CITY OF MERCED - CA.gov

NEW ISSUE BOOK-ENTRY-ONLY SYSTEM

NO RATING

In the opinion (f Robert Ai. Haight, Bond Counsel, based upon an analysis of existing laws, regulations. rulings, and court decisions and assuming compliance with certain covenants. interest on the Bonds is exdudedfi·om gross incmne /c>r/ederal lax purposes and is exempifrum State (!I' Ca!ijiirnia personal income taxes. In !he opinion of Bond Counsel, interest on the Bonds is not a spec[!ic preferrmce item fi,r purposes of the f.'?deral individual and cm71otale alternative minimum taxes, although Bond Counsel observes that such int,•rest is included in adjusted current earnings in calculating federal corporate ailemative minimum taxable income. Bond Counsel expresses no opinion i-eg;arding any other tax consequences caused b)" the ownership or d1sposifion of or the accrual or 1·ecdpt ff inte1·est on, the Bonds. See '"TAX MA11ERS'' herein.

Dated: Date of Delivery

$5,705,000 CITY OF MERCED

F AHRENS PARK REFUNDING REASSlISSMENT DISTRICT 2004 LIMITED OBLIGATION REFUNDING BONUS

Due: SeptembeT 2, as :;bown below

The Bonds dt,scribed herein (the "Bonds") are speci.al, limited obliga1ion bonds being issued by the City of Merced, California (the "City") 1o (a) refund the City's previously issued Fahrens Park Specific Plan Assessment Distric1 .. 2002 Limited Obligation Bonds, currently outstanding in the principal amount of$5,914,453 (the "Refunded Bonds"), {b) fund a reserve fund for the Bonds and (c) pay the costs of issuing the Bonds. The City has undertaken proceedings pursuant to the Refunding Act of 1984 tor tlie 1915 Act Improvement Bonds (Division 11.5 of the California Streeis and Highways Code) (the "Refunding Act") and confirmed reassessment, upon lands of the F ahrens Park Refunding Reassessment Distrid (the ''Reassessment District"). The Bonds are issued pursuant to the provisions of the Refonding Act, and are secured by unpaid reass1.1ssments.

The Bonds are issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York {''DTC'). and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book.entry system maintained by DTC. Ultimate purchasers of the Bonds will not receive physical certificates representing their interest in the Bonds. U.S. Bank National Association, San Francisco, California, the paying agent, registrar, and transfer agent for the Bonds (the "Paying Agent") ,vill make payments of the principal ot: premium, if any, and interest on the Bonds directly to DTC, or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the Bonds. Disbursement5 of such payments to the Beneficial Owners of the Bonds is the responsibility of DTC's Participants and Indirect Participants, as more fully described herein. See A:PI'ENDIX F ·- DTC AND THE BOOK-ENTRY ONLY SYSTEM. Intetest on the Bonds wm be payable scmfannuaHy on March 2 and September 2 of each year until maturity, commencing September 2, 2004 (each, an "Interest Payment Date").

The Bonds are subject to optional and mandatory redemption prior to their stated maturity as destribed herein.

Further development of pan:els within the Reassessment District, tmnsfors of property ownership, and other s.im.ilar circumstnn·ces could rc:mlt in prepayment of all or part of the reassessments. Such prepayment would result i11 redemption of a portion of the Bonds prior to their s,ated maturities.

Under the provisions of the Refunding Act, installments of principal and interest sufficient to meet annual debt service requirements on the Bonds shall be inclad1xl 01; the regular Merced County tax bills sent to owners of properly agains1 which there are unpaid reassessments. The portion of the annua.l insi;;llmcnts for the payment of principal and interest on the Bonds is to be paid into the Redemption Fund .. to be held by the Finance Director of the City, and wtli bc used to pay debt service on the Bonds as it becomes due.

To provide funds for payment of the Bonds and the interest thereon as a result of any delinquent reassessment installments, t.'lc City will establish a Special Reserve Fund. Additionally, the City has covenanted that, under certain circumstanc<.Js, to foreclose the lien on each delinquent assessment, as more particularly described herein.

Under certain circumstances. the City may issue additional bonds in the amount of$ l l 6,581, which are secured by tht· reassessments on a parity basis with tbe Bonds.

IF A DELINQUENCY OCCURS IN THE PA YMliNT OF ANY REASSESSMENT INSTALLMENT, THE CITY WILL HA VE i\ DUTY ONLY TO TRANSFER INTO THE REDEl\1PTlON FU£-.i1) THE AMOUNT OF THE DELINQUENCY OUT OF THE SPECIAL RESERVE FUND. nns DUTY OF THE CITY JSCONTlNUJNG DURlNG THE PERIOD OF TJEUNQUENCY, ONLY TO THE EXTENT OF FUNDS AVAILABLE FROM THE SPECIAL RESERVE FUND, liNTIL REfNSTATE:tvff:NT, REDEMl'TlON, OR SALE OF TifE DEUNQUENT PROPERTY. THERE IS NO ASSURANCE THAT SUFflCIENT FUNDS WILL BE AVAILABLE FROM THE SPECIAL RESERVE FUND FOR nns PURPOSE. THUS, ff DURING THE PERIOD OF DEUNQUENCY, THERE ARE 1NSUFFlC1ENT AVAILABLE FUNDS. A DELAY MAY OCCUR INPA YMENTS TO THE OWNERS OF DIE BONDS. IN ACCORDANCE WJTH SECTION 876(b) OF THE 1915 ACT, THE CITY HAS DETERMlNEO THAT IT \\!ILL NOT OBUGATE ITSELF TO ADVANCE HJNDS FROM ITS TREASURY TO CURE ANY DEFICIENCY lN THE REDEMPTION FUND. SEE "SPECIAL RESK FACTORS" HEREIN.

This cover page contains information for quick reference only. It is riot a summary of lhe issue. Investors must read the entire Official Stlltement to obtain information esscmial lo the ma.king of an informed investment decision.

SEE MATURITY SC'HEDVLE ON INSIDE FRONT COVER

THE BONDS ARE NOT GENERAL OBUGAT!ONS OF THE CITY, BUT ARE SPECI.AL LI.MiTED OBLIGATIONS PAYABLE SOLELY FROM SPECIAL REASSESSMENTS LEVIED UPON BENHITED PROPERTIES AND ARE NOT SECURED BY THE GENERAL TAXING POWER OF THE CITY, THE COUNTY OF MERCED (THE ·'COUNTY"), OR THE STATE OF CALIFORNIA (THE "STATE'') OR ANY POLITICAL SUBD!VJSION OF THE STATE, A.ND NEITHER THE CITY, THE COUNTY, NOR H·lE STATE NOR ANY POLITICAL SUBDIVISION OF THE STATE HAS PLEDGED ITS FULL FAITH AND CREDIT FOR THE PAYMENT OF THE HONDS.

The Boncl.v are being o.fli!red when. as, and if' issued hy the Ci(\' and fl i~sued hy the City and received by the Underwrher, sul~iecl to prior- sale and co the approval of validity by Robert /vi. Haight, Sculls Vu!iey California_ Bond Counsel. and the approval o!certain maltersfor the Cily by Gregory U Dio::, Cify Allorney cf the Ci~v of Merced. Certain other legal matters wil! he passed upon fhr the Cio· by Fulbright & Jaworski LL.P .. /,os Angeles, Cali,fbrnia. Disclosure Counsel. It is expected Iha! the Bonds in book-entry form will be aH1ilablefor delivery through the facilities of DTC in Ne,v York, New York, on or about February 12, 2004.

Date: Ft•bruary 4, 2004

MATURITY SCHEDULE

$3,615,000 Serial Bonds (Base CUSIP No. 587608)

Maturity Principal Interest Maturity Principal Interest (Sept. 2) Amount Rate Price CU SIP (Sept. 2) Amount Rate Price CUSIP

2005 $225,000 2.00% 100.00% FA3 2012 $280,000 4.40% 100.00% FH8 2006 230,000 2.50 100.00 FBl 2013 290,000 4.60 100.00 FJ4 2007 235,000 3.00 100.00 FC9 2014 310,000 4.80 100.00 FKl 2008 245,000 3.25 100.00 FD7 2015 325,000 5.00 100.00 FL9 2009 250,000 3.70 100.00 FE5 2016 340,000 5.10 100.00 FM7 2010 260,000 3.90 100.00 FF2 2017 355,000 5.20 100.00 FN5 2011 270,000 4.15 100.00 FGO

$770,000 5.30% Term Bonds Due September 2, 2019, Price 100.00% CUSIP No. 587608FQ8

$1,320,000 5.50% Term Bonds Due September 2, 2022, Price 100.00% CUSIP No. 587608FT2

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 off er 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 for such persons to make such offer, solicitation or sale.

The information set forth herein has been obtained from the City and other sources that 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 or the Underwriter. 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 or the Reassessment District since the date hereof

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.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

THE UNDERWRITER MAY OFFER AND SELL BONDS TO CERTAIN DEALERS AND OTHERS AT A PRICE LOWER THAN THE OFFERING PRICE. THE OFFERING PRICE MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER.

THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.

FORWARD-LOOKING STATEMENTS

Certain statements included or incorporated by reference in this Official Statement constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27 A of the United States Securities Act of 1933, as amended. Such statements are generally made by the Reassessment Engineer, Owners of the land subject to assessment and the real estate appraiser, and are identifiable by the terminology such as "plan," "expect," "estimate," "project," "budget" or other similar words. Such forward-looking statements include, but are not limited to, certain statements contained in the information under the caption "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS" and "OWNERSHIP; FINANCING AND DEVELOPMENT PLANS OF THE REASSESSMENT DISTRICT."

Although the City believes that the assumptions are reasonable and well founded, prospective investors must realize that any statement as to (i) the timing and availability of entitlements, permits and approvals; (ii) the availability and cost of financing; (iii) construction schedules; and (iv) the future demand for residential space within the undeveloped portion of the Reassessment District are opinion only, and the realization of any projection is subject to many factors beyond the control of the City.

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT.

Prospective investors should independently analyze each forward-looking statement and assumption that is important to their investment decision, and should consult with their own accountants, attorneys and/or investment advisors.

CITY OF MERCED

Mayor and City Council

Hubert "Hub" Walsh, Mayor Ellie Wooten, Mayor Pro Tern

Joseph Cortez, Council Member Rick Osorio, Council Member

Michele Gabriault-Acosta, Council Member Jim Sanders, Council Member Bill Spriggs, Council Member

CITY STAFF

James G. Marshall, City Manager Gregory G. Diaz, City Attorney James G. Marshall, City Clerk Dave Tucker, City Engineer

Bradley R. Grant, Finance Director

Special Services

BOND COUNSEL

Law Office of Robert M. Haight Scotts Valley, California

REASSESSMENT ENGINEER

Berryman & Renigar, Inc. Pleasanton, California

UNDERWRITER

Brandis Tallman LLC San Francisco, California

DISCLOSURE COUNSEL

Fulbright & Jaworski L.L.P. Los Angeles, California

PAYING AGENT, REGISTRAR, AND TRANSFER AGENT

U.S. Bank National Association San Francisco, California

PROPERTY APPRAISER

Sierra Valuation Consultants Modesto, California

[THIS PAGE INTENTIONALLY LEFT BLANK]

TABLE OF CONTENTS

Page

INTRODUCTORY STATEMENT ................................. 1 General ....................................................................... 1 Improvements ............................................................. 3 Reassessments ............................................................ 4 Appraisal .................................................................... 4 Security for the Bonds ................................................ 4 Special Reserve Fund ................................................. 5 Foreclosure ................................................................. 5 Reassessment Delinquencies ...................................... 6 Book-Entry-Only System ........................................... 6 Continuing Disclosure ................................................ 6 Miscellaneous ............................................................ 6

SOURCES AND USES OF FUNDS ............................... 7 THEBONDS ................................................................... 7

Purpose of the Bonds ................................................. 7 Authority For Issuance ............................................... 7 General ....................................................................... 9 Transfer and Exchange of Bonds ............................. 10 Bonds Mutilated, Destroyed, or Lost ....................... 10 Optional Redemption and Prepayment of Bonds ..... 10 Mandatory Redemption of Term of Bonds .............. 11 Effect of Redemption; Defeasance ........................... 12 Refunding Bonds ...................................................... 12 Disposition of Surplus from the Improvement Fund 12 Investment of Bond Proceeds ................................... 12 Security for the Bonds .............................................. 12 Special Reserve Fund ............................................... 14 Covenant to Commence Superior Court

Foreclosure ......................................................... 15 Priority of Lien ......................................................... 16 Additional Bonds ..................................................... 16 Tax Covenants ......................................................... 16 Debt Service Schedule ............................................. 16

THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS .................................................. 19 General ..................................................................... 19 Confirmed Reassessments; Total Value Estimate

of All Property .................................................... 20 Value to Lien Ratios ................................................ 21 Improvements ........................................................... 22 Future Reapportionments ......................................... 24

OWNERSHIP; FINANCING AND DEVELOPMENT PLANS OF THE REASSESSMENT DISTRICT ................................ 24 Ownership of Property in the Assessment

District. ............................................................... 24 The Developer. ......................................................... 25 The Financing Plan .................................................. 26 The Development Plan ............................................. 27 Sierra Appraisal of Developer-Owned Property ...... 34 Reassessment Roll .................................................... 34 Utilities ..................................................................... 34 Flood Zone X ........................................................... 3 5 Zoning -- Present Use ............................................... 35 Value of Adjacent Property ...................................... 35 Tax Delinquencies ................................................... 36 Environmental Review ............................................. 36 Overlapping Debt ..................................................... 37

SPECIAL RISK FACTORS .......................................... 37 General ..................................................................... 38

Collection of the Assessments .................................. 38 Concentration of Ownership ..................................... 39 Availability of Funds to Pay Delinquent

Reassessment Installments .................................. 39 Dependence Upon Property Owners ........................ 39 Need for Additional Financing ................................ .40 Hazardous Substances .............................................. 40 Endangered Species .................................................. 40 Factors Which May Affect Land Development ....... .41 Geologic, Topographic and Climatic Conditions ..... 41 Private Improvements - Increased Debt. ................... 42 Parity Taxes and Special Assessments ..................... 42 Subordinate Debt ...................................................... 42 Property Values ........................................................ 43 Tax Delinquencies .................................................... 43 Limited Obligation of the City Upon

Delinquency ........................................................ 44 Bankruptcy ............................................................... 44 Document Summaries; Conflicts ............................. .45 Possible Loss oflnvestment .................................... .45 Articles XIIIA and XIIIB of the California

Constitution ........................................................ 45 Articles XIIIC and XIIID of the California

Constitution ........................................................ 47 Covenant to Commence Superior Court

Foreclosure ......................................................... 48 Price Realized Upon Foreclosure ............................ .48 Refunding Bonds ...................................................... 49 Absence of Market for Bonds ................................... 50 No Bond Insurance ................................................... 50 Risk of Uninsured Property Loss .............................. 50 Loss of Tax Exemption ............................................ 50 No Independent Representation ................................ 50

ENFORCEABILITY OF REMEDIES ........................... 50 ABSENCE OF MATERIAL LITIGATION .................. 51 CERTAIN INFORMATION CONCERNING

THE CITY ................................................................ 51 TAX MATTERS ............................................................ 51 APPROVAL OF LEGALITY ........................................ 52 UNDERWRITING ......................................................... 52 NO RATING .................................................................. 52 CONTINUING DISCLOSURE ..................................... 53 MISCELLANEOUS ....................................................... 53 APPENDIX A - CITY OF MERCED ECONOMIC,

FINANCIAL AND DEMOGRAPHIC INFORMATION .................................................... A-1

APPENDIX B - FORM OF OPINION OF BOND COUNSEL ............................................................. B-1

APPENDIX C-REASSESSMENT DIAGRAM ........ C-1 APPENDIX D - ISSUER'S CONTINUING

DISCLOSURE CERTIFICATE and DEVELOPER'S CONTINUING DISCLOSURE CERTIFICATE ............................. D-1

APPENDIX E - APPRAISAL REPORT ..................... E-1 APPENDIX F - DTC AND BOOK-ENTRY ONLY

SYSTEM ................................................................ F-1 APPENDIX G- REASSESSMENT ROLL ................ G-1 APPENDIX H - REASSESSMENT ENGINEER'S

REPORT ................................................................ H-1

MILES TO MAJOR MARKETS

San Francisco

OFFICIAL STATEMENT

$5,705,000 CITY OF MERCED

FARRENS PARK REFUNDING REASSESSMENT DISTRICT 2004 Limited Obligation Refunding Bonds

INTRODUCTORY STATEMENT

The description and summaries of various documents hereinafter set forth do not purport to be comprehensive or definitive, and reference is made to each document for the complete details of all terms and conditions. All statements herein are qualified in their entirety by reference to each document. All capitalized terms used in this Official Statement and not otherwise defined herein have the same meaning as in the Bond Resolution (defined below).

General

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 Merced, California (the "City"), of $5,705,000 in principal amount of its City of Merced, Fahrens Park Refunding Reassessment District, 2004 Limited Obligation Refunding Bonds (the "Bonds"). The Bonds are issued pursuant to the Refunding Act of 1984 for the 1915 Act Improvement Bonds (Division 11. 5 of the California Streets and Highways Code) ( the "Refunding Act"), the Improvement Bond Act of 1915 (Division 10 of the California Streets and Highways Code) (the "1915 Act") and Resolution No. 2004-16, adopted by the City Council of the City ( the "City Council") on January 20, 2004 (the "Bond Resolution") for the purpose of (a) refunding the City's previously issued Fahrens Park Specific Plan Assessment District, 2002 Limited Obligation Bonds currently outstanding in the principal amount of $5,914,453 (the "Refunded Bonds"), (b) funding a reserve fund and ( c) paying the costs of issuance for the Bonds.

The City confirmed reassessments (the "Reassessments") upon lands of the Fahrens Park Refunding Reassessment District (the "Reassessment District") and the unpaid Reassessments secure the Bonds.

The Refunded Bonds were issued pursuant to the 1915 Act, and Resolution No. 2002-7, adopted by the City Council on January 22, 2002, to finance the acquisition of certain public improvements specially benefiting properties located within the boundaries of the City's Fahrens Park Specific Plan Assessment District (the "Assessment District"). See "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS" herein for a description of the improvements and their status of completion.

The original assessment district, Fahrens Park Specific Plan Assessment District (the "Assessment District"), was formed in 2001 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"). Proceedings for the formation of the Assessment District were commenced in May 2000 by the City Council pursuant to a property owner petition filed by Dunmore Homes, LLC, general partner of Fahrens Park, a California Limited Partnership (the "Developer"), as owners at such time of approximately 132.25 acres of the total 147.25 assessed acres within the Assessment District, which is on file with the City Clerk of the City.

The Reassessment District consists of 449 separate assessed parcels under three categories of ownership (individually, an "Ownership") which are identified as follows:

(1) "Developed Property." (223 Parcels) Developed Property consists of two hundred twenty-three (223) single-family residences sold by the Developer to individual homeowners and occupied beginning in 2001 until December 31, 2003, consisting of (a) all 120 lots within the first phase known as "Creekside," (b) 61 lots within the second phase known as "Copper Creek" and (c) 42 lots within the third phase known as "Silver Creek"

(2) "Developer-Owned Property." (224 Parcels) Developer-Owned Property consists of 351 lots within the Reassessment District in which the Developer is presently in various stages of the land development process for single-family residential homes. The Developer-Owned Property includes fully developed but unsold parcels (7 model homes), parcels with homes under construction (17 lots), finished lots (168) and parcels currently going through the site development planning, entitlement approval and subdivision approval process. Since the date of the Preliminary Official Statement, 4 more homes have been sold and closed escrow.

(3) "Adjacent Property." (2 Parcels) Adjacent property consists of the following:

Assessment No. 68. Sutin R. Pate( as owner of Assessment No. 68 and which has a confirmed reassessment of $116,211.35 and a Bond Lien (as hereafter defined) of $16,909.85 is an undeveloped parcel consisting of 2.50 acres and which parcel is zoned Planned Development No. 9 (mixed use) and is designated as low-density residential of 6-12 units per acre. This parcel will be subject to a requirement of a reappraisal and reassessment upon future development. See "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS."

Assessment No. 70. Fahrens Park, a partnership (affiliated with Dunmore Homes and the Developer), as owner of Assessment No. 70 and which has a confirmed assessment of $55,093.34 and a Bond Lien of $37,813.32 is an undeveloped parcel consisting of 1.10 acres and which parcel is zoned R-1, single-family residential. This parcel will be subject to a requirement of a reappraisal and reassessment upon future development. See "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS."

The Developed Property, the Developer-Owned Property and the Adjacent Property shall be referred to herein as the "Benefit Area" or the "Reassessment District." Below is a table showing the ownership categories and their Reassessments.

* Change from Preliminary Official Statement. Previous ownership information was based on County Assessor roll. Information of August 2003 sale of property was obtained following printing of Preliminary Official Statement.

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CITY OF MERCED Fahrens Park Refunding Reassessment District Owner Categories and Amount of Reassessment

Percent of Total Owner Reassessment

Individual Homeowners (Developed Property - 223 lots)

Fahrens Park LP (Developer - 3 51 lots)

Adjacent Property

Source: Complied from Reassessment Engineer's Report. *Bond Lien is shown for Adjacent Property.

$2,340,387

$3,319,890

$54,723*

Reassessment

40.95%

58.09%

0.96%

The Developed Property consists of fully developed parcels with individual homeowners. The Developer-Owned Property is presently in various stages of the land development process ranging from fully developed but unsold parcels, parcels with homes under construction, finished lots and parcels currently going through the site development planning, entitlement approval and subdivision approval process. The Adjacent Property consists of undeveloped parcels.

The Reassessment District boundaries are shown on the reassessment diagram entitled "REASSESSMENT DIAGRAM OF CITY OF MERCED F AHRENS PARK REFUNDING REASSESSMENT DISTRICT, COUNTY OF MERCED, STATE OF CALIFORNIA," a copy of which reassessment diagram is attached hereto as APPENDIX C. For a further description of the Reassessment District, see "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS -General" and " -- Confirmed Reassessments; Total Value Estimate of All Property" below.

Improvements

Much of the improvement systems to be financed pursuant to the Assessment District proceedings ( collectively, the "Improvements") have been completed by the Developer and approximately 60% have been acquired by the City. The Improvements are generally described as (i) the acquisition of certain street, water, sanitary sewer, and storm water drainage infrastructure improvements, as applicable for each of the three Ownerships that will be owned, operated, and maintained by the City, and (ii) the payment of certain improvement, assessment proceeding, and Bond issuance incidental costs and expenses related to the Improvement acquisitions and assessment proceedings. The Improvements described in clause (i) above were to be constructed by the Developer and acquired by the City, pursuant to an acquisition agreement between the City and the Developer approved July 2, 2001.

The scope of the Improvements includes the acquisition by the City of off-site subdivision improvements and the payment of incidental costs that are either already required or that are expected by the Developer to be required to be installed as conditions of final subdivision or site plan approvals, as applicable, within the Benefit Area. The costs financed by the Assessment District for the acquisition of the respective Improvements located within any of the Benefit Areas have been allocated only to the parcels that are located within the specific Benefit Areas to be served by those Improvements. For a further description of the Improvements, see "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS" below.

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Reassessments

The land within the Benefit 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 REASSESSMENT DISTRICT AND THE IMPROVEMENTS -Improvement." On January 22, 2002, the City Council, pursuant to Resolution No. 2001-63, confirmed the amount of assessments remaining unpaid for the Assessment District in the aggregate amount of $6,238,428.87. On January 20, 2004, the City Council pursuant to Resolution No. 2004-16 and the Refunding Act, confirmed the amount of the Reassessments for the Reassessment District in the aggregate amount of $5,831,581. The principal amount of Bonds to be issued is $5,705,000 (the "Bond Lien") and the Bonds are secured by the Bond Lien as hereinafter described under the heading "THE BONDS -- Security for the Bonds" and "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS."

Appraisal

The City has received an appraisal of the Developer-Owned Property within the Benefit Area, from Sierra Valuation Consultants, Modesto, California (the "Sierra Appraiser"), dated as of January 19, 2004 (the "Sierra Appraisal"). See APPENDIX E-APPRAISAL REPORT.

In 2001, the City obtained an appraisal prepared by James G. Palmer Appraisals, Inc., Modesto California (the "Palmer Appraiser"), dated as of October 8, 2001 (the "Palmer Appraisal"), of the Adjacent Property. THE CITY DID NOT UNDERTAKE TO OBTAIN A NEW APPRAISAL OR UPDATE THE PALMER APPRAISAL FOR THE REASSESSMENT DISTRICT PROCEEDINGS. Value for Assessment No. 70 of the Adjacent Property has been estimated based on the Palmer Appraisal while Assessment No. 68 of the Adjacent Property has been estimated based on recent sales price.

See "OWNERSHIP; FINANCING AND DEVELOPMENT PLANS OF THE REASSESSMENT DISTRICT - Sierra Appraisal of Developer-Owned Property" and "- Value of Adjacent Property" for a summary of the Appraisals and the assumptions and limitations set forth therein regarding the appraised valuations herein set forth. Certain considerations relating to the Appraisal are discussed under the heading "SPECIAL RISK FACTORS." Also see "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS."

See APPENDIX G for a listing of the amount of reassessment lien against each parcel. See "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS" and "OWNERSHIP; FINANCING AND DEVELOPMENT PLANS OF THE REASSESSMENT DISTRICT -- The Development Plan" for descriptions of the Benefit Areas and the Developer's present plans for the development of the Developer-Owned Property.

Security for the Bonds

The Bonds are issued upon and secured by the unpaid Bond Liens against the property in the Reassessment District and, together with interest thereon, constitute a trust fund for the redemption and payment of the principal of the Bonds and the interest thereon. All the Bonds are secured by the moneys in the Redemption Fund created pursuant to the reassessment proceedings and by the unpaid Bond Liens levied to provide for payment of the refunding of the Refunded Bonds. The Bonds, including principal of and interest on, are payable exclusively out of the Redemption Fund. The

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unpaid Bond Liens represent fixed liens on the parcels of land reassessed under the proceedings. They do not, however, constitute the personal indebtedness of the owners of said parcels.

Under the provisions of the Refunding Act and the 1915 Act, reassessment installments sufficient to meet annual debt service on the Bonds are to be collected on the regular Merced County tax bills sent to owners of property within the Reassessment District against which there are unpaid Reassessments. 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 reassessment against that property bears to the total of unpaid Bond Liens within the Reassessment District.

The Bonds are not secured by the general taxing power of the City, the County of Merced (the "County"), or the State of California (the "State") or any political subdivision of the State, and neither the City, the County, nor the State nor any political subdivision of the State has pledged its full faith and credit for the payment of the Bonds.

The acquisition of the Improvements is payable out of the Improvement Fund created pursuant to the prior proceedings of the Assessment District.

Under certain circumstances, the City may issue additional bonds in the amount of $116,581, which are secured by the reassessments on a parity basis with the Bonds. See "THE BONDS -Additional Bonds."

Special Reserve Fund

The Special Reserve Fund will be maintained, from assessment installment payments and from proceeds of redemption or sale of parcels with assessment delinquencies. Initially the Special Reserve Fund will be funded in the amount of $250,626.53 from Bond proceeds and, thereafter, the City shall deposit from the April 10, 2004 assessment collection posted to the 2003-04 Merced County Tax Rolls for the Refunded Bonds the sum of $14,655.97, which Special Reserve Fund shall then total $265,282.50 or 4.65% of the par amount of Bonds to be issued, less any amounts transferred to the Redemption Fund when reassessments are paid off following the issuance of the Bonds, as determined from time to time (the "Reserve Requirement"). Amounts in the Special Reserve Fund will be transferred to the Redemption Fund in the event of delinquencies in the payment of the reassessment installments to the extent of such delinquencies. See "THE BONDS -Special Reserve Fund."

Foreclosure

Additionally, the City has covenanted that it will, no later than October 1 in any year, file an action in the Superior Court of Merced County to foreclose the lien on each delinquent assessment if (i) the sum of unsecured reassessment delinquencies for the preceding fiscal year exceeds 5% of the reassessment installments posted to the tax roll for that fiscal year 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" below.

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Reassessment Delinquencies

If a delinquency occurs in the payment of any reassessment 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, there are insufficient moneys in the Special Reserve Fund, a delay may occur in payments to the owners of the Bonds. There are 9 delinquent parcels for the 2003-04 tax year resulting in a delinquency rate for the Reassessment District of 3.0% based on available information from the County. The amount of the largest single delinquency is $539.30.

As authorized by the Refunding Act and 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 a reassessment installment 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.

An investment in the Bonds involves risk For a discussion of certain risk factors associated with an investment in the Bonds, see "SPECIAL RISK FACTORS."

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 APPENDIX F- DTC AND BOOK-ENTRY-ONLY SYSTEM.

Continuing Disclosure

The City and the Developer have each covenanted for the benefit of Bondholders to provide an annual report (the "Annual Report"), containing certain financial information and operating data relating to the Assessment District, the Reassessment District and the property in the Reassessment District and to provide notices of the occurrence of certain enumerated events, if material. The City and the Developer each have retained the services of U.S. Bank National Association, as Dissemination Agent, to file an Annual Report with each Nationally Recognized Municipal Securities Information Repository. The City and the Developer have filed their annual reports for fiscal years 2002-03 and 2003-04. See "CONTINUING DISCLOSURE" below.

Miscellaneous

Set forth below are brief descriptions of the Bonds, the Reassessment District, the Improvements, the City, the Bond Resolution, the Developer, and certain other matters. Such descriptions and the discussions and information contained herein do not purport to be comprehensive or definitive. All reference in this Official Statement to documents, the Bonds, and the assessment and reassessment proceedings are qualified in their 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 the Official Statement may be obtained from the

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City. The City's address for such purpose is: City of Merced, 678 West 18th Street, Merced, California 95340, Attention: Finance Director.

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 terms of the Bond Resolution in the amounts set forth below. The moneys in the Escrow Fund established for the Bonds will be used to refund the Refunded Bonds 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.

The estimated sources and uses of funds for the Bonds are summarized as follows:

SOURCES OF FUNDS

Principal Amount of Bonds Plus: Available funds of Refunded Bonds Total:

Escrow Fund (ll

Special Reserve Fund <2l Costs oflssuance <3l

Contingency Total:

USES OF FUNDS

(1) Includes $1,010,287.14 from available funds of Refunded Bonds.

$5,705,000.00 1,010,287.14

$6715287.14

$6,262, 056. 90 250,626.53 200,780.00

1 823.71 $6715287.14

(2) Initial Reserve Fund amount from Bond proceeds is $250,626,53, which will increase to $265,282.50 following the September 2, 2004 debt service payment from a deposit of$14,655.97 from the 2004 2003-04 assessments instalhnents due April 10, 2004.

(3) Includes underwriter discount, bond counsel and disclosure counsel fees, printing, appraisal, paying agent fees, reassessment engineer and audit acquisition engineering and other miscellaneous expenses.

THE BONDS

Purpose of the Bonds

Proceeds from the sale of the Bonds will be used to refund the Refunded Bonds, fund an initial deposit to the Special Reserve Fund, and fund the costs of issuance of the Bonds.

Authority For Issuance

The Assessment District proceedings were conducted pursuant to the 1913 Act and Resolution of Intention No. 2000-33, adopted by the City Council of the City on May 1, 2000. The Refunded Bonds, which represent the unpaid assessments levied against privately owned property in the Assessment District, were issued pursuant to the provisions of the 1915 Act and the Bond Resolution No. 2002-7 approving the issuance of the Refunded Bonds under the 1915 Act and the terms thereof.

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In the proceedings used by the City for the Assessment District, all costs were either estimated or ascertained prior to the construction or acquisition of the improvements, right-of-way, or property involved. Under such proceedings, the assessments are then levied, cash collections are made and bonds are sold representing unpaid assessments.

The proceedings for the Assessment District were initiated by a petition filed with the City Council and signed by the Developer, the owner of more than 60% of the property within the Assessment District at the time of such filing. The property owner petition was accepted by Resolution No. 2000-31 of the City Council adopted on May 1, 2000.

After the proceedings were initiated, Berryman & Renigar, Pleasanton, California (the "Assessment Engineer"), prepared a written report, which ,contained among other things, the list of improvement costs and the amount of the assessments to be levied against the parcels in the Assessment District. The assessments were spread among the parcels within the Assessment District pursuant to the 1913 Act and Article XIIID of the Constitution of the State of California. (See "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS" herein.)

The original Assessment Engineer's written report was filed and confirmed by the City Council on September 4, 2001, and an amendment thereto was approved on January 22, 2002. On August 20, 2001, a public meeting was held and an election conducted at which 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 heard at the hearing and to vote for or against the levy of the assessment, with each landowner having the right to vote its proportionate amount of their assessment. The result of the election as certified by the City Clerk was that $5,877,950.81 of assessment voted in favor thereof and $23, 762.26 of assessment voted against. The City Clerk certified that the election passed by 96. 88% of the vote thereof.

Upon conclusion of the hearing, the City Council adopted its resolution confirming 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 final written report (the "Engineer's Report"). After confirmation, the assessments became liens against the assessed parcels by recordation of a notice of assessment. Only the assessment upon Assessment No. 69 was paid in cash leaving an unpaid lien of $6,23 8, 428. 87.

Pursuant to the Refunding Act, the City may issue refunding bonds for the purpose of redeeming the Refunded 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 Refunded 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 there corresponding 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 installments 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 Refunded Bonds; and

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(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 District. 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 Refunded Bonds be exchanged for refunding bonds on any basis that the City Council determines is for the City's benefit, if the Owners consent to the exchange. As an alternative to exchanging the refunding bonds for the Refunded 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 Refunded Bonds as they become due, or advance the maturity of the Refunded Bonds and pay the principal of and interest and redemption premium thereon.

Due to potential cost savings to the owners of the land within the Assessment District, on January 20, 2004, the City Council undertook proceedings pursuant to the Refunding Act to levy reassessments and issue refunding bonds pursuant to the Refunding Act. Berryman & Renigar, Pleasanton, California ( the "Reassessment Engineer") prepared a written report, which contained, among other things, the new reassessments, the boundaries of the Reassessment District, the estimated cost of the reassessment, the estimated annual installment of principal and interest on the reassessments, that the reassessment installments were less than the corresponding original assessment installments, each assessment was reduced by the same percentage, and that the final maturity of the Bonds does not exceed the final maturity of the Refunded Bonds.

The Reassessment Engineer's written report was filed and confirmed by the City Council on January 20, 2004 and the City Council adopted its resolution confirming the Reassessments in the amount of $5,705,000. After confirmation, the Reassessments in the amount of $5,705,000 became liens against the reassessed parcels by recordation of a notice of reassessment. Pursuant to the Bond Resolution the City authorized the issuance of the Bonds in the aggregate principal amount of $5,705,000. The City Council chose to use the proceeds of the Bonds to refund the Refunded Bonds on March 2, 2004.

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.

The Bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC," together with any successor securities depository, the "Securities Depository"). DTC will act as Securities Depository for the Bonds so purchased. Individual purchases will be made only in book-entry form. Purchasers will not receive physical certificates representing their beneficial ownership interest in the Bonds. So long as the Bonds are registered in the name of Cede & Co., payment of the principal of, premium, if any, and interest on the Bonds will be payable to DTC or its nominee. DTC in turn will remit such payments to DTC Participants for subsequent disbursement to the Beneficial Owners. See APPENDIX FDTC AND THE BOOK-ENTRY ONLY SYSTEM.

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Interest on the Bonds is payable September 2, 2004, and thereafter semiannually on March 2 and September 2 of each year ( each an "Interest Payment Date"). Principal of, 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 in San Francisco, California, as paying agent, registrar, and transfer agent (the "Paying Agent"), 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 Bonds 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).

Tran sf er and Exchange of Bonds

Any Bond may be transferred or exchanged upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer or authorization for exchange, duly executed in a form acceptable to 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.

Bonds 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 only 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 destruction 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.

Optional Redemption and Prepayment of Bonds

Any Bond or any portion thereof in the amount of $5,000 or any integral multiple thereof may be called for redemption prior to maturity on any Interest Payment Date from any source, including the prepayment of Reassessments, upon payment of the principal balance thereof, plus accrued interest to the date of redemption, at the following redemption prices:

Redemption Dates

On or before March 2, 2009 September 2, 2009 or March 2, 2010 September 2, 2010 or March 2, 2011

September 2, 2011 and thereafter

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Redemption Price

103.0% 102.0% 101.0% 100.0%

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 Bond called for redemption by registered or certified mail or by personal service at least 30 days prior to the redemption date, as provided in the 1915 Act. In 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 parcels in the Reassessment 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 their stated maturities.

Mandatory Redemption of Term Bonds

The Term Bonds maturing on September 2, 2019 are subject to mandatory redemption in part prior to their stated maturity from mandatory payments made pursuant to the Bond Resolution. The redemption shall occur on September 2 in the following years and in the following principal amounts, together with interest accrued on such amounts to the date fixed for redemption, and shall be without premium:

2018 2019*

*Maturity

Principal Amount

$375,000 395,000

The Term Bonds maturing on September 2, 2022 are subject to mandatory redemption in part prior to their stated maturity from mandatory payments made pursuant to the Bond Resolution. The redemption shall occur on September 2 in the following years and in the following principal amounts, together with interest accrued on such amounts to the date fixed for redemption, and shall be without premium:

2020 2021 2022*

*Maturity

Principal Amount

$415,000 440,000 465,000

If the Bonds are redeemed in part, as described above under the subheading "-- Optional Redemption and Prepayment of Bonds," the principal of the Bonds to be redeemed on each of the mandatory payment dates set forth above shall be modified by deducting the principal amount of the Bonds redeemed in $5,000 increments as proportionately as practicable from the principal amounts set forth above.

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Effect of Redemption; Def easance

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 portion 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.

Refunding Bonds

Pursuant to the Refunding Act, the City may issue refunding bonds for the purpose of redeeming the Bonds. See discussion under "Authority for Issuance" above.

Disposition of Surplus from the Improvement Fund

The amount of any surplus remaining in the Improvement Fund after completion of the acquisition of the Improvements and payment of all claims shall be applied as a credit to the assessments or to call Bonds, all as provided in the 1913 Act.

Investment of Bond Proceeds

Moneys held in the Escrow, 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 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 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 Earnings Fund will be transferred, 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 Reassessments or for the advance retirement of Bonds.

Security for the Bonds

The Bonds are issued upon and secured by the unpaid Reassessments against the property in the Reassessment District, together with interest thereon, and said unpaid Reassessments, together with interest thereon, constitute a trust fund for the redemption and payment of the principal of the Bonds and the interest thereon. The Bonds are further secured by the moneys in the Redemption Fund and the Special Reserve Fund created pursuant to the reassessment proceedings. Principal of and interest and redemption premiums, if any, on the Bonds are payable exclusively out of the Redemption Fund.

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The Reassessments and each installment thereof and any interest and penalties thereon constitute a lien against the parcels of land on which the Reassessments are levied until the same are paid. Such lien is subordinate to all fixed special assessment liens imposed upon the same property prior to the original assessments, 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 coequal 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.

There are no prior special tax liens against the parcels in the Reassessment District that secure payment of the Bonds that will rank on a parity with the Reassessments that secure payment of the Bonds. See "THE BONDS -- Priority of Lien" below.

Unpaid Reassessments do not constitute a personal indebtedness of the owners of the parcels within the Reassessment District and the owners have made no commitment to pay the principal of or interest on the Bonds or to support payment of the Bonds in any manner. In the event of delinquency, proceedings may be conducted only against the real property securing the delinquent Reassessment. Thus, the value of the real property within the Reassessment District is a critical factor in determining the investment quality of the Bonds. See APPENDIX E - APPRAISAL REPORT herein. The unpaid Reassessments are not required to be paid upon sale of property within the Reassessment District. There is no assurance the owners will be able to pay the Reassessment installments or that they shall pay such installments even though financially able to do so. See "SPECIAL RISK FACTORS."

The Bonds are not secured by the general taxing power of the City, the County, or the State or any political subdivision of the State, and neither the City, the County, the State nor any political subdivision of the State has pledged its full faith and credit for the payment thereof.

The unpaid Reassessments will be collected in semi-annual installments, together with interest on the declining balance, on the Merced County tax roll on which general taxes on real property are collected, and are 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, and the property upon which the Reassessments were levied is subject to the same provisions for sale and redemption as are properties for nonpayment of general taxes. These annual installments are to be paid into the Redemption Fund, which will be held by the Finance Director 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 Reassessment District subject to the Reassessments 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 Reassessment District, and in addition to any fee charged by the City pursuant to Section 8682 and 8682.1 of the Street and Highway Code, an amount of not more than 2% of the annual installment of principal and interest on the Bonds may be charged to cover the administrative charges of the City.

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Special Reserve Fund

The Special Reserve Fund will be maintained, from assessment installment payments and from proceeds of redemption or sale of parcels with assessment delinquencies. Initially the Special Reserve Fund will be funded in the amount of $250,626.53 from Bond proceeds and, thereafter, the City shall deposit from the April 10, 2004 assessment collection posted to the 2003-04 Merced County Tax Rolls for the Refunded Bonds the sum of $14,655.97, which Special Reserve Fund shall then total $265,282.50 or 4.65% of the par amount of Bonds to be issued, less any amounts transferred to the Redemption Fund when reassessments are paid off following the issuance of the Bonds, as determined from time to time and shall constitute the Reserve Requirement. The Special Reserve Fund will constitute a trust 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 transferred from the Special Reserve Fund, to the extent of available funds, to the Redemption 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 Reassessments 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 the redemption or sale of delinquent parcels, payments to the Owners of the Bonds will be dependent upon reimbursement of the Special Reserve Fund.

(b) If any Reassessment or any portion thereof is prepaid prior to the final maturity of the Bonds, the amount of principal of the Reassessment 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 Reassessment bears to the total amount of unpaid Reassessments 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 year, such moneys shall be transferred to 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" above.

( 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 property 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 Reassessment District; provided, however, that, if the excess is less than $1,000, such excess may be transferred by the Finance Director to the General Fund of the City.

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The need to make advances from the Special Reserve Fund may result in its total depletion prior to reimbursement from the redemption or sale of delinquent parcels. 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.

If there are 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 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 which has accrued or will accrue thereon. Thereafter, as moneys representing payments of the Reassessments are periodically deposited into the Redemption Fund, similar 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: (1) 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 the Bonds not being fully paid on the due dates. Such matured Bonds would not be fully redeemed and such delayed interest would not be paid until funds are available from a foreclosure sale of the property having the delinquent Reassessment installments.

Covenant to Commence Superior Court Foreclosure

The 1915 Act provides that in the event any Reassessment 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 Reassessment. In such an action, the real property subject to the unpaid Reassessment 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 Owners that, in the event any Reassessment 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 Merced County to foreclose the lien on each delinquent assessment if (i) the sum of unsecured Reassessment delinquencies for the preceding fiscal year exceeds 5% of the Reassessment installments 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 foreclosure or foreclosures are necessary, there may be a delay in payments to Owners 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."

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Priority of Lien

Each Reassessment (and any re-reassessment) and each installment thereof, and any interest and penalties thereon, constitute 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 imposed upon the same property prior to the imposition of the original assessment lien under the Assessment District, 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.

Except for the lien known as the Merced County Mosquito Abatement District Assessment, which is levied at $8.00 per lot to each of the subject lots, and the Fahrens Park Maintenance District Assessment that is levied at an annual rate of $32.14 per lot, the City reports that there are no other special tax or assessment liens against the parcels in the Reassessment District. Therefore, none of the Reassessments against property in the Reassessment District that secure the Bonds will be subordinate to any other fixed special assessment liens.

Additional Bonds

Regarding the Adjacent Property, the City has provided in the Bond Resolution that upon the recordation of a final map and the division of the Adjacent Property into additional parcels, that a reappraisal and reassessment of the parcels shall be made and that additional bonds ( the "Additional Bonds") may be issued by the City up to one-third (1/3) of the quick sale value as determined by the appraiser up to a cumulative of not to exceed the maximum of the confirmed Reassessments of the Adjacent Property. The proceeds of the Additional Bonds, or cash if owner pays in cash, shall be deposited in and credited to a reimbursement fund for the purpose of reimbursing costs of the improvements. In no event will the Additional Bonds exceed $116,581.

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 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 14l(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 are, at the time, applicable and in effect.

Debt Service Schedule

Set forth below is the debt service schedule for the Bonds.

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Year

09/02/04 03/02/05 09/02/05 03/02/06 09/02/06 03/02/07 09/02/07 03/02/08 09/02/08 03/02/09 09/02/09 03/02/10 09/02/10 03/02/11 09/02/11 03/02/12 09/02/12 03/02/13 09/02/13 03/02/14 09/02/14 03/02/15 09/02/15 03/02/16 09/02/16 03/02/17 09/02/17 03/02/18 09/02/18 03/02/19 09/02/19 03/02/20 09/02/20 03/02/21 09/02/21 03/02/22 09/02/22

CITY OF MERCED Fahrens Park Refunding Reassessment District

2004 Limited Obligation Refunding Bonds Annual Bond Debt Service

Principal Maturing

$225,000.00

230,000.00

235,000.00

245,000.00

250,000.00

260,000.00

270,000.00

280,000.00

290,000.00

310,000.00

325,000.00

340,000.00

355,000.00

375,000.00

395,000.00

415,000.00

440,000.00

465,000.00

Interest

$145,476.39 130,928.75 130,928.75 128,678.75 128,678.75 125,803.75 125,803.75 122,278.75 122,278.75 118,297.50 118,297.50 113,672.50 113,672.50 108,602.50 108,602.50 103,000.00 103,000.00 96,840.00 96,840.00 90,170.00 90,170.00 82,730.00 82,730.00 74,605.00 74,605.00 65,935.00 65,935.00 56,705.00 56,705.00 46,767.50 46,767.50 36,300.00 36,300.00 24,887.50 24,887.50 12,787.50 12,787.50

Total Bond Debt Service

$145,476.39 130,928.75 355,928.75 128,678.75 358,678.75 125,803.75 360,803.75 122,278.75 367,278.75 118,297.50 368,297.50 113,672.50 373,672.50 108,602.50 378,602.50 103,000.00 383,000.00

96,840.00 386,840.00

90,170.00 400,170.00

82,730.00 407,730.00

74,605.00 414,605.00

65,935.00 420,935.00

56,705.00 431,705.00

46,767.50 441,767.50

36,300.00 451,300.00

24,887.50 464,887.50

12,787.50 477,787.50

Fiscal Year Debt Service

$145,476.39

486,857.50

487,357.50

486,607.50

489,557.50

486,595.00

487,345.00

487,205.00

486,000.00

483,680.00

490,340.00

490,460.00

489,210.00

486,870.00

488,410.00

488,535.00

487,600.00

489,775.00

490,575.00

__ TOTAL:__ $5,705,000.00 _$3,223,456.39 _$8,928,456.39 _$8,928,456.39 _ Source: Underwriter

17

THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS

The information under this heading is taken primarily from the Engineer's Report for the Assessment District and the Reassessment Engineer's Report prepared by Berryman & Henigar, Pleasanton, California, which Reports are on file with the City, and from information provided by the Developer and the Sierra Appraiser.

General

Properties with the boundaries of the original Assessment District and the Reassessment District are located north of Buena Vista Drive ( extended), south of Yosemite Avenue ( extended) and between Highway 59 and North "R" Street, in the northwestern portion of the City. The Assessment District was formed in accordance with the 1913 Act and the Reassessment District was formed pursuant to the Refunding Act. Proceedings for the formation of the Assessment District were commenced by the City Council pursuant to a property owner petition signed by the Developer, as the owner at the date of the filing thereof of more than 60% of the land area within the Assessment District, which petition was approved by the City Council on May 1, 2000.

The Benefit Areas of the Assessment District encompasses a composite area of approximately 147.25 net assessed acres and consists of 449 separate assessed parcels under three separate categories of ownership: the Developed Property, the Developer-Owned Property and the Adjacent Property. See "INTRODUCTORY STATEMENT - General" for a detailed description of the categories.

The scope of the Improvements which were financed and remain to be financed pursuant to the Assessment District proceedings are generally described as (i) the acquisition of certain street, water, sanitary sewer, and storm water drainage infrastructure improvements, as applicable, that will benefit each of the Benefit Areas that will be owned, operated, and maintained by the City, and (ii) the payment of certain improvement, assessment proceeding, and Bond issuance incidental costs and expenses related to the Improvement acquisitions and assessment proceedings.

The Improvements described in (i) above were to be constructed by the Developer and acquired by the City, pursuant to an Agreement for the Acquisition of Public Improvements and Reimbursement effective as of July 2, 2001 (the "Acquisition Agreement"), between the City and the Developer. The Acquisition Agreement sets forth the procedure by which the Improvements are to be constructed and installed by the Developer and, upon their completion, acquired by the City using funds provided through the Assessment District proceedings. If the Developer does not complete all of the Improvements, it will not be able to develop, market, improve or sell individual lots within the Assessment District. See "SPECIAL RISK FACTORS."

The scope of the Improvements includes the acquisition by the City of in-tract and off-site subdivision improvements and the payment of incidental costs that are either already required or that are expected to be required to be installed as conditions of final subdivision or site plan approvals, as applicable, within the Benefit Areas of the Assessment District. Not all of the Improvements will be constructed in each of the Benefit Areas. The costs financed by the Assessment District for the acquisition of the respective Improvements located within each of the Benefit Areas have been allocated only to the parcels that are located within the Benefit Area to be served by those Improvements. For a further description of the Improvements, see "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS -- Improvements" below.

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Confirmed Reassessments; Total Value Estimate of All Property

The Reassessment Engineer's Report is attached hereto as APPENDIX H. The Reassessment Engineer spread the total Bond Lien of $5,705,000. The total confirmed Reassessment is shown on APPENDIX G- REASSESSMENT ROLL.

The aggregate property valuation of the property in the Reassessment District has been compiled by the City using the following information:

(a) A recent appraisal of 351 lots on the Developer Property (See "OWNERSHIP; FINANCING AND DEVELOPMENT PLANS OF THE REASSESSMENT DIS TRI CT - Sierra Appraisal of the Developer-Owned Property"). This property is in various stages of development with final and tentative maps.

(b) An appraisal from 2001 by James G. Palmer Appraisals Inc. on Assessment No. 70 of the Adjacent Property was used. Recent sales price on Assessment No. 68 of the Adjacent Property was used.*

(c) With regard to Developed Property, on parcels that have been developed since the posting of the Merced County 2003-04 secured roll until January 1, 2004, the sales price of the parcels as recorded with the County and provided by First American RES/Custom Data Solutions were used.

(d) On all remaining parcels of the Developed Property, the Merced County 2003-04 assessment values were used.

The Developed Property consists of two hundred twenty-three (223) fully developed parcels owned by individual homeowners. The Developed Property encompasses approximately 3 8% of the land within the Reassessment District and is responsible for approximately 41 % of the Bond Lien. All 120 lots of the Developer's first subdivision were sold between 2001 and the beginning of 2003. The Developer is currently selling units from its remaining two subdivisions. As of January 12, 2004, 103 homes had been sold and closed escrow. The Developed Property has confirmed total Reassessments of $2,340,387. The assessed value of the Developed Property is $57,057,569. Where the assessor has yet to place a value, the sales price of the parcel was used as verified by the County. The individual values of the Developed Property range from a low of $160,000 to a high of

$391,000. The aggregate value to lien for the Developed Property is 24.38:1 based on assessed value. Individual value to lien ratios range from a low of 16.26:1 to a high of 41.34:1. See APPENDIX G-REASSESSMENT ROLL for information on specific parcels.

The Developer currently owns approximately 59% of the land within the Reassessment District and is responsible for approximately 58% of the Bond Lien. The Developer is presently in various stages of the land development process on its remaining 351 lots ranging from fully developed but unsold parcels (7 model homes), parcels with homes under construction (17 lots), finished lots (168) and parcels currently going through the site development, planning, entitlement approval and subdivision approval process. The Developer-Owned Property has confirmed total

* Change from Preliminary Official Statement. Information ofrecent sale of Assessment No. 68 parcel was obtained following printing of Preliminary Official Statement and, therefore, valuation methodology has been changed from appraisal to sales price.

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Reassessments of $3,319,890. The aggregate appraised value of the Developer-Owned Property is $21,060,000. The aggregate appraised value to lien for the Developer-Owned Property is 6.34: 1. See "OWNERSHIP; FINANCING AND DEVELOPMENT PLANS OF THE REASSESSMENT DISTRICT - Sierra Appraisal of Developer-Owned Property" and APPENDIX G -REASSESSMENT ROLL. The appraised value of each lot based on a bulk market value is $60,000 per lot and assumes that all lots are complete and finished as of January 1, 2004 ( despite the fact that some lots are in better than finished lot condition with construction underway and others are in less than finished lot condition) in merchant builder magnitude. Since the date of the Preliminary Official Statement, 4 more homes have been sold and closed escrow.

The Adjacent Property consists of two undeveloped parcels. A 2. 50-acre undeveloped parcel has a confirmed Reassessment of $116,211.35 and a Bond Lien of $16,909.85. The remaining 1.1-acre undeveloped parcel has a confirmed Reassessment of $55,093.34 and a Bond Lien of $37,813.32 and is zoned R-1, single-family residential. The Adjacent Property has an aggregate confirmed total Bond Lien of $54, 723.17. The value of the Adjacent Property is $417,400*. See "OWNERSHIP; FINANCING AND DEVELOPMENT PLANS OF THE REASSESSMENT DISTRICT - Value of Adjacent Property" and APPENDIX G -REASSESSMENT ROLL. The value to bond lien on the Adjacent Property is 7.63:1 *.

Value to Lien Ratios

The aggregate property valuation of the property within the Reassessment District has been estimated according to the methods described above to be $78,595,469.* See "Confirmed Reassessments; Total Value Estimate of All Property" above. The principal amount of the outstanding Bond Lien for the Reassessment District is $5,705,000. Consequently, the aggregate value of the property within the Reassessment District is 13.77* times the aggregate principal amount of Bond Lien. For a value to lien ratio of each parcel, see APPENDIX G - REASSESSMENT ROLL.

The following table summanzes the liens and the values of the property within the Reassessment District.

Land Category

Developed Property

Developer Property

Adjacent Property'


Land Categories Value to Lien Ratios

No. of Parcels

223

224

2

Value

$57 ,057 ,569

$21,060,000

$417,400

Total Lien

$2,340,387

$3,319,890

$54,723

% of Lien

41%

58%

1%

Value to Lien

24.38: 1

6.34: 1

7.63: 1

Source: Compiled from Reassessment Engineer's Report, Appraisals and other assessed valuation data.

