sale PricelGross SF Sale Pricel[Tseable Acre Sale Price/Useable SF Sale PricetlTnit 187 Residential Land Buena Vista Pacheco Road and Buena Vista Road, Bakersfield, Kern County, California 93312 2481 C-7 497-010-08 Steven E. Antongiovanni Coleman Homes, Inc. May 1Q, 2003 Fee Simple Cash to Seller Tony Hogg, 326-1141, May 6, 2003; Confirmed: by Michael Launer, MAI $3,428,490 R-l, Residential Level to Slight Slope Electricity Irregular N/A N/A 165.040 Acres or 7,189,142 SF 148.250 Acres or 6,457,770 SF 89.83% 234 $20,774 $0.48 $23,126 $0.53 $14,652 Remarks This is and iaegular shaped parcel with frontage along the south line of Pacheco Road and along the east line of Buena Vista Road in SW Bakersfield According to a spokesman for the purchaser stated the purchase will be in two phases; the fast portion, 79.8-acres closed on May SQ, 2003, for $1,873,000, the remainder, 67.63-acres will close in 90 days with a selling price of $1,555,490, fox a total purchase price of $3,428,490. At the time of sale it was planted to field and row crops. Utilities such as electricity, telephone and water exist in Buena Vista Street. 106 File 3533 Lauver & Associates Assessment District 03 I COMPARART.F. T.ANiT CAT.FC RTiMMARV Location Sale Date Price Size in Aeres Price! Acre 1. Cam us Park Drive 07/99 $1,475,000 78.90 $18,695 2. NEC Akers Rd. and Hoskin Ave. 08100 $1,045.000 59.87 $17,454 3. SwC Hoskin Ave. and S. Union Ave. 05!01 $1,100,000 56.44 $19,490 4. NWC Stockdale H & Renfro Road 07/02 $400,000 18.77 $21,311 5. SEC Johnson & Renfro Roads 02/03 $1,047,750 55.22 $18,974 6. Pacheco Road and Buena Vista Road 05!03 $3,428,490 165.04 $20,774 In the summary chart above it can be seen the sales dates cover a time frame of slightly less than 3 '/2 years. With the exception of Sale 5, all are all from the Southwest Quadrant of the City. The data shows an upward price trend over time. The appraiser has residential land sale data on file that supports this upward trend, which has been significant since mid-year 2002. The subject property is shown as Sale 6 in the summary chart. It represents the sale of the largest parcel in the data set. It was placed in the data set owing to the fact that it is the most recent sale and its physical and locational characteristics are pertinent in the valuation analysis. Sale 1 refers to a transaction involving a 64-acre parcel with approximately 2,640 ft frontage along the south line of Campus Park Drive and approximately 1,275 feet along the east line of Mountain Vista Drive in southwest Bakersfield. The buyers calculated the cost of moving the canal (200,000) and the cost of removing the riff-raff fill and other debris (75,000} into the selling price. The buyers also calculated the cost of the widening of Campus Park Drive and Mountain Vista Drive at $1,500,000. After the purchase, the owners filed Tentative Tract No. 5940, 177 Residential lots, averaging 12,500 square feet in size. This equates to $8,333 per paper lot. This sale is rated superior with regard to location owing to proximity to on-going development in the surrounding area indicating a downward adjustment for location. It is similar to the subject in physical characteristics, which does not require an adjustment. Because of the sale date, it requires an upward adjustment to account for the passage of time. Sale 2 is located itt southwest Bakersfield, in a developing residential area. The site was purchased for development as Tract 6015, a 113-lot residential development on 38.82 acres. A 107 Lauver & Associates Assessment Disriict 03-1 school site of 21.05 acres was set aside for the Panama-Buena Vista School District. At the time of sale there were no curbs, gutter or sidewalk in place. All utilities were available to the site, but sewer line installation along both Akers and Hosking Roads was required as a condition for mapping. Terms were all cash to seller. An adjustment for time and an upward adjustment for size were required for this sale. Sale 3 is located in south Bakersfield in an area transitioning from agricultural uses to single- family residential. The site was purchased for development with a High School in the Kern High School District. At the time of sale there were no curb, gutter or sidewalk. 141unicipal water, sewer and electricity service required extension to the site. Terms were all cash to seller. An adjustment for time and an upward adjustment for size were required for this sale. Sale 4 references a parcel located on the Northeast Corner of Stockdale Highway and Renfro Road in Southwest Bakersfield. It has a depression at the southeast corner of the site that may require considerable imported fill. At the time of sale it lacked street improvements. It has commercial potential along the Stockdale Highway frontage. It was the smallest parcel in the data set, which requires a downward adjustment for size. A smaller parcel tends to sell for more per square foot or acre than does a larger one, all other things being equal. This pattern of inverse size/selling price is typical and expected in the local market. Sale 5 is fallow agricultural land located at the SEC of Johnson and Renfro Roads in SW Bakersfield. At the time of sale it was unmapped agricultural land. Subsequent to the acquisition the buyer filed for tentative maps. The owner intends to start grading on May 31, 2003 and commence construction in 60 to 90 days thereafter. Except for size, this sale was determined to be equal in all respects to the subject parcel and no other adjustments were necessary. 108 File 3533 Lauver & Associates Assessment District 03-I Sale 6 is the largest parcel in the data set. It is an irregular shaped parcel with frontage along the south line of Pacheco Road and along the east line of Buena Vista Road in SW Bakersfield. According to a spokesman for the purchaser stated the purchase will be in two phases; the first portion, 79.8-acres closed on May 10, 2003, for $1,8?3,000, the remainder, 67.63-acres will close in 90 days with a selling price of $1,555,490, for a total purchase price of $3,428,490. At the time of sale it was planted to field and row crops. Utilities such as electricity, telephone and water exist in Buena Vista Street but must be brought to the site. This sale requires an upward adjustment for size and location. As indicated previously, we perceive the market is showing appreciation over time. The market was flat for a period and has adjusted itself for the high demand for residential development land. Therefore it is appropriate that we adjust for appreciation to obtain amore accurate representation of current market conditions. As indicated elsewhere in the report, the Bakersfield residential re-sale market reflected an overall gain of 13.4% from 2001 to 2002. Early reports indicate this trend is continuing in 2003-2004. The degree of appreciation City varied from one zip code area to another with the large, sustained increases observed in the Northwest and Southwest sectors at around 15% (based on sales volume). An appreciation factor of 15% was selected to represent the subject quadrant of the city. A summary grid displaying the results of the adjustments discussed previously follows: Residential Land Sales Adjnstment Grid Sale Location Date Size $!Ac Time Location Size 1 Campus Park 07113199 78.90 18,695 6,450 0 2000 2 NEC AkersfHosking 08!16(00 59.87 17,454 8,902 0 1000 3 SWC HoskingfUnion 05114101 56.44 19,490 7,016 0 1000 4 NWC StockalefRenfrc 07!09/02 18.77 21,311 3,516 4000 0 5 SEC Johnson/Renfro 02/28!03 55.22 18,974 854 4000 1000 Adj Value 27,145 27,356 27,506 28,827 24,828 109 Lauver & Associates Assessment District 03-1 The adjusted data centers on a value for the subject of $27,000 per acre. Sale 5, with an adjusted value of almost $25,000, is slightly below the other indicators but may require additional adjustment for its irregular shape and lack of improved street frontage. In reviewing the data from the data sheets and the adjustment grid, it can be seen that the adjusted values reflect market conditions for the subject property uniformly at $27,000 per acre: Therefore, as a result of my analysis, I have formed the opinion that the value of the subject's unimproved land is wall supported at $27,000 per acre. Using the market based unit indicator yields a value for the subject of $640,000 (23.7 x 27,000 = 639,900}. As a result of my analysis, I have formed the opinion that on March 24, 2004; the subject's unimproved land had an "As Is" value o£ SIX HUNDRED FORTY THOUSAND DOLLARS ($640,000) 110 File 3533 Lauver & Associates Assessment District 03-1 PROSPECTNE MARKET VALUE AT COMPLETION In this section we will present a forecast of the value of the subject at completion. This is the accepted procedure in the appraisal process when lots are in the process of being improved and have not achieved a full sell-out when the appraisal report is written. The process involves the application of the Cost and Sales Comparison approaches to value to reach a value for the typical interior lot. In addition, we are aware that developers are commanding a premium for large lots, comer lots and cul-de-sac lots. The value of the typical lot premium is added to the interior lot value to arrive at an aggregate value for the subdivision. The aggregate of these values reflects the total value of the entire subdivision at completion. Since it is not possible to complete the entire subdivision and sell all the homes on the day of completion, the discounted cash flow analysis is used as a tool to recognize asell-out of the lots over time. COST APPROACH When complete, Tract 6166 will consist of 154 buildable residential lots. The Cost Approach involves calculation of the value added to the vacant land value that was estimated in the previous section and estimating the cost of developing the land from its present raw land state to one of fmished lots available for improving with new housing units. Lot Production -Finishing Costs The first step in the Cost Approach is to estimate the costs involved in completing the tract to a fmished lot state. The costs to bring the tract from a paper lot stage to completed, ready-to-build lots include direct and indirect costs along with developers' overhead and profit. These costs are added to the raw land value estimated previously. The final total is the estimated value of the fmished lots by the cost approach. 