This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.PRELIMINARY OFFICIAL STATEMENT DATED __________, 2025 This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
NEW ISSUE – BOOK ENTRY ONLY NO RATING
In the opinion of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California (“Bond Counsel”), under existing statutes, regulations, rulings and judicial decisions, and assuming the accuracy of certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. In the further opinion of Bond Counsel, interest (and original issue discount) on the Bonds is exempt from State of California personal income tax. See “TAX MATTERS” with respect to tax consequences relating to the Bonds, including with respect to the alternative minimum tax imposed on certain large corporations. $14,485,000*
COMMUNITY FACILITIES DISTRICT NO. 2003-3 OF THE CITY OF CHINO IMPROVEMENT AREA NO. 11
2025 SPECIAL TAX BONDS
Dated: Date of Delivery Due: September 1, as shown on inside cover This cover page and the inside cover page contain certain information for general reference only. Such information is not a summary of this issue. Community Facilities District No. 2003-3 of the City of Chino (the “District”) has not and does not contemplate making an application to any rating agency for the assignment of a rating to the Bonds. Investors must read the entire Official Statement, including the sections entitled “SPECIAL RISK FACTORS” and “NO RATING,” to obtain information essential to making an informed investment decision with respect to the Bonds.
The Bonds are being issued in the aggregate principal amount of $14,485,000* by the District in order to (i) finance the acquisition or construction of certain public improvements to support development within Improvement Area No. 11 of the District (“Improvement Area No. 11”), (ii) fund the Reserve Account to the Reserve Requirement, (iii) fund the interest coming due on the Bonds on March 1, 2026 and (iv) pay the costs related to the issuance of the Bonds. See “ESTIMATED SOURCES AND USES OF FUNDS,” “THE DISTRICT AND IMPROVEMENT AREA NO. 11,” and “PROPERTY OWNERSHIP AND THE DEVELOPMENT.” The Bonds are being issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the California Government Code) (the “Act”), Resolution No. 2025-____, adopted on _____________, 2025, by the City Council (the “City Council”) of the City of Chino, California (the “City”), acting as the legislative body of the District, and a Fiscal Agent Agreement, dated as of December 1, 2025 (the “Fiscal Agent Agreement”), by and between the District and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”). The Bonds will be delivered in fully registered form only and, when executed and delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (‘‘DTC’’). DTC will act as securities depository for the Bonds. Beneficial ownership interests in the Bonds may be purchased in book entry form only in the Authorized Denominations as described in this Official Statement. See Appendix G — “BOOK-ENTRY ONLY SYSTEM.” The Bonds are payable from the Net Special Taxes (as defined in the Fiscal Agent Agreement) generated by certain special taxes to be levied on certain taxable property in Improvement Area No. 11 (the “Special Taxes”) in accordance with the Act and the Rate and Method of Apportionment, approved by the City Council on November 19, 2024, pursuant to Ordinance No. 2024-012, in accordance with the Act. Payment of the Special Taxes will be secured by a lien against certain taxable property within Improvement Area No. 11. See “THE BONDS,” “SECURITY FOR THE BONDS — Pledge Under Fiscal Agent Agreement; Net Special Taxes” and “— Rate and Method of Apportionment,” and Appendix C — “RATE AND METHOD OF APPORTIONMENT.” The Bonds will be dated the date of their original issuance and delivery, will be available in denominations of $5,000 or integral multiples thereof (the “Authorized Denominations”), and will mature in the years and amounts as set forth in the table on the inside cover. Interest on the Bonds is payable semiannually on March 1 and September 1 of each year, commencing March 1, 2026. The principal of and any redemption premiums with respect to each Bond will be paid upon surrender of such Bond at the principal corporate office of the Fiscal Agent upon maturity or the earlier redemption thereof.
The Bonds are subject to redemption as described in this Official Statement. See “THE BONDS – Redemption Provisions.” THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE DISTRICT AND ARE PAYABLE FROM AND SECURED BY A PLEDGE OF NET SPECIAL TAXES AND OF MONEYS ON DEPOSIT IN CERTAIN FUNDS AND ACCOUNTS ESTABLISHED UNDER THE FISCAL AGENT AGREEMENT. THE OBLIGATION OF THE DISTRICT TO MAKE PAYMENTS WITH RESPECT TO THE BONDS DOES NOT CONSTITUTE AN OBLIGATION OF THE CITY OR THE DISTRICT FOR WHICH THE CITY OR THE DISTRICT IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY OR THE DISTRICT HAS LEVIED OR PLEDGED ANY FORM OF TAXATION, OTHER THAN THE NET SPECIAL TAXES. THE BONDS ARE NOT A DEBT OF THE CITY, THE DISTRICT, OR THE STATE OF CALIFORNIA (THE “STATE”) OR ANY OF ITS POLITICAL SUBDIVISIONS (OTHER THAN THE DISTRICT TO THE LIMITED EXTENT SET FORTH HEREIN), AND NONE OF THE CITY, THE DISTRICT, OR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE WITH RESPECT TO THE BONDS (OTHER THAN THE DISTRICT TO THE LIMITED EXTENT SET FORTH HEREIN), NOR IN ANY EVENT SHALL THE BONDS BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THE NET SPECIAL TAXES AND ASSETS PLEDGED THEREFOR UNDER THE FISCAL AGENT AGREEMENT, ALL AS MORE FULLY DESCRIBED HEREIN.
See Maturity Schedule on Inside Cover
The Bonds are offered when, as, and if issued by the District and accepted by the Underwriter, subject to the approval of legality by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the District by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel, for the City and the District by the City Attorney, and for the Underwriter by Best Best & Krieger LLP, Los Angeles, California. It is anticipated that the Bonds will be available in book entry form for delivery through the facilities of The Depository Trust Company, New York, New York, on or about December __, 2025. [RAYMOND JAMES LOGO]
Dated: December __, 2025
* Preliminary, subject to change.
.
MATURITY SCHEDULE
$_________ Serial Bonds
Maturity (September 1)
Principal Amount
Interest Rate
Yield
Price
CUSIP † No.
$__________ Term Bonds
$_____ _____% Term Bonds Due September 1, 20__, Yield _____% Price ______ CUSIP † No. _________ $_____ _____% Term Bonds Due September 1, 20__, Yield _____% Price ______ CUSIP † No. _________ $_____ _____% Term Bonds Due September 1, 20__, Yield _____% Price ______ CUSIP † No. _________ $_____ _____% Term Bonds Due September 1, 20__, Yield _____% Price ______ CUSIP † No. _________ † CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© 2025 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the District, the City, the Underwriter or their agents or counsel assume responsibility for the accuracy of such numbers.
COMMUNITY FACILITIES DISTRICT NO. 2003-3
OF THE CITY OF CHINO
CITY COUNCIL
Eunice M. Ulloa, Mayor
Curtis Burton, Mayor Pro Tem
Karen Comstock, Councilmember
Curtis Burton, Councilmember
Christopher Flores, Councilmember
Marc Lucio, Councilmember
_______________________
CITY OFFICIALS AND STAFF
Dr. Linda Reich, City Manager
Terry Doyle, Director of Human Resources / Risk Management Hye Jin Lee, Director of Public Works
Kim Sao, Director of Finance / City Treasurer
Fred Galante, Aleshire & Wynder, LLP, City Attorney
Warren Morelion AICP, Director of Development Services
Kevin Mensen, Chief of Police
Natalie Gonzaga, City Clerk
Silvia Avalos, Director of Community Services, Parks and Recreation _______________________
PROFESSIONAL SERVICES
Bond and Disclosure Counsel
Stradling Yocca Carlson & Rauth LLP,
Newport Beach, California
Financial Advisor
Urban Futures, Inc.
Walnut Creek, California
Special Tax Consultant/Dissemination Agent
Webb Municipal Finance, LLC
Riverside, California
Appraiser
BTI Appraisal
Los Angeles, California
Fiscal Agent
The Bank of New York
Mellon Trust Company, N.A.
Los Angeles, California
Underwriter’s Counsel
Best Best & Krieger LLP
Los Angeles, California
No dealer, broker, salesperson, or other person has been authorized by Raymond James & Associates, Inc. (the “Underwriter”), the City, or the District to give any information or to make any representations, other than those contained in this Official Statement, in connection with the offering of the Bonds described herein and, if given or made, such other information or representation must not be relied upon as having been authorized by the City, the District, or the Underwriter. This Official Statement does not constitute an offer to sell nor the solicitation of an offer to buy any securities other than those described on the cover page and inside cover page hereof, nor shall there be any offer to sell, solicitation of an offer to buy, or sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation, or sale.
While the City maintains an internet website for various purposes, the information provided on that website is not incorporated by reference as part of this Official Statement and none of the information on that website is intended to assist investors in making any investment decision or to provide any continuing information with respect to the Bonds or any other bonds or obligations of the District.
This Official Statement is not to be construed as a contract with the purchasers or owners of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described in this Official Statement, are intended solely as such and are not to be construed as representations of fact. This Official Statement, including any supplement or amendment to this Official Statement, is intended to be deposited with the Electronic Municipal Market Access System of the Municipal Securities Rulemaking Board, which can be found at www.emma.msrb.org.
The information contained in this Official Statement (which includes the cover page, the inside cover page, and the appendices) has been obtained from the City and other sources that are believed to be reliable. However, no representation is being made as to the accuracy or completeness of such information, and nothing contained in this Official Statement is, or shall be relied upon, as a promise or representation by the City, the District, or the Underwriter. This Official Statement is submitted in connection with the sale of the securities described in it and may not be reproduced or used, in whole or in part, for any other purposes. The information and expressions of opinion contained in this Official Statement are subject to change without notice and neither the delivery of this Official Statement nor any sale made by means of it shall, under any circumstances, create any implication that there have not been changes in the affairs of the City, the District, or the major property owners in Improvement Area No. 11 since the date of this Official Statement.
The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information.
This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose.
THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED HEREBY 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 THE BONDS TO CERTAIN DEALERS, DEALER BANKS, AND BANKS ACTING AS AGENTS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER.
INTRODUCTION 1
General 1
The District and Improvement Area No. 11 1
Authorization and Purpose of Bonds 2
Parity Bonds for Refunding Purposes Only 3
Security for the Bonds 3
Continuing Disclosure 4
Risk Factors 4
Forward-Looking Statements 5
Limited Obligations 5
References Qualified 5
Additional Information 5
ESTIMATED SOURCES AND USES OF FUNDS 6
THE BONDS 6
General Provisions 6
Redemption Provisions 7
Debt Service for the Bonds 11
SECURITY FOR THE BONDS 11
Pledge Under Fiscal Agent Agreement; Net Special Taxes 11 Rate and Method of Apportionment 13
Reserve Account 15
Covenant to Commence Superior Court Foreclosure for Delinquent Special Taxes 17 Priority of Lien 17
Parity Bonds for Refunding Purposes Only 17
THE DISTRICT AND IMPROVEMENT AREA NO. 11 17
General Information 17
The District and Improvement Area No. 11 18
Ownership of Property in Improvement Area No. 11 18
Property Values; Appraised Value-to-Lien Ratio 18
Historical Assessed Valuation 22
Direct and Overlapping Debt 23
Projected Annual Tax Burden 24
Delinquency History 24
Top Taxpayers 24
FACILITIES TO BE FINANCED WITH THE PROCEEDS OF THE BONDS 25 Description of Facilities 25
Status of Facilities 25
Acquisition Agreement 26
PROPERTY OWNERSHIP AND THE DEVELOPMENT 26
The Master Developer 26
The Merchant Builders 26
The Development Plans 28
SPECIAL RISK FACTORS 33
Risks of Real Estate Secured Investments Generally 33
Special Taxes Are Not Personal Obligations 33
Bonds are Limited Obligations of the District 33
Concentration of Ownership 34
Failure to Develop Properties 34
Billing and Collection of Special Taxes; Foreclosure 35 Payment of Special Taxes by Public Entities 36
Depletion of Reserve Account 36
Land Values, the Appraisal, and Appraised Value-to-Lien Ratio 37 FDIC/Federal Government Interests in Properties 37
Bankruptcy and Foreclosure 38
Direct and Overlapping Indebtedness 39
Constitutional Limitations on Taxation and Appropriations 40 Future Initiatives; Initiative 1935 43
Hazardous Substances 43
Fire Hazards 44
Seismic Hazards 44
Flood Hazards 44
Judicial Delays 44
Limited Secondary Market 44
Loss of Tax Exemption 45
No Acceleration 45
Potential Early Redemption of Bonds from Special Tax Prepayments 45 Private Indebtedness 45
Limitations on Remedies 45
IRS Audit of Tax-Exempt Bond Issues 46
Parity Taxes and Special Assessments 46
Disclosures to Future Purchasers 46
Special Tax Delinquencies 47
Economic, Political, Social, and Environmental Conditions 47 Cybersecurity 47
TAX MATTERS 48
CERTAIN LEGAL MATTERS 49
ABSENCE OF LITIGATION 49
NO RATING 49
UNDERWRITING 50
PROFESSIONAL FEES 50
CONTINUING DISCLOSURE 50
The District 50
Trumark 50
Century 51
MISCELLANEOUS 51
APPENDIX A SUMMARY OF FISCAL AGENT AGREEMENT A-1
APPENDIX B FORM OF BOND COUNSEL OPINION B-1
APPENDIX C RATE AND METHOD OF APPORTIONMENT C-1
APPENDIX D APPRAISAL D-1
APPENDIX E GENERAL AND ECONOMIC INFORMATION REGARDING THE CITY OF CHINO AND THE COUNTY OF SAN BERNARDINO E-1 APPENDIX F FORM OF DISTRICT CONTINUING DISCLOSURE AGREEMENT F-1 APPENDIX G BOOK-ENTRY ONLY SYSTEM G-1
APPENDIX H BOUNDARY MAP OF COMMUNITY FACILITIES DISTRICT NO. 2003-3 H-1 APPENDIX I FORM OF MERCHANT BUILDER CONTINUING DISCLOSURE CERTIFICATE I-1 [INSERT REGIONAL MAP]
[INSERT LOCATION MAP]
OFFICIAL STATEMENT
$14,485,000*
COMMUNITY FACILITIES DISTRICT NO. 2003-3
OF THE CITY OF CHINO
IMPROVEMENT AREA NO. 11
2025 SPECIAL TAX BONDS
INTRODUCTION
This introduction contains only a brief summary of certain of the terms of the Bonds (as defined herein) being offered. A full review should be made of the entire Official Statement, including the cover page, the inside cover page, and the appendices. All statements contained in this introduction are qualified in their entirety by reference to the entire Official Statement. References to and summaries of provisions of the laws of the State of California (the “State”) or any documents referred to herein do not purport to be complete and such references are qualified in their entirety by reference to the complete provisions thereof. Capitalized terms used herein and not otherwise defined shall have the definitions ascribed to them in the Fiscal Agent Agreement (as defined herein), some of which definitions are set forth in Appendix A hereto.
General
This purpose of this Official Statement, which includes the cover page, the inside cover page, and the appendices hereto, is to provide information concerning the issuance by the Community Facilities District No. 2003-3 of the City of Chino (the “District”) of $14,485,000* aggregate principal amount of its Improvement Area No. 11 2025 Special Tax Bonds (the “Bonds”).
The District and Improvement Area No. 11
The District is comprised of approximately 788 gross acres of land located in the City of Chino, California (the “City”), and is divided into ten improvement areas designated and defined as “Improvement Area No. 1,” “Improvement Area No. 2,” “Improvement Area No. 3,” “Improvement Area No. 4,” “Improvement Area No. 5,” “Improvement Area No. 6,” “Improvement Area No. 7,” “Improvement Area No. 8,” “Improvement Area No. 9,” “Improvement Area No. 10” and “Improvement Area No. 11.” Improvement Area No. 11 is comprised of approximately 21.31 gross acres. Improvement Area No. 1, Improvement Area No. 2, Improvement Area No. 3, Improvement Area No. 4, Improvement Area No. 5, Improvement Area No. 6, Improvement Area No. 7, Improvement Area No. 8, Improvement Area No. 9, Improvement Area No. 10 and Improvement Area No. 11 are collectively referred to herein as the “Improvement Areas.” See Appendix H — “BOUNDARY MAP OF COMMUNITY FACILITIES DISTRICT NO. 2003-3.” The Bonds are secured by Net Special Taxes (as defined herein) levied within the approximately 18.40 taxable acres in Improvement Area No. 11 only. Special taxes within any other Improvement Area of the District are not pledged or available for the repayment of the Bonds. See “SECURITY FOR THE BONDS.” The property within the District, including Improvement Area No. 11, is part of the City’s Preserve Specific Plan (the “Specific Plan”), adopted on March 25, 2003 in conjunction with the City’s General Plan Amendment 2000-02, and as amended several times thereafter. The Preserve is an area of approximately 5,435 acres of former and existing farm and dairy property located south of Kimball Avenue, north of State Route 71, west of Hellman Avenue, and east of Euclid Avenue. The area was annexed to the City in July 2003. Pursuant to the Specific Plan, approximately half of the area within the Preserve will consist of residential, commercial, industrial and airport-related development. The other half will remain as open space, for natural, recreational, and agricultural uses. The Specific Plan envisions development of residential neighborhoods focused on regional commercial centers. The development will be inter-connected with a multi-purpose open space feature, using a series of paseos and trails, and will be integrated with the Chino Airport. There will be a range of housing types with equestrian estates, contemporary apartments and condominiums, and entry-level housing – all with a unique sense of place and identity.
Chino Development Corporation, a California corporation, and Chino Preserve Development Corporation, a California corporation (collectively, the “Master Developer”) is the primary land developer within the Preserve, including within Improvement Area No. 11. There are two taxable development zones (Zone 1 and Zone 2) within Improvement Area No. 11 planned to be improved with a total of 114 detached single family residences intended to be constructed or which have been constructed by Century Communities of California, LLC, a Delaware limited liability company (“Century”) and TH The Preserve Chino, LLC, a California limited liability company (“Trumark” and, together with Century, the “Merchant Builders”). See “PROPERTY OWNERSHIP AND THE DEVELOPMENT — The Merchant Builders — “Century,” “—and “— Trumark.” Improvement Area No. 11 contains two taxable residential communities, Legacy and Heritage, which consist of detached single family residences within Zone 1 and Zone 2 of Improvement Area No. 11, respectively. The term “lot” means the land planned for an individual single family residence.
Zone 1 of Improvement Area No. 11 consists of the Heritage neighborhood being developed by Century that are planned for a total of 59 detached single family residences. As of October 15, 2025, of the 59 detached single family residences planned for the Heritage neighborhood, individual homeowners owned 19 single family residences and Century owned 18 completed single family residences, 7 single family residences under construction, and 15 lots. As of October 15, 2025, 2 of the 25 single family residences completed or under construction and owned by Century were in escrow.
Zone 2 of Improvement Area No. 11 consists of the Legacy neighborhood being developed by Trumark that are planned for a total of 55 detached single family residences. As of October 15, 2025, of the 55 detached single family residences planned for the Legacy neighborhood, individual homeowners owned 14 single family residences and Trumark owned 8 completed single family residences, 24 single family residences under construction, and 9 lots. As of October 15, 2025, 14 of the 32 single family residences completed or under construction and owned by Trumark were in escrow.
In the aggregate, as of October 15, 2025, of the 114 detached single family residences planned within Improvement Area No. 11, individual homeowners owned 33 completed homes, Trumark owned 8 completed homes, 24 single family residences in various stages of construction and 9 lots, and Century owned 18 completed homes, 7 single family residences in various stages of construction and 15 lots. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT — The Merchant Builders.” Authorization and Purpose of Bonds
The Bonds are authorized to be issued pursuant to the Act and are being issued pursuant to Resolution No. 2025-____, adopted on _____________, 2025, by the City Council, acting as the legislative body of the District (the “Authorizing Resolution”), and a Fiscal Agent Agreement, dated as of December 1, 2025 (the “Fiscal Agent Agreement”), by and between the District and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”). The Bonds are secured by a pledge of Net Special Taxes (defined below) and all moneys deposited in the Special Tax Fund established by the Fiscal Agent Agreement.
The Bonds are not secured by moneys on deposit in the Administrative Expense Fund, the Improvement Fund, the Rebate Fund, or the Surplus Taxes Fund established by the Fiscal Agent Agreement. The term “Net Special Taxes” is defined in the Fiscal Agent Agreement as Gross Special Taxes minus the amount deposited in the Administrative Expense Fund pursuant to the Fiscal Agent Agreement. The term “Gross Special Taxes” consists of all Special Tax A (as defined in the Rate and Method of Apportionment (as defined below)) levied on taxable property in Improvement Area No. 11 (the “Special Taxes”) and received by the District, together with the proceeds collected from the sale of taxable property in Improvement Area No. 11 pursuant to the foreclosure provisions contained in the Fiscal Agent Agreement for the delinquency of such Special Taxes after payment of administrative costs and attorney’s fees payable from such proceeds to the extent not previously paid from the Administrative Expense Fund.
The Special Taxes are levied pursuant to the Rate and Method of Apportionment for Community Facilities District No. 2003-3 of the City of Chino (Improvement Area No. 11) (the “Rate and Method of Apportionment”), adopted by the City Council on November 19, 2024, pursuant to Ordinance No. 2024-012 (the “Ordinance”), in accordance with the Act. Webb Municipal Finance, LLC currently serves as special tax consultant (the “Special Tax Consultant”) and CFD Administrator (the “CFD Administrator”) with respect to the District and the levy of the Special Taxes. See “THE BONDS,” “SECURITY FOR THE BONDS — Pledge Under Fiscal Agent Agreement; Net Special Taxes” and “— Rate and Method of Apportionment,” and Appendix C — “RATE AND METHOD OF APPORTIONMENT.” The Bonds are being issued to provide moneys to (i) finance the acquisition or construction of certain public improvements to support development within Improvement Area No. 11 of the District (“Improvement Area No. 11”), (ii) fund the Reserve Account to the Reserve Requirement, (iii) fund the interest coming due on the Bonds on March 1, 2026, and (iv) pay the costs related to the issuance of the Bonds. See “SECURITY FOR THE BONDS,” “ESTIMATED SOURCES AND USES OF FUNDS,” and “FACILITIES TO BE FINANCED WITH THE PROCEEDS OF THE BONDS.” Parity Bonds for Refunding Purposes Only
Additional bonds secured on a parity with the Bonds (“Parity Bonds”) may be issued in the future if certain conditions are met only to refund outstanding Bonds or Parity Bonds. See “SECURITY FOR THE BONDS —Parity Bonds for Refunding Purposes Only.” Security for the Bonds
The Special Taxes. The Bonds, the interest thereon, and any amounts required to replenish the balance in the Reserve Account of the Special Tax Fund (the “Special Tax Fund”) to the Reserve Requirement (as defined herein) are payable from Net Special Taxes, which constitute a portion of the Special Taxes that will be levied annually and collected within Improvement Area No. 11, and moneys, including portions of the interest earned thereon, held in certain funds and accounts established under the Fiscal Agent Agreement. The Bonds are secured by a pledge of Net Special Taxes and all moneys deposited in the Special Tax Fund established by the Fiscal Agent Agreement. The Bonds are not secured by moneys on deposit in the Administrative Expense Fund, the Improvement Fund, the Rebate Fund, or the Surplus Taxes Fund established by the Fiscal Agent Agreement. The District has covenanted to comply with all requirements of the Act and the Fiscal Agent Agreement to assure the timely collection of the Special Taxes, including, without limitation, the enforcement of delinquent Special Taxes. See “SECURITY FOR THE BONDS — Covenant to Commence Superior Court Foreclosure for Delinquent Special Taxes.” Any funds received by the District, including, but not limited to, collections of Special Taxes upon the secured tax rolls and collections of delinquent Special Taxes and penalties thereon through foreclosure proceedings, or portions thereof, will be transmitted in a timely manner to the Fiscal Agent, without deduction, to be deposited into the Special Tax Fund in accordance with the terms of the Fiscal Agent Agreement.
In addition to the Special Taxes, Special Tax B (as defined in the Rate and Method of Apportionment) is being levied on Developed Property (as defined in the Rate and Method of Apportionment) within Improvement Area No. 11 to pay for certain costs associated with services to be provided by the City. All of the taxable parcels in Improvement Area No. 11 classified as Developed Property under the Rate and Method of Apportionment will be subject to the levy of Special Tax B. Special Tax B does not constitute or comprise Special Taxes or Net Special Taxes and Special Tax B is not pledged to pay debt service on the Bonds. See “SECURITY FOR THE BONDS — Pledge Under Fiscal Agent Agreement; Net Special Taxes” and “— Rate and Method of Apportionment” and Appendix C — “RATE AND METHOD OF APPORTIONMENT.” Reserve Account. In order to further secure the payment of principal of and interest on the Bonds, the Reserve Account within the Special Tax Fund maintained by the Fiscal Agent has been established under the Fiscal Agent Agreement. The District is required to maintain an amount equal to the Reserve Requirement on deposit in the Reserve Account so long as any Bonds remain outstanding. Moneys in the Reserve Account shall be used solely for the purpose of paying the principal of, including Sinking Fund Payments, and interest on the Bonds and any Parity Bonds when due in the event that the balance on deposit in the Interest Account or the Principal Account, as the case may be, is insufficient for such purpose and for the purpose of making any required transfer to the Rebate Fund pursuant to the Fiscal Agent Agreement upon written direction from the District or any required transfer to the Redemption Account for the purpose of redeeming Bonds. A portion of the proceeds of the Bonds will be deposited into the Reserve Account to increase the amount therein to an amount equal to the Reserve Requirement. See “SECURITY FOR THE BONDS—Reserve Account” for a discussion of the Reserve Account and the Reserve Requirement.
Covenant to Commence Superior Court Foreclosure. The District has covenanted with and for the benefit of the registered owners of the Bonds (the “Owners” or “Bond Owners”) that, under certain conditions, it will order and cause to be commenced, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought current), an action in the superior court to foreclose the lien of Special Taxes not paid when due, all as provided in the Fiscal Agent Agreement. See “SECURITY FOR THE BONDS — Covenant to Commence Superior Court Foreclosure for Delinquent Special Taxes.” Continuing Disclosure
The District will covenant in a Continuing Disclosure Agreement, the form of which is set forth in Appendix F, for the benefit of the Owners, to provide an annual report (each, an “Annual Report”) containing certain financial information and operating data relating to the District, the City, and the Bonds for each fiscal year and notices of enumerated events. The specific nature of the information to be contained in the Annual Reports or notices of enumerated events to be provided by or on behalf of the District and certain other terms of the District’s continuing disclosure obligations is contained in Appendix F — “FORM OF DISTRICT CONTINUING DISCLOSURE AGREEMENT.” See “CONTINUING DISCLOSURE.” Trumark and Century will also covenant in a Continuing Disclosure Certificate, the form of which is set forth in Appendix I, for the benefit of the Owners, to provide semi-annual reports containing updates of certain development information in this Official Statement regarding the development of the property in Improvement Area No. 11 that it owns and notices of certain significant events. The specific nature of the information to be contained in the semi-annual reports or notices of significant events and certain other terms of Trumark’s and Century’s continuing disclosure obligations are contained in Appendix I — “FORM OF MERCHANT BUILDER CONTINUING DISCLOSURE CERTIFICATE.” See “CONTINUING DISCLOSURE.” Risk Factors
See the section of this Official Statement entitled “SPECIAL RISK FACTORS” for a discussion of certain risk factors that should be considered, in addition to the other matters set forth herein, in evaluating the investment quality of the Bonds generally.