* Change from Preliminary Official Statement. Previous ownership information was based on County Assessor roll and valuation based on Palmer Appraisal. Information of recent sale of Assessment No. 68 parcel was obtained following printing of Preliminary Official Statement. Current information for Adjacent Property is based on August 2003 sale of parcel for Assessment No. 68 and the Palmer Appraisal for Assessment No. 70.

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Land Categories Value to Lien Ratios

-~~~~~~~~~~~~~~~~~~~~~~~~~~-

Value to Lien No. of Parcels Value Total Unpaid Lien % of Lien

> 35:1 9 $3,503,000 $85, 125 1.5%

30:lto<35:l 28 $8,245,149 $261,579 4.6%

25:lto<30:l 54 $14,917,323 $541,083 9.5%

20:lto<25:l 81 $19,901,039 $877,343 15.4%

15:lto<20:l 49 $10,202,796 $558,499 9.8%

10:1 to< 15:1 0 0 0 0.0%

5:1 to 10:1* 225 $21,360,000 $3,336,800 58.4%

3:1 to< 5:i* $117,400 $37,813 0.7% -~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~-~ Source: Compiled from Reassessment Engineer's Report, Appraisals and other assessed valuation data.

Improvements

The improvements acquired and to be acquired by the Assessment District are necessary for the development of the Assessment District parcels and are required by the City of Merced Subdivision Agreement. Meeting the conditions of the Subdivision Agreement satisfies specific conditions of development so that the project can support its planned land uses. Without the improvements, the remaining parcels within the Reassessment District cannot be developed to their planned and conditionally approved uses.

All of the assessable parcels of Developed Property and Developer-Owned Property and a portion (Assessment 68) of the Adjacent Property consists or will consist exclusively of residential parcels. The costs are apportioned evenly to these parcels on an area basis.

Also included in the most eastern part of the Reassessment District is the parcel denoted by Assessment No. 70 of the Adjacent Property. This parcel is a vacant commercial use parcel and was included in the Reassessment District because of its frontage to the improvements on Yosemite Avenue.

The improvements required for development and financed through the Assessment District include the construction and acquisition of water mains, valves, sewers, manholes, lift station, drainage facilities, curbs, gutters, sidewalks, paving, utility extensions, and creek crossing along, in and through Buena Vista Drive, Yosemite Avenue and Highway 59. The City has acquired improvements valued at $2,503,610. The remaining improvements either have been completed and are in the process of being acquired by the City or are being completed by the Developer as discussed below.

* Change from Preliminary Official Statement due to information obtained following printing relating to August 2003 sale of Assessment No. 68 of Adjacent Property and valuation estimate adjustment.

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Roadway Improvements

Roadway improvements consisted of the construction of Yosemite A venue just north of the Assessment District between "R'' Street and State Highway 59; the widening of State Highway 59 just west of the Assessment District between Olive Avenue and Yosemite Avenue; and the extension of Buena Vista Drive west to State Highway 59. All of the road improvements for Buena Vista Drive and Yosemite A venue have been completed and acquired by the City except for the final westerly connection to State Highway 59 of Buena Vista Drive and of Yosemite A venue. The unfinished portions of the road improvements are expected to be completed by September 2004. State Highway 59 is 60% complete with further widening and curb and gutter construction to be completed. Construction of the earthen crossing, or Buena Vista Bridge, has been completed by the Developer.

Water, Sewer and Utility Improvements

Co-incidental to the roadway improvements was the necessity to construct certain backbone utility improvements within the roadway right of way concurrently with construction of the roadway improvements. These backbone improvements include water, sewer, street lighting, and dry utility trenching (gas, telephone, electric and cable). The Assessment District financed 5,300 lineal feet of water main on Yosemite Avenue, 3,733 lineal feet on Buena Vista Drive and 4,700 lineal feet on Highway 59. The water improvements were necessary to complete a loop to serve the properties in the Assessment District properties. Also financed were 773 lineal feet of 8-inch sewer main on Buena Vista Drive and 1,900 lineal feet of 18-inch sewer main on Highway 59 between Olive A venue and Buena Vista Drive. Other utility improvements in the Assessment District included street lighting and trenching for utilities to serve the properties in the Assessment District. All of these improvements have been completed.

Cost of Improvements

Set forth below are the costs of the Improvements. A copy of the Engineer's Report is on file with the City for a more detailed description of nature and cost of the Improvements.

STATEMENT OF ESTIMATED IMPROVEMENT COSTS ·-------------------------------------------------------------------------------------------

CONS TR U CTI ON COSTS Buena Vista Drive Highway 59 South Highway 59 North Yosemite A venue Buena Vista Bridge Subtotal Construction Engineering, Design & Contingencies TOTAL CONSTRUCTION COST

$1,633,600 687,100 468,100

2,066,000 500,000

$5,354,800 1,314,550

$6,669,350<1)

(!) The Developer has agreed to install all of the Improvements totaling an estimated $6,669,350. The Improvement Fund was originally funded to the extent of $4,169,939 and the differential will be paid by the Developer as the Improvements are installed. As of January 1, 2004, the City has paid out $2,503,610 to the Developer for Improvements.

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Future Reapportionments

Additional apportionments of the Reassessments will take place as final maps record for the un-subdivided parcels. Un-subdivided parcels currently consist only of Assessment Nos. 64, 68, 70, 475 and 476. The Reassessment will be apportioned equally to the final number of single-family lots within the tract map of the respective assessment number based on a 3. 0: 1 appraised value to bond lien ratio, subject to, however, the confirmed Reassessment levied upon said parcel. This amount will represent the maximum special benefit per single-family lot within the assessment number. (For example, if Assessment No. X has a total maximum reassessment of $1,000,000; a reappraisal of $3,000,000 (bulk) and the final map is approved for Assessment No. X which contains 100 single-family lots, the maximum special benefit will be $10,000 per single-family lot ($1,000,000/100 lots).

Assessments upon Assessment Nos. 68 and 70 (the Adjacent Property) will be reassessed only to 1/3 of the quick sale appraisal upon future division. See "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS" above.

OWNERSHIP; FINANCING AND DEVELOPMENT PLANS OF THE REASSESSMENT DISTRICT

Ownership of Property in the Assessment District

As of January 20, 2004, the Developed Property consists of two hundred twenty-three (223) fully developed parcels owned by individual homeowners. The Developed Property encompasses approximately 38% of the property within the Reassessment District and is responsible for approximately 41 % of the Bond Lien. All 120 lots of the Developer's "Creekside" subdivision were sold between 2001 and the beginning of 2003. The Developer is currently selling units from its remaining two subdivisions, "Copper Creek" and "Silver Creek" As of January 20, 2004, 61 homes had been sold and closed escrow from the "Copper Creek" subdivision and 42 homes had been sold and closed escrow from the "Silver Creek" subdivision. The Developed Property has confirmed total Reassessments of $2,340,387. The assessed value of the Developed Property is $57,057,569. The aggregate value to lien for the Developed Property is 24.38: 1 based on assessed value. Individual value to lien ratios range from a low of 16.26:1 to a high of 41.34:1. See APPENDIX G -REASSESSMENT ROLL for information on specific parcels.

The Developer, Fahrens Park, a California Limited Partnership, currently owns approximately 59% of the land within the Reassessment District and is responsible for approximately 58% of the total Bond Lien. As of January 20, 2004, the Developer has sold 223 homes within the Reassessment District to individual homebuyers and is presently in various stages of the land development process on its remaining acres ranging from fully developed but unsold parcels (7 model homes), parcels with homes under construction (17 lots), finished lots (168) and parcels currently going through the site development planning, entitlement approval and subdivision approval process. The Developer-Owned Property has confirmed total Reassessments of $3,319,890. The aggregate appraised value of the Developer-Owned Property is $21,060,000 with an appraised

value for each lot at $60,000. The aggregate appraised value to lien for the Developer-Owned Property is 6.34: 1. See "Sierra Appraisal for Developer-Owned Property." Since the date of the Preliminary Official Statement, 4 more homes have been sold and closed escrow.

The Adjacent Property constitutes less than 2. 5% of the land within the Reassessment District and consists of two undeveloped parcels. The Adjacent property is responsible for less than

24

I% of the Bond Lien. A 2.50-acre undeveloped parcel is owned by Sutin R. Patel* (Assessment No. 68), has a confirmed Reassessment of $116,211.35 and a Bond Lien of $16,909.85, is zoned Planned Development No. 9 (mixed use) and is designated as low-density residential of 6-12 units per acre. The remaining I. I-acre undeveloped parcel is owned by Fahrens Park, a partnership (Assessment No. 70), has a confirmed Reassessment of $55,093.34 and a Bond Lien of $37,813.32 and is zoned R-1, single-family residential. The Adjacent Property has confirmed total Bond Lien of $54,723.17. The value of the Adjacent Property is $417,400*. The aggregate value to lien for the Adjacent Property is 7.63:1 *. See "Value for Adjacent Property" herein.

Neither the Developer or other owners nor any partner or affiliate thereof will be personally liable for payments of the Reassessments to be applied to pay the principal of and interest on the Bonds. In addition, there is no assurance the Developer or other owners will be able to pay the Reassessment installments or that the Developer or other owners 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 the Developer will have moneys available to complete or improve the Development (other than the Improvements) in the manner described herein.

The Developer

The information under this subheading has been provided by the Developer 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

Fahrens Park, a California limited partnership (the "Developer") is responsible for payment of 58% of total Reassessments and owns approximately 59% of the land within the Reassessment District. Dunmore Homes, LLC ("Dunmore Homes") is the general partner of the Developer, and has been building homes and developing property since 1953. Dunmore Homes presently estimates that it sold approximately 835 homes in 2003 and has gross revenues in excess of $250,000,000. Information on Dunmore Homes may be obtained at www.dunmorehomes.com. Sidney B. Dunmore (in his capacity as trustee of the Sid Dunmore Trust dated February 28, 2003) and William M. Niemi (in his capacity as trustee of the William and Beth Niemi 1985 Family Revocable Trust dated February 13, 1985) are the managers and members of Dunmore Homes. Mr. Dunmore and Mr. Niemi have a combined 45 years in the real estate industry.

Mr. Dunmore is a Life Director and past president of the Building Association of Superior California, a Life Director of the California Building Industry Association (CBIA) and a Director of the National Association of Home Builders.

Mr. Niemi is a Director of the Building Industry Association of Superior California, a member of the National Association of Home Builders, a member of the Urban Land Institute and a member of the Sacramento Rotary Club. Mr. Niemi spearheaded the formation of HomeAid Sacramento, a non-profit, charitable organization dedicated to providing shelter and restoring hope to traditionally homeless men, women and children.

* Change from Preliminary Official Statement due to information obtained following printing relating to August 2003 sale of Assessment No. 68 of Adjacent Property and valuation estimate adjustment.

25

The following is a summary of residential projects completed by Dunmore Homes and its predecessor entities and affiliates since 1992:

COMPLETED DUNMORE HOME PROJECTS

( 1992 - Present)

PROJECT NAME LOCATION #OF COMPLETION

UNITS DATE DESCRIPTION

Fahrens Park Merced, CA 54 1992 Single Family Hunters Glen Las Vegas, NV 189 1992 Single Family Santa Barbara Condos Santa Barbara, CA 17 5 1992 Condominium Sunrise Willowood Sacramento, CA 212 1992 Single Family Portofino Laguna Creek, Sacramento, CA 196 1993 Single Family Sunrise Vineyards Elk Grove, Sacramento, CA 438 1994 Single Family Rancho Alta Mira Estancia Las Vegas, NV 117 1994 Single Family Rancho Alta Mira Tiempo Las Vegas NV 426 1996 Single Family Rancho Alta Mira Sonterra Las Vegas NV 563 1997 Single Family Willow Draw Park City, UT 71 1997 Single Family Villages Colorado Springs, CO 132 1997 Single Family Summer Wind Elk Grove, Sacramento, CA 103 1997 Single Family Heritage Vacaville, CA 25 1997 Single Family Harvest Vacaville, CA 19 1997 Single Family SummerBrook Elk Grove, Sacramento, CA 116 1998 Single Family SunCountry Sacramento, CA 305 1999 Single Family MountainAire Las Vegas, NV 201 1999 Single Family StoneBridge Elk Grove, Sacramento, CA 169 2000 Single Family DiamondGlen Folsom, Sacramento, CA 150 2000 Single Family SummerBreeze Elk Grove, Sacramento, CA 201 2001 Single Family The Seasons Placer, CA 93 2002 Single Family Crystal Shores Sacramento, CA 176 2002 Single Family Legacy Sacramento, CA 103 2003 Single Family Creekside at Fahrens Park II Merced, CA 78 2003 Single Family Grand Oaks - Phase 1 Auburn, CA 45 Still Active Single Family The FairWays Atwater, CA 85 2002 Single Family The Vintage Atwater, CA 133 2003 Single Family Vista Del Ray Atwater, CA 99 2001 Single Family Crystal Shores - Unit D Sacramento, CA 33 2002 Single Family Legacy - Unit 4C Sacramento, CA 49 2002 Single Family Grand Oaks - Phase 2 Auburn, CA 43 Still Active Single Family Reflections at La Morada #4 Stockton, CA 81 Still Active Single Family Image at Morada Ranch# 11 Stockton, CA 86 2003 Single Family Creekside at Fahrens Park II Merced, CA 42 2002 Single Family Creekside at Fahrens Park III Merced, CA 454 Still Active Single Family Brown Estate with UFL Ceres, CA 147 Still Active Single Family Brown Estate (Small Products) Ceres, CA 120 2002 Single Family The Gallery- Village A & B Sacramento, CA 389 Still Active Single Family The Gallery - Village C Sacramento, CA 129 2002 Single Family Franklin Meadows/Laguna __ Sacramento, CA -----~--~~~-- Single Family _ Source: Dunmore Homes

The Financing Plan

According to the Developer, the financing structure for the Developer-Owned Property is for the development of the remaining land and construction of houses. The financing plan is as follows:

26

Acquisition and Development Financing

Bank Amount of Commitment

Comerica $2,450,000<1l

Comerica $7, 931, 000<2l

Comerica $O-Complete<3l


_umerjca ~¥~000~

Construction Financing

Bank Amount of Commitment


Comerica $0- Complete<3l

(1) Unit 3A part of Silver Creek (87 lots of which 42 have been sold). (2) Unit 3B part of Silver Creek (88 lots). The Comerica loan on Unit 3B combines both A&D and Construction Financing. (3) Unit 4A part of Copper Creek (80 lots of which 61 have been sold). (4) Unit 4B part of Copper Creek (68 lots). The Comerica loan on Unit 4B combines both Acquisition/Development and Construction Financing. (5) Unit 4C part of Copper Creek (64 lots).

The financing plan for Unit 4D part of Copper Creek (67 lots) is presently under negotiation with Comerica.

The Development Plan

Overall Development

The Developer's plan for development within the Reassessment District included 574 singlefamily homes over three subdivisions. The initial subdivision was known as "Creekside" and contained 120 homes. All 120 homes have been sold to homebuyers. The last two subdivisions known as "Copper Creek" and "Silver Creek" are currently under development. Copper Creek is projected to have 279 homes built over four phases (Unites 4A, B, C and D) of which 61 homes have already been sold and closed escrow. Since the date of the Preliminary Official Statement, 4 more homes in Copper Creek have been sold and closed escrow. Silver Creek is projected to have 175 homes built over two phases (Units 3A and B) of which 42 homes have already been sold and closed escrow.

Owners of the Adjacent Property have no current plans for development, although the City has recently received inquiries as to the possible development of the parcel relating to Assessment No. 68.

The current development plans for the developments within the Reassessment District are subject to change. Furthermore, the current development plans envisioned within the Reassessment District are subject, in large part, upon the financial resources and construction and marketing capabilities and efforts of the Developer. There can be no assurance that such

27

development will occur as described herein, or that it will occur at all. The projected absorption rates and price range of home sites for each development are estimates only based upon the best marketing information of the Developer at the time of preparation. Market conditions may change substantially and could cause significant changes to the absorption estimate and corresponding price ranges.

Creekside

Creekside contains 120 sold homes on parcels ranging from 5,895 to 13,562 square feet, with an average lot size of 7,650 square feet. Homes sizes ranged from 1,457 to 2,539 square feet. Sale prices of the homes in 2001 began from the $110,000 to the $150,000 range and, upon build out, ranged from $165,000 to $230,000. All improvements within Creekside have been completed.

Silver Creek

The Developer has final maps (Unit 3A and B) projecting a total of 175 lots within the Silver Creek subdivision with the average lot size approximately 6,500 square feet. Forty-two ( 42) homes have already been sold and closed escrow. The Developer reports sale contracts for an additional 29 homes have been signed by individual homeowners and are pending close of escrow. There are 6 design plans for Silver Creek with the 4-6 bedroom homes ranging in size from 2,060 to 2,795 square feet. Dunmore Homes have three model homes for Silver Creek Homes prices within Silver Creek start from around $280,000.

The Silver Creek subdivision has had an absorption rate of 5 homes per month in 2003. Build out is expected in July, 2006.

Copper Creek

Copper Creek contains three final maps for Units 4A, B and C, consisting of 80, 68 and 64 lots respectively. A tentative map on Unit 4D for 67 lots is also filed. The final map for Unit 4D is expected to be approved in the second quarter of 2004.

Sixty-one (61) homes of the projected 279 lots within the Copper Creek subdivision have been sold and closed escrow. The Developer reports that sale contracts have been signed for an additional 20 homes by individual homeowners and are pending close of escrow. Copper Creek offers 5 plans with the 3-4 bedroom homes ranging in size from 1,189 to 2,338 square feet. Homes prices within Copper Creek start from the mid $200,000s. Since the date of the Preliminary Official Statement 4 additional homes have closed escrow.

The Copper Creek subdivision has had an absorption rate of 7 homes per month in 2003. Build out is expected in July, 2006.

Construction Completion, Sales and Reservation Performance

The following maps were prepared by the Developer and evidence as of their dates, the construction completion, sale and reservation performance for the Silver Creek and Copper Creek subdivisions. The Developer reports that as of January 20, 2004, 103 units have been sold and closed escrow. An additional 20 homes in Copper Creek and 29 homes in Silver Creek are under contract for sale to individual homeowners. The first map is a site map and shows the location of each unit or subdivision phase. The succeeding maps indicate the activity within Units 3A and B and 4A and B.

28

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Sierra Appraisal of Developer-Owned Property

According to the Sierra Appraisal, subject to the assumptions and limiting conditions set forth in Appendix E herein, as of January 1, 2004, the value as defined in the Sierra Appraisal of the Developer-Owned Property within the Reassessment District that is subject to the lien of the Reassessments, is $21,060,000, or $60,000 per lot. See "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS -- Confirmed Reassessments; Total Value Estimate of All Property" and" - Value to Lien Ratios" for the ratio of the appraised value of such property to the total amount of the reassessment liens on such property that secure the Bonds. Also see APPENDIX E -APPRAISAL REPORT.

The purpose of the Sierra Appraisal was to develop an opinion of the bulk sale value of the Developer Property based upon 3 51 lots in a "finished lot" condition. The value reflects the opinion of the appraiser of what the subject lots would sell for in quantities of 75 to 125 lots to a merchant builder. The appraiser used the sales comparison approach to determine value. The Sierra Appraisals assumes that all proposed 351 lots are in finished lot condition, even though 7 lots contain completed model homes, approximately 17 lots have construction underway and other lots are in various stages of development and the permitting process and constitute finished, unfinished and proposed lots.

See APPENDIX E for a description of the Appraisal and the assumptions and limitations set forth therein regarding the appraised valuations set forth above. The City makes no representations as to the accuracy or completeness of the Appraisal. Certain considerations relating to the Sierra Appraisal are discussed under the heading "SPECIAL RISK FACTORS."

NO REPRESENTATIONS ARE MADE REGARDING THE APPRAISED VALUATIONS QUOTED ABOVE, 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 THE REASSESSMENT DISTRICT COULD BE SOLD FOR THE VALUATION AMOUNT AT A FORECLOSURE SALE FOR DELINQUENT ASSESSMENTS.

Reassessment Roll

Set forth in APPENDIX G - THE REASSESSMENT ROLL is the confirmed reassessment roll for the parcels of property within the Reassessment District that are subject to the lien of the Reassessments. The Reassessment roll shows the amount of the total estimated cost of the Improvements that is assessed upon each of the lots and parcels within the Reassessment District. The assessment numbers that appear on the assessment roll correspond to the diagram numbers shown on the Assessment Diagram, attached hereto as APPENDIX C.

Utilities

The respective water system, sewer system, and storm drain improvements for Creekside are completed and for Copper Creek and Silver Creek will be completed by the second quarter of 2004. In addition, all utilities including natural gas, water, electricity and telephone are available for connection to the proposed tract development within the Reassessment District. Natural gas service and electricity is provided by Pacific Gas & Electric or Merced Irrigation District and telephone

34

service is provided by SBC. Water, sewer and storm sewers are provided by the City. See "SPECIAL RISK FACTORS -- Factors Which May Affect Land Development."

Flood ZoneX

According to the Federal Emergency Management Agency Federal Insurance Administration, the Reassessment District is located in Zone X areas. Areas of minimal flooding are classified as Zone X, and flood insurance is not required. This area is protected from the 1 % annual chance of a 100 year flood by levee, dike or other structures subject to possible failure or over topping during larger floods.

Zoning -- Present Use

According to the Planning Department of the City, the current zoning or land uses of the various portions of the Reassessment District include R-1-6, which allows 6,000 sq. ft. minimum lot sizes, for the Developed Property and the Developer-Owned Property and Planned Development No. 9 (mixed use) zoning classifications, which allow 6-12 units per acre, for the Adjacent Property.

Value of Adjacent Property

In August 2003, APN 058-020-010 (Assessment No. 68) was sold for $300,000 to Mr. Sunit R. Patel. Assuming the sales price of this parcel as its value, the value to bond lien would be 17.74 and the value to confirmed lien would be 2.58: 1 (requires reappraisal and reassessment of at least 3.0: 1 before confirmed lien may become bond lien). Recently, there have been inquiries to the City as to the possible development of this parcel.*

APN 058-290-008 (Assessment No. 70) was valued using the Palmer Appraisal. According to the Palmer Appraisal, dated as of October 8, 2001, the 'Raw Land, Finished and Bulk Sale' value as defined in the Palmer Appraisal that is subject to the lien of the Reassessments for Assessment No. 70, without including the value of any of the proposed Improvements, is $25,000, $167,000 and $117,400, respectively. The "bulk sale" value of $117,400 was used to estimate value for Assessment No. 70. Therefore, the value to bond lien is 3.10:1 for Assessment No. 70. THE CITY DID NOT UNDERTAKE TO OBTAIN A NEW APPRAISAL OR UPDATE THE PALMER APPRAISAL FOR THE REASSESSMENT DISTRICT PROCEEDINGS.

NO REPRESENTATIONS ARE MADE REGARDING THE APPRAISED VALUATIONS QUOTED ABOVE, 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 THE REASSESSMENT DISTRICT COULD BE SOLD FOR THE VALUATION AMOUNT AT A FORECLOSURE SALE FOR DELINQUENT ASSESSMENTS.

See "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS - Value to Lien Ratios" for the ratio of the value of such property to the total amount of the Reassessment liens on

* Paragraph added to final Official Statement due to information obtained following printing of the Preliminary Official Statement relating to August 2003 sale of Assessment No. 68 of Adjacent Property.

35

such property that secure the Bonds. The value of the Adjacent Property 1s $417,400 with an aggregate value to bond lien of 7.63:1.

Tax Delinquencies

The City reports that, based upon the records of the office of the Merced County Tax Collector, nine (9) of the parcels of Developed Property within the Reassessment District show delinquencies in the payment of fiscal year 2003-04 property tax installments for a total of 3.0% of the Reassessments. The largest amount single delinquency is $539.30. The Developer-Owned Property is current. The first installment of 2003-04 taxes were due on November 1, 2003, but did not become delinquent until December 10, 2003.

Environmental Review

Pursuant to the Municipal Code of the City, the formation of an assessment district is exempt from compliance with the California Environmental Quality Act ("CEQA"). Accordingly, a Notice of Exemption from CEQA has been filed by the City for the Assessment District proceedings.

Based upon findings that the construction of the applicable Improvements would not have significant effects upon the environment, various negative declarations were approved by the City for the respective Benefit Areas between 1984 and 1999. In addition, negative declarations were also approved by the City during this period in connection with various zoning changes pertaining to certain of the Benefit Areas within the Reassessment District.

[Balance of page intentionally left blank}

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Overlapping Debt

Below is a table showing the direct and overlapping debt statement for the Reassessment District.


Direct and Overlapping Debt Statement (January 1, 2004)

2003-04 Local Secured Assessed Valuation: $29,813,825

DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Merced Community College District School Facilities Improvement District No. 1 0.392% Merced Union High School District 0.439 City of Merced Fahrens Park Assessment District 100. TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT

OVERLAPPING GENERAL FUND OBLIGATION DEBT: Merced County Certificates of Participation Merced County Pension Obligations Merced County Office of Education Certificates of Participation Merced City School District Certificates of Participation

TOTAL OVERLAPPING GENERAL FUND OBLIGATION DEBT

COMBINED TOTAL DEBT

(1 )Excludes issue to be sold.

0.274% 0.274 0.274 1.064

Debt 1/1/04 $ 78,400

96,519 529142453

$6,089,372

$105,942 164,551

6,521 47 880

$324,894

$6,414,266

(2)Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and tax allocation bonds and non-bonded capital lease obligations.

Ratios to 2003-04 Assessed Valuation: Direct Debt ($5,914,453) ................................................................. 19.84o/o Total Direct and Overlapping Tax and Assessment Debt ................... 20.42% Combined Total Debt ......................................................................... 21.5 l %

STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/03: $67

Source: California Municipal Statistics

There are two assessments currently levied on the properties within the Reassessment District. These include the Merced County Mosquito Abatement District Assessment, which is levied at $8.00 per lot to each of the subject lots, and the Fahrens Park Maintenance District Assessment that is levied at an annual rate of $32.14 per lot.

SPECIAL RISK FACTORS

This section provides a general overview of special risk factors which should be considered, in addition to the other matters set forth in this Official Statement, in evaluating an investment in the Bonds. This section is not meant to be a comprehensive or definitive list of the risks associated with an investment in the Bonds, and the order in which this information is presented does not necessarily reflect the relative importance of various risks. Potential investors in the Bonds are advised to consider the following factors, among others, and to review this entire Official Statement to obtain information essential to the making of an informed investment decision. There can be no assurance that other risk factors not discussed herein will not become material in the future.

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(1)

(2)

General

Under the provisions of the Refunding Act, Reassessment installments, from which funds for the payment of annual installments of principal of and interest on the Bonds are derived, will be billed to properties against which there are unpaid Reassessments on the regular property tax bills sent to owners of such properties. Such Reassessment 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 may also indicate an unwillingness or inability to make regular property tax payments and Reassessment installment payments in the future.

Unpaid Reassessments do not constitute a personal indebtedness of the owners of the lots and parcels within the Reassessment District. Accordingly, in the event of delinquency, proceedings may be conducted only against the real property securing the delinquent Reassessment. Thus, the value of the real property within the Reassessment District is a critical factor in determining the investment quality of the Bonds. There is no assurance the owners will be able to pay the Reassessment installments or that they will pay such installments even though financially able to do SO.

In order to pay debt service on the Bonds, it is necessary that unpaid installments of Reassessments on land within the Reassessment District be 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 $138,803 and thereafter increasing to the Reserve Requirement, which will thereafter be maintained from Reassessment installment payments and from proceeds of redemption or sale of parcels with Reassessment delinquencies, in the amount of the Reserve Requirement, to cover delinquencies in the payment of Reassessments. The Reassessments are secured by a lien on the parcels of land and the City can institute foreclosure proceedings to sell land in the Reassessment 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 parcels to pay installments of Reassessments 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 Reassessments 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 Owners would therefore be adversely affected.

The Bonds are not secured by the general taxing power of the City, the County, or the State or any political subdivision of the State, and neither the City, the County, nor the State nor any political subdivision of the State has pledged its full faith and credit for the payment thereof.

Collection of the Assessments

In order to pay debt service on the Bonds it is necessary that the Reassessment installments be paid in a timely manner. Should the installments of Reassessments not be paid on time, funds in the Special Reserve Fund may be utilized to pay debt service on the Bonds to the extent required.

The Reassessment installments are to be collected in the same manner as ordinary ad valorem real property taxes are collected and, except as provided in the special covenant for foreclosure described herein and in the Refunding Act, are subject to the same penalties and the same procedure, sale and lien priority in case of delinquency as is provided for ad valorem real property

38

taxes. Pursuant to these procedures, if taxes are unpaid for a period of five years or more, the property may be deeded to the State and then is subject to sale by the County.

Although the County of Merced has adopted the Teeter Plan, the Teeter Plan does not include tax levies within assessment districts. Consequently, the receipt of Reassessments by the Reassessment District will be net of delinquencies.

Concentration of Ownership

The Developer is presently the owner of 59% of the property acreage and 58% of the total Reassessments levied within the Reassessment District subject to the lien of the unpaid Reassessments. Although the Developer has indicated its intention to develop and sell the land and improvements within the Reassessment District, there can be no assurance that it will be successful in so doing. Thus, there is no assurance of any degree of diversification of ownership of the reassessed property. Also, unless and until such ownership is further diversified, the inability or refusal of the Developer to pay Reassessment installments when due could result in the rapid total depletion of the Special Reserve Fund prior to reimbursement thereof from foreclosure proceedings. Under such circumstances, there would be insufficient moneys with which to pay principal of and/or interest of the Bonds.

Failure of any future property owners to pay installments of Reassessments when due could also result in a default in payment of the principal and interest on the Bonds prior to the sale or redemption of delinquent parcels. In that event, there could be a default in payments of the principal of and interest on the Bonds.

Availability of Funds to Pay Delinquent Reassessment Installments

As discussed herein under the heading "THE BONDS -- Special Reserve Fund," if a delinquency occurs in the payment of any Reassessment 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 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.

Dependence Upon Property Owners

Prospective investors should bear in mind that the Bonds are secured by certain assessment parcels which are currently undeveloped or in the process of being developed. In imposing the Reassessments and issuing the Bonds, the City is relying on the valuations contained in the Sierra Appraisal, which purports to represent the current "commercial bulk sale or quick sale" market value of the Developer-Owned Property. Prospective investors should not place undue emphasis on the possible future value of any of the Developer-Owned Property.

The owners of the various undeveloped parcels will each play a crucial role in successfully completing the planned development of their respective assessment parcels, and therefore on the possible future value of Reassessment lien as a source of security for repayment of the Bonds. No assurance can be given that the public improvements will be completed as planned or that further development of the undeveloped parcels will be completed as planned within the anticipated time

39

frame. Not all of the current property owners are experienced property developers, and the City has not independently investigated the financial background of any current property owner. The City does not make any representation or give any assurance with respect to the ability of any of the current or future owners to complete development of their undeveloped parcels and/or to make the Reassessment installment as anticipated.

Need for Additional Financing

The City believes that funds raised by the Refunded Bonds, plus a significant contribution from the Developer, will be adequate to complete the public improvements as planned. However, no assurance can be given that the public improvements will be completed as planned with the available funds, nor can any assurance be given that the City would be able to obtain any additional funds, which might be needed. The inability to complete the public improvements, or a significant delay in this regard, would adversely impact the City's ability to repay the Bonds.

Hazardous Substances

While governmental taxes, assessments and charges are a common claim against the value of a taxed parcel, other less common claims may be relevant. One of the most serious in terms of the potential reduction in the value that may be realized to pay the assessment is a claim with regard to a hazardous substance. In general, the owners and operators of a parcel within the Reassessment District may be required by law to remedy conditions of the parcel relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, sometimes referred to as "CERCLA" or Superfund Act," is the most well known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar. Under many of these laws, the owner ( or operator) is obligated to remedy a hazardous substance condition of property whether or not the owner (or operator) has anything to do with creating or handling the hazardous substance. The effect therefore, should any of the parcels within the Reassessment District be affected by a hazardous substance, is to reduce the marketability and value of the parcel by the costs of remedying the condition, because the owner is obligated to remedy the condition. Further, such liability may arise not simply from the existence of a hazardous substance but from the method of handling it. All of these possibilities could significantly affect the value of property that is realizable upon a delinquency and foreclosure. The statutorily required environmental impact studies prepared for the developments did not identify any hazardous substances.

The appraised value of real property within the Reassessment District ascertained in the Appraisal does not, unless expressly noted, take into account the possible liability of the owner ( or operator) for the remedy of a hazardous substance condition of any parcel. The Developer and City reports that they have no knowledge of any hazardous substances on the property in the Reassessment District pursuant to a Phase I Environmental Report prepared by William Kuhl and Associates dated November 2001 and updated on July, 29, 2003. However, it is possible that such liabilities do currently exist and that the City is not aware of them.

Endangered Species

During recent years, there has been an increase in activity at both the state and federal level related to the classification of certain plant and animal species found in California as endangered species. An increase in the number of endangered species is, in fact, expected to curtail development in certain areas of the state. At present, the City is not aware that the assessment parcels are

40

inhabited by plant or animal species currently classified as threatened or endangered under either the state or federal endangered species acts or which have been proposed for addition to these endangered species lists. Further, new species are periodically proposed to be added to the state and federal protected lists. Any action by the state or federal governments to protect species located on or adjacent to the assessment parcels could negatively affect the ability of the owners of one or more assessment parcels to complete the development on their respective parcels as planned. This, in turn, could adversely affect the desirability of such owner to continue with timely payment of Reassessments and also could reduce the value of the land and the potential proceeds available at a foreclosure and sale for delinquent Reassessments since both value and the ability of the land to carry the burden of Reassessments are based on development, improvement and build-out of the assessment parcels.

Factors Which May Affect Land Development

There is no assurance that the amount to be financed by the original assessments will be sufficient to pay for the entire cost of the Improvements. The Developer will be obligated to pay all costs in excess of the amount financed by the assessments. Further, no in-tract improvements are being installed by the Bonds. All in-tract improvements will need to be financed or paid for at the time of each parcel's development. See "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS."

Future development in the Reassessment District may be affected by changes in the general economic conditions, fluctuations in the real estate market, 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 Reassessment 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 or adversely affect any proposed development in the Reassessment District. The development of property within the Reassessment District could be adversely affected if lawsuits or other actions were commenced to restrict or prevent further development within the Reassessment District.

Geologic, Topographic and Climatic Conditions

The value of the property in the Reassessment District in the future can be adversely affected by a variety of additional factors, particularly those which may affect infrastructure and other public improvements and private improvements on property and the continued habitability and enjoyment of such private improvements. Such additional factors include, without limitation, geologic conditions such as earthquakes, topographic conditions such as earth movements, landslides and floods and climatic conditions such as droughts. The occurrence of seismic activity in the Reassessment District could result in substantial damage to properties in the Reassessment District which, in turn, could substantially reduce the value of such properties and could affect the ability or willingness of the property owners to pay the assessments on their property. There are no known active faults on or immediately adjacent to the Reassessment District and the hazard of surface fault ruptures is considered very low. However, it may be expected that one or more of such conditions may occur and may result in damage to improvements of varying seriousness, that the damage may entail significant repair or replacement costs and that repair or replacement may never occur either because of the cost or because repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances, the value of the property may well depreciate or disappear.

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Private Improvements - Increased Debt

The development of the Developer-Owned Property and the Adjacent Property within the Reassessment District depends upon both public and private improvement of land within the Reassessment District. The cost of additional private improvements within the Reassessment 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 Reassessment 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 Reassessment District to pay the annual Reassessment installments levied against their property. See "THE BONDS -- Priority of Lien" below.

In addition to the Reassessments, the City intends to levy, in addition to any fee charged by the City pursuant to Sections 8682 and 8682.1 of the Streets and Highway Code, an annual assessment upon each parcel of land in the Reassessment District in the maximum amount of not to exceed 2% of the annual installment of principal and interest on the Bonds issued to cover all administrative costs of the City with respect to the Reassessment District. These additional administrative assessments could reduce the ability or willingness of the property owners within the Reassessment District to pay the annual Reassessment installments levied against their property.

Parity Taxes and Special Assessments

The ability or willingness of a property owner in the Reassessment District to pay the Reassessments could be affected by the existence of other taxes and assessments imposed upon the property. The Reassessments and any penalties thereon constitute a lien against the lots and parcels of land on which they have been levied until they are paid. Such lien is on a parity with all special taxes and special assessments levied by other agencies and is co-equal to and independent of the lien for general property taxes and other special assessments regardless of when they are imposed upon the same property. The Reassessments have priority over all existing and future private liens imposed on the property. In addition, other public agencies whose boundaries overlap those of the Reassessment District could, with or in some circumstances without the consent of the owners of the land in the Reassessment District, impose additional taxes or assessment liens on the property in the Reassessment District in order to finance public improvements to be located inside or outside of the District.

The City and the Reassessment District, however, have no control over the ability of other entities and districts to issue indebtedness secured by special taxes or assessments payable from all or a portion of the property in the Reassessment District. In addition, the City is not prohibited itself from establishing assessment districts, community facilities districts or other districts which might impose assessments or taxes against property in the Reassessment District. The imposition of additional liens on a parity with the Reassessments could reduce the ability or willingness of the owners of parcels in the Reassessment District to pay the Reassessments and increases the possibility that foreclosure proceeds will not be adequate to pay delinquent Reassessments or the principal of and interest on the Bonds when due. See "OWNERSHIP; FINANCING AND DEVELOPMENT PLANS OF THE REASSESSMENT DISTRICT - Overlapping Debt."

Subordinate Debt

The Developer reports that all of the Developer-Owned Property within the Reassessment District currently serves as security for construction and development loans. Portions of the property

42

may in the future secure other loans. All loans are subordinate to the lien of the Reassessments. 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"), and, prior thereto or thereafter, the loan or 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.

Property Values

Reference is made to APPENDIX E, which contains the Appraisal with respect to the value of the Developer-Owned Property that is subject to the lien of the Reassessments and the assumptions made by the Sierra Appraiser in connection therewith. Reference is also made to "OWNERSHIP; FINANCING AND DEVELOPMENT PLANS OF THE REASSESSMENT DISTRICT -- Value-to-Lien Ratio" for a summary of the value of the property within each of the categories in the Reassessment District that is subject to the lien of the Reassessments and the ratio of the value of such property to the total amount of the Reassessment liens on such property that secure the Bonds. See also "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS -Confirmed Reassessments; Total Value of All Property" for a listing of the ratio of the appraised Merchant Bulk Finished Lot Value of the Sierra Appraisal of each assessed parcel of DeveloperOwned Property to the amount of the Reassessment against such parcel.

No assurance can be given that this appraised value to lien ratio will not decline should subsequent liens be placed on property within the Reassessment 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 Reassessment 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 parcel be sold for the delinquent installment(s) amount (plus costs and penalties) and not the entire outstanding Reassessment.

The Appraiser has made various assumptions in order to derive the aggregate valuation estimate of the Developer-Owned Property within the Reassessment District to be assessed. See APPENDIX E 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 considered 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.

Tax Delinquencies

Reassessment installments, from which funds necessary for the payment of annual installments of principal and interest on the Bonds are to be derived, will be billed to each property against which there is an unpaid Reassessment on the regular property 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 do regular property tax installments. Under certain circumstances, Reassessment installment payments on parcels of property in Merced County can be made separately from regular property tax payments for such parcels. Property tax payments will not be accepted, however, unless the Reassessment 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, may also indicate an unwillingness or inability to make regular property tax payments

43

and Reassessment installment payments in the future. A failure of property owners to pay installments of Reassessments when due could result in a default in payments of the principal of and interest on the Bonds.

Limited Obligation of the City Upon Delinquency

If a delinquency occurs in the payment of any Reassessment 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 judicial foreclosure proceedings to recover such delinquencies. 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 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 RESPONSIBILITIES WITH RESPECT TO SUCH DELINQUENT INSTALLMENTS ARE LIMITED TO ADVANCING THE AMOUNT THEREOF SOLELY FROM ANY AVAILABLE MONEYS IN THE SPECIAL RESERVE FUND AND TO UNDERTAKING JUDICIAL FORECLOSURE PROCEEDINGS TO RECOVER SUCH DELINQUENCIES. THIS DUTY OF THE CITY TO ADVANCE FUNDS IS CONTINUING 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 WITH SECTION 8769(b) OF THE 1915 ACT, THE CITY HAS DETERMINED THAT IT WILL NOT ADVANCE FUNDS FROM ITS TREASURY TO CURE ANY DEFICIENCY IN THE REDEMPTION FUND.

Bankruptcy

The payment of Reassessment installments and the ability of the City to foreclose on the lien of a delinquent unpaid assessment, as discussed below in the section entitled "THE BONDS-Covenant to Commence Superior Court Foreclosure," may be limited by bankruptcy, 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 principles, to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies in the State.

Although bankruptcy proceedings would not cause the Reassessment 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 Reassessment installments might not be paid in full.

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Document Summaries; Conflicts

This Official Statement summarizes and discusses a number of important documents, including but not limited to the Bond Resolution, the Reassessment Engineer's Report and the Sierra Appraisal. No such summaries or discussions are intended to be comprehensive of the material terms or contents of the documents.

Further, in the event of a conflict, the inconsistency or ambiguity between statements or information contained in this Official Statement and any such document, the actual document will control in every instance.

Prospective purchasers of Bonds are urged to read important documents, including but not limited to the Bond Resolution, the Reassessment Engineer's Report and the Sierra Appraisal in their entirety and discuss them with their legal and financial advisors. Copies of all documents may be obtained from Bond Counsel, Robert M. Haight, by contacting him at (831) 438-6610.

Possible Loss of Investment

Each prospective purchaser should be aware that investment in the Bonds is highly speculative. The City expects the Bonds to be repaid from payments of Reassessments with respect to the assessed parcels. If the property owners are not successful in completing development of their assessed parcels as planned, Bondowners may experience a partial or complete loss of their investment.

Articles XIIIA and XIIIB of the California Constitution

On June 6, 1978, California voters approved an amendment to the California Constitution, commonly known as Proposition 13 ( the Jarvis/Gann Initiative), which added Article XIIIA to the California 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 XIIIA.

Article XIIIA of the California Constitution limits the amount of ad valorem taxes on real 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 year, or decreases in the consumer price index or comparable 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 government to raise their property 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.

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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 the 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 Special 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 City.

On July 2, 1979, the Fifth District Court of Appeal rendered a 3-0 decision in the case of County of Fresno v. Malmstrom (94 Cal. App. 3d 197 4) 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 the 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 incorporated in the 1915 Act) and the 1913 Act. The Court further held that because special assessments pursuant to such acts are 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 a two-thirds vote of the qualified electors in an assessment district. On September 12, 1979, the California Supreme Court refused to hear an appeal of the lower court's decision.

At the November 6, 1979, general election, Proposition 4 (the Gann Initiative) was approved by the voters of California. Such proposition added Article XIIIB to the California Constitution.

Article XIIIB 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 particular 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.

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 years.

On December 17, 1980, the Third District Court of Appeal rendered a 3-0 decision in the case County of Placer v. Corin (113 Cal. App. 3d 443) that determined that special assessments are not subject to the limitation of Article XIIIB (Proposition 4). The Court held that the definition of "proceeds of taxes" imposed by California Constitution Article XIIIB does not apply to special assessments and improvement 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

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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 early 1990, the US 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-time owners of comparable property 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 upheld 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 US Supreme Court agreed to hear the appeal in the challenge relating to commercial property, but the plaintiff subsequently decided to drop the case.

On October 7, 1991, the US Supreme Court granted the plaintiff's petition for a writ of certiorari and agreed to hear the Nordlinger v Lynch case. On June 18, 1992, the US Supreme Court affirmed the Nordlinger decision (112 US 2326) of the California Court of Appeal, Second Appellate District, which previously held that Article XIIIA does not violate the US Constitution.

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 XIIID to the California Constitution, and with the exception of certain provisions, Articles XIIIC and XIIID became effective on November 6, 1996.

Article XIIID, entitled "Assessment and Property Related Fee Reform" ("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. The provisions of Section 4 of Article XIIID apply to the unpaid assessments that secure the Bonds and have been complied with.

Article XIIIC, entitled "Voter Approval of 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. Article XIIIC does not define the term "assessment," and it is unclear whether this term is intended to include assessments levied under the 1913 Act. Furthermore, Section 3 is not, by its terms, restricted in its application to assessments that were levied on or after July 1, 1997.

In the case of the unpaid Reassessments which are pledged as security for payment of the Bonds, the 1915 Act provides a mandatory, statutory duty of the City and the Merced County Auditor to post installments on account of the unpaid Reassessments to the Merced County property tax roll each year while any of the Bonds are outstanding, commencing with the 2003-04 property tax year,

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in aggregate amounts equal to the principal of and interest on the Bonds coming due in the succeeding calendar year. The initiative power cannot be used to reduce or repeal the unpaid Reassessments that are pledged as security for payment of the Bonds or to otherwise interfere with the mandatory, statutory duty of the City and the Merced County Auditor with respect to the unpaid Reassessments that are pledged as security for payment of the Bonds.

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 regarding 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 government.

Covenant to Commence Superior Court Foreclosure

The Refunding Act and the 1915 Act provides that in the event any Reassessment 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 Reassessment. In such an action, the real property subject to the unpaid Reassessment may be sold at judicial foreclosure sale. This foreclosure sale procedure is not mandatory. However, in the Bond Resolution, the City has covenanted that, in the event any Reassessment 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 Merced County to foreclose the lien on each delinquent assessment if (i) the sum of unsecured Reassessment delinquencies for the preceding fiscal year exceeds 5% of the assessment installments 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 foreclosure or foreclosures are necessary, there may be a delay in payments to the owners of the Bonds, 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.

Prior to July 1, 1983, the right of redemption from foreclosure sales was limited to a period of one year from the date of sale. Under legislation effective July 1, 1983, the statutory right of redemption from such foreclosure sales has been repealed. However, a period of 140 days must elapse after a court adjudges and decrees a 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 may be commenced by the delinquent property owner within 90 days after the date of sale to set aside such sale.

Price Realized Upon Foreclosure

Amendments to the 1915 Act enacted in 1988, effective January 1, 1989, provide that, under certain circumstances, property may be sold upon 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 installments 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 court 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 Minimum Price or without a Minimum Price will not result in an ultimate loss to the Owners.

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B) Owners of 75% or more of the outstanding Bonds, by principal amount, have consented to such petition by the City and the sale will not result in an ultimate loss to the non-consenting Owners.

C) Owners of 75% 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 Owners.

5) No other remedy acceptable to Owners of 75% 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 permit participation by the Owners in its consideration of the petition as necessary to its determinations.

Implementation of the above-described Minimum Price prov1s10n by the court upon foreclosure could result in nonpayment of amounts due to Owners who are not in agreement with the 75% of such Owners 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.

Refunding Bonds

Pursuant to the Refunding Act, 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 "THE BONDS -- Refunding Bonds." Upon issuing refunding bonds, the City Council could require that the Bonds be exchanged for refunding bonds on any basis that the City Council determines is for the City's benefit, if the Owners 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.

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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 may be no market for them, depending upon prevailing market conditions and the financial condition or market position of firms who may make the secondary market.

No Bond Insurance

The City has not purchased, nor does it contemplate purchasing, bond or similar insurance to cover any delinquencies or defaults with respect to interest or principal payments pertaining to the Bonds.

Risk of Uninsured Property Loss

Development of the assessed parcels could be damaged or destroyed by earthquake, flood or other casualty for which the property owners are uninsured. No assurance can be given that the owners of assessed parcels will be able or willing to make payments of Reassessments in the event of such a catastrophic loss.

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.

No Independent Representation

Neither the Underwriter nor the City has retained counsel (i) to independently verify the accuracy or completeness of the information contained in the Official Statement or (ii) to protect the interests of prospective purchasers of Bonds. Prospective investors are encouraged to seek the advice of their own counsel prior to making an investment decision. Prospective purchasers of Bonds have not been independently represented with regard to the preparation of this Official Statement or otherwise in connection with this offering. Disclosure Counsel has assisted with the preparation of this Official Statement, but has not been engaged to protect the interests of prospective purchasers of Bonds.

ENFORCEABILITY OF REMEDIES

The remedies available to the Paying Agent, the City, or the Owners of the Bonds upon any nonpayment of Reassessment 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 Refunding Act, 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

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principles, to the exercise of judicial discretion in appropriate cases, and to the limitations on legal remedies in the State of California.

ABSENCE OF MATERIAL LITIGATION

At the time of delivery of and payment for the Bonds, the City will certify that there is no controversy or litigation now pending against the City, or, to the knowledge of its officers, threatened, restraining, or enjoining the issuance, sale, execution, or delivery of the Bonds or in any way contesting or affecting the validity of the Bonds. The Developer will certify that there is no controversy or litigation now pending against the Developer, or, to the knowledge of its officers, threatened, restraining, or enjoining the issuance, sale, execution, or delivery of the Bonds or in any way contesting or affecting the validity of the Bonds or the development within the Assessment District.

CERTAIN INFORMATION CONCERNING THE CITY

The City of Merced was incorporated in 1889 and encompasses 21.52 square miles. The City is located in Merced County and serves as the county seat. Located in the heart of the San Joaquin Valley approximately 110 miles southeast of San Francisco and 310 miles northwest of Los Angeles, the City is located on Highway 99, a dominant north-south freeway in California, and is served also by Highways 140 and 59. The City is less than two hours by car from Yosemite National Park to the east and to the west is Monterey Bay and the Pacific Ocean. Certain general information concerning the City is included herein as APPENDIX A hereto.

THE GENERAL FUND OF THE CITY IS NOT LIABLE FOR THE PAYMENT OF THE BONDS OR THE INTEREST THEREON, AND THE TAXING POWER OF THE CITY IS NOT PLEDGED FOR THE PAYMENT OF THE BONDS OR THE INTEREST THEREON.

TAX MATTERS

In the opinion of Robert M. Haight, 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 B 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 be 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 Bond Counsel assumes compliance with these covenants. Bond Counsel has not undertaken to determine ( 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.

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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 are taken or omitted on the advice or approval of bond counsel other than Robert M. Haight.

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 income taxes, the ownership or disposition of or the accrual or receipt of interest on, the Bonds may otherwise affect an Owner's federal tax liability. The nature and extent of these other tax consequences will depend upon the particular tax status or the Owner or the Owner's other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences.

The Internal Revenue Service (the "IRS") has initiated an expanded program for the auditing of tax-exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the IRS. It is also possible that the market value of the Bonds might be affected as a result of such an audit of the Bonds ( or by an audit of similar bonds).

APPROVAL OF LEGALITY

The validity of the bonds and certain other legal matters are subject to the approving opinion of Robert M. Haight, Bond Counsel. A complete copy of the proposed form of bond counsel opinion is contained in APPENDIX B hereto and is printed on the Bonds. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement.

Certain legal matters will be passed upon for the City by the City Attorney. Certain other legal matters will be passed on for the City by Fulbright & Jaworski L.L.P., Disclosure Counsel. The fees of Bond Counsel and Disclosure Counsel are contingent upon the issuance of the Bonds.

UNDERWRITING

Pursuant to a Bond Purchase Contract ( the "Purchase Agreement") between the City and Brandis Tallman LLC, as Underwriter, (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 $91,280.00. The Purchase Agreement 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 Purchase Agreement, 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.

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CONTINUING DISCLOSURE

The City and the Developer each have covenanted for the benefit of Owners to provide an annual report (the "Annual Report"), containing certain financial information and operating data relating to the Assessment District and the property in the Assessment District and to provide notices of the occurrence of certain enumerated events, if material. The City and the Developer each have retained the services of U.S. Bank National Association, as Dissemination Agent, to file each Annual Report with each Nationally Recognized Municipal Securities Information Repository. The specific nature of the information to be contained in each Annual Report or each notice of material events, if any, is set forth in the Continuing Disclosure Certificate, the form of which is attached hereto as APPENDIX D - Issuer's Continuing Disclosure Certificate and Developer's Continuing Disclosure Certificate. These covenants have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5), as amended (the "Rule"). Neither the City nor Developer has failed to comply with any previous undertaking with regard to the Rule.

MISCELLANEOUS

The preparation and distribution of this Official Statement has been authorized by the City. At the time of delivery of the Bonds, one or more officials of the City will furnish a certificate stating that to the best of his or her knowledge this Official Statement, as of its date and as of the date of delivery of the Bonds, does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained herein, in light of the circumstances in which they were made, not misleading.

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 are a part of this Official Statement.

Any statements in this Official Statement involving matters of opinion or of estimates, whether or not expressly so stated, are intended as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The Official Statement is not to be construed as a contract or agreement between the City and the purchasers or Owners of any of the Bonds.

This Official Statement is submitted in connection with the initial offering and sale of the Bonds and may not be reproduced or used, in whole or in part, for any other purpose.

CITY OF MERCED

By: Bradley R. Grant Finance Director

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APPENDIX A

CITY OF MERCED ECONOMIC, FINANCIAL AND DEMOGRAPHIC INFORMATION

The following information concerning the City of Merced and the County of Merced is presented as general background data. The Bonds are payable solely from revenues of the Bonds as described in the Official Statement. The Bonds are not an obligation of the City, and the taxing power of the City is not pledged to the payment of the Bonds.

Merced County

Merced County ( the "County") is located in the north central portion of the State of California, within the Central Valley, between the Diablo Maintain Ranges to the west, and the Sierra Nevada Mountain Range to the east. The Central Valley is formally known as the Sacramento Valley in the northern half of the state, and the San Joaquin Valley in its south-central portion. It is bordered to the north by Stanislaus County, to the east by Mariposa County, to the south by Madera and Fresno Counties, and the west by San Benito, Santa Clara, and Stanislaus Counties.

The County encompasses approximately 2,008 square miles, of which approximately 77% is in agriculture. The County stretches from flat, rich farmland in the western portion, to high Sierra Mountains at over 5,000 feet in the eastern portion of the County.