111 __ Lauver & Associates Assessment District 03-1 Several local independent civil engineers and land developers who have developed large subdivisions were interviewed to obtain their estimates of the costs to develop land to a finished lot stage. One of these was Don Judkins, President and CEO of BHA Properties, Inc. His firm acquired a 66+-acre parcel of entitled land near Allen Road. This land, known as Hampton Place, is now being developed with 154 lots averaging 13,775 square feet. His firm also recently finished build-out of the Fairway Oaks subdivision, a 241-lot residential development located on the west line of Calloway, south of Brimhall Road. In speaking with this developer I learned that development costs for the smaller lot subdivision (6,000 SF typical size) is generally in the $14,000 to $18,000 range, depending on the state of preparation, topography, soil conditions, distance to utilities, etc. A spokesman for Castle & Cooke Homes, indicated cost to finish larger lot subdivision to a stage ready far development is approximately $18,000 to 22,000 per lot for lots in the 8,000 to 10,000 square foot size range. Costs have increased somewhat over the levels seen in years past when market activity was less than now. These estimates compare well to subdivision costs incurred by Coleman Homes in development of lots in the Riverlakes Ranch area of Northwest Bakersfield. This firm reports costs to develop 8,000 square foot lots in Tract 5658 was $15,803, not including overhead and profit. In a more recent land development project, Tract 5920 in the Riverlakes Ranch, Coleman is reporting development costs of $16,249 per lot prior to overhead and entrepreneurial profit. In a recent conversation with Ronald Ray, president of Coleman Homes, I Teamed that the overhead and profit for this type subdivision is typically in the 9-12% range. Based on the information obtained as a result of these interviews, I have concluded a typical cost to bring a subdivision with the lot sizes similar to those of the subject to a finished lot state ranges from $14,000 to $20,000 per lot depending on topography and lot size. 112 File 3533 Lauuer & Associates Assess»reut District 03 1 As indicated previously, the lots in Tentative Tract 6166 are generally rectangular in shape with typical street frontage. The lots range in size from 4,225 to 11,217 square feet, with a median lot size of 4,636 square feet and average lot size of 4,959 square feet. The smaller lots have lower development costs than do the larger ones based on our studies as cited previously. In this instance, a development cost of $18,000 is representative of costs for the smaller lot subdivision. Following is the appraiser's summary cost approach for the subdivisions and thus the indicated fmished ]ot values by the cost approach: Lot Value via Cost Approach -Tentative Tract 6166 Land Value Lot construction costs Subtotal Overhead and Contingencies Total Subdivision Cost Cost per Lot Entrepreneurial (Developer Profit Subtotal Holding & Marketing Costs Indicated Finished Lot values via Cost 23.7 Acres @ 27,000 tAcre 639,900 154 Lots @ 18,000 fLot 2,772,000 3,411,900 I S% 511,785 3,923,685 25,478 18% 4,586 30,065 24% 7,216 37,280 Based on the foregoing, the appraiser has concluded a value for the lots in the Silver Creek Tract 6166 to be $37,000 using the cost approach to value. 113 Lauver & Associates Assessment District 03-1 SALES COMPARISON APPROACH In order to estimate the Prospective Market Value of the improved lots in Tentative Tract 6166 at Completion, we researched the market to obtain sales information about similar size lots that were or are about to be improved with housing units that will appeal to a similar market segment. This technique is known as the Sales Comparison Approach. The value indicators resulting from these approaches are reconciled to a final value indicator for the subject. "When Complete". As presented in the Site Analysis section previously, the lots in Tentative Tract 6166 are smaller than average size city lots, ranging in size from 4,225 to 11,211 square feet, with a median lot size of 4,636 square feet and average lot size of 4,959 square feet The Kensington at Grand Canal subdivision is located along White Lane at the southern end of the Seven Oaks community. These lots are in Tract 5928 Phases D, E and F, range in size from 6,534 to 13,847 square feet, and have an average lot size of 7,749 square feet. These 57 lots sold within aone-year time frame, or 4.75 sales per month on a rolling option basis and had an average selling price of $30,389 per lotto merchant builders. Windsor at Grand Canal in the southerly portion of Seven Oaks offered a total of 51 lots in the period from June 2000 to September 2001, which indicates an average sales rate of 5.1 lots per month. These lots are smaller than those in the subject, with a typical interior lot size of 7,800 square feet. These lots, like those in Kensington, are expected to appeal to a similar market segment as those in the subject tract. Lots in this subdivision are reflecting average selling prices of $45,367 per lot. Another recent series of lot transactions was the sale of 105 lots in Tract 5658 located in the Riverlakes Ranch area of Northwest Bakersfield. These lots were constructed by Coleman Homes and sold to various merchant builders who developed them with semi-custom built single-family dwelling units. These lots ranged in size from 7,400 to over 18,000 square feet in size; with an average lot size of approximately 11,000 square feet. Sale prices ranged from $30,950 for the smaller lots, to $65,000 for the largest lot in the subdivision, with an overall 114 File 3533 Lauver & Associates Assessment District D3-1 average selling pride of approximately $51,000, or $4.64 per square foot. The lots sold over a two-year time frame, indicating an average absorption rate of 4.421ots per month. We obtained information on the sale of fully developed residential lots in Tract 6058, known as Centennial Cove, located in the Riverlakes Ranch area of Northwest Bakersfield. This 14.68-acre site was developed into a 37-lot subdivision. The lots in Centennial Cove ranged in size from 9,111 to 19,087 square feet in size, with an average size of 11,720 square feet. According to the developer, Curt Carter, Sr., he purchased the land in March of 2001 and began land development and lot construction in May 2001. Sales began in September 2001 and 29 of the lots were sold in the first 9 weeks. Carter held the remaining lots for his own firm's development and reports he has construction contracts on several of these. This data represents a sales rate of approximately 14 lots per month. The lot prices ranged from $45,000 to $67,000 for an average selling price of $51,446, or $4.48 per square foot overall. One of the remaining lots held for his own construction fine sold in January 2003 to McMahan Construction for $80,000 for the 16,000 square foot lot. The remaining three 11,000 square foot lots were sold in January 2003 for $74,000, or approximately $6.73 per square foot. In the Villages at Brimhall subdivision, located in Southwest Bakersfield, we tracked 25 sales sold by Castle & Cooke Homes to merchant builders. These lots are generally in the 10,000 square foot size range and the tract is being improved with up-scale residential housing. The lots sold between November 2002 and January 16, 2003, with selling prices ranging from $60,000 to $118,000 for a large cul-de-sac lot. The selling prices ranged from approximately $5.62 to $6.30 per square foot. This tract demonstrates a selling rate of over 12 lots per month. Another recent bulk lot sale we investigated was Tract 6116, located in Southwest Bakersfield on Buena Vista Road, between White Lane and Pacheco. Probuilt Homes, Inc. purchased the 58 fmished lots in this subdivision for $40,517 per lot. The lots were typically 6,000 to 7,000 square feet in size. The seller is Vernon Burke (805) 4?4-8231. According to Chris Hayden, President of Pro Built Homes, the cul-de-sac lots and large lot premiums were averaged into the purchase price of the lots. Mr. Hayden stated he intends to develop this tract with entry and move-up type 115 Launer & Associates Assessment District 03-I dwellings in the 1,650 to 2,350 square foot size range with pricing from $170,000 to $210,000, not including upgrades or lot premiums. Closing date was May 15, 2003. Another on-going rolling option purchase is taking place in the Stonington subdivision in Southwest Bakersfield. The lots in this subdivision axe approximately 8,500 square feet in size and are under contract to Burlington Homes. At the outset, just over one year ago, the lots were priced at $30,000 each with price increases of $750 per quarter. The buyer was obligated to take down a minimum of 10 lots per quarter. Currently, Stonington is in its fifth phase and lot prices are at $40,000 each and when the final phase begins takedown, prices will be $42,500 per lot. Probuilt Homes purchased a 24-acre parcel on the north line of Norris Road at the northeast corner of Oak Creek in Northwest Bakersfield in December 2002. He subsequently developed the parcel into 61 lots averaging 12,500 square feet each. On the day that he announced sales, he sold all the lots to 5 local merchant builders for an average of $82,000 per lot. The sales will close upon completion of the lots, which is expected in March 2004. Tract 6006 is a 66-lot subdivision located in Southwest Bakersfield. According to the purchase contract and escrow instructions we examined as part of the appraisal process indicated the purchase price is $3,135,000, or $47,500 per lot. The lots range from 6,600 to over 15,000 square feet for the cul-de-sac lots. The average lot size is about 7,200 square feet, indicating an average selling price par square foot of $6.60. The sale is scheduled to close March of 2004. In a recent meeting with corporate staff at Castle & Cooke Homes, Inc., we were provided a file copy of their sale data for the year ending 2003. The specifics of these data (retained in our office) are being held confidential at their request. Their report shows a total of 495 fmished lots were sold in 2003 to merchant builders who constructed housing units for sale to consumers. The firm also sold a total of 221 house/lot combinations directly to homebuyers during the 12-month period. Analysis of these data supports our value conclusions for the subject lots. Overall, the lot sales activity we investigated represented more than 1,000 fmished residential lots. Analysis of the sales indicates the most recent lot sale activity is demonstrating the high 116 File 3533 Lauver & Associates Assessment District 03-1 demand for new residential housing that has been most apparent over the past 24 months. The most recent sales data shows selling prices in excess of $6.00 per square foot and the most recent appear to have a figure of central tendency around $6.00 to $6.75 per square foot. It was noted the highest prices paid are for lots suitable for custom-built homes, with selling prices per lot in excess of $7.40 per square foot in many instances. In general, the tract production lots are commanding selling prices of approximately $5.75 to $6.50 per square foot. Moreover, in studying the characteristics of the market, it was noted the larger lots axe selling for slightly less per square foot than the smaller ones. This conforms to the inverse relationship of selling price per unit and size, typical of all property types. Therefore, based on the statistical indicators yielded by the most recent lot sales activity cited in the foregoing analysis, I have formed the conclusion the subject lots are well represented by the sale indicators provided from the subdivisions cited. The lots are likely to command prices somewhat less than those from the Castle & Cooke lots now available to merchant builders at $8.00 to $9.00 per square foot. These combined indicators have led the appraiser to a value estimate for the subject lots to be $8.50 per square foot for the typical S,000square foot lot in the subdivision. Another test of value we often use in the valuation process is the allocation technique. In this methodology, we can extract land values based on the total selling price of the house/lot combination. In the most recent bulk land sale data cited, Moreland Corporation purchased 66 finished lots for $47,500 each in the Stonemeadows area of Southwest Bakersfield. The lots are being developed with single-family dwelling units ranging in price from $155,000 to $218,000, with an average selling price of $188,000. The land at $47,500 per lot represents 25% of the selling price of the house/lot subdivision. in Tract 6166, known as Liberty at Silver Creek, the developer has constructed 3 models and a number of dwellings are now in various stages of construction. According to the tract sales brochures, the dwellings range in size from 1,043 to 2,051 square feet and from $156,000 to 117 Lauver & Associates Assessment District 03-I $206,000 in price. The average selling price is $174,500. Assuming a 25°!o allocation to land, the subject lots have a value of approximately $43,500 each (174,500 x 25% = 43,625). Therefore, based on the statistical indicators yielded by the bulk lot sales in the foregoing analysis, I have formed the conclusion the subject lots are well represented by the sale indicators provided from the subdivisions cited and from the allocation technique. These combined indicators reflect a value of $43,500 for the typical 5,000 square foot interior lot in the subject phases. Conclusion of Lot Values `When Comnlete' The various approaches to value were pursued in detail in the previous sections of this report. The detailed analysis of all the pertinent facts and data that were considered to influence the value of the subject property have led to the following value estimates: Valuation Premise Per Lot Value Cost Approach $37,000 Sales Comparison Approach/Alloeation $43,500 The first step in estimating the value using the Cost Approach was to estimate the underlying land value using the Direct Sales Comparison Approach. The value from this approach was considered supportable and based on a sufficient number of reliable data. The direct and indirect costs were based on reliable costing sources supplemented by engineer's cost estimates from similar tracts. The Cost Approach indicated that it requires from about $18,000 to $22,000 including direct costs, indirect costs plus entrepreneurial profit, to develop the typical interior lot in these tracts. The lot construction costs were added to the land value to obtain an indication of the lot value "When Complete" under this premise. However, because of the difficulty in ascertaining investor motivations, the profit margin we selected may not be representative of market conditions for this development and the cost approach may not be as reliable as the Sales Comparison approach. 