Forward-Looking Statements
Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “intend,” “expect,” “propose,” “estimate,” “project,” “budget,” “anticipate,” or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involves known and unknown risks, uncertainties, and other factors that may cause the 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. No updates or revisions to these forward-looking statements are expected to be issued if or when the expectations, events, conditions, or circumstances on which such statements are based change. The forward-looking statements in this Official Statement are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied by such forward-looking statements. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF.
Limited Obligations
THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE DISTRICT AND ARE PAYABLE FROM AND SECURED BY A PLEDGE OF NET SPECIAL TAXES AND OF MONEYS ON DEPOSIT IN CERTAIN FUNDS AND ACCOUNTS ESTABLISHED UNDER THE FISCAL AGENT AGREEMENT. THE OBLIGATION OF THE DISTRICT TO MAKE PAYMENTS WITH RESPECT TO THE BONDS DOES NOT CONSTITUTE AN OBLIGATION OF THE CITY OR THE DISTRICT FOR WHICH THE CITY OR THE DISTRICT IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY OR THE DISTRICT HAS LEVIED OR PLEDGED ANY FORM OF TAXATION, OTHER THAN THE NET SPECIAL TAXES. THE BONDS ARE NOT A DEBT OF THE CITY, THE DISTRICT, OR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS (OTHER THAN THE DISTRICT TO THE LIMITED EXTENT SET FORTH HEREIN), AND NONE OF THE CITY, THE DISTRICT, OR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE WITH RESPECT TO THE BONDS (OTHER THAN THE DISTRICT TO THE LIMITED EXTENT SET FORTH HEREIN), NOR IN ANY EVENT SHALL THE BONDS BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THE NET SPECIAL TAXES AND ASSETS PLEDGED THEREFOR UNDER THE FISCAL AGENT AGREEMENT.
References Qualified
This Official Statement contains brief descriptions of, among other things, the City, the District, the Master Developer, the Merchant Builders, the Bonds, the Fiscal Agent Agreement, and the Appraisal (as defined herein). Such descriptions do not purport to be comprehensive or definitive. All references in this Official Statement to any documents are qualified in their entirety by reference to such documents, and references to the Bonds are qualified in their entirety by reference to the form of the Bonds included in the Fiscal Agent Agreement. Copies of the forms of the Fiscal Agent Agreement and other documents described in this Official Statement may be obtained from the Fiscal Agent or the District.
Additional Information
Additional information regarding this Official Statement, as well as copies of the Fiscal Agent Agreement and other documents described herein, may be obtained from the City. The City’s address for such purpose is: City of Chino, 13220 Central Avenue, Chino, California 91710, Attention: Director of Finance. The Director of Finance’s telephone number is (909) 334-3262.
ESTIMATED SOURCES AND USES OF FUNDS
The table below describes the estimated sources and uses of funds in connection with the sale of the Bonds.
TABLE 1
Estimated Sources and Uses of Funds
Sources of Funds:
Principal Amount of Bonds
Less: Underwriter’s Discount
[Less/Plus]: [Net Original Issue Discount/Premium]
Total
Uses of Funds:
Deposit to Reserve Account of the Special Tax Fund(1)
Deposit to Costs of Issuance Account of the Improvement Fund(2) Deposit to Interest Account of the Special Tax Fund(3)
Deposit to Facilities Account of the Improvement Fund
Total
(1) Equals the Reserve Requirement.
(2) To be used to pay, among other things, printing costs, filing and recording fees, fees and charges of the Fiscal Agent and expenses of its counsel, fees and expenses of the Special Tax Consultant, the CFD Administrator, the Municipal Advisor and the Appraiser, fees and charges of Bond Counsel and Disclosure Counsel, fees of Underwriter’s Counsel and other costs, charges, and fees in connection with the issuance of the Bonds. (3) Represents the interest on the Bonds capitalized through March 1, 2026.
THE BONDS
General Provisions
The Bonds are authorized to be issued pursuant to the Act and are being issued pursuant to the Authorizing Resolution and the Fiscal Agent Agreement. The Bonds will be issued in fully registered form without coupons and when issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). So long as Cede & Co. is the registered owner of the Bonds, references herein to the Owners or Bond Owners shall mean Cede & Co. and shall not mean the actual purchasers (the “Beneficial Owners”) of the Bonds. The District does not give any assurances that DTC, its Participants, or others will distribute payments with respect to the Bonds or notices concerning the Bonds to the Beneficial Owners thereof or that DTC will service and act in the manner described in this Official Statement. See Appendix G — “BOOKENTRY ONLY SYSTEM.” The Bonds will be issued in the aggregate principal amount set forth on the cover page hereof, in denominations of $5,000 each or any integral multiple thereof. Principal of the Bonds will be payable on September 1 in the years and in the principal amounts set forth on the inside cover page hereof. Interest on the Bonds will accrue from the date of original issuance of the Bonds at the rates per annum set forth on the inside cover page hereof (computed on the basis of a 360-day year consisting of twelve 30-day months) and will be payable semiannually on March 1 and September 1, commencing March 1, 2026 (each, an “Interest Payment Date”). Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless (i) it is authenticated on an Interest Payment Date, in which event it shall bear interest from such date of authentication, (ii) it is authenticated prior to an Interest Payment Date and after the close of business on the Record Date (as defined below) preceding such Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event it shall bear interest from the original date of delivery of the Bonds; provided, however, that if, at the time of authentication of any Bond, interest thereon is in default or overdue, such Bond shall bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon or, if no interest has been paid or made available for payment on that Bond, interest on that Bond shall be payable from its dated date. The term “Record Date” is defined in the Fiscal Agent Agreement as the fifteenth day of the month next preceding the month of the applicable Interest Payment Date, whether or not such day is a Business Day.
Interest on the Bonds will be payable by check of The Bank of New York Mellon Trust Company, N.A., Los Angeles, California, as Fiscal Agent, mailed to the Owner thereof at the address of such Owner as it appears on the Bond registration books maintained by the Fiscal Agent at the close of business on the applicable Record Date, or by wire transfer (i) to DTC (so long as the Bonds are in book-entry form pursuant to the terms of the Fiscal Agent Agreement), or (ii) to an account within the United States at the written request of any Owner of Bonds in the aggregate principal amount of $1,000,000 or more. Principal of the Bonds and any redemption premium on the Bonds are payable upon presentation and surrender of the applicable Bonds at the principal corporate trust office of the Fiscal Agent in Los Angeles, California. While the Bonds are held in DTC book-entry form, all such payments will be made to Cede & Co. as the Owner of the Bonds for subsequent transmittal to the Beneficial Owners. See Appendix G — “BOOKENTRY ONLY SYSTEM.” The Bonds are payable from certain funds pledged under the Fiscal Agent Agreement. Additional bonds secured on a parity with the Bonds may be issued under the Fiscal Agent Agreement only to refund outstanding Bonds and other Parity Bonds theretofore issued upon satisfaction of certain conditions precedent thereunder. See “SECURITY FOR THE BONDS —Parity Bonds for Refunding Purposes Only.” Redemption Provisions*
Optional Redemption. The Bonds may be redeemed, at the option of the District, from any source of funds, other than Prepayments of Special Taxes, on any date on or after September 1, 20__, in whole, or in part (in such amounts and maturities as may be designated by the District, with the particular Bonds of such maturities to be selected by the Fiscal Agent by lot), at a redemption price equal to the principal amount of Bonds being redeemed, together with accrued interest to the date of redemption, without premium.
Special Mandatory Redemption from Prepayments of Special Taxes. The Bonds are subject to redemption as a whole, or in part on a pro rata basis among maturities, on any Interest Payment Date prior to maturity from the proceeds of the prepayment of Special Taxes deposited in the Redemption Account pursuant to this Fiscal Agent Agreement and amounts transferred from the Reserve Account in connection with such prepayment. Such extraordinary mandatory redemption of the Bonds shall be at the following redemption prices (expressed as percentages of the principal amount of the Bonds to be redeemed), together with accrued interest thereon to the date of redemption:
Redemption Dates
Redemption Price
September 1, 20__ through March 1, 20__
103%
September 1, 20__ and March 1, 20__
102
September 1, 20__ and March 1, 20__
101
September 1, 20__ and any Interest Payment Date thereafter 100
In the event that Bonds are redeemed as provided above, the District will give written notice to the Fiscal Agent of such redemption, the redemption date and the maturity dates of the Bonds to be redeemed. The notice to the Fiscal Agent will be given at least 45 but no more than 60 days prior to the redemption date, or by such later date as is acceptable to the Fiscal Agent, in its sole discretion.
Mandatory redemption of Bonds from Special Tax prepayments may result in the reduction in the otherwise expected yield on such bonds if the Bonds were purchased at a price greater than par. See “SPECIAL RISK FACTORS — Potential Early Redemption of Bonds from Special Tax Prepayments.” When a Special Tax prepayment is received and transferred to the Fiscal Agent, such payment shall be accompanied by a Certificate of an Authorized Representative stating the principal amount of the Bonds, and any Parity Bonds, respectively, to be redeemed from such prepayment.
Mandatory Sinking Payment Redemption. The Bonds maturing on September 1, 20__ will be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Principal Account, on September 1, 20__, and on each September 1 thereafter to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The Term Bonds so called for redemption will be selected by the Fiscal Agent by lot and will be redeemed at a redemption price for each redeemed Term Bond equal to the principal amount thereof, plus accrued interest to the redemption date, without premium, as follows:
Redemption Dates
(September 1)
Sinking Payments
(maturity)
The Bonds maturing on September 1, 20__ will be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Principal Account, on September 1, 20__, and on each September 1 thereafter to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The Term Bonds so called for redemption will be selected by the Fiscal Agent by lot and will be redeemed at a redemption price for each redeemed Term Bond equal to the principal amount thereof, plus accrued interest to the redemption date, without premium, as follows:
Redemption Dates
(September 1)
Sinking Payments
(maturity)
The Bonds maturing on September 1, 20__ will be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Principal Account, on September 1, 20__, and on each September 1 thereafter to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The Term Bonds so called for redemption will be selected by the Fiscal Agent by lot and will be redeemed at a redemption price for each redeemed Term Bond equal to the principal amount thereof, plus accrued interest to the redemption date, without premium, as follows:
Redemption Dates
(September 1)
Sinking Payments
(maturity)
The Bonds maturing on September 1, 20__ will be called before maturity and redeemed, from the Sinking Fund Payments that have been deposited into the Principal Account, on September 1, 20__, and on each September 1 thereafter to maturity, in accordance with the schedule of Sinking Fund Payments set forth below. The Term Bonds so called for redemption will be selected by the Fiscal Agent by lot and will be redeemed at a redemption price for each redeemed Term Bond equal to the principal amount thereof, plus accrued interest to the redemption date, without premium, as follows:
Redemption Dates
(September 1)
Sinking Payments
(maturity)
The amounts in the foregoing tables will be reduced as a result of any prior partial optional or special mandatory redemption of the Bonds pursuant to the Fiscal Agent Agreement, as specified in writing by the District, pro rata, as nearly as practicable, among Sinking Fund Payments. See “— Optional Redemption” and “— Special Mandatory Redemption from Prepayments of Special Taxes” above.
Selection of Bonds for Partial Redemption. If less than all of the Bonds of a maturity are to be redeemed, the portion of any Bond or Parity Bond of a denomination of more than $5,000 to be redeemed will be in the principal amount of $5,000 or an integral multiple thereof. In selecting portions of such Bonds or Parity Bonds for redemption, the Fiscal Agent will treat such Bonds or Parity Bonds, as representing that number of Bonds or Parity Bonds of $5,000 denominations which is obtained by dividing the principal amount of such Bonds or Parity Bonds to be redeemed in part by $5,000, and such selection of Bonds for redemption will be by lot. The Fiscal Agent will promptly notify the District in writing of the Bonds or Parity Bonds, or portions thereof, selected for redemption.
Notice of Redemption. So long as the Bonds are in book-entry form registered in the name of Cede & Co., as nominee for DTC, the Fiscal Agent will give any notice of redemption or any other notices required to be given to Owners only to DTC. Any failure of DTC to advise any Participant (as defined in Appendix G), or of any Participant to notify the applicable Beneficial Owner, of any such notice and its content or effect will not affect the validity of the redemption of the Bonds called for redemption or any other action premised on such notice. See Appendix G — “BOOK-ENTRY ONLY SYSTEM.” The Fiscal Agent shall give notice, in the name of the District, of the redemption of such Bonds or Parity Bonds. Such notice of redemption shall (a) specify the CUSIP numbers (if any), the numbers and the maturity date or dates of the Bonds or Parity Bonds selected for redemption, except that where all of the Bonds or an issue of Parity Bonds are subject to redemption, or all the Bonds or Parity Bonds of one maturity, are to be redeemed, the bond numbers of such issue need not be specified; (b) state the date fixed for redemption and surrender of the Bonds or Parity Bonds to be redeemed; (c) state the redemption price; (d) state the place or places where the Bonds or Parity Bonds are to be redeemed; (e) in the case of Bonds or Parity Bonds to be redeemed only in part, state the portion of such Bond or Parity Bond which is to be redeemed; (f) state the date of issue of the Bonds or Parity Bonds as originally issued; (g) state the rate of interest borne by each Bond being redeemed; and (h) state any other descriptive information needed to identify accurately the Bonds or Parity Bonds being redeemed as shall be specified by the District. Such notice shall further state that on the date fixed for redemption, there shall become due and payable on each Bond, Parity Bond or portion thereof called for redemption, the principal thereof, together with any premium, and interest accrued to the redemption date, and that from and after such date, interest thereon shall cease to accrue and be payable.
At least 30 days but no more than 45 days prior to the redemption date, the Fiscal Agent shall mail a copy of such notice, by first class mail, postage prepaid, to the respective registered Owners thereof at their addresses appearing on the Bond Register, and to the original purchaser of the Bonds or Parity Bonds, as applicable; provided, however, that, so long as the Bonds are registered in the name of the Depository or the Nominee, notice of redemption will be given in accordance with the procedures of the Depository. The actual receipt by the Owner of any Bond or Parity Bond or the original purchaser of any Bond of notice of such redemption shall not be a condition precedent to redemption, and neither the failure to receive nor any defect in such notice shall affect the validity of the proceedings for the redemption of such Bonds or Parity Bonds, or the cessation of interest on the redemption date. A certificate by the Fiscal Agent that notice of such redemption has been given as herein provided shall be conclusive as against all parties and the Owner shall not be entitled to show that he or she failed to receive notice of such redemption.
In addition to the foregoing notice, further notice shall be given by the Fiscal Agent as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.
Each further notice of redemption shall be sent at least two days before notice of redemption is mailed to the Bondowners pursuant to the first paragraph of this Section by registered or certified mail or overnight delivery service to the Depository and to any other registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds and Parity Bonds as shall be specified by the District to the Fiscal Agent and to each Nationally Recognized Municipal Securities Information Repository for purposes of S.E.C. Rule 15(c)2-12 by (i) first class mail, postage prepaid, or (ii) overnight delivery service.
With respect to any notice of optional redemption of Bonds, such notice may state that such redemption shall be conditional upon the receipt by the Fiscal Agent on or prior to the date fixed for such redemption of moneys sufficient to pay the principal of, premium, if any, and interest on such Bonds to be redeemed and that, if such moneys shall not have been so received, said notice shall be of no force and effect and the Fiscal Agent shall not be required to redeem such Bonds. In the event that such notice of redemption contains such a condition and such moneys are not so received, the redemption shall not be made, and the Fiscal Agent shall within a reasonable time thereafter give notice, in the manner in which the notice of redemption was given, that such moneys were not so received.
Upon the payment of the redemption price of any Bonds and Parity Bonds being redeemed, each check or other transfer of funds issued for such purpose shall to the extent practicable bear the CUSIP number identifying, by issue and maturity, the Bonds and Parity Bonds being redeemed with the proceeds of such check or other transfer.
Effect of Redemption. From and after the date fixed for redemption, if funds for the payment of the principal of and interest and premium, if any, on the Bonds so called for redemption shall be available for such purpose, such Bonds so called will cease to be entitled to any benefit under the Fiscal Agent Agreement other than the right to receive payment of the redemption price, and no interest will accrue thereon on or after the redemption date specified in such notice.
Purchase of Bonds in Lieu of Redemption. In lieu of any redemption under the Fiscal Agent Agreement, moneys in the Redemption Account of the Special Tax Fund (other than prepayments of Special Taxes, which shall be used to redeem Bonds as described above under the caption “— Special Mandatory Redemption from Prepayments of Special Taxes”) may be used by the District to purchase Outstanding Bonds at public or private sale as and when and at such prices as the District may in its discretion determine but only at prices (including brokerage or other expenses) not more than par plus accrued interest, plus, in the case of moneys set aside for an optional redemption, the premium applicable at the next following call date according to the premium schedule established in the Fiscal Agent Agreement (which schedule is set forth above under the caption “— Optional Redemption”). Any accrued interest payable upon the purchase of Bonds may be paid from the amount reserved in the Special Tax Fund for the payment of interest on the next following Interest Payment Date.
Debt Service for the Bonds
The following is the annual debt service schedule for the Bonds (assuming no redemption prior to maturity except from mandatory sinking fund redemption).
Bond Year Ending
September 1
Principal Due
on Bonds (1)
Interest Due
on Bonds
Total Debt Service
Due on Bonds (1)
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
Total
(1) Includes Sinking Fund Payments.
Source: Underwriter.
SECURITY FOR THE BONDS
Pledge Under Fiscal Agent Agreement; Net Special Taxes
Pursuant to the Fiscal Agent Agreement, the Bonds are secured by a first pledge of all Net Special Taxes and all moneys on deposit in the Interest Account, the Principal Account, the Redemption Account, and the Reserve Account of the Special Tax Fund. None of the amounts in the Administrative Expense Fund, the Improvement Fund, the Surplus Taxes Fund, or the Rebate Fund are pledged to the repayment of the Bonds.
In addition, none of the Facilities are in any way pledged to the repayment of the Bonds and are free and clear of any lien or obligation imposed under the Fiscal Agent Agreement.
The term “Net Special Taxes” is defined in the Fiscal Agent Agreement as Gross Special Taxes minus the amount deposited in the Administrative Expense Fund pursuant to the Fiscal Agent Agreement. The term “Gross Special Taxes” is defined in the Fiscal Agent Agreement as the amount of all Special Taxes received by the District for Improvement Area No. 11, together with the proceeds collected from the sale of taxable property in Improvement Area No. 11 pursuant to the foreclosure provisions contained in the Fiscal Agent Agreement for the delinquency of such Special Taxes, after payment of administrative costs and attorney’s fees payable from such proceeds to the extent not previously paid from the Administrative Expense Fund. The term “Special Taxes” is defined in the Fiscal Agent Agreement as Special Tax A (as defined in the Rate and Method of Apportionment) authorized to be levied by the District on property within Improvement Area No. 11 in accordance with the Ordinance, the Resolution of Formation, the Act, and the voter approval obtained at the November 5, 2024 election in Improvement Area No. 11. See Appendix C — “RATE AND METHOD OF APPORTIONMENT.” The Improvement Areas are not cross-collateralized. Special taxes levied within any Improvement Area other than the Net Special Taxes levied within Improvement Area No. 11 are not pledged or available to pay debt service on the Bonds.
Additional bonds secured on a parity with the Bonds may be issued under the Fiscal Agent Agreement only to refund outstanding Bonds and any other Parity Bonds theretofore issued upon satisfaction of certain conditions precedent thereunder. See “—Parity Bonds for Refunding Purposes Only.” All Special Taxes received by the District shall be transferred to the Fiscal Agent when received by the District and will be deposited into the Special Tax Fund held and maintained by the Fiscal Agent; provided that any proceeds of Special Tax prepayments will be transferred by the District to the Fiscal Agent for deposit into the Redemption Account of the Special Tax Fund. It is expected that the Special Taxes levied by the City for and on behalf of the District will be collected for the City by the Treasurer-Tax Collector of the County of San Bernardino (the “County”) in the same manner and at the same time as ad valorem property taxes are collected by the County. Special Taxes may, however, be collected by direct billing by the District of the affected property owners. The District has covenanted in the Fiscal Agent Agreement to initiate judicial foreclosure proceedings in the event of the discovery of delinquent payments of Special Taxes, under certain circumstances as described in the Fiscal Agent Agreement. See “SECURITY FOR THE BONDS — Covenant to Commence Superior Court Foreclosure for Delinquent Special Taxes.” The Fiscal Agent is required under the Fiscal Agent Agreement to transfer the Special Taxes on deposit in the Special Tax Fund on the dates and in the amounts set forth in the Fiscal Agent Agreement in the following order of priority, to:
(1) the Administrative Expense Fund from time to time amounts necessary to make timely payment of Administrative Expenses, and such amounts shall be disbursed, all as directed in a certificate of the City or the District; (2) the Interest Account of the Special Tax Fund in the amount necessary to cause the balance on deposit therein to equal the interest coming due on the Bonds on the next succeeding Interest Payment Date; (3) the Principal Account of the Special Tax Fund in the amount necessary to cause the balance on deposit therein to be equal to the principal amount of the Bonds, and/or the Sinking Fund Payment payable on the next succeeding September 1; (4) the Reserve Account of the Special Tax Fund in the amount, if any, necessary to cause the balance on deposit in the Reserve Account to equal the Reserve Requirement; (5) the Rebate Fund in the amounts required to be deposited therein pursuant to the Fiscal Agent Agreement; and (6) the Surplus Taxes Fund any amount remaining after all of the foregoing deposits and transfers have been completed.
THE OBLIGATIONS OF THE DISTRICT UNDER THE FISCAL AGENT AGREEMENT AND THE BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE DISTRICT, PAYABLE SOLELY FROM NET SPECIAL TAXES AND THE FUNDS PLEDGED THEREFOR UNDER THE FISCAL AGENT AGREEMENT. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY, THE DISTRICT (EXCEPT TO THE LIMITED EXTENT DESCRIBED HEREIN), THE COUNTY, OR THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE IS PLEDGED TO THE PAYMENT OF THE BONDS.
The Special Taxes will be levied against taxable property within Improvement Area No. 11; such Special Taxes do not constitute a personal indebtedness of any property owner in Improvement Area No. 11. There is no assurance that a property owner will be financially able to pay the annual Special Taxes or that it will pay such Special Taxes even if financially able to do so. See “SPECIAL RISK FACTORS — Billing and Collection of Special Taxes; Foreclosure” and “— Bankruptcy and Foreclosure.” Special taxes levied in any improvement area of the District, other than Improvement Area No. 11 as described in this Official Statement, are not pledged or available to pay debt service on the Bonds.
Rate and Method of Apportionment
Pursuant to the Rate and Method of Apportionment, the Special Tax (defined in the Rate and Method of Apportionment as “Special Tax A”) will be levied on Taxable Property (as defined in the Rate and Method of Apportionment) within Improvement Area No. 11, which Special Tax will be levied in sufficient amount to pay (i) the debt service and periodic costs on all outstanding Bonds due in the Calendar Year that commences in such Fiscal Year, (ii) Administrative Expenses attributable to Special Tax A, (iii) the costs associated with the release of funds from an escrow account, (iv) any amount required to establish or replenish any reserve funds established in association with the Bonds, and (v) the collection or accumulation of funds for the acquisition or construction of facilities or payment of fees authorized by the District by the levy on Developed Property of the Assigned Annual Special Tax A (as such terms are defined in the Rate and Method of Apportionment), as required by the Acquisition Agreement provided that the inclusion of such amount does not cause an increase in the levy of Special Tax A on Approved Property or Undeveloped Property under the Rate and Method of Apportionment, less (vi) any amount available to pay debt service or other periodic costs on the Bonds pursuant to any applicable fiscal agent agreement, or trust agreement. See Appendix A — “SUMMARY OF FISCAL AGENT AGREEMENT — Definitions” for a description of the expenses that constitute “Administrative Expenses.” See also Appendix C — “RATE AND METHOD OF APPORTIONMENT.” As shown in the Notice of Special Tax Lien for Improvement Area No. 11 of the District, recorded on November 19, 2024 as Instrument No. 2024-0277501 in the official records of the County, Improvement Area No. 11 is divided into two zones for purposes of assigning a Special Tax A rate, Zones 1 and 2. Zone 1 includes of Lots 1 through 59 of Tract 20446-1 and Zone 2 includes Lots 1 through 55 of Tract 20446.
The Rate and Method of Apportionment provides that the Maximum Special Tax A for an Assessor’s Parcel of Residential Property, Multifamily Residential Property or Non-Residential Property in any fiscal year shall be the greater of (i) the Assigned Annual Special Tax A or (ii) the Backup Annual Special Tax A for such Assessor’s Parcel. The Rate and Method of Apportionment provides that the Maximum Special Tax A for each Assessor’s Parcel classified as Approved Property, Undeveloped Property, or Provisional Undeveloped Property in any fiscal year shall be the Assigned Annual Special Tax A. Capitalized terms used in this paragraph and not otherwise defined have the meanings ascribed to them in the Rate and Method of Apportionment.
Assigned Annual Special Tax A for Developed Property. Pursuant to the Rate and Method of Apportionment, the Assigned Annual Special Tax A for Developed Property in Zones 1 and 2 of Improvement Area No. 11 will be calculated using the rates shown in the following Table 2.
TABLE 2
Assigned Special Taxes
Land Use
Residential Floor Area
No. of Units
Assigned Special Tax A Per Parcel/Acre(1)
Projected Fiscal Year 2026-27 Special Tax Per Parcel
Total
Projected
Fiscal Year
2026-27 Special Tax Levy(2)
Percent of Total
Zone 1
Residential
Less than 2,800 sq. ft.
16 $ 8,710
$ 8,710
$ 139,360
14.16%
Residential
2,800 sq. ft. to 3,000 sq. ft.
14 9,035
9,035
126,490
12.85 Residential
3,001 sq. ft. to 3,200 sq. ft.
0 9,360
0 0
0.00 Residential
Greater than 3,200 sq. ft.
14 9,685
9,685
135,590
13.78 Approved
N/A
15 80,952
4,968
74,520
7.57 Zone 2
Residential
Less than 2,700 sq. ft.
6 $ 8,620
$ 8,620
$ 51,720
5.25%
Residential
2,700 sq. ft. to 2,900 sq. ft.