City of Merced

The City of Merced ( the "City") is located in the County and serves as the county seat. The City, located in the heart of the San Joaquin Valley approximately 110 miles southeast of San Francisco and 310 miles northwest of Los Angeles, is 21. 52 square miles in size. The City is located on Highway 99, a dominant north-south freeway in California, and is served also by Highways 140 and 59. The City is less than two hours by car from Yosemite National Park to the east and to the west is Monterey Bay, the Pacific Ocean, and miles of beaches. The community is served by rail passenger service, scheduled air service, and two bus lines. The two railroads, Union Pacific and Burlington Northern-Santa Fe, have main lines that pass through the City.

The economy has traditionally relied upon agribusiness and upon the presence of Castle Air Force Base. Over the past twenty years, more diversified industry has entered the area, including printing, fiberglass boat building, warehousing and distribution, and packaging industries. In September 1995, Castle Air Force Base closed after phasing down over the previous three years. This has affected residential real estate and some sectors of the retail and service economies, but overall retail has continued to increase. No significant increase in unemployment has been noted. Re-use of the former base is actively proceeding.

Industrial development is increasing in the area. Since 1992, more than 400,000 square feet of new industrial activity has started. In May 1995, Merced was selected as the home of the next University of California campus. Local planning is underway to accommodate campus development, which is expected to commence in a few years and will eventually accommodate about 25,000 students.

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Municipal Government

The City was incorporated in 1889, and operates as a charter city. The City operates under the Council-Manager form of government. The six City Council members are elected-at-large for staggered four-year terms and the Mayor is elected for a two-year term. The City Council appoints a City Manager to administer the affairs of the City.

Population

Population figures for the City and the County for the last ten years are shown in the following table.

Fiscal Year Population

1993-94 60,845 1994-95 61,712 1995-96 60,973 1996-97 61,395 1997-98 62,032 1998-99 62,799 1999-00 63,330 2000-01 65,363 2001-02 66,059 2002-03 67,610

CITY OF MERCED POPULATION ESTIMATES

Population Merced Change County

Percentage Population 1.7% 198,807 1.4% 202,789

-1.2% 198,472 0.7% 200,961 1.1% 204,422 1.2% 206,887 0.8% 210,138 3.2% 216,656 1.1% 218,868 2.3% 223,626

Source: State California Department of Finance - Population Research Unit.

Employment

City Population as a Percentage

of County 30.6% 30.4% 30.7% 30.7% 30.4% 30.4% 30.1% 30.2% 30.2% 30.2%

The California Employment Development Department estimates that as of November 2003 the civilian labor force for residents of the County was 93,900, of whom 80,900 were employed. The unadjusted unemployment rate as of November 2003 was approximately 13.8%. The County and the City have a high unemployment rate due to the seasonal nature of the primary industry: agriculture. The following table summarizes the civilian labor force, employment and unemployment in the County and the City for the calendar years 1998 through 2002.

[Balance of page intentionally left blank.}

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CIVILIAN LABOR FORCE EMPLOYMENT, UNEMPLOYMENT, AND UNEMPLOYMENT RATE

(Annual Average)

Year Area Labor Force Employment

1998 City 26,020 22,120 County 85,600 72,700

1999 City 25,600 22,220 County 84,200 73,000

2000 City 25,960 22,250 County 85,500 73,200

2001 City 25,580 22,030 County 84,200 72,400

2002 City 27,060 23,210 County 89,100 76,300

-----

Note: The unemployment rate is calculated using unrounded data.

Source: Employment Development Department, Labor Market Information Division.

Major Employers and Taxpayers

The following table lists the City's major employers.

CITY OF MERCED MAJOR EMPLOYERS

Company Employment

Merced Color Press........................ 850 Bianachi & Sons Packing............... 500 Lipton............................................. 450 Kellar Industries............................. 450 McLane Pacific.............................. 250 Yosemite Wholesale...................... 230 W ellmade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140 Pepsi Co......................................... 135

Source: The Greater Merced Chamber of Commerce.

Unemployment Unemployment

3,900 12,900

3,380 11,200

3,710 13,300

3,550 11,800

3,850 12,800

Products

Printing Tomato Packing Food Processing

Ladders Grocery Distribution Grocery Distribution

Lighting Fixtures Bottling Plant

Rate

15.0 15.1

13.2 13.3

14.3 14.4

14.0 13.9

14.2 14.4

The following table lists the assessed value of the City along with the principal property taxpayers.

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CITY OF MERCED ASSESSED VALUATION

(June 30, 2003)

Total Assessed Value ........................................ .

World Color Press Inc ....................................... . Conopco Inc ....................................................... . Safeway Inc ........................................................ . Scholle Corporation ........................................... . McLane Company Inc ....................................... . Gray block LLC .................................................. . Costco Wholesale Corporation .......................... . Wamco Inc ......................................................... . Merced Mall LTD A Partnership ...................... . HD Development of Maryland .......................... . T~~---································································

Source: Merced County Auditor.

Commercial Activity

Assessed Value

$2 559 139 910

$112,807,580 50,042,636 25,727,631 22,869,523 16,081,584 14,286,409 13,513,020 12,925,156 11,165,290 10978360

$ 290 397 189

Percentage of Assessed Value

100.00%

4.41% 1.96% 1.01% 0.89% 0.63% 0.56% 0.53% 0.51% 0.44% 0.43%

11.35%

During calendar year 2002, total taxable transactions in the City were approximately $924,567,000, or 2.6% greater than total taxable transactions that occurred in the City during 2001. A summary of historic taxable sales within the City during the past five years is shown in the following table.

Retail Stores .. Apparel Stores .. General Merchandise Stores .. Food Stores .. Eating and Drinking Places ... Home Furnishings and Appliances .. Bldg. Materials and Farm Implrnnts .. Auto Dealers and Auto Supplies .. Service Stations .. Other Retail Stores .. Retail Store Totals ..

All Other Outlets ...

TOTAL ALL OUTLETS ..

Source: State Board of Equalization.

CITY OF MERCED TAXABLE TRANSACTIONS

( dollars in thousands) 1998-2002

1998 1999

$ 16,686 $ 16,349 157,880 170,437 36,210 39,104 53,518 58,170 18,721 20,609 34,623 47,623

143,055 160,971 35,787 39,141 59,352 66,764

555,832 619,168

154,945 153,993

$710,777 $773,161

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2000 2001 2002

$ 16,168 $ 16,769 $ 18,558 187,613 196,711 203,127 42,332 39,546 42,747 61,319 66,056 69,415 23,271 22,703 25,543 56,709 65,950 70,196

176,548 201,967 222,093 44,205 43,241 42,915 72,190 80,267 83,440

680,355 736,681 778,034

163,601 168,186 146,533

$843,956 $901,711 $924,567

Median Effective Buying Income

Effective buying income ("EBI") is designated by Sales and Marketing Management Magazine as personal income less personal tax and non-tax payments. Personal income is the aggregate of wages and salaries, other labor income (such as employer contributions to private pension funds), proprietor's income, rental income (which includes imputed rental income of owner occupants of non-farm dwellings), dividends paid by corporations, personal interest income from all sources, and: transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local, non-tax payments (such as fines, fees, penalties), and personal contributions for social insurance. Effective buying income is a bulk measure of market potential. It indicates the general ability to buy and is essential in comparing, selecting and grouping markets on that basis. The following table demonstrates the growth in annual estimated EBI for the County, the State of California and the United States.

1998

1999

2000

2001

2002

MERCED COUNTY EFFECTIVE BUYING INCOME

As of January 1, 1998 through 2002

Merced County ............................. . California ..................................... . United States ................................ .





Total Effective Buying Income (OOO's Omitted)

$2,162,050 551,999,317

4,621,491,738

$2,269,175 590,376,663

4,877,786,658

$2,511,734 652,190,282

5,230,824,904

$2,255,956 650,521,407

5,303,481,498

$2,615,518 647,879,427

5,340,682,818

Source: Sales & Marketing Management Survey of Buying Power.

Construction Activity

Median Household Effective Buying

Income

$25,519 37,091

$35,377

$26,749 39,492 37,233

$29,488 44,464 39,129

$26,938 43,532 38,365

$32,478 42,484 38,035

Building activity for the past five years in the City is shown in the following table.

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Fiscal Residential Year Units

1998-99 214 1999-00 288 2000-01 406 2001-02 1,381 2002-03 1,887

CITY OF MERCED TOTAL BUILDING PERMIT VALUATIONS

Fiscal Years 1998-99 through 2002-03

Residential Com/Ind Com/Ind Valuations Permits Valuations

19,526,107 9 3,177,073 29,397,421 7 4,123,000 46,530,364 4 3,114,000 59,407,745 10 5,376,030 98,648,513 273 25,360,673

Source: City of Merced Planning and Building Departments.

Highway Linkage And Transport

Other Other Permits Valuations

1,020 14,193,768 1,147 19,284,495 1,101 19,032,738

379 23,908,926 168 450,040

The County is linked to other parts of California by State Highway 99, a major north-south arterial, and State Highway 152, an east-west arterial that extends from Highway 99 west to Interstate Route 5 and beyond, over Pacheco Pass into the southern portion of the San Francisco Bay Area. Other north-south and east-west highways that traverse the County include State Highways 33, 165, 59, and 140. Highway 140 from the City connects west to Interstate Route 5, and east into the foothills, Yosemite, and up into the Sierra Nevada Mountains.

An additional primary arterial is County Road J7 (Santa Fe Drive). This roadway parallels the Santa Fe Railroad line, and serves as a secondary corridor through the County. Santa Fe begins in the southern portion of the City, and travels northwesterly through Atwater, Winton, Cressey, Ballico, and into Stanislaus County. The roadway terminates in Empire, immediately southeast of Modesto.

Public Transit

The City is served by a city bus system (Merced Transit System, MTS). A regional bus service (Merced Area Regional Transit, MARTS) provides service throughout the County. Greyhound Bus Lines and several private tour and charter companies also serve the area.

Rail Transport

The Burlington Northern-Santa Fe and Union Pacific Railroads serve the area. Amtrak provides passenger rail service for the area.

Water Transport

A deep-water port is located in Stockton, approximately 65 miles to the north of the City. Stockton is a true deep-water port with bulk cargo facilities allowing worldwide shipping of the agricultural commodities dominant in the region.

Aviation

There is a general aviation airport in the City with commuter service to Las Vegas, Nevada. In addition, scheduled commuter air service to other locations may be accessed through Modesto or Fresno. The Modesto City/County Airport is located about 40 miles north of Merced, and Fresno Air Terminal is about 60 miles to the south. These two airports both offer daily flights by major carriers.

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There is also a small general aviation airport in Los Banos. Castle Air Force Base was closed in 1995 and the facility has been converted to civilian uses. Additionally, there are four international airports, Sacramento, Oakland, San Jose and San Francisco, all within a two-hour drive.

Trucking

Numerous trucking firms operate from the area, including common earners and general haulers.

State of California Enterprise Zone

The Merced-Atwater area was designated an enterprise zone by the State in late 1991. Being within the zone provides four state-related business tax incentives for corporations and individuals that operate or invest in the area. A fifth incentive is available to employees who work in the zone, in the form of an income tax credit on wages earned in the zone.

Cultural and Recreational Resources

The City is approximately midway between the metropolitan areas of Fresno and Stockton, and has convenient access to the Modesto area as well. The City operates many community facilities. Construction was recently completed on the McCombs Youth Center. The Parks and Community Service Department operates 29 parks within the City. Applegate Park was one of the first parks to be constructed in the City, dating back to 1937. Today, it is a beautifully developed and landscaped twenty-three acres located in the heart of the City. Unique to the area is a zoo that attracts visitors from throughout the San Joaquin Valley. Also drawing attention is Kiddieland, with a variety of amusements for children, including a train that runs through the park The park is also home to the Merced Open Air Theater which hosts celebrations of music and art. Merced has over 12 miles of class one, grade-separated bike paths, that along with the City's other bike lanes, connect most of Merced' s open space park system. The annual Merced County Fair is very popular, and Merced is the location of the Merced County Arts Center and the Merced Civic Center. Merced also has its own Merced Symphony Orchestra.

The Merced County Historical Society has gathered artifacts that are displayed in the Merced County Courthouse Museum, as well as other museums throughout the County. The Castle Air Museum in Atwater is next to what was the Castle Air Force Base. This museum has its focus on military aviation with numerous historical aircraft on permanent display. In addition, there is the Agricultural Museum of Merced County and the Yosemite Wildlife Museum within the City of Merced.

Southern and southwestern Merced County has numerous wildlife areas and reservoirs. These include the Kesterson, San Luis, and Merced National Wildlife Refuges, and the Los Banos, Volta and O'Neill Forebay Wildlife Areas. These areas combine for over 10,000 acres of natural habitat with Tule Elk and a multitude of waterfowl, and other creatures.

Also in this western part of the County are the San Luis, O'Neill Forebay, and Los Banos Creek Reservoirs. These areas are popular for fishing, general boating, camping and sailing. The many lakes, rivers and forests in the foothills and Sierra Nevada Mountains to the east also provide recreational opportunities, including Yosemite National Park

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Retail Service

The City is well supported by retail shopping facilities, with regional shopping also located to the south in Fresno, and to the north in Turlock and Modesto. In the early l 990's, there were several significant retailers added to the Merced area: Target, Wal-Mart, Costco, Toys-R-Us, Walgreen's, Orchard Supply Hardware, Blockbuster Video, Circuit City, Sears, J. C. Penney, Mervyns, Home Depot, several theme restaurants, a brew pub, and new car dealerships.

A downtown redevelopment plan was adopted in December 1999 to enhance downtown shopping by creating a new entertainment and dining center.

These additions have resulted in expansions in jobs, a significant increase in retail sales taxes, and the stimulation to the local economy, whereby the local dollars are not being spent in other communities.

General/Public Services and Utilities

The City provides a broad range of services, including construction and maintenance of highways, streets and infrastructure, planning and zoning activities, public transit, recreational activities and cultural events for all ages. There are three police stations within the City with 80 policemen and officers. Four fire stations are located within the City with 51 firemen and officers.

Pacific Gas & Electric Company (PG&E) provides electricity and gas service throughout the region. SBC is the primary provider of local telephone service, with long-distance telephone service available from a number of different carriers. Water and sewer service is supplied to the area by the individual cities within the County. In the City of Merced, the current water demand is approximately 60% of capacity, and the capacity of the sewer treatment plant is now in the process of being upgraded to restore it to its original capacity of 1 Omgd. The City considers itself to have excess water and sewer capacity for the foreseeable future.

Educational Services

Within the City of Merced, public schools include 12 elementary, 4 middle and 3 high schools, and private schools include 4 K-8 and 3 high schools. Merced Community College, Chapman University a shared campus for California State University Stanislaus and the soon to be opened University of California Merced are located in or near the City. The City is serviced by a cable company and 3 regional and 2 community newspapers.

Medical Facilities

The are two general hospitals in Merced, Merced Community Medical Center and Mercy Hospital. Overall, there are over 130 medical doctors within the Merced City Limits, along with numerous dentists, optometrists, chiropractors, psychologists and others. It is estimated that there are over 2,000 employees in the health care industry in Merced.

Mercy Hospital and the U. C. Davis Medical Center have completed a cancer center on land located at the southeast corner of North G Street and Cormorant Drive.

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APPENDIXB

FORM OF OPINION OF BOND COUNSEL

Honorable City Council City of Merced 678 W. 18th Street Merced, California 95340

OPINION: $5,705,000 City of Merced

February~ 2004

Fahrens Park Refunding Reassessment District 2004 Limited Obligation Refunding Bonds

Ladies and Gentlemen:

We have acted as Bond Counsel in connection with the issuance by the City of Merced (the "City") of the City of Merced, Fahrens Park Refunding Reassessment District, 2004 Limited Obligation Refunding Bonds, dated February 12, 2004, in the aggregate principal amount of $5,705,000 (the "Bonds") pursuant to the Refunding Act for 1915 Act Improvement Bonds, Division 11. 5 of the California Streets and Highways Code (the "Act") and Resolution No. 2004-16 of the City adopted on January 20, 2004 (the "Resolution of Issuance"). We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion.

In such connection, we have reviewed the Resolution of Issuance, the Tax Certificate of the City dated the date hereof (the "Tax Certificate"), certificates of the City 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 referred to in the Resolution of Issuance, 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, and 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.

As to questions of fact material to our opinion, we have relied upon representations of the City contained in the Resolution of Issuance, the Tax Certificate and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify such facts by independent investigation.

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Based upon our examination, we are of the opinion, under existing law, that:

1. The Bonds have been duly authorized, executed and delivered by the City and are valid and binding Bond obligations of the City, payable solely from the sources provided therefor in the Resolution oflssuance.

2. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted net book income and adjusted current earnings. The opinions set forth in the preceding sentence are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. We express no opinion regarding other federal tax consequences arising with respect to the Bonds.

3. The interest on the Bonds 1s exempt from personal mcome taxation imposed by the State of California.

4. The purposes for which the proceeds of the Bonds are to be applied are permitted under applicable law.

The rights of the owners of the Bonds and the enforceability of the Bonds and the Resolution of Issuance may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in appropriate cases.

Respectfully submitted,

ROBERT M. HAIGHT Attorney at Law

B-2

APPENDIXC

REASSESSMENT DIAGRAM

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REASSESSMENT DIAGRAM REFUNDING AND REASSESSMENT DISTRICT NO. 2004

LIMITED OBLIGATION REFUNDING BONDS (FAHRENS PARK)

CITY OF MERCED. COUNTY OF MERCED STATE OF CALIFORNIA.

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APPENDIXD

ISSUER'S CONTINUING DISCLOSURE CERTIFICATE

and

DEVELOPER'S CONTINUING DISCLOSURE CERTIFICATE

$ _____ _

CITY OF MERCED FARRENS PARK REFUNDING AND REASSESSMENT DISTRICT

2004 Limited Obligation Refunding Bonds

ISSUER'S CONTINUING DISCLOSURE CERTIFICATE

This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Merced (the "Issuer") in connection with the issuance of $ aggregate principal amount of City of Merced (the "Issuer") 2004 Limited Obligation Refunding Bonds (the "Bonds") for Fahrens Park Refunding and Reassessment District (the "Reassessment District"). The Bonds are being issued pursuant to a resolution authorizing issuance of the Bonds, Resolution No. 2004-16 (the "Resolution"), adopted by the City Council of the Issuer on January 20, 2004. The Issuer covenants and agrees as follows:

Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders of the Bonds and in order to assist the Underwriters in complying with SEC Rule l 5c2-l 2(b )( 5).

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 Issuer pursuant to, and as described in, Section 3 and 4 of this Disclosure Certificate.

"Beneficial Owner" shall mean any person that 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 or depositories.

"Dissemination Agent" shall mean U.S. Bank National Association, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation.

"Fiscal Year" shall mean the one-year period ending on June 30 of each year.

"Holders" shall mean either the registered owners of the Bonds, or, if the Bonds are registered in the name of The Depository Trust Company or another recognized depository, any Beneficial Owner or applicable participant in its depository system.

"Listed Event" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate.

"National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository approved by the Securities and Exchange Commission.

D-1

"Official Statement" shall mean the Official Statement dated January~ 2004, pertaining to the Bonds.

''Participating Undenvriter" shall mean Brandis Tallman, LLC, and any other original underwriters of the Bonds, if any, required to comply with the Rule in connection with offering of the Bonds.

''Preliminary Official Statement" shall mean the Preliminary Official Statement dated January~ 2004, pertaining to the Bonds.

"Repository" shall mean each National Repository and each State Repository.

"Rule" shall mean Rule l 5c2-l 2(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 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.

"Tax-exempt" shall mean that interest on the Bonds is excluded from gross income for federal income tax purposes, whether or not such interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating any other tax liability, including any alternative minimum tax or environmental tax.

Section 3. Provision of Annual Report.

(a) Until the obligation is terminated pursuant to Section 6 herein, the Issuer shall provide, or shall cause the Dissemination Agent to provide, not later than December 1 of each year, commencing December 1, 2004, to each Repository an Annual Report relating to the immediately preceding Fiscal Year 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 cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer 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 they are not available by that date. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(f).

(b) Until the obligation is terminated pursuant to Section 6 herein, not later than fifteen (15) business days prior to the December 1 date, the Issuer shall provide the Annual Report to the Dissemination Agent (if other than the Issuer). If the Issuer is unable to provide to each Repository an Annual Report by the date required in subsection (a), 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 Annual Report, the name and address of each Repository, and file the Annual Report with each Repository; and

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(ii)

Section 4.

if the Dissemination Agent is other than the Issuer, following the filing of the Annual Report with each Repository, file a certificate with the Issuer certifying that the Annual Report has been filed with each Repository pursuant to this Disclosure Certificate, stating the date on which the Annual Report was filed, and listing each Repository (by name and address) with which it was filed provided that, if the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board; and provided further that the Issuer shall clearly identify each such other document so included by reference.

Content of Annual Report. The Issuer's Annual Report shall contain or incorporate by reference the following:

(a) Principal amount of Bonds outstanding, including principal amount and years of maturity of Bonds, if any, called for redemption in advance of maturity.

(b) Balance in each of the following funds established pursuant to the Resolution:

(i) the Improvement Fund;

(ii) the Redemption Fund;

(iii) the Special Reserve Fund.

( c) Identification of each parcel for which any installment of the unpaid assessment is delinquent, together with the following information respecting each such parcel:

(i) the amount delinquent ( exclusive of late charges and monthly penalties for reinstatement);

(ii) the date (December 10 or April 10) of the first delinquency;

(iii) in the event a foreclosure complaint has been filed respecting such delinquent parcel and such complaint has not yet been dismissed, the date on which the complaint was filed in the Merced County Superior Court.

(iv) in the event a foreclosure sale has occurred respecting such delinquent parcel, a summary of the results of such foreclosure sale.

( d) A current statement of the status of completion or progress toward completion of the public improvements described on Pages 21 and 22 of the Official Statement, under the caption "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS -- Improvements."

( e) A current statement of the land-secured public financing information summarized on Page 15 under the caption "THE BONDS -- Priority of Lien."

(f) A current statement of the parcel information set forth in the Reassessment Roll under the caption "THE REASSESSMENT DISTRICT AND THE IMPROVEMENTS - Value to Lien Ratios," for both existing and future parcels.

D-3

(g) The audited financial statement of the Issuer for the preceding Fiscal Year prepared in accordance with generally accepted accounting practices; provided, that if the audited financial statements are not available at the time of filing of the Annual Report, they may be filed separately after filing of the Annual Report but the Annual Report shall contain unaudited financial statements of the Issuer for the preceding Fiscal Year, and provided, further that in each Annual Report or other filing containing the financial statements, the following statement shall be included in bold type:

"THE FOLLOWING FINANCIAL STATEMENT IS PROVIDED SOLELY TO COMPLY WITH THE SECURITIES AND EXCHANGE COMMISSION STAFF'S INTERPRETATION OF RULE 15c2-12. NO FUNDS OR ASSETS OF THE CITY OF MERCED (OTHER THAN THE ASSESSMENTS LEVIED IN THE ASSESSMENT DISTRICT) ARE REQUIRED TO BE USED TO PAY DEBT SERVICE ON THE BONDS AND THE CITY IS NOT OBLIGATED TO ADVANCE AVAILABLE FUNDS FROM THE CITY TREASURY TO COVER ANY DELINQUENCIES. INVESTORS SHOULD NOT RELY ON THE FINANCIAL CONDITION OF THE CITY IN EVALUATING WHETHER TO BUY, HOLD OR SELL THE BONDS."

In each instance above in this Section 4 or in Section 5, the term "current" shall mean as of the end of the Fiscal Year to which the Annual Report relates, unless a later date is selected by the Issuer and stated in said Annual Report.

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 Issuer or related public entities, which have been submitted to each of the Repositories; provided that, if the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board; and provided further that the Issuer shall clearly identify each such other document so included by reference.

Section 5. Issuer's Report of Significant Events. So long as the Issuer is obligated hereunder and said obligation has not been terminated pursuant to Section 6, the Issuer shall report significant events, with respect to Property owned by the Issuer, as described in this Section 5.

(a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following event (Listed Events) with respect to the Bonds, if material:

(i) principal or interest payment delinquencies.

(ii) non-payment related defaults, including any default with respect to the foreclosure covenant set forth in Section of the Resolution.

(iii) modifications to the rights of bondholders.

(iv) bond calls, including bond calls resulting from prepaying of assessments.

(v) defeasances.

(vi) rating changes.

(vii) adverse tax opinions or events adversely affecting the tax-exempt status of the Bonds.

D-4

(viii) unscheduled draws on the Special Reserve Fund reflecting financial difficulties.

(ix) any unscheduled draw on a credit enhancement facility, if any, reflecting financial difficulties.

(x) any change in the provider of any credit enhancement facility, if any, or any failure by any such provider to perform on the credit enhancement facility, if any.

(xi) the release, substitution or sale of property securing repayment of the Bonds, if any.

(b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall as soon as possible determine if such event would be material.

( c) If the Issuer determines that knowledge of the occurrence of a Listed Event would be material, the Issuer shall promptly file or cause the filing of a notice of such occurrence with each Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(iv) and (a)(v) need not be given under this subsection any earlier 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 Obligation. The Issuer's continuing obligation under this Disclosure Certificate shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds.

Section 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be U.S. Bank National Association.

Section 8. Amendment: Waiver. Notwithstanding any other provision of the Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule.

Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer 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 Issuer 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 Issuer shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

D-5

Section 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any Participating Underwriter, or any Holder 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 Issuer to comply with its obligations under this Disclosure Certificate. The sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance.

Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of Issuer's powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities caused or claimed to have been caused (whether in whole or in part) by Issuer's or the Dissemination Agent's negligence or willful misconduct. The obligations for the Issuer 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 Issuer and shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Underwriter, the Issuer, and Holders from time to time of the Bonds, and shall create no rights in any other person or entity.

Dated: February________, 2004

CITY OF MERCED, "Issuer"

By: ____________ _ Bradley R. Grant, Finance Director

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EXHIBIT A

NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT

Name oflssuer: CITY OF MERCED, CALIFORNIA

Name of Bond Issue: CITY OF MERCED, CALIFORNIA

2004 LIMITED OBLIGATION REFUNDING BONDS,

FARRENS PARK REFUNDING AND REASSESSMENT DISTRICT

Date oflssuance: February________;, 2004

NOTICE IS HEREBY GIVEN that Fahrens Park, a California Limited Partnership (the "Issuer") has not provided an Annual Report with respect to the above-named Bonds as required by Section 3 of the Issuer's Continuing Disclosure Certificate. The Issuer anticipates that the Annual Report will be filed by __________ _

Date:

U.S. BANK NATIONAL ASSOCIATION

Dissemination Agent

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$ _____ _

CITY OF MERCED FARRENS PARK REFUNDING AND REASSESSMENT DISTRICT

2004 Limited Obligation Refunding Bonds

DEVELOPER'S CONTINUING DISCLOSURE CERTIFICATE

This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by Fahrens Park, a California Limited Partnership (the "Developer") in connection with the issuance of $ aggregate principal amount of City of Merced (the "Issuer") 2004 Limited Obligation Refunding Bonds (the "Bonds") for Fahrens Park Refunding and Reassessment District (the "Reassessment District"). The Bonds are being issued pursuant to a resolution authorizing issuance of the Bonds, Resolution No. 2004-16 (the "Resolution"), adopted by the City Council of the Issuer on January 20, 2004. The Developer covenants and agrees as follows:

Section 13. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Developer for the benefit of the Holders of the Bonds and in order to assist the Underwriters in complying with SEC Rule 15c2-12(b)(5).

Section 14. 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 Developer pursuant to, and as described in, Section 3 and 4 of this Disclosure Certificate.

"Assumption Agreement" means an agreement by a Successor Developer, as containing terms substantially similar to this Disclosure Certificate, whereby such Successor Developer agrees to provide annual reports and notices of significant events with respect to the property owned by such Successor Developer.

"Beneficial Owner" shall mean any person that 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 or depositories.

"Development Plan" shall mean the specific improvements the Developer intends to make, or causes to be made, in order for each Specific Improvement Area to reach the Planned Development Stage, the time frame in which such improvements are intended to be made and the estimated costs of such improvements, as described in the Official Statement.

"Developer" shall mean Fahrens Park, a California Limited Partnership.

"Disclosure Period' shall mean the one-year period ending on June 30 of each year.

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"Disclosure Representative" shall mean the president, 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 Dissemination Agent from time to time.

"Dissemination Agent" shall mean U.S. Bank National Association, or any successor Dissemination Agent designated in writing by the Developer and which has filed with the Developer a written acceptance of such designation.

"Event of Bankruptcy" shall mean, with respect to a Developer, that such Developer files a petition 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 Developer asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of such Developer's debt or asks, seeks or prays for reorganization or to effect a plan of reorganization, or for a readjustment of such Developer'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 Developer, or if a receiver of the business or of the property or assets of such Developer is appointed by any court, or if such person makes a general assignment for the benefit of such Developer's creditors.

"Financial Plan" shall mean the method by which Developer intends to finance its Development Plan, including specific sources of funding for such Development Plan, as described on in the Official Statement.

"Holders" shall mean either the registered owners of the Bonds, or, if the Bonds are registered in the name of The Depository Trust Company or another recognized depository, any Beneficial Owner or applicable participant in its depository system.

"Listed Event" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate.

"National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository approved by the Securities and Exchange Commission.

"Official Statement" shall mean the Official Statement dated January~ 2004, pertaining to the Bonds.

"Planned Development Stage" shall mean with respect to each Specific Improvement Area the stage of development to which the Developer intends to develop each Specific Improvement Area, as described in the Official Statement, which is the stage at which backbone infrastructure is in place for each Specific Improvement Area, and the Developer has completed finished and buildable lots as described in the Official Statement under Financing Plan.

"Repository" shall mean each National Repository and each State Repository.

"Rule" shall mean Rule l 5c2-l 2(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.

"Specific Improvement Area" shall mean each of the following: (i) the improvement area more commonly known as Fahrens Park, Units 3A and B, and Units 4A, B, C and D.

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"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, which owns property in the Assessment District.

"Tax-exempt" shall mean that interest on the Bonds is excluded from gross income for federal income tax purposes, whether or not such interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating any other tax liability, including any alternative minimum tax or environmental tax.

"Underwriter" shall mean Brandis Tallman LLC, and any other original underwriters of the Bonds, if any, in connection with offering of the Bonds

Section 15. Provision of Annual Report.

(a) Until the obligation is terminated pursuant to Section 6 herein, the Developer shall provide, or shall cause the Dissemination Agent to provide, not later than December 1 of each year, commencing December 1, 2004, to each Repository an Annual Report relating to the immediately preceding Disclosure Period 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 cross-reference other information as provided in Section 4 of this Disclosure Certificate.

(b) Until the obligation is terminated pursuant to Section 6 herein, not later than fifteen (15) business days prior to the December 1 date, the Developer shall provide the Annual Report to the Dissemination Agent. If the Developer is unable to provide, or cause to be provided, to each Repository an Annual Report by the date required in subsection (a), the Dissemination Agent shall, first, confirm that the Developer's obligation hereunder has not been terminated pursuant to Section 6, 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 Annual Report, the name and address of each Repository, and file the Annual Report with each Repository; and

(ii) following the filing of the Annual Report with each Repository, file a certificate with the Developer certifying that the Annual Report has been filed with each Repository pursuant to this Disclosure Certificate, stating the date on which the Annual Report was filed, and listing each Repository (by name and address) with which it was filed provided that, if the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board; and provided further that the Developer shall clearly identify each such other document so included by reference.

Section 16. Content of Annual Report. So Long as the Developer is obligated hereunder and said obligation has not been terminated pursuant to Section 6, the Developer shall provide an

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Annual Report with respect to property owned by the Developer, which Annual Report shall have the following content:

(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 since the last Annual Report. The Developer shall track actual absorption relative to projected absorption according to the framework described in the Official Statement, identify any material deviations in actual versus expected sale prices, and identify zoning changes. The Developer shall also include the following:

(i) Information concerning recordation of final maps.

(ii) Information concerning the sale or transfer of property to non-affiliated parties.

(b) The Developer shall describe any significant changes in the Financing Plan for the development project, including:

(i) Changes in status of the credit line.

The Developer shall not be required to include financial statements, audited or otherwise, as a part of the Annual Report.

In each instance above in this Section 4 or in Section 5, the term "current" shall mean as of the end of the Disclosure Period to which the Annual Report relates, unless a later date is selected by the Developer and stated in said Annual Report.

Section 17. Developer's Report of Listed Events. So long as the Developer is obligated hereunder and said obligation has not been terminated pursuant to Section 6, the Developer shall report significant events, with respect to Property owned by the Developer, as described in this Section 5.

(a) Pursuant to the provisions of this Section 5, the Developer shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Bonds, if material:

The Annual Report shall contain or incorporate by reference the following:

(i) Any change in the legal structure of the Developer.

(ii) Any failure by the Developer to pay when due general property taxes, special taxes or assessments with respect to its property in the Assessment District.

(iii) Any previously undisclosed amendments to the land use entitlements or environmental conditions or other governmental conditions that are necessary to complete the Development Plan.

(iv) Any previously undisclosed legislative, administrative or judicial challenges to the Development Plan.

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(v) With respect to the Developer only, the occurrence of an Event of Bankruptcy or any denial or termination of credit, any denial or termination of, or 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 Financial Plan or Development Plan or on the ability of the Developer to pay assessment payments when due.

(b) Whenever the Developer obtains knowledge of the occurrence of a Listed Event, the Developer shall as soon as possible determine if such event would be material.

( c) If the Developer determines that knowledge of the occurrence of a Listed Event would be material, the Developer shall promptly notify the Dissemination Agent to file or cause the filing of a notice of such occurrence with each Repository.

Section 18. Termination of Developer's Reporting Obligation. The Developer's continuing obligation to provide an 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 point at which the Developer no longer owns more than twenty percent (20%) of the property in the entire Assessment District, or (3) with respect to a Specific Improvement Area, when the Specific Improvement 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 (a) such property conveyed is in excess of twenty percent (20%) of the entire Assessment District, then the Developer shall use its best efforts to have the Successor Developer enter into an Assumption Agreement, or (b) such property conveyed is in excess of fifty percent ( 50%) of the entire Assessment District, the Developer shall require a Successor Developer to enter into an Assumption Agreement, but only to the extent and upon the terms required by the Rule.

Section 19. Dissemination Agent. The Developer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be U.S. Bank National Association.

Section 20. Amendment: Waiver. Notwithstanding any other provision of the Disclosure Certificate, the Developer may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule.

Section 21. Additional Information. Nothing in 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 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 Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Developer shall have no obligation

D-12

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 22. Default. In the event of a failure of the Developer to comply with any provision of this Disclosure Certificate, the Underwriter, the Issuer, or any Holder 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. 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 action to compel performance.

Section 23. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Developer agrees to indemnify and save the Issuer, the Dissemination Agent, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of Developer's powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities caused or claimed to have been caused (whether in whole or in part) by Issuer's or the Dissemination Agent's negligence or willful misconduct. The obligations for the Developer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

Section 24. Beneficiaries. This Disclosure Certificate shall be binding upon the Developer and shall inure solely to the benefit of the Developer, the Dissemination Agent, the Underwriter, the Issuer, and Holders from time to time of the Bonds, and shall create no rights in any other person or entity.

Dated: February________, 2004

F AHRENS PARK, a California limited partnership

By: Dunmore Homes, LLC, a Delaware limited liability company

By: __________ _ Sidney B. Dunmore,

Chief Executive Officer and Manager

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EXHIBIT A

NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT

Name of Developer: F AHRENS PARK, A CALIFORNIA LIMITED PARTNERSHIP

Name of Bond Issue: CITY OF MERCED, CALIFORNIA

2004 LIMITED OBLIGATION REFUNDING BONDS,

FARRENS PARK REFUNDING AND REASSESSMENT DISTRICT

Date oflssuance: February________;, 2004

NOTICE IS HEREBY GIVEN that Fahrens Park, a California Limited Partnership (the "Developer") has not provided an Annual Report with respect to the above-named Bonds as required by Section 3 of the Developer's Continuing Disclosure Certificate. The Developer anticipates that the Annual Report will be filed by __________ _

Date:

U.S. BANK NATIONAL ASSOCIATION

Dissemination Agent

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APPENDIXE

APPRAISAL REPORT

SUMMARY REPORT OF A COMPLETE APPRAISAL

OF PORTIONS OF

FAHRENSPARK3A,3B,4A,4B,4C,AND4D

Consisting of 351 Residential Subdivision Lots in a 574-lot subdivision Located south of Yosemite Avenue, east of Highway 59,

in the northwestern portion of Merced, Merced County, CA

PREPARED FOR

Mr. Robert Haight, Esq. 5435-D Scotts Valley Drive Scotts Valley, CA 95066

On behalf of the City of Merced

VALUATION DATE

January 1 , 2004

DA TE OF REPORT

January 1 9, 2004

PREPARED BY

John A. Hillas, SRA Sierra Valuation Consultants

1300 10th Street, Suite G Modesto, California 95354

January 19, 2004

Mr. Robert Haight, Esq. 5435-D Scotts Valley Drive Scotts Valley, CA 95066

Sierra Valuation Consultants Real Estate Appraisal and Analysis 1300 Tenth Street, Suite G Modesto, CA 95354 (209) 569-0450 I (209) 569-0451 fax www.sierravaluation.com

Re: Summary Report of a Complete Appraisal Portions of Fahrens Park Subdivision Merced, Merced County, CA

Dear Mr. Haight:

In compliance with your request, I have performed a complete appraisal of the · above referenced property and have prepared this summary appraisal report. The

purpose of this appraisal was to develop an opinion of the Market Value of the subject lots, As If Complete, in Merchant Builder Magnitude, under the Hypothetical Assumption that the lots are complete as January 1, 2004.

The function of the appraisal will be to assist you and the City of Merced in analyzing the subject property as collateral for the "Fahrens Park Refunding Reassessment District." The intended client and sole intended users of the analyses and opinions contained herein are Mr. Robert Haight, Esq. and the City of Merced. This report is not intended for any other users or any other uses.

The appraisal and report are intended to comply with:

• The Uniform Standards of Professional Appraisal Practice (USPAP) • The Code of Professional Ethics and Standards of Professional Appraisal

Practice of the Appraisal Institute • The requirements of the State of California for State Certified Appraisers

I appreciate the opportunity to serve you, and trust you will advise me if I can be of further assistance.

itted,

California Certified General Real Estate Appraiser Certificate No.: AG002432 (01/21/05)

http://www.sierravaluation.com

© Copyright 2004 Sierra Valuation Consultants

Modesto, California

All Rights Reserved No part of this publication may be reproduced, nor may any portion be

incorporated into any information retrieval system without written permission from the publisher.

The descriptions, analyses and conclusions stated herein are intended for the exclusive use of

Mr. Robert Haight, Esq., and the City of Merced.

TABLE OF CONTENTS

Appraisal Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Summary of Facts and Conclusions ............................................................ 3

PREMISES OF THE APPRAISAL ................................................................. 4

Appraisal Purpose, Scope and Function ...................................................... 5 Definitions of Terminology ........................................................................ 7 Identification of Subject Property ............................................................... 9 Assumptions and Limiting Conditions ........................................................ 13

PRESENTATION OF DATA ....................................................................... 17

Regional Economic and Demographic Summary .......................................... 18 Area and Neighborhood Description ........................................................... 29 Taxes and Assessments .......................................................................... 32 Site Description ...................................................................................... 35

ANALYSIS OF DATA ............................................................................... 38

The Valuation Process ............................................................................. 39 Single-Family Residential Market Trends .................................................... 41 Highest and Best Use .............................................................................. 55 Sales Comparison Approach ..................................................................... 57 Reconciliation and Final Value Opinion ....................................................... 64

ADDENDA

Photographs of Subject Property Overview Map Exhibit Final Maps Assessor Plat Maps Comparable Land Sales Data Engagement Letter Qualifications of the Appraiser

APPRAISAL CERTIFICATE

I certify that, to the best of my knowledge and belief:

1 . The statements of fact contained in this report are true and correct.

2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions.

3. I have no present or prospective interest in the property that is the subject of this report, and I have no personal interest with respect to the parties involved.

4. I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment.

5. My engagement in this assignment was not contingent upon developing or reporting predetermined results.

6. My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal.

7. My analyses, opinions and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice.

8. I have made a personal inspection of the property that is the subject of this report, as well as the comparable sales data used herein.

9. No one· provided significant real property appraisal assistance to the person signing this certification. Damon Finn (AT032642) aided in research.

10. 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 Appraisal Practice of the

0401003 Sierra Valuation Consultants page 1

Appraisal Institute, which include the Uniform Standards of Professional Appraisal Practice.

11 . The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives.

12. As of the date of this report, I, John A. Hillas, SRA, have completed the continuing education program of the Appraisal Institute.

California Certified General Real Estate Appraiser Certificate No.: AG002432 (01/21/2005)


SUMMARY OF FACTS AND CONCLUSIONS

CLIENT /INTENDED USER:

PROPERTY IDENTIFICATION:

Mr. Robert Haight, Esq., and the City of Merced

351 lots in Fahrens Park 3A, 38, 4A, 48, 4C, and 4D Merced County, CA

CENSUS TRACT NUMBER: 0010.02 (Census 2000)

FLOOD ZONE: Zone X

OWNER OF RECORD: Fahrens Park, a California Limited Partnership

PURPOSE OF APPRAISAL: To develop an opinion of the Bulk Market Value of the subject lots, As If Complete, in Merchant Builder Magnitude, under the Hypothetical Assumption that the lots are complete as January 1 , 2004.

PROPERTY RIGHTS APPRAISED: Fee Simple Interest

DATE OF VALUATION: January 1 , 2004

DATE OF REPORT: January 19, 2004

CONCLUDED VALUE OPINION: $60,000 per Finished Lot

PERSONAL PROPERTY INCLUDED IN VALUATION:

EXPOSURE PERIOD:

MARKETING PERIOD:

0401003

in Merchant Builder Magnitude

The above value opinion is based on the hypothetical assumption that all of the lots are complete when it is known that not all of the lots are complete.

Please refer to the assumptions and limiting conditions contained within this report, to which the value opinions stated herein are subject.

None

± Four Months

± Four Months

Sierra Valuation Consultants page 3

PREMISES OF THE APPRAISAL


APPRAISAL PURPOSE, SCOPE AND FUNCTION

PURPOSE OF THE APPRAISAL

The purpose of this appraisal is to develop an opinion of the Market Value of the subject lots, As If Complete, in Merchant Builder Magnitude, under the Hypothetical Assumption that the lots are complete as of January 1, 2004, when it is known they are not all complete.

While the subject property consists of a total of 351 lots, the "Merchant Builder Magnitude" referenced herein is for a total of up to 125 ± lots. In other words, the value opinion reflects what the subject lots would sell for in quantities of 75 ± to 125 ± lots at one time, to a merchant builder. This is the manner in which the property would most likely sell if placed on the market. It is noted that due to economies of scale, the Bulk Market Value of 351 lots in total would be a lesser amount per lot than the value of the lots in Merchant Builder Magnitude.

It is also recognized the there are a total of 574 lots in the subdivision. The subject of this appraisal includes only those 351 lots that have not yet sold and closed to the retail home buyer.

FUNCTION (INTENDED USE) OF THE APPRAISAL

It is my understanding that the function (intended use) of this appraisal assignment is to assist Mr. Robert Haight, Esq., on behalf of the City of Merced, in evaluating the subject property as collateral for the Fahrens Park Refunding Reassessment District. This report is not intended for any other use.

INTENDED USER OF THE APPRAISER'S OPINIONS AND CONCLUSIONS

This report, and the appraiser's opinions and conclusions contained herein, are intended for the sole use of Mr. Robert Haight, Esq., and the City of Merced. This report and the appraiser's opinions and conclusions contained herein are not intended for use by any other user.

PROPERTY RIGHTS APPRAISED

Fee simple estate

SCOPE OF WORK

The client has requested a complete appraisal of the subject property with the conclusions of the assignment presented in a summary report. The scope of the appraisal included a number of independent investigations and analyses. This appraisal report represents the final work product of an assignment authorized by Mr. Robert Haight, Esq., on behalf of the City of Merced.


Approaches to Value: The Cost, Sales Comparison, and Income Approaches have all been considered, but only the Sales Comparison Approach_ was deemed applicable in this assignment. This is the method for which there exists the most reliable market data, and is the method by which most market participants and/or other analysts would analyze the property.

While it would also be possible to analyze the subject as proposed lots, and estimate development costs and entrepreneurial incentive, the results of that analysis would not add credibility or reliability to the results from the Sales Comparison Approach. Similarly, while it would be possible to develop a discounted cash flow analysis model to value the property, the DCF would require numerous assumptions be made, and would not add credibility or reliability to the results from the Sales Comparison Approach.

Area/Neighborhood Analysis: The appraiser inspected the subject neighborhood, evaluated demographic and economic statistics, reviewed city and county zoning, and other market data in analyzing the characteristics of the general area of the subject property, as well as the subject neighborhood.

Description and Analysis of the Subject Property: The appraiser relied on physical inspections of the subject site, along with information provided by the client, the borrower, and data provided by the City of Merced and Merced County Offices of the Assessor, Planner, Public Works, Recorder, and Tax Collector.

In describing the specific physical characteristics of the subject subdivision lots, the appraiser has relied upon a physical inspection of the site as well as the Vesting Tentative Subdivision Map for Fahrens Park, the recorded final maps for Fahrens Park Unit Nos. 3A, 38, 4A, 48, and 4C, and the proposed Final Map for Fahrens Park Unit No. 40. The Merced County Assessor plat maps showing the subject property have also be used as a resource.

Market Data: In assessing market conditions, the appraiser primarily relied on the office files of Sierra Valuation Consultants, market data published by MetroScan, Parcel Quest, The Meyers Group, The Ryness Company, the Merced County Association of Realtors, the Central Valley Association of Realtors, CoStar Comps, several local real estate brokers, and direct discussions with numerous individuals in the marketplace. John A. Hillas, SRA has personally confirmed and inspected all of the comparable bulk land sales data presented herein.

COMPETENCY STATEMENT

The appraiser, John A. Hillas, SRA, is a California Certified General Real Estate Appraiser (OREA# AG002432) and is an SRA member of the Appraisal Institute. The appraiser has been actively practicing real estate appraisal since 1980, and has the education, experience and resources necessary to competently complete an appraisal of the subject property.


DEFINITIONS OF TERMINOLOGY

BULK MARKET VALUE in this context refers to the price, in terms of cash, a builder/developer/investor would pay for the subject property as a whole, or as defined, as of the effective date(s) of the value opinion(s). This value assumes a sale to a single purchaser, and in the case of the prospective future market value as if complete, assumes all contemplated development and/or construction is complete according to plans and specifications provided and referenced within the appraisal report. The definition of market value is contained herein.

EXTRAORDINARY CONDITION OR ASSUMPTION is an assumption or condition directly related to a specific assignment, which, if found to be false, could alter the appraiser's opinions or conclusions. An extraordinary assumption or condition presumes as fact, information that is otherwise uncertain, but not known to be untrue.

HYPOTHETICAL CONDITION OR ASSUMPTION is that which is contrary to what is known to exist or be true, but is supposed or assumed for the purpose of analysis. An example would be the hypothetical assumption that a proposed improvement is complete, when it is known to be incomplete.

MARKET VALUE is: 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 and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby:

1. buyer and seller are typically motivated; 2. both parties are well informed or well advised, and acting in what

they consider their own best interests; 3. a reasonable time is allowed for exposure in the open market; 4. payment is made in terms of cash in U.S. dollars or in terms of

financial arrangements comparable thereto; and 5. 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. 1

MARKET VALUE AS IS ON APPRAISAL DATE is an opinion of the market value of a property, as it physically and legally exists without any hypothetical conditions, assumptions, or qualifications.

MASTER DEVELOPER as referenced in this report is a land developer who develops a large project for the intent of selling all or portions to merchant builders, who will then build out the lots with homes intended for sale to retail

1 I . Federa Register, 12 CFR 564.2(9). July, 1994.


home buyers. Included in this definition is an investor who acquires a large number of lots with the intent to sell them to merchant builders.

MERCHANT BUILDER as referenced in this report is a builder of homes intended for the individual sale to retail home buyers. The merchant builder can purchase land either as proposed or finished lots upon which to build the homes. If the purchase involves proposed lots, the merchant builder must first complete development of the lots.

MERCHANT BUILDER MAGNITUDE as referenced herein is loosely defined as 50 to 125 lots. This range is reflective of an average/typical merchant builder magnitude sale in the region.

PAPER SUBDIVISION LOTS - For the purposes of this analysis, a "paper" residential subdivision is defined as a land subdivision project with all necessary municipal approvals in place, such that the proposed lots can be constructed as per the approved plat. It is referred to as a "paper" subdivision because the actual improvements do not yet exist. "Paper lots" are referred to in the marketplace by developers, investors, lenders and appraisers as the individual proposed sites within the approved plan. This type of real estate is typically

. traded on a per-paper lot basis.

SUBDIVISION IMPROVEMENTS as referenced in this report are all of the improvements made to the raw land to result in finished subdivision lots. These improvements would include such items as underground utility lines with connections stubbed to each lot, asphalt paved streets, storm drainage, and concrete curbs, gutters and sidewalks. Streetlights, signage, and common-area landscaping or fencing are also considered to be included in this category. When paper subdivision lots are improved with all of the subdivision improvements, the lots are ready for construction of individual homes.


IDENTIFICATION OF SUBJECT PROPERTY

The current property consists of 351 single-family subdivision lots in the 5 7 4-lot Fahrens Park subdivision. The 351 subject lots are those that have not yet sold to retail homebuyers. Included in the 351 subject lots are 7 upon which there are finished model homes, 168 finished lots, and 132 proposed lots. There are actually homes in various stages of construction on ± 17 of the finished lots. Furthermore, some of the subdivision improvements have been completed for the proposed lots.

The lots are appraised herein As If Complete as of January 1, 2004, when it is known that not all of the lots were complete as of that date, and some have structural improvements. Because the lots are all appraised As If Complete when it is known that not all of the lots are complete, the appraisal is based upon the Hypothetical Assumption that the lots are complete.

The whole Fahrens Park Subdivision consists of 574 lots in Fahrens Park Unit Nos. 2, 3 and 4. The subdivision is located in the northwestern portion of the City of Merced, Merced County, California.

Specifically, it is located south of Yosemite Avenue, east of Highway 159 and west of the extension of R Street in the northwestern part of the City.

LEGAL DESCRIPTION

Portions of Fahrens Park Units 3A, 38, 4A, 48, 4C and 40.

Proposed Legal Description

Fahrens Park 3A, 38, 4A-4D, Merced, Merced County

ASSESSOR'S PARCEL NUMBER

Because the subject property is in an area of ongoing development, underlying acreage parcels are divided as the property is subdivided. For this reason, the Assessor's Parcel Numbers (APNs) are re-numbered and/or retired as the process goes on. It is not until the Final Map for each portion is recorded, that the individual lots are assigned their permanent identification numbers by the ass~ssor.

The following is a summary of the most current information available for all of Fahrens Park, including subject and non-subject portions, and both lots and acreage parcels.


Fahrens Park Unit No. 2, APN 058-390-002 through -014 59 Lots Not a Part Phase 1 APN 058-390-016 through -026

APN 058-390-028 through -038 Final Map APN 058-390-041 through -044 Permanent APNs APN 058-390-046 through -062

APN 058-390-064 through -066 Fahrens Park Unit No. 2, APN 058-400-002 through -011 61 Lots Not a Part Phase 2 APN 058-400-013 through -026


Total Unit No. 2 120 Lots

Fahrens Park Unit No. 3A APN 058-411-001 through -026 87 Lots APN 058-412-001 through -032

Final Map APN 058-413-001 through -006 Permanent APNs APN 058-414-001 through -008

APN 058-41 5-001 through -008 APN 058-416-001 through -007

Fahrens Park Unit No. 38 APN 058-441-002 through -018 88 Lots APN 058-442-001 through -012

Final Map APN 058-443-001 through -021 Permanent APNs APN 058-444-001 through -038 Fahrens Park Unit No. 4A APN 058-421-001 through -003 80 Lots


APN 058-424-001 through -005 APN 058-425-001 through -006 APN 058-431-001 through -006 APN 058-432-001 through -002 APN 058-433-001 through -011 APN 058-434-001 through -008



APN 058-455-001 Fahrens Park Unit No. 4C APN 058-020-055 (12.6 acres) 64 Lots Fahrens Park Unit No. 4D APN 058-020-001 & 054 (12.55 ac) 67 Lots

TOT AL UNIT Nos. 3 & 4 454 lots GRAND TOTAL UNIT Nos. 2,3,4 574 Lots

The Merced County Assessors Office identities the subject property as follows: Fahrens Park Unit No. 3A = Book 58, Page 41, 38 = 58-44, 4A = 58-42 & 58-43, and 48 = 58-45. 4C does not have an APN number as of the date of this appraisal; however, the final map #5272 was recorded 12/17 /03. Unit No. 4D has yet to be recorded but will be referred by its tentative map #5273.

PERSONAL PROPERTY

No personal property is included in any of the value opinions stated herein.


RECENT HISTORY OF SUBJECT PROPERTY

The subject property is part of a 574-lot residential subdivision that is being developed by Dunmore Homes. The developer has been developing the acreage in phases into improved subdivision lots, and has been constructing and selling production single-family homes to retail home buyers.

Municipal Approval Status

Final Maps have been recorded for all but a portion of Fahrens Park Unit No. 4. The 120-lot Unit No. 2 is built out and sold out. Phase One had 59 lots, while Phase 2 had 61 lots.

The 175-lot Unit No. 3 consists of two portions, 3A and 38, while the 279-lot Unit No. 4 is broken into four sections, entitled Fahrens Park Unit Nos. 4A, 48, 4C, and 40. The Final Maps are recorded for all but Unit No. 40. This Final Map is complete, but has yet to be officially recorded at the Merced County Recorders Office.

The Merced City Planning Commission approved the original Tentative Map on December 9, 1998. According to the City of Merced, Unit 3 was initially approved in 1990, as VTSM #1191. There have been several extensions granted by the City of Merced, as well as extensions for tentative maps statewide approved by the State Legislature. Subsequently, the unit was identified as VTSM No. 1208 for Unit No. 3.

There have been several revisions to the Unit No. 3 Tentative Map, with total lot counts varying from 4 76 to 441. The original Fahrens Park Unit No. 3 has since been split into 2 sections, Fahrens Park Unit No. 3, which consists of 175 lots, and Fahrens Park Unit No. 4, which consists of 279 lots.