118 File 3533 Lauver & Associates Assessment District 03-1 The Sales Comparison approach was based on direct comparison with sales of lots sold to merchant builders. The data from this approach was gathered from tracts that offered lots that are considered similar to the subject and reflected the thinking of the typical local market participants. Therefore, as a result of our analysis of costs and market conditions, we have concluded a value of $43,500 per lot for the Liberty at Silver Creek Tract 61 b6. INCOME APPROACH In the previous section of this report, the appraiser estimated the value of the typical lot at completion, ready for construction of a housing unit. The aggregate of these values reflects the total value of the entire subdivision at completion. Since it is not possible to complete the entire subdivision and sell all the homes on the day of completion, the discounted cash flow analysis is used as a tool to recognize asell-out of the lots over time. Using the Discounted Cash Flow analysis the value of the subject lots "As Is" is presented. This DCF serves as a check on the "As Is" value presented previously based on the cost and sales comparison approaches. The Prospective Market Value DCF model that follows is calculated using the income and expense projections and assumptions described in the following paragraphs. The Prospective Market Value represents the subject tract "As Complete". This value assumes all development costs have been expended and the project is ready for marketing and sales. The process of providing a discounted cash flow analysis requires the following steps: 1. Estimation of the retail value of the individual fmished lots and the aggregate retail value of lots including lot premiums; 2. Estimation of the appropriate absorption or sell-out period required to market the fmished lots; 3. Determination of the approximate selling/holding expenses incurred during the marketing of the lots; 4. Calculation of the indicated periodic cash flow from the projected sales; 119 ..... ......... ....... .._s ......... ....... Launer & Associates Assessment District D3-1 5. Subtracting the direct costs, indirect costs (including selling expenses) and profit from the periodic cash flows, and 6. Determination of the present worth of the net cash flows generated during the absorption period. Absorption Analysis The values of the typical lot and lot premiums were estimated in the previous section of this report. The next step is to estimate the time necessary to achieve a full sell-out of the 1541ots in the subdivision. To do this we examined the historical absorption of new dwelling units in the nearby competing tracts and we examined demand conditions for the subject's ultimate housing product. It was our fording that there is a direct relationship between lot values and absorption time frames. The more expensive and the larger lots and homes require extended marketing periods. The lot sales analyzed and reported previously reflected a sales rate of slightly more than 5 sales per month over the past six years, depending on price range and location. We also analyzed sales of house/lot combinations in tracts developed by the two largest home producers, Coleman Homes and Kyle Carter Homes. Kyle Carter Homes reports sales rates ranging from 5.33 per month to 11.36 per month, depending on the tract. The most active subdivisions were the San Lauren and Madison Crrove tracts where an absorption rate of 17.33 units per month or 11.36 and 8.31 sales per month are being achieved in the respective tracts. In six Coleman Homes developments located in the Northwest and Southwest Bakersfield areas we found sales rates from 4 to 11 sales per month depending on the tract location and product type. Moreover, in discussions with tract sales personnel in the tract offices we learned that they maintain lists of 10 to 15 potential purchasers waiting for lots to be released for sale Based on my analysis of the sales activity in competing tracts as shown previously supported from the supply/demand conditions cited previously, I formed the conclusion that the subject is capable of achieving a sales rate of I O lots per month. Consequently, the subject lots can be sold 120 File 3533 Lauver & Associates Assessment District 03-1 on a rolling option basis over an approximately 16-month time frame. This estimate is well supported by the subject tract location and the reputation of the developer in this community. Income Because it is impossible to predict when each finished lot will sell and because of the varying circumstances that could be encountered, the total retail value for the various tracts including profit was used to calculate the expected gross income proceeds from sales. The total aggregate value for the various tracts was calculated by multiplying the individual fmished lot value by the number of lots in the tract. The cash flows from sales are shown on a monthly basis. Interior Monthly Silver Creek Tract Lot Sales Monthly 6166 Value Rate Income Liberty @ Silver Creek 43,500 10 $435,000 Exaenses In our estimate of lot construction expenses, we referenced the cost data from previous subdivisions built by this developer with similar lot sizes and product type and applied these to Tract 6166. Since lot construction has commenced, we have subtracted the costs that have been incurred to date from our cost estimates in the various tracts. In our projection, taxes were calculated based on gross sales per month at a 1.25% annual tax rate paid quarterly. We estimate entrepreneurial profit of 10°t° of gross proceeds based on our interviews with the major local lot producers. We estimate a total of 8% as a reasonable projection for variable indirect expenses. This is segregated into 3% sales costs, 2% for general and administrative (including taxes and interest) expenses and 3% miscellaneous expenses including CFD and Assessment bond payments during the holding period. 121 Lauver & Associates Assessment District 03-1 Discount Rate A discount rate of 10% is selected as appropriate. This is based on the current prime or reference rate of 6.0% plus 4% investor's margin to reflect risk and holding factors. It is my opinion that the size and scope of this project requires a somewhat extended marketing period and the proposed housing units are aimed at the entry level and first move-up buyer segment of the market. This indicates a lower element of risk than for the high-end market segment. The discount rate is further supported from surveys published by CB Richard Ellis and other sources quoting required IRR's of 25-30% including profit. Since developers in this area are reportedly achieving profit margins in the 12-18% range, a discount rate of 12% is considered reasonable. Because the absorption estimate results in a fractional amount, our estimate of cash flows was revised to reflect a lower sales rate in the final marketing period. A spreadsheet summary of the present value of the series of periodic income flows for the tract is presented at the end of this section. This sum of the discounted lot values represents the "As Is" value of the subject on March 24, 2004. This is estimated to be the sum of $4,217,000. The discounted cash flow analysis is at the end of this section. BULK VALUE The bulk value in this instance is identical to the "As Is" value from the Discounted Cash Flow Analysis is $4,217,000. RECONCILL~TION OF VALUES In the previous sections of this report we examined the characteristics of the subject and analyzed them in terms of the market with regard to desire, demand and competitiveness. The 122 File 3533 Launer & Associates Assessment District 03 I subject lots rate well in all areas of comparability. We developed value estimates for the subject using the Cost Approach, Sales Comparison Approach and an Income Approach using the Discounted Cash Flow analysis technique. The "As Is" value using the Cost Approach represents the value of the parcel, as it existed on the date of value. It does not include selling or holding costs nor does it recognize the entrepreneurial enterprise and coordination required to bring the land to its present state. In developing the "As Is" value using the Sales Comparison Approach, we gathered the most recent unimproved land sales and by using the adjustment methodology discussed in the sales comparison approach, it was possible to arrive at a reliable estimate of the subject's raw land value, which is the subject's "As Is' value. In developing the "As Is" value using the Income Approach, we used both the cost approach and the sales comparison approach to estimate the value of the individual lots in the respective subdivisions as complete. The sales comparison approach involved investigating recent sales of lots to merchant builders and others enabling us to arrive at an estimated value per lot when complete. The same data enabled us to estimate the typical lot premium over the entire tract, yielding an estimate of the typical finished lot value in the subdivision. Since the entire tract will not sell in its entirety on the same day, we used the Discounted Cash Flow analysis (DCF) technique to recognize the time value of money during the tract's sell-out period. In selecting the more reliable indicator of the "As Is" value, greater weight is placed on the Income Approach because it is more reflective of the market conditions over time based on the net cash flows, whereas the Cost Approach is a static analysis. The Discounted Cash Flow worksheet for Tract 6166 is presented on the following page. 123 Lauver & Associates Assessment District 03-1 " °~o ~~i=_ _ n N sso o~~ .. x° ° om- ew~_ q m~ G es x~~° o~~~e $~~ ~° °~P _ r, ~ r~,~ ~ h o~~ a $m ., a H rto ~r_o ~ _ U ~ U °` ~o g~o Q m ° w ~ n " f, v , x a o _ - °. tg U.i V P- P, _M _ _ . ~ O~.„6C.. C~ 9i~ =.. v .n ~, rn ' ~ .. C~( ~ u~C Vqn ° V $O ~~Co ~ e y ~ Q N~ q ... ~ " ~ aNv .. W >~ V. n o O N n b. 45 „' ~ ~ p 0. o . . ~o 0 0~- Sao ~~ v g . . ~ o~o ~ .° _ ~~ N N ~ . . ~ ~ o N o M NNa mo° ~~~ ., o ar e - n~a ~~ ~ ~ .- N - a. ~ . o a ~ ~ a~"~ - t B " o a' a' S b _ a ,$ W:w ~ a ' ~ n e U r- ~ ~ a a o z > a. ~,: a am ~ a w.. u o -> > ~ a °tl.~ ' o ~ " ~ x . paw ~.o ~ p w E i.