0 8,900
0 0
0.00 Residential
2,901 sq. ft. to 3,100 sq. ft.
3 9,180
9,180
27,540
2.80 Residential
3,101 sq. ft. to 3,300 sq. ft.
0 9,460
0 0
0.00 Residential
3,301 sq. ft. to 3,500 sq. ft.
0 9,740
0 0
0.00 Residential
3,501 sq. ft. to 3,700 sq. ft.
16 10,020
10,020
160,320
16.29 Residential
Greater than 3,700 sq. ft.
21 10,300
10,300
216,300
21.98 Approved
N/A
9 75,283
5,823
52,410
5.32 114
$ 984,250
100.00%
(1) The Assigned Special Tax rate for Approved Property, per the Rate and Method of Apportionment, is per acre. (2) Includes the debt service requirement and the Fiscal Year 2026-27 Administrative Expense requirement of $30,000. Per the Development Agreement, all parcels subject to the tax will be levied at the Assigned Special Tax Rate until all eligible facilities are financed.
Source: Webb Municipal Finance, LLC.
Assigned Annual Special Tax A for Approved, Undeveloped, and Provisional Undeveloped Property. Pursuant to the Rate and Method of Apportionment, the Assigned Annual Special Tax A for Approved Property, Undeveloped Property, and Provisional Undeveloped Property will be calculated using the rates shown in the following Table 3.
TABLE 3
Assigned Annual Special Tax A Rates for
Approved Property, Undeveloped Property, and Provisional Undeveloped Property Zone
Rate
Minimum Taxable Acres
Zone 1
$80,952 per Acre
6.68 Zone 2
$75,283 per Acre
7.25 Source: Rate and Method of Apportionment.
Backup Annual Special Tax A. Pursuant to the Rate and Method of Apportionment, for Residential Property, at the time a final map is recorded, the City shall determine which Zone the final map area lies within and the Backup Annual Special Tax A for all Assessor’s Parcels classified or reasonably expected to be classified as Residential Property (as defined in the Rate and Method of Apportionment) within such final map area shall be determined by multiplying the Maximum Special Tax A rate for Undeveloped Property for the applicable Zone by the total acreage of Taxable Property (as defined in the Rate and Method of Apportionment) within such final map area, excluding the Provisional Undeveloped Property Acreage area, or Multifamily Residential Property and/or Non-Residential Property Acreage area, if any, and any acreage reasonably expected to be classified as Exempt Property (as defined in the Rate and Method of Apportionment), and dividing such amount by the total number of such Assessor’s Parcels of Residential Property reasonably expected to be constructed within such final map area. In no circumstance shall the total Acreage of Taxable Property in each Zone be less than the acreage set forth in Table 3 above.
If the final map area described in the preceding paragraph lies within more than one Zone, the Backup Special Tax for Parcels of Residential Property or Parcels expected to be classified as Residential Property shall be determined by multiplying the Maximum Special Tax A rate for Undeveloped Property for the applicable Zone in which the majority of each Assessor Parcel lies by the total Acreage of each Assessor Parcel.
The Maximum Special Tax A permitted to be levied under the Rate and Method of Apportionment provides not less than 110% coverage over the principal and interest payments to be made with respect to the Bonds. Based on the development status within Improvement Area No. 11 as of October 15, 2025, the District expects to levy Special Taxes on 90 parcels classified as Developed Property at the Assigned Special Tax rates for Fiscal Year 2026-27 and with an additional 24 parcels being levied as Approved Property. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT — The Development Plans.” Pursuant to the Act, the Special Taxes levied in any fiscal year against any parcel of residential property in Improvement Area No. 11 of the District may not be increased as a consequence of delinquency or default by the owners of any other parcels within Improvement Area No. 11 of the District by more than 10% above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults.
Reserve Account
Pursuant to the Fiscal Agent Agreement, the Fiscal Agent has established and will maintain the Reserve Account of the Special Tax Fund for the Bonds at the Reserve Requirement. The term “Reserve Requirement” means, as of any date of calculation by the District, an amount equal to the least of (i) 10% of the initial principal amount of the Bonds and any Parity Bonds, (ii) Maximum Annual Debt Service on the then Outstanding Bonds and any Parity Bonds, or (iii) 125% of Average Annual Debt Service on the Outstanding Bonds and any Parity Bonds. The term “Maximum Annual Debt Service” means, at any point in time, with respect to the Bonds and any Parity Bonds, then Outstanding, the greatest amount of Annual Debt Service on such bonds in the then current or any succeeding Bond Year prior to the final maturity of such bonds. The term “Annual Debt Service” means, for any Bond Year, the sum of (i) the interest payable on all Outstanding Bonds or Parity Bonds, as applicable, in such Bond Year, assuming that all such bonds then Outstanding are retired as scheduled (including by reason of Sinking Fund Payment redemption in such Bond Year), and (ii) the principal amount of all Outstanding Bonds and Parity Bonds, as applicable, due in such Bond Year (including any Sinking Fund Payment redemptions due in such Bond Year).
Moneys in the Reserve Account will be used solely for the purpose of paying the principal of, including Sinking Fund Payments, and interest on the Bonds when due in the event that the balance on deposit in the Interest Account or the Principal Account, as the case may be, is insufficient for such purpose and for the purpose of making any required transfer to the Rebate Fund pursuant to the Fiscal Agent Agreement upon written direction from the District, or any required transfer to the Redemption Account as described below. If the amounts in the Interest Account or Principal Account, as the case may be, are insufficient to pay the principal of, including Sinking Fund Payments, or interest on the Bonds when due, or amounts in the Special Tax Fund are insufficient to make transfers to the Rebate Fund when required, the Fiscal Agent will withdraw from the Reserve Account for deposit in the Interest Account or the Principal Account, as the case may be, or the Rebate Fund, as applicable, moneys necessary for such purposes. See Appendix A — “SUMMARY OF FISCAL AGENT AGREEMENT.” Whenever moneys are withdrawn from the Reserve Account, after making the required transfers to the Interest Account, Principal Account, and Redemption Account of the Special Tax Fund as required pursuant to the Fiscal Agent Agreement, the Fiscal Agent will transfer to the Reserve Account from available moneys in the Special Tax Fund, or from any other legally available funds which the District elects to apply to such purpose, the amount needed to restore the amount of the Reserve Account to the Reserve Requirement. If amounts in the Special Tax Fund together with any other amounts transferred to replenish the Reserve Account are inadequate to restore the Reserve Account to the Reserve Requirement, then the District will include the amount necessary to fully restore the Reserve Account to the Reserve Requirement in the next annual Special Tax levy, subject to the Maximum Special Tax A rates which may be levied.
In connection with any optional redemption of Bonds, redemption of Bonds from prepayment of the Special Taxes, or a partial defeasance of Bonds in accordance with this Fiscal Agent Agreement, amounts in the Reserve Account may be applied to such redemption or partial defeasance if so provided in a certificate of an authorized representative of the City or the District, so long as the amount on deposit in the Reserve Account following such optional redemption or partial defeasance equals the Reserve Requirement following such optional redemption or partial defeasance.
To the extent that the amount on deposit in the Reserve Account as of the first day of the final Bond Year for the Bonds equals or exceeds Annual Debt Service for that Bond Year, amounts in the Reserve Account may be applied to pay the principal of and interest due on the Bonds in the final Bond Year, if so provided in a certificate of an authorized representative of the City or the District.
The Fiscal Agent will withdraw from the Reserve Account moneys in excess of the Reserve Requirement not transferred as described above one Business Day before each March 1 and September 1, and transfer such moneys to the Facilities Account of the Improvement Fund, unless prior to such date the Fiscal Agent is directed in a certificate of an authorized representative of the City or the District to transfer such moneys to a different fund or account specified in such certificate.
Covenant to Commence Superior Court Foreclosure for Delinquent Special Taxes Pursuant to Section 53356.1 of the Act, the District has covenanted with and for the benefit of the Owners that it will order, and cause to be commenced, on or before October 1 of the fiscal year immediately following the fiscal year in which a delinquency in the payment of a Special Tax occurs, and thereafter diligently prosecute to judgment (unless such delinquency is theretofore brought current), an action in the superior court to foreclose the lien of any Special Tax or installment thereof not paid when due; provided that the District need not commence or pursue such proceedings with respect to any property owned by a single property owner who is delinquent in the payment of Special Taxes in an amount less than $5,000 if both (i) the aggregate amount of such delinquent Special Taxes does not exceed 5% of the total Special Taxes due and payable for the fiscal year in question and (ii) the balance on deposit in the Reserve Account of the Special Tax Fund is not less than the Reserve Requirement. Special Taxes collected as a result of a foreclosure proceeding shall be deposited in the Special Tax Fund and only inure to the benefit of the Owners of the Bonds in the manner provided in the Fiscal Agent Agreement. See “SPECIAL RISK FACTORS — Billing and Collection of Special Taxes; Foreclosure” and “— Bankruptcy and Foreclosure.” Priority of Lien
The lien of the Special Tax has priority over all private liens on the property within Improvement Area No. 11 whenever imposed. The lien of the Special Tax is co-equal to and independent of the lien for general property taxes, fixed lien special assessments, and any other special taxes, including, without limitation, special taxes created pursuant to the Act. The property in Improvement Area No. 11 is not currently subject to any fixed lien special assessments or special taxes levied pursuant to the Act (other than the Special Taxes and Special Tax B (as defined in the Rate and Method of Apportionment)). See “THE DISTRICT AND IMPROVEMENT AREA NO. 11 — Direct and Overlapping Debt.” Parity Bonds for Refunding Purposes Only
Subject to the limitations set forth in the Fiscal Agent Agreement, the District may at any time after the issuance and delivery of the Bonds, issue Parity Bonds payable from the Net Special Taxes and other amounts deposited in the Special Tax Fund and secured by a lien and charge upon such amounts equal to the lien and charge securing the Outstanding Bonds and any other Parity Bonds theretofore issued. Parity Bonds may be issued only to refund outstanding Bonds or Parity Bonds so long as such refunding results in a reduction of Annual Debt Service.
THE DISTRICT AND IMPROVEMENT AREA NO. 11
General Information
On July 20, 2004, the City Council formed the District pursuant to the Act and the Resolution of Formation for the purpose of financing the Facilities, as more specifically described herein, and designated Improvement Area Nos. 1, 2, 3, and 4 therein. Pursuant to a special election held on July 20, 2004, the qualified voters within each of the Improvement Areas approved the levy of special taxes in accordance with a rate and method of apportionment to secure the payment of principal of and interest on bonds and to pay for public improvements. See “FACILITIES TO BE FINANCED WITH THE PROCEEDS OF THE BONDS,” “PROPERTY OWNERSHIP AND THE DEVELOPMENT,” and Appendix C — “RATE AND METHOD OF APPORTIONMENT.” On October 1, 2024, after receiving a petition from the Master Developer, the City Council passed its Resolution of Intention to annex certain territory into the District in order to form Improvement Area No. 11, and to incur bonded indebtedness in an amount not-to-exceed $20 million therein. After an election held on November 5, 2024, the qualified electors within Improvement Area No. 11 approved the formation of Improvement Area No. 11, the levy of the Special Taxes pursuant to the Rate and Method of Apportionment therein, and a not-to-exceed amount of $20,000,000 in bonded indebtedness for Improvement Area No. 11.
On November 19, 2024, the City Council approved the Ordinance, which, among other things, authorized the levy of the Special Taxes within Improvement Area No. 11 that secure the payment of principal and interest with respect to the Bonds.
The District and Improvement Area No. 11
The District is comprised of approximately 788 gross acres of land located in the City of Chino, California (the “City”), and is divided into ten improvement areas designated and defined as “Improvement Area No. 1,” “Improvement Area No. 2,” “Improvement Area No. 3,” “Improvement Area No. 4,” “Improvement Area No. 5,” “Improvement Area No. 6,” “Improvement Area No. 7,” “Improvement Area No. 8,” “Improvement Area No. 9,” “Improvement Area No. 10,” and “Improvement Area No. 11.” Improvement Area No. 11 is comprised of approximately 21.31 gross acres. Improvement Area No. 1, Improvement Area No. 2, Improvement Area No. 3, Improvement Area No. 4, Improvement Area No. 5, Improvement Area No. 6, Improvement Area No. 7, Improvement Area No. 8, Improvement Area No. 9, Improvement Area No. 10 and Improvement Area No. 11 are collectively referred to herein as the “Improvement Areas.” See Appendix H — “BOUNDARY MAP OF COMMUNITY FACILITIES DISTRICT NO. 2003-3.” Special taxes levied in any improvement area of the District, other than Improvement Area No. 11 as described in this Official Statement, are not pledged or available to pay debt service on the Bonds.
Ownership of Property in Improvement Area No. 11
In the aggregate, as of October 15, 2025, of the 114 detached single family residences planned within Improvement Area No. 11, individual homeowners owned 33 completed homes, Trumark owned 8 completed homes, 24 single family residences in various stages of construction and 9 lots, and Century owned 18 completed homes, 7 single family residences in various stages of construction and 15 lots. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT — The Merchant Builders.” Trumark plans to develop the Legacy neighborhood into 55 attached single family residences. As of October 15, 2025, of the 55 detached single family residences planned for the Legacy neighborhood, individual homeowners owned 14 single family residences and Trumark owned 8 completed single family residences, 24 single family residences under construction, and 9 lots. As of October 15, 2025, 14 of the 32 single family residences completed or under construction and owned by Trumark were in escrow.
Century is developing the Heritage neighborhood into 59 detached single family residences. As of October 15, 2025, of the 59 detached single family residences planned for the Heritage neighborhood, individual homeowners owned 19 single family residences and Century owned 18 completed single family residences, 7 single family residences under construction, and 15 lots. As of October 15, 2025, 2 of the 25 single family residences completed or under construction and owned by Century were in escrow.
Sales contracts are subject to cancellation and, therefore, single family residences currently in escrow may not result in closed escrows with the prospective homebuyers. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT — The Merchant Builders.” Property Values; Appraised Value-to-Lien Ratio
An Appraisal, dated October 15, 2025 (the “Appraisal”), has been prepared by BTI Appraisal (the “Appraiser”), the text of which is set forth as Appendix D. The Appraisal provides that the “as-is” fee simple market value (the “Appraised Value”), as of October 15, 2025, of all of the property within Zone 1 and Zone 2 within Improvement Area No. 11 subject to the Special Taxes is approximately $98,287,011 (the “Appraised Value”), consisting of property owned by the Merchant Builders and the 33 completed single family residences owned by individual homeowners, which estimate is based on percentage complete, estimated completion date, and average construction costs estimated by the Merchant Builders.
The term “market value” is defined in the Appraisal as “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.” The principal amount of the Bonds is $14,485,000*. Although the lien of the Special Tax includes both the principal of and interest on the Bonds, for purposes of calculating the appraised valueto-lien ratio, the principal of the Bonds will be utilized to calculate the total lien on the property in Improvement Area No. 11. The ratio of the aggregate Appraised Value of the taxable property within Improvement Area No. 11 (using an Appraised Value of $98,287,011) to the total lien of the Bonds plus the outstanding land secured bond indebtedness and the outstanding general obligation bond indebtedness applicable to the taxable property within Improvement Area No. 11 is approximately 6.20*-to-1 including overlapping general obligation debt, and approximately 6.79*-to-1 excluding overlapping general obligation debt. The Fiscal Year 2026-27 Special Tax levy is projected to be approximately $984,250, levied on 90 parcels classified as Developed Property and 24 parcels classified as Approved Property, based on development status within Improvement Area No. 11 as of October 15, 2025.
See “THE DISTRICT AND IMPROVEMENT AREA NO. 11 — Direct and Overlapping Debt,” “SPECIAL RISK FACTORS — Land Values, the Appraisal and Appraised Value-to-Lien Ratio,” Appendix C — “RATE AND METHOD OF APPORTIONMENT,” and Appendix D — “APPRAISAL.” The Appraisal is based upon a variety of assumptions and limiting conditions that are described in Appendix D. The City and the District make no representation as to the accuracy of the Appraisal or as to whether or not the appraised Taxable Property in Improvement Area No. 11 could be sold, at a foreclosure sale or otherwise, for a price equal to the Appraised Value thereof.
Each of the aforesaid value to lien ratios is for all of the taxable property within Improvement Area No. 11, however, the ratios of the value of individual lots within Improvement Area No. 11 to their respective shares of the principal amount of the Bonds can be expected to vary substantially depending upon the status of development and selling price thereof. See Table 4 below. The apportionment of existing land secured debt other than the Bonds is a function of the rate and method of apportionment attributable to each of those community facilities districts.
Assessed values do not necessarily represent market values. Article XIIIA of the California Constitution (Proposition 13) defines “full cash value” to mean “the County assessor’s valuation of real property as shown on the 1975/76 roll under ‘full cash value’, or, thereafter, the appraised value of real property when purchased or newly constructed or when a change in ownership has occurred after the 1975 assessment,” subject to exemptions in certain circumstances of property transfer or reconstruction. The “full cash value” is subject to annual adjustment to reflect increases, not to exceed 2% for any 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. Because of the general limitation to 2% per year in increases in full cash value of properties which remain in the same ownership, the County tax roll does not reflect values uniformly proportional to actual market values. There can be no assurance that the assessed valuations of the property within Improvement Area No. 11 accurately reflect their respective market values, and the future fair market values of those properties may be lower than their current assessed valuations.
No assurance can be given that, should a delinquent parcel be foreclosed and sold for the amount of the delinquency, any bid will be received for such parcel, or if a bid is received that such bid will be sufficient to pay such delinquent Special Taxes.
Table 4 below sets forth the projected Fiscal Year 2026-27 Special Tax levy and the value-to-lien ratios for the taxable property in Improvement Area No. 11 using the Appraised Values to determine such value-to-lien ratios, allocated by property ownership and development status as of October 15, 2025. The parcel classification in Table 4 is based on ownership status and development status within Improvement Area No. 11 as of October 15, 2025.
TABLE 4
Appraised Value-to-Lien Ratios
Allocated by Development Status
Property Owner (1)
Parcels
Projected Fiscal Year
2026-27 Special Tax Levy(2)*
Percent of Projected Fiscal Year
2026-27
Levy*
Projected Fiscal Year 2026-27 Assigned Special Tax*
Percent of Projected Total Assigned Special Tax*
Appraised Value
Percent of Appraised
Value
Allocation of Bonds*
Aggregate
Value-to-Lien Ratio(3)*
Approved - Century
15 $ 74,520
7.57%
$ 145,471
13.16%
$ 9,148,842
9.31%
$ 1,096,696
8.34:1
Approved - Trumark
9 52,410
5.32 102,310
9.26 4,334,617
4.41 771,306
5.62:1
Subtotal Approved
24 $ 126,930
12.90%
$ 247,780
22.42%
$ 13,483,459
13.72%
$ 1,868,002
7.22:1
Developed - Trumark
32 $ 317,000
32.21%
$ 317,000
28.69%
$ 25,215,516
25.65%
$ 4,665,222
5.40:1
Developed - Individual
33 315,420
32.05 315,420
28.54 37,665,000
38.32 4,641,970
8.11:1
Developed - Century
25 224,900
22.85 224,900
20.35 21,923,035
22.31 3,309,806
6.62:1
Subtotal Developed
90 $ 857,320
87.10%
$ 857,320
77.58%
$ 84,803,552
86.28%
$ 12,616,998
6.72:1
Totals
114
$ 984,250
100.00%
$ 1,105,100
100.00%
$ 98,287,011
100.00%
$ 14,485,000
6.79:1
* Preliminary, subject to change.
(1) Ownership status is based on information from Appraisal as of October 15, 2025. (2) Includes the debt service requirement and the Fiscal Year 2026-27 Administrative Expense requirement of $30,000. (3) Aggregate value-to-lien based upon the par amount of the Bonds. Excludes direct and overlapping debt shown in Table 6.
Source: Webb Municipal Finance, LLC.
Table 5 below sets forth the stratification of value-to-liens of the taxable property within Improvement Area No. 11 as of October 15, 2025, based on the Appraised Value and such parcels’ respective shares of the principal amount of the Bonds, allocated to each parcel based upon its respective share of the total projected Fiscal Year 2026-27 Special Tax levy, and the ratio of the Appraised Value to its share of the Bonds.
TABLE 5
Appraised Value-To-Lien Stratification
Appraised
Value-to-Lien(1)
No. of Parcels
Percent of Total Parcels
Projected Fiscal Year 2026-27
Special Tax Levy(4)*
Percent of Fiscal Year 2026-27 Levy*
Projected Fiscal Year 2026-27 Assigned Special Tax*
Percent of Projected Total Assigned Special Tax*
Appraised
Value
Percent of Appraised Value
Allocation of Bonds*
Aggregate Value- to-Lien*
Less than 4.00:1(2)
7 6.14%
$ 68,740
6.98%
$ 68,740
6.22%
$ 3,641,082
3.70%
$ 1,011,632
3.60:1
4.00: to 5.99:1
24 21.05
213,266
21.67 244,329
22.11 $15,313,013
15.58 3,138,592
4.88:1
6.00:1 to 7.99:1
36 31.58
311,004
31.60 345,436
31.26 $31,878,257
32.43 4,576,983
6.96:1
Greater than 7.99:1(3)
47 41.23
391,240
39.75 446,595
40.41 47,454,658
48.28 5,757,793
8.24:1
Total
114
100.00%
$ 984,250
100.00%
$ 1,105,100
100.00%
$ 98,287,011
100.00%
$ 14,485,000
6.79:1
* Preliminary, subject to change.
(1) Appraised value-to-lien based upon par amount of the Bonds. Excludes direct and overlapping debt show in Table 6. (2) Minimum estimated appraised value-to-lien is 3.40:1*. All 7 parcels in this category have reduced value as a result of being in the early stages of construction per the Appraisal. (3) Highest estimated appraised value-to-lien is 9.56:1*. (4) Includes the debt service requirement and the Fiscal Year 2026-27 Administrative Expense requirement of $30,000.
Source: Webb Municipal Finance, LLC.
Historical Assessed Valuation
Table 6 below sets forth the historical assessed valuation of the taxable property in Improvement Area No. 11 as shown on the County Assessor’s roll for Fiscal Years 2023-24 and 2024-25.
TABLE 6
Assessed Valuation History
Fiscal Years 2024-25 and 2025-26
Fiscal
Year
Total
Parcels
Parcels with Structure Value
Land
Assessed Value
Improvement Assessed Value
Total Assessed Valuation(1)
2024-25(2)
4 0
$15,773,650
$ 0
$15,773,650
2025-26
114
0 57,423,171
0 57,423,171
As of January 1 of each year as shown on the County Assessor’s Rolls. Total Assessed Value is calculated as the sum of Land Assessed Value and Improvement Assessed Value.
The boundaries of the District comprise a portion of the four parcels. Only 21.31 acres of the total 66.54 acres of these four parcels is within the District.
Source: Webb Municipal Finance, LLC.
Direct and Overlapping Debt
The table below details the direct and overlapping debt currently encumbering property within Improvement Area No. 11 as of October 15, 2025.
TABLE 7
Direct and Overlapping Debt
I. APPRAISED VALUE
Appraised Valuation(1)
$ 98,287,011
II. LAND SECURED BOND INDEBTEDNESS
Outstanding Direct and Overlapping Bonded Debt
Type
Issued
Outstanding
%
Applicable
Total Parcels Levied
Amount Applicable
Chino CFD 2003-3 Improvement Area No. 11
CFD
$ 14,485,000*
$ 14,485,000(2)*
100.00%
114
$ _14,485,000*
TOTAL OUTSTANDING LAND SECURED BONDED DEBT(3)
$ 14,485,000*
Authorized and Unissued Direct and Overlapping Bonded Debt Type
Authorized
Unissued
%
Applicable
Total Parcels Levied
Amount Applicable
Chino CFD 2003-3 Improvement Area No. 11
CFD
$ 20,000,000
$ 0(4)
100.00%
114
$ 0
TOTAL UNISSUED LAND SECURED INDEBTEDNESS(3)
$ 0
TOTAL OUTSTANDING AND UNISSUED LAND SECURED INDEBTEDNESS $ 14,485,000*
III. GENERAL OBLIGATION BOND INDEBTEDNESS
Outstanding Direct and Overlapping Bonded Debt
Type
Issued
Outstanding
% Applicable(5)
Total Parcels Levied
Amount Applicable
Chaffey Community College District GO Bonds (0.01962915%) GO
$ 604,999,966
$ 440,580,000
0.050541%
114
$ 222,671
Chino Valley Unified School District GO Bonds (0.08273693%) GO
856,502,970
740,592,971
0.152991
114
1,133,041
Metropolitan Water District GO Bonds (0.0070%)
GO
850,000,000
17,155,000
0.001351
114
232
TOTAL OUTSTANDING GENERAL OBLIGATION BONDED DEBT(3)
$ 1,355,945
Authorized and Unissued Direct and Overlapping Indebtedness Type
Authorized
Unissued
% Applicable(5)
No. of Parcels
Amount Applicable
Chaffey Community College District GO Bonds (0.01962915%) GO
$ 930,000,000
$ 325,000,034
0.050541%
114
$ 164,257
Chino Valley Unified School District GO Bonds (0.08273693%) GO
900,000,000
43,497,030
0.152991
114
66,547
Metropolitan Water District GO Bonds (0.0070%)
GO
850,000,000
0 0.001351
114
0 TOTAL UNISSUED GENERAL OBLIGATION INDEBTEDNESS(3)
$ 230,803
TOTAL OUTSTANDING AND UNISSUED GENERAL OBLIGATION INDEBTEDNESS $ 1,586,748
TOTAL OF ALL OUTSTANDING DIRECT AND OVERLAPPING BONDED DEBT $ 15,840,945
TOTAL OF ALL OUTSTANDING AND UNISSUED DIRECT AND OVERLAPPING INDEBTEDNESS $ 16,071,748
IV. Ratios to Appraised Valuation
Outstanding Land Secured Bonded Debt
6.79:1*
Outstanding Direct and Overlapping Bonded Debt
6.20:1*
* Preliminary, subject to change.
(1) Appraised value is per the Appraisal dated as of October 15, 2025. (2) Outstanding debt for CFD 2003-3 Improvement Area No. 11 is based on preliminary bond sizing information provided by the Underwriter. (3) Additional bonded debt or available bond authorization may exist but is not shown because a tax was not levied for Fiscal Year 2025-26. (4) Additional bonds may be issued for refunding purposes only. (5) Percentage applicable determined by Fiscal Year 2025-26 assessed value information.
Source: Webb Municipal Finance, LLC.
Projected Annual Tax Burden
The following table describes the anticipated effective tax burden on single family residences within Zone 1 and Zone 2 within Improvement Area No. 11 expected to be subject to the payment of Special Taxes following the issuance of the Bonds based upon the average home value.