Production Home Sales History

Dunmore began developing with the Unit No. 2 portion, which was completed in two phases. All 120 units in Unit No. 2 have been built out and sold. It was marketed as "Creekside."

Creekside came on the market with the following home plans at the end of March, 2001 :

(Unit No. 2) Creekside Plans 1708 1848 2060 2795

0401003

Initial Base Prices $167,900 $178,900 $190,900 $211,900

Final Base Prices September 2002

$196,990 $209,990 $218,990 $256,990

Sierra Valuation Consultants

% Increase 17.3% 17.4% 14.7% 21.3%

page 11

These homes sold out at a rate of over six units per month.

Fahrens Park Unit Nos. 3 and 4 are being developed concurrently, but each is also being constructed in phases. Dunmore Homes is offering two complimentary product lines of homes on the Unit No. 3 and Unit No. 4 lots, marketed as Silver Creek on Unit No. 3 and Copper Creek on Unit No. 4.

Silver Creek Plans 11 /31 /02 Current Base Prices (Unit No. 3) Initial Base Prices 12/31 /03 % Increase

2060 $206,990 $272,990 31.89%

2284 $219,990 $282,990 28.64%

2372 $228,990 $288,990 26.20%

2539 $266,990 $295,990 10.86%

Homes in Silver Creek have been selling at a rate of 5 units per month. Overall, 40 of the 1 7 5 lots have sold and closed escrow.

Copper Creek Plans 8/31 /02 Current Base Prices

(Unit No. 4) Initial Base Prices 12/31 /03 % Increase

1189 $173,990 $210,990 21.27%

1457 $184,990 $223,990 21.08% 1708 $199,990 $236,990 18.50% 1848 $214,990 $251,990 17.21 % 2338 $229,990 $266,990 16.09%

Homes in Copper Creek have been selling at a rate of 5 units per month. Overall, 63 of the 274 lots have sold and closed escrow.

Three Year Chain of Title

According to MetroScan records and a Preliminary Report prepared by TransCounty Title Company, the remainder of the subject has not transferred within the last three years. The developer, "Fahrens Park LLC," is thought to be wholly or partially owned/comprised of some or all of the same principles as the ownership entity.


ASSUMPTIONS AND LIMITING CONDITIONS

GENERAL ASSUMPTIONS

1 . Disclosure of the contents of the appraisal report is governed by the bylaws and regulations of the Appraisal Institute.

2. Possession of this report, or a copy thereof, does not carry with it the right of publication.

3. Neither all nor any part of the contents of this report (including any conclusions as to value, the identity of the appraiser, the firm with which the appraiser is connected, or the professional organization of which the appraiser is a member) shall be disseminated to the public through advertising, public relations, news, sales, or other media without the written consent and approval of the appraiser.

4. The appraiser, by reason of this appraisal, is not required to give further consultation or testimony or to be in attendance in court with reference to the property in question. Such further consultation or testimony would constitute services beyond the scope of this appraisal. New arrangements would have to be made a reasonable time in advance, and additional fees would be charged.

5. Any allocation of the total valuation in this report between land and improvements applies only under the stated program of utilization. The separate allocation of value for land and improvements must not be used in conjunction with any other appraisal and is invalid if so used.

6. No responsibility is assumed for the legal description provided. The legal description used in this report is assumed to be correct.

7. No survey of the property has been made by the appraiser and no responsibility is assumed in connection with such matters. Maps and sketches are included only to assist the reader in visualizing the property.

8. No responsibility is assumed for matters of a legal nature affecting title to the property, nor is an opinion of title rendered. The title is assumed to be good and merchantable unless otherwise stated.

9. The property is appraised, free and clear of any or all liens or encumbrances unless otherwise stated.

10. It is assumed that the use of the land and improvements is confined within the boundaries or property lines of the property described and that there is no encroachment or trespass unless noted in the report.


11 . It is assumed that there are no hidden or unapparent conditions of the property, subsoil, or structures, which would render it more or less valuable. No responsibility is assumed for such conditions or for engineering which, may be required to discover such.

12. Information furnished by others is assumed to be true, correct and reliable. A reasonable effort has been made to verify such information where possible or feasible; however, no responsibility for its accuracy is assumed by the appraiser.

13. Responsible ownership and competent management are assumed.

14. Unless otherwise stated in this report, the existence of hazardous substances, including without limitation asbestos, polychlorinated biphenyls, petroleum leakage, or agricultural chemicals, which may or may not be present on the property, or other environmental conditions, were not called to the attention of nor did the appraiser become aware of such during the appraiser's inspection. The appraiser has no knowledge of the existence of such materials on or in the property unless otherwise stated. The appraiser, however, is not qualified to test such substances or conditions. The presence of such substances, such as asbestos, urea formaldehyde foam insulation, or other hazardous substances or environmental conditions, may affect the value of the property. The value estimated herein is predicated on the assumption that there is no such condition on or in the property or in such proximity thereto that it would cause a loss in value. No responsibility is assumed for any such conditions, nor for any expertise or engineering knowledge required to discover them. The intended user is urged to retain an expert in this field, if desired.

15. Opinions of value contained in this report are estimates. There is no guarantee, written or implied, that the subject property will sell for the indicated amounts.

16. The appraiser reserves the right to amend and/or alter statements, analyses, conclusions and value estimates if information pertinent to this assignment is made known after the completion of the report.

17. Sierra Valuation Consultants, John A. Hillas, SRA, and Damon Finn shall be completely indemnified against any and all losses, claims, damages, liabilities, costs or expenses to which the recipient and/or third party user may become subject, but only if neither shall have been grossly negligent or shall have taken or omitted to take any action in bad faith in connection with the completion of this appraisal assignment.


18. It is assumed that the property conforms to all applicable zoning and use regulations and restrictions unless a non-conformity has been identified, described and considered in the appraisal report.

19. It is assumed that the property is in full compliance with all applicable federal, state, and local environmental regulations and laws unless the lack of compliance is stated, described, and considered in the appraisal report.

20. The Americans with Disabilities Act ("ADA") became effective January 26, 1992. The appraiser has not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property, together with a detailed analysis of the requirements of the ADA, would reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative impact upon the value of the property. Since the appraiser has no direct evidence relating to this issue, the appraiser did not consider possible noncompliance with the requirements of ADA in estimating the value of the property.

21 . It is assumed that all required licenses, certificates of occupancy, consents and other legislative or administrative authority from any local, state or national government or private entity or organization have been or can be obtained or renewed for any use on which the value estimate contained in this report is based.

22. The forecasts, projections, or operating estimates contained herein are based on current market conditions, anticipated short-term supply and demand factors, and a continued stable economy. These forecasts are therefore, subject to changes with future conditions. The appraiser cannot be held responsible for unforeseeable events which might occur and which would alter market conditions after the effective date of the appraisal.

HYPOTHETICAL ASSUMPTIONS AND LIMITING CONDITIONS

1. The value opinions stated herein for the subject As If Complete are based upon the hypothetical assumption that the improvements are complete as of the effective date of valuation, when in fact portions of the property are not complete as of the date of this report. The value of the subject property As If Not Complete is less than the value of the subject property As If Finished.

2. The valuation for finished lots is based on the hypothetical assumption that the lots are completed and ready for construction when in fact the lots vary from being incomplete, to finished lots, to finished lots with


homes. The value of any structural improvements that may exist is not included.

EXTRAORDINARY ASSUMPTIONS AND LIMITING CONDITIONS

1. The subject of this appraisal includes portions with proposed improvements. It is a critical assumption of the appraisal that the improvements are constructed as reflected herein.

2. The analyses and conclusions presented within this report are predicated on the assumption that all data provided by others are factual and correct.

3. Note that the subject lots include some that are finished, some that are currently being developed, and some that are still proposed. Furthermore, there are structures on some of the finished lots, including completed model homes and homes in various stages of completion. None of the structural improvements are included in value.

4. The appraiser's inspection of the available matters of record did not reveal any significant evidence of unfavorable easements or encroachments. Note, however, that the appraiser is not an expert with respect to matters of title. It is specifically assumed that there are no easements or encumbrances in existence,· which would materially affect the value of the property.

5. The appraiser has not been provided with a soils report that addresses the subject property, and it is assumed that the soils underlying the subject will not be the cause of abnormal development costs.

6. Note that although the value opinion stated herein may suggest far more precision than is reasonable for an appraiser to estimate, it is based upon a value per unit, which is the method most used by market participants.


PRESENTATION OF DATA


REGIONAL ECONOMIC AND DEMOGRAPHIC SUMMARY

In the appraisal of real estate, relevant economic and demographic factors with the potential to affect property values must be explored. For this basic reason, I have provided the following synopsis of the economic and demographic characteristics of Merced County.

PHYSICAL CHARACTERISTICS OF MERCED COUNTY

Merced County is located in the north central portion of the State of California, within the Central Valley, between the Pacific Ocean, and the Coast and Diablo Mountain Ranges to the west, and the Sierra Nevada Mountain Range to the east. The Central Valley is formally known as the Sacramento Valley in the northern half of the state, and the San Joaquin Valley in its south-central portion. Merced County is in the San Joaquin Valley. It is bordered to the north by Stanislaus County, to the east by Mariposa County, to the south by Madera and Fresno Counties, and to the west by San Benito, Santa Clara, and Stanislaus Counties.

The City of Merced is the largest city in Merced County, and is the county seat. It is approximately 113 miles south of Sacramento, 128 miles southeast of San Francisco, and 260 miles northwest of Los Angeles.


Merced County encompasses approximately 2,008 square miles, of which approximately 77% is in agriculture. The County stretches from flat, rich farmland in the western portion, to high Sierra Mountains at over 5,000 feet in the eastern portion of the County.

POPULATION TRENDS FOR MERCED COUNTY

There are six incorporated cities in Merced County: Atwater, Dos Palos, Gustine, Los Banos, Livingston, and Merced. There are also several significant unincorporated communities, such as Delhi, Hi I mar, Le Grand, Planada and Winton. Merced is by far the largest city in the County. The relative sizes of the incorporated cities in Merced County are summarized in the following table:

Some cities have experienced substantial population growth during the last 23 years, with the exception of Atwater, were the growth rate declined over the past several years. In fact, overall population growth between 1995 and 2000 was comparatively negligible. The population of Atwater declined from 23,000 in 1995 to 20,900 in 1996, and then started to rebound in 1997, surpassing the 1995 figure in 2001, and continually increasing each year thereafter. The decline was due to the closure of Castle Air Force Base, now known as the Castle Airport Aviation and Development Center (discussed later in this section). The most significant percentage increases in population growth over the full study were in the cities of Los Banos, Livingston, and Merced.

HIGHWAY LINKAGE AND TRANSPORT

Merced County is linked to other parts of California by State Highway 99, a major north-south arterial, and State Highway 1 52, an east-west arterial that extends from Highway 99 west to Interstate Route 5 and beyond, over Pacheco Pass into the southern portion of the San Francisco Bay Area. Other north-south and east-west highways that traverse Merced County include State Highways 33, 165, 59, and 140. Highway 140 from Merced connects west to Interstate Route 5, and east into the foothills, and up into the Sierra Nevada Mountains including Yosemite National Park.


An additional primary arterial is County Road J7, a.k.a. Santa Fe Drive. This roadway parallels the Santa Fe Railroad line, and serves as a secondary corridor through the County. Santa Fe begins in the southern portion of Merced, and travels northwesterly through Atwater, Winton, Cressey, Ballico, and into Stanislaus County. The roadway terminates in Empire, immediately southeast of Modesto.

WAL.HUT

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Public Transit

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The City of Merced is served by a city bus system (Merced Transit System, MTS). A regional bus service (Merced Area Regional Transit, MARTS) provides service throughout the County. Greyhound Bus Lines and several private tour and charter companies also serve the area.

Rail Transport

The Santa Fe, Southern/Union Pacific Railroads serve the area. Amtrak provides passenger rail service for the area.

Water Transport

A deep-water port is located in Stockton, approximately 65 miles to the north of Merced. Stockton is a true deep-water port with bulk cargo facilities allowing worldwide shipping of the agricultural commodities dominant in the region.


Aviation

There is a general aviation airport in the City of Merced with scheduled commuter air service accessed through Modesto and Fresno. The Modesto City/County Airport is located about 40 miles north of Merced, and Fresno Air Terminal is about 60 miles to the south. These two airports both offer daily flights by major carriers. There is also a small general aviation airport in Los Banos that is currently in the process of being relocated and upgraded to a regional airport. Castle Air Force Base in Atwater was closed, and the facility has been converted to civilian uses. Additionally, there are four international airports, Sacramento, Oakland, San Jose, and San Francisco, all within a two-hour drive.

Trucking

Numerous trucking firms operate from the area, including common carriers and general haulers.

GENERAL DEMOGRAPHICS

The following table summarizes demographic data by zip code for cities and communities in Merced County, with comparative data also for the State.

Demographic Comparison of Merced County Cities Median HH % Iner.

2000 Avg HH Income From % at Population Median Age Size 2000 1990 Poverty Level

Merced County 210,554 29 3.25 ----- _ ........ -----

Atwater 23, 113 28.5 3.15 $39,789 27% 15.30% Gustine 4,698 34.8 2.79 $45,583 30% 11.50%

Hilmar-lrwin 4,807 34.4 3.00 $46,250 26% 4.30% Livingston 10,473 24.9 4.37 $33,939 19% 20.80%

Los Banos 25,869 29.7 3.33 $45,304 35% 9.80% Merced 63,893 27.8 3.06 $32,470 16% 22.40% Winton 8,832 24.3 3.77 $29,384 20% 23.50%

California 34,336,000 33.3 2.87 $46,808 ----- 14.00%

Source: www.census.aovandwww.modbee.com

These demographic indicators are typical of a Central Valley economy tending heavily to agricl:llture, with low median ages, high average household sizes, and income levels in most areas well below the state figure.

Development of the proposed University of California at Merced campus over the next two decades is likely to cause a change in these fundamental demographics. According to the Merced Chamber of Commerce, Merced County has the lowest violent crime rate per capita, as compared to other Central Valley counties. Based upon data disseminated by the Chamber, the counties are ranked


http://www.census.gov

http://www.modbee.com

as follows: Madera, Kings, Fresno, Kern, Tulare, San Joaquin, Stanislaus, and Merced.

In terms of home prices, the Merced Chamber of Commerce reports that Merced offers one of the lowest comparative housing costs in California.

CULTURAL AND RECREATIONAL RESOURCES

Merced is approximately midway between the metropolitan areas of Fresno and Stockton, and has convenient access to the Modesto area as well. Merced itself has numerous parks, historic buildings, and recreational opportunities. The annual Merced County Fair is very popular, and Merced is the location of the Merced County Arts Center and the Merced Civic Center. Merced also has its own Merced Symphony Orchestra.

The Merced County Historical Society has gathered artifacts that are displayed in the Merced County Courthouse Museum, as well as other museums throughout the County. The Castle Air Museum in Atwater is next to what was the Castle Air Force Base. This museum has its focus on military aviation with numerous historical aircraft on permanent display. In addition, there is the Agricultural Museum of Merced County and the Yosemite Wildlife Museum within the City of Merced.

Southern and southwestern Merced County has numerous National Parks, Wildlife Areas, and reservoirs. These include the Kesterson, San Luis, and Merced National Wildlife Refuges, and the Los Banos, Volta and O'Neill Forebay Wildlife Areas. These areas combine for over 10,000 acres of natural habitat with Tule Elk and a multitude of waterfowl, and other creatures.

Also in this western part of the County are the San Luis, O'Neill Forebay, and Los Banos Creek Reservoirs. These areas are popular for fishing, general boating, camping and sailing. The many lakes, rivers and forests in the foothills and Sierra Nevada Mountains to the east also provide recreational opportunities, including Yosemite National Park.

RETAIL SERVICE

Merced is well supported by retail shopping facilities, with regional shopping also located to the south in Fresno, and to the north in Turlock and Modesto. In the early 1990s, there were several significant retailers added to the Merced area that helped to turnaround years of stagnation: Target, Wal-Mart, Costco, Toys-RUs, Walgreen's, Orchard Supply Hardware, Blockbuster Video, Circuit City, Sears, J. C. Penney, Mervyns, Home Depot, several theme restaurants, a brew pub, and new car dealerships.

A downtown redevelopment plan was completed in April 2001 to enhance downtown shopping by creating a new entertainment and dining center that


included the Mainplace Stadium Cinema, a 13-screen mega-plex theater with an adjacent retail/commercial complex. Additionally, two historical buildings, the old fire station and City Hall building, have been rehabilitated together into a microbrewery. The newest downtown redevelopment project, approved April 2003, will include the two new office buildings, a 120 business class hotel and a 480 space parking garage. The City staff estimated 250 plus jobs will be created by this endeavor.

Recent Development

Merced Marketplace, a 27 acre new retail center located on the western end of Olive Avenue near Wal-Mart, opened in August 2003 with Lowe's Home Improvement. Additionally, Best Buy, Barnes & Noble, Pier 1, and Linen & Things are joining the center along with several restaurants. The new center is anticipated to bring in 900 to 1,200 jobs (full and part-time).

The newest downtown redevelopment project, approved April 2003, will include the two new office buildings, a 120 room business class hotel and a 480 space parking garage. The City staff estimated 250 plus jobs will be created by this endeavor.

These additions have resulted in expansions in jobs, a significant increase in retail sales taxes (a 72% increase from 1990 to 2001 ), and general stimulation to the local economy, whereby the local dollars are not being spent in other communities.

GENERAL PUBLIC SERVICES AND UTILITIES

Pacific Gas & Electric Company (PG&E) provides electricity and gas service throughout the region. Pacific Bell is the primary provider of local telephone service, with long-distance telephone service available from a number of different carriers. Water and sewer service is supplied to the area by the individual cities within the County. In the City of Merced, the current water demand is approximately 60% of capacity, and the capacity of the sewer treatment plant is now in the process of being doubled. The City considers itself to have excess water and sewer capacity for the foreseeable future.

EDUCATIONAL SERVICES

Public education opportunities are considered adequate with existing, new and planned schools located throughout the area. Both year-round and traditional schedules are available. Merced College offers a choice of 70 majors leading to a two-year associate degree; more than 50 vocational certificates and honors programs; and has a current enrollment of over 7 ,000 students.

The University of California announced in 1995 the construction of its tenth university campus just northeast of the City of Merced. Groundbreaking was


originally scheduled for May 2002, however, it was pushed back along with the construction schedule until early spring of 2003. Because groundbreaking was postponed and recent state budget restrictions, the first classes are now scheduled to begin in fall 2005.

According to the Merced County Economic Development Corporation (MCEDCO), economists have forecast that the new university will generate approximately $600 million in revenues for the City of Merced along with a 7% annual increase in population.

Other higher education opportunities exist to the north in Turlock (California State University, Stanislaus), and Fresno, (Fresno State University). The nearest University of California campuses today are in Davis and Berkeley.

MEDICAL FACILITIES

There are two general hospitals in Merced, Merced Community Medical Center (176 beds), and Mercy Hospital (101 beds). The Bloss Hospital in Atwater also can serve the area. Overall, there are over 130 medical doctors within the Merced City Limits, along with numerous dentists, optometrists, chiropractors, psychologists and others. It is estimated that there are over 2,000 persons employed in the health care industry in Merced.

Mercy Hospital and the U. C. Davis Medical Center opened in June 2003 a $6.8 million dollar state-of-the-art cancer center at the corner of G Street and Cormorant Drive. A replacement building for Mercy Hospital is anticipated adjacent to the new center in 2005.

CASTLE AVIATION AND DEVELOPMENT CENTER

This large facility was formally known as Castle Air Force Base. The base served as a United States Air Force Base that was home to some of the largest aircraft in service (e.g., B52s). Base facilities included a heavy-duty runway of 11,800 feet long by 300 feet wide, multiple taxiways and a sophisticated air traffic control center. There was a total of 2.5 million square feet of building space and direct access to a rail spur. The complex offered housing and recreational facilities that include ball fields, swimming pools, a bowling alley and theater.

The base closure was announced in 1990, and the Castle Joint Powers Authority (CJPA) was subsequently formed to find alternative uses for the base. The local real estate market, which was already on the verge of a slowdown due to macroeconomic influences, softened even further after the announced base closure. The base was deeply entrenched throughout the local economy, resulting in or influencing an estimated 6,000 jobs throughout the greater Atwater-Merced area. After the closure announcement, there was a general decline in prices and


rents, an increase in vacancies, and high anxiety in the local real estate community.

The overall adverse affect of the closure was less than originally feared, and the outlook at this point is quite positive. Between the closure announcement in 1990, and the actual closure in 1995, the pullout was providing mostly negative stimuli. Atwater's population actually decreased, but there has not been the wide spread closure of retail outlets and small business that was feared. According to the City, Atwater's local sales did however decline some 26%.

There are numerous private industry tenants that are utilizing the complex, and other ventures that may. There are now over 60 private firms, public agencies and semi-private entities utilizing the facilities at Castle, with over 2, 100 employees. The larger tenants include manufacturing users, major back-office users (Pacific Bell), medical offices and clinics, educational administrative offices, and other types of uses that generate public traffic. The Challenger Learning Center, for example, is part of a growing national network of centers that promote science and technology. The Challenger Learning Center compliments the long existing Castle Air Museum.

Another use at Castle is a medium security Federal correctional facility. This project has been built on a 400 acre site with the capacity to house several hundred long-term inmates. Site preparation for the project began in the spring of 1999, coming to completion in January 2001. The facility will provide an estimated 400 full-time jobs.

Overall, what was first seen as a significant detriment to the local economy has turned into a significant positive within the last two years. The outlook for future new job creation in the area and overall positive economic impact is good.

ECONOMIC BASE

Agriculture dominates the economy of Merced County. According to the Merced Chamber of Commerce, Merced County is ranked fifth in the state in terms of agricultural production, and sixth in the nation.

While agriculture dominates the economy, the manufacturing, retail and service sectors have been growing, due to a combination of available land, relatively low wages, and a plentiful labor supply. This transition will be further accelerated by the substantial number of new firms that are and will be occupying the former Castle Air Force Base. A breakdown of the major industry sectors is presented in the following table:


Merced County Jobs by Industry Sector Sector % of Total Government 20.6% Farm Production and Services 16.6% Manufacturina 16.6% Retail Trade 11.0% Services 23:1% Finance, Insurance, Real Estate 2.6% Transportation, Communications, Utilities 3.5% Wholesale Trade 2.3% Minino, Construction 3.7% Total 100.0% Source: California Department of Finance 2002

Education and government constitute the largest non-manufacturing employers, while manufacturing employment is centered around agriculture (processing and shipping). There are, however, as stated previously, a significant and growing number of non-agriculture related industries in the Merced area. Some of the major employers for the County are listed in the following table:

Major Manufacturing Employers In Merced County Name of Comoanv Emolovees ProducUBusiness Tvoe

Foster Farms 3,550 Poultrv Processinq J. R. Wood, Inc. 900 Food Processina V .H. Azhderian & Three Star Farms 550 Aoriculture Lipton 550 Food Processina Alia Coro. Food 400 Food Processina Joseoh Gallo Farms 400 Dairv Products Morninastar Packina 400 Food Processina Central CA Tomato Growers Co-Op 355 Food Processina E & J Gallo Vinevards 350 Wine & Brandv Hilmar Cheese Comoanv, Inc. 330 Food Processina Mclane/Pacific Inc. Grocerv 300 Distribution Oasis Ranches/Oasis Foods, Inc. 300 Food Processina Rooers Foods 300 Food Processina

Non-Manufacturing Emplo ,ers Merced Countv 1,662 Countv Government Merced Citv School District 1,450 Education Pacific Bell Wireless 1,220 Telecommunications Merced Union H. S. District 900 Education Merced Colleae 900 Education Quebecor World Merced 850 Printina Sutter Merced Medical Center 830 Health Care Mercv Hosoital 650 Health Care Merced Co. Office of Education 600 Education Save Mart Supermarkets 430 Retail Kinas View Work Exp. Center 425 Emolovment Citv of Merced 420 Citv Government Dos Palos Ora Loma Union School Dist. 380 Education Community Action Aoencv 340 Social Services Source: Merced Economic Development Corp. (www.mercedcountyedc.com) 2/03


http://www.mercedcountyedc.com

The following graphic illustrates recent unemployment rate trends for the Merced SMSA. For comparison purposes, the data for the Stockton/Lodi and Modesto SMSAs to the north, as well as the figures for the State of California are presented. (The Merced, Stockton/Lodi and Modesto SMSAs are in effect the counties of Merced, San Joaquin and Stanislaus.)

These three counties are consistently higher than the state in terms of unemployment, with Stanislaus County reflecting figures higher than San Joaquin, and lower than Merced County. This trend is likely due in part to the differences in proximity to the Sacramento and San Francisco Bay metropolitan areas.

Unemployment Rate Trends

18.0%

16.0% reed

14.0%

12.0% laus 10.0%

8.0%

6.0%

4.0% California

2.0%

0.0%

1988 1990 1992 1994 1996 1998 2000 2002 2004

It is noted that there has been an improving trend in terms of unemployment, with consistent improvement reflected since 1993 for San Joaquin and Stanislaus counties. Merced County spiked in 1995 and again in 2000, staying in the 14% range through 2002. The State of California statistics also show improvement since 1993, with a slight increases in overall unemployment in both 2001 and 2002.

State of California Enterprise Zone

The Merced-Atwater area was designated an enterprise zone by the State in late 1 991 . Being within the zone provides four state-related business tax incentives for corporations and individuals that operate or invest in the area. A fifth incentive is available to employees who work in the zone, in the form of an income tax credit on wages earned in the zone.


CONCLUSIONS

Merced County is dependent on agriculture and agri-business, however, the services and trade sectors are growing, and the industrial base· appears to be diversifying. The central location, and good linkage provided by the freeway/interstate road system and rail connections will continue to be a strong advantage in keeping existing industry, as well as attracting new business. Probably equally important is the local City and County governments' apparent active promotion of the area for new business.

The 1995 closure of Castle Air Force Base in Atwater adversely affected the local economy, but it would appear that the original fears were overstated, and the economic decline was temporary. Due largely to the proactive stance taken by the County and cities of Merced and Atwater, and enhanced by the State designated Enterprise Zone, non-military users have and should continue to look towards the vast resources available at the Castle facility. This area has in fact turned into a growing regional employment center.

It is noted that during the first half of the 1990s, many national retail outlets arrived on the local scene, and numerous manufacturing entities have also invested in the area. Merced and neighboring communities are also very excited about the new campus of the University of California, which will be constructed immediately northeast of the City of Merced.

During the last few years, the real estate market stabilized and began a growth trend. Most communities are reflecting increased sales volume and increases in base prices at production home developments as well as in the re-sale market. Attitudes have been positive during the last few years, and the outlook is good. It would appear that the Central Valley communities are in a good position for continued economic and population growth.


AREA AND NEIGHBORHOOD DESCRIPTION

The subject is located in the northwestern portion of the City of Merced. The neighborhood can generally be described as the area east of Highway 159, north of West Olive Avenue, west of "M" Street and south of Cardella Road in the northwestern part of Merced. The extended neighborhood boundaries, or subject's community, would include all of the Merced/Atwater area.

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Olive Avenue, at the southern limit of the neighborhood, is the primary commercial strip in northern Merced, and has been the focal point for most new retail development. This roadway becomes Santa Fe Drive as it extends northwesterly from Merced towards Atwater and beyond.

PHYSICAL CHARACTERISTICS

Much of the area of the subject neighborhood is generally level, however, there are significant features in that Fahrens Creek and Black Rascal Creek traverse the area. Black Rascal Creek runs approximately east-west, while Fahrens Creek runs northeast to southwest, to a point within the western part of the neighborhood where it flows into Black Rascal Creek. The areas along both waterways are designated as public parks, with both creeks being seasonal, and subject to flooding at times of inclement weather.

LINKAGE AND LOCATIONAL ATTRIBUTES

Linkage from the immediate subject area is considered good, with a primary eastwest arterial roadway (Olive) along the southern neighborhood border and the


two-lane State Highway 59 along the west. "R" Street and "M" Street are additional north-south arterials that extend south into downtown Merced, and will eventually be extended northerly with the planned northerly direction of future growth for the city.

The neighborhood has average linkage to Highway 99 via State Highway 59 or "R" Street.

Practically all needed shopping and services can be found along the Olive Avenue corridor. Additional facilities are along some of the lesser arterials and connectors. Schools are within or immediately near the neighborhood boundaries, and Merced College is just east of the area.

Employment is available in a variety of areas nearby, including within Merced proper, moments away in the growing regional employment center at Castle Airport, or beyond via State and County highways.

LAND USES WITHIN AND AROUND THE NEIGHBORHOOD

Land uses within the subject neighborhood are primarily residential, developing residential or proposed residential. There are some multiple family uses concentrated primarily in the southern portion of the neighborhood, although there are also several 2-4 family properties south of Buena Vista and east of "R" Street. New apartments are being built north of Yosemite Avenue, on "R" Street.

South of the neighborhood is the Olive Avenue corridor with national and regional retailers and restaurants, local shops and businesses, and professional office uses. New retail and general commercial development is ongoing on the south side of Olive Avenue. East of the neighborhood is additional residential and commercial uses, while to the north and west are unincorporated county lands most of which is in agriculture.

The subject property is part of a 574 lot subdivision that has been developing over several years. Development is just now under way also immediately to the north. The first activity in the recently annexed 154-acre Fahrens Creek Specific Plan began in late 2003 with the Compass Pointe and Yosemite Gateway subdivisions. Activity is gaining with the master developer, Heritage Homes, already building and selling homes, and now two merchant builders in have just begun lot development. Heritage Homes reportedly sold out its first release quickly. The other two merchant builders, California Homes and Bennett Homes, will likely enter the market in 2004.

West of the subject property is a large concrete structure that was reportedly part of a concrete and gravel business but is no longer in use. Portions of the old concrete facility appear to be in the process of being demolished. A small rail spur that used to serve this area has long been abandoned, although the right-of-


ways were only recently sold. Dunmore purchased a portion and has incorporated the strip of land into their Fahrens Park development. There is a similar strip of land that was acquired and comprises some of the acreage underlying a portion of the Compass Pointe subdivision.

Although not staked, and recognizing that the appraiser is not a surveyor, it appears that the acreage with the former concrete facility northwest of the subject is 10 + /- feet higher than the general area of the subject. It appears that the higher level is from imported material and is not considered adverse to the subject. Much of this area north and west of the subject is intended tor and will be developed with residential improvements some day.

Another feature that influences the neighborhood is a high-voltage overhead power line. It is well removed north of the subject property however, and while visible, should certainly pose no adverse influence to marketability. Some of the proposed lots in the new developments to the north will back or side to this power line, and as observed in other areas, will probably sell for somewhat less than lots that do not have this influence. Again, the power line is not considered to be a notable influence on the subject lots.

CONCLUSION

This area on the northwestern side of town is in transition due to ongoing development, and in this way, Merced typifies the suburban sprawl of other neighboring communities. Linkage is positive, with good access to shopping, services, and schools, and the freeway system is also readily accessible. The most significant natural features in the neighborhood are Black Rascal and Fahrens Creeks, which traverse the area and have been incorporated as public open spaces. Although the open spaces are a positive, these areas include lowlands that are designated flood prone areas. The influence of the flood zone on future building sites can reportedly be easily mitigated in site grading.

A significant man-made influence is the overhead high voltage power line that traverses the area. Some lots in the new subdivisions to the north will be influenced in a negative way by the power line, but the demonstrated strong appeal for this area in northern Merced will make the location favorable overall.


TAXES AND ASSESSMENTS

The appraised property falls under the taxing jurisdiction of Merced County, and is subject to both general taxes and direct assessments.

ASSESSOR'S PARCEL NUMBER

All parcels in the County are assigned an assessor's parcel number (APN), which is how the property is identified by the assessor.

The subject property consists of a mix of existing, under construction and proposed lots. Some of the lots are reflected on assessor plat maps, while other portions of the project are still shown in the form of underlying acreage.

Fahrens Park Unit No. 3A APN 058-411-001 through -026 87 Lots APN 058-41 2-001 through -032


APN 058-415-001 through -008 APN 058-416-001 through -007



Fahrens Park Unit No. 4A APN 058-421-001 through -003 80 Lots APN 058-422-001 through -013


APN 058-424-001 through -005 APN 058-425-001 through -006 APN 058-431-001 through -006 APN 058-432-001 through -002 APN 058-433-001 through -011 APN 058-434-001 through -008



APN 058-455-001 Fahrens Park Unit No. 4C APN 058-020-055 (12.6 acres) 64 Lots Fahrens Park Unit No. 40 APN 058-020-001 & 054 (12.55 ac) 67 Lots

TOTAL UNIT Nos. 3 & 4 454 Lots

As stated elsewhere herein, the 120 lots in Unit No. 2 have been sold and are not a part of this appraisal. Similarly, while the above details all of the lots in Unit Nos. 3 and 4, only the 351 reported as unsold are reflected herein.

There is tax data available for those lots in Final Maps that have been in existence since January 1, 2003, and for those underlying acreage parcels that existed as of that date. APN 058-020-052 (55.73 acres) is the 55.73-acre parcel underlying Unit Nos. 38, 48, 4C and a portion of 40. It has since been


split into 058-440-all, 058-450-all, 058-020-054 and 058-020-055. The remainder of Unit No. 40 is reflected on APN 058-020-001.

GENERAL TAXES

It is the assessed value, not actual or market value, upon which general taxes are based. Due to Article 13 of the California Constitution, aka "Proposition 13," the actual assessed value and tax amount can have little, if any correlation with current market value.

The assessed value is based upon fair market value when new or substantially re-modeled, or after a transfer of ownership. The base taxable value is then subject to a maximum upward adjustment of two percent per year, based upon the California CPI, until ownership is transferred or the property is substantially renovated. Actual market value trends can differ greatly from the mechanical 2% adjustment. Obviously, because a property is only re-assessed upon sale or substantial renovation, taxes can change significantly.

The tax rate is based upon one dollar per one hundred of assessed value ( 1 % ) , along with amortization of any bonds or other levies. Any significant change of the tax rate would require a two-thirds majority approval of the State's voters. The current tax rate for the subject area is 1.0492% (Merced County at 1 % and school bonds at .0492%).

DIRECT ASSESSMENTS

According to the Merced County Tax Collector's Office, three direct assessments are reflected on the tax bill for APN 058-020-052: an assessment for Mosquito Abatement (code 575) at $8 per year, Fahrens Park Landscape (code 844) at $28,601 .44, and Fahrens Park Maintenance of Landscape and Drain (code 861) at $233, 709.36. The total for direct assessments on this parcel is $262,319.

APN 058-020-001 has a tax bill of $22,587.20, of which $21,335.08 is attributable to direct assessments.

The grand total of $262,219 plus $21,335 equals $283,654 is equivalent to $988 per lot for the 287 lots in Unit Nos. 38, 48, 4C and 40.

As for those finished lots that are fully assessed, sample parcels in Fahrens Park were researched, and they reflect direct assessments that total $1,200.56. It is common for the direct assessments on finished lots ( $1,200) to be higher than the per lot amount levied on acreage, ( $988).

CURRENT ASSESSMENT AND TOTAL TAX LIABILITY

Based on the valuation assumption in this appraisal, the lots would be taxed at market value as finished lots. At $60,000 per lot, the general taxes would be


$60,000 x 1.0492% = $629.52, plus direct assessments of $1,200.56, equals $1,830.08 per lot per year.

DELINQUENT AND PRIOR TAXES

Taxes are due in two installments, the first on December 10, and the second on April 10. There are not known to be any delinquent taxes.

FUTURE GENERAL TAXES

Future general taxes for the subject lots can be estimated by utilizing the market value opinion in this appraisal, along with the tax rate information above. $60,000 x 1.0492% = $629.52.

FUTURE DIRECT ASSESSMENTS

Samplings of taxes were pulled from existing parcels within the Fahrens Park subdivision. The special assessments are the same for all of the lots, and are summarized as follows:

Mosquito Abatement Fahrens Park Landscape Fahrens Park Maintenance of Landscape and Drain Total

$8 $113.96

$1,078.60 $1,200.56

It is reasonable to expect similar assessments for the subject lots.


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SITE DESCRIPTION

The subject of this appraisal consists of 351 proposed single-family lots in the 5 7 4-lot Fahrens Park Subdivision.

Identification/Status

Location

Access and Frontage

Surrounding Land Uses

Topography /Drainage

0401003

The subject of this appraisal consists of those lots in the development still legally owned by the developer. 223 of the lots are now under the legal ownership of the retail homebuyers. These include all 120 lots in Unit No. 2, and a portion of the lots in both Unit Nos. 3 and 4. The 351 subject lots include finished lots, lots still being developed, and lots that are still proposed. They are appraised As If Complete, which is a hypothetical assumption.

The subject is located in the northwestern portion of Merced, east of Highway 59 and south of Yosemite Avenue.

Access to the area of the subject is direct via Highway 59, Yosemite Avenue and "R" street, and the project is also accessible from Buena Vista Drive to the south.

There is a city park along Fahrens Creek to the south and east of the property. Portions of the westernmost part of the project back to Highway 59. Traversing the site in an approximate southwest to northeast direction is a 31 acre parcel dedicated as a City of Merced Fahrens Creek Flood Control Channel. This area is intended for emergency storm drainage, but serves also as open space.

The area is comprised mostly of single-family residential uses. There are existing detached homes to the south and east, and proposed residential developments to the north. To the east, along Highway 59 are a variety of commercial/industrial uses, primarily concrete and aggregate businesses.

The appraiser has not been provided with a topographic survey, but no adverse topographic or drainage issues are known to exist. The flood control basin traversing the project will prevent any storm drainage problems, and it is presumed that the lots themselves are graded for proper drainage.


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Soil Analysis

Hazardous Substances

The appraiser has not been provided with a soils report. The appraiser's inspection of the area did not reveal any significant evidence of unstable soils. Note that the appraiser is not qualified to make recommendations regarding soils analysis.

There are no known hazardous or toxic materials. The appraiser is not an expert in the area of environmental inspection and has not been provided with an environmental assessment prepared by a qualified hazardous materials expert. It is specifically assumed there are no hazardous materials or conditions that would materially impact value.

Easements/Encumbrances The appraiser has not been provided with a current preliminary title report that addresses the subject property. Note that the appraiser is not an expert on matters relating to title. It is specifically assumed that there are no easements or encumbrances in existence, which would materially affect the value of the property.

Floodplain Status Zone X, per FEMA Map No. 06047C 0430E, dated 8/2/1995. The subject lots are not within a designated flood prone area.

Zoning PD, Planned Development, Low Density Residential.

Subdivision Detail

0401003

To the best of the appraiser's ability to make the determination, the proposed single-family residential use would appear to constitute a legal, conforming use.

The individual subject lots front asphalt-surfaced streets with concrete curbs, gutters, and sidewalks, decorative streetlights, and signage. Utilities, including public water and sewer, underground electric power, natural gas, telephone, and cable television are developed to each of the home sites.

There are masonry sound/privacy walls along the west and north sides of the project, buttering the lots from Highway 59 and Yosemite Avenue, respectively.


Lot Sizes

0401003

The subject lots range upward from ± 5 ,000 square feet to a maximum of ± 12,000 square feet, with an overall average size of ± 6,300 square feet. The following table details the lot sizes as reflected on the Final Maps.

No. Min Avg Median Max 3A 87 6,000 6,747 6,300 11, 127 38 86 6,000 6,824 6,497 12,051 Unit 3 173 6,000 6,786 6,300 12,051

4A 82 5,297 6,201 5,688 9,167 48 68 4,978 6,220 6,000 9,474 4C 64 5,500 5,917 5,798 7,839 40 67 5,321 5,794 5,532 7,795 Unit 4 281 4,978 6,044 5,769 9,474

!overall 454 4,978 6,327 6,000 12,051!

Note that the 1 20 lots in Fahrens Park Unit No. 2 are excluded as they have all been sold out. Those lots did, however, range from 5,929 to 13,562 square feet, with an average size just over 7, 700 square feet.

The subject lots include rectangular, and corner and cul-de-sac lots. The shapes are rather typical and the lots are considered to have average utility.


ANALYSIS OF DATA


THE VALUATION PROCESS

The valuation of real property involves a systematic process in which the problem is defined; the work necessary to solve the problem is planned; and the data required are compiled, classified, analyzed and interpreted as value opinion. In this process, three basic approaches, when applicable, are used by the appraiser: the Cost Approach, the Sales Comparison Approach, and the Income Capitalization Approach. When one or more of these approaches is/are not applicable in the appraisal process, full justification must be presented. A brief explanation of methodologies for each approach follows:

COST APPROACH

In the Cost Approach, the appraiser first estimates the value of the subject site by comparing it to similar sites that have recently sold or are currently offered for sale. The reproduction or replacement cost new of the improvements is then estimated, and depreciation from all sources is estimated and subtracted to arrive at the present value of improvements. The present value of all improvements is then added to the site value, resulting in an indicated value by the Cost Approach.

SALES COMPARISON APPROACH

The Sales Comparison Approach involves the comparison of the subject property to similar properties that have recently sold, or that are currently offered for sale. The sales prices and/or value indicators of these properties are then adjusted to reflect the respective differences of each from the subject, to indicate a value range. This value range, as indicated by the adjusted comparable properties, is then used to establish an indicated value for the subject property.

INCOME CAPITALIZATION APPROACH

The Income Capitalization Approach is a process in which the anticipated future benefits (actual dollar income or amenities), are reduced to an estimated present value figure. The appraiser is primarily concerned with the future benefits resulting from net income and reversionary proceeds. This approach involves estimating potential gross income by comparison with competing properties, and estimating expenses (derived from historical and/or market experience) to determine a projected net income stream. The income stream is then capitalized into an indication of value by using capitalization rates extracted from competitive properties in the market, or by using other techniques when applicable. Alternatively, the income stream as well as the reversion of the property; can be converted into an estimate of value by use of a discounted cash flow (DCF) analysis. If both techniques are used, the resultant value indications must be reconciled.


RECONCILIATION

The final analytical step in the valuation process is reconciliation of the value indications obtained from the different approaches to value. The appraiser must consider the relative dependability and applicability of each approach as dictated by the individual characteristics of the subject property. The final value opinion reflects the results of such deliberation.

Approaches Deemed Applicable in the Analysis of the Subject

As stated previously, all three approaches have been considered, but only the Sales Comparison Approach was deemed applicable in this analysis. The Income and Cost approaches could be performed, but they would both require estimating of numerous factors that would make the results less reliable than ideal.

The Sales Comparison Approach is the method for which most data is available, and is the method that would be relied upon in this instance by market participants or other analysts.

* * * * * *

Before valuing the subject via the above described methodology, the residential market in which the subject competes will be explored, and an analysis of the highest and best use for the subject property will be performed.


SINGLE-FAMILY RESIDENTIAL MARKET TRENDS

The strong growth that characterized the Central Valley region in the late 1980s and late 1990s through the present time has been due largely to an influx of new residents from the San Francisco Bay Area. Rapidly escalating prices in the Bay Area resulted in a widening affordability gap between the Bay Area and Central Valley regions. This increased demand for housing in the Central Valley, which is much more affordable, and enticed many families to relocate. There is a combination of those who commute, and those who have totally relocated.

Median Existing Single-Family Price Data

$600,000

$500,000

$400,000

$300,000 .---$200,000

$100,000

$-

I-+-State of California --9-- San Francisco Region --.-- Central Valley Region I

In addition to first time homebuyers who were priced out of high priced markets to the west, move up buyers began relocating, many of who brought significant equity from the sale of their Bay Area homes.

The resulting population growth rapidly escalated Central Valley real estate prices and burdened the ability of local municipalities to support the new residents. Schools became crowded, utilities were at or beyond capacity, and as a result, some areas placed moratoriums on new growth and/or dramatically increased growth mitigation fees. In response to these rises in costs, and the increasing numbers of move up buyers with significant equity, many developers began focusing on more expensive homes and greater profits.

Many of the new homes were simply beyond the means of local residents, and when the Bay Area housing market cooled in late 1989, demand for new homes in the Central Valley, particularly the largest and most expensive, softened dramatically. This market softening, combined with years of staggering price appreciation in the Central Valley, caused the differential in the cost of housing to decrease.


Starting in about 1990-91, the local market experienced sluggish sales and liquidation of production inventory in auctions. Many builders re-tooled and began producing the more modest move up and entry-level homes, which were responsible for the high demand in the first place.

In recent years, the market has gone through a period of stabilization followed by growth. Specifically, the market stabilized in 1996-97, and began to see some improvement in 1997-98. In terms of most indicators, 1998 showed significant improvement over 1997, 1999 improved over 1998, and 2000 improved still more as compared to 1999. The years 1999 and 2000 in fact set new records for sales volume and price levels.

The first quarter of 2001 showed continuing, albeit more modest, improvement, but by mid year, evidence of market softening was widely recognized. The slowdown in demand was fueled in part by job cuts and decreases in job security, as well as the super-heating of the market itself. Demand slowed, albeit from previous record levels, and the lower demand had a stabilizing, if not temporary deflationary affect on prices.

Through the second and third quarters of 2001, some areas saw price decreases, (Tracy and Manteca), while others still maintained modest increases, (Merced and Atwater). Most analysts agree that prices in areas like Tracy just went up too much too quickly, right to, if not above the top of the market. Areas like Merced did not have such rapid appreciation to start with.

Furthermore, the terrorist attack on the United States on September 11, 2001 not only affected the national economy, but it affected the global economy too. This further eroded buyer confidence, and slowed transaction activity.

Fourth Quarter 2001 statistics reflected a continuation of the slower market, but a turnaround is evident in 2002, with sales having again established a new all time high for sales volume. The first quarter 2003 statistics for volume are on pace for yet another record year.

Mortgage Rates

Many market analysts and observers now consider historically low mortgage rates to be helping the market sustain momentum.

30-year fixed mortgage rates have been below 10% since 1990. They were in the 6 Yi to 7% range in 2001, from 6% to 7% in 2002, and are currently below 6% for the first time in decades.

The issue is debt service. Principle and interest on a $200,000 loan at 7% is $1,331 per month, while it is only $1,199 per month at 6%. Alternatively, for a borrower that qualifies for a $200 ,000 loan at 7 % , the same $1, 331 per month would buy a mortgage of $222,000 at 6%, or only $181 ,000 at 8%.


Obviously, the differences are magnified at higher prices and higher loan amounts. The concern is that a notable increase in rates would eliminate a pool of buyers that would no longer qualify due to an increased monthly outlay.

18.00% ~---------

16.00% -- -- -- · .. ---- ~

1400%

I

>--------- -------·-- --- ·-- -·------ ----- -- -- - ---

Annual Averages 1972 - 2002 & YTD 2003 30-Year Fixed Mortgage Rates

"'" t-~------ ~. 1---- 1----. I-- I-- I----- ------··--- ------- -----

1000% 1-- -----------1 - - <----- -- - - - - - - - ------------ ....... _______ , ···-·--

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~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 00000000~~~~~~00~0~000~~~~~~~~~~

Looking forward, the historic reasons for the growth of the Central Valley will be the same reasons that continue that growth, certainly in the long term. Affordable quality housing, reasonable energy/utility costs, quality schools, parks and recreational facilities, ample retail shopping located a reasonable distance away, and a well-developed transportation system will all continue to be a draw for the area. San Joaquin, Stanislaus and Merced county areas are expected to continue to be successful in attracting new residents into the area.

While there are positive indicators, a prudent near term forward outlook would be somewhere between conservative, and cautiously optimistic. A factor that could have a significant adverse affect on the local housing market would be an increase in purchase money interest rates. No increases are foreseen at present but they are currently at historic lows and the most likely movement would be upward.


CENTRAL VALLEY PRODUCTION HOME MARKET

Information on production home sales is compiled by The Meyers Group, and reported quarterly. The subject is located within Merced County, which is part of the "Central Valley Market." This market segment also includes San Joaquin and Stanislaus counties. The overall trends in the Central Valley Market from 1994 through the end of the third quarter of 2003 are depicted in following graphic.

c::J Sales Volume -Inventory ---.-Prices -Linear (Prices)

• Sales volume was on an increasing trend through the middle of 2000, with significant spikes in the second quarter of 1998 and the first two quarters of 2000. During the next four quarters, sales volume decreased, stabilizing between 1,200 and 1,450 units per quarter. In the third and fourth quarters of 2001, volume fell still more, to the lowest quarterly total since late 1995.

At 2,051 units, sales volume for the first quarter of 2002 set an all-time quarterly high. The second quarter total of 2,535 sales reflects an increase of 23.6% over the record setting first quarter figure, and the third quarter totals remain high at over 2,400 units. Even with a slight drop in fourth quarter units, 2002 set a new all time annual total for sales volume.

At 2,4 76 units, the first quarter statistic for 2003 is another alHime high, with the second quarter totals increasing to 5,465 units overall. This half year 2003 total is 19% or 879 units greater than the 2002 record-setting sixmonth total of 4,586 units.

Through three quarters of 2003, a total of 8,208 units have sold, compared to only 6,994 tor the same three quarters last year. The total through three quarters is actually only a bit shy of the 8,608 units sold for the whole year in 2002. Indeed, 2003 will certainly be another new all-tirT)e high in sales volume.


• Prices were flat through 1996-97, but have since shown an overall increase. A period of decline in median base prices in 2001 has given way to another all-time high in the first quarter of 2002, followed by a slight decrease in the second quarter of 2002. The third quarter figure ( $250,000) is statistically the same as the second quarter amount ( $249, 727), with the fourth quarter ending the year at its highest-ever quarterly amount ( $253,490).

Prices in 2003 have continued the upward trend. Median detached base prices began the year with a slight increase to $259,836, but grew to $277 ,212 in the second quarter, and $294, 782 as of the end of the third quarter in 2003. This third quarter 2003 figure represents a 16.3% increase over the figure as of the end of 2002, and is the fourth straight quarter of new all time highs.

• Inventories decreased dramatically from 1994 through mid 2000, but the strong sales resulted in faster production, and the decline in sales volume resulted in increases in inventory, particularly in the third quarter 2000, and the second, third and fourth quarters of 2001. With sales volume up again, 2002 and 2003 quarterly inventories dropped back down, with the third quarter 2003 figure being only 253 units.

Overall and Submarket Trends in Sales Volume

The trend in annual sales volume for the overall market was declining from 1994 through 1996, with a reversal in 1997 through 2000. Sales volume for the overall market in 2001 was well below the figures of the previous three years.

10,000 ~-------------------------~

9,000 +------------------·---------~

Production Home Sales Volume 8,000 ...+----------- ·-------

7,000 -+------~----

6,000 +---------------------!

3,000

1,000

0 1996 1997 1998 1999 2000 2001 2002

1 ii Overall Market • San Joaquin D Stanislaus· D Merced I


It is interesting to note that while total sales volume was lower in 2001 than anytime since 1997, two of the three submarkets actually showed an increase over the previous year. Merced and Stanislaus Counties were slightly ahead of the pace set in 2000, but the sales volume for 2001 in San Joaquin County decreased by 52%. Because the San Joaquin County submarket accounts for such a large percentage of the total, it more than offset the increases for both Merced and Stanislaus Counties.

2002 figures for the overall market have surpassed the sales volume for any previous year and all three counties are up again significantly. Furthermore, as stated previously, the YTD 2003 data already exceeds the 2002 figures for the same time period.

Overall and Submarket Trends in Inventories

In terms of the inventory of lots released for sale, it is noted that both the overall and individual county markets saw a dramatic decreasing trend in inventories until the market began to stabilize in 1996. In response to greater demand, inventories shrank and production was increased. With decreases in sales volumes in late 2000 and through 2001, inventories were increasing again. As would be expected, the increased sales volume again resulted in lower inventories.

Overall and Submarket Trends in Sale Prices

The overall trend in prices has been positive, with the San Joaquin County submarket historically being at the highest price point, Merced County being lowest, and Stanislaus County being between the high and low.

$150 $145 $140 $135 $130 $125 $120 $11 5 $110 $105 $100

$95 $90 $85 $80 $75 $70

Median Base Prices per Sq. Ft. Through 3rd Otr. 2003

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Comparative Prices per Square Foot

The graphic above shows a summary of the price per square foot for Stanislaus, San Joaquin and Merced Counties from 1997 through the end of the third quarter of 2003. Note that the gap in the data in early 2000 is because the research firm changed from median to average prices. The format was subsequently changed back to median pricing.

Following rapid increases in late 2000 into 2001, San Joaquin County prices fell, spiked again then fell, followed by stable increases until there was a slight dip at the end of 2002. 2003 figures again show increases, steeply in the first quarter, but somewhat flatter in the second quarter of 2003. This trend of a flatter increase in the second quarter is consistent with all three counties. Third quarter figures for San Joaquin County have again spiked steeply upward.

Stanislaus County prices per square foot also increased rapidly in 2000, with steady but comparatively modest increases through early 2002. Following a dip in the second quarter of 2002, the figures for Stanislaus County show more strong increases .

. Merced County prices per square foot followed a similar pattern with increases through mid 2001 followed by a decline at the end of the year. A profound spike in early 2002 was followed by a steep dip and subsequent increases. It is noted, however, that the very small relative market share results in statistical anomalies. Merced County has some of the lowest priced product as well as some at the higher end of the spectrum. With such small samples, variations in activity levels in different communities can skew the statistics.

The spike in the first quarter of 2002 for Merced is an example of this, with the jump from $101 to $105 through 2001 leaping to $1 20 in the first quarter of 2002, then decreasing to $111 in the second quarter. These figures are not considered indicative of value trends but rather a change in activity level between lower and higher priced areas.

Overall, the same can be said for other quarterly dips and spikes. Due to an inverse size/price relationship, a larger home will sell for less per square foot than a smaller home. Quarter to quarter variations in price per square foot that disagree with known overall market trends, i.e. $/s.f. decline when "prices" are known not to be declining, are due to changes in the mix of what is selling. In other words, a higher preponderance of smaller home sales will skew the price per square foot upwards and vice versa. Despite quarterly peaks and valleys, the overall trend for prices per square foot in all three counties is upward.

Comparative Base Selling Prices

The above data involves median prices per square foot, while the following involves median base prices.


As shown in a preceding graphic, the median base sale prices for the Central Valley Market overall have increased from 1996/97 until the present time, with slight quarterly declines from time to time throughout the study period.