+y:v~ ~ a a.: Q m r ~aa~S cv U ~ as w w c ,< v ~ ..6 = _ w ~ _ ~, '°9 e zo £ca 0 ' g d- ~ ' : ~ '° _ z~ s V `'~ w ~wy >~ " o- , n , ~r ~ o 0 c 4 Y m . a wM L < ~ g ~ ., y Z. d ( <.S H7~644 R~WF1w~.5 S. w°~h d Yi~H I-0$.iG WRS~v~iV~ > W ~:4 a`, w"~w~ 124 File 3533 Lauver & Associates Assessment District D3 I CERTIFICATIONS The undersigned appraiser certifies the following statements are true and correct with respect to this appraisal report: That I personally inspected the subject property, That I have no interest, past, present or contemplated, in the real estate, which is the subject of this appraisal report. Employment to make this appraisal is in no manner contingent upon the fmal value herein reported. That to the best of my knowledge and belief the statements of fact contained in this report upon which the analysis, opinion and conclusions expressed herein are based, are true and correct. That I have no personal bias with respect to the subject matter of this appraisal or the parties involved and that racial composition of the neighborhood was in no way considered. This appraisal report is made in conformity with and is subject to the requirements of the Code of Professional Ethics and Standards of Professional Conduct of the Appraisal Institute of which I am a member. The Appraisal Institute conducts a voluntary program of continuing education for its designated rnernbers. Members who meet the minimum standards of this program are awarded periodic educational certification. I am currently certified under this program through December 31, 2007. I certify that the use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. This appraisal report sets forth all the limiting conditions, imposed by the terms of the assignments or by the undersigned, affecting the analysis, opinions, and conclusions in this report. That no one other than the undersigned prepared the analysis, conclusions, and opinions, (concerning the real estate which is the subject of this report}, that are set forth in this appraisal report. This appraisal has been completed in compliance with the Uniform Standards of Professional Appraisal Practice (USPAP), as developed by the Appraisal Standards Baard of the Appraisal Foundation, and the Office of the Comptroller of the Currency's (OCC) minimum appraisal standards. This appraisal was performed in compliance with RTC regulations. 125 Lauver & Ass©ciates Assessment District 03-1 The appraiser has the appropriate knowledge and experience to complete this assignment competently. As of the date of this report, I have completed the requirements of the continuing education program of the Appraisal Institute. The compensation for appraisal services and future employment prospects are not contingent upon the reporting of a predetermined value of direction in value that favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a stipulated event. The existence of hazardous materials, which may or may not be present on the property, was not observed during the physical inspection. The appraiser, however, is not qualified to detect such substances. The presence of substances such as asbestos, urea-formaldehyde foam, radon gas, or other potentially hazardous materials may affect the value of the property. The value estimate is predicated on the assumption that there are no such materials on or in the property that would cause a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering required to discover them. Based upon the study and investigations conducted, and afker careful consideration of all pertinent factors affecting value, I have formed the conclusion that the values pertinent to the subject properties as defined, as of the effective date of this appraisal are as follows: 126 File 3533 _ __ Lauver & Ass©ciates Assessment District 03-I Value Opinions -Assessment District 03-1 Valves Value to ASSMT Bulk Value of Assessment Lien NO Description Recorded Lots Lien Ratio 1-31 Tract 6111 Unit 1 $2,243,582 244,091.43 9.19 34-39 Tract 6111 Unit 2 $1,881,714 204,721.88 9.19 62-95 Tract 6111 Unit 3 $2,460,703 267,713.23 9.19 Totals for Cambridge Tract 6111 $6,586,000 716,526.54 9.19 97-129 Tract 6127 Unit 1 $3,037,048 368,056.7? 8.25 134-163 Tract 6121 Unit 2 $2,760,952 334,597.06 8.25 Totals for Bedford Tract 6127 $5,798,000 702,653.83 8.25 167-199 Tract 6128 Unit 1 $1,402,913 203,769.51 6.88 202-227 Tract 6128 Unit 2 $1,105,325 160,545.67 6.88 229-250 Tract 6128 Unit 3 $935,275 135,846.34 6.88 252-292 Tract 6128 Unit 4 $1,743,013 253,168.15 6.88 394-326 Tract 6128 Unit 5 $1,402,913 203,769.51 6.88 328-361 Tract 6128 Unit 6 $1,445,425 209,944.33 6.88 Totals for Camden Tract 6128 $8,034,864 1,161,043.51 6.88 364-388 Tract b166 Unit 1 $684,547 80,158.48 8.54 391-416 Tract 6166 Unit 2 $711,981 83,364.79 8.54 418-443 Tract 6166 Unit 3 $711,981 83,364.79 8.54 444-468 Tract 6166 Unit 4 $684,597 80,158.46 8.54 471-495 Tract 6166 Unit 5 $684,597 80,158.46 8.54 497-523 Tract 6166 Unit 6 $739,365 86,571.14 8.54 Totals for Silver Creek II Tract 6166 $4,217,120 493,776.12 8.54 Please read the Underlying Assumptions and Limiting Conditions, which are an integral part of this document. Date: March 24.2004 Michael Lauver, MAI, SRA Certified General Appraiser State of California Certificate No. AG 002049 127 ~~~ a a a a w°° m .~°a~°~°~oese °~& msmommgmgw~ $ >~ r °a ~ ~ aoo Sm ~gse° ~g~~~gg„~ sPgP ~ ~_~ s ~~ ~ moos .ra ~ ° ~ ~ ~. « ..T ~ ° = a _ .. ° Sa $- ~ F c~ ° ~ ° e w ~ ~ p p Po~ E 0 Z W ° 'X ~Y. g Z Z g Y$ o"y Z Z o Z 'Z a o 0 o p o 0 0 00 ° y o g o o R Q 8 0 8 o g °g o qo a g R 6 q 3 t2. Ed _ A z ~ ~ s ¢ a ¢¢ G ¢ ¢_ t a s g a < ° g a wc6' $z `z $'z `z $3~ Szzz$z$~ 8 a ~ °a gi .°°,_° n rz < n. r r ~' a ~. a .S a •o Qv ~ ~ $ < e w +r .r .r O K ~ m ~~ a m z z ': z ~' °°: a z z m z~~° ~ N o~ o o~ e a 8~~° h rt ~z.2oa a ~+ 6 Z b ' °' ~ z a a « ~ m m ~ « _ « « « a ~ n m ~ ~ ~ m `~ ~ € 5 ~ ° ~ ~ ~ ea°N ~ ~ ~ m s aaa~ s = e Qm _ ~ ~ ~,~ o~ O ~~F P~ 8¢ 6 v 4 a ,°„ 6 ~ 6¢ 6 m¢¢ a ~°° 8 a ., e ,., o„ ~¢~ a rn S¢~ a~ % ~ ~ ^.. `4 z 2 ^ 2 ~ m Z z Z "A '~ Z ~ ~ ~ : ° ae o $ ~ ~, z S' o z $ Z °a, G ~ ; ~ o h ~. ag a 6 g G 6 6 6 6 f 6 $o a G< 6 6 4 6 4 G 4 K « < Pzzg3.z~~z ~zz~_zzz ~zzSzgz~z~zgzzzz g°$°8g°g°~x <_ e ~ R .^. ~ ~ s ~¢<~a¢m¢,~ agaa ga ¢^' ~ a ¢_:°¢_~¢r8°`a mga9i ='a^<Sm=a_~ao3 ~, e z z o ~x z~~ e S z ~z z o z z g _ z z m z .- z e z n z~ z z, ~ .. z< z m< z - z e d ~ ¢ z 0 s _ _ _ _ _ _ ssssssaNss f ~N~x_€ ~~~~a~~~ X~~a~E~s~cxg~~ ~a~~a~~~aaw W - .-~ av « .n ~ FF _ rv « .v E+ ._ .-. r N m .~. a v .n n b_ e_ .o "' o p '~ ~ ~ 5 S ~ '~ ~ ~ S 2 -2 -2 ~3 3 ~ - ~2 Z 2 ~ .c ~2 a ~2 ~d ~2 ~. ~ ~'o ~ ~ o ."o ~ ~ ~ ~ _ }~~ S .'J 7 ~ m_ m_ m m m m m~ v= w w m m F' b .{{gp ~§j v .mv ~ rv rv n n n K °4 F f`. t= ~"' r [ % [- ~ [-~ ~ b a ~j ~ w w e wy e a~~ C. V eyy ey ~ b S ~~` a u 3 S 5 L e a eyy .^o e e m e ~ ~ ~ O F F - Z~ H t-e+ H H H (-~ H H q ~ H F% t~ ~ H H H` F ~ N F F t+ E E f- H 1~ ~ F` F`~ P k` ~~ ~ A b GF ~ E ~:~~~~s~a~a~ ~agaS~9~° ~~sasSa~~~~~~ad~~ ~0~~~~44$~~~ ~~ ~w°d o0000o P9o~o°°oom° ® ~ °~~oo$~~ .~.e~~ ~ ~anrn~~~d 4 o d d d da d. O d d d d o 0 0~ o o d d 0~ ab d~~~ 03 ob d a a~ ~ sky' aka ~ s~W s~sa W ~~s~~~~~~$ asW ~ oo~~ ~ ~ ~a~ ~~~~ WW ~a ~ ~~~~~a~c~~ ~ ~~~~~~e~~~ ~~ aa~~>~~~ ~~~~~~a~ ~~4a~a~~~a~ww~~~ ~~~~~wa~~~< ~~~ x ADDENDA (THIS PAGE INTENTIONALLY LEFT BLANK) UNDERLYING ASSUMPTIONS & LIMITING CONDITIONS CONTINGENT AND LIMITING CONDITIONS: The certification of the Appraiser whose signature appears in this appraisal report is subject to the following conditions and to such other specific and limiting conditions as are set forth by the Appraiser in the report. 1. The Appraiser assumes no responsibility for matters of a legal nature affecting the property appraised or the title thereto, nor does the Appraiser render any opinion as to the title, which is assumed to be good and marketable. The property is appraised as though under responsible ownership. 2. Any sketch in the report may show approximate dimensions and is included to assist the reader in visualizing the property. The Appraiser has made no survey of the property. 3. The Appraiser is not required to give testimony or appear in court because of having made the appraisal with reference to the property in question, unless arrangements have been previously made therefore. 4. Any distribution of the valuation in the report between land and improvements applies only under the existing program of utilization. The separate valuations for land and building must not be used in conjunction with any other appraisal and are invalid if so used. 5. The Appraiser assumes that there are no hidden or unapparent conditions of the property, subsoil, or structures, which would render it more or less valuable. The Appraiser assumes no responsibility for such conditions, or for engineering, which might be required to discover such factors. 6. Information, estimates, and opinions furnished to the Appraiser, and contained in the report, were obtained from sources considered reliable and believed to be true and correct. However, the Appraiser can assume no responsibility for accuracy of such items furnished the Appraiser. 7. Disclosure of the contents of the appraisal report is governed by the Bylaws and Regulations of the professional appraisal organizations with which the Appraiser is affiliated. 8. Neither all, nor any part of the content of the report, or copy thereof (including conclusions as to the property value, the identity of the Appraiser, professional designations, reference to any professional appraisal organizations, or the firm with which the Appraiser is connected, shall be used for any purposes by anyone but the client specified in the report, the borrower if appraisal fee paid by same, the mortgagee or its successors and assigns, mortgage insurers, consultants, professional appraisal organizations, any state or federally approved financial institution, any department, agency, or instrumentality of the United States or any state or the District of Columbia, without the previous written consent of the Appraiser; nor shall it be conveyed by anyone to the public through advertising, public relations, news, sales, or other media, without the written consent and approval of the Appraiser. 9. On all appraisals, subject to satisfactory completion, repairs, or alterations, the appraisal report and value conclusion are contingent upon completion of the improvements in a workmanlike manner. 10. The appraiser is not an expert in survey, soils, drainage, and geological or seismic conditions. The property is assumed to be free of such significant detrimental conditions. Unless otherwise noted in the report, the appraiser observed no noticeable problems in this regard. The client is urged to seek appropriate outside expert opinions however, if concerned about these factors. 11. The appraiser is not an expert in structural analysis. The property is assumed to be free of structural deficiencies, building code violations, and unsafe conditions. This includes the assumption that all heating, plumbing, electrical, and mechanical systems as well as the appliances and the roof are in adequate working order. Unless otherwise noted in the report, the appraiser observed no noticeable problems in this regard. The client is urged to seek appropriate outside expert opinions however, if concerned about these factors. 12. The appraiser is not an expert in the detection of potentially hazardous or toxic substances such as the presence of urea formaldehyde foam insulation, asbestos building materials fibers, radon gas, or any other harmful environmental substances. The appraiser observed no such substances and the property is assumed to be free of such substances. The client is urged to seek outside expert opinions however, if concerned about these factors. 13. This appraisal is predicated on the assumption that all improvements constructed will be of the size and materials represented in the developer supplied documentation. Any modifications or variations should be submitted to the undersigned to determine what effect, if any, the modifications will have on the final value estimate. 