TABLE 8
Average Fiscal Year 2026-27 Projected Tax Obligation(1) For Individually Owned Parcels of Developed Property
Zone 1
Zone 2
Average Home Value (2)
$ 1,128,632
$ 1,158,643
Ad Valorem Property Taxes:
Basic Levy (1.0000%)
$ 11,286.32
$ 11,586.43
Chaffey Community College District GO Bonds (0.01962915%) 221.54
227.43
Chino Valley Unified School District GO Bonds (0.08273693%) 933.80
958.63
Metropolitan Water District GO Bonds (0.0070%)
79.00 81.11
Total General Property Taxes
$ 12,520.66
$ 12,853.59
Assessment, Special Taxes & Parcel Charges:
Chino CFD 2003-3 Improvement Area No. 11 Facilities(3)
$ 9,291.58
$ 9,920.00
Chino CFD 2003-3 Improvement Area No. 11 Services(4)
1,218.40
1,298.86
Vector Control Assessment #1
36.74 36.74
Metropolitan Water STBY
8.81 8.81
Total Assessment Charges
$ 10,555.53
$ 11,264.41
Average Total Property Tax
$ 23,076.19
$ 24,118.00
Average Effective Tax Rate
2.04%
2.08%
(1) Average Fiscal Year 2026-27 tax rates based upon Fiscal Year 2025-26 overlapping taxes and assessments. (2) Average Home Value is based upon average value for parcels of Developed Property indicated as being closed and conveyed to individual homeowners per the Appraisal. (3) Reflects average projected Fiscal Year 2026-27 Improvement Area No. 11 Special Tax for Facilities for parcels of Developed Property indicated as being individually owned per the Appraisal. (4) Reflects Improvement Area No. 11 average projected Fiscal Year 2026-27 Special Tax levy for Services for parcels of Developed Property. The Maximum Special Tax for Improvement Area No. 11 for parcels of Developed Property increases annually by an amount equal to the percentage change increase in the Consumer Price Index (“CPI”) for the twelve moth period ending in March of the prior Fiscal Year, not to exceed 7%. Since CPI data necessary to determine the increase for Fiscal Year 2026-27 is not yet available, a projected increase of 3% has been utilized.
Source: Webb Municipal Finance, LLC.
Delinquency History
Fiscal Year 2026-27 is the first fiscal year in which Special Taxes will be levied within Improvement Area No. 11.
Top Taxpayers
Table 9 below lists the property taxpayers in Improvement Area No. 11 within the District measured by the percentage of the projected Fiscal Year 2024-27 Special Tax levy, based on the ownership status as of October 15, 2025. Assuming no further development or additional property sales within Improvement Area No. 11, individual homeowners are projected to be responsible for approximately 32.05% of the Special Taxes to be levied in Fiscal Year 2026-27, with Trumark and Century projected to be responsible for approximately 32.21% and 17.34% respectively. See “SPECIAL RISK FACTORS — Concentration of Ownership.” TABLE 9
Top Taxpayers
Property Owner (1)
Parcels
Projected Fiscal Year 2026-27 Special Tax Levy(2)
Percent
of Projected
Fiscal Year
2026-27
Levy
Appraised Value
Percent of Appraised Value
Allocation of Bonds
Aggregate Value-to-Lien Ratio*(3)
Trumark
41 $ 369,410
37.53%
$ 29,550,133
30.07%
$ 5,436,529
5.44:1
Individual
33 315,420
32.05 37,665,000
38.32 4,641,970
8.11:1
Century
40 299,420
30.42 31,071,878
31.61 4,406,502
7.05:1
Total
114
$ 984,250
100.00%
$ 98,287,011
100.00%
$ 14,485,000
6.79:1
* Preliminary, subject to change.
(1) Ownership status is based on information from Appraisal as of October 15, 2025. (2) Includes the debt service requirement and the Fiscal Year 2026-27 Administrative Expense requirement of $30,000. (3) Aggregate value-to-lien based upon the par amount of the Bonds. Excludes direct and overlapping debt shown in Table 7.
Source: Webb Municipal Finance, LLC.
FACILITIES TO BE FINANCED WITH THE PROCEEDS OF THE BONDS Description of Facilities
A portion of the proceeds from the sale of the Bonds will be deposited in the Facilities Account of the Improvement Fund and used to pay costs associated with the acquisition and construction of the Facilities in accordance with the terms of the Fiscal Agent Agreement and the Acquisition Agreement (as defined herein). The Master Developer has constructed substantially all of the Facilities within Improvement Area No. 11. As more fully detailed in the Acquisition Agreement, the Facilities eligible to be financed with the proceeds of the Bonds consist of backbone infrastructure needed for new development, such as roadway, bridge, sewer, water, reclaimed water, dry utilities, storm drain, street and parkway landscaping, curb and gutter, medians, median landscaping, traffic signals, entry signage, parks, trails, fire facilities, library facilities and public community facilities, and appurtenances and appurtenant work, and development impact fees that are used by the City to construct infrastructure. Approximately $_______ million of the costs of the Facilities is expected to be reimbursed or paid from Bond proceeds. See “ESTIMATED SOURCES AND USES OF FUNDS.” The costs of the Facilities that are not reimbursed or paid with Bond proceeds may be reimbursed or paid with (i) any portion of Special Taxes levied to pay the costs of the acquisition or construction of the Facilities on a pay-as-you-go basis; provided that such levy does not cause an increase in the levy of Special Taxes on Approved Property or Undeveloped Property, as more particularly described in the Rate and Method of Apportionment, (ii) funds from the Surplus Taxes Fund created under the Acquisition Agreement, (iii) other bonds of the District, if issued, or (iv) internal or borrowed funds of the Master Developer.
Status of Facilities
As of October 15, 2025, some of the Facilities expected to be financed in part with the proceeds of the Bonds are under construction and include but are not limited to backbone infrastructure such as roadway, bridge, sewer, water, reclaimed water, dry utilities, storm drain, street and parkway landscaping, curb and gutter medians, median landscaping, traffic signals, entry signage, parks, trails, fire facilities, library facilities and public community facilities, and appurtenances and appurtenant work. The Master Developer has represented that all necessary governmental approvals for the Facilities within Improvement Area No. 11 expected to be acquired with the proceeds of the Bonds (except certain final plan checks and inspections) have been obtained.
See “PROPERTY OWNERSHIP AND THE DEVELOPMENT — The Development Plans.” Acquisition Agreement
The City and the Master Developer have entered into an Acquisition Agreement, dated as of May 18, 2004 (the “Acquisition Agreement”), which provides, among other things, the means by which the Master Developer will construct the Facilities to be acquired with the proceeds of the Bonds and other bonds issued by the District pursuant to certain requirements contained in the Acquisition Agreement, and which provides guidelines pursuant to which the City may acquire completed segments of the Facilities with the proceeds of the Bonds. The Acquisition Agreement also provides for the financing of City development impact fees. The Acquisition Agreement pertains to the acquisition of the public infrastructure (including the Facilities) constructed or to be constructed to serve development within the District.
Pursuant to the Acquisition Agreement, the Master Developer has agreed to pay all costs of the Facilities that it constructs pursuant to the Acquisition Agreement in excess of the moneys available therefor in the Improvement Fund and the Surplus Taxes Fund. Further, any lack of availability of amounts in the Improvement Fund created under the Fiscal Agent Agreement and the Surplus Taxes Fund created under the Acquisition Agreement to pay the acquisition costs of the Facilities shall in no way diminish any obligation of the Master Developer with respect to the construction of or contributions for public facilities and mitigation measures required by the conditions of approval or any subdivision, development, or other agreement to which the Master Developer is a party, or any governmental approval to which the Master Developer or any land within Improvement Area No. 11 is subject, except to the extent expressly set forth in such agreement or approval.
PROPERTY OWNERSHIP AND THE DEVELOPMENT
The information provided in this section has been included because it may be considered relevant to an informed evaluation and analysis of the Bonds or of Improvement Area No. 11. No assurance can be given, however, that the proposed development of the property within Improvement Area No. 11 will occur in a timely manner or in the configuration or to the density described herein, or that Century, Trumark, any owners or affiliates thereof, or any other property owner described herein will or will not retain ownership of its respective property within Improvement Area No. 11. There may be material adverse changes to this information after the date of this Official Statement.
Neither the Bonds nor any of the Special Taxes are personal obligations of any property owner within Improvement Area No. 11. There is no assurance that any present landowner or any subsequent landowners will have the ability to pay the Special Taxes or that, even if they have the ability, they will choose to pay the Special Taxes. An owner may elect to not pay the Special Taxes when due and cannot be legally compelled to do so. In the event a landowner defaults in the payment of the Special Taxes, the District may proceed with judicial foreclosure but has no direct recourse to the assets of any landowner. The Bonds are secured solely by the Net Special Taxes and amounts on deposit in certain of the funds and accounts maintained by the Fiscal Agent under the Fiscal Agent Agreement. See “SPECIAL RISK FACTORS” for a discussion of certain of the risk factors that should be considered in evaluating the investment quality of the Bonds.
The Master Developer
The Master Developer is a subsidiary of the Lewis Group of Companies. The Lewis Group of Companies originated in 1955 in Claremont, California. Since 1955, The Lewis Group of Companies has developed over 57,000 homes, 19.5 million square feet of retail, office and industrial developments, and has developed and sold approximately 21,000 lots to merchant builders in California, Nevada, Arizona and Utah.
The Merchant Builders
Century. As previously defined in this Official Statement as “Century,” Century Communities of California, LLC is a Delaware limited liability company which is a wholly-owned subsidiary of Century Communities, Inc., a Delaware corporation, a publicly traded company whose common stock is listed on the NYSE under the ticker symbol “CCS.” Century Communities, Inc. is engaged in the development, design, construction, marketing and sale of single-family attached and detached homes in 17 states and builds and sells homes under its Century Communities and Century Complete brands. Century Communities, Inc.’s homebuilding operations are organized into the following five reportable segments: West, Mountain, Texas, Southeast, and Century Complete. Additionally, Century Communities, Inc.’s indirect wholly-owned subsidiaries, Inspire Home Loans Inc., Parkway Title, LLC, and IHL Home Insurance Agency, LLC, provide mortgage, title, and insurance services, respectively.
Century Communities, Inc. is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith is obligated to file reports, proxy statements, and other information, including financial statements, with the Securities and Exchange Commission (the “SEC”). Such filings set forth, among other things, certain data relative to the consolidated results of operations and financial position of Century Communities, Inc. and its subsidiaries, including Century as of such dates (e.g., see Century Communities, Inc.’s annual report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on January 30, 2025, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, as filed with the SEC on July 24, 2025).
The SEC maintains an Internet web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including Century Communities, Inc. The address of such Internet web site is www.sec.gov. All documents subsequently filed by Century Communities, Inc. pursuant to the requirements of the Exchange Act after the date of this Official Statement will be available for inspection in such manner as the SEC prescribes. Copies of Century Communities, Inc.’s annual report, quarterly reports and current reports, including any amendments, will be available from Century Communities, Inc.’s website at www.centurycommunities.com.
The foregoing internet addresses and references to filings with the SEC are included for reference only, and the information on these internet sites and on file with the SEC are not a part of this Official Statement and are not incorporated by reference into this Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information contained on these internet sites. Neither Century Communities nor Century Communities, Inc. is obligated to advance funds for construction or development or to pay ad valorem property taxes or the Special Taxes and investors should not rely on the information or financial statements contained on such internet sites in evaluating whether to buy, hold or sell the Bonds. The information contained on such websites may be incomplete or inaccurate and has not been reviewed by the City or the Underwriter.
Trumark. As defined previously in this Official Statement, “Trumark” refers to TH The Preserve Chino LLC, a California limited liability company. TH The Preserve Chino LLC, is a single member limited liability companies, managed by the managers of Trumark Homes LLC, a California limited liability company (“Trumark Homes”). Founded in 1988, Trumark Homes is engaged in the building of master planned communities, single family and attached housing in California and Colorado. Since its founding, Trumark Homes has developed over 8,000 residential lots. Other than Trumark’s project in Improvement Area No. 11, Trumark Homes is currently has active residential projects in California that are located in Oceanside, Covina, Mission Viejo, Corona, Escondido, Loma Linda, Chino, Chino Hills, Livermore, Brentwood, Dublin, Alameda, San Jose, San Ramon, Danville, Manteca, Madera, Fresno, San Louis Obispo, and Marina. In January 2020, Daiwa House USA, Inc., a subsidiary of Daiwa House Industry Co., Ltd., acquired the majority equity interests in Trumark Companies LLC and Trumark Homes became a subsidiary of Daiwa House USA, Inc. Daiwa House Industry Co., Ltd. is Japan’s largest homebuilder and is a public company listed on the Tokyo Stock Exchange and the Osaka Securities Exchange under the ticker symbol “DWAHY.” The Development Plans
General Description of Improvement Area No. 11. Improvement Area No. 11 is located within the master planned community called “The Preserve,” which is expected to be developed in accordance with the Specific Plan. The Specific Plan estimates 11,946 dwelling units, in addition to certain commercial, industrial, and business park uses, will be developed on approximately 5,435 acres of property in The Preserve. Additionally, the Specific Plan includes three school sites, including an elementary school and a K-8 school, to accommodate the student population growth estimate by the affected school district.
As of October 15, 2025, of the 114 detached single family residences planned within Improvement Area No. 11, individual homeowners owned 33 completed homes, Trumark owned 8 completed homes, 24 single family residences in various stages of construction and 9 finished lots, and Century owned 18 completed homes, 7 single family residences in various stages of construction and 15 finished lots.
The table below sets forth the development status of each of the two neighborhoods within Improvement Area No. 11 as of October 15, 2025.
TABLE 10
Community Facilities District No. 2003-3 of the City of Chino Improvement Area No. 11
Development Status
(as of October 15, 2025)(1)
Neighborhood
Zone
Merchant Builder
Total Planned Units
Individual Owned Completed Units
Merchant Builder/
Owned Units/Lots
Total Completed Units
% Complete
Under Construction
% Under Construction
Finished Lot
% Finished Lot
Estimated Completion Date
Heritage
1 Century
59 14
40 22
19.30%
7 6.14%
15 13.16%
September 2026
Legacy
2 Trumark
55 19
41 37
32.46 24
21.05 9
7.89 August 2026
114
33 81
59 51.57%
31 27.19%
24 21.05%
(1) Ownership and development status as of October 15, 2025.
Source: Merchant Builders.
The Legacy and Heritage neighborhoods being developed by Trumark and Century have detached single family residences. Each of the neighborhoods have private driveways. None of the neighborhoods have access to amenities unique to those neighborhoods but each of the neighborhoods have access to the master planned amenities of The Preserve, which include a 2,600 square foot fitness and recreation center, a movie theater, a ballroom, pools, spas, parks, playgrounds, bike paths, tennis courts and walking trails.
Acquisition Agreement and Status of Required Infrastructure. Pursuant to the Acquisition Agreement, the Master Developer has constructed all of the public infrastructure improvements required under the Acquisition Agreement to support the planned development within Improvement Area No. 11. The Master Developer represents that it has substantially completed the Facilities and other infrastructure required for the completion of the development within Improvement Area No. 11.
Trumark’s Development and Financing Plan.
The Legacy neighborhood. The Legacy development project includes 55 one and two story detached single family residences with four floor plans ranging in size from approximately 2,435 square feet to approximately 3,702 square feet. As of October 15, 2025, the base sales prices within the Legacy neighborhood ranged from approximately $1,065,990 to $1,289,990. Base sales prices are subject to change and exclude any lot premiums, options, upgrades, incentives, and any selling concessions or price reductions currently being offered.
As of October 15, 2025, of the 55 detached single family residences planned for the Legacy neighborhood, individual homeowners owned 14 single family residences and Trumark owned 41 lots, including 8 completed single family residences, 24 single family residences under construction and 9 lots. As of October 15, 2025, 14 of the 32 single family residences completed or under construction and owned by Trumark were in escrow.
With respect the in-tract public infrastructure expected to be constructed by Trumark in Improvement Area No. 11, as of October 15, 2025, the wet utilities (water and sewer) were complete and the dry utilities (electric and gas) and streets were approximately 85% complete and expected to be completed by August, 2026. No discretionary approvals or remediation is necessary in order for Trumark to complete its active development projects within Improvement Area No. 11. Trumark anticipates completing construction and closing escrow to individual homebuyers on all of the remaining single family residences planned within the Legacy neighborhood by August, 2026. Sales contracts are subject to cancelation and, therefore, single family residences currently in escrow may not result in closed escrows with the prospective homebuyers.
Except as described in this Official Statement and except for those consents, permits, authorizations, certifications and approvals of governmental entities required in the ordinary course of development, Trumark has no actual knowledge of any impediment to construction or obtaining land use entitlements which could be reasonably expected to have a material adverse effect on its ability to complete the planned development of its property within Improvement Area No. 11 as described in the Official Statement.
Through October 15, 2025, Trumark had spent approximately $28.5 million in acquiring its land in Improvement Area No. 11 and approximately $16.4 million in site development costs, permits and impact fees, home construction costs, and other development, marketing and sales costs (exclusive of internal financing repayment, corporate overhead and other carry costs) related to its development within Improvement Area No. 11. Trumark expects to spend approximately $19.2 million in additional land acquisition, site development costs, permit and impact fees, home construction costs, and other development, marketing and sales costs (exclusive of corporate overhead and other carry costs) between October 15, 2025 and full build-out of the attached single family residences proposed to be constructed in the Legacy neighborhood of Improvement Area No. 11. [To date, Trumark has financed its land acquisition, site development and home construction costs related to its property within Improvement Area No. 11 through internally generated funds. Trumark expects to use internal funding (which may include home sales revenues from its project within Improvement Area No. 11) to complete its land acquisition and development activities within Improvement Area No. 11. However, sales revenues from Trumark’s activities in Improvement Area No. 11 are not segregated and set aside for completing the single family residences in Improvement Area No. 11. Notwithstanding the foregoing, Trumark believes that it will have sufficient funds to complete its construction and sale of single family residences in Improvement Area No. 11.] Notwithstanding the current belief of Trumark that it will have sufficient funds to complete its planned land acquisition and development in Improvement Area No. 11, no assurance can be given that sources of financing available to Trumark will be sufficient to complete the property acquisition and development and home construction as currently anticipated. Neither Trumark nor any of its related entities are under any legal obligation of any kind to expend funds for the land acquisition, development and construction of homes on its property in Improvement Area No. 11, or the payment of ad valorem property taxes or the Special Taxes. Any contributions by Trumark to fund the costs of such development are entirely voluntary.
If and to the extent that internal funding, including but not limited to home sales revenues are inadequate to pay the costs to complete the planned land acquisition and development by Trumark within Improvement Area No. 11 and other financing by Trumark is not put into place, there could be a shortfall in the funds required to complete the planned development by Trumark or to pay ad valorem property taxes or Special Taxes related to Trumark’s property in Improvement Area No. 11, and the remaining portions of Trumark’s project in Improvement Area No. 11 may not be completed. Many factors beyond Trumark’s control, or a decision by Trumark to alter its current plans, may cause the actual sources and uses to differ from the projections. See “SPECIAL RISK FACTORS” herein for a discussion of risk factors.” Although the information in this Official Statement reflects the current development expectations of Trumark, no assurance can be given that home construction and sales will be carried out on the schedule and according to the plans described herein, or that the home construction and sale plans or base prices set forth above will not change after the date of this Official Statement. Trumark reserves the right to change its development at any time without notice. Additionally, homes under contract to be sold may not result in closed escrows as sales contracts are subject to cancellation. See “SPECIAL RISK FACTORS – Concentration of Property Ownership” and “— Failure to Develop Properties.” Century’s Development and Financing Plan
The Heritage neighborhood. The Heritage development project includes 59 detached single family residences with three floor plans ranging in size from approximately 2,726 square feet to approximately 3,346 square feet. As of October 15, 2025, base sales prices within the Heritage neighborhood ranged from approximately $1,119,990 to approximately $1,289,990. Base sales prices are subject to change and exclude any lot premiums, options, upgrades, incentives, and any selling concessions or price reductions currently being offered.
As of October 15, 2025, of the 59 detached single family residences planned for the Heritage neighborhood, individual homeowners owned 19 single family residences and Trumark owned 40 lots, including 18 completed single family residences, 7 single family residences under construction and 15 lots. As of October 15, 2025, 2 of the 25 single family residences completed or under construction and owned by Century were in escrow.
With respect the in-tract public infrastructure expected to be constructed by Century in Improvement Area No. 11, as of October 15, 2025, the wet utilities (water and sewer) were complete and the dry utilities (electric and gas) and streets were approximately 85% complete and expected to be completed by September, 2026. No discretionary approvals or remediation is necessary in order for Century to complete its active development projects within Improvement Area No. 11. Century anticipates completing construction and closing escrow to individual homebuyers on all of the remaining single family residences planned within the Heritage neighborhood by September, 2026. Sales contracts are subject to cancelation and, therefore, single family residences currently in escrow may not result in closed escrows with the prospective homebuyers.
Except as described in this Official Statement and except for those consents, permits, authorizations, certifications and approvals of governmental entities required in the ordinary course of development, Century has no actual knowledge of any impediment to construction or obtaining land use entitlements which could be reasonably expected to have a material adverse effect on its ability to complete the planned development of its property within Improvement Area No. 11 as described in the Official Statement.
To date, Century has financed its land acquisition and various site development costs related to its property in Improvement Area No. 11 through internally generated funds. As of October 15, 2025, Century has expended approximately $34.2 million on land acquisition, site development and home construction costs (exclusive of marketing, sales and other soft and carrying costs) related to the Heritage neighborhood within Improvement Area No. 11. Century expects to incur approximately $16.9 million on remaining costs to complete its Heritage neighborhood. [Century expects to use internally generated funds to complete the Heritage neighborhood within Improvement Area No. 11, and believes that it will have sufficient funds available to complete its planned development as described in this Official Statement.] Although Century expects to have sufficient funds available to complete its development in Improvement Area No. 11 as described in this Official Statement, there can be no assurance that amounts necessary to finance the remaining development costs will be available to Century when needed. While MDC has made such internal funding available in the past, there can be no assurance whatsoever of its willingness or ability to do so in the future. Neither Century, nor any other entity or person is under any legal obligation of any kind to expend funds for the development of and construction of homes on Century’s property in Improvement Area No. 11 or the payment of ad valorem property taxes or the Special Taxes. Any contributions by Century or any other entity or person to fund the costs of such development are entirely voluntary.
If and to the extent that the aforementioned sources are inadequate to pay the costs to complete the planned development by Century within Improvement Area No. 11 and other financing is not put into place, there could be a shortfall in the funds required to complete the planned development by Century or to pay ad valorem property taxes or Special Taxes related to Century’s property in Improvement Area No. 11, and the remaining portions of such development may not be completed. Many factors beyond Century’s control, or a decision by Century to alter its current plans, may cause the actual sources and uses to differ from the projections. See “SPECIAL RISK FACTORS” herein for a discussion of risk factors.” Although the information in this Official Statement reflects the current development expectations of Century, no assurance can be given that home construction and sales will be carried out on the schedule and according to the plans described herein, or that the home construction and sale plans or base prices set forth above will not change after the date of this Official Statement. Century reserves the right to change its development at any time without notice. Additionally, homes under contract to be sold may not result in closed escrows as sales contracts are subject to cancellation. See “SPECIAL RISK FACTORS — Concentration of Property Ownership” and “ — Failure to Develop Properties.”
SPECIAL RISK FACTORS
Investment in the Bonds involves risks that may not be appropriate for certain investors. The following is a discussion of certain risk factors that should be considered, in addition to other matters set forth herein, in evaluating the Bonds for investment. The information set forth below does not purport to be an exhaustive listing of the risks and other considerations that may be relevant to an investment in the Bonds. In addition, the order in which the following information is presented is not intended to reflect the relative importance of any such risks.
Risks of Real Estate Secured Investments Generally
The Owners of the Bonds will be subject to the risks generally incident to an investment secured by real estate, including, without limitation, (i) adverse changes in local market conditions, such as changes in the market value of real property in the vicinity of the District, the supply of or demand for competitive properties in such area, and the market value of residential property or buildings or sites in the event of sale or foreclosure; (ii) changes in real estate tax rates and other operating expenses, governmental rules (including, without limitation, zoning laws and laws relating to endangered species and hazardous materials), and fiscal policies; and (iii) natural disasters (including, without limitation, earthquakes and floods), which may result in uninsured losses.
Special Taxes Are Not Personal Obligations
Unpaid Special Taxes do not constitute a personal indebtedness of any property owner within Improvement Area No. 11, including the Merchant Builders. Moreover, no property owner within Improvement Area No. 11 has made a commitment to pay the principal of or interest on the Bonds or to support the payment of the Bonds in any manner. There is no assurance that any property owner has or will have the ability to pay the Special Taxes if and when due or that, even if such property owner has such ability, it will choose to pay such Special Taxes. The Special Tax is an obligation only of the land within Improvement Area No. 11. If the value of the land within Improvement Area No. 11 is not sufficient to fully secure the Special Tax, then the District has no recourse against the property owner within Improvement Area No. 11 under the laws by which the Special Tax has been levied and the Bonds have been issued. Property owners within Improvement Area No. 11 may elect not to pay the Special Taxes when due and cannot be legally compelled to do so. If any property owner within Improvement Area No. 11 decides that it is not economically feasible to continue owning its property within Improvement Area No. 11, such property owner may choose to not pay such Special Taxes and to allow the property to be foreclosed. Such a choice may be made due to a variety of reasons, including, but not limited to, a decrease in the market value of the property. A foreclosure of the property will result in such property owner’s interest in the subject property being transferred to another party. Neither the City nor any registered owner of a Bond as shown on the registration books maintained by the Fiscal Agent (each, a “Bond Owner”), will have the ability at any time to seek payment from any property owner within Improvement Area No. 11 of any Special Taxes or the principal or interest due with respect to the Bonds, or the ability to control who becomes a subsequent owner of any property within Improvement Area No. 11. If the value of the land within Improvement Area No. 11 is not sufficient to fully secure the Special Tax, then the District has no recourse against the property owner within Improvement Area No. 11 under the laws by which the Special Tax has been levied and the Bonds have been issued. See “— Bankruptcy and Foreclosure” below.
Bonds are Limited Obligations of the District
Neither the City nor the District is obligated to advance available funds from the City’s general fund to make up deficiencies in the amount of Special Taxes collected within Improvement Area No. 11. Sustained failure by property owners within Improvement Area No. 11 to pay Special Taxes when due, and the inability of the City to sell parcels within Improvement Area No. 11 that have become subject to judicial foreclosure proceedings for amounts sufficient to cover such delinquent Special Taxes, will likely result in the inability of the District to make full or punctual payments of principal of or interest on the Bonds, which could deplete the Reserve Account securing the Bonds and result in a default on the Bonds.