Many of the peaks and valleys are statistical anomalies, with changes in the overall market figures being due to changes in volume in certain geographic areas. The median base price for the overall market in the first quarter of 2002 increased significantly, for instance, due largely to an increase in volume for San Joaquin County, the highest priced submarket. Similarly, a slight decline in the second quarter is indicative of a profound increase in sales volume for Merced County, the lowest priced submarket.

Following is a summary of the quarterly median base prices for Stanislaus, San Joaquin and Merced Counties since 1997. As previously stated, the gap in the data in early 2000 is because the research firm changed from median to average prices. The format was subsequently changed back to median pricing.

Despite occasional quarterly dips, the data shows an overall increase in the San Joaquin and Stanislaus submarkets. The erratic nature of the figures for Merced County are due to the fact that the small size of the submarket makes it prone to statistical anomalies.

$375,000

$350,000

$325,000

$ 3 0 0 ,0 0 0

$275,000

$250,000

$225,000

$200,000

$175,000

$150,000

$125,000

$100,000

$75,000 co Cl a "'

Median Base Prices Through 3rd Otr. 2003

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!-+-San Joaquin ---.-Stanislaus Ar Merced I

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Despite what the graphs say, prices in general are known to have been increasing in Merced County.

Note that because this data consists of median sale prices, they do not necessarily indicate true value trends. The indications can be skewed by the occurrence of a greater preponderance of larger/smaller or higher/lower priced home sales, or a changing ratio of greater or fewer sales in higher or lower priced communities within the market.


OBSERVATIONS

The market has been strong in recent years, with record setting sales volume and rapid price increases. A slowdown in the second halt of 2000 continued through the end of 2001, but 2002 proved to be another record year and 2003 continued very strong performance. Sales volume is up again in all three counties, such that the totals set new all time records. Pricing is also rising, both in terms of gross amounts and amounts per square foot. Periodic quarterly declines in price levels are due to variations in sales volume in higher and lower priced communities within the submarkets, as well as variations in the preponderance of larger and smaller homes.

With respect to the market cooling in 2001 , market observers say that prices just went up too much too quickly, and the market needed a correction/recovery mode. Mortgage rates are still at historic lows, however, and there is an everongoing demand for additional housing. Macro trends point to continued, albeit slower/stable improvement. Concerns include the housing unit/job growth balance, fuel costs, and any notable increase in mortgage interest rates. Long term, the Central Valley Region is expected to continue to grow at a strong pace. Overall, signs are considered positive for the production home market in the Central Valley region tor the foreseeable future.

MERCED AND COMPETING MARKET AREA TRENDS

A major factor in terms of supply and demand trends in the last decade for this area has been the closure of a former Air Force Base in Atwater. Because Atwater is only eight miles away from Merced, many analysts consider the "competing market area" to be the greater Merced-Atwater area. The closure of this air base in 1995 constituted the loss of the largest employment center in Merced County.

Because the city and county governments took a proactive stance, numerous civilian users were lined up to take over the base facilities when the military shut down, and now, the existing facilities are 100% utilized by civilian industry, and new facilities, including a large new federal penitentiary, have been built. In other words, what was first perceived as a significant negative has been turned into a significant positive. The old base, now Castle Aviation and Development Center, is once again considered a regional employment center.

Another major influence on the local economy and real estate market is the proposed University of California at Merced. Although construction has only just begun, U. C. Merced has already begun to have a significant positive influence on the Merced-Atwater area economy. Completion of the first phase of the campus is slated for the end of 2005.

Finally, as previously discussed, the residential real estate market for the entire Central Valley region is impacted by the price differential between the Central


Valley and the San Francisco Bay Area. Overall, the long-term outlook is for continued high demand for housing in the area.

Development Land Supply Trends

Statistics from both Merced County and the City of Merced have been reviewed that reflect tentative map applications and final map recordings. The source data are not well organized, particularly that from the city. Following is a summary of the data in the most meaningful form that could be gleaned.

Merced County Tentative Subdivision Map Applications County Projects Overall County Projects Near Merced/Atwater

··~· ~• ~IC,CI IVl<>I .. -Year No. Projects No. Lots Projects Area Lots

2003 17 2,586 1 8 2002 15 2,395 6 408 2001 9 754 5 576 2000 9 362 6 272 1999 11 884 6 243 1998 5 298 0 0

1997 6 600 4 112 1996 1 11 1 11 1995 4 183 0 0 1994 9 1,258 4 57 1993 7 494 5 355 1992 11 583 5 148 1991 22 1,640 11 798 1990 27 1,742 11 531

In terms of number of lots, 2003 exceeds any prior year in the study period. The vast majority of the lots in tentative map application are in the western portion of the county, near Los Banos. Note also that the projects in the Merced-Atwater area include both conventional in-town lots and semi-rural acre lot projects.

Overall, the new subdivision lots in applications in the Merced/Atwater vicinity constitute approximately 26% of the total in the county since 1990. (Other areas in the county with significant development include the Los Banos and Delhi areas.) In terms of final maps recorded on these applications, roughly 50% of the tentatively mapped lots in the nearby unincorporated areas have not been completed.

City of Merced Applications

The data from the City of Merced are not possible to be broken down by year, but the totals during the 1990-2000 time period reflect approximately 44


tentative map applications with 5,768 lots. Of these, 15 projects with 1,747 lots have expired.

In terms of final map applications in the city, the source data is irregular in format and content, but it appears that there have been approximately 66 fin al maps issued reflecting 2,572 lots between 1990 and the end of 2000. Thus, roughly 55% of the tentatively mapped lots in the city have not been completed. It is reasonable to expect that some of these applications have fully expired.

An update from the City of Merced now shows 38 projects on a list of Tentative Maps, reflecting 6, 174 lots. Of these, 1,225 lots in 15 projects are built, 474 lots in 3 projects are pending approval, 39 lots in 1 project have expired, and the remaining 4,436 in 19 projects are approved. Overall, it would appear that there is no shortage of supply in the development pipeline.

Residential Building Permits

The following table reflects the City of Merced permits since 1990.

City of Merced SFR Building Permits 1006

1000 -+------

600 -+-----------·-----~-----------·~--~---·---,

514

437

-----~3a-

200

1990 199119921993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

The overwhelming majority of new development since 1990 has been singlefamily product. It is noted that the permit trends agree with recent increases in population growth, with the total for 2003 reflecting the highest SFR permit volume in the study period.

Looking forward, the civilian re-use of Castle Airport in Atwater and the construction of a new University of California campus in northern Merced will have a significant positive affect on housing demand in the area.


DEMAND TRENDS

Existing Home Re-Sales

There is limited data on real estate trends in submarkets in the County. The Merced/Atwater area and surrounding smaller communities are within the area served by the Merced County Association of Realtors, but the board does not break out statistics by market area. MLS sales statistics for the whole county are somewhat limited as well. Statistical reports on sales were obtained for the period from 1991 through 2000.

The data after 2001 is not available in the same format because the MLS board stopped printing books and went to an on line system only. Statistical reports are not possible in the new online software system. The 2001 statistics shown in the following graph are figures reported by the Merced County Board of Realtors office, while the 2002 and 2003 data was obtained from the California Association of Realtors in Los Angeles. Note that the price figure shown for 2003 is an average of monthly median prices through November 2003. Although there is some degree of lost reliability, the figures show what was expected and are consistent with other trends.

The trends indicate a decline through the 1990s, which began to stabilize in 1996-97, showing definite improvement from 1998 through 2003. Note that sales volume figures are not available for 1991 through 1993.

1,200

1,100

1,000

900

800 700

600

500

400

Merced County Association of Realtors MLS Statistics

91 92 93 94 95 96 97 98 99 00 01 02 03

I-Sales Volume -+-Average Prices\

$200,000 $190,000 $180,000 $170,000 $160,000 $150,000 $140,000 $130,000 $120,000 $110,000 $100,000 $90,000

There has also been a profound decrease in average marketing time. Sales volume for 2003 is slightly lower than the previous record-breaking year; however, sales prices have continued to rise.


..... ••• lHE MEYERS GROUP New Home Projects by Sales Rate Report 11/30/04

PROJECT NAME YTD TOT AL MIN LOT BASE FIN. PR/SQFf OPEN TOTAL YTD OVRLL

BUILDER SALES UNITS SIZE PRICE SQFf RANGE DATE UNITS SALES SALES

PLND RANGE RANGE SOLD RATE RATE

Hilmar - Detached LANDERS MILL 72 77 5,500 $189,990 1,200 $105.72 02/01/2003 72 7.20 7.20 McRoy-W ilbur Communities $254,990 2,412 $158.33

TOTALS/AVERAGES: 72 77 5,500 $229,532 1,758 $133.77 72 720 7.20

Livinu;ston - Detached SUNDANCE 69 181 4,750 $207,073 1,189 $114.49 12/07/2002 69 6.27 5.84 Dunmore Homes $319,990 2,795 $174.16

COUNTRY ROADS 28 30 5,000 $195,995 1,150 $123.21 04/01/2003 28 3.50 3.50 Ramson Piro Construction $258,995 2,102 $170.43

TOTALS/AVERAGES: 97 211 4,875 $221,035 1,756 $130.17 97 5.11 4.90

Merced - Detached SUNRISE COLLECTION 67 182 3,600 $159,990 1,278 $98.03 10/15/2003 67 43.27 43.27 Heritage Homes $229,990 2,346 $125.19

LA BELLA VISTA 115 294 5,000 $142,950 990 $108.43 04/01/2002 244 1045 12.20 I-VS Development, LLC $185,950 1,715 $144.39

CYPRESS TERRACE 66 303 5,000 $176,900 1,191 $114.25 03/01/2003 66 7.33 7.33 Ranchwood Homes $210,900 1,846 $14853

SEQUOIA HILL 50 77 6,000 $166,900 1,350 $118.42 09/01/2002 76 4.55 5.07 Steiner Development $195,400 1,650 $124.93

SIL VER CREEK 47 175 6,000 $262,990 2,060 $115.08 11/10/2002 58 4.27 4.57 Dunmore Homes $321,660 2,795 $135.83

COPPER CREEK 51 274 5,400 $220,503 1,189 $123.33 08/31/2002 68 4.64 4.52 Dunmore Homes $288,335 2,338 $18545

WESTCREEK HOMES 31 118 5,500 $173,950 1,400 $122.38 01/01/2002 100 2.82 4.35 Rucker Construction $223,950 1,830 $137.05

CAMPUS VISTA 3 112 5,400 $115,450 1,120 $102.29 02/03/1999 103 0.27 1.78 Northern California Universal $240,000 2,239 $15047

TOTALS/ AVERAGES: 430 1535 5,238 $196,260 1,608 $124.20 782 5.62 5.07

GRAND TOTALS/ AVERAGES: 599 1,823 5,195 $204,271 1,650 $126.32 951 568 5.17

Search Parameters:

Areas: Atwater, Hilmar, Livingston, Merced, Winton; Unsold Units: 1-299;

Copyright 2004 Page 1 of 1 www.meyersgroup.com 1-800-MEYERS-7 All Rights Reserved· Meyers Real Estate Information, Inc. Data Current as of November 2003

http://www.meyersgroup.com

In terms of active listings, there were 325 residential listings as of the writing of this report. Compare this figure with prior years as follows:

1998 1999 2000 2001 2002 2003

No. Active Listings 530 351 253 not available 275 325

It is considered readily apparent that the re-sale market for existing homes continues its upswing for the region. With the increase in sales volume (demand) and the relatively low number of available listings (supply), it is not surprising that prices are increasing.

Production Home Sales

The competing market in which new production homes in the area would have to compete includes the whole Merced-Atwater area, as well as Winton (near Atwater) and other nearby unincorporated areas. Additional competition would come from the City of Livingston, and possibly the unincorporated areas of Hilmar and Delhi.

A review of sales statistics compiled by The Meyers Group from these areas is summarized in the table on the facing page. Overall, these projects reflect an average sales rate of 5.17 units per month, with a rate of almost 5.68 per month just during 2003.

A reasonable absorption rate forecast for a conventional subdivision in the Merced-Atwater area would be 5 or 6 units per month.

CONCLUSION

Despite a growing amount of competition in the area likely to come on line soon, the Fahrens Park subdivision is seasoned and enjoys good appeal. The creek to the south and drain swale through the middle of the Fahrens Park project add topographic texture that most subdivisions in the area do not enjoy. The two prod.uct lines currently offered by the developer are considered complimentary, and there is no reason known why demand should not remain strong.

The market has, however, been on an upswing for quite some time now, and while the trends are still quite positive, there is reason for a cautious outlook. Despite the positive overall market trends, as well as the positives of the employment at Castle Airport and the new University of California campus, a 5 unit per month average sales rate for a merchant builder in the area would suggest a three-year sellout for the subject lots. The market simply cannot be


expected to continue setting records every year. It would not be unreasonable to expect interest rates to increase, and the overall market performance to slow, at least somewhat.

There is another significant factor that the Fahrens Park developer has in his favor as compared to any new projects that have recently or will come on line in the near future. Dunmore's basis in the land is profoundly lower than any new builder paying market prices for land within the last year or two. Should the worst-case scenario occur, the subject developer has room to lower prices in order to maintain absorption, while still allowing for at least some level of profit.


HIGHEST AND BEST USE

In analyzing the highest and best use of a property, the appraiser should determine whether the proposed usage of the land is physically possible, legally permissible, economically feasible and maximally productive. If an affirmative answer may be given to these basic questions, it is determined that the highest and best use test has been satisfied.

Land is generally appraised As If Vacant and available for development to its highest and best use, and the appraisal of improvements is based on their actual contribution to the site. Thus, the highest and best use of a site must be determined both 1) As If Vacant and 2) As Improved.

The subject property exists as a mix of finished and proposed subdivision lots, some of which have structures ranging from various levels of finish.

The subject property is being appraised herein under the hypothetical assumption that the lots are complete and ready for home construction as of January 1, 2004.

HIGHEST AND BEST USE AS IF VACANT

If there were no improvements to the subject property, it would exist as an irregular shaped site amidst and/or adjacent to existing and proposed residential development.

Legally Permissible Uses

According to the City of Merced, the area of the subject property is zoned for single-family residential use. This zoning is consistent with the General Plan. The permitted uses on the subject site are limited to single-family residential.

Physically Possible Uses

The property has developed street access along the west and north sides, and all relevant municipal utilities are available. The land is not within a designated flood plain area, and the topography would be suitable for a variety of uses.

Based upon the -principle of conformity, which suggests that value is created and sustained when the characteristics of a property conform to the demands of its market, a low density residential use would be the most likely use of the subject.

Economically Feasible Uses

The only legally permissible use and most practical physically possible use would be limited to a residential use. Based on my analysis of the market, the most


economically feasible use is development of the subject site with detached single-family improvements.

Maximally Productive Usage

Because single-family residential development appears to be the only legal, likely physical, and only estimated economically feasible use of the subject site, it is also considered to be the maximally productive use of the site.

Based on the preceding analysis, and the information contained in the preceding Market Overview, the highest and best use of the subject property "As If Vacant," is to develop the subject property with a residential subdivision not unlike that which exists.

HIGHEST AND BEST USE AS IMPROVED

The highest and best use of the property As Improved is considered the same as that concluded above for the site As If Vacant.

Land development should continue as dictated to match absorption, and the lots should be constructed with detached single-family homes. The two current product lines offered by the developer/builder are considered complimentary to each other and offer the range of home features and amenities desired by the marketplace.


SALES COMPARISON APPROACH

The subject property consists of proposed residential subdivision lots intended for production single-family dwellings. The market has been researched for the most recent and proximal bulk sales of similar residential lots for direct comparison and analysis. Numerous sales and offerings were reviewed, and those considered most pertinent are summarized in the following table. Note that the data is shown in descending order of sale date.

Summary of Comparable Residential Land Sales Data Sale Subdivision Name Sale/Close Date Price/Lot Dev.

No. Location I Buyer Reference # Lots Sizes Status Costs Total

1 River Pointe #1 Sep-03 I Dec-03 128 6,000 min $41,357 $30,000 $71,357

Waterford I Kimball Doc# 215399 Finished 2 Hearthstone Ranch Sep-03 I N/A 105 7,000 min $73,000 N/A $73,000

Newman I Forecast Pending Finished

3 Silva Ranch Aug-03 I Dec-03 150 6,000 min $60,000 N/A $60,000

Atwater I Forecast Doc# 81146 3 tkdns Fin Lots

4 Liberty Square Jul-03 I Sep-03 56 6,000 min $40,700 $18,000 $58,700

Livingston I CA Homes Doc# Not Avail Appr TM

5 Starlight Est No. 2 Jun-03 I Jun-03 90 4,500 min $46,500 N/A $46,500

SE Merced I Steiner 03-041263 3 tkdns Fin Lots

6 Compass Pointe Jun-03 I Jul-03 160 5,000 min $35,000 $22,500 $57,500

N. Merced I CA Homes Doc# 45073 Appr TM

7 Sunrise/Compass Pt May-03 I Oct-03 67 6,000 min $30,000 $26,500 $56,500

N. Merced I Bennett Doc# 67929 Appr FM

8 Village Highlands Oct-02 I Jan-03 57 5,826 min $71,000 N/A $71,000

NE Modesto I Nova Doc# 659 Finished

There are few recent known bulk sales of finished lots in Merced, so sales from competing areas are shown. Included is a sale of notably smaller, inferior located lots in Merced, and a recent finished lot sale in nearby Atwater.

The other sales include the sale of both finished lots and paper lot sales with quantified costs. Because the actual estimated total costs are known, these "paper" sales are also good indicators of value tor the lots As If Complete. There are two factors, however, that will make them low indicators: the "paper plus costs" sales require upward adjustment for lack of profit, and they need upward adjustment for the greater risk associated with paper versus finished lots.

DESCRIPTION OF COMPARABLE SALES DAT A

Sale No. 1 is a sale based on a finished lot price, but it actually transacted as paper lots. The lots are in a 336-lot development now being constructed in Waterford, about 20 minutes southeast of Modesto. Although removed from the freeway system in an area with limited shopping and services, the project will be gated, heavily landscaped, and influenced by the Tuolumne River. The lots are still not complete. This is one of two sales of lots to merchant builders. The developer (Grupe) will construct the whole subdivision, with two thirds of the lots being sold, and the remainder being built out by the developer. The two 0401003 Sierra Valuation Consultants page 57

merchant builder purchase contracts are structured similarly. In this transaction, the buyer purchased the paper lots outright, and will make monthly payments to the developer as and until the lots are finished. The price was based on $40,000 per paper lot, plus $25,000 more per lot for a handful that will face the Tuolumne River. The average price per lot is thus $41,357.

Sale No. 2 is one of two sales of finished lots to merchant builders, with the developer keeping about a third of the lots in this 374-lot development. This is a conventional finished lot deal, whereby the lots will not transact until they are complete. The project is located in Newman, near Interstate Route 5 in western Stanislaus County. The location is positively influenced by the Freeway 580 and Highway 1 52 commute corridors into the San Francisco Bay Area.

Sale No. 3 is a conventional sale of finished lots in south-central Atwater. It is transacting in takedowns, the first of which has taken place. The lots are located just north of Broadway, east of Shaffer and are quite near the freeway. Although convenient to the freeway, they are not immediately proximate to an interchange. There is a mobile home park adjacent east, mixed commercial, residential and houses of worship to the west, and modest single-family to the north and south.

Sale No. 4 is a paper lot sale in northern Livingston. The deal actually involved several parties. The seller engaged to buy the property from the underlying land owner, and contracted to sell the lots to a merchant builder at $38,000 per lot. The contracted "buyer" later assigned the rights in the purchase contract to Golden State Investments, one of several dba businesses for the owner of California Homes. The buyer, California Homes, paid the assignor a fee of $2, 700 per lot, resulting in a final acquisition price of $40, 700 per lot. The buyer confirmed development costs of $18,000 per lot, and will thus pay a total of $58, 700 to result in finished lots upon which to build and sell homes.

Sale No. 5 is a sale of significantly smaller lots in southeast Merced, an area of generally lower home values than the subject area, and with inferior appeal.

Sale Nos. 6 and 7 are paper lot sales in the immediate vicinity of the subject property. They are in the new Compass Pointe and Sunrise at Compass Pointe subdivisions located just north of Fahrens Park, north of Yosemite Avenue in the new Fahrens Creek Specific Plan area. Reflected herein are the paper lot prices paid,. along with the estimated costs to complete the lots.

Sale No. 8 is a closed sale of finished lots in the northeastern part of Modesto. These lots range upward in size from 5,800 square feet, and are in an area with demonstrated good appeal for new homes, but the lots wrap around a commercial dog kennel and some abut the right-of-way for a realigned major arterial roadway.


Overall, Sale Nos. 6 and 7 are considered most similar in location and are the most reliable value indicators for the subject. Because they are sales of paper lots, plus costs, however, they will be low indicators. A reasonable value for the subject would be somewhat higher than the totals reflected by these two sales.

ANALYSIS OF COMPARABLE SALES DATA

For several elements of comparison, each of the sales has been analyzed in terms of its superior, inferior, or similar qualities in comparison to the subject. Following is a list of the adjustments considered.

1) REAL PROPERTY RIGHTS CONVEYED: The subject property is being valued in fee simple. Each of the comparables sold conveying fee simple ownership. Thus, no adjustment is required for Real Property Rights Conveyed.

2) FINANCING TERMS account for the impact on value that is produced by favorable financing. All of the sales are considered unaffected by financing terms, and thus adjustments are not required for Financing Terms.

3) CONDITIONS OF SALE adjustments reflect the motivations of the buyer and the seller. To the best of my knowledge, all of the comparables reflect arms-length transactions, thus, no adjustments will be required for Conditions of Sale.

4) MARKET CONDITIONS (TIME) adjustments account for value changes in area properties between the date of the comparable sale and the effective date of the value opinion. Due to a trend of improving market conditions, all of the sales will be adjusted upward for this factor as compared to the subject. The adjustment will be slight for the most recent sales, but significant for the older transactions.

5) LOCATION is an important value-influencing characteristic but it also tends to be one of the most difficult to quantify. The sales are from various areas with offsetting pluses and minuses.

Sale No. 1 in Waterford is further from shopping and services, and rather removed from the freeway system, but within a 20 + commute of Modesto. Overall, however, the macro locational factors are inferior to the subject. There are offsetting micro factors, however, with River Pointe being a highly landscaped very good quality development with gated entrances, varied topography (views) and frontage on the Tuolumne River. Because of these micro locational factors, Sale No. 1 is rated superior to the subject for location.

Sale No. 2 is located on the "west side" of the San Joaquin Valley, a 20-25 minute drive west of the Highway 99 corridor location of Merced. This


location is closer to the commute corridors west into the San Francisco Bay Area and thus enjoys strong demand. Newman itself- is, however, smaller than Merced and does not have the depth, size and strength of its own economy like a larger city enjoys. On the contrary, homebuyers enjoy a small town atmosphere while being not too far removed from employment and other opportunities in larger communities. The location will support similar if not higher pricing levels as compared to the area of the subject, and overall, the location is rated superior.

Sale Nos. 3, 4 and 5 are all rated inferior in terms of location as compared to the subject. Sale No. 3 is influenced by modest single-family homes and a mobile home park, and the appeal for the location is simply inferior. Sale No. 4 in Livingston also has a lower general level of appeal, while No. 5 in southeast Merced is considered notably inferior in this respect.

Sale Nos. 6 and 7 are rated similar to the subject for location, while the general location of Sale No. 8 in northern Modesto is superior. A merchant builder simply sees a stronger general market segment in northern Modesto than northern Merced. Recall the data in the market overview whereby Stanislaus County has historically had higher price points and stronger sales volume. A somewhat offsetting factor in this case is the inferior micro locational aspects cited for Sale No. 8. The dog kennel and arterial roadway are both negatives.

Overall, Sale Nos. 1, 2 and 8 will be adjusted downward for location, while Nos. 3, 4 and 5 will require an upward adjustment for this factor as compared to the subject. Sale Nos. 6 and 7 are rated equal to the subject in this aspect.


6) SIZE/DENSITY adjustments account for value changes due to differences in size among properties analyzed. The subject lots range upward from 4,978 square feet, and thus are rated as 5,000 square foot minimum lots. Sale No. 6 is equal, while No. 5 is inferior in this respect. All of the other sales reflect larger lots than the subject and will be adjusted downward as compared to the subject for lot size.

7) MAGNITUDE OF SALE is a consideration of the number of lots in the transaction. In other words, as stated above, a larger tract (or larger magnitude) will reflect a lower price per unit and vice versa.

The subject in this analysis consists of 351 lots, but the property is being appraised in Merchant Builder Magnitude. A typical Merchant Builder Magnitude is in the range of 100, say 75 to 125 lots. Paired sales in the market also indicate no adjustment being made by the market participants for variations between 50 and 100 lots. Overall, the sales are all rated similar in this respect, and no adjustment is applied for this factor. Note, however, that if the subject were to be analyzed in bulk in its full magnitude of 351 lots, a slight downward adjustment would be in order. The subject property is being appraised in Merchant Builder Magnitude, and the sales are all considered to fall into this category. No adjustments are thus required for magnitude of sale.

8) ZONING/INTENDED USE adjustments are based upon the relative flexibility and intensity of the use approved for a site. The zoning and intended use of all of the comparables is for single-family residential development. Any zoning differences would be primarily reflected in size/density, which has been reflected above. Thus, no adjustments are necessary for Zoning/Intended Use.


9) SITE UTILITY adjustments may account for differences in a site's shape, dimensions, street frontage, width and corner influence. Other factors such as topography, soil content, flood exposure or other factors may be included in this category. Lot size and micro locational aspects have been addressed previously. Thus, no adjustment will be applied to the comparables for this factor as compared to the subject.

10) BONDS/ASSESSMENTS can differ between the properties and in some cases comprise a significant expense to the owners. Generally, those properties with higher CFDs are considered inferior to those with lower CFDs or without them all together.

The subject and Sale Nos. 2, 6, 7 and 8 are rated similar in this respect, while all of the other sales have notably lower assessments and will be adjusted downward for this factor as compared to the subject.

11) MUNICIPAL FEES can differ between the various municipalities that have jurisdiction over the subject and/or comparable sales. The subject and all but one of the comparables will have similar municipal fee environments and no adjustment will be applied for this factor. Sale No. 8 in Modesto's Village One will face higher fees, and a slight upward adjustment will be made to this sale for municipal fees.

To summarize, adjustments are needed for the following categories: 4) market conditions; 5) location; 6) size; 10) bonds and assessments; and 11) municipal fees. Note also that Sale Nos. 4, 6, and 7 will also be adjusted upward for developer profit/inherent risk. Factors that influence the price per lot upward will be adjusted down, and factors that cause the price to be lower will be adjusted upward.

CORRELATION OF COMPARABLE SALES DATA

Seven of the 8 sales range in unadjusted price from $56,500 to $73,000, with the low indicator at $46,500 being inferior to the subject. Conversely, those at the higher end of the range, from $71,000 to $73,000 are rated superior. The sales most similar to the subject in location are paper lot sales which when combined with costs, reflect a total of $56,500 to $57,500. These are considered among the most relevant indicators for the subject, but they do require upward adjustment for lack of profit, and they need upward adjustment for the greater risk assumed by the buyer associated with paper versus finished lots.

Overall, a value conclusion somewhat higher than $57,500 is indicated from these two sales. This is consistent with the indication from Sale No. 3. This most similar finished lot sale, Silva Ranch in Atwater, reflects a price of $60,000 for lots that are larger but in an inferior location.


Comparable Sales Adjustment Grid Sale No. 1 2 3 4 5 6 7 8 Sale Date 9/03 9/03 8/03 7/03 6/03 6/03 5/03 10/02 Lot Size 6,000sf 7,000sf 6,000sf 6,000sf 4,500sf 5,000sf 6,000sf 5,826sf Sale Price $71,357 $73,000 $60,000 $59,000 $46,500 $57,500 $56,500 $71,000

4) Market Conditions Adjust Adjust Adjust Adjust Adjust Adjust Adjust Adjust

Sliohtlv Uc Sliohtlv Uo Sliohtlv Uo Sliohtlv Uo Sliohtlv Uo Sliahtlv Uc Sliahtlv Uo Uc

5) Location Adjust Adjust Adjust Adjust Adjust

---Nil--- ---Nil---Adjust

Down Down Uo Uc Up Down

6) Lot Size Adjust Adjust Adjust Adjust Adjust

---Nil---Adjust Adjust

Down Down Down Down Up Down Down

10) Bonds/ Assessments Adjust

---Nil---Adjust Adjust Adjust

---Nil--- ---Nil--- ---Nil---Down Down Down Down

11) Municipal Fees ---Nil--- ---Nil--- ---Nil--- ---Nil--- ---Nil--- ---Nil--- ---Nil--- Adjust Uc

Profit/Risk/Supervision N/A N/A N/A Adjust

N/A Adjust Adjust

N/A Uc Uc Up

Overall Adjustment Downward Downward Adjust Adjust Adjust Adjust Adjust

Downward Sliohtlv Uc Uc Uc Up Up

Less Than Less Than Slightly

More Than More Than More Than More Than Less Than Indicated Value

$71,357 $73,000 More Than

$59,000 $46,500 $57,500 $56,500 $71,000 $60,000

The preceding narrative discussion of adjustments is summarized in the adjustment grid presented on the facing page. Note that only the factors deemed to require adjustment are reflected in the exhibit.

VALUE INDICATION VIA SALES COMPARISON APPROACH

Based upon the above discussions and analyses, the indicated Bulk Market Value via the Sales Comparison Approach for the subject lots, As If Complete, in Merchant Builder Magnitude, subject to the assumptions and limiting conditions set forth herein, specifically under the Hypothetical Assumption that the lots are complete as of January 1, 2004, is $60,000 x 351 = $21,060,000.

Please refer to the assumptions and limiting conditions contained within this report, to which the opinions and conclusions stated herein are subject.


RECONCILIATION AND FINAL VALUE OPINION

The purpose of this appraisal was to develop an opinion of the Market Value of the subject lots, As If Complete, in Merchant Builder Magnitude, under the Hypothetical Assumption that the lots are complete as January 1, 2004.

As only one method was utilized in this analysis, no formal reconciliation is necessary.

Based upon the data and analyses presented herein, I have developed the opinion that the Bulk Market Value of the subject lots, As If Complete, in Merchant Builder Magnitude, subject to the assumptions and limiting conditions set forth herein, specifically under the Hypothetical Assumption that the lots are complete as of January 1, 2004, .is $60,000 x 351 = $21,060,000.

Note that the subject lots include some that are finished, some that are currently being developed, and some that are still proposed. Furthermore, there are structures on some of the finished lots, including completed model homes and homes in various stages of completion. None of the structural improvements are included in value.

Please refer to the assumptions and limiting conditions contained within this report, to which the value opinions stated herein are subject.


ADDENDA

PHOTOGRAPHS OF SUBJECT PROPERTY OVERVIEW MAP EXHIBIT

FINAL MAPS ASSESSOR PLAT MAPS

COMPARABLE LAND SALES DATA ENGAGEMENT LETTER

QUALIFICATIONS OF THE APPRAISER

PHOTOGRAPHS OF SUBJECT PROPERTY

II t

' I I

View Yosemite Avenue facing east from Highway 59, subject at right.

Yosemite Avenue facing easterly, subject at right.

T~...-=•,•·---·=• =• =========-=~··M~~~=-=-=-==================,i

Highway 59 facing southerly, subject is to the left.

View of Yosemite Avenue facing westerly, subject at left. New projects in Compass Pointe to the right.

View of drain basin facing southerly from Yosemite Avenue. Unit No. 2 is to the right.

r

View of drain basin facing northeasterly. Unit No. 2 is to the right, Nos. 3 & 4 to the left.

Subject property view.


,--1

I !



View facing southeasterly of proposed subject lots in Unit No. 4.

Copper Creek model home complex.

Silver Creek model home complex.

Finished homes in Unit No. 2.

OVERVIEW MAP EXHIBIT

FINAL MAPS

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FAHRENS PARK __ U_NJI__3A~--

BEING A .SIBQ!SIDIJ OF 71E REJIAIHDER AS SHOWN ON TIE FINAL IIAP -FAWIEIIS PA81; l#T ~ PHASE., r. F1LED FOR RECORD ON

All6IIST 312DDD 81 BOOK 52 OFF1ClAL PLA1E. AT PAGES '4 T1fiOll&II ~ .IIBICB1 COUNTY RECORDS, PARCEL •,r AS OFSCP'BED

IN TIE "'PAllCEl. MAP FOR llc..B. BUSK COl#'ANY" FILED FOR IIECOIID IN KIUIIE 43 OF OFFICIAL RECORDS. AT PAGES .f5 THROUGH~

!IERCED COlllTY ~ AND T1E 50' IMDE" RAILROAD RIGHT-OF-WAY AS CFS! I • 71E "7ECORD OF SURVEY FOR R.C.B. CDll'AIIT INC.•

FILED FDR J1ECOllD M BOOK 1tS OF SUR\/Ent AT PAGES 43 TYIOUGH U,

SEC I?

JEllCB) coatTY RECORDS., SITUATE Iii SEC170N 13, JDIIIIIISNP 7 SOUTH, RANGE 13 EAST, ~ DIABLO BASE AND /IERIDIAN

CITY OF JERCED, SZC. I I

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O'Dell Engineering 1101 JI 5TR£ET SUITE 1, MODESTO, CALIFORNIA

REFERENCES: (J4 - AtL Jll5lll""6 NIC ~ tHlS .5Ul\fl UNLESS 011E1i'lfSC 1'01UJ.

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IN T1E "PARCB. IIAP FDll ll.ar.JUSC COIIPANr FILED FOR RECORD Iii VDLIAIE 43 OF DF.FlCUL Bl'DRDS, AT PAGES 45 THROIIGH 44!t

JERCED COIMTY IIECDBJS .AMD"JIE 5D' IIIDi!: RALROAD RIGIIT-DF-WAY AS DESCRIBED t_: rE -,r..;;_'":D1ll)IF SIR"tlEY FOR R.C.B. COMPANY .INC.•

FILED FC' ;,ECOIL· ~ .BOOK :lBJ9F.sunE1'S, AT PAGES 43 TllllOUGH -44, .ERCED ::OlMTY ~ SITVA TE II SEC710N 13,

TDIIINSHIP 7 Slaf( RANGE 13 EAST; IIOUNT .DIABL,V.MSE AND IIERJDIAN

-7;"--=IIERCED, IERCED Coml; CALIFORNIA

0 'Dell Engineering 1101 M 5TR££T SIJTlE 1. MODESTO, CALIFORNIA

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BASIS_OF BEARINGS !IE 1/DRINC OF IDR1II ll!TU:a" DIST FDR 71£ NrRIII U£ OF tF!iEl:IJOll,l-7.51J111i4-T.1.f;<51,-~ IM.ll:-- AS-Dll71EliECIJIII OF.SUIIEYF111 /tC.B.. QJIIIIIW7" IC. n.E1J Fm EDI> .II .BID( 16 '7 5UMl'S. .lF Al'6 4J .t "· .IEEE> autrY .._ - USED AS !IE Bo4SZS" OF ALL IEARINGS !:H1IIN ON 7HS ~

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SEr' aT.Al ~

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. .AVBNUJ! 511'6..67711)(10) 51~)

FAHRENS PARK __ U_.NIT_3A ,

BEING A SIB1MSIDlt OF TIE REJIAJNDER AS SHOWN ON 71E FINAL MAP "FAl8:NS PAM;. IMIT ~ PHASE. r, FILED FOR RECORD ON

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FILED FOR JIEC01ID M BOOK 111 OF SUR~ AT PAGES 43 TmlOUGH "" IIBICED r:outTY RECORDS, SITVA TE 111 SECT10II 13, ~ T SOUTH. RANGE 13 EAST, ~ DIABLO BASE AIID IIE1llD/AN

5£C I 2 CITY OF IERCED, //IEllCSI COUNTY, CALIFORNIA

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IIOIMT DIABLO BASE A/ID JERIJIAN

CITY OF IERCED, IERCED CDlMTY, CALJFORNIA

O'Dell Engineering 1101 M STREIT SUfTE 1, MODESTO, CALIFORNIA

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OWNER'S STATEMENT: NC T1f: ~ 00 HDlf1W SfAJ'l' ™4r W A/1£ 'THE (MN(R$ CIR ,...1£ SDJI£ RJCHT. 'tllU QR IN1l1ICST" <JF RECORD #I 1H£ UMJ SHOWN Of DIS lilillP JNO I[ a1NSDIT 7D T11£ PRf1WilUD NiO Rf'CCJID41i0t rT "*5 ... Jlf H£M8f .RREKDElY Ofr£R FM .om.cATOV TD 1Hl PUl1lJC FOR Pf8Z U5L AU. PV8UC VTOJ1Y ~ (P.IJI,J. 7'l£C A.WTIHI: ruDJ£N1< (r.PLJ. NJ. ~ AV!M.ES, ~ NID OrH!R PIM.JC A.Aas AND 0£DIC.A"trJNS AS s:IIDWt rM THIS iJN<J.IIAP.

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NOTARY STATE.!t!ENT:

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FAHRENS PARK UNIT JB

BEING A SUBDIVfSION OF THE REMAINDER AS SHOWN ON THE FINAL MAP 'FAHRENS PARK. UNIT 3A', FILED FOR RECOID ON AUGUST 19, 2002 Di

VOLUME 56 OFFICIAL PLATS, AT PAGES M THROUGH 38,. MERCED COUNTY RECORDS, SITUATE IN SECT1Qll 13, TOWNSHIP 7 SOl/TH,

RANGE 13 EAST, MOUNT OIABLO USE ANO MERIDIAN

CITY OF MERCEIJ. MERCED COUNTY, CMEORNIA

O'Dell Engineering 1165 SCENIC DRIVE. MOD[Sll:. CALIFOi?NIA

'59'\ i

·=· ~--1@--

VICINITY MM'

OMIITED SIGNATURES:

PURSUA.J.rr TO SB:T1<»i 654~ Of" rH£ SLl!DIV'!5/0N MAP IC1 :1£ SJC-NATl.18£.5 OF TH£ rot.1.0W1M; MEKS1 HOLD£fg or R[CDRO ~Yf BffN Ollh1lI

r f.,45E,mtl l'DR ll..EC1T?.C TP.»ISJIISSlOII IAES. ITC ~ TO SAN .10,ll,{;{JJN LJ&fl AMJ ~...P C()RP':)R'A1'.f} R£C()f:[JflJ. or omcw. R"tCO.id)S.- .JAM.IAK'r' .f. 192'9.. llDf,t'J- Z!5, Ar P,1.Q- 7,34

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1. [AS[JJ[J{r. AND INCJJXNTS rHERi:10. ltjR flDltrNC NtlJ ~1/MJ [Af[~!IT e,;w..r.-w ro C!TY OE Uul"'~O. R[CORLJ!Il Of" ~IA/.. ft[COR!J':; .. J!..'!.Y 19. 1989. FJt:Ja: Z7'5l. PAiZ. J57

l Al,Q10V EASEUENT IN FAVOR OF CflY CT ltlfRC!D, l!S r.i.a::ESSORS Ni!) A5SJt;NS roP. 'fl'[ US! Nol) 8Q£}T1 OF TH[ CITY OF JJi.RC[O, TH! Pf.t8l/C NI(} 1'Hf u:411!0 ST.AT£.5 r;f" ~ A?"?..iil"ii:.lltAN1 1D CASrz.E MR FORCE RASE. FOR T>I£. P~ OF AU ~ 1'ND CMlWi NRCRN"T IN ""-1 lt#l5Pl4C[ NKNf '1E l:O!}f,I CBC:R.'!:F-D PP.().O!i~'fr rc,a11-i[R IIJBl'IBE R:GHT TD ou,c·..F f1f >"-!.Ml!~~ SAID PROPUfTY SUCfl NO-iS£. ~IJRAr.CN. FtNE'S. OUST.§!..;. ;,,•J1riC'...5 AND AU OT"~_P. JiI'::r5 THN~ ,U,IY IE CMISE!J B'( rnr GPfRAnON or NR"'"'_RAFT ~-AT, OR TAl(INC ~ FR/JI,/ CR ~n,c .AT OR ON SltJ DSTi..£ AJR {QRC[ &S[. Rff.G?DiO MT~. /9fJ'!J IN -.«.. 2757. PAGE .155, M£JlfD OfXJ/t/T'f RECORDS.

5 EASOICNT rOR rofl 771[ Pf./HPQS{ Or nooo E.A.591£1111 ~ a,.-r[R£D F()/1 ()!DI010t ON 1>£ "P.tvlca. IIAP FOR R.C..11 BV5K COf,,lp~ ft[C()R';fi) ~ 1, IV!I J. :!COK J9 Of !IN"C[t_ M4PS. PM:5 ~ NL; 47. QrJ"0,L J![aw:,s Qr !1£RCf"D cou,ny Nt/J 11'.E ~ il/ltP rr;R il.C_B. 8f./SK COV?A..vr-. ~Gi OC"tCB!~ '"' 19EJ) N BDOll .U or PIJ?CEL .U,.V,S, PACCS '5 AND 46. ~ Ff!COf?fJS OF MZii'C£rJ CG<.l"f7Y.

SURVEYOR'S STATEMENT:

rntS 11'¥' MS PR(PARU) S'r lilC DR tMD£R Vf OIR£C1'0N »IJ fS SillSrn IJPON A FED SUR',{'Y IN COHFC'JR1,ltWCE wm, 1H£ REOUlkblOIT'S Dr mr Sll1ll'VIS1al'I MAP N:T AND LOC*. OlllJINNtCE ~r 711£ R£tJU£$T OF FAHRCHS PARK. LP. A OIUltWNM UAITTD l'AR1/tl£RSHP, ON .JANfJARY' 1, 2002. I HERE11'f S'TAlF 01AT THIS F1NN. .,,.P SVf/STAlfflAUY (:(JNFORI,/$ ro m£ C!Jl,OTIO#AllY N'Pfl(Nf1) 1DiTArNE' 11/tP. I f't.mHOi' STA'fE rHilT AU TH£ ~ SHOWN IER£ON lfli 8£ OF 1H£. CHARACTlJl ,A1,1J acaPr 71£ POsmt:/ftS ~rm 8EitJII.E SAlJ SU8DNfSION fJIPflf:JVEJ/f}I Alff ACCEPTED flY THC CITT OF MflfCE». AHD ntolT SAID lilONUtJDtrS ltllL B£5'1.JFfV£NT mOMa.£ nttSSl.Rtfl"roec~.

!M,U,, rHt5 .z.J....~r OF :Vr;,.....,..f;! , lOQZ.

M~·-M~ D11M CMW'FQRD, P.LS. 77fSIJ

LJCOIS£ ~TION !M.1!" ; 0£CDl!J£R JI, :!Om

CITY ENGINEER'S STATEMENT: I HCR'"..JJY 5rATf TH4T I ~~ CXAJ,11"1£0 THIS F1N',J. MAP OF "'F~[N5 PARX UNIT 39• AND 51A1f THAT Dt£ SV&IJMSION SHOWN .HER£QN IS $U8STAM"JAU. Y TU! SA.JI[ AS IT AfJPD,R[D ON TJ.1£ 7EAITAJl\if" UAP, N¥0 ANY N'?Ff(JV[IJ N.Tc:RATIONS TJ£R£0F. THAT ALL ~ OF TJ,,I[ SIJBDMSION WP N:T NIO Ni'f LOCAL 0R(}'INANC£S #'PI.ICABt.E AT THf 7TJI! OF APMCJV.N.. Of T'kE TrN1ATM UAP MIIVf 8£[}, C()f,IPI.JfD WfTH. NID I NI SAT1Sf1E{) ~T THIS u,AP lS TE:CHNICN.1.Y COk!IECT.

Q4i£0 n,,rs rJ.. ' I d ~~ ()H ~ .2003

ttL1d l. _/>~ lMIITO 1UCKER CITY fN(;HIHR

R.C.£ 185,U

CITY CLERK'S STATEMENT:

aP. JUNE.. JG, 2(J(J5

!, .JIW£S G. ~(. ctrJ' a.£R,c ()}' fH[ CfT'r' or ltl[17C£.D, ~.A.Tr ~ CAi.lFO!i1'ilA. DO

:r~. ~.!h-n;r !:}~::~ ~ °J~'Z./~'?-1Al~~~ 11-fE ACCOJIPAN'r'IWC ~ IJAP OF "FAHFIENS PARK VMr JB" WAS APPROVUJ. ANO .tCCiPTUJ OH B£~ Or Tit[ PUBOC t()R Pu9l/C US[. SUB.J[CT TO SAUSFACTORY CCl,/l't...£110N OF ALL IMPRrJVOJUflS. n-lC OFff}l OF DCDCAf'ION OF All PUBLC unurr [AS[l,lfJ/TS (P.UL). rRf£ .Pt»ITlNC £ASD,1£,VTS (IP.£). NJ. ORrlf'S. AVOl.'UtS. caums AND 0110 PUBUC Pt.,AC£S AND DfDtC,HlDNS AS SHOWN ON mI5 FINN. MAP, WCLUC)INI; rnr 0£DICATION IN F££ rm.c OF LOT ,,. toR l.ANtJSCAPl PURPOSES ANO Leff r ITli ~ SICrnf Ni[J DIEJfCCNCY MX."O:S PtJRP(}5£S.

Pt:Jl?SUANT 10 SEcrtJN 664.J.' OF THE SU!JDMSX)N IAAP ACT. THE ffl,/PORN?r' MiN-A/lOUND [A5£),1£M At TH!: r£MRt Y ENO OF El. ffEOONOO ()RM AS SHOWN ON TH( SlHJOMSION .IJN Of" FAHR[N$ PMK ..l4. f11..ID FOR RECORD fN KJLUJI! 56 OF 0r71CIAI.. l'f.ATS AT /'AGES J.f ro .16. 5Ht,LJ. Bf A(JIWDONED BY 11t£ l7UNC OF T'HtS AW'.

o,um r,as~ LMYor HA-12c.f"m} ,.., '-'-~-

,W,1£SC.~ crrr a.£Jn( OF THC crrr or llfRC,[f)

[., RECORDER'S STATEMENT:

""· -2003-Q.B'f FILfD rHIS ___lk-t:1'.,,., or~. woJ ,r..d.Q h«x:>< f " ,. l'OW"' 5f3 Of- Ofr7(~ PL.Ar'S. AT f'AGEs':f.3-=-LJl;._ ,AT r,.,[ fffOUlYT OF !AHRENS PARK. LP

A CAJ..JfOR). "~,,.IIJJi~El)-Pti':W'fER5.HIP.

re, I _\_J:1.·.C,~

~eha1_-TG>nes COU!{TY R:.CORDcR OF 1Jf'K1JJ COUNTY. OL!FORNIA

CITY OF MERCED FINAL MAP NO.~

Q.ob~ I LL. ENGINm ~---

,SS,S,,WT/IJO'!JrY rc------l_~_ C••

--·-· . -PRINTED VOL. ss PAGE --~- SHEET 1 o.

r;ps J(}fi8 (R6) rn v•·11£BA11r,/r ALUM. CAP ST~ "!:PS 1068. RC£ 1.5$14

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BEING A SUBDIVISION OF THE REMAINDER AS SHOWN ON THE FINAL MAP "FAHRENS PARK, UNIT 3A", FILED FOR RECORD ON AUGUST 19, 2002 IN

VOLUME 56 OFFICIAL Pl.A TS, AT PAGES :U THROUGH 38, MERCED COUNTY RECORDS. SITUATE IN SECTION 13, TOWNSHIP 7 SOUTH,

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BASE AND MERIDIAN

CITY OF MERCED, IIIERCED COUNTY, CALIFORNIA

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·@- SET~1K-PKIAG1D•.LS.J7!111.llllfNJIIMEL

F11 ~•'llAJ • ,r KM PK 1"""" f'.LS. .,,,., flSl IH£5S NU1E1J OMJM2:

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~ nt.J/,l"?tl1Jx~IIONFP£1i4Gl:EJL.S.11!115"(1f'1ltHISSNDTED~

.stT .3rf1Z.DJ 2" 2r IRDN PFC fAGal> fl.LS. T/111

1 5£7 .J/41UIJ • 24• - PK "4IJZl> l'.LS. J7!II. AT UN~ IM£SS /01l1J D1IDlW!iE

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~REFDEa

JNS« _,,,. --11.c..Jl. .liEICEZ) WMrr JlllnlmS QP. ml>I( l'lAZS"

OJt an:w. -P.UL flU!L£ urvrr AMJ F~ £ASDENT T .P .£.. 11IEl" 1'IMltN. 6'5iDIJrlJ"

(SFN) ..-MOC. nuc, - - SfT. UNL£SS - on£/rt1lSE -- IFMZ (m>. AS SHJ:lllfQ

..... Pa.a / mD1Hc/l,£ POI.£

llC.. SC1 llffljB$' alNJif. ~ MDNC LDT LIE Olf/lDl/:D~ FRDII~ tmaJ/IIEJIAS1tf'J1Dl.

NOTP.: L I" T.PL LEEM1!D Al.DC .$4N1'MtO A\IIEME

~Lmst.JP-1.:15.

CITr OF MD.CED FINAL JIM NO. S2SO

VOL 5'1 PAGE 4{p SHEET 4 OF 4

OWNER'S n'ATEMENT: lfC THC tMDOIS1CIED, DO ./£REB'J' STA1l' l'HitT WC MIC 11'£ Offf/fEJIS Qt M1K SDIJERJIClll.111lEO/INTrR!'51'UR£CORDN1HC~SPc,MlwOIJNSlillAP AIIJ lif' t:lJN!'iDit' 1D T1£ PRfP~T10N A/ID RfZ»iD41Qw OF '1l1IS. IIM'. .1£ !€RO/Y ~y OffCR FDR DCDICA110N ro THE PtfBLC Felt PUJU: tS( AU PUlll.C U11UT'r £ASDID.IT'S (P.U.£.). 111[£ PUNTllf(; ~ (T.P.E.J. ~ A\I0,46 coums. ,',II) On-IOI PIJBi.JC Puit::£5 MO ~ AS fHOwN lJII 7J.itS f"INAI.. WP

O'tllltER: l'»IRD& PAR/(, LP. A CAiJF'ORNJA UJJIT!D PAlf1IERSI*

1-,S--03 ff)', ,,.Tc

TllUSTff: COIJERQ 81.NK-C'JJFORNIA. .Al CAi.JFORNIA 8AM:l,IC ~

r

~J:./CMY-- ~ ff)' lWi:

NOTARY STATEMENT:

57,1;r or C+li fpt.N:A J ss. CUI.MY (}( 'VJ..14 4 f !

°" ~""4(¥ (~- . wa! BGORE "'· "'. ii'. I.'<,.,,,; ffOT-'i?Y PUil'..JC. PfJlSO~.u APPEME.D S/t:[/rr,v 8· DvJvpt:,;

fi/ PfRSl:N,J,_/_ r KMJwl, ro "' O PRrMD ro JI[ ON rH£: BASlS or SATJSFKTORY E.VltDCE TO 8£ n£ ~) WHOSE NAJIE(S) !S,IM£ ~ 10 1J.E rm.I .fNSTRW,/[M

.AMJ ACJIM7M£DGED ro ME ™4T f.1£/9/E/TNfY aca,ru, TJ£ SAAE" w ~

.wmtJHJZEI) CAPAOT'f(ll:S). ANO ~T 8Y Hr5/H£R/f'i£1R SIGN/lf1'..11£(S} CM TH[ N;71?f./f1Dfl T1if P£RSON(s). GR TH[ O(T[1Y UPON 8£HALF CV rtHClt 1H£ PCRSOl(S) N:1fJ1. £X£CIJ1U) 1"fl/61lllJIICNr.

""lffSSlf'IW,f)

fflN7flJNWE

~--~<¥-: -L_Z_/,_~~

IIYC!'.lllMSSl(WfXl'll/£S I r- 1/l-D" ~r.zu,,:z.

PflJNCIPN. cow,y (}( ll<JSWl'SS PLA ti!.~ f.,,;,oTy

NOTARY STATEMENT:

STAIF a,,$.A I J,., '-'·'· l COONTY o.t-:5e<eA ~ J ll a, ::5.,..,4,. '!! 1 , . ,.,,_3= .c SAui,dv,1a,1", l.l(JW7'r PUBUC. PmsrJNA.UY ,V-Jf'C...Afl:.'7J -:.,i ?,'-1 d ( Altd ~t.f\.

;z; ·~U Kf.lOWN TO It[

::J PRCMD 1't:l Iii! ON TH[ ~ OF' SA.TISFACrORY (Vr()[J.c:£ ro ~ Tk! r"a{S'()N(S) ll'HOSf ~(s) ES/ARE SlJe5CHrBCO ro nfE .,,.. INS11'r)UQl7 4,VO A~XlV TO 41£ T>f,li H!:/S1C/THEY '1(C(.VTfI) THC ~JI: N H!Sfit[R/rHDR' A.WHONCD CA.P,4CITY(l£5). AN{) TH,I.T BY HfS/r1ER/TIO !iGNE:iRE{S) .CW JIL IN'.ilRUl.ll:Nr rHf P€RSCJ:i(S). OR Tk[ [!{fl1Y UPON BO«LF U NHOi TH£ P[f{S(Jf(S) AC1FD. [X£CU!U) TH[ WSTP.'.M(lfl.

>1TN£5SMYIW,f)~~ ~ _,,,,_ Se ... .i,t. N,\.r..._1.;,.., lhCOWIS510NO<PIR£S I -..;l?,-o'i #'1"4-8:>3:t..

- ctJWrY a, susw= S e,, t-A .... illo C,.....11

N' rcn_lJM7,s_.Dr,r; DlClJIBtJr 21. ~w2

FAHllENS PARK [!NIT 4B

BEING A SUBDMSION OF LOT "A" AS Sl9N ON THE FINAL MAP "FAHRENS PARK, UNIT 38", FILEDlflll RECORD ON

J.PR1L '' 2 .. 3 /N VOLUME.£1... OFFx:.. PLATS, AT PAGES 1L THROUGJ'l .tl, MERCED C~ RECORDS,

SITUATE IN SECnOAI 13, TOWNSHIP 1 SS1I. RANGE 13 EAST. ltlOUNf DIA8LO BASE AIIIJ IIERIO/AN

CITY OF MERCED, MERCED COUNTY, CAllfRIRNIA

O'Dell Engineering 1165 SCENIC DRIVE. MODESJT!J. CALIFORNIA

59

' '),

'Ji.