14. I certify that, to the best of my knowledge and belief, the reported analyses, opinions and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Practice of the Appraisal Institute, of which I am a member. 15. I certify that the use of this report is subject to the requirements of the Appraisal Institute relating to review by its authorized representatives. 16. The hypothetical sale referred to in the definition of Market Value, and thus any values in this report are on the basis of all cash to the seller, therefore, no consideration has been given to existing or proposed financing. 17. To the best of my knowledge, all pertinent information available to the appraiser is contained within this report. If, subsequent to the date of the report, should information become available or submitted to the appraiser that could materially affect the value reported herein, the appraiser reserves the right to modify the appraisal report. 18. The values assigned reflect value for the real estate only. No value consideration has been given. to the in-use value of any equipment, personal property or fixtures. 19. This appraisal report is prepared for the sole and exclusive use of the City of Bakersfield (THE CLIENT). No third parties are authorized to rely upon any service provided by Launer & Associates. Inc. without prior written consent. The appraiser has granted permission to publish this appraisal in the Official Statement and consented for its use in marketing of the Assessment District 03-1 bonds. Date: March 24.2004 Michael Launer, MAI, SRA Certified General Appraiser State of California Certificate No. AG 002049 QUALIFICATIONS OF MICEIAEL L. LAUNER, MAI SRA APPRAISAL EDUCATION SAN BERNARDINO VALLEY COLLEGE Year Completed Advanced Residential Appraising 1978 Advanced Income Property Appraising 1978 SOCIETY OF REAL ESTATE APPRAISERS Course 101 - Intro to Appraising Real Property 1977 Course 201 - Principles of Income Property Appraising 1979 Course 202 - Applied income Property Valuation 1984 R-2 Residential Proficiency Examination 1979 Narrative Report Writing Seminar 1979 Subdivision Analysis 1993 APPRAISAL INSTITUTE Basic Valuation Procedures/ Income Capitalization Part A & B 1988 Real Estate Principles 1990 Standards of Professional Practice Course 410 1994 Standards of Professional Practice Course 420 1994 Highest & Best Use and Marketing Analysis Course 520 1994 OREA Required Update Seminar 1995 Environmental Risk and the Real Estate Appraisal 1995 Appraising Rural Transitional Properties in S. California Seminar 1996 Litigation Loss Prevention Program for Real Estate Appraisers 1997 Federal and State Laws and Regulations 1997 The Appraiser's Role in the Redevelopment Process 1998 Valuation Considerations in Partial Acquisition 1998 Valuation of Detrimental Considerations in Real Estate 1499 Condemnation Appraising -Basic Applications Course 710 1999 Condemnation Appraising- Advanced Topics Course 720 1999 Standards of Professional Practice Part C Course 430 1999 Real Estate Fraud & The Appraiser's Role 2000 Highest and Best Use Applications Seminar 2002 Standards of Professional Practice Course 400 2003 PROFESSIONAL DESIGNATIONS & AFFILIATIONS STATE OF CALIFORNIA CERTIFIED GENERAL APPRAISER License Number AG002049 Issued 1991 APPRAISAL INSTITUTE MAI -Member Appraisal Institute 1992 SRA -Senior Residential Appraiser 1986 Certified Administrative Instructor for: Appraisal Institute: Course 110 Appraisal Principles Appraisal Institute: Course 120 Appraisal Procedures Appraisal Institute: Course 210 Applied Residential Appraisal Appraisal Institute: Course 310 Basic Income Capitalization Appraisal Foundation: Uniform Standards of Professional Appraisal Practice Currently: Associates Guidance Chair -General Finance Chair, Appraisal Institute Region VII Member, Regional Ethics and Counseling Panel Appraisal Institute Posistions Held: Candidate Guidance Chairman -Appraisal Institute, Bakersfield Chapter 1991-2000 Admissions Chairman -Appraisal Institute, Bakersfield Chapter 1991-1999 President, Society of Real Estate Appraisers Bakersfield Chapter 75, 1987-1989 President -Appraisal Institute, Bakersfield Chapter, 2001 President -Appraisal Institute, Bakersfield Chapter, 2002 BAKERSFIELD COLLEGE INSTRUCTOR - Real Estate 63 -Intro to RE Appraisal 1988-1998 Real Estate 68 -Advanced RE Appraisal 1993-45 PROFESSIONAL ASSIGNMENTS Valuation appraisals, feasibility studies, depreciation analysis and investment consultations regarding: hotel, motels, office projects, residential subdivisions, mobile home parks, mobile home subdivisions, restaurants, vacant acreage, commercial lots, rehabilitation projects and a variety of commercial properties. Special purpose assignments have included: manufacturing, processing and cold storage facilities, oil refinery, quarry, winery and rock crushing facility. Other assignments have included the appraisal of livestock and agricultural properties. APPRAISAL AND BUSINESS EXPERIENCE Presently Principal, - Launer & Associates, Real Estate Valuation & Consulting 1986 - 1988 Senior Vice President, Chief Appraiser, Paramount Bank 1485 - 1986 Commercial Appraiser - A.L. Appraisal Company 1977 - 1985 Commercial Appraiser -Bank of America NT & SA APPENDIX C FORM OF OPINION OF BOND COUNSEL Closing Date, 2004 City Council City of Bakersfield 1501 Tmxtun Avenue Bakersfield, CA 93301 City of Bakersfie]d Assessment District No. 03-1 (Brighton Place/Silver Creek II) ~ Limited Obligation Improvement Bonds (Final Opinion) Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by the City of Bakersfield (the "Issuer") of $2,895,000 aggregate principal amount of the City of Bakersfield Assessment District No. 03-1 (Brighton Place/Silver Creek II} Limited Obligation Improvement Bonds (the "Bonds") pursuant to the provisions of the Municipal Improvement Act of 1913 and the Improvement Bond Act of 1915 and Resolution No. 174-04, adopted by the City Council on Apri128, 2004 (the "Resolution"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Resolution. in such connection, we have reviewed the Resolution, the Tax Certificate of the Issuer dated the date hereof (the "Tax Certificate"} an opinion of counsel to the Issuer, certifications of the Issuer and others and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein. Certain agreements, requirements and procedures contained or refereed to in the Resolution, the Tax Certificate and other relevant documents may be changed and certain actions(including, without limitation, defeasance of the Bonds) may be taken or omitted under the circumstances and subject to the terms and conditions set forth in such documents. No opinion is expressed herein as to any Bond or the interest thereon if any such change occurs or action is taken or omitted upon the advice or approval of counsel other than ourselves. The opinions expressed herein aze based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions aze taken or omitted or events do occur. Our engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation to update this opinion. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or copies} and the due and legal execution and delivery thereof by, and validity against, any parties other than the Issuer. We have not undertaken to verify independently, and have assumed, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinion, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Resolution and the Tax Certificate, including {without limitation} covenants and agreements compliance with which is necessary to assure that future actions, omissions or events will not cause interest on the Bands to be included in gross inwme for federal income tax purposes. In addition, we call attention to the fact that the rights and obligations under the Bonds, the Resolution and the Tax Certificate may be subject to banlnuptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other similaz laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against cities in the State of California. c-t We express no opinion an the plans, speciFications, maps and other engineering details of the proceedings, or upon the validity of the individual separate assessments securing the Bonds which validity depends, in addition to the legal steps required, upon the accuracy of certain of the engineering details. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement or other offering material relating to the Bonds and express no opinion with respect thereto. Based nn and subject to the foregoing, and in reliance thereon, as of the date hereof, we aze of the following opinions: 1. The Bonds constitute valid and binding special assessment obligations of the Issuer, payable solely from and secured by the unpaid assessments and certain funds held under the Resolution. 2. The Resolution has been duly adopted and constitutes a valid and binding obligation of the Issuer. 3. Interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. Interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although we observe that it is included in adjusted current earnings in calculating corporate alternative minimum taxable income. We express no opinion regarding other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. Faithfully yours, ORRICK, HERRINGTON & SLPTCLIFFE LLC per G2 APPENDIX D ASSESSMENT DIAGRAM D-~ (THIS PAGE INTENTIONALLY LEFT BLANK) r W ~ O o C z f, m ~+ U C ~y !K -. o ff ^' F wn ~.,[,i G7 rwi ~ ~$ ~1 E~ V ~ O ^H W - H ~ V] ~ ~ °>~ w \ 1 WM ~ W ~ ~ U 6 ~ ~ F x u~ W ~ ~' ~~~o o~; ~w~'~ :' U~ x a =a W w ~ w rn U rVr~~1 ~ 1 O "4 E i ' Y= q~~ °~G~ ~. 'num Uni ~i w~ ~I ~~ o' OK _~, ~o ~~ e w ' C` - ~~ ao ~~ ~~ G~ ~~v t -z n~ girvrwn~ av °avv o~ $ oleo ~r ~_g °z~"ter. 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N y N N N N yy ULLmo~! y°wq °x `W-' _~ ~ > > a ~ > j ~ ~ ~ ~ a u a za n n a ..,WWWy~~ Fy-w~ (/~ a ~Q J en- F x iV F N N N N N N~ b b b N b W 4~W~Km> pK0 q LL py °' 0000000000000000 O w ~w4~~~g aa" a o w» o o u o 0 0 0 ~ cFi v v v v U tF+ o 0 0 z _ _ W = C~~~ F O 2 APPENDIX F CONTINUING DISCLOSURE CERTIFICATES CITY OF BAKERSFIELD ASSESSMENT DISTRICT N0.43-1 (BRIGHTON PLACElSILVER CREEK II) LIl4DTED OBLIGATION IMPROVEMENT BONDS CITY CONTIN[ING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Bakersfield (the "City") in connection with the issuance by the City of $2,895,000 in aggregate principal amount of the above-referenced bonds (the "Bonds") for Assessment District No. 03-1 (Brighton PlacelSilver Creek II) (the "Assessment District"). The Bonds are being issued pursuant to a resolution authorizing issuance of the Bonds, being Resolution No. 174-04 (the "Resolution"), adopted by the City Council of the City on April 28, 2004. The City covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b}(5), as amended. Section 2. Definitions. In addition to the definitions set forth above and in the Resolution, which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined in this section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Beneficial Owner" shall mean any person who has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories, or other intermediaries). "Dissemination Agent" shall mean the City, or any successor Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation. "Fiscal Year" shall mean the 12-month period beginning on July 1 and ending on the next following June 30, unless and until changed by the Crty. "Holder" shall mean either the registered owner of any Bond, or, if the Bonds are registered in the name of DTC or another recognized depository, any Beneficial Owner or applicable participant in its depository system. "Listed Events" shall mean any of the events listed in Section 5(a} ofthis Disclosure Certificate. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The current National Repositories aze listed on the Securities and Exchange Commission website at http:(Iwwwsec.govtinfo/municipal/nrmsir.htm. "Official Statement" shall mean the fmal Official Statement, dated May 19, 2004, pertaining to the Bonds. "Participating Underwriter" shall mean UBS Financial Services Inc., and any other original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository" shall mean each National Repository and each State Repository. F-1 "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State Repository" shall mean any public or private repository or entity designated by the State of Califontia as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no State Repository. Section 3. Provision of Annual Renorts. (a) The City shall, or shall cause the Dissemination Agent to, not later than nine (9) months after the end of the City's Fiscal Year (i.e., currently not later than April 1 of each year), commencing with the report For the 2003-04 Fiscal Year, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if not available by that date. ff the City's Fiscal Yeaz changes, it shall give notice of such change in the same manner as for a Listed Event under Seciion 5{c). (b} Not later than fifteen {IS}Business Days prior to the date required in subsection {a), the City shall provide the Annual Report to the Dissemination Agent (if other than the City}. If the City is unable to provide to each Repository an Annual Report by the date required in subsection (a}, the City shall send to each Repository a notice in substantially the form attached hereto as Exhibit A. (c} The Dissemination Agent shall: {i) determine each year, prior to the date for providing the Annual Report, the name and address of each Repository, and file the Annual Report with each Repository, and (ii} if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Repoli has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided. Section 4. Content of Annual Reports. The City's Annual Report shall contain or incorporate by reference the following: {a) The audited financial statements of the City for the prior Fiscal Yeaz, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Govemmental Accounting Standards Board. If the City's audited financial statements aze not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. Notwithstanding the foregoing, each Annual Report or other filing containing the City's financial statements may include the following or other similar statement: THE FOLLOWING FINANCLAL STATEMENTS ARE PROVIDED SOLELY TO COMPLY WTIH THE SECi7RITiF,S AND EXCHANGE COMMISSION STAFF'S INTERPRETATION OF RULE 15c2-12. NO FUNDS OR ASSETS OF THE CITY OF BAKERSFIELD (OTHER THAN THE ASSESSMENTS LEVIED IN TFIE ASSESSMENT DISTRICT) ARE REQUIItED TO BE USED TO PAY DEBT SERVICE ON THE BONDS, AND TFIE CITY IS NOT OBLIGATED TO ADVANCE AVAILABLE FIJNDS FROM TFIE CITY TRE.~ISURY TO COVER ANY DELINQUENCIES. INVESTORS SHOULD NOT RELY ON TF~ FIlVANCIAL CONDITION OF THE CITY IN EVALUATING WHETHER TO BUY, HOLD, OR SELL THE BONDS. F-2 (b) The following information with respect to the City for the Fiscal Year to Gvhich the Annual Report relates, which information may be provided by its inclusion in the audited financial statements of the City for the prior Fiscal Yeaz described in subsection (a) above: (r) The principal amount of Bonds outstanding, including principal amounts and years of maturity of Bonds, if any, called for redemption in advance of maturity. (ii) The balances as of the end of such Fiscal Year in each of the following funds established pursuant to the Resolufion: {A) the Improvement Fund; (B) the Redemption Fund; and (C} the Reserve Fund. (iii} Identification of each parcel for which any installment of the unpaid assessment is delinquent, together with the following information respecting each such pazcel: (A) the amount delinquent (exclusive of late charges and monthly penalties for reinstatement); (B} the date (December 10 or April 10} of the first delinquency; (C) in the event a foreclosure complaint has been filed respecting such delinquent pazcel and such complaint has not yet been dismissed, the date on which the complaint was filed in the Kern County Superior Court; and (D) in the event a foreclosure sale has occurred respecting such delinquent parcel, a summary of the results of such foreclosure sale. (iv} A current statement of the status of completion or progress towazd completion of the public improvements described in the Official Statement under the subheading "THE ASSESSMENT DISTRICT AND THE IMPROVEMENTS -Description of the Community Areas and the Improvements." (v} A current statement of the land-secured public financing information summarized in the Official Statement under the subheading "THE BONDS -Priority of Lien." {vi} A current statement of the pazcel information set forth in Columns 5 through 9, inclusive, of APPENDIX E to the Official Statement, for both existing and future parcels. (c) In addition to any of the information expressly required to be provided under paragraphs (a) and (b) of this Section, the City shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Ciry or related public entities, which have been submitted to each of the Repositories ar the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The City shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurence of any of the following events {each, a "Listed Event") with respect to the Bonds, if material: (i) principal and interest payment delinquencies; (ii} non-payment related defaults; (iii) modifications to rights of Bond Holders; (iv) optional, contingent, or unscheduled Bond calls; (v} defeasances; (vi) rating changes; F-3 {vii} adverse tax opinions or events adversely affecting the tax-exempt status of the Bonds; {viii} unscheduled draws on the debt service reserves reflecting financial difficulties; (ix} unscheduled draws on credit enhancements reflecting financial difficulties; (x) substitution of credit or liquidity providers, or their failure to perform; or (xi} release, substitution, or sale of property securing repayment of the Bonds. (b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall as soon as possible determine if such event would be material under applicable Federal securities law. (c) If the City determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the City shall promptly file a notice of such occurrence with either (i) the Municipal Securities Rulemaking Board and the State Repository or (ii) the Repositories. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(iv) and (v} need not be given under this subsection any eazlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Resolution. Section 6. Termination of Reporting Oblisation. The City's obligations under this Disclosare Certificate shall terminate upon the legal defeasance, prior redemption, or payment in full of all of the Bonds. L` such termination occurs prior to the fmal maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Secflon 5(c). Section 7. Dissemination Aeent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations nnder this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. Section 8. Amendment: Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Section 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in Law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of natianally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c} the proposed amendment or waiver either (i) is approved by Holders of the Bonds in the manner provided in the Resolution for amendments to the Resolution with the wnsent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual fmancial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narative form, the reasons for the amendment and the impact of the change in the type of operating data or fmancial information being provided. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Ciiy shall describe such amendment in Ure next Annual Report, and shall include, as applicable, a narrafive explanation of the F-4 reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation} of financial information or operating data being presented by the City. If an amendment is made to the undertaking specifying the accounting principles [o be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or infornation prepazed on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the fmancial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison. shall be quantitative. A notice of the change in the accounting principles shall be sent to the Repositories in the same manner as for a Listed Event under Section 5(c). Section 4. Additional Information. Nothing h7 this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligafion under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the City to comply with any provision of this Disclosure Certificate any Holder or Beneficial Owner of due Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific perfornrance by court order, to cause the City to comply with its obligafions under this Disclosure Certificate. A default under this Disclosure Cerfificate shall not be deemed an Event of Default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to wmpel performance. Section 11. Duties. Immunities. and Liabilities of Dissemination A ent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees, and agents, harmless against any losses, expenses, and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees} of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter, and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Date: [Closing Date] CTTY OF BAKERSFIELD By: Finance Director F-5 E7~TI A NOTICE OF FAILURE TO FII.E ANNUAL REPORT Name of Issuer: City ofBakersfield, California Name of Bondlssue: Assessment District No. 03-1 (Brightan P1acetSilver Creek II) Limited Obligation Improvement Bonds Date of Issuance: [Closing Date] NOTICE IS HEREBY GIVEN that the City of Bakersfield, California {the "City}, has not provided an Annual Report with respect to the above-named Bonds as required. Section 4{a) of the Continuing Disclosure Certificate executed by the City on [Closing Date]. The City anticipates that the Annual Report will be filed by Dated: CITY OF BAKERSFiEI.D By: Finance Duector F-6 CITY OF BAKERSFIELD ASSESSMENT DISTRICT N0.03-1 (BRIGHTON PLACE/SILVER CREEK II) LEVBTED OBLIGATION IlYIPROVEMENT BONDS DEVELOPER'S CONTINUING DISCLOSiJRE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by Castle & Cooke California, Ioc., a California corporation (the "Developer"), in connection with the issuance by the City of Bakersfield (the "City"} of $2,895,000 in aggregate principal amount of the above-referenced bonds (the "Bonds") for Assessment District No. 03-1 (Brighton Place(Silver Creek II} (the "Assessment District"). The Bonds are being issued pursuant to a resolution authorizing issuance of the Bonds, being Resolution No. 174-04 (the "Resolution"), adopted by the City Council of the City on Apri128, 2004, The Developer covenants and agrees as follows: SECTION I. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Developer for the benefit of the City, UBS Financial Services Inc., as the underwriter of the Bonds (the "Underwriter"}, and the Holders and Beneficial Owners (each as defined below) of the Bonds in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b}{5), as amended. SECTION 2. Definitions. In addition to the definitions set forth above and in the Resolution, which apply to any capitalized term used in this Disclosure Certificate, unless otherwise defined in this section, the following capitalized terms shall have the following meanings: "Affiliate" of another Person shall mean (a) a Person duectly or indirectly owning, wntrolling, or holding with power to vote, 5% or more of the outstanding voting securities of such other Person, {b) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, conirolled, or held with power to vote by such other Person, or (c} any Person dvecily or indirectly controlling, controlled by, or under common control with, such other Person. For purposes hereof, "control" means the power to exercise a controlling influence over the management or policies of a Person, unless such power is solely the result of an official position with such Person. "Assumption Agreement" means an agreement or certificate by a Successor Developer, containing terms substantially similaz to this Disclosure Certificate, whereby such Successar Developer shall agree to provide Semi- Annual Reports and notices of Listed Events with respect to the property in the Assessment District owned by such Successor Developer and its Affiliates, if any. "Beneficial Owner" shall mean any person who has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bond or Bonds, including persons holding Bonds through nominees, depositories, or other intermediaries. "Development Plan" shall mean the specific improvements the Developer intends to make, or cause to be made, in order for the Community Area to reach the Planned Development Stage, the time frame in which such improvements aze intended to be made, and the estimated costs of such improvements. The Developer's Development Plan, as of the date hereof, is described in the Official Statement under the heading "OWNERSHIP AND PLANNED FINANCING AND DEVELOPMENT OF THE ASSESSMENT DISTRICT." "Disclosure Period" shall mean the six-month period beginning on July 1 or January 1 and ending on the next following June 30 or December 31, as applicable. F-7 "Disclosure Representative" shall mean the president, the managing member, any vice-president, or the chief financial officer of the Developer or his or her designee, or such other officer, employee, or agent as the Developer shall designate in writing to the Disseminafion Agent and the City from time to time. "Dissemination Agent" shall mean the City, or any successor Dissemination Agent designated in writing by the City and which has filed with the Ciry a written acceptance of such designation. "Event of Bankruptcy" shall mean, with respect to a Person, that such Person files a pefition or institutes a proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby such Person asks, seeks, or prays to be adjudicated a bankrupt, or is to be discharged from any or all of such Person's debts or obligations, or offers to such Person's creditors to effect a composition or extension of time to pay such Person's debts or obligations, or asks, seeks, or prays for reorganization or to effect a plan of reorganization, or for a readjustment of such Person's debts, or for any other similar relief, or if any such petition or any such proceedings of the same or similar kind or character is Filed or instituted or taken against such Person, or if a receiver of the business, property, or assets of such Person is ~ appointed by any court, or if such Person makes a general assignment for the benefit of such Person's creditors. "Financing Plan" shall mean the method by which Developer intends to finance its Development Plan, including specific sources of funding for such Development Plan. The Developer's Financing Plan, as of the date hereof; is described in the Official Statement under the heading "OWNERSHIP AND PLANNED FINANCING AND DEVELOPMENT OF THE ASSESSMENT DISTRICT." "Financial Statements" shall mean the full financial statements, special gurpose financial statements, project operating statements, or other reports reflecting the financial position of the Developer's parent company or, if such finaucial statements are prepazed separately for the Developer, reflecting the financial position of the Developer; provided that, if such financial statements or reports are otherwise prepazed as audited financial statements or reports, then "Financial Statements" means such audited financial statements or reports. The Financial Statements for the Developer or its pazent company shall consist of a balance sheet, an income statement, and a statement of cash flows, all prepazed in accordance with generally accepted accounting principles. "Holders" shall mean either the registered owners of the Bonds, or, if the Bonds are registered in the name of The Depository Tmst Company or another recognized depository, any Beneficial Owner or applicable participant in its depository system. "Listed Event" shall have the meaning given to such term in Section 5 of this Disclosure Certificate. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The current National Repositories aze listed on the Securities and Exchange Commission website at http:t/www.sec.govlinfotmunicipaUnrmsir.htm. "Official Statement" shall mean the final Official Statement dated May 19, 2004, pertaining to the Bonds. "Person" means an individual, a corporation, a partztership, an association, a joint stock company, a limited liability company, a trnst, any unincorporated organization, or a government or a political subdivision thereof. "Planned Development Stage" shall mean, with respect to any property in the Assessment District owned by the Developer or its Affiliates, if any, the stage of development to which the Developer intends to develop such property, as described in the Official Statement, which is the stage at which backbone infrastructure is in place for the applicable Community Area, and the Developer has completed construction andlor development as described in the Official Statement under the heading "OWNERSHIP AND PLANNF..D FINANCING AND DEVELOPMENT OF THE ASSESSMENT DISTRICT." "Repository" shall mean each National Repository and each State Repository. F-8 "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1434, as the same may be amended from time to time. "Semi-Annual Report" shall mean any Semi-Annual Report provided by the Developer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "State Repository" shall mean any public or private repository or entity designated by the State of California as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no State Repository. "Successor Developer" shall mean any property owner, other than the Developer or its Affiliates, which purchases property in the Assessment District for the purpose of developing the property and not merely as an end- user. SECTION 3. Provision of Semi-Annual Renorts. (a} So long as the Developer is obligated hereunder and said obligation has not been terminated pursuant to Section 6 of this Disclosure Certificate, the Developer shall provide, or shall cause [he Dissemination Agent to provide, not later than three (3) months after the end of each Disclosure Period (r.e., not later than September 30 or March 31 of each year, as applicable}, commencing with the report for the Disclosure Period ending June 30, 2004, to each Repository aSemi-Annual Report relating to the immediately preceding Disclosure Period which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Semi-Annual Report may be submitted as a single document or as sepazate documents comprising a package, and may cross- reference other information as provided in Section 4 of this Disclosure Certificate; provided, however, that if audited Financial Statements are required to be provided, such audited Financial Statements may be submitted sepazately from the balance of the Semi-Annual Report, and later than the date required above for the filing of the Semi- Annual Report, if not available by that date. (b) So long as the Developer is obligated hereunder and said obligation has not been terminated pursuant to Section 6 of this Disclosure Certificate, not later than fifteen (15}business days prior to the date required in subsection (a) hereof, the Developer shall provide the Semi-Annual Report to the Dissemination Agent. If the Developer is unable to provide, or cause to be provided, to each Repository aSemi-Annual Report by the date required in subsection (a) hereof, the Dissemination Agent shall, first, confirm that the Developer's obligation hereunder has not been terminated pursuant to Section 6 of this Disclosure Certificate, and, if the Developer is still obligated hereunder, the Dissemination Agent shall send to each Repository a notice in substantially the form attached hereto as Exhibit A. (c) The Dissemination Agent shall (i) determine each year, prior to the date for providing the Semi-Annual Report, the name and address of each Repository, and file the Semi-Annual Report with each Repository, and (ii) following the filing of the Semi-Annual Report with each Repository, file a certificate with the City and the Developer certifying that the Semi-Annual Report has been filed with each Repository pursuant to this Disclosure Certificate, stating the date on which the Semi-Annual Report was filed, and listing each Repository (by name and address) with which iY was filed. SECTION 4. Content of Semi-Annual Reports. So Long as the Developer is obligated hereunder and said obligation has not been terminated pursuant to Section 6 of this Disclosure Certificate, the Developer shall provide aSemi-Annual Report far the preceding Disclosure Period with respect to properly within the Assessment District owned by the Developer or its Affiliates, if any, which Semi-Annual Report shall contain or incorporate by reference the following: F-9 (a) The Developer shall provide a general description of progress made in the Development Plan, and any significant changes in the Development Plan, Financing Plan, or zoning during the prior Disclosure Period. The Developer shall track actual absorption relative to projected absorption according to the framework described in the Official Statement under the heading "OWNERSHIP AND PLANNED FINANCING AND DEVELOPMENT OF THE ASSESSMENT DISTRICT." The Developer shall identfy any material deviations in actual versus expected sale prices, and identify zoning changes, if any. The Developer shall also include inforntation concerning the retardation of final maps, if applicable, and information concerning the sale or transfer of property to Persons that aze not Affiliates of the Developer. The Developer shall describe any significant changes in the Financing Plan for its development project including, without limitation, changes in status of the Developer's credit line (or the credit line of any Affiliates of the Developer that own property within the Assessment District), if applicable. The Developer shall describe (i) any change in the legal structure of the Developer or of any of its ~liates that own property within the Assessment Disrict; (ii) any previously undisclosed amendments to the land use entitlements or environmental conditions or other govermnental conditions that are necessary to complete its Development Plan; or (iii) any previously undisclosed legislative, administrative, or judicial chaltenges to the Development Plan, if known. (d} Each fiscal year, one Semi-Annual Report shall make reference to the quarterly and annual financial statements of the Developer, on file with the Securities and Exchange Commission (if applicable). All such references shall contain the following caveat: The quarterly and annual reports of the Developer are referred to for informational purposes only. In the event of a failure to pay any installment of assessments, and after depletion of the Reserve Fund, the real property in the Assessment District is the sole security for the Bonds. The obligation of dte Developer to pay the unpaid assessment installments does not constitute a personal indebtedness of the Developer far which the funds or assets (other than the property in the Assessment District) of the Developer may be required, by operation of law or otherwise, to be used to pay debt service on the Bonds. It should not be inferred from the reference to the quarterly and annual reports of the Developer that the funds or assets (other than the property in the Assessment District) are available to cure any delinquencies in the payment of assessments. (e} To the extent that Financial Statements are prepazed separately for the Developer, Financial Statements prepared in accordance with generally accepted accounting principles, as in effect from time to time, shall be provided. To the extent that audited Financial