Concentration of Ownership
As of October 15, 2025, in the aggregate, as of October 15, 2025, of the 114 detached single family residences planned within Improvement Area No. 11, individual homeowners owned 33 completed homes, Trumark owned 41 homes or lots in various stages of construction, and Century owned 40 homes or lots in various stages of construction. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT – The Development Plans.” Based on the ownership status as of October 15, 2025, and assuming no additional development or home sales, Trumark and Century are projected to be responsible for approximately 37.53% and 30.42%, respectively, of the projected Fiscal Year 2026-27 Special Tax levy.
The timely payment of principal of and interest on the Bonds depends upon the willingness and ability of the current and future property owners in Improvement Area No. 11 to pay the Special Taxes prior to delinquency. General and local economic conditions and governmental requirements or restrictions may affect the willingness of the current property owners, or any successor property owners, to pay the Special Taxes, and there is no assurance that the current property owners, or any successor property owners, will pay such Special Taxes even if financially able to do so. Due to the concentration of ownership of the property within Improvement Area No. 11, a failure by the current property owners or successor property owners to pay the Special Taxes may result in a default in the payment of debt service on the Bonds. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT — The Merchant Builders.” Failure to Develop Properties
Development of property within Improvement Area No. 11 may be subject to unexpected delays, disruptions and changes which may affect the willingness and ability of the Merchant Builders, or any property owner to pay the Special Taxes when due. Land development is subject to comprehensive federal, State and local regulations. Approval is required from various agencies in connection with the layout and design of developments, the nature and extent of improvements, construction activity, land use, zoning, school and health requirements, as well as numerous other matters. There is always the possibility that such approvals will not be obtained or, if obtained, will not be obtained on a timely basis. Failure to obtain any such agency approval or satisfy such governmental requirements would adversely affect planned land development. Development of land in Improvement Area No. 11 is also subject to the availability of water. Finally, development of land is subject to economic considerations.
The proposed Facilities to be financed with the proceeds of the Bonds include but are not limited to backbone infrastructure needed for new development, such as roadway, bridge, sewer, water, reclaimed water, dry utilities, storm drain, street and parkway landscaping, curb and gutter medians, median landscaping, traffic signals, entry signage, parks, trails, fire facilities, library facilities and public community facilities, and appurtenances and appurtenant work. The Merchant Builders are in various stages of development of single family detached single family residences. No assurance can be given that the proposed residential development will be partially or fully completed; and for purposes of evaluating the investment quality of the Bonds, prospective purchasers should consider the possibility that such parcels will remain vacant and unimproved.
Undeveloped or partially developed land is inherently less valuable than developed land and provides less security to the Bond Owners should it be necessary for the District to foreclose on the property due to the nonpayment of Special Taxes. The failure to complete development of the required infrastructure for development in Improvement Area No. 11 as planned, or substantial delays in the completion of the development or the required infrastructure for the development due to litigation or other causes may reduce the value of the property within Improvement Area No. 11 and may affect the willingness and ability of the owners of property within Improvement Area No. 11 to pay the Special Taxes when due.
There can be no assurance that land development operations within Improvement Area No. 11 will not be adversely affected by a future deterioration of the real estate market and economic conditions or future local, State and federal governmental policies relating to real estate development, an increase in mortgage interest rates, the income tax treatment of real property ownership, or the national economy. A slowdown of the development process and the absorption rate could adversely affect land values and reduce the ability or desire of the property owners to pay the annual Special Taxes. In that event, there could be a default in the payment of principal of, and interest on, the Bonds when due. In addition to the foregoing, a substantial portion of projects within the County are historically occupied by commuters to employment centers in the neighboring counties of Los Angeles and Orange, and such projects may be adversely affected by circumstances affecting such commuters, including but not limited to rising gasoline prices.
Bond Owners should assume that any event that significantly impacts the ability to develop land in Improvement Area No. 11 would cause the property values within Improvement Area No. 11 to decrease substantially from those estimated by the Appraiser and could affect the willingness and ability of the owners of land within Improvement Area No. 11 to pay the Special Taxes when due.
Undeveloped Property is less valuable per unit of area than Developed Property, especially if there are no plans to develop such land or if there are severe restrictions on the development of such land. The Undeveloped Property also provides less security to the Bond Owners should it be necessary for the District to foreclose on Undeveloped Property due to the nonpayment of the Special Taxes. Furthermore, an inability to develop the land within Improvement Area No. 11 as currently proposed will make the Bond Owners dependent upon timely payment of the Special Taxes levied on Undeveloped Property. A slowdown or stoppage in the continued development of Improvement Area No. 11 could reduce the willingness and ability of the Merchant Builders to make Special Tax payments on Undeveloped Property and could greatly reduce the value of such property in the event it has to be foreclosed upon. See “— Land Values, the Appraisal, and Appraised Value-to-Lien Ratio” below.
Billing and Collection of Special Taxes; Foreclosure
A special tax formula can result in a substantially heavier property tax burden being imposed upon properties within a community facilities district than elsewhere in a city or county, and this in turn can lead to problems in the collection of the special tax. In some community facilities districts, the taxpayers have refused to pay the special tax and have challenged the special tax, the community facilities district, and the Bonds issued by the affected district in litigation, including foreclosure proceedings for delinquent special taxes.
Under provisions of the Act, the Special Taxes are billed to the properties within Improvement Area No. 11 that were entered on the assessment roll of the County Assessor by January 1 of the previous fiscal year on the regular property tax bills sent to owners of such properties. Such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do regular property tax installments. These Special Tax installment payments cannot be made separately from property tax payments. 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 installment payments of Special Taxes in the future.
Moreover, pursuant to the Act, the Special Taxes levied in any fiscal year against any parcel of residential property in Improvement Area No. 11 may not be increased as a consequence of delinquency or default by the owners of any other parcels within Improvement Area No. 11 by more than 10% above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults. The District is primarily a residential development.
In order to pay debt service on the Bonds, it is necessary that the Special Taxes levied against land within Improvement Area No. 11 be paid in a timely manner. The District has covenanted in the Fiscal Agent Agreement under certain conditions to institute foreclosure proceedings against property with delinquent Special Tax in order to obtain funds to pay debt service on the Bonds. If foreclosure proceedings were instituted, any mortgage or deed of trust holder could, but would not be required to, advance the amount of the delinquent Special Tax to protect its security interest. In the event such superior court foreclosure is necessary, there could be a delay in principal and interest payments to the Owners of the Bonds pending prosecution of the foreclosure proceedings and receipt of the proceeds of the foreclosure sale, if any. No assurances can be given that the real property subject to foreclosure and sale at a judicial foreclosure sale will be sold or, if sold, that the proceeds of such sale will be sufficient to pay any delinquent Special Tax installment. Further, neither the City nor the District is under any obligation to advance its own funds to pay foreclosure costs. Although the Act authorizes the District to cause such an action to be commenced and diligently pursued to completion, the Act does not specify the obligations of the District with regard to purchasing or otherwise acquiring any lot or parcel of property sold at the foreclosure sale if there is no other purchaser at such sale. See “SECURITY FOR THE BONDS — Covenant to Commence Superior Court Foreclosure for Delinquent Special Taxes” for a discussion of the provisions that apply, and the procedures that the District is obligated to follow, in the event of delinquency in the payment of installments of any Special Taxes.
Payment of Special Taxes by Public Entities
The Act provides that if any property within Improvement Area No. 11 not otherwise exempt from the Special Taxes is acquired by a public entity through a negotiated transaction, or by gift or devise, the Special Taxes will continue to be levied on and enforceable against the public entity that acquired the property. In addition, the Act provides that if property subject to the Special Taxes is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Taxes with respect to that property is to be treated as if it were a special assessment and paid from the eminent domain award. The constitutionality and operative effect of these provisions of the Act have not been tested in the courts. If, for any reason, property subject to the Special Taxes becomes exempt from taxation by reason of ownership by the federal government, subject to the limitation of the maximum authorized Special Taxes and any other limitation on the Special Tax rate imposed by the District or the City, the Special Taxes will be reallocated to the remaining taxable properties within Improvement Area No. 11, depending on where such property is located. This would result in the owners of such properties paying a greater amount of the Special Taxes levied and could have an adverse effect on the timely payment of the Special Taxes, if levied. Moreover, if a substantial portion of land within Improvement Area No. 11 becomes exempt from the Special Taxes because of public ownership, or otherwise, the maximum Special Taxes that could be levied upon the remaining land might not be sufficient, if required, to make the payments required to pay principal of and interest on the Bonds when due and a default could occur with respect to the payment of such principal and interest. Pursuant to the Act, the Special Taxes levied in any fiscal year against any parcel of residential property in Improvement Area No. 11 may not be increased as a consequence of delinquency or default by the owners of any other parcels within Improvement Area No. 11 by more than 10% above the amount that would have been levied in that fiscal year had there never been any such delinquencies or defaults. The District is primarily a residential development.
Depletion of Reserve Account
The Reserve Account of the Special Tax Fund is to be maintained at an amount equal to the Reserve Requirement (see “SECURITY FOR THE BONDS — Reserve Account”). Moneys in the Reserve Account may be used to pay principal of and interest on the Bonds in the event the proceeds of the levy and collection of the Special Taxes against property within Improvement Area No. 11 are insufficient. If moneys in the Reserve Account are depleted, such moneys can be replenished from the proceeds of the levy and collection of Special Taxes that are in excess of the amount required to pay all amounts to be paid to the Owners pursuant to the Fiscal Agent Agreement. However, no replenishment from the proceeds of a Special Tax levy can occur as long as the proceeds that are collected from the levy of the Special Taxes against property within Improvement Area No. 11, at the maximum tax rates, together with other available funds, remains insufficient to pay all such amounts. Thus, it is possible that the Reserve Account will be depleted and not be replenished by the levy of the Special Taxes.
Land Values, the Appraisal, and Appraised Value-to-Lien Ratio The value of the property within Improvement Area No. 11 subject to the payment of Special Taxes is an important factor in determining the investment quality of the Bonds. If a property owner defaults in the payment of Special Taxes, the District’s only remedy, other than drawing on the Reserve Account, is to commence foreclosure proceedings against that property owner’s property in an attempt to obtain funds to pay the Special Taxes. Reductions in land values due to a downturn in the economy, physical events such as earthquakes or floods, stricter land use regulations, threatened or endangered species, or other events will adversely impact the security underlying the Special Taxes. In addition, property owners may challenge the County Assessor’s valuation of their property and, if such challenges are successful, the assessed valuation of their property may be reduced.
The appraised value-to-lien ratio presented in this Official Statement is presented only to provide an overview of the value of the property that represents security for the Bonds. None of the City, the District, the Merchant Builders can make any representation as to whether the appraised value of the appraised land within Improvement Area No. 11 or the appraised value-to-lien ratio will remain at the value described herein. Furthermore, the appraised values described herein may not accurately estimate existing fair market values, or values realizable on foreclosure. None of the City, the District, or the Merchant Builders can make any assurances, nor should Owners assume, that the appraised property within Improvement Area No. 11 could be sold at its appraised value at a foreclosure sale to collect delinquent Special Taxes. See “THE DISTRICT AND IMPROVEMENT AREA NO. 11 — Property Values; Appraised Value-to-Lien Ratio,” “SECURITY FOR THE BONDS — Covenant to Commence Superior Court Foreclosure for Delinquent Special Taxes,” “SPECIAL RISK FACTORS — Bankruptcy and Foreclosure,” and Appendix D — “APPRAISAL.” The Appraisal is based upon a variety of assumptions and limiting conditions that are described in Appendix D. None of the City, the District, or the Merchant Builders makes any representation as to the accuracy of the Appraisal.
FDIC/Federal Government Interests in Properties
The ability of the District to collect interest and penalties specified by the Act and to foreclose the lien of delinquent Special Taxes may be limited in certain respects with regard to parcels in which the FDIC, or other federal government entities such as Fannie Mae or Freddie Mac, has or obtains an interest.
In the case of FDIC, in the event that any financial institution making a loan which is secured by parcels is taken over by the FDIC and the applicable Special Tax is not paid, the remedies available to the District may be constrained. The FDIC’s policy statement regarding the payment of state and local real property taxes (the “Policy Statement”) provides that taxes other than ad valorem taxes that are secured by a valid lien in effect before the FDIC acquired an interest in a property will be paid unless the FDIC determines that abandonment of its interests is appropriate. The Policy Statement provides that the FDIC generally will not pay installments of non-ad valorem taxes which are levied after the time the FDIC acquires its fee interest, nor will the FDIC recognize the validity of any lien to secure payment except in certain cases where the Resolution Trust Corporation had an interest in property on or prior to December 31, 1995. Moreover, the Policy Statement provides that, with respect to parcels on which the FDIC holds a mortgage lien, the FDIC will not permit its lien to be foreclosed out by a taxing authority without its specific consent, nor will the FDIC pay or recognize liens for any penalties, fines, or similar claims imposed for the nonpayment of taxes.
The FDIC has taken a position similar to that expressed in the Policy Statement in legal proceedings brought against Orange County in United States Bankruptcy Court and in Federal District Court. The Bankruptcy Court issued a ruling in favor of the FDIC on certain of such claims. Orange County appealed that ruling, and the FDIC cross-appealed. On August 28, 2001, the Ninth Circuit Court of Appeals issued a ruling favorable to the FDIC except with respect to the payment of pre-receivership liens based upon delinquent property tax.
The District is unable to predict what effect the application of the Policy Statement would have in the event of a delinquency with respect to parcels in which the FDIC has or obtains an interest, although prohibiting the lien of the FDIC to be foreclosed out at a judicial foreclosure sale would prevent or delay the foreclosure sale.
In the case of Fannie Mae and Freddie Mac, in the event a parcel of taxable property is owned by a federal government entity or federal government sponsored entity, such as Fannie Mae or Freddie Mac, or a private deed of trust secured by a parcel of taxable property is owned by a federal government entity or federal government sponsored entity, such as Fannie Mae or Freddie Mac, the ability to foreclose on the parcel or to collect delinquent Special Taxes may be limited. Federal courts have held that, based on the supremacy clause of the United States Constitution “this Constitution, and the Laws of the United States which shall be made in Pursuance thereof; and all Treaties made, or which shall be made, under the Authority of the United States, shall be the supreme Law of the Land; and the Judges in every State shall be bound thereby, anything in the Constitution or Laws of any State to the contrary notwithstanding.” In the absence of Congressional intent to the contrary, a state or local agency cannot foreclose to collect delinquent taxes or assessments if foreclosure would impair the federal government interest. This means that, unless Congress has otherwise provided, if a federal government entity owns a parcel of taxable property but does not pay taxes and assessments levied on the parcel (including Special Taxes), the applicable state and local governments cannot foreclose on the parcel to collect the delinquent taxes and assessments.
Moreover, unless Congress has otherwise provided, if the federal government has a mortgage interest in the parcel and the District wishes to foreclose on the parcel as a result of delinquent Special Taxes, the property cannot be sold at a foreclosure sale unless it can be sold for an amount sufficient to pay delinquent taxes and assessments on a parity with the Special Taxes and preserve the federal government’s mortgage interest.
The District’s remedies may also be limited in the case of delinquent Special Taxes with respect to parcels in which other federal agencies (such as the Internal Revenue Service and the Drug Enforcement Administration) have or obtain an interest.
Bankruptcy and Foreclosure
The collection of the Special Taxes and the ability of the District to foreclose the lien of a delinquent Special Tax payment may be limited by bankruptcy, reorganization, insolvency, or other similar laws generally affecting creditors’ rights or by the laws of the State relating to judicial foreclosure. See “SECURITY FOR THE BONDS — Covenant to Commence Superior Court Foreclosure for Delinquent Special Taxes.” In addition, the prosecution of a foreclosure could be delayed due to crowded local court calendars or legal delaying tactics. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel’s approving legal opinion) will be qualified as to the enforceability of the various legal instruments by references to moratorium, bankruptcy, reorganization, insolvency, or other similar laws affecting the rights of creditors generally.
Although bankruptcy proceedings would not cause the lien of Special Taxes in Improvement Area No. 11 to become extinguished, bankruptcy of a property owner or of a partner or other equity owner of a property owner could result in a stay of enforcement of the lien for the Special Taxes, a delay in prosecuting superior court foreclosure proceedings, or adversely affect the ability or willingness of a property owner in Improvement Area No. 11 to pay the Special Taxes, and could result in the possibility of delinquent Special Taxes not being paid in full. In addition, the amount of any lien on property securing the payment of delinquent Special Taxes could be reduced if the value of the applicable property was determined by the bankruptcy court to have become less than the amount of the lien, and the amount of the delinquent Special Taxes in excess of the reduced lien could then be treated as an unsecured claim by the court. Any such stay of the enforcement of the lien for the Special Taxes, or any such delay or non-payment, would increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds. Moreover, amounts received upon foreclosure sales in Improvement Area No. 11 may not be sufficient to fully discharge the related delinquent Special Taxes. To the extent that a significant percentage of the taxable property in Improvement Area No. 11 is the subject of bankruptcy proceedings, the payment of the Special Taxes and the ability of the District to foreclose the lien of delinquent Special Taxes could be extremely curtailed by bankruptcy, insolvency, or other laws generally affecting creditors’ rights, or by the laws of the State relating to judicial foreclosure.
On July 30, 1992, the United States Court of Appeals for the Ninth Circuit issued an opinion in a bankruptcy case entitled In re Glasply Marine Industries, holding that ad valorem property taxes levied by a county in the State of Washington after the date that the property owner filed a petition for bankruptcy were not entitled to priority over the claims of a secured creditor with a prior lien on the property. Although the court upheld the priority of unpaid taxes imposed before the bankruptcy petition, unpaid taxes imposed subsequent to the filing of the bankruptcy petition were declared to be “administrative expenses” of the bankruptcy estate, payable after the claims of all secured creditors. As a result, the secured creditor was able to foreclose on the subject property and retain all the proceeds from the sale thereof except the amount of the pre-petition taxes. Pursuant to this holding, post-petition taxes would be paid only as administrative expenses and only if a bankruptcy estate has sufficient assets to do so. In certain circumstances, payment of such administrative expenses may be allowed to be deferred. Once the property is transferred out of the bankruptcy estate (through foreclosure or otherwise) it would be subject only to current ad valorem property taxes (i.e., not those accruing during the bankruptcy proceeding).
The Glasply decision is controlling precedent in bankruptcy court in the State. If Glasply were held to be applicable to the Special Taxes, a bankruptcy petition filing would prevent the lien for Special Taxes levied in subsequent fiscal years from attaching so long as the property was part of the estate in bankruptcy, which could reduce the amount of Special Taxes available to pay debt service on the Bonds. However, Glasply speaks as to ad valorem property taxes, and not special taxes, and no case law exists with respect to how a bankruptcy court would treat a lien for special taxes levied after the filing of a petition for bankruptcy.
It should also be noted that on October 22, 1994, Congress enacted 11 U.S.C. §362(b)(18), which added a new exception to the automatic stay for ad valorem property taxes imposed by a political subdivision after the filing of a bankruptcy petition. Under this law, if a bankruptcy petition is filed on or after October 22, 1994, the lien for ad valorem property taxes in subsequent fiscal years will attach even if the property is part of the bankruptcy estate. Bond Owners should be aware that the potential effect of 11 U.S.C. §362(b)(18) on the Special Taxes also depends upon whether a court were to determine that the Special Taxes should be treated like ad valorem property taxes for this purpose.
Direct and Overlapping Indebtedness
The ability of a property owner within Improvement Area No. 11 to pay the Special Taxes could be adversely affected by the existence of other taxes and assessments imposed upon such owner’s property. In addition, other public agencies whose boundaries overlap those of Improvement Area No. 11 could, without the consent of the City or the District, and in certain cases without the consent of property owners, impose additional taxes or assessment liens on the property within Improvement Area No. 11 to finance public improvements to be located inside or outside Improvement Area No. 11. The property in Improvement Area No. 11 is not currently subject to any fixed lien special assessments or special taxes levied pursuant to the Act (other than the Special Taxes and the Special Tax B for services under the Rate and Method of Apportionment). See “THE DISTRICT AND IMPROVEMENT AREA NO. 11 — Direct and Overlapping Debt” for a discussion of the direct and overlapping indebtedness pertaining to Improvement Area No. 11.
The City has no control over the amount of additional debt payable from taxes or assessments levied on all or a portion of the property within Improvement Area No. 11 that may be incurred in the future by other governmental agencies having jurisdiction over all or a portion of the property therein. Other public agencies may issue additional indebtedness on property within any district at any time. Furthermore, nothing prevents the owners of property within Improvement Area No. 11 from consenting to the issuance of additional debt by other governmental agencies that would be secured by taxes or assessments on a parity with the Special Taxes. To the extent such indebtedness is payable from assessments, other special taxes levied pursuant to the Act, or taxes, such assessments, special taxes, and taxes will be secured by liens on the property within Improvement Area No. 11.
Accordingly, the debt on the property within Improvement Area No. 11 could increase without any corresponding increase in the value of the subject property. The imposition of such additional indebtedness could reduce the willingness and ability of the property owners within Improvement Area No. 11 to pay the Special Taxes when due. Moreover, in the event of a delinquency in the payment of any Special Taxes, no assurance can be given that the proceeds of any foreclosure sale of property with delinquent Special Taxes would be sufficient to pay the delinquent Special Taxes.
Constitutional Limitations on Taxation and Appropriations 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 significantly limit the imposition of new ad valorem taxes, special taxes, transaction taxes, and sales taxes. 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 governments 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 taxes, special taxes, transaction taxes, and sales taxes. In addition, Article XIIIA requires the approval of two-thirds of all members of the California Legislature to change any State laws resulting in increased tax revenues.
Enactment of Article XIIIA has reduced the amount of general property tax revenues received by the City. This reduction in such revenues makes it less likely that the City or the District will have surplus funds, other than the Reserve Account for the Bonds, with which to advance funds to make any payments or to cure any deficiency in the Interest Account or Principal Account of the Special Tax Fund, should the City or the District, as applicable, in the exercise of its discretion, choose to do so. If there are additional delinquencies after exhaustion of funds in the Reserve Account for the Bonds, none of the City or the District has any obligation to transfer into the Interest Account or Principal Account of the Special Tax 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 974), that determined that special assessments are not subject to the limitations of Article XIIIA (Proposition 13). The Court held the one percent tax limitation imposed by California Constitution Article XIIIA on ad valorem taxes does not apply to special assessments levied pursuant to the Improvement Act of 1911 (Streets and Highways Code, Section 5000 et seq., the relevant portions of which are 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 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 U.S. Supreme Court struck down as a violation of equal protection certain property tax assessment practices in West Virginia, which had resulted in vastly different assessments of similar properties. Since Article XIIIA provides that property may only be assessed 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 U.S. 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 U.S. 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 U.S. Supreme Court affirmed the Nordlinger decision (112 U.S. 2326) of the California Court of Appeal, Second Appellate District, which previously held that Article XIIIA does not violate the U.S. Constitution.
The City cannot predict whether any other pending or future challenges to the State’s present system of property tax assessment will be successful, when the ultimate resolution of any challenge will occur, or the ultimate effect any decision 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 governments.
Articles XIIIC and XIIID of the California Constitution. Proposition 218, a state ballot initiative known as the “Right to Vote on Taxes Act,” was approved by California voters on November 6, 1996. Proposition 218 added Articles XIIIC and XIIID to the State Constitution, and, with the exception of certain provisions, Articles XIIIC and XIIID became effective on November 6, 1996.
Among other things, Proposition 218 imposed certain voting requirements and other limitations on the imposition of new or increased taxes, assessments, and property-related fees and charges. Under Proposition 218 (i) all taxes imposed by local governments are deemed to be either general taxes, or special taxes, (ii) no local government may impose, extend, or increase any general tax unless and until such tax is submitted to the electorate and approved by a majority vote, and (iii) no local government may impose, extend, or increase any special tax unless and until such tax is submitted to the electorate and approved by a two-thirds vote. Special purpose districts, including community facilities districts and assessment districts, have no power to levy general taxes. The City believes that the issuance of the Bonds does not require the conduct of further proceedings under the Refunding Act, the 1915 Act, the 1913 Act, the Mello-Roos Act, or Proposition 218, as applicable, other than as described herein.
Proposition 218 provides that the initiative power shall “not be prohibited or otherwise limited in matters reducing or repealing any local tax, assessment, fee or charge...” Thus, Proposition 218 removes limitations on the initiative power in matters of, among other things, the Special Taxes. Consequently, it is conceivable that the voters of the City or the District could, by future initiative, repeal, reduce, or prohibit the future imposition or increase of any Special Tax, subject to overriding federal constitutional principles relating to impairment of contracts.
Although the provisions of Article XIIIC have not been interpreted by the courts, the City believes that the initiative power cannot be used to reduce or repeal the unpaid Special Taxes that are pledged as security for payment of the Bonds or to otherwise interfere with the mandatory, statutory duty of the City and the County Auditor with respect to the unpaid Special Taxes that are pledged as security for payment of the Bonds.
The Appellate District, Division One, issued its opinion in 2014 in City of San Diego v. Melvin Shapiro, et al. (228 Cal. App. 4th 756) (the “San Diego Decision”). The case involved a Convention Center Facilities District (the “CCFD”) established by the City of San Diego (the “City”). The CCFD is a financing district much like a community facilities district established under the provisions of the Act. The CCFD is comprised of all of the real property in the entire City. However, the special tax to be levied within the CCFD was to be levied only on hotel properties located within the CCFD.
The election authorizing the special tax was limited to owners of hotel properties and lessees of real property owned by a governmental entity on which a hotel is located. Thus, the election was not a registered voter election. Such approach to determining who would constitute the qualified electors of the CCFD was modeled after Section 53326(c) of the Act, which generally provides that, if a special tax will not be apportioned in any tax year on residential property, the legislative body may provide that the vote shall be by the landowners of the proposed district whose property would be subject to the special tax. The Court held that the CCFD special tax election was invalid under the California Constitution because Article XIIIA, Section 4 thereof and Article XIIIC, Section 2 thereof require that the electors in such an election be the registered voters within the district.
The facts of the San Diego Decision show that there were hundreds of thousands of registered voters within the CCFD (viz., all of the registered voters in the City). There were no registered voters in Improvement Area No. 11 at the time of formation and at the time of the subsequent changes to the District on October 2, 2012. In the San Diego Decision, the Court expressly stated that it was not addressing the validity of landowner voting to impose special taxes pursuant to the Act in situations where there are fewer than 12 registered voters. Thus, by its terms, the Court’s holding does not apply to the Special Tax elections in Improvement Area No. 11. Moreover, Section 53341 of the Act provides that any “action or proceeding to attack, review, set aside, void or annul the levy of a special tax…shall be commenced within 30 days after the special tax is approved by the voters.” Similarly, Section 53359 of the Act provides that any action to determine the validity of bonds issued pursuant to the Act be brought within 30 days of the voters approving the issuance of such bonds. Voters in Improvement Area No. 11 approved Special Tax and the issuance of bonds on November 5, 2024. Based on Sections 53341 and 53359 of the Act and analysis of existing laws, regulations, rulings and court decisions, Bond Counsel is of the opinion that the Special Tax is being levied in accordance with the Rate and Method of Apportionment.