~ 'f}> STIE

!:ii 5 ~ ~ =

01.!VE ·=· ·z

VICINITY MAP

OMI1TED SIGN),TURES:

FUlSUANT' 10 SEt7lW 6"18 'JF" DE SUllMS1CW WiP ACT ll-E'2/IIIJATURES OF TH{ Frnt.JWfNC NTfRES1 Ha..lJERS OT R£CIJRD H4 ',f' BllN DW1TE1l:

1 £ASDJDtr FCII El£C1RC r~ UN£S. UC ~r&SAN ~ LICHT AND POWCR COPPOP.AnoN R£CORlJfJJ, Gr OfFK:IAL Rl.rtJRDS.· .IANlJARY l. t!'J29, lJODK ..2!l=.AT PAC[ 23'

z. NON-£:Xa.VSM £.4SDIENT FOR ffRKT1.JN.. Rt<RT. POttf1l ,,,.PRIYUCC ro ovmnow. noao N.i SVBMDlGE lAN/1 ~ APPV1fTDWIC£5 TH£R£TO l?Xi[7llll".Mh' RIGHT DF fNGR£SS ANO £Gflf5S.. GRANTr.D JV 11£ arY OF JERCED. RFClJRDED: JIAROI .2Q. ... IN 800X 2161. PAC[ 691, OfTJCW. ~ECDROS.

.I EASDl£NT, ND N:1D£l(TS rH£R£10, FOR Fl.c»tTNG AND IWUl&,fAS[X[M GRANrED TO art OF UfRCEO. R£CORDfD. QF OfTON.. Rf"Cr)RDS.: ALY 19. 1989. SOOK 2P.ll.PAGE J5l.

.f A~i?OY EASDlfNT IN FAIOR OF art Of ltlERC£D, ffS ~ MD IASSfGNS FOR TH[ USE NfO

SCHUTT OF 1Hf. aTY CT UER':::£0. TH£ PUBLIC AND T1-'E LMl£.-STAT!"S Of" A.llf!UCA, APPURTVVcNl TO CASTl.£ Alli FrJRCf £kSt (I}R TH! PASSAGf" OF All IIIRAm".-U: CMJ.Wi .AJRCJW7 JN AU AJRSPK[ A8!M" '/1E HlR£M .llaa!;!E) PR0P£mr rac£T)./[R tffTk 'Tlil!llltSHT 10 CAUSE IN ALL .AJR 5A'.C£ A.001-f SAID PROPfMY SlX:H la."£. l,,f&l?AJJON. FUJES. DUST, R.El~ NI() AU Om& fFFfCTS ~r W.Y /1£ CN/S{I) /11 THC OPE.MOON OF A/RC1WT WO/fl; t/lC.Olt TN<IM:; Off FROl,I OR OP[RArlNG AT OR ON SW CASTLE AM F'JHCE 8'.S(. IOCCDRD£D MY 1.i. "'SIJ/#". IN ...UL 1157. PAGE J!iS. ~ COUiTY RECORDS.

i £ASDiCJl1 FOR FOii THE HJRPOS( OF Ft(:)00 £A$DllNT AS,f/lfUl£D FOR" Da)ICA11~ 0,,, J7,.f£ ~a MAP FOR R,(.B. fJVSX CLWAW'"': R£CORD[J) APfa. Z. 1979 "'JIB' ..I9 OF PARcrl. -~ PAGE.S '6 MD 47. <YFICN.. R£roRlJS OF IIEJCED COONTY »If) 1)/f ,w«:fz_ 111/#'RJR R.c.B. JIJ5K COI.IP,W'r, fiCCOJl!)[[) OCTOBER 10. 191J(} N flCIJK 4J f¥ AUlal .&...S,S. FkCfS ~5 AND 4&, Oll1l:W.. a!rJRDS' OF ll[RC(D CDI.JWTY.

SURVEYOR'S n'ATEMENT:

lHS IIN' JIG Pfl£PNl£D Br MC GR I.NDCR IK DiRCCTOt AMJ IS 8ASE1J UPON A fllD SIMEY • ctJl#lJllltllll wtrH 11'£ R£OlJRDl£NTS OF THC SlJEDMSCW 1/tilP M..Y .... («* DRl»IMlt::C AT~ RfCll,ffT OF FAHREJ& PARt(. LP. A~ LM8 ~ IJ# ~ f, zooz. 1 H9DflY STA1r n-.i7 nlK F1ltW. UAP ~y ~ 1D TH£ ct)NOIJ'JONN..LY APPROvED TDITA'M' "1t!J. t RffElt SZU£ rH4T" M.L THC IIONUtlCNTS 5H()tl'1I IERfIJli MlL Bl or T1£ ~ MD DCl:11"( TIE POStT10NS IMle.tllD 8CFOR£ S4.V S1JBCMS10N ....aDnS MIE ACC£1'1[D 8Y D-£" an' OF IIERC£tJ. AND -,,.,.r SW ~ a.t BE swnoDlr l'O tNAaI ms ~ TO B£ RFT1&ICClJ.

"""' IM<ta.oo' er~ ·¥"

:D,\l .. ~ ~l'.LS.7788

taJ6£. £JlPflOJlN DA1f : O{CfJIBER J1, ZOOS

CFiT ENGINEER'S STATEMENT. r IDE1lt' suir lHIT I HIIVf" €XWWCD THIS FINN. WP OF i»fR'[NS PNlK UNTr 49• M8 SWl" 1HA1 THC ~ SHO,..,., HERCDN IS SUBSTAN1w..J. Y M SAJ,,lf AS ff APR:,\liED {W 1),£ 1I:NTA1M' MAP. AN/J Nh' APPROf£]) ALT'ERAr(WS ~. ~TAU. PJiDlll!5ilOVS lY '1£ SUJlJMSlON /IIAP ~T NII} N<'t' LOC,,I,£ 0Rl)if'4ANC[S APPl(:ABL£" AT 1H£. 11111( OF N'f'RO'M. OF 1ffE TDflA1M" IMP H4'Vf" BEEN CQl,fPLJ[l} Wfffl. AND I Ml SGlwD »MT 1HtS I/AP JS TRHNICALLY CORRECT.

d) a.. . -l.l<ll]) IJcS <f' 7 --;i' OF ~/'.<,' , ,oo_}

LAd_L, _ AtcL-LMl40 '1U:KER" R.c.£ fa5-U £XP IVN£. JC}, .?005 =-CIIT CLERK'S ffATEMENT:

t .-ES:.:_ ~ CITY ct.lRJ( OF THE CfTY OF /JCRC£/J. STAT!" OF CAUFPl?NIA. DO HEJICllf ST.all" ffiA! AT 7H£ Rl1,tMR II~ ~~ C(},.JNCIL OF THf CITY Of"

:m1~ :!O:: ~ru;,~:rs~:: :S~~a<J3 JD:EP1'£D at BEHAd U 1kl Pu8Uc Foll PfJ8UC ust. SUBJ£ct to ~1!Sl'ACTOR"r' CDltftI11altTN.1.~ 1HfOFHR0FDEf).ICAT'ION OFAU PUIJLJC~ .-.-llllS IP.UC.l l7!ff PUNTIJIG EJSEIIENTS (r.P.£l IJl!llfi A"111Jn COOR1!. AM) (J1JBl IUf.£ Pf.ACES »IJ DEDICA110NS AS SHOWN ON TJIJS nw U4P .

1rr ~ OO!DMS~ lKYIY~.=3

~cc .Ml6S:I:.~ arr QDlK. CF r71C arr OF llfRCED

~/

RECORDER'S STATEMENT:

/-ti, rr7 ,m.-200)-rJ).'WJ.. FUD -~DAY DF!!.!!!J_., 100; ,dO.:. t{C>C>< fl., N VOt.Ull[.s!l

CY lF110Al Pl.ATS. AT PAQ;;/..:::...5:._, Ar T11E RfQtlCTT Or FM!?[NS PM'K.

A CAFORUI. Lanr[JJ 'if"NERSHIP.

<EE f /(..o"p=X-

eLJ!qA~ CtUITT HRXJRDiR or lllRCEJ) CDH!'I. C.,,U:DRNIA

CITY OF MERCED FINAL MAP NO. .5"2." o

VOL59 PAGE

~dJ~ ASSISTAN1/[)£PUTY R£CORO€R

(J UELL ENGi ~IEE P r-·- ----- -

PRINTED

SHEET 1 OF

GPS t0ti6 (1¥) -- --.._ f1J. 5/1" RUIAR W/ r,.,. if ;--FD. r U'. ""11 IIIISS' CAP 'TAQ;EJJ Al.Lill. CAI' ST.A.IIF!D ,." P.LS. "1l8 II ..::W. t1!U. 2£,W n_

CENTC.'lllttf' OF l'05fM'JT A~ .ANIJ '101ffH LIE OF SCCTION r..1· --YOSEMITE A VENUE

51/Jd&l"fil)(IUJ 51M..ff"(RJ~f1HXRS) • 6!T1'"4f [ I :~ : rna~t~ ! 5£C !/ ,f- SEC 12

toS ,osa· RCE 15114. f ," CtS1' or S!t'7Dt ctJ1110 PEii (la)

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1FaL::.oRA@" 1URNAROUND £AS.:."11£WTS ro S£ DBJK:Arm

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wm-1 THIS lrilAP. '1

-~ ,._11,{,.rt

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,p-"

BUENA VISTA DRIVE

'41fBOr_tAr-,!1J;WG ~ZT. }002

ro. r r/Z• LP .. NO TAC. N.£ CORNEii OF m:. tJ (R!,).-,\

SEC. le ~-==-~/' SEC. /3 ~-----rr-,-,-

I I I I - I - I~, I -,,,,..,..,._

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LINE TABLE


Bl!INO A SlT8Dll'lSION OP LOT "A" .AS SHOWN ON THB PINAL NAP '7'.AiaJDIS l'AL&'; UNIT Jr, FILED JIOlt. lt.BCOlt.D ON

APltlL I( 2IJIJJ IN VOLUJLJJ SI OFFICIAL PLUJ, AT PAGP.J 4J 11aOUGH ~ MBRCBD COUNTY It.ECO~

mTJATJ! IN SBCFION L\ 1rJWNSHIP 1 SOUI'H, RANOE IJ EAST, MOUNT DIAJILO BASE AND MBRIDIAN

CJTY OP MERCED, JIER.CBD COUNTY. CALIFORNIA


SUBDIVISION SUMMARY fDC A SCIDMSID¥ or ,,f_JOr ACRB INTO M LOTS.

REFERENCES : (II) - JU OtSTAN:£5 ARE llfASl.lRW THl5 SURYFr. UM.flS 011-fffMrSE MJTED.

{1tt) - 114" OI F"AHR£NS AARK UNIT .M. ~ 5' OF ~ RA~ AT fMGf"S J,f mROIJGH J& 11.C.ll

(R:2} - MAP aF tAHIIENS PARr< IJNfr ""' K1W1E 56 OF Ql1D4L PJ.A~ AT PMClS 4J THROl.)GH 4-d, fl.CR.

(IOJ - M.tC!l JIN' FOR ltC.B. BVSK a:»,IPANY ~ -0 OF PMC£l Wl's. AT PACCS .f~ AND 46. W. C.R.

(TU) - AiAC!l. MAP FDR R.C.B. BUSK COIIF'NH ~,, OF PA/iCa MAPS. AT PN;;a 46 Ni() 47. IJ.C.R.

(11!5), - Rl'CtJRD Dr 5U'MY f'1JR R.U COIG'ANY g]O< 16 OF ~. AT PAGE'S 4.J AMJ .U, II.CR.

('¥) - /IS:t:1RD OF SUNCY FOR 't:Ps" $VR\l(Y CONmQf.. M,TK0Rfr9 W THf art OF IIUlC£D GlaE' 27 OF ~ 111 PN:iES 4J THROUGH "d II C.ll.

(Jl7J - ltttW' OF FAH/ICNS PMI< I.HT 2. PKtSf f, KUl.lE 52 OF OF11CJA/.. PIA15. AT PAGE:5 U THJlOUCH 19. 1/..C.R.

(Ra) - IIIIP aF FMRCNS PIIRK UNIT JS. IG.LME 5a OF ~ PLA~ AT P,tCfl U ~ I!, 11.c.R.

LEGEND: - ~ 80IJNDARY LJJl1TS.

~ Fil r N.IMNIJII CAI' SOOIP!D ==· wm, OP< IIOMJAID(1 NUIIBER (RSJ

-G}- FD. ..V472Jl) • 2,· IROlt PIP£ TA&CEIJ P'.LS. 1788 (R2) LNfiS llt1IEI) 011CRWfSC.

-@----- SET J/.fTLD.) • 2,· RON PIPC l'ACC£D P.LS. 7758

-•- FfJ. ..V'7Ul) r 2,r IRON PtPC TAG;(]) l..S. TlM (Rf). UMESS NCNfD untERWfSE.

-&-- ID. .V.,-1lll) • 2,1· tRCN PIP£ TN:iCUJ L.S. ~ (R 1). UM£SS N07r]) OTHERWISC..

--e- ID. :sj17'ill} • 24• IRON PtP£ TAtiG£1J P.J...S. T75a (Ra). UM.£SS HO'TUJ 0TH0nrrS£.

--o-- SIT ~"'TLDJ • 2r IRON PfPf rAOOED PLS. llM

--.- 5IT ,¥4''TLD,} • 2f. IRON PfPE TltX£D P.1..S. ll8/l, AT W, CORNlJlS lN£SS N()ITT} OTHERWfSf

® CUffl£ llfFER£NC£ M.JIJBER

(UIJ 1115111t'lllAMrn7> l.P. ,ow 1¥(

11.1:;.L ll£RCED COUNTY RECOR()$

ap tJ11DAl Pt.A TS P-U.L PfJS.JC Ufll.flY AND FA:.llJTfB [AS£JIDIT

T.PL '1iH" PfANT1M; E.ASHIE}.fl

NOTE: '· 6' T.PL IEREl1Y OfllfCl,TfD At.ONG

SilW Stll£0¥ CDfRT NK> CDmNr/..A. COURT ,40IIZ5S LCTT'S 20fl-124.

CITY OF MERCED FINAL MAP NQ 5260

VOL S't PAGE 5?{. SJ£ET 2 Of

NOTE: ,_ r r,L H£R£!II' ~7[D AU»,(;

SW 5ZWEIW COVlfr AMJ CfN1Jll£LA c»'8lf ACRDSS" uns ~22,.

LINE TABLE

IE I:::: I El

'83 - - - ~~·~~ - \_\~:=»,

-;- :le

34

185

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/85 'ii,; • 22()

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.

192

oi • '6 ""~ I_, ,,

,P,,J,,Oir,1- ..

212

,,5:££ tcrAL ').• f,' Sli£CT Z OF S

;' ·Etl'l < , •• ~-;io-- (l'l __ i;.!-, ~,,o9·1&' E

-_ :Ii;·'~ /_./~oO-~'


BE/NO A SV.BDIYISION OF LOT •,4• AS SHOWN ON THlJ nNAL MAP "FA.HRENS P~ UNIT JB'; FILED l'Olt. /U!COlt.D ON

APRIL 16, 20(JJ IN YOLUMB SI OFFICLtL PL.413; AT PAOBS IJ TH.ROUGH a, MBRCl!D COUNTY RBCORDS,

SITUATB IN SBCTION ~ TOWNSJIU 1 SOUTH, RANOB 11 BAST, MOUNT D/AIILO BASE AND MERIDIAN

i_

~'

~~

CITY OP MERCED. MBRCBD COUNTY, CALIFORNIA

0 1Dell Engineering 1165 SCENIC DRIVE. MODESTO, CALIFORNIA

SUBDIVISION SUMMARY BErNG A SUBDMSION OF 14 . .Jlr.f ACRfS INW 66 LOIT

BASIS OF BEARINGS THE 9£ARJNC OF SOUTH 58'15.J6" lll!ST' FOR mf SOlJT'J-IEA5Tf1a't' BOUNDARY UN[ Dr LOT ~ • AS SHOWN ON Tk£ l1NN. MAP c,.r' fAHR~NS PAkK LNff JS FILED IT)R R£tXJRl) N QVME ,a OF CFnCW. Pl,,11$, AT f>i(Cf"S 4J-f8. MfJtC£]} c:otJl(TY R£CORDS. IMS USED "'5 TH[ Bil9'S OF ALL 8£.NffNCS SHOWN ON THIS MAP.

REFERENCES: (M) - .AU. OISTANCES ARE Al£ASlJR£D TIE 51.Ni'\,fY. Uffl.nS OTHERWISE NOT[D.

{RI} - Wi.P or F.AHRENS PARK I.JNtr ~ QUME 56 OF OFF1CW. Pr.ATS. ,ff PACIT J.4 rHROU....l"I .J8. 11.C R.

(R2) - UA/' Of F»1R£NS PA!lf( UWfT CA. nu.II£ 56 or OFT1CJAL Pl.A~ AT PACES 4J n-lROID1 46. JJ...C.R.

(RJ) - AARt'.:O. JIAP FOR R.Ca 8tJS1< COIJPANY 'IOLU/11( -0 or PARCEL W11PS, A 7 PA&CS -45 ,IJV[) 46, Iii CR.

(R4) - PARClJ.. w.P roR R.C.8. 8tJsK C'OIJPAN'f ~tall" J? Of PMCU. Jllll"S. A.T P~ -'6 N([) 41, ltf.CR.

(R:5) - IICCORD OF roffv'l'Y mil lf.C.B. COMPANY fJOOK ,B OF SVl"ftl'O'S. 141 PN;£S 4.J NIU f.4. 11.C.R.

(115) - 1/arJRD OF SIJfMY fOR 11'5 SlNM'Y mmitX N£T'MJRK' IN THE CITl' OF IICRC£D IQ.lN£ 27 or StlM'l's. AT PAGB 4J T1-IROLJQ,,I '8. II.CR

(Rl) - JIAP OF FAHRENS PARK WT 2. Pf"5£ r. la.UM( 52 or an:,cJAJ. PlATS. AT PA&ES U T1fROllGH 4!1. llC.R.

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CIIT OF MBRCBD, M1!ItCBD COUN1T, CAJ.IFORNIA

O'Dell Engineering 1165 SCENIC DRIVE. MODESTO. CAUFORNIA

SUBDIVISION SUMMARY BOC A 5Z.a:MSlt;w OF 14 . .JO:t ACR!S IN1rJ M LOt.s".

BASIS OF BEARINGS 11£ ~ Of" SOUTH 56TS"J6. waT (Of? THE s~r fJ(){JN(JARr' I..IIE OF UJI lo. AS SHaWN ON THE. FINAL JIAP OF FAHRENS PARK I.NJ" JII Fl.ED FDR RCcam IN Ql)JIE 56 OF OITJCJAL Cit.ATS. AT BaS f.J--44 IIERCCD ca.JN1Y ff£COR!JS. *'4S ust!J AS n-t£ tJll5IS. OF AU 8EAR1M;S 'SHOWN ON THIS UAP.

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{R!liJ - IIEa:RD DF Sl4'MY fOR 'tPS SUR',fY CONTFIOl ~ IN TkC CtrY C1tF IIERCED IQ.lAIC 27 OF 5U1YO'S. AT PAGES '-J T'HROVC#I 48. .tf.C.R.

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SITUATB IN SECrION ~ TOWNSHIP 1 SOUTH, RANGE /J EAST. MOUNT DIABLO IIASB A.ND MERIDIAN

CilT OF MERCED, MERCED COUNTY, CALIFORNIA

O'Dell Engineering 1165 SC[N!C DRIVE, MOD[STO, CALIFORNIA

SUBDIVISION SUMMARY BCWC A $tlliO'H$OV (T H...Jtli ACR£S fHT'O 66 LOT.S.

BASIS OF BEARINGS 1H£ lEARfNG OF soun, S6"15'J6• lffST fVR 11fC SOUT"f!.ASTF~Y BDUNo«r UN! Of' LOr A. AS' S'Ht1IIN ON DIE. FINAL UAP Of" l'Ar<;gN'!i PARK Ul#T J8 FUI/J F1JR R£C0RD fN \oQ.UMr 56 OF OFTICIA:. P!.,lil"S. .tr PMGB .f~ M[RC[J) COUNTY R'ECORDS. WAS VS[V AS TU( 5'SIS OF ALL 8£.ARINCS SHOWN ON 1'HJS jjq.

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CITY OF MERCED FINAL MAP NO. 5Il2

VOL PAGE SfEET 4 OF

OWNER'S STATEMENT:

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IN VOLUME __ 01&:lAL PUTS, AT PAGES_ THROUGH -MERCED COUNTY R~ ANDA PORTION OF PARCEL I AS FILED

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MOUNTIIIIULO BASE AND MERIDIAN

CITY OF MERCED, MER<BCOUNTY, CALIFORNIA

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CITY ENGINEER'S STATEMENT:

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DATED rktS OU' CT ---- . 200J

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CITY CLERK'S STATEMENT:

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FDR It.ECORD AT INSTRUMENT NUMBER 1002-000SJOJ, MCR. SI1VATE IN SECTION /J, TO'KNSHIP 7 SOUTH, RANGE JJ BAST,

JIOUNT DIABLO BASE AND MERIDIAN

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SUBDIVISION SUMMARY 8EJNC A Stl!iDKSOY OF 12..51:t ACRES MD 66 LOTS NiD LOT .. .._"

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BEING A SUBDIVISION OF LOT "C" AS SHOWN ON THE FINAL MAP "FAHRENS PARK. UNIT JB~ FILED FOR RECORD ON _____ _

IN VOLUME_ OFFICIAL PL.A.TS, AT PAGES_ THROUGH_ MERCED COUNTY RECORDS, .AND .A PORTION OF PARCEL J AS FILED

FOR RECORD .AT INSTRUMENT NUMlJER 2002·0IJOSJOJ, M.c.Jl.

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SITUATE IN SECTION JJ, TOWNSHIP 1 SOUTH, RA.NOE /J BAST, MOUNT DUBLO lJASE AND MERIDIAN



SUBDIVISION SUMMARY EElNC A Sl&l\tSICW OF 12.'7:k .N::RES INTO 66 LOTS AND WT -A:

REFERENCES : (II) - .AU DISTANCCS ARf Ut.ASURED THIS 5tm£Y. UM.ES5 OmtRWISE NOTf!J

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VOL. PAGE SfEET 4 OF 4

ASSESSOR PLAT MAPS

-NOTE- "'.,W?Z'r ,-· .. ll2"ll'Jn ,,,.'"' N ~ SEC.13,T.7S.,R.13E.,M.D.B.8M. Tax Rate Area 5-05 5-151 u.. .. ,,,. l•l'1.lr R- -,re 1163' 5-111

58-02 This map is for Asses.sment P'-'tPD se5 only, If is not tc be cons1rued as pcttraying le9ol owne,shii:, o, divisions or land for purposes of zoninlJ or s11bdivision law.

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Assessor-'s Map Bk. 58 -Pg.02 County of Merced ,Calif.

IQ7Q

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it,._ Fahrens Park Unit 3A, R.N. Val.~ eJl.3.f Hi 12-fH! Fahrens Park Unit 4.4, R.N. Vol.:x., Pfl,43

NOT?-4-r', Sb* ,.,... SIOWI n Elli,,,,, __.... Frscel Nutn/Mtl f1ltawl " C/rdN

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Aesrsscr's Map Bk. ~ - Fg.02 County of Merc:ed,rAlif.

1979

-NOTE-

This emp is for AssessMent pur-poses only. It Is not to be construed as portraying legal ownership or divisions of land for purposes of zoning or subdivision law.

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Fahren5 Park Unit 2 Phase t R.H. Vol.52, Pg.44

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l l

Assessor's Map Bk.58-Pg.3~ County of Merced, Calif.

2000

-NOTE-This l'IQP Is For Assessrt1mt purposes only. It Is not to Joe c:onstruecl as portraying ll'gal ownl'rshlp or cllvlslons of land for purposes of zoning or sukldlvlslon lnW',

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Fahrens Park Unit 2 Phase 2, R.H. Vol ... n,

PDR. N 112 SEC.13, T.7S.,R.13E., H.D,B.&H,

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Assessor's Map Bk.58-Pg.40 County oF Herced, Ca.l/F.

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Fahrens Park Unit 3A, R.H. Vol.56, Pg.34

NDTE-Assessor's Block Nul'lbers Shown In EIUpses ,Assessor's Po.reel N1Ners Shown In Circles

Assessor's Map Bk.58-Pg.41 County of MercedJ Calif.

2002

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t ,y

Assessor's Map Bl<. 58-Pg. 42 County of Merced., Calif.

2002

JT[-

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,Assessor's P11rce\ Nul'!bers Shown In Circles

Tax Rate frea 005-125 58-43

! lr

Assessor's Map Bk.5B-4='g. 43 County of Merced, Calif,

2002

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1. N00"45'1rv moo· i'. N51 '59'0e'II i?4.09' 3. N44'1H3'£ 15,56' 4. 1145'45'17'11 15.56'

Fahrens Park Unit 3B, R.H. Vol. 581 Pg.43

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NOTE -Assessor's Block Nul'!bers Shown In Ellipses Assess~r's Plll'cel Nul'lbers Shown In Circles

Assessor's Map Bk. 58 Pg. 44 County of' Merced, Calif.

2003

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Th!s Mn.p !s f'or AssesSi'h?r"tt purposes only. [t Is not to be construed 11s portro.y!ng .egal owne>rshlp or divisions of land for :,1.,,1rposes of zoning or subdivision la.w.

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2003

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COMPARABLE LAND SALES DATA

BULK FINISHED LOT SALE NO. 1

Property Address/Location City, County Project Name I Plan Area Assessor Parcel Numbers Sale Price I Terms

Adjusted Sale Price Grantee I Granter

Sale Date Recording Date I Instrument Marketing Time Number of Lots Typical Lot Size Price Per Lot

MILNES RD

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South side of Hwy 132 in eastern Waterford Waterford, Stanislaus River Point N/A $9, 133,696 I Cash to seller ($5,293,696 cash in land price plus $3,840,000 to complete the lots) $9, 133,696 River Pointe Ltd Ptnrs (Kimball Hill) I Grupe Investment Co. September 2003 December 23, 2003 I Doc# 215399 months 128 lots 6,000 sf $71,357

Comments The sale is based upon a $40,000 price per paper lot, plus $25,000 per lot for several that front on the Tuolumne River, plus an additional $30,000 per lot for improvements. The above transfer has occurred despite the fact that the lots remain unfinished. The buyer will pay seller monthly progress payments as the lots are completed. River Pointe is a 336-lot, highly landscaped new subdivision with gated entrances, open spaces and river influence. Additional lots in this subdivision are pending to a different merchant builder at a similar price. Kimball Hill, the other merchant builder and the seller will all three be building and selling homes when the project is finished in mid 2004. Confirmation: Seller (executed contract)


\

Property Address/Location

City, County Project Name I Plan Area Assessor Parcel Numbers Sale Price I Terms Adjusted Sale Price Grantee I Grantor

Sale Date

. - ·~---

Recording Date I Instrument Marketing Time Number of Lots Typical Lot Size Price Per Lot

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East side of Hwy 33 south of Jensen Road in northern Newman Newman, Stanislaus Hearthstone Ranch N/A $7 ,665,000 I Cash to seller $7,665,000 K. Hovnanian Forecast Homes Inc. I SCM Hearthstone September 2003 Pending Sale unknown 105 lots 7 ,000 sf $73,000

Comments The sale will transact when the lots are completed by the seller. Additional lots in this subdivision are pending to a different merchant builder at the same price. Forecast, the other merchant builder and the seller will all three be building and selling homes when the project is finished in early 2004. Confirmation: Seller (executed contract)


I ---1---~-- --· __ , ___ .• •. --


City, County Project Name I Plan Area Assessor Parcel Numbers Sale Price I Terms Adjusted Sale Price Grantee I Granter

Sale Date Recording Date I Instrument

Marketing Time Number of Lots Typical Lot Size Price Per Lot

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North of Broadway, east of Shaffer Rd in south-central Atwater Atwater, Merced Silva Ranch 004-11 0-039 $9,000,000 I Cash in three takedowns $9,000,000 K. Hovnanian Forecast Homes Inc. I Steiner Development Inc. August 2003 December 9, 2003 I Doc# 03-0811 46 (first takedown) unknown 150 lots in 3 takedowns 6,000 sf avg $60,000

Comments The sale is to transact in 3 takedowns of 59, 63 and 28 lots, timed no more than 60 days apart. All 150 lots are priced at $60,000. Builder's proposed product line is from 1466 to 2172 square feet. The project has a mobile home park adjacent east. Mixed commercial uses are to the west, with SFRs north and south. Hwy 99 is also just south. The deed reflects 59 lots transferred in the 1st takedown, but the transfer tax only reflects $30,000 per unit. The $60,000 price was, however, confirmed with both buyer and seller. Confirmation: Seller, buyer, recorder

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BULK PAPER LOT SALE NO. 4

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Property Address/Location North side of Walnut Avenue, east of Almond Glen, in the northern portion of Livingston, CA

Project Name Liberty Square Assessor's Parcel Number 047-120-030 Sale Price I Terms $2, 128,000 I Cash to seller

$151,200 I assignment fee Adjusted Sale Price $2,279,200 total paid by buyer Grantee I Granter Golden State Investments I C&H Corp Contract Date August 2003 Recording Date/ Instrument September 5, 2003 I 03-057016 Marketing Time unknown Number of Lots I Acres 56 Lots I unknown Density N/A Minimum Lot Size 6,000sf Price Per Lot $40, 700 Development Cost Estimate $18,000 per lot Status at Sale Approved Tentative Map Comments The seller was in contract to a different merchant builder at $38,000 per lot. For a fee of $2, 700 per lot, the other builder assigned the contract to the buyer. The buyer thus paid $40, 700 per lot. Transfer tax was not disclosed. The price was confirmed with the buyer and middle merchant builder (assignor). Costs were confirmed with the buyer. Confirmation Buyer, assignor, recorder


I :

Property Address/Location City, County Project Name I Plan Area Assessor Parcel Numbers

Sale Price I Terms

Adjusted Sale Price Grantee I Grantor Sale Date Recording Date / Instrument

Marketing Time Number of Lots Typical Lot Size· Price Per Lot

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North side of Gerard Avenue at Starlight Ave Merced, Merced Starlight Estates 061-501-01 thru04, 08, 14, 17, 21 & 23, 061-502-07, 09, 15 thru 17, 061-503-08, 09, 16, 18, and 061-260-84 $4, 185,000 I Cash to seller ( P 1 take down of 18 lots at $52,055 2nd and 3rd takedowns at $45 I 111) $4, 185,000 S & N Builders I Norman Rolfe June 2003 June 30, 2003 I Doc# 41263 (1st Tkdwn) 2nd takedown reportedly closed but does not show in MetroScan or ParcelOuest 3rd takedown is scheduled for 2/1 /04 unknown 90 lots 4,500 sf $46,500

Comments The sale involved 18 finished lots at $52,055 per lot ($936,990) plus two takedowns of 36 lots at $45, 111, for an average price of $46,500 per lot in three takedowns. The builder is selling homes from 1,240 to 1,645 square feet. Confirmation: Buyer


--------~- -·--···


Project Name Assessor's Parcel Number Sale Price I Terms Adjusted Sale Price Grantee I Grantor

Contract Date Recording Date I Instrument Marketing Time Number of Lots I Acres Density Minimum Lot Size Price Per Lot Development Cost Estimate Status at Sale Comments

Confirmation

•,/ - - - - ........ _ ( ·

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North of Yosemite Avenue east between Hwy 59 and "R" Street in the northern portion of Merced, CA Compass Pointe N/A $5,600,000 I Cash to seller $5,600,000 Golden State lnvs Corp. Heritage Homes LLC April 2003 July 21, 2003 I 03-045073 Months 160 Lots I 35 .92 Acres 4.45 Dwelling Units per acre 5,000sf $35,000 $22,500 per lot Approved Tentative Map This property is part of a 293 lot approved map with seller to develop and build-out the remainder. 41 lots are on the east side of El Redondo Drive, 119 lots are to the east, all are just north of a highvoltage powerline and south of Lehigh Dr. Seller, buyer, recorder


I


Project Name Assessor's Parcel Number Sale Price I Terms Adjusted Sale Price Grantee I Grantor Contract Date Recording Date / Instrument Marketing Time Number of Lots I Acres Density Minimum Lot Size Price Per Lot Development Cost Estimate Status at Sale Comments

Confirmation

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North of Yosemite Avenue east between Hwy 59 and "R" Street in the northern portion of Merced, CA Compass Pointe N/A $2,010,000 I Cash to seller $2,010,000 Fahrens Creek One LLC (Bennett) I Bruno May 2003 October 21, 2003 I 03-067929 Months 67 Lots I 13. 19 acres 5.08 units per acre 6,000sf $30,000 $26,500 per lot Approved Final Map This property is part of a larger subdivision. The lots are located southwest of El Redondo Drive and Pacific Drive, with a high-voltage powerline immediately to the north. Transfer tax is not disclosed, price confirmed with broker. Broker (John Eppers}, recorder


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City, County Project Name I Plan Area Assessor Parcel Numbers Sale Price I Terms Adjusted Sale Price Grantee I Granter Sale Date Recording Date I Instrument Marketing Time Number of Lots Typical Lot Size Price Per Lot Comments

Confirmation:

South side of Sylvan Avenue, west or Claus Road Modesto, Stanislaus Village Highlands Nos. 7 & 8 I Village One 085-01-27 & portion of 085-01-70 $4,04 7 ,000 I Cash $4,047,000 Nova Development I Heritage Homes October 2002 January 3, 2003 I Doc# 659 unknown 57 lots 7, 718 sf avg $71,000 Some lots will back to an existing dog kennel, and some will back to either Sylvan Avenue or a future re-aligned Claus Road. All three neighboring uses are less than ideal, but are buffered by masonry walls.

Seller and Broker

ENGAGEMENT LETTER

January 6, 2004

Mr. Robert M. Haight Attorney at Law 5435 Scotts Valley Drive, Ste. D Scotts Valley, CA 95066

Re: Summary Report of a Complete Appraisal Portions of Fahrens Park Subdivision Merced, Merced County, CA

Dear Mr. Haight,

Sierra Valuation Consultants Real Estate Appraisal and Analysis 1300 Tenth Street, Suite G Modesto, CA 95354 (209) 569-0450 I 569-0451 fax www.sierravaluation.com

This letter will confirm our conversation and verbal agreement regarding the appraisal of the above referenced property. The purpose of the appraisal will be to develop an opinion of the As Is market value of the subject property, in fee simple estate.

The intended client and sole intended user of the analyses and value opinions of the subject property will be the City of Merced and Mr. Robert M. Haight, Attorney At Law. The function of the appraisal will be to aid the client in refinancing an assessment district that provides funding for specific infrastructure improvements.

The scope of work will consist of a complete appraisal of the subject property presented in a summary report format. The appraisal and report will be prepared in conformance with the Uniform Standards of Professional Appraisal Practice, the Code of Ethics and Standards of Professional Practice of the Appraisal Institute, and all applicable state and federal laws.

The finished report will be delivered to you at the above address via overnight delivery on or before January 20, 2004, assuming timely receipt of all necessary information as will be requested during the performance of the assignment. Please realize that this is our best estimate of delivery date and may be subject to change because of conditions beyond our control. The fee is also subject to modification and/or change, by mutual agreement, should you require changes to the assignment described herein.

The fee for appraisal services will be $7,000. You will be provided two copies of the appraisal report. Additional copies are available for an administrative cost.


Mr. Robert M. Haight January 6, 2004 Page two of two

The fee quoted above is for the appraisal and report only, and does not include consultation, court preparation and/or testimony. Court preparation and consultation times are billed at the rate of $250 per hour, with a daily minimum of $500. These fees are subject to increase after six months from the date of this agreement. You may also be billed for direct expenses incurred for outside services that may be deemed necessary, but you would be consulted prior to any expenditure for any such items.

It is mutually agreed that our acceptance of this assignment is not contingent upon any predetermined conclusions of value or marketability. Should the assignment be terminated, you agree to pay for time and costs incurred prior to receipt of written notice of cancellation.

The final appraisal report will contain numerous assumptions and limiting conditions that are requisite to the conclusions reached and presented therein. The general assumptions and limiting conditions are attached hereto, and made a part hereof for all purposes. Your signature below acknowledges that you have read, understood, and agreed to these assumptions.

In addition to these general assumptions, there will likely be additional extraordinary and/or hypothetical assumptions contained in the report that are specific to the subject property and/or assignment. With regard to these latter assumptions, your signature below acknowledges that unless we have been notified in writing within five days of receipt of the reports, you accept the assumptions as stated therein.

If the foregoing is agreeable, please sign where indicated below and fax back the signature page of this engagement letter to Sierra Valuation Consultants at (209) 569-0451. We look forward to working with you on this assignment. Please feel free to call if you have any questions.

By:

Mr. Robert M. Haight Attorney at Law Municipal bond Council for The City of Merced

Date

Sierra Valuation Consultants Modesto, CA

Date J

GENERAL ASSUMPTIONS AND LIMITING CONDITIONS

1 . Disclosure of the contents of the appraisal report is governed by the bylaws and regulations of the Appraisal Institute.

2. Possession of this report, or a copy thereof, does not carry with it the right of publication.

3. Neither all nor any part of the contents of this report (including any conclusions as to value, the identity of the appraiser, the firm with which the appraiser is connected, or the professional organization of which the appraiser is a member) shall be disseminated to the public through advertising, public relations, news, sales, or other media without the prior written consent and approval of the appraiser.

4. The appraiser, by reason of this appraisal, is not required to give further consultation or testimony or to be in attendance in court with reference to the property in question, unless previous arrangements have been made.

5. Any allocation of the total valuation in this report between land and improvements applies only under the stated program of utilization. The separate allocation of value for land and improvements must not be used in conjunction with any other appraisal and is invalid if so used.

6. No responsibility is assumed for the legal description provided. The legal description used in this report is assumed to be correct.

7. No survey of the property has been made by the appraiser and no responsibility is assumed in connection with such matters. Maps and sketches are included only to assist the reader in visualizing the property.

8. No responsibility is assumed for matters of a legal nature affecting title to the property, nor is an opinion of title rendered. The title is assumed to be good and merchantable unless otherwise stated.

9. The property is appraised free and clear of any or all liens or encumbrances unless otherwise stated.

10. It is assumed that the use of the land and improvements is confined within the boufldaries or property lines of the property described and that there is no encroachment or trespass unless noted in the report.

11 . It is assumed that there are no hidden or unapparent conditions of the property, subsoil, or structures which would render it more or less valuable. No responsibility is assumed for such conditions or for engineering which may be required to discover such.

12. Information furnished by others is assumed to be true, correct and reliable. A reasonable effort has been made to verify such information where

possible or feasible; however, no responsibility for its accuracy is assumed by the appraiser.

13. Responsible ownership and competent management are assumed.

14. Unless otherwise stated in this report, the existence of hazardous substances, including without limitation asbestos, polychlorinated biphenyls, petroleum leakage, or agricultural chemicals, which may or may not be present on the property, or other environmental conditions, were not called to the attention of nor did the appraiser become aware of such during the appraiser's inspection. The appraiser has no knowledge of the existence of such materials on or in the property unless otherwise stated. The appraiser, however, is not qualified to test such substances or conditions. The presence of such substances, such as asbestos, urea formaldehyde foam insulation, or other hazardous substances or environmental conditions, may affect the value of the property. The value estimated herein is predicated on the assumption that there is no such condition on or in the property or in such proximity thereto that it would cause a loss in value. No responsibility is assumed for any such conditions, nor for any expertise or engineering knowledge required to discover them. The intended user is urged to retain an expert in this field, if desired.

1 5. Opinions of value contained in this report are estimates. There is no guarantee, written or implied, that the subject property will sell or rent/lease for the indicated amount(s).

16. The appraiser reserves the right to amend and/or alter statements, analyses, conclusions and value estimates if information pertinent to this assignment is made known after the completion of the report.

17. Sierra Valuation Consultants and John A. Hillas, SRA, shall be completely indemnified against any and all losses, claims, damages, liabilities, costs or expenses to which the recipient and/or third party user may become subject, but only if neither shall have been grossly negligent or shall have taken or omitted to take any action in bad faith in connection with the completion of this appraisal assignment.

18. It is assumed that the property conforms to all applicable zoning and use regulations and restrictions unless a nonconformity has been identified, described and considered in the appraisal report.

19. It is assumed that the property is in full compliance with all applicable federal, state, and local environmental regulations and laws unless the lack of compliance is stated, described, and considered in the appraisal report.

20. The Americans with Disabilities Act(" ADA") became effective January 26, 1992. The appraiser has not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a

compliance survey of the property, together with a detailed analysis of the requirements of the ADA, would reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative impact upon the value of the property. Since the appraiser has no direct evidence relating to this issue, the appraiser did not consider possible noncompliance with the requirements of ADA in estimating the value of the property.

21. It is assumed that all required licenses, certificates of occupancy, consents and other legislative or administrative authority from any local, state or national government or private entity or organization have been or can be .. obtained or renewed for any use on which the value estimate contained in this report is based.

22. The forecasts, projections, or operating estimates contained herein are based on current market conditions, anticipated short-term supply and demand factors, and a continued stable economy. These forecasts are therefore, subject to changes with future conditions. The appraiser cannot be held responsible for unforeseeable events which might occur and which would alter market conditions after the effective date of the appraisal.

QUALIFICATIONS OF THE APPRAISER

Formal Education:

Qualifications and Background

JOHN A. HILLAS, SRA

University of Oregon, 8.8.A. Business Administration, 1983 Anchorage Community College, A.A.S., Business Admin., 1981

Real Estate Appraisal Courses Attended and Examinations Passed:

Appraisal Institute 540-Report Writing and Valuation Analysis 530-Advanced Sales Comparison and Cost Approaches 520-Highest and Best Use and Market Analysis 430-Standards of Professional Appraisal Practice - C 420-Standards of Professional Appraisal Practice - B 410-Standards of Professional Appraisal Practice - A (USPAP) 1 20-Basic Valuation Procedures (Challenged) 110-Real Estate Appraisal Principles (Challenged) Residential Demonstration Appraisal Report

American Institute of Real Estate Appraisers Capitalization Theory and Techniques, Part A Capitalization Theory and Techniques, Part B

Society of Real Estate Appraisers Applied Residential Valuation ( 102) Standards of Professional Practice

Real Estate Appraisal Seminars and Workshops Attended, (partial list):

Analyzing Operating Expenses for Apartments Diminution in Value Appraisers and the Graham, Leach Bliley Act Attacking/Defending an Appraisal in Litigation Subdivision Analysis Property Inspection Limited Appraisal Reports/Evaluations Appraisal Review Market Extractions Marshall Valuation Service FNMA Appraisal Guidelines

Scope of Work Partial Interest Valuation Common Misconceptions About USPAP Appraisal of Local Retail Properties Appraising 1-4 Family Income Properties Analyzing Operating Expenses ADA and Fair Housing Automated Valuation Models (AVMs) Federal & State Laws and Regulations Real Estate Update/Forecast (annual) Depreciation Analysis

Related Appraisal Experience, (continued on following page):

1996 to Present:

1995 to 7 996:

Self employed as a real estate appraiser and consultant based in Modesto, CA. Services include appraisal and analysis of various types of properties, including subdivisions, multi-family properties, industrial, retail, and office properties, plus appraisal/appraisal review of 1 to 4 family properties throughout Central California.

Employed as a real estate appraiser in the Denver, Colorado office of National Valuation Consultants, Inc., a private, full-service real estate valuation and consulting firm. Primary duties included appraisal and analysis of residential subdivisions, multi-family properties, industrial office/warehouses, and review of single-family appraisal reports primarily in the Denver Metropolitan Area.

JOHN A. HILLA$, SRA Qualifications and Background

page two Related Appraisal Experience, (continued):

1992 to 1995:

1991 to 1992:

1987 to 1991:

1980 to 1987:

Affiliations:

Employed as a senior real estate appraiser with San Francisco Federal Savings and Loan, based in San Francisco, CA. Primary duties included appraisal and analysis of multi-family properties, and review of 1-4 family property appraisal reports throughout Central California.

Employed as a senior real estate appraiser with a private, full-service real estate valuation and consulting firm. Primary duties included appraisal and analysis of various types of properties throughout Central California, including multi-family, office, retail, and residential subdivisions, special use residential properties, and review of 1-4 family appraisal reports.

Employed as a real estate appraiser with Stockton Savings Bank, based in Stockton, CA. Primary duties included appraisal and analysis of existing and proposed multi-family properties, residential subdivisions, and 1-4 family properties throughout Central California.

Employed as a real estate appraiser with a private real estate valuation firm based in Homer, Alaska. Primary duties included appraisal of 1-4 family properties, recreational properties and vacant land throughout South Central Alaska.

State of California Certified General Appraiser(# AG002432)

Appraisal Institute SRA Member President, Northern California Chapter (2004) Regional Representative, Northern California Chapter Member, Alaska Chapter 1 998 President, Sierra Chapter Leadership Development & Advisory Council (2002)

Central Valley Association of Realtors Affiliate Member

Calaveras County Association of Realtors Affiliate Member

Merced County Association of Realtors Affiliate Member

References/Samples: Available upon request

Principal Markets: San Joaquin Valley and Sierra Foothills

Data Resources: Central Valley Association of Realtors MLS; Calaveras County MLS, Merced County MLS, The Meyers Group, The Gregory Group, The Ryness Company, MetroScan, Parcel Quest, Marshall Valuation Service; the Internet; and extensive office files and contacts.

More Information: www .sierravaluation.com


APPENDIXF

DTC AND THE BOOK-ENTRY ONLY SYSTEM

The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof

The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered security certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-US. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-US. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (respectively, "NSCC", "GSCC", "MBSCC", and "EMCC", also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-US. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

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 Security ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

F-1

http://www.dtcc.com

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the 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 Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of 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, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of the Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. 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 to DTC. If less than all of the Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Payments of principal of, premium, if any, and interest evidenced by 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 Fiscal Agent, on 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 (nor its nominee), the Fiscal Agent, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of, premium, if any, and interest evidenced by the Bonds to Cede & Co. ( or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Fiscal Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the City or the Fiscal Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.

F-2

The City may decide to discontinue use of the system of book-entry transfers through DTC ( or a successor securities depository). In that event, Bond certificates will be printed and delivered.

In the event that the book-entry system is discontinued as described above, the requirements of the Fiscal Agent Agreement will apply. The foregoing information concerning DTC concerning and DTC's book-entry system has been provided by DTC, and neither the City or the Fiscal Agent take any responsibility for the accuracy thereof.

Neither the City or the Underwriter can and do not give any assurances that DTC, the Participants or others will distribute payments of principal, interest or premium, if any, evidenced by the Bonds paid to DTC or its nominee as the registered owner, or will distribute any redemption notices or other notices, to the Beneficial Owners, or that they will do so on a timely basis or will serve and act in the manner described in this Official Statement. Neither the City or the Underwriter is responsible or liable for the failure of DTC or any Participant to make any payment or give any notice to a Beneficial Owner with respect to the Bonds or an error or delay relating thereto.