Statements are prepared sepazately for the Developer, if audited Financial Statements are required to be provided and such audited Financial Statements aze not avaIlable by the time the applicable Semi-Annual Report is required to be provided pursuant to Section 2(a) of this Disclosure Certificate, dte applicable Semi-Armual Report shall contain unaudited Financial Statements, and the audited Financial Statements shall be filed in the same manner as the applicable Semi-Annual Report when they become available. Such Financial Statements shall be for the most recently ended fiscal year for the entity covered thereby. To the extent that audited Financial Statements of the Developer aze grepared, the Developer shall include such audited Financial Statements in the applicable Semi-Annual Report. To the extent that the provisions of this subsection (e) become applicable, the provisions of subsection (d} above shall cease to be applicable. All such audited Financial Statements of the Developer, if any, shall contain the following caveat: The audited financial statements of the Developer are included for informational purposes only. In the event of a failure to pay any installment of assessments, and after depletion of the Reserve Fund, the real property in the Assessment District is the sole security for the Bonds. The obligation of the Developer to pay the unpaid assessment installments does not constitute a personal indebtedness of the Developer for which the funds or assets (other than the property in the Assessment District) of the Developer may be required, by operation of law or otherwise, to be used to pay debt service on the Bonds It should not be inferred from audited fuaucial statements of the Developer that the funds or assets (other than the property in the Assessment District) are available to cure any delinquencies in the payment of assessments. F-10 (f} In addition to any of the information expressly required to be provided under this Section, the Developer shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. Any or all of the items listed above may be included by specific reference to other documents that have been submitted to eaoh of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Developer shall clearly identify each such other document so included by reference. SECTION 5. Developer's Report of Listed Events. (a) So long as the Developer is obligated hereunder and said obligation has not been terminated pursuant to Section 6 of this Disclosure Certificate, pursuant to the provisions of this Section 5, the Developer shall promptly give, or cause to be given notice of the occurrence of any of the following events (each, a "Listed Event") with respect to Developer and any of its Affiliates that own property within the Assessment Disirict: (i) Any conveyance by the Developer or any of its Affiliates to a Successor Developer or its Affiliates, if any, of property that, when aggregated with all other property in the Assessment District then-owned by such Successor Developer and its Affiliates, if any, is subject to the lien of greater than twenty percent (20%} of the annual assessment securing payment of the Bonds. {ii} Any failure of the Developer or any of its Affiliates fo pay when due general property taxes, special taxes, or assessments with respect to its property within the Assessment District. (iii) Any termination of a line of credit or loan, any termination of, or uncured material default under, any line of credit or loan, or any other loss of a source of funds that could have a material adverse affect on the Developer's most recently disclosed Financing Plan or Development Plan, if any, rn on the ability of the Developer or any of its Affiliates to pay assessment installments with respect to the Assessment District when due. (iv) The occurrence of an Event of Bankruptcy with respect to the Developer or any of its Affiliates that could have a material adverse affect on the Developer's most recently disclosed Financing Plan or Development Plan, if any, or on the ability of the Developer or any of ifs Affiliates to pay assessment installments with respect to the Assessment District when due. (v) Any significant amendments to land use entitlements for the Developer's or its Affiliates' properly in the Assessment District, if material. {vi} Any previously undisclosed governmentally-imposed preconditions to commencement or continuation of development on the Developer's or its Affiliates' property in the Assessment District, if material. (vii) Any previously undisclosed legislative, administrative, or judicial challenges to development on the Developer's or its Affiliates' property in the Assessment District, if material. (viii} Any changes, if material, in the alignment, design, or likelihood of completion of significant public improvements, including major thoroughfazes, sewers, water conveyance systems, and similaz facilities. (ix} The assumpfion of any obligations by a Successor Developer pursuant to Section 6 of this Disclosure Certificate. (b) Whenever the Developer obtains knowledge of the occurrence of a Listed Event, the Developer shall promptly notify the Dissemination Agent in writing. Such notice shall instinct the Dissemination Agent to report the occurrence pursuant to subsection (c) below. F-11 (c} If the Iissemination Agent has been instructed by the Developer to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with either (i) the Municipal Securities Rulemaking Baazd and each State Repository or (ii) the Repositories, with a wpy to the Participating Underwriter. SECTION 6. Termination of Developer's Reporting Obli ag tion. The Developer's continuing obligafion to provide aSemi-Annual Report and notices of material Listed Events will terminate upon the earlier of (1) the Legal defeasance, prior redemption, or payment in full of all of the Bonds, or (2) the date upon which the Developer and its Affiliates, if any, cease to own property in the Assessment District that, when aggregated with all other property in the Assessment District then-owned by the Developer and its Affiliates, if any, is subject to the lien of greater than twenty percent (20°fo) of the annual assessment secwing payment of the Bonds, or (3) when the Developer's Community Area has reached the Planned Development Stage. If the Developer conveys to a Successor Developer property in the Assessment District prior to the time at which such property reaches the Planned Development Stage, and such property conveyed, when aggregated with all other property in the Assessment District then-owned by such Successor Developer and its Affiliates, if any, is subject to the lien of greater than twenty percent (20%) of the annual assessment securing payment of the Bonds, then the Developer shall require a Successor Developer to enter into an Assumption Agreement, but only to the extent and upon the terms, if any, required by the Rule. SECTION 7. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist the Developer in canying out its obligations under this Discloswe Certificate, and the City may dischazge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. SECTION 8. Amendment: Waiver. Notwithstanding any other provision of this Discloswe Certificate, the Developer may amend this Discloswe Certificate, and any provision. of this Disclosure Certificate may be waived, provided that the City agrees in writing and the following wnditions aze satisfied: (a) if the amendment or waiver relates to the provisions of Section 3(a}, 4, or 5, it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, notate, or status of an obligated person with respect to the Bonds, or type of business wnducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, haue complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c} the proposed amendment or waiver either (i) is approved by Holders of the Bonds in the manner provided in the Resolution for amendments to the Resolution with the consent of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. If the annual financial information or operating data to be provided in the Semi-Annual Report is amended pursuant to the provisions hereof the first annual financial information fded pwsuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Developer shall describe such amendment in the next Semi-Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type {or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Developer. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the yeaz in which the change is made shall present a comparison F-12 between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the Developer to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the Repositories in the same manner as for a Listed Event under Section 5. SECTION 9. Additional Information. Nothing hr this Disclosure Certificate shall be deemed to prevent the Developer from disseminating any other information using the means of dissemination set forth in this Disclosure Certificate or any other means of communication or including any other information in any Semi-Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Developer chooses to include any information in any Semi-Annual Report or notice of occurrence of a Listed Event in addifion to that which is specifically required by this Disclosure Certificate, the Developer shall have no obligation under this Disclosure Certificate to update such information or include it in any fixture Semi-Annual Repor[ or notice of occurence of a Listed Event. SECTION 10. Default. In the event of a failure of the Developer to comply with any provision of taus Disclosure Certificate, the Underwriter, the City, or any Holder or Beneficial Owner of outstanding Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Developer to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Agreement shall not be deemed to be an event of default under the Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the Developer to comply with this Disclosure Certificate shall be an acfion to compel performance. SECTION 11, Duties, Immunities and Liabilifies of Dissemination Auent. The Dissemination Agent shall have only such duties as aze specifically set forth in this Disclosure Certificate, and the Developer agrees to indemnify and save the City, the Dissemination Agent, and their respective officers, directors, employees, and agents, harmless against any losses, expenses, and liabilities which either or both of them may incur arising out of or in the exercise or performance of the Developer's powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the City's or the Dissemination Agent's negligence or willful misconduct. The obligations of the Developer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 12. Beneficiaries. This Disclosure Certificate shall be binding upon the Developer and shall inure solely to the bene&t of the Developer, the Dissemination Agent, the Underwriter, the City, and the Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Date: [Closrrtg Date] CASTLE & COOI{E CALIFORNIA, INC., a California corporation By: Title: F-13 EDIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE SENII-ANNUAL REPORT Name of Developer: CASTLE & COOKS CALIFORNIA, INC., a California corporation Name of Bond Issue: CITY OF BAKERSFIELD, CALIFORNIA ASSESSMENT DISTRICT N0.03-1 (BRIGHTON PLACElSII.VER CREEK II) LEvII`I'ED OBLIGATION IMPROVEMENT BONDS Date of Issuance: [Closing Date] NOTICE IS HEREBY GIVEN that Castle & Cooke California, Inc., a California corporation (the "Developer"), has not provided aSemi-Annual Report with respect to the above-named Bonds as required by ~ Section 3 of the Developer's Continuing Disclosure Certificate, dated [Closing Date]. The Developer anticipates that the Semi-Annual Report will 6e filed by Date: THE CITY OF BAKERSFIELD, as Dissemination Agent, on behalf of CASTLE & COOKS CALIFORNIA, INC., a California corporation By: Finance Director F-14