The interpretation and application of Proposition 218 will ultimately be determined by the courts with respect to a number of the matters discussed above, and it is not possible at this time to predict with certainty the outcome of such determination.
Future Initiatives; Initiative 1935
Articles XIIIA, XIIIB, XIIIC, and XIIID of the Constitution were each adopted as measures that qualified for the ballot pursuant to California’s initiative process. From time to time other initiative measures could be adopted, which may affect the ability of the City or the District, as applicable, to levy and maintain Special Taxes.
Hazardous Substances
Although governmental taxes, assessments, and charges are common claims against taxed parcels within Improvement Area No. 11, other less common claims may be relevant to the valuation of such property. One of the most serious in terms of the potential reduction in the value of the affected property is a claim with regard to hazardous substances. In general, the owners and operators of parcels within Improvement Area No. 11 may be required by law to remedy conditions of the parcels related to the releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, sometimes referred to as “CERCLA” or the “Superfund Act,” is the most well-known and widely applicable of these laws, but California laws with regard to hazardous substances are also stringent and similar. Under many of these laws, the owner (or operator) is obligated to remedy a hazardous substances condition of a property whether or not the owner (or operator) has anything to do with creating or handling the hazardous substance. The effect, therefore, should any parcel within Improvement Area No. 11 be affected by a hazardous substance, would be to reduce the marketability and value of the parcel by the costs of remedying the condition, because the owner (or operator) is obligated to remedy the condition. Further, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling or disposing of it. All of these possibilities could significantly affect the financial and legal ability of a property owner to develop the affected parcel or other parcels, as well as the value of the property that is realizable upon a delinquency and foreclosure.
The appraised values set forth in the Appraisal do not, unless expressly noted, take into account the possible reduction in marketability and value of any of the parcels by reason of the possible liability of the owner (or operator) for the remedy of a hazardous substance condition of the parcel. The District is not aware that the owner of any of the taxed parcels in Improvement Area No. 11 has such a current liability with respect to the existence of any hazardous substances on any of the parcels within Improvement Area No. 11, except as expressly noted. The Merchant Builders with active projects are not aware of any current liability with respect to any such hazardous substance condition existing on its property within Improvement Area No. 11. However, it is possible that such liabilities do currently exist and that neither the District nor such Merchant Builders are aware of them.
It is possible that liabilities may arise in the future with respect to any of the parcels within Improvement Area No. 11 resulting from the existence, currently or in the future, on the parcel of a substance presently classified as hazardous but that has not been released or the release of which is not presently threatened, or may arise in the future resulting from the existence, currently or in the future, on the parcel of a substance not presently classified as hazardous but that may in the future be so classified. Furthermore, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling or disposing of it. All of these possibilities could significantly affect the value of a taxed parcel that is realizable upon a delinquency of Special Taxes.
Fire Hazards
Improvement Area No. 11 is not located within a Very High Fire Hazard Severity zone. This is consistent with the CalFire Fire Hazard Severity Zone Map. The Merchant Builders report that no extra fire suppression mitigation was required for development of the property within Improvement Area No. 11; however, there can be no assurances that wildfires will not occur within Improvement Area No. 11 or as to the severity or frequency of wildfires within the vicinity of Improvement Area No. 11.
Seismic Hazards
California has historically been subject to periodic seismic activity. The property within Improvement Area No. 11 is not located within any Special Studies Zone, as defined in the Alquist-Priolo Special Studies Zone Act; however, Improvement Area No. 11 is located within over two miles of the Chino-Central fault. In addition, the City may still be subject to moderate and severe ground shaking in the event of a major seismic occurrence on any of the active faults in the Southern California area. The occurrence of seismic activity in Improvement Area No. 11 could result in substantial damage to properties in Improvement Area No. 11, which, in turn, could substantially reduce the value of such properties and could affect the ability or willingness of the property owners to pay their Special Taxes.
Flood Hazards
According to the Appraisal, the District is not located in a Federal Emergency Management Agency flood hazard zone.
Judicial Delays
Judicial remedies, such as foreclosure and enforcement of covenants, are subject to the exercise of judicial discretion. A California court may not strictly apply certain remedies or enforce certain covenants if it concludes that application or enforcement would be unreasonable under the circumstances, and it may delay the application of such remedies and enforcement.
Limited Secondary Market
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 comprise the secondary market.
Although the District has covenanted to provide continuing secondary market disclosure in accordance with the provisions of and during the periods required by its Continuing Disclosure Agreement, including certain financial and operating information, there can be no assurance that such information will be available to Owners on a timely basis. (See “CONTINUING DISCLOSURE.”) The failure to provide the required annual disclosure information does not give rise to monetary damages, but merely an action for specific performance. Occasionally, because of general market conditions, lack of current information, the absence of a credit rating, or adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, secondary market prices for issues depend upon the then prevailing circumstances. Such prices could be substantially different from the original purchase price of the issue.
Loss of Tax Exemption
As discussed under the caption “TAX MATTERS,” interest on the Bonds could cease to be excluded from gross income for federal income tax purposes retroactive to the date the Bonds were issued as a result of future acts or omissions of the District. Should such an event of taxability occur, the Bonds are not subject to special redemption or any increase in interest rate and will remain Outstanding until maturity or until redeemed under one of the other redemption provisions contained in the Fiscal Agent Agreement.
No Acceleration
There is no provision in the Bonds or the Fiscal Agent Agreement for acceleration of the payment of principal of or interest on the Bonds in the event of a default by the District or in the event interest on the Bonds becomes included in gross income for federal income tax purposes.
Potential Early Redemption of Bonds from Special Tax Prepayments Property owners within Improvement Area No. 11, including the Merchant Builders, and any individual property owner, are permitted to prepay their Special Taxes at any time. Such Prepayments could also be made from the proceeds of bonds issued by or on behalf of an overlapping special assessment district or community facilities district. Such Prepayments will result in an extraordinary redemption of the Bonds on the Interest Payment Date for which timely notice may be given under the Fiscal Agent Agreement following the receipt of the Prepayment. The resulting extraordinary redemption of such bonds that were purchased at a price greater than par could reduce the otherwise expected yield on such bonds. See “THE BONDS — Redemption Provisions — Special Mandatory Redemption from Prepayments of Special Taxes.” Private Indebtedness
Deeds of trust securing loans encumber many properties within Improvement Area No. 11. Any such private liens, as well as any future private liens secured by land within Improvement Area No. 11, are subordinate to the lien securing the Special Taxes. Nevertheless, the existence of such private debt could reduce the ability of property owners to pay the Special Taxes. In addition, other financial obligations of the Merchant Builders or subsequent property owners may also affect the ability of such entities to pay the Special Taxes. See “PROPERTY OWNERSHIP AND THE DEVELOPMENT — The Development Plans.” Limitations on Remedies
Remedies available to the Owners may be limited by a variety of factors and may be inadequate to assure the timely payment of principal of and interest and premium, if any, on the Bonds or to preserve the tax-exempt status of interest on the Bonds.
Bond Counsel has limited its opinion as to the enforceability of the Bonds and the Fiscal Agent Agreement to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or other similar laws affecting generally the enforcement of creditor’s rights, by equitable principles and by the exercise of judicial discretion. Additionally, the Bonds are not subject to acceleration in the event of the breach of any covenant or duty under the Fiscal Agent Agreement. The lack of availability of certain remedies or the limitation of remedies may entail risks of delay in the exercise of, or limitations on or modifications to, the rights of the Owners.
The enforceability of the rights and remedies of the Owners and the Fiscal Agent, and the obligations incurred by the District as described herein may be subject to the following: the federal bankruptcy code and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect; usual equity principles that may limit the specific enforcement under State law of certain remedies; the exercise by the federal government of the powers delegated to it by the United States Constitution; and the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose. Bankruptcy proceedings or the exercise of powers by the federal or state government, if initiated, could subject the Owners to judicial discretion and interpretation of their rights in bankruptcy or otherwise and consequently may entail risks of delay, limitations, or modification of their rights.
IRS Audit of Tax-Exempt Bond Issues
The Internal Revenue Service (“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).
Parity Taxes and Special Assessments
Property within Improvement Area No. 11 is subject to taxes and assessments imposed by other public agencies also having jurisdiction over the land within Improvement Area No. 11. See “THE DISTRICT AND IMPROVEMENT AREA NO. 11—Direct and Overlapping Indebtedness.” The Special Taxes and any penalties thereon will constitute a lien against the lots and parcels of land on which they will be annually imposed until they are paid. Such lien is on a parity with all special taxes and special assessments levied by other agencies and is co-equal to and independent of the lien for general property taxes regardless of when they are imposed upon the same property. The Special Taxes have priority over all existing and future private liens imposed on the property except, possibly, for liens or security interests held by the Federal Deposit Insurance Corporation. See “—Bankruptcy and Foreclosure.” Neither the District nor the City has control over the ability of other entities and districts to issue indebtedness secured by special taxes, ad valorem taxes or assessments payable from all or a portion of the property within the District. In addition, the landowners within the District may, without the consent or knowledge of the District, petition other public agencies to issue public indebtedness secured by special taxes and ad valorem taxes or assessments. Any such special taxes or assessments may have a lien on such property that is co-equal to the Special Taxes and could reduce the estimated value-to-lien ratios for the property within the District described herein. See “SECURITY FOR THE BONDS” and “THE DISTRICT AND IMPROVEMENT AREA NO. 11—Property Values; Appraised Value-to-Lien Ratio” and “—Direct and Overlapping Indebtedness.” Disclosures to Future Purchasers
The willingness or ability of an owner of a parcel to pay the Special Tax even if the value is sufficient may be affected by whether or not the owner was given due notice of the Special Tax authorization at the time the owner purchased the parcel, was informed of the amount of the Special Tax on the parcel should the Special Tax be levied at the maximum tax rate and the risk of such a levy and, at the time of such a levy, has the ability to pay it as well as pay other expenses and obligations. The District has caused a notice of the Special Tax to be recorded in the Office of the Recorder for the County of San Bernardino against each parcel. While title companies normally refer to such notices in title reports, there can be no guarantee that such reference will be made or, if made, that a prospective purchaser or lender will consider such Special Tax obligation in the purchase of a property within Improvement Area No. 11 or lending of money thereon.
The Act requires the subdivider (or its agent or representative) of a subdivision to notify a prospective purchaser or long-term lessor of any lot, parcel, or unit subject to a special tax under the Act of the existence and maximum amount of such special tax using a statutorily prescribed form. California Civil Code Section 1102.6b requires that in the case of transfers other than those covered by the above requirement, the seller must at least make a good faith effort to notify the prospective purchaser of the special tax lien in a format prescribed by statute. Failure by an owner of the property to comply with the above requirements, or failure by a purchaser or lessor to consider or understand the nature and existence of the Special Tax, could adversely affect the willingness and ability of the purchaser or lessor to pay the Special Tax when due.
Special Tax Delinquencies
Under provisions of the Act, the Special Taxes, from which funds necessary for the payment of principal of, and interest on, the Bonds are derived, will be billed to the properties within Improvement Area No. 11 on the regular ad valorem property tax bills sent to owners of such properties by the County of San Bernardino Tax Collector. The Act currently provides that such Special Tax installments are due and payable, and bear the same penalties and interest for non-payment, as do ad valorem property tax installments.
See APPENDIX A for a discussion of the provisions which apply, and procedures which the District is obligated to follow under the Indenture, in the event of delinquencies in the payment of Special Taxes. See “—Bankruptcy and Foreclosure” for a discussion of the policy of the Federal Deposit Insurance Corporation regarding the payment of special taxes and assessment and limitations on the District’s ability to foreclosure on the lien of the Special Taxes in certain circumstances.
The District does not participate in the County’s Teeter Plan. Accordingly, the collection of Special Taxes is subject to delinquencies.
Economic, Political, Social, and Environmental Conditions Prospective investors are encouraged to evaluate current and prospective economic, political, social, and environmental conditions as part of an informed investment decision. Changes in economic, political, social, or environmental conditions on a local, state, federal, and/or international level may adversely affect investment risk generally. Such conditional changes may include (but are not limited to) fluctuations in business production, consumer prices, or financial markets, unemployment rates, technological advancements, shortages or surpluses in natural resources or energy supplies, changes in law, social unrest, fluctuations in the crime rate, political conflict, acts of war or terrorism, environmental damage, and natural disasters.
Cybersecurity
The City, like many other public and private entities, rely on computer and other digital networks and systems to conduct their operations. The City is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the efforts of the City to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City, or the administration of the Bonds. The City is also reliant on other entities and service providers in connection with the administration of the Bonds, including without limitation, the County tax collector for the levy and collection of Special Taxes and the Fiscal Agent. No assurance can be given that the City and these other entities will not be affected by cyber threats and attacks in a manner that may affect the levy and collection of Special Taxes or the payment of debt service on the Bonds.
TAX MATTERS
In the opinion of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, and assuming certain representations and compliance with certain covenants and requirements described herein, interest (and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals. However, it should be noted that, with respect to applicable corporations as defined in Section 59(k) of the Internal Revenue Code of 1986, as amended (the “Code”), generally certain corporations with more than $1,000,000,000 of average annual adjusted financial statement income, interest (and original issue discount) with respect to the Bonds might be taken into account in determining adjusted financial statement income for purposes of computing the alternative minimum tax imposed by Section 55 of the Code on such corporations. In the further opinion of Bond Counsel, interest (and original issue discount) on the Bonds is exempt from State of California personal income tax.
The excess of the stated redemption price at maturity of a Bond over the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity is to be sold to the public) constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Bond Owner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by the Bond Owner will increase the Bond Owner’s basis in the applicable Bond.
Bond Counsel’s opinion as to the exclusion from gross income of interest (and original issue discount) on the Bonds is based upon certain representations of fact and certifications made by the District and others and is subject to the condition that the District complies with all requirements of the Code, that must be satisfied subsequent to the issuance of the Bonds to assure that interest (and original issue discount) on the Bonds will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause the interest (and original issue discount) on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The District will covenanted to comply with all such requirements.
The amount by which a Bond Owner’s original basis for determining loss on sale or exchange in the applicable Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable bond premium, which must be amortized under Section 171 of the Code; such amortizable Bond premium reduces the Bond Owner’s basis in the applicable Bond (and the amount of tax-exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of Bond premium may result in a Bond Owner realizing a taxable gain when a Bond is sold by the Owner for an amount equal to or less (under certain circumstances) than the original cost of the Bond to the Owner. Purchasers of the Bonds should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable Bond premium.
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). No assurance can be given that in the course of an audit, as a result of an audit, or otherwise, Congress or the IRS might not change the Code (or interpretation thereof) subsequent to the issuance of the Bonds to the extent that it adversely affects the exclusion from gross income of interest on the Bonds or their market value.
SUBSEQUENT TO THE ISSUANCE OF THE BONDS THERE MIGHT BE FEDERAL, STATE, OR LOCAL STATUTORY CHANGES (OR JUDICIAL OR REGULATORY CHANGES TO OR INTERPRETATIONS OF FEDERAL, STATE, OR LOCAL LAW) THAT AFFECT THE FEDERAL, STATE, OR LOCAL TAX TREATMENT OF THE BONDS INCLUDING THE IMPOSITION OF ADDITIONAL FEDERAL INCOME OR STATE TAXES BEING IMPOSED ON OWNERS OF TAX-EXEMPT STATE OR LOCAL OBLIGATIONS, SUCH AS THE BONDS. THESE CHANGES COULD ADVERSELY AFFECT THE MARKET VALUE OR LIQUIDITY OF THE BONDS. NO ASSURANCE CAN BE GIVEN THAT SUBSEQUENT TO THE ISSUANCE OF THE BONDS STATUTORY CHANGES WILL NOT BE INTRODUCED OR ENACTED OR JUDICIAL OR REGULATORY INTERPRETATIONS WILL NOT OCCUR HAVING THE EFFECTS DESCRIBED ABOVE. BEFORE PURCHASING ANY OF THE BONDS, ALL POTENTIAL PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING POSSIBLE STATUTORY CHANGES OR JUDICIAL OR REGULATORY CHANGES OR INTERPRETATIONS, AND THEIR COLLATERAL TAX CONSEQUENCES RELATING TO THE BONDS.
Bond Counsel’s opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. Bond Counsel has not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. The authorizing resolutions and the Tax Certificate relating to the Bonds permit certain actions to be taken or to be omitted if a favorable opinion of Bond Counsel is provided with respect thereto. Bond Counsel expresses no opinion as to the effect on the exclusion from gross income of interest (and original issue discount) on the Bonds for federal income tax purposes with respect to any Bond if any such action is taken or omitted based upon the advice of counsel other than Stradling Yocca Carlson & Rauth LLP.
Although Bond Counsel has rendered an opinion that interest on the Bonds is excluded from gross income for federal income tax purposes provided that the District continues to comply with certain requirements of the Code, the ownership of the Bonds and the accrual or receipt of interest with respect to the Bonds may otherwise affect the tax liability of certain persons. Bond Counsel expresses no opinion regarding any such tax consequences. Accordingly, before purchasing any of the Bonds, all potential purchasers should consult their tax advisors with respect to collateral tax consequences relating to the Bonds A copy of the proposed form of opinion of Bond Counsel is attached hereto as Appendix B.
CERTAIN LEGAL MATTERS
The legal opinion of Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, Bond Counsel, approving the validity of the Bonds in substantially the form set forth as APPENDIX B hereto, will be made available to purchasers at the time of original delivery. Certain legal matters will be passed upon for the District by Stradling Yocca Carlson & Rauth LLP, Newport Beach, California, as Disclosure Counsel and as counsel for the District and for the City and the District by the City Attorney of the City, and for the Underwriter by Best Best & Krieger LLP, Los Angeles, California. Stradling Yocca Carlson & Rauth LLP, expresses no opinion to the owners of the Bonds as to the accuracy, completeness or fairness of this Official Statement or other offering materials relating to the Bonds, and expressly disclaims any duty to advise the owners of the Bonds as to matters related to the Official Statement.
ABSENCE OF LITIGATION
The City, for itself and on behalf of the District, will certify upon the issuance and delivery of the Bonds that there is no action, suit, or proceeding known to be pending or threatened, restraining, or enjoining the issuance or sale of the Bonds, or in any way contesting or affecting the validity of the foregoing or any proceedings of the City or the District taken with respect to any of the foregoing.
NO RATING
The District has not made and does not contemplate making an application to any rating agency for the assignment of a rating to the Bonds.
UNDERWRITING
The Bonds are being purchased by Raymond James & Associates, Inc. (the “Underwriter”). The Underwriter has agreed to purchase the Bonds at a price of $____________ (being the $________ aggregate principal amount of the Bonds, [plus/less] a [net] original issue [premium/discount], less an Underwriter’s discount of $__________. The purchase agreement relating to the Bonds provides that the Underwriter will purchase all of the Bonds if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in such purchase agreement, the approval of certain legal matters by counsel, and certain other conditions.
The Underwriter may offer and sell Bonds to certain dealers and others at prices lower than the offering prices stated on the inside cover page hereof. The offering price may be changed from time to time by the Underwriter.
PROFESSIONAL FEES
The fees payable to certain professionals, including the Underwriter, Stradling Yocca Carlson & Rauth LLP, as Bond Counsel and Disclosure Counsel to the District, Urban Futures, Inc., as Financial Advisor, and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent, are contingent upon the issuance of the Bonds. The fees of BTI Appraisal, as Appraiser, are not contingent upon the issuance of the Bonds. The fees of Webb Municipal Finance, LLC, as Special Tax Consultant, CFD Administrator and Dissemination Agent, are in part contingent upon the issuance of the Bonds.
CONTINUING DISCLOSURE
The District
The District will covenant in a Continuing Disclosure Agreement with Webb Municipal Finance, LLC, as dissemination agent, the form of which is set forth in Appendix F, for the benefit of the Owners, to provide an Annual Report containing certain financial information and operating data relating to the District and the Bonds for each fiscal year and to provide notices of enumerated events. The specific nature of the information to be contained in the Annual Reports or notices of enumerated events to be provided by or on behalf of the District and certain other terms of its continuing disclosure obligations are contained in Appendix F — “FORM OF DISTRICT CONTINUING DISCLOSURE AGREEMENT.” The District represents that, other than as disclosed in this Official Statement, the District has not failed in any material respect to comply in the last five years with any previous undertaking to provide continuing disclosure reports and notices of enumerated events pursuant to the provisions of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”).
The District (not the City) is obligated to comply with the Continuing Disclosure Agreement and, through the Continuing Disclosure Agreement, the Rule. However, the City Council of the City is the legislative body of the District and the City’s other community facilities districts and the District and the City’s other community facilities districts have no employees or staff independent of the City. During the past five years, to the City’s knowledge, the City and its related governmental entities have complied, in all material respects, with their disclosure undertakings.
Trumark
Trumark will also covenant in a Merchant Builder Continuing Disclosure Certificate, the form of which is set forth in Appendix I, for the benefit of the Owners, to provide semi-annual reports containing updates of certain development information within the Official Statement regarding the property in Improvement Area No. 11 that it owns or is under option to acquire and notices of certain significant events. The specific nature of the information to be contained in the semi-annual reports or notices of significant events and certain other terms of the continuing disclosure obligations of Trumark is contained in Appendix I— “FORM OF MERCHANT BUILDER CONTINUING DISCLOSURE CERTIFICATE.” To the actual knowledge of Trumark, other than as disclosed below, Trumark has not failed to comply in any material respects with its previous undertakings by it to provide periodic continuing disclosure reports or notices of listed events with respect to community facilities district or assessment district bond issues in southern California within the past five years.
The obligations of Trumark under its Merchant Builder Continuing Disclosure Certificate will terminate upon the earliest to occur of: (i) the legal defeasance, prior redemption or payment in full of all of the Bonds; or (ii) the date on which Trumark and any affiliate of Trumark, collectively, have conveyed to homebuyers at least 5 of the 55 residential units planned to be constructed by Trumark in Improvement Area No. 11 subject to the Special Tax.
Century
Century will also covenant in a Merchant Builder Continuing Disclosure Certificate, the form of which is set forth in Appendix I, for the benefit of the Owners, to provide semi-annual reports containing updates of certain development information within the Official Statement regarding the property in Improvement Area No. 11 that it owns or is under option to acquire and notices of certain significant events. The specific nature of the information to be contained in the semi-annual reports or notices of significant events and certain other terms of the continuing disclosure obligations of Century is contained in Appendix I— “FORM OF MERCHANT BUILDER CONTINUING DISCLOSURE CERTIFICATE.” [To the actual knowledge of Century, other than as disclosed below, Century has not failed to comply in any material respects with its previous undertakings by it to provide periodic continuing disclosure reports or notices of listed events with respect to community facilities district or assessment district bond issues in southern California within the past five years.] The obligations of Century under its Merchant Builder Continuing Disclosure Certificate will terminate upon the earliest to occur of: (i) the legal defeasance, prior redemption or payment in full of all of the Bonds; or (ii) the date on which Century and any affiliate of Century, collectively, have conveyed to homebuyers at least ____ of the 59 residential units planned to be constructed by Century in Improvement Area No. 11 subject to the Special Tax.
MISCELLANEOUS
References are made herein to certain documents and reports that are brief summaries thereof which do not purport to be complete or definitive and reference is made to such documents and reports for full and complete statement of the contents thereof.
Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representatives of fact. This Official Statement is not to be construed as a contract or agreement between the District and the purchasers or Owners of any of the Bonds.
The execution and delivery of this Official Statement have been duly authorized by the City, for and on behalf of the District.
COMMUNITY FACILITIES DISTRICT NO. 2003-3
OF THE CITY OF CHINO
By:
City Manager
APPENDIX A
SUMMARY OF FISCAL AGENT AGREEMENT
The following is a summary of certain provisions of the Fiscal Agent Agreement not otherwise described in the text of this Official Statement. This summary is not intended to be definitive, and reference is made to the text of the Fiscal Agent Agreement for the complete provisions thereof.
APPENDIX B
FORM OF BOND COUNSEL OPINION
[Closing Date]
City Council
City of Chino
Chino, California
Re: $__________ Community Facilities District No. 2003-3 of the City of Chino Improvement Area No. 11 2025 Special Tax Bonds Honorable Members of the City Council:
We have examined the Constitution and laws of the State of California, a certified record of the proceedings of the City of Chino, California (the “City”) taken in connection with the formation of Community Facilities District No. 2003-3 of the City of Chino (the “District”) and the authorization and issuance of the District’s Improvement Area No. 11 2025 Special Tax Bonds in the aggregate principal amount of $__________ (the “Bonds”) and such other information and documents as we consider necessary to render this opinion. In rendering this opinion, we have relied upon certain representations of fact and certifications made by the City, the District, the initial purchaser of the Bonds and others. We have not undertaken to verify through independent investigation the accuracy of the representations and certifications relied upon by us.
The Bonds have been issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Sections 53311 et seq. of the Government Code of the State of California), Resolution No. 2025-____ adopted by the City Council of the City, acting in its capacity as the legislative body of the District, on _____________, 2025 (the “Resolution of Issuance”) and a Fiscal Agent Agreement by and between the District and The Bank of New York Mellon Trust Company, N.A., as Fiscal Agent (the “Fiscal Agent”), dated as of December 1, 2025 (the “Fiscal Agent Agreement”), by and between the District and the Fiscal Agent. All capitalized terms not defined herein shall have the meanings set forth in the Fiscal Agent Agreement.
The Bonds are dated as of the date of hereof and mature on the dates and in the amounts set forth in the Fiscal Agent Agreement. The Bonds bear interest payable semiannually on each March 1 and September 1, commencing on March 1, 2026, at the rates per annum set forth in the Fiscal Agent Agreement. The Bonds are registered Bonds in the form set forth in the Fiscal Agent Agreement redeemable in the amounts, at the times and in the manner provided for in the Fiscal Agent Agreement.