F-3

APPENDIXG

REASSESSMENT ROLL

~ ~r's %of Confirmed o/oofTotal Value to Number PamiNo. Acres Total Acres ~ ~ Vane lien

Tota1s<3> 147.25 100.0%* $5, 705,000.oo<4) 100.00% $78,595,469* 13.77:1

Owner: Fahrens Park, A Limited Partnership (Unit 3A) 140A 58-411-01 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 141A 58-411-02 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 142A 58-411-03 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 143A 58-411-04 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 144A 58-411-05 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 145A 58-411-06 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 146A 58-411-07 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 147A 58-411-08 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 165A 58-411-26 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 166A 58-410-27 0.00 0.00% 0.00 0.00 0 NIA 167A 58-412-01 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 168A 58-412-02 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 169A 58-412-03 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 170A 58-412-04 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 171A 58-412-05 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 172A 58-412-06 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 184A 58-412-18 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 199A 58-413-01 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 200A 58-413-02 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 201A 58-413-03 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 202A 58-413-04 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 203A 58-413-05 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 204A 58-413-06 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 205A 58-414-01 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 206A 58-414-02 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 207A 58-414-03 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 208A 58-414-04 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 209A 58-414-05 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 210A 58-414-06 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 211A 58-414-07 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 212A 58-414-08 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 213A 58-415-01 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 214A 58-415-02 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 215A 58-415-03 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 216A 58-415-04 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 217A 58-415-05 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 218A 58-415-06 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 219A 58-415-07 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 220A 58-415-08 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 221A 58-416-01 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1

G-1


222A 58-416-02 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 223A 58-416-03 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 224A 58-416-04 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 225A 58-416-05 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 226A 58-416-06 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 227A 58-416-07 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1

Owner: Fahrens Park, A Limited Partnership (Unit 3B) 318A 58-441-01 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 319A 58-441-02 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 320A 58-441-03 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 321A 58-441-04 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 322A 58-441-05 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 323A 58-441-06 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 324A 58-441-07 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 325A 58-441-08 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 326A 58-441-09 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 327A 58-441-10 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 328A 58-441-11 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 329A 58-441-12 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 330A 58-441-13 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 331A 58-441-14 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 332A 58-441-15 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 333A 58-441-16 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 334A 58-441-17 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 335A 58-441-18 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 336A 58-442-01 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 337A 58-442-02 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 338A 58-442-03 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 339A 58-442-04 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 340A 58-442-05 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 341A 58-442-06 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 342A 58-442-07 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 343A 58-442-08 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 344A 58-442-09 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 345A 58-442-10 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 346A 58-442-11 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 347A 58-442-12 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 348A 58-443-01 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 349A 58-443-02 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 350A 58-443-03 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 351A 58-443-04 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 352A 58-443-05 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 353A 58-443-06 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 354A 58-443-07 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 355A 58-443-08 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 356A 58-443-09 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 357A 58-443-10 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 358A 58-443-11 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 359A 58-443-12 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 360A 58-443-13 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 361A 58-443-14 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 362A 58-443-15 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1

G-2


363A 58-443-16 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 364A 58-443-17 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 365A 58-443-18 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 366A 58-443-19 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 367A 58-443-20 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 368A 58-443-21 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 369A 58-444-01 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 370A 58-444-02 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 371A 58-444-03 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 372A 58-444-04 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 373A 58-444-05 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 374A 58-444-06 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 375A 58-444-07 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 376A 58-444-08 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 377A 58-444-09 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 378A 58-444-10 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 379A 58-444-11 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 380A 58-444-12 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 381A 58-444-13 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 382A 58-444-14 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 383A 58-444-15 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 384A 58-444-16 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 385A 58-444-17 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 386A 58-444-18 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 387A 58-444-19 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 388A 58-444-20 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 389A 58-444-21 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 390A 58-444-22 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 391A 58-444-23 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 392A 58-444-24 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 393A 58-444-25 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 394A 58-444-26 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 395A 58-444-27 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 396A 58-444-28 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 397A 58-444-29 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 398A 58-444-30 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 399A 58-444-31 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 400A 58-444-32 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 401A 58-444-33 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 402A 58-444-34 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 403A 58-444-35 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 404A 58-444-36 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 405A 58-444-37 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 406A 58-444-38 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1

Owner: Fahrens Park, A Limited Partnership (Unit 4A) 242A 58-422-11 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 243A 58-422-12 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 244A 58-422-13 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 245A 58-422-14 0.00 0.00% 0.00 0.00 0 NIA 246A 58-422-15 0.00 0.00% 0.00 0.00 0 NIA 247A 58-422-16 0.00 0.00% 0.00 0.00 0 NIA 257A 58-423-10 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1

G-3


258A 58-423-11 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 259A 58-423-12 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 260A 58-423-13 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 261A 58-423-14 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 262A 58-423-15 0.00 0.00% 0.00 0.00 0 NIA 263A 58-423-16 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 264A 58-423-17 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 265A 58-423-18 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 278A 58-424-04 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 280A 58-425-01 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 281A 58-425-02 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 282A 58-425-03 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 283A 58-425-04 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 284A 58-425-05 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 285A 58-425-06 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 286A 58-425-07 0.00 0.00% 0.00 0.00 0 NIA 313A 58-434-07 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1

Owner: Fahrens Park, A Limited Partnership (Unit 4B) 407A 58-451-01 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 408A 58-451-02 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 409A 58-451-03 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 410A 58-451-04 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 411A 58-451-05 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 412A 58-451-06 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 413A 58-451-07 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 414A 58-451-08 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 415A 58-451-09 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 416A 58-451-10 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 417A 58-451-11 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 418A 58-451-12 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 419A 58-451-13 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 420A 58-451-14 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 421A 58-451-15 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 422A 58-451-16 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 423A 58-451-17 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 424A 58-451-18 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 425A 58-451-19 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 426A 58-451-20 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 427A 58-451-21 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 428A 58-451-22 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 429A 58-451-23 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 430A 58-452-01 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 431A 58-452-02 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 432A 58-452-03 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 433A 58-452-04 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 434A 58-452-05 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 435A 58-452-06 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 436A 58-452-07 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 437A 58-452-08 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 438A 58-452-09 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 439A 58-452-10 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 440A 58-452-11 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1

G-4


441A 58-452-12 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 442A 58-452-13 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 443A 58-452-14 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 444A 58-452-15 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 445A 58-452-16 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 446A 58-452-17 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 447A 58-452-18 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 448A 58-452-19 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 449A 58-452-20 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 450A 58-453-01 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 451A 58-453-02 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 452A 58-453-03 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 453A 58-453-04 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 454A 58-453-05 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 455A 58-453-06 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 456A 58-453-07 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 457A 58-453-08 0.26 0.18% $9,458.37 0.17% $60,000 6.34:1 458A 58-453-09 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 459A 58-453-10 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 460A 58-453-11 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 461A 58-453-12 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 462A 58-453-13 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 463A 58-453-14 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 464A 58-453-15 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 465A 58-453-16 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 466A 58-453-17 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 467A 58-454-01 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 468A 58-454-02 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 469A 58-454-03 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 470A 58-454-04 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 471A 58-454-05 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 472A 58-454-06 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 473A 58-454-07 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1 474A 58-455-01 0.26 0.18% $9,458.38 0.17% $60,000 6.34:1

Owner: Fahrens Park, A Limited Partnership (Unit 4C) 476A 58-020-55 12.60 8.56% $605,336.54 10.59% $3,840,000 6.34:1

Owner: Fahrens Park, A Limited Partnership (Unit 4D) 64A 58-020-01 4.20 2.85% $227,001.00 3.97% $1,440,000 6.34:1

475A 58-020-54 8.35 5.67% $406,710.69 7.12% $2,580,000 6.34:1

Owners: Individual Homeowners (Unit 2) IA 58-390-01 0.00 0.00% 0.00 0.00% 0 NIA 2A 58-390-02 0.26 0.18% $11,480.46 0.20% $228,378 19.90:1

3A 58-390-03 0.26 0.18% $11,480.46 0.20% $216,801 18.87:1 4A 58-390-04 0.26 0.18% $11,480.46 0.20% $218,637 19.05:1 5A 58-390-05 0.26 0.18% $11,480.46 0.20% $199,250 17.36:1 6A 58-390-06 0.26 0.18% $11,480.46 0.20% $235,008 20.47:1 7A 58-390-07 0.26 0.18% $11,480.46 0.20% $215,016 18.73:1 8A 58-390-08 0.26 0.18% $11,480.46 0.20% $283,000 24.65:1 9A 58-390-09 0.26 0.18% $11,480.46 0.20% $279,276 24.33:1

lOA 58-390-10 0.26 0.18% $11,480.46 0.20% $224,094 19.52:1

G-5


llA 58-390-11 0.26 0.18% $11,480.46 0.20% $280,000 24.39: 1 12A 58-390-12 0.26 0.18% $11,480.46 0.20% $219,096 19.09:1 13A 58-390-13 0.26 0.18% $11,480.46 0.20% $216,546 18.86:1 14A 58-390-14 0.26 0.18% $11,480.46 0.20% $212,670 18.53:1 15A 58-390-15 0.00 0.00% 0.00 0 0 NIA l6Al2

> 58-390-16 0.26 0.18% $11,480.46 0.20% $247,000 21.52:1 17A 58-390-17 0.26 0.18% $11,480.46 0.20% $210,579 18.34:1 18A 58-390-18 0.26 0.18% $11,480.46 0.20% $210,171 18.34:1 19A 58-390-19 0.26 0.18% $11,480.46 0.20% $201,960 17.59:1 20A 58-390-20 0.26 0.18% $11,480.46 0.20% $244,494 21.30:1 21A 58-390-21 0.26 0.18% $11,480.46 0.20% $316,455 27.57:1 22A 58-390-22 0.26 0.18% $11,480.46 0.20% $306,700 26.72:1 23A 58-390-23 0.26 0.18% $11,480.46 0.20% $255,700 22.27: 1 24A 58-390-24 0.26 0.18% $11,480.46 0.20% $249,300 21.71:1 25A 58-390-25 0.26 0.18% $11,480.46 0.20% $255,000 22.21:1 26A 58-390-26 0.26 0.18% $11,480.46 0.20% $249,000 21.69:1 27A 58-390-27 0.00 0.00% 0.00 0 0 NIA 28A 58-390-28 0.26 0.18% $11,480.46 0.20% $252,000 21.95:1 29A 58-390-29 0.26 0.18% $11,480.46 0.20% $284,500 24.78:1 30A 58-390-30 0.26 0.18% $11,480.46 0.20% $284,000 24.74:1 31A 58-390-31 0.26 0.18% $11,480.46 0.20% $352,450 30.70:1 32A 58-390-32 0.26 0.18% $11,480.46 0.20% $312,500 27.22:1 33A 58-390-33 0.26 0.18% $11,480.46 0.20% $210,834 18.37:1 34A 58-390-34 0.26 0.18% $11,480.46 0.20% $285,000 24.83:1 35A 58-390-35 0.26 0.18% $11,480.46 0.20% $275,706 24.02: 1 36A 58-390-36 0.26 0.18% $11,480.46 0.20% $200,583 17.47:1 37A 58-390-37 0.26 0.18% $11,480.46 0.20% $280,000 24.39: 1 38A 58-390-38 0.26 0.18% $11,480.46 0.20% $243,500 21.21:1 41A 58-390-41 0.26 0.18% $11,480.46 0.20% $224,706 19.57:1 42A 58-390-42 0.26 0.18% $11,480.46 0.20% $232,509 20.25:1 43A 58-390-43 0.26 0.18% $11,480.46 0.20% $255,000 22.21:1 44A 58-390-44 0.26 0.18% $11,480.46 0.20% $295,000 25.70:1 46A 58-390-46 0.26 0.18% $11,480.46 0.20% $275,400 23.99:1 47A 58-390-47 0.26 0.18% $11,480.46 0.20% $197,268 17.18:1 48A 58-390-48 0.26 0.18% $11,480.46 0.20% $216,699 18.88:1 49A 58-390-49 0.26 0.18% $11,480.46 0.20% $229,908 20.03:1 50A 58-390-50 0.26 0.18% $11,480.46 0.20% $177,225 15.44:1 51A 58-390-51 0.26 0.18% $11,480.46 0.20% $213,231 18.57:1 52A 58-390-52 0.26 0.18% $11,480.46 0.20% $208,488 18.16:1 53A 58-390-53 0.26 0.18% $11,480.46 0.20% $186,711 16.26:1 54A 58-390-54 0.26 0.18% $11,480.46 0.20% $192,831 16.80:1 55A 58-390-55 0.26 0.18% $11,480.46 0.20% $268,000 23.34:1 56A 58-390-56 0.26 0.18% $11,480.46 0.20% $186,660 16.26:1 57A 58-390-57 0.26 0.18% $11,480.46 0.20% $280,857 24.46:1 58A 58-390-58 0.26 0.18% $11,480.46 0.20% $260,000 22.65:1 59A 58-390-59 0.26 0.18% $11,480.46 0.20% $201,450 17.55:1 60A 58-390-60 0.26 0.18% $11,480.46 0.20% $250,000 21.78:1 61A 58-390-61 0.26 0.18% $11,480.46 0.20% $197,064 17.17:1 62A 58-390-62 0.26 0.18% $11,480.46 0.20% $203,490 17.73:1 63A 58-390-63 0.00 0.00% 0.00 0 0 NIA

315A 58-390-65 0.26 0.18% $11,480.46 0.20% $202,980 17.68:1 316A 58-390-64 0.26 0.18% $11,480.46 0.20% $309,060 26.92:1 317A 58-390-66 0.26 0.18% $11,480.46 0.20% $197,574 17.21:1

G-6


71A 58-400-01 0.00 0.00% 0.00 0 0 NIA 72A 58-400-02 0.26 0.18% $11,480.46 0.20% $263,200 22.93:1 73A 58-400-03 0.26 0.18% $11,480.46 0.20% $265,450 23.12:1 74A 58-400-04 0.26 0.18% $11,480.46 0.20% $245,000 21.34:1 75A 58-400-05 0.26 0.18% $11,480.46 0.20% $339,050 29.53:1 76A 58-400-06 0.26 0.18% $11,480.46 0.20% $308,400 26.86: 1 77A 58-400-07 0.26 0.18% $11,480.46 0.20% $219,450 19.12:1 78A 58-400-08 0.26 0.18% $11,480.46 0.20% $217,500 18.95:1 79A 58-400-09 0.26 0.18% $11,480.46 0.20% $285,000 24.83:1 80A 58-400-10 0.26 0.18% $11,480.46 0.20% $282,700 24.63:1 81A 58-400-11 0.26 0.18% $11,480.46 0.20% $296,950 25.87:1 82A 58-400-12 0.00 0.00% 0.00 0 0 NIA 83A 58-400-13 0.26 0.18% $11,480.46 0.20% $356,100 31.02: 1 84A 58-400-14 0.26 0.18% $11,480.46 0.20% $221,200 19.27:1 85A 58-400-15 0.26 0.18% $11,480.46 0.20% $255,050 22.22: 1 86A 58-400-16 0.26 0.18% $11,480.46 0.20% $225,500 19.64:1 87A 58-400-17 0.26 0.18% $11,480.46 0.20% $208,300 18.14:1 88A 58-400-18 0.26 0.18% $11,480.46 0.20% $249,750 21.76:1 89A 58-400-19 0.26 0.18% $11,480.46 0.20% $242,100 21.09:1 90A 58-400-20 0.26 0.18% $11,480.46 0.20% $260,000 22.65:1 91A 58-400-21 0.26 0.18% $11,480.46 0.20% $283,000 24.65:1 92A 58-400-22 0.26 0.18% $11,480.46 0.20% $232,450 20.25:1 93A 58-400-23 0.26 0.18% $11,480.46 0.20% $258,100 22.48:1 94A 58-400-24 0.26 0.18% $11,480.46 0.20% $221,750 19.32:1 95A 58-400-25 0.26 0.18% $11,480.46 0.20% $249,250 21.71:1 96A 58-400-26 0.26 0.18% $11,480.46 0.20% $336,250 29.29:1 97A 58-400-27 0.00 0.00% 0.00 0 0 NIA 98A 58-400-28 0.26 0.18% $11,480.46 0.20% $305,400 26.60: 1 99A 58-400-29 0.26 0.18% $11,480.46 0.20% $255,850 22.29: 1

lOOA 58-400-30 0.26 0.18% $11,480.46 0.20% $231,650 20.18:1 lOlA 58-400-31 0.26 0.18% $11,480.46 0.20% $207,700 18.09:1 102A 58-400-32 0.26 0.18% $11,480.46 0.20% $231,500 20.17:1 103A 58-400-33 0.26 0.18% $11,480.46 0.20% $205,150 17.87:1 104A 58-400-34 0.26 0.18% $11,480.46 0.20% $295,550 25.74:1 105A 58-400-35 0.26 0.18% $11,480.46 0.20% $267,550 23.31:1 106A 58-400-36 0.26 0.18% $11,480.46 0.20% $268,950 23.43:1 107A 58-400-37 0.26 0.18% $11,480.46 0.20% $215,350 18.76:1 108A 58-400-38 0.26 0.18% $11,480.46 0.20% $285,100 24.83:1 109A 58-400-39 0.26 0.18% $11,480.46 0.20% $289,850 25.25:1 llOA 58-400-40 0.00 0.00% 0.00 0.00 0 NIA lllA 58-400-41 0.26 0.18% $11,480.46 0.20% $342,200 29.81:1 112A 58-400-42 0.26 0.18% $11,480.46 0.20% $273,156 23.79:1 113A 58-400-43 0.26 0.18% $11,480.46 0.20% $230,061 20.04: 1 114A 58-400-44 0.26 0.18% $11,480.46 0.20% $228,050 19.86:1 115A 58-400-45 0.26 0.18% $11,480.46 0.20% $208,750 18.18:1 116A 58-400-46 0.26 0.18% $11,480.46 0.20% $244,800 21.32:1 117A 58-400-47 0.26 0.18% $11,480.46 0.20% $286,700 24.97:1 118A 58-400-48 0.26 0.18% $11,480.46 0.20% $267,250 23.28:1 119A 58-400-49 0.26 0.18% $11,480.46 0.20% $216,800 18.89:1 120A 58-400-50 0.26 0.18% $11,480.46 0.20% $217,668 18.96:1 121A 58-400-51 0.26 0.18% $11,480.46 0.20% $227,700 19.83:1 122A 58-400-52 0.26 0.18% $11,480.46 0.20% $208,182 18.13:1 123A 58-400-53 0.00 0.00% 0.00 0.00 0 NIA

G-7


124A 58-400-54 0.26 0.18% $11,480.46 0.20% $308,346 26.86: 1 125A 58-400-55 0.26 0.18% $11,480.46 0.20% $229,602 20.00: 1 126A 58-400-56 0.26 0.18% $11,480.46 0.20% $231,240 20.14:1 127A 58-400-57 0.26 0.18% $11,480.46 0.20% $211,854 18.45:1 128A 58-400-58 0.26 0.18% $11,480.46 0.20% $251,940 21.95:1 129A 58-400-59 0.26 0.18% $11,480.46 0.20% $325,788 28.38:1 130A 58-400-60 0.26 0.18% $11,480.46 0.20% $265,550 23.13:1 131A 58-400-61 0.26 0.18% $11,480.46 0.20% $299,829 26.12:1 132A 58-400-62 0.26 0.18% $11,480.46 0.20% $198,900 17.33:1 133A 58-400-63 0.26 0.18% $11,480.46 0.20% $210,426 18.33:1 134A 58-400-64 0.00 0.00% 0.00 0.00 0 NIA 135A 58-400-65 0.26 0.18% $11,480.46 0.20% $197,574 16.95:1 136A 58-400-66 0.26 0.18% $11,480.46 0.20% $240,006 20.91:1 137A 58-400-67 0.00 0.00% 0.00 0.00 0 NIA

Owners: Individual Homeowners (Unit 3A) 148A 58-411-09 0.26 0.18% $9,458.38 0.17% $220,000 23.26:1 149A 58-411-10 0.26 0.18% $9,458.38 0.17% $263,000 27.81:1 150A 58-411-11 0.26 0.18% $9,458.38 0.17% $351,000 37.11:1 151A 58-411-12 0.26 0.18% $9,458.38 0.17% $222,500 23.53:1 152A 58-411-13 0.26 0.18% $9,458.38 0.17% $297,000 31.40: 1 153A 58-411-14 0.26 0.18% $9,458.38 0.17% $302,000 31.93: 1 154A 58-411-15 0.26 0.18% $9,458.38 0.17% $220,500 23.31:1 155A 58-411-16 0.26 0.18% $9,458.38 0.17% $348,000 36.79:1 156A 58-411-17 0.26 0.18% $9,458.38 0.17% $275,500 29.13:1 157A 58-411-18 0.26 0.18% $9,458.38 0.17% $391,000 41.34:1 158A 58-411-19 0.26 0.18% $9,458.37 0.17% $367,000 38.80:1 159A 58-411-20 0.26 0.18% $9,458.37 0.17% $347,500 36.74:1 160A 58-411-21 0.26 0.18% $9,458.37 0.17% $331,000 35.00:1 161A 58-411-22 0.26 0.18% $9,458.37 0.17% $290,435 30.71:1 162A 58-411-23 0.26 0.18% $9,458.37 0.17% $300,000 31.72:1 163A 58-411-24 0.26 0.18% $9,458.37 0.17% $347,000 36.69: 1 164A 58-411-25 0.26 0.18% $9,458.37 0.17% $288,606 30.51:1 173A 58-412-07 0.26 0.18% $9,458.37 0.17% $314,000 33.20:1 174A 58-412-08 0.26 0.18% $9,458.37 0.17% $299,000 31.61:1 175A 58-412-09 0.26 0.18% $9,458.37 0.17% $250,000 26.43:1 176A 58-412-10 0.26 0.18% $9,458.37 0.17% $281,500 29.77:1 177A 58-412-11 0.26 0.18% $9,458.37 0.17% $252,000 26.64: 1 178A 58-412-12 0.26 0.18% $9,458.37 0.17% $280,000 29.60:1 179A 58-412-13 0.26 0.18% $9,458.37 0.17% $262,500 27.75:1 180A 58-412-14 0.26 0.18% $9,458.37 0.17% $330,500 34.94:1 181A 58-412-15 0.26 0.18% $9,458.37 0.17% $277,500 29.34:1 182A 58-412-16 0.26 0.18% $9,458.37 0.17% $336,500 35.58:1 183A 58-412-17 0.26 0.18% $9,458.37 0.17% $304,000 32.14:1 185A 58-412-19 0.26 0.18% $9,458.37 0.17% $307,500 32.51:1 186A 58-412-20 0.26 0.18% $9,458.37 0.17% $303,500 32.09: 1 187A 58-412-21 0.26 0.18% $9,458.37 0.17% $257,500 27.23:1 188A 58-412-22 0.26 0.18% $9,458.37 0.17% $326,000 34.47:1 189A 58-412-23 0.26 0.18% $9,458.37 0.17% $280,000 29.60:1 190A 58-412-24 0.26 0.18% $9,458.37 0.17% $257,500 27.23:1 191A 58-412-25 0.26 0.18% $9,458.37 0.17% $324,000 34.26: 1 192A 58-412-26 0.26 0.18% $9,458.37 0.17% $283,500 29.97: 1 193A 58-412-27 0.26 0.18% $9,458.37 0.17% $273,500 28.92:1

G-8


194A 58-412-28 0.26 0.18% $9,458.37 0.17% $287,500 30.40:1 195A 58-412-29 0.26 0.18% $9,458.37 0.17% $261,500 27.65:1 196A 58-412-30 0.26 0.18% $9,458.37 0.17% $305,500 32.30:1 197A 58-412-31 0.26 0.18% $9,458.37 0.17% $340,500 36.00: 1 198A 58-412-32 0.26 0.18% $9,458.37 0.17% $320,000 33.83:1

Owners: Individual Homeowners (Unit 4A) 228A 58-421-01 0.26 0.18% $9,458.37 0.17% $210,000 22.20: 1 229A 58-421-02 0.26 0.18% $9,458.37 0.17% $230,000 24.31:1 230A 58-421-03 0.26 0.18% $9,458.37 0.17% $261,000 27.60:1 231A 58-421-04 0.00 0.00% 0.00 0.00 0 NIA 232A 58-422-01 0.26 0.18% $9,458.37 0.17% $212,500 22.47:1 233A 58-422-02 0.26 0.18% $9,458.37 0.17% $267,000 28.23:1 234A 58-422-03 0.26 0.18% $9,458.37 0.17% $248,500 26.27: 1 235A 58-422-04 0.26 0.18% $9,458.37 0.17% $237,000 25.06: 1 236A 58-422-05 0.26 0.18% $9,458.37 0.17% $284,500 30.08: 1 237A 58-422-06 0.26 0.18% $9,458.37 0.17% $264,500 27.97: 1 238A 58-422-07 0.26 0.18% $9,458.37 0.17% $287,500 30.40:1 239A 58-422-08 0.26 0.18% $9,458.37 0.17% $304,000 32.14:1 240A 58-422-09 0.26 0.18% $9,458.37 0.17% $264,500 27.97: 1 241A 58-422-10 0.26 0.18% $9,458.37 0.17% $309,500 32.72:1 248A 58-423-01 0.26 0.18% $9,458.37 0.17% $228,000 24.11:1 249A 58-423-02 0.26 0.18% $9,458.37 0.17% $248,000 26.22: 1 250A 58-423-03 0.26 0.18% $9,458.37 0.17% $224,000 23.68:1 251A 58-423-04 0.26 0.18% $9,458.37 0.17% $205,500 21.73:1 252A 58-423-05 0.26 0.18% $9,458.37 0.17% $273,000 28.86: 1 253A 58-423-06 0.26 0.18% $9,458.37 0.17% $254,500 26.91:1 254A 58-423-07 0.26 0.18% $9,458.37 0.17% $226,500 23.95:1 255A 58-423-08 0.26 0.18% $9,458.37 0.17% $236,000 24.95:1 256A 58-423-09 0.26 0.18% $9,458.37 0.17% $294,000 31.08: 1 266A 58-423-19 0.26 0.18% $9,458.37 0.17% $290,058 30.67:1 267A 58-423-20 0.26 0.18% $9,458.37 0.17% $240,000 25.38:1 268A 58-423-21 0.26 0.18% $9,458.37 0.17% $292,000 30.87:1 269A 58-423-22 0.26 0.18% $9,458.37 0.17% $262,500 27.75:1 270A 58-423-23 0.26 0.18% $9,458.37 0.17% $220,500 23.31:1 271A 58-423-24 0.26 0.18% $9,458.37 0.17% $254,500 26.91:1 272A 58-423-25 0.26 0.18% $9,458.37 0.17% $231,000 24.42:1 273A 58-423-26 0.26 0.18% $9,458.37 0.17% $277,500 29.34:1 274A 58-423-27 0.26 0.18% $9,458.37 0.17% $213,500 22.57:1 275A 58-424-01 0.26 0.18% $9,458.37 0.17% $226,000 23.90:1 276A 58-424-02 0.26 0.18% $9,458.37 0.17% $197,000 20.83:1 277A 58-424-03 0.26 0.18% $9,458.37 0.17% $249,500 26.38: 1 279A 58-424-05 0.26 0.18% $9,458.37 0.17% $278,500 29.45:1 287A 58-431-01 0.26 0.18% $9,458.37 0.17% $184,000 19.45:1 288A 58-431-02 0.26 0.18% $9,458.37 0.17% $213,000 22.52: 1 289A 58-431-03 0.26 0.18% $9,458.37 0.17% $190,684 20.16:1 290A 58-431-04 0.26 0.18% $9,458.37 0.17% $227,500 24.05:1 291A 58-431-05 0.26 0.18% $9,458.37 0.17% $225,154 23.81:1 292A 58-431-06 0.26 0.18% $9,458.37 0.17% $190,000 20.01:1 293A 58-431-07 0.00 0.00% 0.00 0.00 0 NIA 294A 58-432-01 0.26 0.18% $9,458.37 0.17% $264,500 27.97: 1 295A 58-432-02 0.26 0.18% $9,458.37 0.17% $263,000 27.81:1 296A 58-433-01 0.26 0.18% $9,458.37 0.17% $344,000 36.37:1

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297A 58-433-02 0.26 0.18% $9,458.37 0.17% $232,500 24.58: 1 298A 58-433-03 0.26 0.18% $9,458.37 0.17% $248,000 26.22: 1 299A 58-433-04 0.26 0.18% $9,458.37 0.17% $281,000 29.71:1 300A 58-433-05 0.26 0.18% $9,458.37 0.17% $263,345 27.84:1 301A 58-433-06 0.26 0.18% $9,458.37 0.17% $199,000 21.04: 1 302A 58-433-07 0.26 0.18% $9,458.37 0.17% $160,000 16.92:1 303A 58-433-08 0.26 0.18% $9,458.37 0.17% $286,500 30.29: 1 304A 58-433-09 0.26 0.18% $9,458.37 0.17% $290,500 30.71:1 305A 58-433-10 0.26 0.18% $9,458.37 0.17% $219,500 23.21:1 306A 58-433-11 0.26 0.18% $9,458.37 0.17% $261,500 27.65:1 307A 58-434-01 0.26 0.18% $9,458.37 0.17% $262,500 27.75:1 308A 58-434-02 0.26 0.18% $9,458.37 0.17% $251,500 26.59: 1 309A 58-434-03 0.26 0.18% $9,458.37 0.17% $199,000 21.04: 1 310A 58-434-04 0.26 0.18% $9,458.37 0.17% $225,000 23.79:1 311A 58-434-05 0.26 0.18% $9,458.37 0.17% $251,500 26.59: 1 312A 58-434-06 0.26 0.18% $9,458.37 0.17% $237,000 25.06: 1 314A 58-434-08 0.26 0.18% $9,458.37 0.17% $286,500 30.29: 1

Owner: Sunit R. Patel* 68A. 58-020-10 2.50 1.70% $16,909.85 0.30% $300,500 17.74:1

Owner: Fahrens Park, A Partnership 70A 58-290-08 1.10 0.75% $37,813.32 0.66% $117,400 3.10:1

Prepayment 69A 58-020-24 0.00 0.00% 0.00 0 0 NIA

Tota1s<3> 147.25 100.0% $5, 705,000.oo<4

) 100.00% $78,595,469 * 13.77:1

(1) NOTES Assessment No. 69A paid in full during cash payment period. All parcels bearing 0.00 acres are either non-assessed, non-benefited parcels or prepaid parcels.

(2) Assessment 16A prepaid after the date of the Preliminary Official Statement. (3) May not exactly calculate due to rounding. (4) Total equals Bond Lien. Total confirmed Reassessments from Reassessment Engineer is $5,715,000.

Source: Compiled from data from Reassessment Assessment Engineer, First American RES/Custom Data Solutions, and the Appraisals

* Change from Preliminary Official Statement due to information following printing relating to August 2003 sale of Assessment No. 68 of Adjacent Property and valuation estimate adjustment.

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APPENDIXH

REASSESSMENT ENGINEER'S REPORT

ENGINEER'S REPORT

REFUNDING AND REASSESSMENT OF Fahrens Park Specific Plan Assessment District

REASSESSMENT DISTRICT NO. 2004 (Fahrens Park)

CITY OF MERCED, CALIFORNIA

Prepared by:

BERRYMAN & HEN/GAR

6150 Stoneridge Mall Road, Suite 370 Pleasanton, CA 94588

January 9, 2004

TABLE OF CONTENTS

SECTION

I. INTRODUCTION .............................................................................................................................. 1

II. BONDS TO BE REFUNDED, TOTAL DEBT SERVICE SCHEDULE .............................................. 1

Ill. BONDS TO BE REFUNDED, TOTAL DEBT SERVICE SCHEDULE PER PARCEL ...................... 2

IV. TOTAL ESTIMATED COST OF REFUNDING ................................................................................. 2

V. BONDS TO BE ISSUED, TOTAL DEBT SERVICE SCHEDULE ..................................................... 2

VI. BONDS TO BE ISSUED, TOTAL DEBT SERVICE SCHEDULE PER PARCEL ............................. 2

VII. AUDITOR'S REASSESSMENT ROLL ............................................................................................. 2

VIII. REASSESSMENT DIAGRAM .......................................................................................................... 2

IX. CERTIFICATIONS ........................................................................................................................... 3

EXHIBITS

1. BONDS TO BE REFUNDED, TOTAL DEBT SERVICE SCHEDULE ........................................ ?

2. BONDS TO BE REFUNDED, TOTAL DEBT SERVICE SCHEDULE PER PARCEL. ................... 8

3. TOTAL ESTIMATED COST OF REFUNDING ................................................................... 16

4. BONDS TO BE ISSUED, TOTAL DEBT SERVICE SCHEDULE ............................................ 17

5. BONDS TO BE ISSUED, TOTAL DEBT SERVICE SCHEDULE PER PARCEL. ....................... 18

6. AUDITOR'S ASSESSMENT ROLL. ................................................................................ 26

7. REASSESSMENT DIAGRAM ........................................................................................ 37

P:\$Projects\MERCED\FY03-04\Fahrens Park Refunding\engineers report\fer_refunding_rev.doc Berryman & Henigar, Inc

Engineer's Report City of Merced Reassessment_District No. 2004 (Fahrens Park) ___________________________________________ Page 1 __ _

I. INTRODUCTION

In 2002, the City Council of the City of Merced, completed proceedings and confirmed assessments for the formation of the Specific Plan Assessment District No. 2002 (Fahrens Park), (the "District"), pursuant to the Municipal Improvement Act of 1913, Division 12 of the California Streets and Highways Code.

The public improvements funded by the District consist principally of roadway, water, drainage, and sewer improvements which provide improved access and services to the properties within the District boundaries. The improvements are described in greater detail in the original Engineer's Report dated December 31, 2001, on file in the office of the Clerk of the City of Merced.

Generally, the District lies in the northwestern portion of the City of Merced, north of Buena Vista Drive, south of Yosemite Avenue between Highway 59 and North "R" Street. The District is known as the Fahrens Park. The total area within the District consists of approximately 147 acres. The boundaries of the District are described in greater detail in the Reassessment Diagram contained in this Engineer's Report (Exhibit 7).

Improvement Bonds representing unpaid assessments on parcels within the District were authorized pursuant to Resolution No. 2001-63 adopted by the City Council on January 22, 2002 and the Improvement Bond Act of 1915 (Division 1 O of the California Streets and Highways Code) in the original principal amount of $5,914,453.00.

The City now intends to reassess and refinance all outstanding Improvement Bonds (2002 Limited Obligation Improvement Bonds) for the District to achieve savings for each property owner within the District by reducing the remaining annual debt service payments. The proceedings for the reassessment and refinancing will be conducted pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds (Division 11.5, Sections 9500 through 9707 of the California Streets and Highways Code) (the "Act").

The name of the Reassessment District is:

REFUNDING REASSESSMENT DISTRICT NO. 2004 (FAHRENS PARK)

Limited Obligation Improvement Bonds, representing unpaid reassessments on parcels within the District, will be issued in the manner and form as provided by the Act. The outstanding bonds and original assessments, will remain in full force and effect until superseded and supplanted by reassessments and the issuance of Refunding Bonds (Series 2004) validly and legally issued pursuant to the Act.

Pursuant to the provisions of the Act, and in accordance with Resolution No. 2004-__ , adopted by the City Council of the City of Merced on January 20, 2004, in connection with the proceedings for Reassessment District No. 2004 (Fahrens Park) Limited Obligation Improvement Bonds, the undersigned being the duly appointed Engineer of Work, submits herewith the following Engineer's Report for the Reassessment District, consisting of the Sections described below.

II. BONDS TO BE REFUNDED. TOTAL DEBT SERVICE SCHEDULE

The debt service schedule showing the unpaid principal and interest installments on the existing Bonds (Series 2002) to be refunded, and the total amounts thereof, is included as Exhibit 1, entitled "Bonds to be Refunded, Total Debt Service Schedule" pursuant to the requirements of Section 9523 (a) of the Streets and Highways Code.


Engineer's Report City of Merced Reassessment_District No. 2004 (Fahrens Park) ___________________________________________ Page 2 __

Ill. BONDS TO BE REFUNDED. TOTAL DEBT SERVICE SCHEDULE PER PARCEL

The debt service schedule (auditor's record) showing the schedule of principal and interest installments on all unpaid assessments to be refunded and the total amounts thereof for each parcel is included as Exhibit 2, entitled "Bonds to be Refunded - Debt Service Schedule per Parcel" pursuant to the requirements of Section 9523 (c) of the Streets and Highway Code.

IV. TOTAL ESTIMATED COST OF REFUNDING

The schedule showing the total estimated principal amount of the reassessment and of the Refunding Bonds and the maximum interest rate thereon, together with an estimate of the costs of the reassessment and of issuing the Refunding Bonds, including all costs of issuing the Refunding Bonds, is included as Exhibit 3, entitled "Total Estimated Reassessment Cost of Refunding" pursuant to the requirements of Section 9523 (b) of the Streets and Highway Code.

V. BONDS TO BE ISSUED. TOTAL DEBT SERVICE SCHEDULE

The debt service schedule of principal and interest installments on the new Bonds (Series 2004) to be issued, including the total amounts thereof, is included as Exhibit 4, entitled "Bonds to be Issued, Total Debt Service Schedule."

VI. BONDS TO BE ISSUED. TOTAL DEBT SERVICE SCHEDULE PER PARCEL

The debt service schedule showing the proposed principal and interest installments to be issued and the total amounts thereof, is included as Exhibit 5, entitled "Bonds to be Issued, Debt Service Schedule per Parcel." A schedule of delinquency amounts for those parcels with unpaid assessments is also included at the end of Exhibit 5.

VII. AUDITOR'S REASSESSMENT ROLL

A Reassessment Roll, listing the estimated amount of each reassessment by its corresponding Reassessment Number as shown on the Reassessment Diagram, is included as Exhibit 6, entitled "Auditor's Reassessment Roll" pursuant to the requirements of Section 9523 (d) of the Streets and Highway Code. The Reassessment Roll also lists the Assessor's Parcel Number (APN), as shown on the Assessor's Maps of the County of Merced, for each reassessed parcel.

VIII. REASSESSMENT DIAGRAM

The Reassessment Diagram showing the Reassessment District, including the boundaries and dimensions of the subdivisions of land within the District, is included as Exhibit 7, entitled "Reassessment Diagram" pursuant to the requirements of Section 9523 (e) of the Streets and Highway Code. Each parcel has an individual number on the Diagram.



IX. CERTIFICATIONS

Whereas, the City Council of the City of Merced, California, adopted, pursuant to the provisions of Division 11.5 of the "Refunding Act of 1984 for 1915 Improvement Act Bonds," Streets and Highways Code of the State of California, its Resolution of Intention No. 2004-__ , for the refinancing of all outstanding City of Merced Improvement Bonds (2002 Limited Obligation), in a Special Assessment District known and designated as:

REFUNDING REASSESSMENT DISTRICT NO. 2004 (Fahrens Park) (LIMITED OBLIGATION REFUNDING BONDS, NO. 2004)

Whereas, said Resolution of Intention, as required by law, directed Berryman & Henigar (the "Reassessment Engineer) to make and file a "Report."

Now, therefore, I, K. Dennis Klingelhofer, P.E., authorized representative of Berryman & Henigar, and the duly appointed Reassessment Engineer, submit herewith the "Report" for the District, and hereby submit the following:

(a) Notice is given that bonds will be issued in accordance with Division 11.5 of the "Refunding Act of 1984 for 1915 Improvement Act Bonds," Streets and Highways Code of the State of California, to represent all unpaid assessments, and the last installment of said bonds shall mature on the 2nd

day of September, 2022. Said bonds shall bear interest at a rate not to exceed the current legal maximum rate of twelve (12) percent per annum.

(b) By virtue of the authority contained in said "Refunding Act of 1984 for 1915 Improvement Act Bonds," and by further direction and order of the legislative body, I hereby make the following Reassessment to cover the costs and expenses of the works of improvement as initially authorized, and as revised for these proceedings, for the District based on costs and expenses as set forth in this "Report." The following conditions necessary for compliance under the Refunding Act have been satisfied:

(1) That each estimated annual installment of principal and interest on the reassessment, is less than the corresponding annual installment of principal and interest on the portion of the original assessment being superseded, by the same percentage for all subdivisions of land within the district.

(2) That 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 being refunded.

(3) That the principal amount of the reassessment on each subdivision of land within the 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 district.

(c) An annual administration charge in an amount not to exceed two percent 2.0% of the annual debt service per lot or parcel per installment may be made to cover necessary collection and administrative costs of the District, not otherwise reimbursed.

(d) The "Method of Spread of Reassessment" is proportional to the original principal assessment for each parcel.

(e) For particulars as to the individual reassessments and their descriptions, reference is made to the Exhibit attached hereto, being Exhibit 6, entitled "Auditor's Reassessment Roll."



In conclusion, it is my opinion that the reassessments for the above-referenced Reassessment District have been spread in accordance with the benefits that each parcel received from the works of improvement of the District as originally applied.

BERRYMAN & HENIGAR

By:~~~~~~~~~~ K. Dennis Klingelhofer, P.E. Engineer of Work R.C.E. No. 50255

Dated: _____________ , 2004



PRELIMINARY APPROVAL

I, , Clerk of the City of Merced, California, hereby certify that the foregoing Engineer's Report, together with the Reassessment Roll and Reassessment Diagram, was filed in the Office of the Clerk of the City on the day of , 2004.

City of Merced State of California

I, , Clerk of the City of Merced, California, hereby certify that the foregoing Engineer's Report received preliminary approval by the City Council of the Merced, California, on the ___ day of , 2004.




FINAL APPROVAL

I, , Clerk of the City of Merced, California, hereby certify that the Reassessment Roll as submitted herein, was approved and confirmed by the City Council of the City of Merced, California, on the day of , 2004.


I, , Superintendent of Streets of the City of Merced, California, hereby certify that the foregoing Reassessment Roll, together with the Reassessment Diagram attached thereto, was filed in the Office of the Superintendent of Streets, on the day of , 2004.


I, , Clerk of the City of Merced, California, hereby certify that the Resolution confirming the Reassessment Roll, was recorded in the Office of the Merced County Auditor-Controller, on the ___ day of , 2004.


I, , Clerk of the City of Merced, California, hereby certify that the Notice of Reassessment and the Reassessment Diagram, were recorded in the Office of the Merced County Recorder, on the day of , 2004.




EXHIBIT 1

Bonds to Be Refunded Total Debt Service Schedule

Remaining Year Interest Rate Principal Principal Interest Total

2001/02 4.00% $0.00 $5,914,453.00 $181,515.00 $181,515.00 2002/03 4.00% $0.00 $5,914,453.00 $340,340.62 $340,340.62 2003/04 4.00% $194,453.00 $5,720,000.00 $340,340.62 $534, 793.62 2004/05 4.20% $195,000.00 $5,525,000.00 $332,562.50 $527,562.50 2005/06 4.50% $205,000.00 $5,320,000.00 $324,372.50 $529,372.50 2006/07 4.70% $215,000.00 $5, 105,000.00 $315,147.50 $530, 14 7.50 2007/08 4.90% $225,000.00 $4,880,000.00 $305,042.50 $530,042.50 2008/09 5.10% $235,000.00 $4,645,000.00 $294,017.50 $529,017.50 2009/10 5.25% $245,000.00 $4,400,000.00 $282,032.50 $527,032.50 2010/11 6.00% $260,000.00 $4, 140,000.00 $269, 170.00 $529, 170.00 2011/12 6.00% $275,000.00 $3,865,000.00 $253,570.00 $528,570.00 2012/13 6.00% $290,000.00 $3,575,000.00 $237,070.00 $527,070.00 2013/14 6.00% $310,000.00 $3,265,000.00 $219,670.00 $529,670.00 2014/15 6.00% $330,000.00 $2,935,000.00 $201 ,070.00 $531,070.00 2015/16 6.00% $350,000.00 $2,585,000.00 $181,270.00 $531,270.00 2016/17 6.20% $370,000.00 $2,215,000.00 $160,270.00 $530,270.00 2017/18 6.20% $390,000.00 $1 ,825,000.00 $137,330.00 $527,330.00 2018/19 6.20% $415,000.00 $1,410,000.00 $113,150.00 $528, 150.00 2019/20 6.20% $440,000.00 $970,000.00 $87,420.00 $527,420.00 2020/21 6.20% $470,000.00 $500,000.00 $60,140.00 $530, 140.00 2021 /22 6.20% $500,000.00 $0.00 $31,000.00 $531,000.00

$5,914,453.00 $4,666,501.24 $10,580,954.24



EXHIBIT 2

Bonds to Be Refunded Total Debt Service Schedule Per Parcel

Assessment Numbers: 2A to 14A, 16A to 26A, 28A to 62A, 72A to 81 A, 83A to 96A, 98A to 1 09A, 111 A to 122A, 124A to 133A, 135A to 136A, 315A to 317A Assessor's Parcel Numbers: 58-390-02 to 58-390-14, 58-390-16 to 58-390-26, 58-390-28 to 58-390-62, 58-400-02 to 58-400-11 , 58-400-13 to 58-400-26, 58-400-28 to 58-400-39, 58-400-41 to 58-400-52, 58-400-54 to 58-400-63, 58-400-65 to 58-400-66, 58-390-65 to Lien Amount: $ 11,881.13

Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 4.00% $364.63 $364.63 $0.00 $364.63 $11,881.13 2002/03 $0.00 4.00% $683.69 $683.69 $0.00 $683.69 $11,881.13 2003/04 $390.62 4.00% $683.69 $1,074.31 $0.00 $1,074.31 $11,490.51 2004/05 $391.72 4.20% $668.06 $1,059.78 $0.00 $1,059.78 $11,098.79 2005/06 $411.81 4.50% $651.61 $1,063.42 $0.00 $1,063.42 $10,686.98 2006/07 $431.90 4.70% $633.08 $1,064.98 $0.00 $1,064.98 $10,255.08 2007/08 $451.99 4.90% $612.78 $1,064.77 $0.00 $1,064.77 $9,803.09 2008/09 $472.08 5.10% $590.63 $1,062.71 $0.00 $1,062.71 $9,331.01 2009/10 $492.16 5.25% $566.56 $1,058.72 $0.00 $1,058.72 $8,838.85 2010/11 $522.30 6.00% $540.72 $1,063.01 $0.00 $1,063.01 $8,316.56 2011/12 $552.43 6.00% $509.38 $1,061.81 $0.00 $1,061.81 $7,764.13 2012/13 $582.56 6.00% $476.23 $1,058.79 $0.00 $1,058.79 $7, 181.57 2013/14 $622.74 6.00% $441.28 $1,064.02 $0.00 $1,064.02 $6,558.83 2014/15 $662.91 6.00% $403.92 $1,066.83 $0.00 $1,066.83 $5,895.92 2015/16 $703.09 6.00% $364.14 $1,067.23 $0.00 $1,067.23 $5,192.83 2016/17 $743.27 6.20% $321.96 $1,065.22 $0.00 $1,065.22 $4,449.56 2017/18 $783.44 6.20% $275.87 $1,059.32 $0.00 $1,059.32 $3,666.11 2018/19 $833.66 6.20% $227.30 $1,060.96 $0.00 $1,060.96 $2,832.45 2019/20 $883.89 6.20% $175.61 $1,059.50 $0.00 $1,059.50 $1,948.56 2020/21 $944.15 6.20% $120.81 $1,064.96 $0.00 $1,064.96 $1,004.41 2021/22 $1,004.41 6.20% $62.27 $1,066.69 $0.00 $1,066.69 $0.00

$11,881.13 $9,374.21 $21,255.34 $0.00 $21,255.34



Assessment Numbers: 158A to 165A, 167 A to 230A, 232A to 244A, 248A to 261 A, 263A to 285A, 287 A to 292A, 294A to 314A, 319A to 474A Assessor's Parcel Numbers: 58-411-19 to 58-411-26, 58-412-01 to 58-421-03, 58-422-01 to 58-422-13, 58-423-01 to 58-423-14, 58-423-16 to 58-425-06, 58-431-01 to 58-431-06, 58-432-01, 58-434-08, 58-441-02 to 58-455-01 Lien Amount: $ 9,788.47

Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 4.00% $300.41 $300.41 $0.00 $300.41 $9,788.47 2002/03 $0.00 4.00% $563.27 $563.27 $0.00 $563.27 $9,788.47 2003/04 $321.82 4.00% $563.27 $885.09 $0.00 $885.09 $9,466.65 2004/05 $322.73 4.20% $550.39 $873.12 $0.00 $873.12 $9,143.92 2005/06 $339.28 4.50% $536.84 $876.12 $0.00 $876.12 $8,804.65 2006/07 $355.83 4.70% $521.57 $877.40 $0.00 $877.40 $8,448.82 2007/08 $372.38 4.90% $504.85 $877.22 $0.00 $877.22 $8,076.44 2008/09 $388.93 5.10% $486.60 $875.53 $0.00 $875.53 $7,687.51 2009/10 $405.48 5.25% $466.77 $872.24 $0.00 $872.24 $7,282.04 2010/11 $430.30 6.00% $445.48 $875.78 $0.00 $875.78 $6,851.74 2011/12 $455.13 6.00% $419.66 $874.79 $0.00 $874.79 $6,396.61 2012/13 $479.95 6.00% $392.35 $872.31 $0.00 $872.31 $5,916.66 2013/14 $513.05 6.00% $363.56 $876.61 $0.00 $876.61 $5,403.60 2014/15 $546.15 6.00% $332.77 $878.93 $0.00 $878.93 $4,857.45 2015/16 $579.25 6.00% $300.00 $879.26 $0.00 $879.26 $4,278.20 2016/17 $612.35 6.20% $265.25 $877.60 $0.00 $877.60 $3,665.84 2017/18 $645.45 6.20% $227.28 $872.74 $0.00 $872.74 $3,020.39 2018/19 $686.83 6.20% $187.26 $874.09 $0.00 $874.09 $2,333.56 2019/20 $728.20 6.20% $144.68 $872.88 $0.00 $872.88 $1,605.36 2020/21 $777.85 6.20% $99.53 $877.39 $0.00 $877.39 $827.50 2021/22 $827.50 6.20% $51.31 $878.81 $0.00 $878.81 $0.00

$9,788.47 $7,723.10 $17,511.57 $0.00 $17,511.57


Engineer's Report City of Merced Reassessment _District No. 2004 (Fahrens Park)------------------------------------------ Page_ 1 O __

Assessment Numbers: 64A Assessor's Parcel Numbers: 58-020-01 Lien Amount: $ 234,923.31

Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 4.00% $7,209.81 $7,209.81 $0.00 $7,209.81 $234,923.31 2002/03 $0.00 4.00% $13,518.40 $13,518.40 $0.00 $13,518.40 $234,923.31 2003/04 $7,723.71 4.00% $13,518.40 $21,242.11 $0.00 $21,242.11 $227, 199.60 2004/05 $7,745.44 4.20% $13,209.45 $20,954.89 $0.00 $20,954.89 $219,454.16 2005/06 $8,142.64 4.50% $12,884.14 $21,026.79 $0.00 $21,026.79 $211,311.51 2006/07 $8,539.84 4.70% $12,517.72 $21,057.57 $0.00 $21,057.57 $202, 771 .67 2007/08 $8,937.05 4.90% $12, 116.35 $21,053.40 $0.00 $21,053.40 $193,834.62 2008/09 $9,334.25 5.10% $11,678.44 $21,012.69 $0.00 $21,012.69 $184,500.37 2009/10 $9,731.45 5.25% $11,202.39 $20,933.84 $0.00 $20,933.84 $174,768.92 2010/11 $10,327.25 6.00% $10,691.49 $21,018.74 $0.00 $21,018.74 $164,441.67 2011/12 $10,923.06 6.00% $10,071.85 $20,994.91 $0.00 $20,994.91 $153,518.61 2012/13 $11,518.86 6.00% $9,416.47 $20,935.33 $0.00 $20,935.33 $141,999.75 2013/14 $12,313.26 6.00% $8,725.34 $21,038.60 $0.00 $21,038.60 $129,686.48 2014/15 $13, 107.67 6.00% $7,986.54 $21,094.21 $0.00 $21,094.21 $116,578.81 2015/16 $13,902.07 6.00% $7,200.08 $21, 102.16 $0.00 $21, 102.16 $102,676.74 2016/17 $14,696.48 6.20% $6,365.96 $21,062.44 $0.00 $21,062.44 $87,980.26 2017/18 $15,490.88 6.20% $5,454.78 $20,945.66 $0.00 $20,945.66 $72,489.38 2018/19 $16,483.89 6.20% $4,494.34 $20,978.23 $0.00 $20,978.23 $56,005.49 2019/20 $17,476.89 6.20% $3,472.34 $20,949.23 $0.00 $20,949.23 $38,528.60 2020/21 $18,668.50 6.20% $2,388.77 $21,057.27 $0.00 $21,057.27 $19,860.10 2021/22 $19,860.10 6.20% $1,231.33 $21,091.43 $0.00 $21,091.43 $0.00

$234,923.31 $185,354.41 $420,277. 72 $0.00 $420,277.72


Engineer's Report City of Merced Reassessment_District No. 2004 (Fahrens Park) __________________________________________ Page_11 ___

Assessment Numbers: 68A Assessor's Parcel Numbers: 58-020-1 O Lien Amount: $ 17,500.00

Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 4.00% $537.08 $537.08 $0.00 $537.08 $17,500.00 2002/03 $0.00 4.00% $1,007.02 $1,007.02 $0.00 $1,007.02 $17,500.00 2003/04 $575.36 4.00% $1,007.02 $1,582.38 $0.00 $1,582.38 $16,924.64 2004/05 $576.98 4.20% $984.00 $1,560.98 $0.00 $1,560.98 $16,347.67 2005/06 $606.56 4.50% $959.77 $1,566.34 $0.00 $1,566.34 $15,741.10 2006/07 $636.15 4.70% $932.48 $1,568.63 $0.00 $1,568.63 $15, 104.95 2007/08 $665.74 4.90% $902.58 $1,568.32 $0.00 $1,568.32 $14,439.21 2008/09 $695.33 5.10% $869.95 $1,565.29 $0.00 $1,565.29 $13,743.87 2009/10 $724.92 5.25% $834.49 $1,559.41 $0.00 $1,559.41 $13,018.96 2010/11 $769.30 6.00% $796.43 $1,565.74 $0.00 $1,565.74 $12,249.65 2011/12 $813.68 6.00% $750.28 $1,563.96 $0.00 $1,563.96 $11,435.97 2012/13 $858.07 6.00% $701.46 $1,559.52 $0.00 $1,559.52 $10,577.90 2013/14 $917.24 6.00% $649.97 $1,567.22 $0.00 $1,567.22 $9,660.66 2014/15 $976.42 6.00% $594.94 $1,571.36 $0.00 $1,571.36 $8,684.24 2015/16 $1,035.60 6.00% $536.35 $1,571.95 $0.00 $1,571.95 $7,648.64 2016/17 $1,094.78 6.20% $474.22 $1,568.99 $0.00 $1,568.99 $6,553.86 2017/18 $1, 153.95 6.20% $406.34 $1,560.29 $0.00 $1,560.29 $5,399.91 2018/19 $1,227.92 6.20% $334.79 $1,562.72 $0.00 $1,562.72 $4, 171.98 2019/20 $1,301.90 6.20% $258.66 $1,560.56 $0.00 $1,560.56 $2,870.09 2020/21 $1,390.66 6.20% $177.95 $1,568.61 $0.00 $1,568.61 $1,479.43 2021/22 $1,479.43 6.20% $91.72 $1,571.15 $0.00 $1,571.15 $0.00

$17,500.00 $13,807.49 $31,307.49 $0.00 $31,307.49


Engineer's Report City of Merced Reassessment _District No. 2004 (Fahrens Park)------------------------------------------ Page_ 12 __

Assessment Numbers: 70A Assessor's Parcel Numbers: 58-290-08 Lien Amount: $ 39, 133.00

Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 4.00% $1,200.99 $1,200.99 $0.00 $1,200.99 $39, 133.00 2002/03 $0.00 4.00% $2,251.86 $2,251.86 $0.00 $2,251.86 $39, 133.00 2003/04 $1,286.60 4.00% $2,251.86 $3,538.46 $0.00 $3,538.46 $37,846.40 2004/05 $1,290.22 4.20% $2,200.40 $3,490.62 $0.00 $3,490.62 $36,556.18 2005/06 $1,356.38 4.50% $2, 146.21 $3,502.60 $0.00 $3,502.60 $35,199.80 2006/07 $1,422.55 4.70% $2,085.17 $3,507.72 $0.00 $3,507.72 $33,777.25 2007/08 $1,488.71 4.90% $2,018.31 $3,507.03 $0.00 $3,507.03 $32,288.54 2008/09 $1,554.88 5.10% $1,945.37 $3,500.25 $0.00 $3,500.25 $30,733.66 2009/10 $1,621.04 5.25% $1,866.07 $3,487.11 $0.00 $3,487.11 $29, 112.62 2010/11 $1,720.29 6.00% $1,780.96 $3,501.26 $0.00 $3,501.26 $27,392.33 2011/12 $1,819.54 6.00% $1,677.75 $3,497.29 $0.00 $3,497.29 $25,572.79 2012/13 $1,918.79 6.00% $1,568.57 $3,487.36 $0.00 $3,487.36 $23,654.00 2013/14 $2,051.12 6.00% $1,453.45 $3,504.56 $0.00 $3,504.56 $21,602.88 2014/15 $2, 183.45 6.00% $1,330.38 $3,513.83 $0.00 $3,513.83 $19,419.44 2015/16 $2,315.78 6.00% $1,199.37 $3,515.15 $0.00 $3,515.15 $17, 103.66 2016/17 $2,448.11 6.20% $1,060.43 $3,508.53 $0.00 $3,508.53 $14,655.56 2017/18 $2,580.44 6.20% $908.64 $3,489.08 $0.00 $3,489.08 $12,075.12 2018/19 $2,745.85 6.20% $748.66 $3,494.51 $0.00 $3,494.51 $9,329.27 2019/20 $2,911.26 6.20% $578.41 $3,489.68 $0.00 $3,489.68 $6,418.01 2020/21 $3, 109.76 6.20% $397.92 $3,507.67 $0.00 $3,507.67 $3,308.25 2021/22 $3,308.25 6.20% $205.11 $3,513.36 $0.00 $3,513.36 $0.00

$39, 133.00 $30,875.92 $70,008.92 $0.00 $70,008.92


Engineer's Report City of Merced Reassessment_District No. 2004 (Fahrens Park) __________________________________________ Page_13 __


Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 4.00% $12,917.58 $12,917.58 $0.00 $12,917.58 $420,904.16 2002/03 $0.00 4.00% $24,220.46 $24,220.46 $0.00 $24,220.46 $420,904.16 2003/04 $13,838.32 4.00% $24,220.46 $38,058.78 $0.00 $38,058.78 $407,065.84 2004/05 $13,877.24 4.20% $23,666.93 $37,544.17 $0.00 $37,544.17 $393, 188.60 2005/06 $14,588.90 4.50% $23,084.08 $37,672.98 $0.00 $37,672.98 $378,599. 70 2006/07 $15,300.55 4.70% $22,427.58 $37,728.14 $0.00 $37,728.14 $363,299.15 2007/08 $16,012.21 4.90% $21,708.46 $37,720.66 $0.00 $37,720.66 $347,286.94 2008/09 $16,723.86 5.10% $20,923.86 $37,647.72 $0.00 $37,647.72 $330,563.08 2009/10 $17,435.51 5.25% $20,070.94 $37,506.46 $0.00 $37,506.46 $313,127.57 2010/11 $18,502.99 6.00% $19,155.58 $37,658.57 $0.00 $37,658.57 $294,624.58 2011/12 $19,570.47 6.00% $18,045.40 $37,615.87 $0.00 $37,615.87 $275,054.11 2012/13 $20,637.95 6.00% $16,871.17 $37,509.12 $0.00 $37,509.12 $254,416.15 2013/14 $22,061.26 6.00% $15,632.89 $37,694.15 $0.00 $37,694.15 $232,354.89 2014/15 $23,484.57 6.00% $14,309.22 $37,793.79 $0.00 $37,793.79 $208,870.32 2015/16 $24,907.87 6.00% $12,900.14 $37,808.02 $0.00 $37,808.02 $183,962.45 2016/17 $26,331.18 6.20% $11,405.67 $37,736.85 $0.00 $37,736.85 $157,631.27 2017/18 $27,754.49 6.20% $9,773.14 $37,527.63 $0.00 $37,527.63 $129,876.78 2018/19 $29,533.62 6.20% $8,052.36 $37,585.98 $0.00 $37,585.98 $100,343.15 2019/20 $31,312.76 6.20% $6,221.28 $37,534.03 $0.00 $37,534.03 $69,030.40 2020/21 $33,447.72 6.20% $4,279.88 $37,727.60 $0.00 $37,727.60 $35,582.68 2021/22 $35,582.68 6.20% $2,206.13 $37,788.80 $0.00 $37,788.80 $0.00

$420,904.16 $332,093.23 $752,997.39 $0.00 $752,997.39


Engineer's Report City of Merced Reassessment_District No. 2004 (Fahrens Park) __________________________________________ Page_14 __


Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 4.00% $19,226.17 $19,226.17 $0.00 $19,226.17 $626,462.07 2002/03 $0.00 4.00% $36,049.06 $36,049.06 $0.00 $36,049.06 $626,462.07 2003/04 $20,596.57 4.00% $36,049.06 $56,645.63 $0.00 $56,645.63 $605,865.50 2004/05 $20,654.51 4.20% $35,225.20 $55,879.71 $0.00 $55,879.71 $585,211.00 2005/06 $21,713.71 4.50% $34,357.71 $56,071.42 $0.00 $56,071.42 $563,497.29 2006/07 $22,772.92 4.70% $33,380.59 $56, 153.51 $0.00 $56, 153.51 $540,724.37 2007/08 $23,832.12 4.90% $32,310.27 $56,142.39 $0.00 $56,142.39 $516,892.25 2008/09 $24,891.33 5.10% $31,142.49 $56,033.82 $0.00 $56,033.82 $492,000.92 2009/10 $25,950.53 5.25% $29,873.04 $55,823.57 $0.00 $55,823.57 $466,050.39 2010/11 $27,539.34 6.00% $28,510.63 $56,049.97 $0.00 $56,049.97 $438,511.05 2011/12 $29, 128.15 6.00% $26,858.27 $55,986.42 $0.00 $55,986.42 $409,382.90 2012/13 $30,716.96 6.00% $25,110.58 $55,827.54 $0.00 $55,827.54 $378,665.94 2013/14 $32,835.37 6.00% $23,267.57 $56,102.93 $0.00 $56, 102.93 $345,830.57 2014/15 $34,953.78 6.00% $21,297.44 $56,251.22 $0.00 $56,251.22 $310,876.79 2015/16 $37,072.19 6.00% $19,200.22 $56,272.41 $0.00 $56,272.41 $273,804.60 2016/17 $39,190.60 6.20% $16,975.89 $56, 166.49 $0.00 $56, 166.49 $234,614.00 2017/18 $41,309.01 6.20% $14,546.07 $55,855.08 $0.00 $55,855.08 $193,304.99 2018/19 $43,957.03 6.20% $11,984.91 $55,941.93 $0.00 $55,941.93 $149,347.96 2019/20 $46,605.04 6.20% $9,259.57 $55,864.61 $0.00 $55,864.61 $102,742.93 2020/21 $49,782.65 6.20% $6,370.06 $56, 152.72 $0.00 $56, 152.72 $52,960.27 2021/22 $52,960.27 6.20% $3,283.54 $56,243.81 $0.00 $56,243.81 $0.00

$626,462.07 $494,278.34 $1,120,740.41 $0.00 $1,120,740.41



Assessment Numbers: 140A to 157 A Assessor's Parcel Numbers: 58-411-01 to 58-411-18 Lien Amount: $ 9,788.48

Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 4.00% $300.41 $300.41 $0.00 $300.41 $9,788.48 2002/03 $0.00 4.00% $563.27 $563.27 $0.00 $563.27 $9,788.48 2003/04 $321.82 4.00% $563.27 $885.09 $0.00 $885.09 $9,466.66 2004/05 $322.73 4.20% $550.39 $873.12 $0.00 $873.12 $9,143.93 2005/06 $339.28 4.50% $536.84 $876.12 $0.00 $876.12 $8,804.65 2006/07 $355.83 4.70% $521.57 $877.40 $0.00 $877.40 $8,448.83 2007/08 $372.38 4.90% $504.85 $877.23 $0.00 $877.23 $8,076.45 2008/09 $388.93 5.10% $486.60 $875.53 $0.00 $875.53 $7,687.52 2009/10 $405.48 5.25% $466.77 $872.24 $0.00 $872.24 $7,282.04 2010/11 $430.30 6.00% $445.48 $875.78 $0.00 $875.78 $6,851.74 2011/12 $455.13 6.00% $419.66 $874.79 $0.00 $874.79 $6,396.61 2012/13 $479.95 6.00% $392.35 $872.31 $0.00 $872.31 $5,916.66 2013/14 $513.05 6.00% $363.56 $876.61 $0.00 $876.61 $5,403.61 2014/15 $546.15 6.00% $332.77 $878.93 $0.00 $878.93 $4,857.45 2015/16 $579.25 6.00% $300.00 $879.26 $0.00 $879.26 $4,278.20 2016/17 $612.35 6.20% $265.25 $877.60 $0.00 $877.60 $3,665.85 2017/18 $645.45 6.20% $227.28 $872.74 $0.00 $872.74 $3,020.39 2018/19 $686.83 6.20% $187.26 $874.09 $0.00 $874.09 $2,333.56 2019/20 $728.20 6.20% $144.68 $872.89 $0.00 $872.89 $1,605.36 2020/21 $777.85 6.20% $99.53 $877.39 $0.00 $877.39 $827.51 2021/22 $827.51 6.20% $51.31 $878.81 $0.00 $878.81 $0.00

$9,788.48 $7,723.11 $17,511.59 $0.00 $17,511.59



EXHIBIT 3

Total Estimated Cost of Refunding

Sources of Funds Par Amount of Bonds Outstanding Reserve Fund Prior Capitalized Interest Fund December 2003 Collection

Total Sources of Funds

Uses of Funds Cost of Escrow Securities Reserve Fund Underwriter's Discount Cost of Issuance

Total Uses of Funds

Adjustment

P:\$Projects\MERCED\FY03-04\Fahrens Park Refunding\engineers report\fer_refunding_rev.doc

$5, 715,000.00 $534,793.62

$87,546.20 $187, 177.77

$6,524,517.59

$6,262,056.90 $61,217.48 $91,440.00

$109,500.00

$6,524,214.38

$303.21

Berryman & Henigar, Inc


EXHIBIT 4

Bonds to Be Issued Total Debt Service Schedule

Remaining Year Interest Rate Principal Principal Interest Total

2001/02 $0.00 $5,715,000.00 $0.00 2002/03 $0.00 $5,715,000.00 $0.00 2003/04 $0.00 $5,715,000.00 $151,658.33 $151,658.33 2004/05 2.25% $220,000.00 $5,495,000.00 $272,985.00 $492,985.00 2005/06 2.75% $230,000.00 $5,265,000.00 $268,035.00 $498,035.00 2006/07 3.10% $235,000.00 $5,030,000.00 $261,710.00 $496,710.00 2007/08 3.40% $245,000.00 $4, 785,000.00 $254,425.00 $499,425.00 2008/09 3.60% $250,000.00 $4,535,000.00 $246,095.00 $496,095.00 2009/10 4.00% $255,000.00 $4,280,000.00 $237,095.00 $492,095.00 2010/11 4.25% $270,000.00 $4,010,000.00 $226,895.00 $496,895.00 2011/12 4.50% $280,000.00 $3,730,000.00 $215,420.00 $495,420.00 2012/13 4.75% $290,000.00 $3,440,000.00 $202,820.00 $492,820.00 2013/14 4.90% $310,000.00 $3, 130,000.00 $189,045.00 $499,045.00 2014/15 5.10% $325,000.00 $2,805,000.00 $173,855.00 $498,855.00 2015/16 5.25% $340,000.00 $2,465,000.00 $157,280.00 $497,280.00 2016/17 5.40% $360,000.00 $2, 105,000.00 $139,430.00 $499,430.00 2017/18 5.50% $375,000.00 $1,730,000.00 $119,990.00 $494,990.00 2018/19 5.60% $395,000.00 $1 ,335,000.00 $99,365.00 $494,365.00 2019/20 5.70% $420,000.00 $915,000.00 $77,245.00 $497,245.00 2020/21 5.80% $445,000.00 $470,000.00 $53,305.00 $498,305.00 2021 /22 5.85% $470,000.00 $0.00 $27,495.00 $497,495.00

$5, 715,000.00 $3,37 4, 148.33 $9,089, 148.33



EXHIBIT 5

Bonds to Be Issued Total Debt Service Schedule Per Parcel

Assessment Numbers: 2A to 14A, 16A to 26A, 28A to 62A, 72A to 81 A, 83A to 96A, 98A to 109A, 111 A to 122A, 124A to 133A, 135A to 136A, 315A to 317A Assessor's Parcel Numbers: 58-390-02 to 58-390-14, 58-390-16 to 58-390-26, 58-390-28 to 58-390-62, 58-400-02 to 58-400-11, 58-400-13 to 58-400-26, 58-400-28 to 58-400-39, 58-400-41 to 58-400-52, 58-400-54 to 58-400-63, 58-400-65 to 58-400-66, 58-390-65 to Lien Amount: $ 11,490.51

Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $11,490.51 2002/03 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $11,490.51 2003/04 $0.00 0.00% $304.92 $304.92 $0.00 $304.92 $11,490.51 2004/05 $442.33 2.25% $548.86 $991.19 $0.00 $991.19 $11,048.18 2005/06 $462.44 2.75% $538.91 $1,001.34 $0.00 $1,001.34 $10,585.75 2006/07 $472.49 3.10% $526.19 $998.68 $0.00 $998.68 $10,113.26 2007/08 $492.59 3.40% $511.54 $1,004.14 $0.00 $1,004.14 $9,620.66 2008/09 $502.65 3.60% $494.80 $997.44 $0.00 $997.44 $9,118.02 2009/10 $512.70 4.00% $476.70 $989.40 $0.00 $989.40 $8,605.32 2010/11 $542.86 4.25% $456.19 $999.05 $0.00 $999.05 $8,062.46 2011/12 $562.96 4.50% $433.12 $996.09 $0.00 $996.09 $7,499.49 2012/13 $583.07 4.75% $407.79 $990.86 $0.00 $990.86 $6,916.42 2013/14 $623.28 4.90% $380.09 $1,003.37 $0.00 $1,003.37 $6,293.14 2014/15 $653.44 5.10% $349.55 $1,002.99 $0.00 $1,002.99 $5,639.70 2015/16 $683.60 5.25% $316.23 $999.83 $0.00 $999.83 $4,956.10 2016/17 $723.81 5.40% $280.34 $1,004.15 $0.00 $1,004.15 $4,232.29 2017/18 $753.97 5.50% $241.25 $995.22 $0.00 $995.22 $3,478.32 2018/19 $794.18 5.60% $199.78 $993.96 $0.00 $993.96 $2,684.13 2019/20 $844.45 5.70% $155.31 $999.75 $0.00 $999.75 $1,839.69 2020/21 $894.71 5.80% $107.17 $1,001.89 $0.00 $1,001.89 $944.98 2021/22 $944.98 5.85% $55.28 $1,000.26 $0.00 $1,000.26 $0.00

$11,490.51 $6,784.02 $18,274.53 $0.00 $18,274.53



Assessment Numbers: 158A to 165A, 167A to 230A, 232A to 244A, 248A to 261A, 263A to 285A, 287A to 292A, 294A to 314A, 319A to 474A Assessor's Parcel Numbers: 58-411-19 to 58-411-26, 58-412-01 to 58-421-03, 58-422-01 to 58-422-13, 58-423-01 to 58-423-14, 58-423-16 to 58-425-06, 58-431-01 to 58-431-06, 58-432-01, 58-434-08, 58-441-02 to 58-455-01 Lien Amount: $ 9,466.66

Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $9,466.66 2002/03 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $9,466.66 2003/04 $0.00 0.00% $251.22 $251.22 $0.00 $251.22 $9,466.66 2004/05 $364.42 2.25% $452.19 $816.61 $0.00 $816.61 $9, 102.24 2005/06 $380.99 2.75% $443.99 $824.97 $0.00 $824.97 $8,721.25 2006/07 $389.27 3.10% $433.51 $822.78 $0.00 $822.78 $8,331.99 2007/08 $405.83 3.40% $421.44 $827.28 $0.00 $827.28 $7,926.15 2008/09 $414.11 3.60% $407.65 $821.76 $0.00 $821.76 $7,512.04 2009/10 $422.40 4.00% $392.74 $815.13 $0.00 $815.13 $7,089.64 2010/11 $447.24 4.25% $375.84 $823.09 $0.00 $823.09 $6,642.40 2011/12 $463.81 4.50% $356.83 $820.64 $0.00 $820.64 $6, 178.59 2012/13 $480.37 4.75% $335.96 $816.34 $0.00 $816.34 $5,698.22 2013/14 $513.50 4.90% $313.15 $826.65 $0.00 $826.65 $5, 184.71 2014/15 $538.35 5.10% $287.98 $826.33 $0.00 $826.33 $4,646.37 2015/16 $563.20 5.25% $260.53 $823.72 $0.00 $823.72 $4,083.17 2016/17 $596.33 5.40% $230.96 $827.29 $0.00 $827.29 $3,486.85 2017/18 $621.17 5.50% $198.76 $819.93 $0.00 $819.93 $2,865.67 2018/19 $654.30 5.60% $164.59 $818.90 $0.00 $818.90 $2,211.37 2019/20 $695.71 5.70% $127.95 $823.67 $0.00 $823.67 $1,515.66 2020/21 $737.12 5.80% $88.30 $825.42 $0.00 $825.42 $778.54 2021/22 $778.54 5.85% $45.54 $824.08 $0.00 $824.08 $0.00

$9,466.66 $5,589.14 $15,055.80 $0.00 $15,055.80


Engineer's Report City of Merced Reassessment_District No. 2004 (Fahrens Park)------------------------------------------ Page _20 __


Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $227,199.58 2002/03 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $227,199.58 2003/04 $0.00 0.00% $6,029.17 $6,029.17 $0.00 $6,029.17 $227,199.58 2004/05 $8,746.09 2.25% $10,852.51 $19,598.60 $0.00 $19,598.60 $218,453.49 2005/06 $9, 143.64 2.75% $10,655. 72 $19,799.36 $0.00 $19,799.36 $209,309.85 2006/07 $9,342.41 3.10% $10,404.27 $19,746.68 $0.00 $19,746.68 $199,967.43 2007/08 $9,739.96 3.40% $10,114.65 $19,854.62 $0.00 $19,854.62 $190,227.47 2008/09 $9,938.74 3.60% $9,783.50 $19,722.24 $0.00 $19,722.24 $180,288. 73 2009/10 $10,137.51 4.00% $9,425.70 $19,563.22 $0.00 $19,563.22 $170,151.22 2010/11 $10,733.84 4.25% $9,020.20 $19,754.04 $0.00 $19,754.04 $159,417.38 2011/12 $11, 131.39 4.50% $8,564.01 $19,695.40 $0.00 $19,695.40 $148,285.99 2012/13 $11,528.94 4.75% $8,063.10 $19,592.04 $0.00 $19,592.04 $136,757.05 2013/14 $12,324.04 4.90% $7,515.48 $19,839.51 $0.00 $19,839.51 $124,433.02 2014/15 $12,920.36 5.10% $6,911.60 $19,831.96 $0.00 $19,831.96 $111,512.65 2015/16 $13,516.69 5.25% $6,252.66 $19,769.35 $0.00 $19,769.35 $97,995.97 2016/17 $14,311.78 5.40% $5,543.03 $19,854.82 $0.00 $19,854.82 $83,684.18 2017/18 $14,908.11 5.50% $4,770.20 $19,678.31 $0.00 $19,678.31 $68,776.08 2018/19 $15,703.21 5.60% $3,950.25 $19,653.46 $0.00 $19,653.46 $53,072.87 2019/20 $16,697.08 5.70% $3,070.87 $19,767.95 $0.00 $19,767.95 $36,375.79 2020/21 $17,690.96 5.80% $2, 119.14 $19,810.09 $0.00 $19,810.09 $18,684.83 2021/22 $18,684.83 5.85% $1,093.06 $19,777.89 $0.00 $19,777.89 $0.00

$227,199.58 $134,139.12 $361 ,338. 70 $0.00 $361,338.70


Engineer's Report City of Merced Reassessment_District No. 2004 (Fahrens Park)------------------------------------------ Page _21 ___

Assessment Numbers: 68A Assessor's Parcel Numbers: 58-020-1 O Lien Amount: $ 16,924.64

Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $16,924.64 2002/03 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $16,924.64 2003/04 $0.00 0.00% $449.13 $449.13 $0.00 $449.13 $16,924.64 2004/05 $651.52 2.25% $808.43 $1,459.95 $0.00 $1,459.95 $16,273.12 2005/06 $681.13 2.75% $793.77 $1,474.90 $0.00 $1,474.90 $15,591.99 2006/07 $695.94 3.10% $775.04 $1,470.98 $0.00 $1,470.98 $14,896.05 2007/08 $725.55 3.40% $753.46 $1,479.02 $0.00 $1,479.02 $14, 170.50 2008/09 $740.36 3.60% $728.80 $1,469.16 $0.00 $1,469.16 $13,430.14 2009/10 $755.17 4.00% $702.14 $1,457.31 $0.00 $1,457.31 $12,674.97 2010/11 $799.59 4.25% $671.94 $1,471.53 $0.00 $1,471.53 $11,875.38 2011/12 $829.20 4.50% $637.95 $1,467.16 $0.00 $1,467.16 $11,046.18 2012/13 $858.82 4.75% $600.64 $1,459.46 $0.00 $1,459.46 $10, 187.36 2013/14 $918.05 4.90% $559.85 $1,477.89 $0.00 $1,477.89 $9,269.31 2014/15 $962.47 5.10% $514.86 $1,477.33 $0.00 $1,477.33 $8,306.84 2015/16 $1,006.89 5.25% $465.78 $1,472.67 $0.00 $1,472.67 $7,299.95 2016/17 $1,066.12 5.40% $412.91 $1,479.03 $0.00 $1,479.03 $6,233.84 2017/18 $1, 110.54 5.50% $355.34 $1,465.88 $0.00 $1,465.88 $5, 123.29 2018/19 $1,169.77 5.60% $294.26 $1,464.03 $0.00 $1,464.03 $3,953.52 2019/20 $1,243.81 5.70% $228.76 $1,472.56 $0.00 $1,472.56 $2,709.72 2020/21 $1,317.84 5.80% $157.86 $1,475.70 $0.00 $1,475.70 $1,391.88 2021/22 $1,391.88 5.85% $81.42 $1,473.30 $0.00 $1,473.30 $0.00

$16,924.64 $9,992.34 $26,916.98 $0.00 $26,916.98




Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $37,846.40 2002/03 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $37,846.40 2003/04 $0.00 0.00% $1,004.33 $1,004.33 $0.00 $1,004.33 $37,846.40 2004/05 $1,456.90 2.25% $1,807.79 $3,264.69 $0.00 $3,264.69 $36,389.50 2005/06 $1,523.13 2.75% $1,775.01 $3,298.13 $0.00 $3,298.13 $34,866.37 2006/07 $1,556.24 3.10% $1,733.12 $3,289.36 $0.00 $3,289.36 $33,310.13 2007/08 $1,622.46 3.40% $1,684.88 $3,307.34 $0.00 $3,307.34 $31,687.67 2008/09 $1,655.57 3.60% $1,629.71 $3,285.29 $0.00 $3,285.29 $30,032.10 2009/10 $1,688.68 4.00% $1,570.11 $3,258.80 $0.00 $3,258.80 $28,343.41 2010/11 $1,788.02 4.25% $1,502.56 $3,290.58 $0.00 $3,290.58 $26,555.39 2011/12 $1,854.24 4.50% $1,426.57 $3,280.82 $0.00 $3,280.82 $24,701.15 2012/13 $1,920.46 4.75% $1,343.13 $3,263.60 $0.00 $3,263.60 $22,780.69 2013/14 $2,052.91 4.90% $1,251.91 $3,304.82 $0.00 $3,304.82 $20,727.77 2014/15 $2,152.24 5.10% $1,151.32 $3,303.56 $0.00 $3,303.56 $18,575.53 2015/16 $2,251.58 5.25% $1,041.55 $3,293.13 $0.00 $3,293.13 $16,323.95 2016/17 $2,384.03 5.40% $923.35 $3,307.37 $0.00 $3,307.37 $13,939.93 2017/18 $2,483.36 5.50% $794.61 $3,277.97 $0.00 $3,277.97 $11,456.57 2018/19 $2,615.81 5.60% $658.02 $3,273.83 $0.00 $3,273.83 $8,840.76 2019/20 $2,781.36 5.70% $511.54 $3,292.90 $0.00 $3,292.90 $6,059.40 2020/21 $2,946.92 5.80% $353.00 $3,299.92 $0.00 $3,299.92 $3, 112.48 2021/22 $3, 112.48 5.85% $182.08 $3,294.56 $0.00 $3,294.56 $0.00

$37,846.40 $22,344.60 $60,191.00 $0.00 $60,191.00




Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $407,065.84 2002/03 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $407,065.84 2003/04 $0.00 0.00% $10,802.26 $10,802.26 $0.00 $10,802.26 $407,065.84 2004/05 $15,670.08 2.25% $19,444.07 $35,114.15 $0.00 $35,114.15 $391,395. 76 2005/06 $16,382.35 2.75% $19,091.49 $35,473.85 $0.00 $35,473.85 $375,013.41 2006/07 $16,738.49 3.10% $18,640.98 $35,379.47 $0.00 $35,379.47 $358,274.92 2007/08 $17,450.77 3.40% $18, 122.09 $35,572.85 $0.00 $35,572.85 $340,824.15 2008/09 $17,806.90 3.60% $17,528. 76 $35,335.67 $0.00 $35,335.67 $323,017.25 2009/10 $18, 163.04 4.00% $16,887.71 $35,050.75 $0.00 $35,050.75 $304,854.21 2010/11 $19,231.46 4.25% $16,161.19 $35,392.65 $0.00 $35,392.65 $285,622. 75 2011/12 $19,943.73 4.50% $15,343.85 $35,287.59 $0.00 $35,287.59 $265,679.02 2012/13 $20,656.01 4.75% $14,446.39 $35, 102.39 $0.00 $35,102.39 $245,023.01 2013/14 $22,080.56 4.90% $13,465.23 $35,545.79 $0.00 $35,545.79 $222,942.45 2014/15 $23,148.98 5.10% $12,383.28 $35,532.25 $0.00 $35,532.25 $199 ,793.4 7 2015/16 $24,217.39 5.25% $11,202.68 $35,420.07 $0.00 $35,420.07 $175,576.08 2016/17 $25,641.94 5.40% $9,931.27 $35,573.21 $0.00 $35,573.21 $149,934.14 2017/18 $26,710.36 5.50% $8,546.60 $35,256.96 $0.00 $35,256.96 $123,223. 78 2018/19 $28,134.91 5.60% $7,077.53 $35,212.44 $0.00 $35,212.44 $95,088.87 2019/20 $29,915.60 5.70% $5,501.98 $35,417.58 $0.00 $35,417.58 $65, 173.27 2020/21 $31,696.29 5.80% $3,796.79 $35,493.08 $0.00 $35,493.08 $33,476.98 2021/22 $33,476.98 5.85% $1,958.40 $35,435.38 $0.00 $35,435.38 $0.00

$407,065.84 $240,332.55 $647,398.39 $0.00 $64 7 ,398.39




Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $605,865.50 2002/03 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $605,865.50 2003/04 $0.00 0.00% $16,077.79 $16,077.79 $0.00 $16,077.79 $605,865.50 2004/05 $23,322.91 2.25% $28,940.02 $52,262.92 $0.00 $52,262.92 $582,542.59 2005/06 $24,383.04 2.75% $28,415.25 $52,798.29 $0.00 $52,798.29 $558, 159.56 2006/07 $24,913.10 3.10% $27,744.72 $52,657.82 $0.00 $52,657.82 $533,246.45 2007/08 $25,973.24 3.40% $26,972.41 $52,945.65 $0.00 $52,945.65 $507,273.21 2008/09 $26,503.30 3.60% $26,089.32 $52,592.62 $0.00 $52,592.62 $480, 769.91 2009/10 $27,033.37 4.00% $25, 135.20 $52, 168.57 $0.00 $52,168.57 $453, 736.54 2010/11 $28,623.57 4.25% $24,053.87 $52,677.43 $0.00 $52,677.43 $425, 112.98 2011/12 $29,683.70 4.50% $22,837.37 $52,521.06 $0.00 $52,521.06 $395,429.28 2012/13 $30,743.83 4.75% $21,501.60 $52,245.43 $0.00 $52,245.43 $364,685.45 2013/14 $32,864.10 4.90% $20,041.27 $52,905.36 $0.00 $52,905.36 $331,821.35 2014/15 $34,454.29 5.10% $18,430.93 $52,885.22 $0.00 $52,885.22 $297,367.06 2015/16 $36,044.49 5.25% $16,673.76 $52,718.25 $0.00 $52,718.25 $261,322.56 2016/17 $38,164.76 5.40% $14,781.42 $52,946.18 $0.00 $52,946.18 $223, 157.81 2017/18 $39,754.95 5.50% $12,720.53 $52,475.48 $0.00 $52,475.48 $183,402.85 2018/19 $41,875.22 5.60% $10,534.00 $52,409.22 $0.00 $52,409.22 $141,527.64 2019/20 $44,525.55 5.70% $8, 188.99 $52,714.54 $0.00 $52,714.54 $97,002.09 2020/21 $47,175.88 5.80% $5,651.03 $52,826.91 $0.00 $52,826.91 $49,826.21 2021/22 $49,826.21 5.85% $2,914.83 $52,741.04 $0.00 $52,741.04 $0.00

$605,865.50 $357, 704.30 $963,569.80 $0.00 $963,569.80



Assessment Numbers: 140A to 157 A Assessor's Parcel Numbers: 58-411-01 to 58-411-18 Lien Amount: $ 9,466.65

Interest Administration Remaining Fiscal Year Principal Rate Interest Amount Debt Service Fee Total Principal 2001/02 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $9,466.65 2002/03 $0.00 0.00% $0.00 $0.00 $0.00 $0.00 $9,466.65 2003/04 $0.00 0.00% $251.22 $251.22 $0.00 $251.22 $9,466.65 2004/05 $364.42 2.25% $452.19 $816.61 $0.00 $816.61 $9, 102.23 2005/06 $380.99 2.75% $443.99 $824.97 $0.00 $824.97 $8,721.24 2006/07 $389.27 3.10% $433.51 $822.78 $0.00 $822.78 $8,331.98 2007/08 $405.83 3.40% $421.44 $827.28 $0.00 $827.28 $7,926.15 2008/09 $414.11 3.60% $407.65 $821.76 $0.00 $821.76 $7,512.03 2009/10 $422.40 4.00% $392.74 $815.13 $0.00 $815.13 $7,089.63 2010/11 $447.24 4.25% $375.84 $823.09 $0.00 $823.09 $6,642.39 2011/12 $463.81 4.50% $356.83 $820.64 $0.00 $820.64 $6, 178.58 2012/13 $480.37 4.75% $335.96 $816.33 $0.00 $816.33 $5,698.21 2013/14 $513.50 4.90% $313.14 $826.65 $0.00 $826.65 $5, 184.71 2014/15 $538.35 5.10% $287.98 $826.33 $0.00 $826.33 $4,646.36 2015/16 $563.20 5.25% $260.53 $823.72 $0.00 $823.72 $4,083.17 2016/17 $596.32 5.40% $230.96 $827.28 $0.00 $827.28 $3,486.84 2017/18 $621.17 5.50% $198.76 $819.93 $0.00 $819.93 $2,865.67 2018/19 $654.30 5.60% $164.59 $818.89 $0.00 $818.89 $2,211.37 2019/20 $695.71 5.70% $127.95 $823.66 $0.00 $823.66 $1,515.66 2020/21 $737.12 5.80% $88.30 $825.42 $0.00 $825.42 $778.53 2021/22 $778.53 5.85% $45.54 $824.08 $0.00 $824.08 $0.00

$9,466.65 $5,589.13 $15,055. 78 $0.00 $15,055.78



EXHIBIT 6

Auditor's Assessment Roll

Original Original Assessment Reassessment Assessor Assessment Remaining Reassessment

Number Number Parcel No. Amount Princi~al Amount 1 1A 58-390-01 $0.00 $0.00 $0.00 2 2A 58-390-02 $11,881.13 $11,490.51 $11,480.46 3 3A 58-390-03 $11,881.13 $11,490.51 $11,480.46 4 4A 58-390-04 $11,881.13 $11,490.51 $11,480.46 5 5A 58-390-05 $11,881.13 $11,490.51 $11,480.46 6 6A 58-390-06 $11,881.13 $11,490.51 $11,480.46 7 7A 58-390-07 $11,881.13 $11,490.51 $11,480.46 8 8A 58-390-08 $11,881.13 $11,490.51 $11,480.46 9 9A 58-390-09 $11,881.13 $11,490.51 $11,480.46 10 10A 58-390-10 $11,881.13 $11,490.51 $11,480.46 11 11 A 58-390-11 $11,881.13 $11,490.51 $11,480.46 12 12A 58-390-12 $11,881.13 $11,490.51 $11,480.46 13 13A 58-390-13 $11,881.13 $11,490.51 $11,480.46 14 14A 58-390-14 $11,881.13 $11,490.51 $11,480.46 15 15A 58-390-15 $0.00 $0.00 $0.00 16 16A 58-390-16 $11,881.13 $11,490.51 $11,480.46 17 17A 58-390-17 $11,881.13 $11,490.51 $11,480.46 18 18A 58-390-18 $11,881.13 $11,490.51 $11,480.46 19 19A 58-390-19 $11,881.13 $11,490.51 $11,480.46 20 20A 58-390-20 $11,881.13 $11,490.51 $11,480.46 21 21A 58-390-21 $11,881.13 $11,490.51 $11,480.46 22 22A 58-390-22 $11,881.13 $11,490.51 $11,480.46 23 23A 58-390-23 $11,881.13 $11,490.51 $11,480.46 24 24A 58-390-24 $11,881.13 $11,490.51 $11,480.46 25 25A 58-390-25 $11,881.13 $11,490.51 $11,480.46 26 26A 58-390-26 $11,881.13 $11,490.51 $11,480.46 27 27A 58-390-27 $0.00 $0.00 $0.00 28 28A 58-390-28 $11,881.13 $11,490.51 $11,480.46 29 29A 58-390-29 $11,881.13 $11,490.51 $11,480.46 30 30A 58-390-30 $11,881.13 $11,490.51 $11,480.46 31 31A 58-390-31 $11,881.13 $11,490.51 $11,480.46 32 32A 58-390-32 $11,881.13 $11,490.51 $11,480.46 33 33A 58-390-33 $11,881.13 $11,490.51 $11,480.46 34 34A 58-390-34 $11,881.13 $11,490.51 $11,480.46 35 35A 58-390-35 $11,881.13 $11,490.51 $11,480.46 36 36A 58-390-36 $11,881.13 $11,490.51 $11,480.46 37 37A 58-390-37 $11,881.13 $11,490.51 $11,480.46 38 38A 58-390-38 $11,881.13 $11,490.51 $11,480.46 41 41A 58-390-41 $11,881.13 $11,490.51 $11,480.46 42 42A 58-390-42 $11,881.13 $11,490.51 $11,480.46 43 43A 58-390-43 $11,881.13 $11,490.51 $11,480.46 44 44A 58-390-44 $11,881.13 $11,490.51 $11,480.46




Number Number Parcel No. Amount Princi~al Amount 46 46A 58-390-46 $11,881.13 $11,490.51 $11,480.46 47 47A 58-390-47 $11,881.13 $11,490.51 $11,480.46 48 48A 58-390-48 $11,881.13 $11,490.51 $11,480.46 49 49A 58-390-49 $11,881.13 $11,490.51 $11,480.46 50 50A 58-390-50 $11,881.13 $11,490.51 $11,480.46 51 51A 58-390-51 $11,881.13 $11,490.51 $11,480.46 52 52A 58-390-52 $11,881.13 $11,490.51 $11,480.46 53 53A 58-390-53 $11,881.13 $11,490.51 $11,480.46 54 54A 58-390-54 $11,881.13 $11,490.51 $11,480.46 55 55A 58-390-55 $11,881.13 $11,490.51 $11,480.46 56 56A 58-390-56 $11,881.13 $11,490.51 $11,480.46 57 57A 58-390-57 $11,881.13 $11,490.51 $11,480.46 58 58A 58-390-58 $11,881.13 $11,490.51 $11,480.46 59 59A 58-390-59 $11,881.13 $11,490.51 $11,480.46 60 60A 58-390-60 $11,881.13 $11,490.51 $11,480.46 61 61A 58-390-61 $11,881.13 $11,490.51 $11,480.46 62 62A 58-390-62 $11,881.13 $11,490.51 $11,480.46 63 63A 58-390-63 $0.00 $0.00 $0.00 64 64A 58-020-01 $234,923.31 $227, 199.58 $227,001.00 68 68A 58-020-10 $17,500.00 2 $16,924.64 $16,909.85 69 69A 58-020-24 $0.00 $0.00 $0.00 70 70A 58-290-08 $39,133.00 3 $37,846.40 $37,813.32 71 71A 58-400-01 $0.00 $0.00 $0.00 72 72A 58-400-02 $11,881.13 $11,490.51 $11,480.46 73 73A 58-400-03 $11,881.13 $11,490.51 $11,480.46 74 74A 58-400-04 $11,881.13 $11,490.51 $11,480.46 75 75A 58-400-05 $11,881.13 $11,490.51 $11,480.46 76 76A 58-400-06 $11,881.13 $11,490.51 $11,480.46 77 77A 58-400-07 $11,881.13 $11,490.51 $11,480.46 78 78A 58-400-08 $11,881.13 $11,490.51 $11,480.46 79 79A 58-400-09 $11,881.13 $11,490.51 $11,480.46 80 80A 58-400-10 $11,881.13 $11,490.51 $11,480.46 81 81A 58-400-11 $11,881.13 $11,490.51 $11,480.46 82 82A 58-400-12 $0.00 $0.00 $0.00 83 83A 58-400-13 $11,881.13 $11,490.51 $11,480.46 84 84A 58-400-14 $11,881.13 $11,490.51 $11,480.46 85 85A 58-400-15 $11,881.13 $11,490.51 $11,480.46 86 86A 58-400-16 $11,881.13 $11,490.51 $11,480.46 87 87A 58-400-17 $11,881.13 $11,490.51 $11,480.46 88 88A 58-400-18 $11,881.13 $11,490.51 $11,480.46 89 89A 58-400-19 $11,881.13 $11,490.51 $11,480.46 90 90A 58-400-20 $11,881.13 $11,490.51 $11,480.46 91 91A 58-400-21 $11,881.13 $11,490.51 $11,480.46 92 92A 58-400-22 $11,881.13 $11,490.51 $11,480.46 93 93A 58-400-23 $11,881.13 $11,490.51 $11,480.46 94 94A 58-400-24 $11,881.13 $11,490.51 $11,480.46




Number Number Parcel No. Amount Princi~al Amount 95 95A 58-400-25 $11,881.13 $11,490.51 $11,480.46 96 96A 58-400-26 $11,881.13 $11,490.51 $11,480.46 97 97A 58-400-27 $0.00 $0.00 $0.00 98 98A 58-400-28 $11,881.13 $11,490.51 $11,480.46 99 99A 58-400-29 $11,881.13 $11,490.51 $11,480.46 100 100A 58-400-30 $11,881.13 $11,490.51 $11,480.46 101 101A 58-400-31 $11,881.13 $11,490.51 $11,480.46 102 102A 58-400-32 $11,881.13 $11,490.51 $11,480.46 103 103A 58-400-33 $11,881.13 $11,490.51 $11,480.46 104 104A 58-400-34 $11,881.13 $11,490.51 $11,480.46 105 105A 58-400-35 $11,881.13 $11,490.51 $11,480.46 106 106A 58-400-36 $11,881.13 $11,490.51 $11,480.46 107 107A 58-400-37 $11,881.13 $11,490.51 $11,480.46 108 108A 58-400-38 $11,881.13 $11,490.51 $11,480.46 109 109A 58-400-39 $11,881.13 $11,490.51 $11,480.46 110 11 OA 58-400-40 $0.00 $0.00 $0.00 111 111 A 58-400-41 $11,881.13 $11,490.51 $11,480.46 112 112A 58-400-42 $11,881.13 $11,490.51 $11,480.46 113 113A 58-400-43 $11,881.13 $11,490.51 $11,480.46 114 114A 58-400-44 $11,881.13 $11,490.51 $11,480.46 115 115A 58-400-45 $11,881.13 $11,490.51 $11,480.46 116 116A 58-400-46 $11,881.13 $11,490.51 $11,480.46 117 117A 58-400-47 $11,881.13 $11,490.51 $11,480.46 118 118A 58-400-48 $11,881.13 $11,490.51 $11,480.46 119 119A 58-400-49 $11,881.13 $11,490.51 $11,480.46 120 120A 58-400-50 $11,881.13 $11,490.51 $11,480.46 121 121A 58-400-51 $11,881.13 $11,490.51 $11,480.46 122 122A 58-400-52 $11,881.13 $11,490.51 $11,480.46 123 123A 58-400-53 $0.00 $0.00 $0.00 124 124A 58-400-54 $11,881.13 $11,490.51 $11,480.46 125 125A 58-400-55 $11,881.13 $11,490.51 $11,480.46 126 126A 58-400-56 $11,881.13 $11,490.51 $11,480.46 127 127A 58-400-57 $11,881.13 $11,490.51 $11,480.46 128 128A 58-400-58 $11,881.13 $11,490.51 $11,480.46 129 129A 58-400-59 $11,881.13 $11,490.51 $11,480.46 130 130A 58-400-60 $11,881.13 $11,490.51 $11,480.46 131 131A 58-400-61 $11,881.13 $11,490.51 $11,480.46 132 132A 58-400-62 $11,881.13 $11,490.51 $11,480.46 133 133A 58-400-63 $11,881.13 $11,490.51 $11,480.46 134 134A 58-400-64 $0.00 $0.00 $0.00 135 135A 58-400-65 $11,881.13 $11,490.51 $11,480.46 136 136A 58-400-66 $11,881.13 $11,490.51 $11,480.46 137 137A 58-400-67 $0.00 $0.00 $0.00 140 140A 58-411-01 $9,788.48 $9,466.66 $9,458.38 141 141A 58-411-02 $9,788.48 $9,466.66 $9,458.38 142 142A 58-411-03 $9,788.48 $9,466.66 $9,458.38




Number Number Parcel No. Amount Princi~al Amount 143 143A 58-411-04 $9,788.48 $9,466.66 $9,458.38 144 144A 58-411-05 $9,788.48 $9,466.66 $9,458.38 145 145A 58-411-06 $9,788.48 $9,466.66 $9,458.38 146 146A 58-411-07 $9,788.48 $9,466.66 $9,458.38 147 147A 58-411-08 $9,788.48 $9,466.66 $9,458.38 148 148A 58-411-09 $9,788.48 $9,466.66 $9,458.38 149 149A 58-411-10 $9,788.48 $9,466.66 $9,458.38 150 150A 58-411-11 $9,788.48 $9,466.66 $9,458.38 151 151A 58-411-12 $9,788.48 $9,466.66 $9,458.38 152 152A 58-411-13 $9,788.48 $9,466.66 $9,458.38 153 153A 58-411-14 $9,788.48 $9,466.66 $9,458.38 154 154A 58-411-15 $9,788.48 $9,466.66 $9,458.38 155 155A 58-411-16 $9,788.48 $9,466.66 $9,458.38 156 156A 58-411-17 $9,788.48 $9,466.66 $9,458.38 157 157A 58-411-18 $9,788.48 $9,466.66 $9,458.38 158 158A 58-411-19 $9,788.47 $9,466.65 $9,458.37 159 159A 58-411-20 $9,788.47 $9,466.65 $9,458.37 160 160A 58-411-21 $9,788.47 $9,466.65 $9,458.37 161 161A 58-411-22 $9,788.47 $9,466.65 $9,458.37 162 162A 58-411-23 $9,788.47 $9,466.65 $9,458.37 163 163A 58-411-24 $9,788.47 $9,466.65 $9,458.37 164 164A 58-411-25 $9,788.47 $9,466.65 $9,458.37 165 165A 58-411-26 $9,788.47 $9,466.65 $9,458.37 166 166A 58-410-27 $0.00 $0.00 $0.00 167 167A 58-412-01 $9,788.47 $9,466.65 $9,458.37 168 168A 58-412-02 $9,788.47 $9,466.65 $9,458.37 169 169A 58-412-03 $9,788.47 $9,466.65 $9,458.37 170 170A 58-412-04 $9,788.47 $9,466.65 $9,458.37 171 171A 58-412-05 $9,788.47 $9,466.65 $9,458.37 172 172A 58-412-06 $9,788.47 $9,466.65 $9,458.37 173 173A 58-412-07 $9,788.47 $9,466.65 $9,458.37 174 174A 58-412-08 $9,788.47 $9,466.65 $9,458.37 175 175A 58-412-09 $9,788.47 $9,466.65 $9,458.37 176 176A 58-412-10 $9,788.47 $9,466.65 $9,458.37 177 177A 58-412-11 $9,788.47 $9,466.65 $9,458.37 178 178A 58-412-12 $9,788.47 $9,466.65 $9,458.37 179 179A 58-412-13 $9,788.47 $9,466.65 $9,458.37 180 180A 58-412-14 $9,788.47 $9,466.65 $9,458.37 181 181A 58-412-15 $9,788.47 $9,466.65 $9,458.37 182 182A 58-412-16 $9,788.47 $9,466.65 $9,458.37 183 183A 58-412-17 $9,788.47 $9,466.65 $9,458.37 184 184A 58-412-18 $9,788.47 $9,466.65 $9,458.37 185 185A 58-412-19 $9,788.47 $9,466.65 $9,458.37 186 186A 58-412-20 $9,788.47 $9,466.65 $9,458.37 187 187A 58-412-21 $9,788.47 $9,466.65 $9,458.37 188 188A 58-412-22 $9,788.47 $9,466.65 $9,458.37


Engineer's Report City of Merced Reassessment_District No. 2004 (Fahrens Park)------------------------------------------ Page 30 __


Number Number Parcel No. Amount Princi~al Amount 189 189A 58-412-23 $9,788.47 $9,466.65 $9,458.37 190 190A 58-412-24 $9,788.47 $9,466.65 $9,458.37 191 191A 58-412-25 $9,788.47 $9,466.65 $9,458.37 192 192A 58-412-26 $9,788.47 $9,466.65 $9,458.37 193 193A 58-412-27 $9,788.47 $9,466.65 $9,458.37 194 194A 58-412-28 $9,788.47 $9,466.65 $9,458.37 195 195A 58-412-29 $9,788.47 $9,466.65 $9,458.37 196 196A 58-412-30 $9,788.47 $9,466.65 $9,458.37 197 197A 58-412-31 $9,788.47 $9,466.65 $9,458.37 198 198A 58-412-32 $9,788.47 $9,466.65 $9,458.37 199 199A 58-413-01 $9,788.47 $9,466.65 $9,458.37 200 200A 58-413-02 $9,788.47 $9,466.65 $9,458.37 201 201A 58-413-03 $9,788.47 $9,466.65 $9,458.37 202 202A 58-413-04 $9,788.47 $9,466.65 $9,458.37 203 203A 58-413-05 $9,788.47 $9,466.65 $9,458.37 204 204A 58-413-06 $9,788.47 $9,466.65 $9,458.37 205 205A 58-414-01 $9,788.47 $9,466.65 $9,458.37 206 206A 58-414-02 $9,788.47 $9,466.65 $9,458.37 207 207A 58-414-03 $9,788.47 $9,466.65 $9,458.37 208 208A 58-414-04 $9,788.47 $9,466.65 $9,458.37 209 209A 58-414-05 $9,788.47 $9,466.65 $9,458.37 210 210A 58-414-06 $9,788.47 $9,466.65 $9,458.37 211 211A 58-414-07 $9,788.47 $9,466.65 $9,458.37 212 212A 58-414-08 $9,788.47 $9,466.65 $9,458.37 213 213A 58-415-01 $9,788.47 $9,466.65 $9,458.37 214 214A 58-415-02 $9,788.47 $9,466.65 $9,458.37 215 215A 58-415-03 $9,788.47 $9,466.65 $9,458.37 216 216A 58-415-04 $9,788.47 $9,466.65 $9,458.37 217 217A 58-415-05 $9,788.47 $9,466.65 $9,458.37 218 218A 58-415-06 $9,788.47 $9,466.65 $9,458.37 219 219A 58-415-07 $9,788.47 $9,466.65 $9,458.37 220 220A 58-415-08 $9,788.47 $9,466.65 $9,458.37 221 221A 58-416-01 $9,788.47 $9,466.65 $9,458.37 222 222A 58-416-02 $9,788.47 $9,466.65 $9,458.37 223 223A 58-416-03 $9,788.47 $9,466.65 $9,458.37 224 224A 58-416-04 $9,788.47 $9,466.65 $9,458.37 225 225A 58-416-05 $9,788.47 $9,466.65 $9,458.37 226 226A 58-416-06 $9,788.47 $9,466.65 $9,458.37 227 227A 58-416-07 $9,788.47 $9,466.65 $9,458.37 228 228A 58-421-01 $9,788.47 $9,466.65 $9,458.37 229 229A 58-421-02 $9,788.47 $9,466.65 $9,458.37 230 230A 58-421-03 $9,788.47 $9,466.65 $9,458.37 231 231A 58-421-04 $0.00 $0.00 $0.00 232 232A 58-422-01 $9,788.47 $9,466.65 $9,458.37 233 233A 58-422-02 $9,788.47 $9,466.65 $9,458.37 234 234A 58-422-03 $9,788.47 $9,466.65 $9,458.37


Engineer's Report City of Merced Reassessment_District No. 2004 (Fahrens Park)------------------------------------------ Page 31 ___


Number Number Parcel No. Amount Princi~al Amount 235 235A 58-422-04 $9,788.47 $9,466.65 $9,458.37 236 236A 58-422-05 $9,788.47 $9,466.65 $9,458.37 237 237A 58-422-06 $9,788.47 $9,466.65 $9,458.37 238 238A 58-422-07 $9,788.47 $9,466.65 $9,458.37 239 239A 58-422-08 $9,788.47 $9,466.65 $9,458.37 240 240A 58-422-09 $9,788.47 $9,466.65 $9,458.37 241 241A 58-422-10 $9,788.47 $9,466.65 $9,458.37 242 242A 58-422-11 $9,788.47 $9,466.65 $9,458.37 243 243A 58-422-12 $9,788.47 $9,466.65 $9,458.37 244 244A 58-422-13 $9,788.47 $9,466.65 $9,458.37 245 245A 58-422-14 $0.00 $0.00 $0.00 246 246A 58-422-15 $0.00 $0.00 $0.00 247 247A 58-422-16 $0.00 $0.00 $0.00 248 248A 58-423-01 $9,788.47 $9,466.65 $9,458.37 249 249A 58-423-02 $9,788.47 $9,466.65 $9,458.37 250 250A 58-423-03 $9,788.47 $9,466.65 $9,458.37 251 251A 58-423-04 $9,788.47 $9,466.65 $9,458.37 252 252A 58-423-05 $9,788.47 $9,466.65 $9,458.37 253 253A 58-423-06 $9,788.47 $9,466.65 $9,458.37 254 254A 58-423-07 $9,788.47 $9,466.65 $9,458.37 255 255A 58-423-08 $9,788.47 $9,466.65 $9,458.37 256 256A 58-423-09 $9,788.47 $9,466.65 $9,458.37 257 257A 58-423-10 $9,788.47 $9,466.65 $9,458.37 258 258A 58-423-11 $9,788.47 $9,466.65 $9,458.37 259 259A 58-423-12 $9,788.47 $9,466.65 $9,458.37 260 260A 58-423-13 $9,788.47 $9,466.65 $9,458.37 261 261A 58-423-14 $9,788.47 $9,466.65 $9,458.37 262 262A 58-423-15 $0.00 $0.00 263 263A 58-423-16 $9,788.47 $9,466.65 $9,458.37 264 264A 58-423-17 $9,788.47 $9,466.65 $9,458.37 265 265A 58-423-18 $9,788.47 $9,466.65 $9,458.37 266 266A 58-423-19 $9,788.47 $9,466.65 $9,458.37 267 267A 58-423-20 $9,788.47 $9,466.65 $9,458.37 268 268A 58-423-21 $9,788.47 $9,466.65 $9,458.37 269 269A 58-423-22 $9,788.47 $9,466.65 $9,458.37 270 270A 58-423-23 $9,788.47 $9,466.65 $9,458.37 271 271A 58-423-24 $9,788.47 $9,466.65 $9,458.37 272 272A 58-423-25 $9,788.47 $9,466.65 $9,458.37 273 273A 58-423-26 $9,788.47 $9,466.65 $9,458.37 274 274A 58-423-27 $9,788.47 $9,466.65 $9,458.37 275 275A 58-424-01 $9,788.47 $9,466.65 $9,458.37 276 276A 58-424-02 $9,788.47 $9,466.65 $9,458.37 277 277A 58-424-03 $9,788.47 $9,466.65 $9,458.37 278 278A 58-424-04 $9,788.47 $9,466.65 $9,458.37 279 279A 58-424-05 $9,788.47 $9,466.65 $9,458.37 280 280A 58-425-01 $9,788.47 $9,466.65 $9,458.37




Number Number Parcel No. Amount Princi~al Amount 281 281A 58-425-02 $9,788.47 $9,466.65 $9,458.37 282 282A 58-425-03 $9,788.47 $9,466.65 $9,458.37 283 283A 58-425-04 $9,788.47 $9,466.65 $9,458.37 284 284A 58-425-05 $9,788.47 $9,466.65 $9,458.37 285 285A 58-425-06 $9,788.47 $9,466.65 $9,458.37 286 286A 58-425-07 $0.00 $0.00 $0.00 287 287A 58-431-01 $9,788.47 $9,466.65 $9,458.37 288 288A 58-431-02 $9,788.47 $9,466.65 $9,458.37 289 289A 58-431-03 $9,788.47 $9,466.65 $9,458.37 290 290A 58-431-04 $9,788.47 $9,466.65 $9,458.37 291 291A 58-431-05 $9,788.47 $9,466.65 $9,458.37 292 292A 58-431-06 $9,788.47 $9,466.65 $9,458.37 293 293A 58-431-07 $0.00 $0.00 $0.00 294 294A 58-432-01 $9,788.47 $9,466.65 $9,458.37 295 295A 58-432-02 $9,788.47 $9,466.65 $9,458.37 296 296A 58-433-01 $9,788.47 $9,466.65 $9,458.37 297 297A 58-433-02 $9,788.47 $9,466.65 $9,458.37 298 298A 58-433-03 $9,788.47 $9,466.65 $9,458.37 299 299A 58-433-04 $9,788.47 $9,466.65 $9,458.37 300 300A 58-433-05 $9,788.47 $9,466.65 $9,458.37 301 301A 58-433-06 $9,788.47 $9,466.65 $9,458.37 302 302A 58-433-07 $9,788.47 $9,466.65 $9,458.37 303 303A 58-433-08 $9,788.47 $9,466.65 $9,458.37 304 304A 58-433-09 $9,788.47 $9,466.65 $9,458.37 305 305A 58-433-10 $9,788.47 $9,466.65 $9,458.37 306 306A 58-433-11 $9,788.47 $9,466.65 $9,458.37 307 307A 58-434-01 $9,788.47 $9,466.65 $9,458.37 308 308A 58-434-02 $9,788.47 $9,466.65 $9,458.37 309 309A 58-434-03 $9,788.47 $9,466.65 $9,458.37 310 310A 58-434-04 $9,788.47 $9,466.65 $9,458.37 311 311A 58-434-05 $9,788.47 $9,466.65 $9,458.37 312 312A 58-434-06 $9,788.47 $9,466.65 $9,458.37 313 313A 58-434-07 $9,788.47 $9,466.65 $9,458.37 314 314A 58-434-08 $9,788.47 $9,466.65 $9,458.37 315 315A 58-390-65 $11,881.13 $11,490.51 $11,480.46 316 316A 58-390-64 $11,881.13 $11,490.51 $11,480.46 317 317A 58-390-66 $11,881.13 $11,490.51 $11,480.46 138 58-020-52 $2,574,367.91 1 $2,489, 728. 72 $0.00

318A 58-441-01 $0.00 319A 58-441-02 $9,458.37 320A 58-441-03 $9,458.37 321A 58-441-04 $9,458.37 322A 58-441-05 $9,458.37 323A 58-441-06 $9,458.37 324A 58-441-07 $9,458.37 325A 58-441-08 $9,458.37



Original Assessment Reassessment Assessor Assessment

Number Number Parcel No. Amount 326A 58-441-09 327A 58-441-10 328A 58-441-11 329A 58-441-12 330A 58-441-13 331A 58-441-14 332A 58-441-15 333A 58-441-16 334A 58-441-17 335A 58-441-18 336A 58-442-01 337A 58-442-02 338A 58-442-03 339A 58-442-04 340A 58-442-05 341A 58-442-06 342A 58-442-07 343A 58-442-08 344A 58-442-09 345A 58-442-10 346A 58-442-11 347A 58-442-12 348A 58-443-01 349A 58-443-02 350A 58-443-03 351A 58-443-04 352A 58-443-05 353A 58-443-06 354A 58-443-07 355A 58-443-08 356A 58-443-09 357A 58-443-10 358A 58-443-11 359A 58-443-12 360A 58-443-13 361A 58-443-14 362A 58-443-15 363A 58-443-16 364A 58-443-17 365A 58-443-18 366A 58-443-19 367A 58-443-20 368A 58-443-21 369A 58-444-01 370A 58-444-02 371A 58-444-03


Original Remaining

Principal Reassessment

Amount $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37






Original Remaining


Amount $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37






Original Remaining


Amount $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.37 $9,458.38 $9,458.38 $9,458.38 $9,458.38 $9,458.38 $9,458.38



Assessment Reassessment Assessor Number Number Parcel No.

464A 58-453-15 465A 58-453-16 466A 58-453-17 467A 58-454-01 468A 58-454-02 469A 58-454-03 470A 58-454-04 471A 58-454-05 472A 58-454-06 473A 58-454-07 474A 58-455-01 475A 58-020-54 476A 58-020-55

Subtotal 469

Original Assessment

Amount

$5,914,453.36

Original Remaining

Principal

$5,720,000.00

Reassessment Amount

$9,458.38 $9,458.38 $9,458.38 $9,458.38 $9,458.38 $9,458.38 $9,458.38 $9,458.38 $9,458.38 $9,458.38 $9,458.38

$406,710.69 $605,336.54

$5,715,000.00

Notes: (1) Assessment number 138 was superceded in FY 0405 and was replaced by Assessor's Map Book 58 pages 44 and 45. (2) Reassessment number 68a has a confirmed assessment of $116,211.35 that may be used to issue more debt should the

property subdivide. (3) Reassessment number 70a has a confirmed assessment of $55,093.34 that may be used to issue more debt should the property subdivide.


Engineer's Report City of Merced Reassessment District No. 2004 (Fahrens Park) ~~~~~~~~~~~~~~~~~~~~~~~~~~~ Page37

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EXHIBIT 7

REASSESSMENT DIAGR.Af\11 REFUNDING AND REASSESSMENT DISTRICT NO. 2004

LIMITED OBLIGATION REFUNDING BONDS (FAHRENS PARK)

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