Based upon our examination of the foregoing, and in reliance thereon and on all matters of fact as we deem relevant under the circumstances, and upon consideration of applicable laws, we are of the opinion that:
(1) The Bonds have been duly and validly authorized by the District and are legal, valid and binding limited obligations of the District, enforceable in accordance with their terms and the terms of the Fiscal Agent Agreement, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting generally the enforcement of creditors’ rights, by equitable principles and by the exercise of judicial discretion; provided, however, we express no opinion as to the enforceability of the covenant of the District contained in the Fiscal Agent Agreement to levy Special Taxes for the payment of Administrative Expenses. The Bonds are limited obligations of the District but are not a debt of the City, the County of San Bernardino, the State of California or any other political subdivision thereof within the meaning of any constitutional or statutory limitation, and, except for the Special Taxes, neither the faith and credit nor the taxing power of the District, the City, the County of San Bernardino, the State of California, or any other political subdivision is pledged for the payment thereof. The execution and delivery of the Fiscal Agent Agreement has been duly authorized by the District, and the Fiscal Agent Agreement is valid and binding upon the District and is enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights generally, by the exercise of judicial discretion in accordance with general principles of equity or otherwise in appropriate cases, and by the limitations on legal remedies against public agencies in the State of California; provided, however, we express no opinion as to the enforceability of the covenant of the District contained in the Fiscal Agent Agreement to levy Special Taxes for the payment of Administrative Expenses or as to any provisions therein relating to indemnification, contribution, penalty, waiver, choice of law or choice of forum. (2) The Fiscal Agent Agreement creates a valid pledge of, and the Bonds are secured by, the Net Special Taxes and the amounts on deposit in certain funds and accounts established under the Fiscal Agent Agreement, as and to the extent provided in the Fiscal Agent Agreement, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or other similar laws affecting generally the enforcement of creditors’ rights, by equitable principles and by the exercise of judicial discretion. (3) Under existing statutes, regulations, rulings and judicial decisions, interest (and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals; however, it should be noted with respect to applicable corporations as defined in Section 59(k) of the Internal Revenue Code of 1986, as amended (the “Code”), interest (and original issue discount) with respect to the Bonds might be taken into account in determining adjusted financial statement income for the purposes of computing the alternative minimum tax imposed on such corporations. (4) Interest (and original issue discount) on the Bonds is exempt from State of California personal income tax. (5) The difference between the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity are to be sold to the public) and the stated redemption price at maturity with respect to such Bond constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Bond owner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by a Bond owner will increase the Bond owner’s basis in the applicable Bond. (6) The amount by which a Bond Owner’s original basis for determining loss on sale or exchange of a Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable Bond premium, which must be amortized under Section 171 of the Code; such amortizable Bond premium reduces the Bond Owner’s basis in the applicable Bond (and the amount of tax-exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of Bond premium may result in a Bond Owner realizing a taxable gain when a Bond is sold by the Owner for an amount equal to or less (under certain circumstances) than the original cost of the Bond to the Owner. Purchasers of the Bonds should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable Bond premium.
The opinions expressed herein as to the exclusion from gross income for federal income tax purposes of interest and original issue discount on the Bonds are subject to the condition that the City and the District comply with all requirements of the Code, that must be satisfied subsequent to the issuance of the Bonds to assure that such interest and original issue discount will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause interest and original issue discount on the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The City and the District have covenanted to comply with all such requirements. Except as set forth in paragraphs (3) through (6) above, we express no opinion as to any tax consequences related to the Bonds.
It is possible that subsequent to the issuance of the Bonds there might be federal, state, or local statutory changes (or judicial or regulatory interpretations of federal, state, or local law) that affect the federal, state, or local tax treatment of the Bonds or the market value of the Bonds. No assurance can be given that subsequent to the issuance of the Bonds such changes or interpretations will not occur.
The opinions expressed herein are based upon an analysis of existing statutes, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities.
We call attention to the fact that the foregoing opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether such actions or events are taken (or not taken) or do occur (or do not occur). The Fiscal Agent Agreement and the Tax Certificate executed by the District and the City with respect to the Bonds as of the date hereof permit certain actions to be taken or omitted if a favorable opinion of Bond Counsel is provided with respect thereto. We express no opinion as to the effect on the exclusion from gross income of interest and original issue discount on the Bonds for federal income tax purposes on and after the date on which any such change occurs or action is taken upon the advice or approval of counsel other than Stradling Yocca Carlson & Rauth LLP.
We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement relating to the Bonds or other offering material relating to the Bonds and expressly disclaim any duty to advise the owners of the Bonds with respect to matters contained in the Official Statement.
Respectfully submitted,
APPENDIX C
RATE AND METHOD OF APPORTIONMENT FOR
COMMUNITY FACILITIES DISTRICT NO. 2003-3
OF THE CITY OF CHINO
(IMPROVEMENT AREA NO. 11)
The following sets forth the Rate and Method of Apportionment for the levy and collection of Annual Special Tax A and Annual Special Tax B in Improvement Area No. 11 of the City of Chino (“City”) Community Facilities District No. 2003-3 (“CFD No. 2003-3”). An Annual Special Tax A and Annual Special Tax B shall be levied on and collected in Improvement Area No. 11 of CFD No. 2003-3 each Fiscal Year, in an amount determined through the application of the Rate and Method of Apportionment described below. All of the real property within Improvement Area No. 11, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent, and in the manner herein provided.
SECTION A
DEFINITIONS
The terms hereinafter set forth have the following meanings:
“Acquisition Agreement” means the Acquisition Agreement dated as of May 18, 2004 by and between the City and Chino Development Corporation, et al, as it may be amended. “Acre” or “Acreage” means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the land area is not shown on the Assessor’s Parcel Map, the land area as shown on the applicable Final Map, or if the land area is not shown on the applicable Final Map, the land area shall be calculated by the City Engineer. “Act” means the Mello-Roos Community Facilities Act of 1982 as amended, being Chapter 2.5, Division 2 of Title 5 of the Government Code of the State of California. “Administrative Expenses” means any ordinary and necessary expenses allocable to the Special Tax A Requirement and to the Special Tax B Requirement which are incurred by the City on behalf of Improvement Area No. 11 related to the determination of the amount of the levy of Special Tax A and Special Tax B, the collection of Special Tax A and Special Tax B including the expenses of collecting delinquencies, the administration of Bonds, the payment of salaries and benefits of any City employee whose duties are directly related to the administration of Improvement Area No. 11, and costs otherwise incurred in order to carry out the authorized purposes of CFD No. 2003-3 relating to Improvement Area No. 11. “Administrator” means an official of the City, or designee thereof, responsible for, among other things, determining the annual amount of the levy and collection of the Special Tax A and Special Tax B. “Agricultural Buffer Property” means all Assessor’s Parcels which have a restriction on development due to their location being within 100 feet of existing animal use pursuant to the “DEVELOPMENT PLAN, General Development Standards, Right-to-Farm, Development Standards” section of the Preserve Specific Plan approved on March 25, 2003. “Annual Special Tax A” means for each Assessor’s Parcel, the Special Tax A actually levied in a given Fiscal Year on any Assessor’s Parcel. “Annual Special Tax B” means for each Assessor’s Parcel, the Special Tax B actually levied in a given Fiscal Year on any Assessor’s Parcel. “Approved Property” means all Assessor’s Parcels of Taxable Property other than Provisional Undeveloped Property: (i) that are included in a Final Map that was recorded prior to the January 1st preceding the Fiscal Year in which the Special Tax A is being levied, and (ii) that have not been issued a building permit on or before March 1st preceding the Fiscal Year in which the Special Tax A is being levied. “Assessor’s Parcel” means a lot or parcel of land designated on an Assessor’s Parcel Map with an assigned Assessor’s Parcel Number within the boundaries of Improvement Area No. 11. “Assessor’s Parcel Map” means an official map of the Assessor of the County designating parcels by Assessor’s Parcel Number. “Assessor’s Parcel Number” means that number assigned to a lot or parcel of land by the County Assessor for purposes of identification. “Assigned Annual Special Tax A” means the Special Tax A of that name described in Section D below. “Backup Annual Special Tax A” means the Special Tax A of that name described in Section E below. “Bonds” means those bonds issued by or on behalf of CFD No. 2003-3 Improvement Area No. 11, or any refunding thereof, to which Special Tax A within Improvement Area No. 11 has been pledged. “Boundary Map” means a recorded map of the CFD No. 2003-3 which indicates the boundaries of Improvement Area No. 11 of CFD No. 2003-3. “Building Square Footage” or “BSF” means the square footage of assessable internal living space, exclusive of garages or other structures not used as living space, as determined by reference to the building permit application for such Assessor’s Parcel and subject to verification by City Staff. “Calendar Year” means the period commencing January 1 of any year and ending the following December 31. “CFD No. 2003-3” means Community Facilities District No. 2003-3 Improvement Area No. 11 established by the City under the Act. “City” means the City of Chino, or its designee.
“City Council” means the City Council of the City of Chino, acting as the legislative body of CFD No. 2003-3, or its designee. "Consumer Price Index" or “CPI” means the index published monthly by the U.S. Department of Labor, Bureau of Labor Statistics for all urban consumers in the Riverside-San Bernardino-Ontario area. In the event this index ceases to be published, the Consumer Price Index shall be another index as determined by the Administrator that is reasonably comparable to the Consumer Price Index for the Riverside-San Bernardino-Ontario. “County” means the County of San Bernardino.
“Developed Property” means all Assessor’s Parcels of Taxable Property other than Provisional Undeveloped Property that: (i) are included in a Final Map that was recorded prior to January 1st preceding the Fiscal Year in which the Special Tax A is being levied, and (ii) a building permit was issued on or before March 1st preceding the Fiscal Year in which the Special Tax A or Special Tax B is being levied. “Exempt Property” means all Assessor’s Parcels designated as being exempt from both Special Tax A and Special Tax B as provided for in Section L. “Final Map” means a subdivision of property by recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or recordation of a condominium plan pursuant to California Civil Code 4285 that creates individual lots for which building permits may be issued without further subdivision. “Fiscal Year” means the period commencing July 1 of any year and ending the following June 30. “Improvement Area No. 11” means Improvement Area No. 11 of CFD No. 2003-3, as identified on the boundary map for CFD No. 2003-3 Improvement Area No. 11. “Land Use Type” means Residential Property, Multifamily Residential Property, or Non-Residential Property. “Maximum Special Tax A” means for each Assessor’s Parcel of Taxable Property, the maximum Special Tax A, determined in accordance with Section C that can be levied in any Fiscal Year on such Assessor’s Parcel. “Maximum Special Tax B” means for each Assessor’s Parcel of Developed Property, the maximum amount of Special Tax B, determined in accordance with Section I that can be levied in any Fiscal Year on such Assessor’s Parcel. “Multifamily Residential Property” means all Parcels of Developed Property for which a building permit has been issued for the purpose of constructing a building or buildings comprised of attached Units available for rental by the general public, not for sale to an end user, and under common management, as determined by the Administrator. “Non-Residential Property” means all Assessor’s Parcels of Developed Property for which a building permit was issued for any type of non-residential use. “Partial Prepayment Amount” means the amount required to prepay a portion of the Special Tax A obligation for an Assessor’s Parcel, as described in Section H. “Prepayment Amount” means the amount required to prepay the Special Tax A obligation in full for an Assessor’s Parcel, as described in Section G. “Proportionately” means for Special Tax A that the ratio of the Annual Special Tax A levy to the applicable Assigned Annual Special Tax A is equal for all applicable Assessor’s Parcels. In the case of Special Tax B, means that the ratio of the Annual Special Tax B levy to the applicable Maximum Special Tax B is equal for all applicable Assessor’s Parcels. In case of Developed Property subject to the apportionment of the Annual Special Tax A under Step Four of Section F, “Proportionately” means that the quotient of (a) Annual Special Tax A less the Assigned Annual Special Tax A divided by (b) the Backup Annual Special Tax A less the Assigned Annual Special Tax A, is equal for all applicable Assessor’s Parcels. “Provisional Undeveloped Property” means all Assessor’s Parcels of Taxable Property subject to Special Tax A that would otherwise be classified as Exempt Property pursuant to the provisions of Section L, but cannot be classified as Exempt Property because to do so would reduce the Acreage of all Taxable Property within the applicable Zone below the required minimum Acreage set forth in Section L. “Residential Property” means all Assessor’s Parcels of Developed Property for which a building permit has been issued for purposes of constructing one or more residential dwelling units, which is not Multifamily Residential Property. “Services” means services permitted under the Act including, without limitation, maintenance of parks, parkways and open space, flood and storm protection services the operation of storm drainage systems, and public safety services. All of the services financed must be provided within the boundaries of or for the benefit of CFD No. 2003-3. “Special Tax A” means any of the special taxes authorized to be levied on Taxable Property within Improvement Area No. 11 by CFD No. 2003-3 pursuant to the Act to fund the Special Tax A Requirement. “Special Tax B” means the special tax authorized to be levied in each Fiscal Year on each Assessor's Parcel of Developed Property to fund the Special Tax B Requirement. “Special Tax A Requirement” means, subject to the Maximum Special Tax A, the amount required in any Fiscal Year to pay: (i) the debt service or the periodic costs on all outstanding Bonds due in the Calendar Year that commences in such Fiscal Year, (ii) Administrative Expenses (apportioned between Special Tax A and Special Tax B), (iii) the costs associated with the release of funds from an escrow account, (iv) any amount required to establish or replenish any reserve funds established in association with the Bonds, and (v) the collection or accumulation of funds for the acquisition or construction of facilities or payment of fees authorized by CFD No. 2003-3 by the levy on Developed Property of the Assigned Annual Special Tax A, as required by the Acquisition Agreement provided that the inclusion of such amount does not cause an increase in the levy of Special Tax A on Approved Property or Undeveloped Property as set forth in Step Two and Three of Section F, less (vi) any amount available to pay debt service or other periodic costs on the Bonds pursuant to any applicable fiscal agent agreement, or trust agreement. “Special Tax B Requirement” means, subject to the Maximum Special Tax B, that amount to be collected in any Fiscal Year to pay for Services as required to meet the needs of CFD No. 2003-3 in both the current Fiscal Year and the next Fiscal Year. The costs of Services to be covered shall be the direct costs for (i) Services, and (ii) Administrative Expenses (apportioned between Special Tax A and Special Tax B); less (iii) a credit for funds available to reduce the Annual Special Tax B levy, if any, as determined by the Administrator. Under no circumstances shall the Special Tax B Requirement include funds for Bonds. “Taxable Property” means all Assessor’s Parcels within Improvement Area No. 11, which are not Exempt Property. “Undeveloped Property” means all Assessor’s Parcels of Taxable Property which are not Developed Property, Approved Property or Provisional Undeveloped Property. “Unit” means any residential structure.
“Zone(s)” means Zone 1 or Zone 2 as identified below.
“Zone 1” means the specific area identified on the Boundary Map as Zone 1 of Improvement Area No. 11, consisting of Lots 1 through 59 of Tract 20446-1. “Zone 2” means the specific area identified on the Boundary Map as Zone 2 of Improvement Area No. 11, consisting of Lots 1 through 55 of Tract 20446.
SECTION B
CLASSIFICATION OF ASSESSOR’S PARCELS
Each Fiscal Year, beginning with Fiscal Year 2025-26, each Assessor’s Parcel within Improvement Area No. 11 shall be classified as Taxable Property or Exempt Property. In addition, each Assessor’s Parcel of Taxable Property shall be further classified as Developed Property, Approved Property, Undeveloped Property, or Provisional Undeveloped Property. In addition, each Assessor’s Parcel of Developed Property, Approved Property, Undeveloped Property and Provisional Undeveloped Property shall be classified as being within Zone 1 or Zone 2. If an Assessor’s Parcel of Approved Property, Undeveloped Property, or Provisional Undeveloped Property is located within more than one Zone, it shall be deemed to be entirely within the Zone in which the largest portion of its Acreage is located. In addition, each Assessor’s Parcel of Developed Property shall further be classified as Residential Property, Multifamily Residential Property, or Non-Residential Property.
SECTION C
MAXIMUM SPECIAL TAX A
1. Developed Property
The Maximum Special Tax A for each Assessor’s Parcel of Residential Property, Multifamily Residential Property, or Non-Residential Property in any Fiscal Year shall be the greater of (i) the Assigned Annual Special Tax A or (ii) the Backup Annual Special Tax A.
2. Approved Property, Undeveloped Property, and Provisional Undeveloped Property The Maximum Special Tax A for each Assessor’s Parcel classified as Approved Property, Undeveloped Property, or Provisional Undeveloped Property in any Fiscal Year shall be the Assigned Annual Special Tax A.
SECTION D
ASSIGNED ANNUAL SPECIAL TAX A
1. Developed Property
Each Fiscal Year, each Assessor’s Parcel of Residential Property, Multifamily Residential Property, or Non-Residential Property shall be subject to an Assigned Annual Special Tax A.
The Assigned Annual Special Tax A applicable to an Assessor's Parcel of Developed Property shall be determined using the Tables below.
TABLE 1
ASSIGNED ANNUAL SPECIAL TAX A RATES
FOR DEVELOPED PROPERTY WITHIN ZONE 1
Land Use Type
Building Square Footage
Rate
Residential Property
Less than 2,800
$8,710 per Unit
Residential Property
2,800 – 3,000
$9,035 per Unit
Residential Property
3,001 – 3,200
$9,360 per Unit
Residential Property
Greater than 3,200
$9,685 per Unit
Multifamily Residential Property
N/A
$80,952 per Acre
Non-Residential Property
N/A
$80,952 per Acre
TABLE 2
ASSIGNED ANNUAL SPECIAL TAX A RATES
FOR DEVELOPED PROPERTY WITHIN ZONE 2
Land Use Type
Building Square Footage
Rate
Residential Property
Less than 2,700
$8,620 per Unit
Residential Property
2,700 – 2,900
$8,900 per Unit
Residential Property
2,901 – 3,100
$9,180 per Unit
Residential Property
3,101 – 3,300
$9,460 per Unit
Residential Property
3,301 – 3,500
$9,740 per Unit
Residential Property
3,501 – 3,700
$10,020 per Unit
Residential Property
Greater than 3,700
$10,300 per Unit
Multifamily Residential Property
N/A
$75,283 per Acre
Non-Residential Property
N/A
$75,283 per Acre
2. Approved Property, Undeveloped Property, and Provisional Undeveloped Property Each Fiscal Year, each Assessor’s Parcel of Approved Property, Undeveloped Property, and Provisional Undeveloped Property shall be subject to an Assigned Annual Special Tax A. The Assigned Annual Special Tax A rate for an Assessor’s Parcel classified as Approved Property, Undeveloped Property, or Provisional Undeveloped Property shall be determined pursuant to Table 3 below:
TABLE 3
ASSIGNED ANNUAL SPECIAL TAX A RATES
FOR APPROVED PROPERTY, UNDEVELOPED PROPERTY,
AND PROVISIONAL UNDEVELOPED PROPERTY
Zone
Minimum Taxable Acreage
Rate
Zone 1
6.68 $80,952 per Acre
Zone 2
7.25 $75,283 per Acre
If an Assessor’s Parcel of Approved Property or Undeveloped Property includes an area that would be classified as Agricultural Buffer Property, the Acreage of the Assessor’s Parcel for purposes of levying the Assigned Annual Special Tax A shall exclude the Acreage of the area that would be classified as Agricultural Buffer Property.
SECTION E
BACKUP ANNUAL SPECIAL TAX A
For each Zone, at the time a Final Map is recorded, the City shall determine which Zone the Final Map area lies within and the Backup Annual Special Tax A for all Assessor’s Parcels classified or reasonably expected to be classified as Residential Property within such Final Map area shall be determined by multiplying the Maximum Special Tax A rate for Undeveloped Property for the applicable Zone by the total Acreage of Taxable Property, excluding the Provisional Undeveloped Property Acreage area, or Multifamily Residential Property and/or Non-Residential Property Acreage area if any, in such Final Map area and any Acreage reasonably expected to be classified as Exempt Property, and dividing such amount by the total number of such Assessor’s Parcels of Residential Property. In no circumstance shall the total Acreage of Taxable Property in each Zone be less than the acreage set forth in Table 3.
If the Final Map area described in the preceding paragraph lies within more than one Zone, the Backup Special Tax for Parcels of Residential Property or Parcels expected to be classified as Residential Property shall be determined by multiplying the Maximum Special Tax A rate for Undeveloped Property for the applicable Zone in which the majority of each Assessor Parcel lies by the total Acreage of each Assessor Parcel.
The Backup Annual Special Tax A for Multifamily Residential Property shall be its Annual Assigned Special Tax A Rate.
Notwithstanding the foregoing, if Assessor’s Parcels which are classified or to be classified as Residential Property or Multifamily Residential Property are subsequently changed by recordation of a lot line adjustment, Final Map amendment, new Final Map or similar instrument, then the Backup Annual Special Tax A shall be recalculated within the area that has been changed to equal the amount of Backup Annual Special Tax A that would have been generated if such change did not take place.
SECTION F
METHOD OF APPORTIONMENT OF THE ANNUAL SPECIAL TAX A
Commencing Fiscal Year 2025-26 and for each subsequent Fiscal Year, the City Council shall levy Annual Special Tax A in accordance with the following steps:
Step One: The Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Developed Property at up to 100% of the applicable Assigned Annual Special Tax A rates in Table 1 and Table 2 to satisfy the Special Tax A Requirement.
Step Two: If additional moneys are needed to satisfy the Special Tax A Requirement after the first step has been completed, the Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Approved Property at up to 100% of the applicable Assigned Annual Special Tax A to satisfy the Special Tax A Requirement.
Step Three: If additional moneys are needed to satisfy the Special Tax A Requirement after the first two steps have been completed, the Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Undeveloped Property up to 100% of the Assigned Annual Special Tax A for Undeveloped Property applicable to each such Assessor's Parcel as needed to satisfy the Special Tax A Requirement.
Step Four: If additional moneys are needed to satisfy the Special Tax A Requirement after the first three steps have been completed, then the Annual Special Tax A on each Assessor's Parcel of Developed Property for which the Maximum Special Tax A is the Backup Annual Special Tax A shall be increased Proportionately from the Assigned Annual Special Tax A up to 100% of the Backup Annual Special Tax A as needed to satisfy the Special Tax A Requirement.
Step Five: If additional moneys are needed to satisfy the Special Tax A Requirement after the first four steps have been completed, the Annual Special Tax A shall be levied Proportionately on each Assessor's Parcel of Provisional Undeveloped Property up to 100% of the Assigned Annual Special Tax A applicable to each such Assessor's Parcel as needed to satisfy the Special Tax A Requirement.
SECTION G
PREPAYMENT OF ANNUAL SPECIAL TAX A
The following definition applies to this Section G:
“Outstanding Bonds” means all previously issued Bonds issued and secured by the levy of Special Tax A which will remain outstanding after the first interest and/or principal payment date following the current Fiscal Year, excluding Bonds to be redeemed at a later date with the proceeds of prior prepayments of Maximum Special Tax A.
Prepayment:
The Special Tax A obligation of an Assessor's Parcel of Developed Property, an Assessor's Parcel of Approved Property, an Assessor's Parcel of Undeveloped Property, and an Assessor’s Parcel of Provisional Undeveloped Property may be prepaid in full, provided that there are no delinquent Special Tax A, penalties, or interest charges outstanding with respect to such Assessor’s Parcel at the time the Special Tax A obligation would be prepaid. The Prepayment Amount for an Assessor’s Parcel eligible for prepayment shall be determined as described below.
An owner of an Assessor’s Parcel intending to prepay the Special Tax A obligation shall provide the City with written notice of intent to prepay, and within five (5) days of receipt of such notice, the City shall notify such owner of the amount of the non-refundable deposit determined to cover the cost to be incurred by Improvement Area No. 11 in calculating the proper amount of a prepayment. Within fifteen (15) days of receipt of such non-refundable deposit, the City shall notify such owner of the prepayment amount of such Assessor’s Parcel.
The Prepayment Amount for each applicable Assessor's Parcel shall be calculated according to the following formula (capitalized terms defined below):
Payoff Amount
plus Administrative Fee
equals Prepayment Amount
As of the date of prepayment, the Prepayment Amount shall be calculated as follows:
1. For an Assessor’s Parcel of Developed Property and Provisional Undeveloped Property, compute the Assigned Annual Special Tax A applicable to the Assessor’s Parcel. For an Assessor’s Parcel of Approved Property, compute the Assigned Annual Special Tax A as though it was already designated as Developed Property based upon the building permit issued or expected to be issued for that Assessor’s Parcel. For an Assessor’s Parcel of Undeveloped Property compute the Assigned Annual Special Tax A as though it was already designated as Developed Property based upon the building permit issued or expected to be issued for that Assessor’s Parcel.
For each Assessor’s Parcel of Developed Property, Approved Property, Undeveloped Property, or Provisional Undeveloped Property to be prepaid, compute the present value of the remaining Annual Assigned Special Tax A payments using a discount rate that is equal to the weighted average interest rate on the Outstanding Bonds and the remaining term of the Outstanding Bonds determined by a Financial Advisor selected by the City. For any prepayment that occurs prior to the first issuance of Bonds, the discount rate used in this calculation shall be 5.5% and the term shall be the period in which the Special Tax A may be levied as provided in Section K less ten years. This is the “Payoff Amount.”
2. For each Assessor’s Parcel of Developed Property, Approved Property, Undeveloped Property, or Provisional Undeveloped Property to be prepaid, divide the Assigned Annual Special Tax A computed pursuant to the first paragraph in paragraph 1 of this Section G for such Assessor's Parcel by the sum of the estimated Assigned Annual Special Tax applicable to all Assessor’s Parcels of Taxable Property at build out, as reasonably determined by the City.
3. Multiply the quotient computed pursuant to paragraph 2 by the Outstanding Bonds. The product shall be the “Bond Redemption Amount”.
4. Multiply the Bond Redemption Amount by the applicable redemption premium, if any, on the Outstanding Bonds to be redeemed with the proceeds of the Bond Redemption Amount. This product is the “Redemption Premium.”
5. Compute the amount needed to pay interest on the Bond Redemption Amount to be redeemed with the proceeds of the Prepayment Amount until the earliest call date for the Outstanding Bonds.
6. Determine the amount of interest earnings to be derived from the reinvestment of the Bond Redemption Amount plus the Redemption Premium in State and Local Government Series Treasury Obligations until the earliest call date for the Outstanding Bonds.
7. Subtract the amount computed pursuant to paragraph 6 from the amount computed pursuant to paragraph 5. This difference is the “Defeasance Cost.”
8. Estimate the administrative fees and expenses associated with the prepayment, including the costs of computation of the Prepayment Amount, the costs of redeeming Bonds, and the costs of recording any notices to evidence the prepayment and the redemption. This amount is the “Administrative Fee.”
9. Calculate the “Reserve Fund Credit” as the lesser of: (a) the expected reduction in the applicable reserve requirements, if any, associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b) the amount derived by subtracting the new reserve requirements in effect after the redemption of Outstanding Bonds as a result of the prepayment from the balance in the applicable reserve funds on the prepayment date. Notwithstanding the foregoing, if the reserve fund requirement is satisfied by a surety bond or other instrument at the time of the prepayment, then no Reserve Fund Credit shall be given. Notwithstanding the foregoing, the Reserve Fund Credit shall in no event be less than zero.
10. The “Amount to Call Bonds” is equal to the sum of the Bond Redemption Amount, the Redemption Premium, and the Defeasance Cost, less the Reserve Fund Credit (the Amount to Call Bonds will be transferred to the debt service fund and used to defease or call bonds).
11. The Prepayment Amount is the sum of the Payoff Amount and the Administrative Fee.
12. From the Prepayment Amount, the Amount to Call Bonds will be transferred to the debt service fund and used to defease or call bonds pursuant to the fiscal agent agreement or escrow agreement; the Administrative Fee will be transferred to the Administrative Fund or functionally equivalent fund or account pursuant to the fiscal agent agreement and used to pay administrative expenses; the remainder will be transferred to the Surplus Taxes Fund or functionally equivalent fund or account pursuant to the fiscal agent agreement.
With respect to the Special Tax A obligation that is prepaid pursuant to this Section G, the City Council shall indicate in the records of Improvement Area No. 11 that there has been a prepayment of the Special Tax A obligation and shall cause a suitable notice to be recorded in compliance with the Act within thirty (30) days of receipt of such prepayment to indicate the prepayment of the Special Tax A obligation and the release of the Special Tax A lien on such Assessor’s Parcel, and the obligation of such Assessor’s Parcel to pay such Special Tax A shall cease.
Notwithstanding the foregoing, no prepayment will be allowed unless the amount of Special Tax A that may be levied on Taxable Property after such full prepayment, net of Administrative Expenses, shall be at least 1.1 times the regularly scheduled annual interest and principal payments on all Outstanding Bonds in each future Fiscal Year.
SECTION H
PARTIAL PREPAYMENT OF ANNUAL SPECIAL TAX A
The Special Tax A obligation of an Assessor's Parcel of Developed Property, Approved Property, Undeveloped Property, or Provisional Undeveloped Property, for which a building permit has been issued or is expected to be issued, as calculated in this Section H below, may be partially prepaid, provided that there are no delinquent Special Tax A, penalties, or interest charges outstanding with respect to such Assessor’s Parcel at the time the Special Tax A obligation would be prepaid.
The Partial Prepayment Amount shall be calculated according to the following formula:
PP = PG x F
The terms above have the following meanings:
PP = the Partial Prepayment Amount.
PG = the Prepayment Amount calculated according to Section G.
F = the percent by which the owner of the Assessor’s Parcel is partially prepaying the Special Tax A obligation.
With respect to any Assessor’s Parcel that is partially prepaid, the City Council shall indicate in the records of Improvement Area No. 11 that there has been a partial prepayment of the Special Tax A obligation and shall cause a suitable notice to be recorded in compliance with the Act within thirty (30) days of receipt of such partial prepayment of the Special Tax A obligation, to indicate the partial prepayment of the Special Tax A obligation and the partial release of the Special Tax A lien on such Assessor’s Parcel, and the obligation of such Assessor’s Parcel to pay such prepaid portion of the Special Tax A shall cease.
Notwithstanding the foregoing, no partial prepayment will be allowed unless the amount of Special Tax A that may be levied on Taxable Property after such partial prepayment, net of Administrative Expenses, shall be at least 1.1 times the regularly scheduled annual interest and principal payments on all currently Outstanding Bonds in each future Fiscal Year.
SECTION I
MAXIMUM SPECIAL TAX B
1. Developed Property
Maximum Special Tax B
The Maximum Special Tax B for each Assessor’s Parcel of Developed Property for each Land Use Type is shown in the Tables below.
On each July 1, commencing July 1, 2025, the Maximum Special Tax for Residential Property for the prior Fiscal Year shall be increased by (i) an amount equal to the percentage change increase in the Consumer Price Index for the twelve month period ending in March of the prior Fiscal Year, not to exceed 7%.
The Maximum Special Tax for Multifamily Residential Property and Non-Residential Property shall not increase.
TABLE 4
MAXIMUM SPECIAL TAX B RATES
FOR DEVELOPED PROPERTY WITHIN ZONE 1
Land Use Type
Building Square Footage
Rate
Residential Property
Less than 2,800
$1,082 per Unit
Residential Property
2,800 – 3,000
$1,125 per Unit
Residential Property
3,001 – 3,200
$1,168 per Unit
Residential Property
Greater than 3,200
$1,200 per Unit
Multifamily Residential Property
N/A
$10,054 per Acre
Non-Residential Property
N/A
$10,054 per Acre
TABLE 5
MAXIMUM SPECIAL TAX B RATES
FOR DEVELOPED PROPERTY WITHIN ZONE 2
Land Use Type
Building Square Footage
Rate
Residential Property
Less than 2,700
$1,071 per Unit
Residential Property
2,700 – 2,900
$1,115 per Unit
Residential Property
2,901 – 3,100
$1,146 per Unit
Residential Property
3,101 – 3,300
$1,195 per Unit
Residential Property
3,301 – 3,500
$1,220 per Unit
Residential Property
3,501 – 3,700
$1,241 per Unit
Residential Property
Greater than 3,700
$1,276 per Unit
Multifamily Residential Property
N/A
$9,334 per Acre
Non-Residential Property
N/A
$9,334 per Acre
2. Approved Property, Undeveloped Property, and Provisional Undeveloped Property No Special Tax B shall be levied on Approved Property, Undeveloped Property, or Provisional Undeveloped Property.
3. Method of Apportionment of the Maximum Special Tax B Commencing with Fiscal Year 2025-26 and for each following Fiscal Year, the City shall levy the Special Tax B at up to 100% of the applicable Maximum Special Tax B, Proportionately on each Assessor’s Parcel of Developed Property until the amount of Special Tax B equals the Special Tax B Requirement.
SECTION J
PREPAYMENT OF ANNUAL SPECIAL TAX B
Special Tax B cannot be prepaid.
SECTION K
TERM OF SPECIAL TAX A AND SPECIAL TAX B
For each Fiscal Year that any Bonds are outstanding the Annual Special Tax A shall be levied on all Assessor’s Parcels subject to the Annual Special Tax A. If any delinquent Annual Special Tax A amounts remain uncollected prior to or after all Bonds are retired, the Annual Special Tax A may be levied to the extent necessary to reimburse Improvement Area No. 11 for uncollected Annual Special Tax A amounts associated with the levy of such Annual Special Tax A amounts, but not later than the 2068-69 Fiscal Year.
Special Tax B shall be levied in perpetuity as long as the Services are being provided.
SECTION L
EXEMPT PROPERTY
The City shall classify as Exempt Property within the applicable Zone, (i) Assessor’s Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by the State of California, Federal or other local governments, including school districts, (ii) Assessor’s Parcels which are used as places of worship and are exempt from ad valorem property taxes because they are owned by a religious organization, (iii) Assessor’s Parcels which are owned by, irrevocably offered for dedication, encumbered by or restricted in use by a homeowners' association, (iv) Assessor’s Parcels with public or utility easements making impractical their utilization for other than the purposes set forth in the easement, (v) Assessor’s Parcels which are privately owned and are encumbered by or restricted solely for public uses or classified as Agricultural Buffer Property, or (vi) other types of public uses determined by the City Council.
Notwithstanding the foregoing, the City Council for purposes of levying the Special Tax A shall not classify an Assessor's Parcel as Exempt Property if such classification would reduce the sum of all Taxable Property within the applicable Zone to less than the Acreage amounts listed in Table 6 below. Assessor's Parcels which cannot be classified as Exempt Property because such classification would reduce the Acreage of all Taxable Property within the applicable Zone to less than the Acreage amounts listed in Table 6 will be classified as Provisional Undeveloped Property, and will be subject to the levy of Special Tax A pursuant to Step Five in Section F.
TABLE 6
MINIMUM TAXABLE ACRES
Zone
Acres
Zone 1
6.68 Zone 2
7.25 SECTION M
APPEALS AND INTERPRETATIONS
Any property owner claiming that the amount or application of the Special Tax A or Special Tax B is not correct may file a written notice of appeal with the City Council not later than twelve months after having paid the first installment of the Special Tax A or Special Tax B that is disputed. A representative(s) of CFD No. 2003-3 shall promptly review the appeal, and if necessary, meet with the property owner, consider written and oral evidence regarding the amount of Special Tax A or Special Tax B, and rule on the appeal. If the representative’s decision requires that the Special Tax A or Special Tax B for an Assessor’s Parcel be modified or changed in favor of the property owner, The representative shall take any of the following actions, in order of priority, to correct the error:
(i) if possible, amend the Special Tax levy on the property owner’s Assessor’s Parcel(s) for the current Fiscal Year, if prior to the payment date, (ii) require the CFD to reimburse the property owner for the amount of the overpayment to the extent of available CFD funds, or (iii) grant a credit against, eliminate, or reduce the future Special Taxes on the property owner’s Assessor’s Parcel(s) in the amount of the overpayment.
The City may interpret this Rate and Method of Apportionment of Special Tax for purposes of clarifying any ambiguity and make determinations relative to the amount of Administrative Expenses.
SECTION N
MANNER OF COLLECTION
The Annual Special Tax A or Annual Special Tax B shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that Improvement Area No. 11 may collect Annual Special Tax A and Annual Special Tax B at a different time or in a different manner if necessary to meet its financial obligations.
APPENDIX D
APPRAISAL
APPENDIX E
GENERAL AND ECONOMIC INFORMATION
REGARDING THE CITY OF CHINO AND THE COUNTY OF SAN BERNARDINO The Bonds are not obligations of the City of Chino (the “City”) or the County of San Bernardino (the “County”) and do not represent a lien or charge against any funds or property of the City or the County. The following information is provided only to give prospective investors an overview of the general economic condition of the City, the County and the State of California (the “State”).
General Information
Incorporated on February 28, 1910, the City of Chino is a general law city and operates under a Council-Manager form of government. The City Council consists of five members, the Mayor and four Councilpersons, elected at large for a four-year term.
The City encompasses approximately 29.58 square miles with a population of approximately 95,206 people as of January 1, 2025. It is located in the westerly end of the County of San Bernardino and is about equidistant from Los Angeles, Santa Ana, and San Bernardino. The community has easy and close access to the interstate and state highway systems, with the latter having three routes, numbers 60, 71, and 83, which basically encircle the City with regional connections to the southern California freeway network. Also, the Ontario International Airport is only 10 miles northeast of the City. It provides numerous passenger and cargo handling services for travel throughout the country. The community is also served by the Santa Fe Railroad.
The City provides protection, building safety regulation and inspection, street lighting, beautification, sanitation, land use planning and zoning, community services, maintenance and improvement of streets and related structures, traffic safety maintenance and improvement and a full range of recreational and cultural programs for citizen participation.
San Bernardino County is located in Southern California and was incorporated in 1853. The County encompasses an area of over 22,000 square miles, making it the geographically largest county in the nation, and includes twenty-four incorporated communities. The County is bordered on the west by Los Angeles County, on the north by Kern and Inyo counties and on the east and south by the County of Riverside. Composed essentially of three topographic regions—valley, mountain and desert—elevation in the County ranges from a high of 11,502 feet above sea level to a low of 181 feet above sea level. The Mojave Desert makes up much of the County, including the Mojave National Preserve in the eastern part of the County. The western part of the county includes the San Bernardino National Forest.
Population
The following table shows the population estimates in the City of Chino, County of San Bernardino and the State of California for years 2021 through 2025.
POPULATION ESTIMATES
City of Chino, County of San Bernardino and State of California 2021-2025
Year
City of Chino
County of San Bernardino
State of California
2021
90,205
2,179,941
39,369,530
2022
92,407
2,183,077
39,179,680
2023
93,282
2,182,351
39,228,444
2024
93,620
2,200,351
39,420,663
2025
95,206
2,207,424
39,529,101
Source: State of California, Department of Finance, E-4 Population Estimates for Cities, Counties, and the State, 2021-2025, with 2020 Census Benchmark. Sacramento, California, May 2025, for 2021-2025.
Personal Income
The following tables show the personal income and per capita personal income for the County, State of California and United States from 2019 through 2023.
PERSONAL INCOME
County of San Bernardino, State of California, and United States 2019-2023
Year
County of
San Bernardino
California
United States
2019
$ 89,202,022
$2,539,747,399
$18,349,584,000
2020
99,009,671
2,769,103,047
19,600,945,000
2021
109,085,530
3,009,556,560
22,077,232,000
2022
106,853,756
3,003,826,087
21,820,248,000
2023
112,402,797
3,166,135,354
23,380,269,000
Note: Dollars in Thousands.
Source: U.S. Department of Commerce, Bureau of Economic Analysis, last updated February 20, 2025. per capita personal income(1)
County of San Bernardino, State of California, and United States 2019-2023
Year
County of
San Bernardino
California
United States
2019
$41,078
$64,219
$55,567
2020
45,347
70,098
59,123
2021
49,741
76,882
64,460
2022
48,683
76,941
66,244
2023
51,194
81,255
69,810
(1) Per capita personal income is the total personal income divided by the total mid-year population estimates of the U.S. Bureau of the Census. All dollar estimates are in current dollars (not adjusted for inflation).
Source: U.S. Department of Commerce, Bureau of Economic Analysis, last updated February 20, 2025.
Employment
The following table summarizes the labor force, employment and unemployment figures for the years 2020 through 2024 for the City, the County, the State and the United States.
CIVILIAN LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT RATE
City of Chino, San Bernardino County, State of California and United States 2020 through 2024(1)
Year and Area
Labor Force
Employment(2)
Unemployment(3)
Unemployment
Rate (%)
2020
City of Chino
43,800
39,800
4,000
9.1%
San Bernardino County
972,900
879,600
93,200
9.6 State of California
18,956,600
17,039,800
1,916,800
10.1 United States
160,742,000
147,795,000
12,947,000
8.1 2021
City of Chino
44,300
41,500
2,800
6.3%
San Bernardino County
989,400
915,500
73,900
7.5 State of California
18,954,600
17,564,900
1,389,700
7.3 United States
161,204,000
152,581,000
8,623,000
5.3 2022
City of Chino
45,700
44,100
1,600
3.5%
San Bernardino County
1,000,100
958,100
42,000
4.2 State of California
19,218,300
18,348,900
820,400
4.3 United States
164,287,000
158,291,000
5,996,000
3.6 2023
City of Chino
46,400
44,600
1,800
3.9%
San Bernardino County
1,014,800
967,900
46,800
4.6 State of California
19,471,000
18,551,800
919,200
4.7 United States
167,116,000
161,037,000
6,080,000
3.6 2024
City of Chino(4)
--
--
--
--
San Bernardino County
1,027,800
975,200
52,600
5.1%
State of California
19,644,100
18,600,900
1,043,100
5.3 United States
168,106,000
161,346,000
6,761,000
4.0 Note: Data is not seasonally adjusted.
(1) Annual averages, unless otherwise specified.
(2) Includes persons involved in labor-management trade disputes. (3) The unemployment rate is computed from unrounded data; therefore, it may differ from rates computed from rounded figures in this table. (4) City data currently not available.
Source: U.S. Department of Labor – Bureau of Labor Statistics, California Employment Development Department. March 2024 Benchmark.
Industry
Residents of the City find employment throughout the Riverside-San Bernardino-Ontario Labor Market Area. This labor market area, as defined for reporting purposes by the California Employment Development Department, has boundaries coterminous with those of Riverside and San Bernardino Counties. The following table sets forth certain employment data for the Riverside - San Bernardino-Ontario Metropolitan Statistical Area and the County for the period from 2020 through 2024.
RIVERSIDE-SAN BERNARDINO-ONTARIO METROPOLITAN STATISTICAL AREA
INDUSTRY EMPLOYMENT & LABOR FORCE - BY ANNUAL AVERAGE
2020
2021
2022
2023
2024
Civilian Labor Force
2,073,400
2,108,400
2,140,500
2,180,300
2,209,100
Civilian Employment
1,868,300
1,951,600
2,049,900
2,078,100
2,093,800
Civilian Unemployment
205,100
156,700
90,700
102,300
115,300
Civilian Unemployment Rate
9.9%
7.4%
4.2%
4.7%
5.2%
Total Farm
14,100
13,700
13,800
13,200
13,700
Total Nonfarm
1,495,800
1,575,100
1,660,200
1,681,000
1,700,400
Total Private
1,247,800
1,333,100
1,410,200
1,420,700
1,430,200
Goods Producing
202,200
207,700
216,300
215,300
212,900
Mining & Logging
1,300
1,400
1,500
1,500
1,600
Construction
104,900
110,100
114,700
115,400
116,200
Manufacturing
96,000
96,100
100,000
98,500
95,200
Service Providing
1,293,700
1,367,400
1,443,900
1,465,700
1,487,500
Trade, Transportation & Utilities
406,900
443,200
464,900
457,900
456,400
Wholesale Trade
65,600
67,400
69,500
68,900
68,600
Retail Trade
168,800
177,000
181,000
183,000
182,600
Transportation, Warehousing & Utilities
172,500
198,800
214,400
206,000
205,200
Information
12,400
12,500
13,000
13,300
13,000
Financial Activities
44,100
45,200
46,000
44,900
44,100
Professional & Business Services
152,100
166,600
173,900
164,400
161,800
Educational & Health Services
248,800
254,300
267,900
287,800
306,000
Leisure & Hospitality
141,300
160,200
180,900
187,600
185,300
Other Services
40,200
43,600
47,400
49,400
50,700
Government
248,000
242,000
250,000
260,200
270,200
Total, All Industries
1,509,900
1,588,800
1,674,000
1,694,100
1,714,100
Note: Does not include proprietors, self-employed, unpaid volunteers or family workers, domestic workers in households and persons involved in labor-management trade disputes. Employment reported by place of work. Items may not add to total due to independent rounding. The “Total, All Industries” data is not directly comparable to the employment data found in this Appendix E.
Source: State of California, Employment Development Department, March 2024 Benchmark.
Largest Employers
The following table sets forth the major employers located in the County:
PRINCIPAL EMPLOYERS
San Bernardino County
Fiscal Year 2024(1)
Rank
Name of Business
Approximate No. of San Bernardino County Employees(2)
1 Loma Linda University Medical Center
10,000+
2 San Bernardino County
10,000+
3 Amazon
10,000+
4 Ontario International Airport
5,000-9,999
5 Dignity Health Community Hospital of San Bernardino
5,000-9,999
6 Burlington Distribution Corp
1,000-4,999
7 California State University San Bernardino
1,000-4,999
8 Environmental Systems Research Institute
1,000-4,999
9 Fedex Ground
1,000-4,999
10 Inland Empire Health Plan
1,000-4,999
Due to the confidentiality of reporting number of employees, ranges have been provided. (2) Data represents estimated number of employees.
Source: San Bernardino County Annual Comprehensive Report for the year ending June 30, 2024.
The following table sets forth the major employers located in the City.
LARGEST EMPLOYERS
City of Chino
Fiscal Year 2024
Employer
Approx. No.
of Employees(1)
Percentage of Total Employment
Chino Valley Unified School District
≥1,000
6.18%
Walmart Fulfillment Center
≥1,000
5.11 FedEx Ground Package Systems Inc. (Flight Avenue)
≥1,000
3.05 California Institution for Men
≥1,000
2.88 California Institution for Women
500-1,000
2.02 Amazon.com Services, Inc. (Merrill Avenue)
500-1,000
1.66 FedEx Ground Package Systems Inc. (Fern Avenue)
500-1,000
1.44 City of Chino
500-1,000
1.29 Chino Valley Medical Center
500-1,000
1.27 KeHe Distributors LLC (former Nature’s Best, Inc.
500-1,000
1.22 Hussman Corporation
500-1,000
1.16 National Distribution Centers
<500
1.05 Berry Global
≤500
0.93 Walmart Store (#3464)
≤500
0.91 Lollicup USA Inc.
≤500
0.77 Canyon Ridge Hospital
≤500
0.77 Mc Kesson Medical Surgical Inc.
≤500
0.77 (1) Due to confidentiality of reporting number of employees, ranges have been provided.
Source: City of Chino Comprehensive Annual Report for the year ending June 30, 2024.
Commercial Activity
A summary of taxable sales within the County and City for years 2020 through 2024 are shown in the following tables.
TAXABLE SALES
San Bernardino County
2020 through 2024
(Dollars in Thousands)
Year
Retail and Food
Permits
Retail and Food
Taxable Transactions
Total Permits
Total Outlets
Taxable
Transactions
2020
44,330
$28,745,277
71,145
$43,265,512
2021
40,801
38,345,912
66,585
55,378,097
2022
41,690
40,048,059
68,480
59,992,846
2023
40,632
38,293,705
67,336
57,933,855
2024
41,239
38,757,465
68,447
58,819,797
Source: Taxable Sales in California, California Department of Tax and Fee Administration, last updated September 11, 2025.
TAXABLE SALES
City of Chino
2020-2024
(Dollars in Thousands)
Year
Retail and Food
Permits
Retail and Food
Taxable Transactions
Total Permits
Total Outlets
Taxable
Transactions
2020
1,777
$ 944,589
3,788
$2,607,348
2021
1,726
1,185,205
3,728
2,783,264
2022
1,753
1,290,625
3,792
3,118,138
2023
1,753
1,331,135
3,783
2,926,304
2024
1,841
1,337,313
3,905
3,129,180
Source: Taxable Sales in California, California Department of Tax and Fee Administration, last updated September 11, 2025.
Building Activity
In addition to annual building permit valuations, the numbers of permits for new dwelling units issued each year from 2020 through 2024 is shown in the table below for the County.
BUILDING PERMIT VALUATIONS
San Bernardino County
2020-2024
2020
2021
2022
2023
2024
Valuation ($000’s)
Residential
$1,139,459
$1,484,898
$1,154,899
$1,296,956
$1,248,442
Non-Residential
1,064,696
1,165,646
2,083,951
1,379,223
1,481,598
Total
$2,204,155
$2,650,544
$3,238,850
2,676,179
2,730,040
Units
Single Family
3,631
4,376
3,701
3,197
2,537
Multiple Family
910
2,636
2,852
2,902
1,335
Total
4,541
7,012
6,553
6,099
3,872
Note: Totals may not add to sum because of rounding.
Source: Construction Industry Research Board.
In addition to annual building permit valuations, the numbers of permits for new dwelling units issued each year from 2020 through 2024 is shown in the table below for the City.
BUILDING PERMIT VALUATIONS
City of Chino
2020-2024
2020
2021
2022
2023
2024
Valuation ($000’s)
Residential
$110,173
$195,657
$192,803
$ 69,955
$0
Non-Residential
291,330
125,450
115,926
198,957
0 Total
$401,503
$321,107
$308,729
268,812
$0
Units
Single Family
448
465
488
150
0 Multiple Family
0 0
154
265
0 Total
448
465
642
415
0 Note: Totals may not add to sum because of rounding.
Source: Construction Industry Research Board.
Recreation and Tourism
The County includes many of southern California’s most popular recreation areas. Not only do the mountain lakes and resorts offer summer swimming, boating, fishing and hiking, but they also provide for snow skiing and other winter sports. The Colorado River provides an all-year recreational area at the County’s eastern boundary.
Transportation
Situated in the midst of the most heavily populated area in California, the County has easy access to excellent roads, rail and air transportation. The San Bernardino Freeway (Interstate 10) provides direct access to downtown Los Angeles and connects with major highways.
Rail and freight service is provided by the Santa Fe Railway and the Southern Pacific Company. Amtrak provides passenger service to Los Angeles to the west. Bus service is provided by Continental Trailways Bus System and Greyhound Bus Lines. The Omnitrans Transit District provides bus service among most County cities. Most interstate common carrier truck lines operating in California serve the County.
APPENDIX F
FORM OF DISTRICT CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the “Disclosure Agreement”) is dated as of December 1, 2025, by and between the Community Facilities District No. 2003-3 of the City of Chino (the “District”) and Webb Municipal Finance, LLC, in its capacity as dissemination agent (the “Dissemination Agent”), in connection with the issuance by the District of its Improvement Area No. 11 2025 Special Tax Bonds in the aggregate principal amount of $__________ (the “2025 Bonds”). The 2025 Bonds are being issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (Section 53311 et seq. of the California Government Code) (the “Act”), and a Fiscal Agent Agreement, dated as of December 1, 2025 (the “Fiscal Agent Agreement”), by and between the District and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”), in order to provide funds to finance the acquisition or construction of certain public improvements to support development within Improvement Area No. 11 of the District (the “Improvement Area”). The District and the Dissemination Agent hereby covenant and agree as follows:
Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the parties hereto for the benefit of the owners and Beneficial Owners of the 2025 Bonds and in order to assist the Participating Underwriter in complying with Rule 15c2-12(b)(5) promulgated under the Securities and Exchange Act of 1934.
Section 2. Definitions. In addition to the definitions set forth in the Fiscal Agent Agreement, which apply to any capitalized terms used in this Disclosure Agreement, 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 District pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. “Annual Report Date” shall mean March 31 in each year, the date that is nine months after the end of the District’s fiscal year, which fiscal year end, as of the date of this Disclosure Agreement, is June 30. “Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income purposes. “Bonds” shall mean the Community Facilities District No. 2003-3 of the City of Chino Improvement Area No. 11 2025 Special Tax Bonds. “City” shall mean the City of Chino, California.
“Dissemination Agent” shall mean Webb Municipal Finance, LLC, or any successor Dissemination Agent designated in writing by the District, which successor must have filed a written acceptance of such designation with the District. “District” shall mean Community Facilities District No. 2003-3 of the City of Chino. “EMMA” shall mean the Electronic Municipal Market Access system of the MSRB. “Improvement Area” shall mean Improvement Area No. 11 of the District. “Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. “MSRB” shall mean the Municipal Securities Rulemaking Board and any successor entity designated under the Rule as the repository for filings made pursuant to the Rule. “Official Statement” shall mean the Official Statement relating to the 2025 Bonds. “Participating Underwriter” shall mean Raymond James & Associates, Incorporated, as original purchaser of the 2025 Bonds. “Rule” shall mean Rule 15c2-12(b)(5), adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “Special Taxes” shall mean an annual special tax to be levied on certain real property within the Improvement Area, which special tax shall secure the payment of debt service on the 2025 Bonds.
Section 3. Provisions of Annual Reports.
(a) The District shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing March 31, 2025, provide to MSRB an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Agreement provided, however, that the first Annual Report shall consist solely of the Official Statement. Not later than 15 business days prior to said date, the District shall provide its Annual Report to the Dissemination Agent, if such Dissemination Agent is a different entity than the District. The Annual Report must be submitted in an electronic format as prescribed by MSRB, accompanied by such identifying information as is prescribed by MSRB, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the District, if any are prepared, may be submitted separately from and later than the balance of the Annual Report if they are not available by the applicable Annual Report Date. If the District’s fiscal year changes, the District shall provide written notice of such change in the same manner as for a Listed Event under Section 5(c). The District shall provide written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished hereunder. The Dissemination Agent may conclusively rely upon such certification of the District and shall have no duty or obligation to review such Annual Report. The Official Statement and the District’s audited financial statements, if any are prepared, will serve as the first Annual Report. (b) If the District is unable to provide MSRB an Annual Report by the date required in subsection (a), the Dissemination Agent in a timely manner shall send a notice to MSRB in substantially the form attached as Exhibit A. Such notice must be submitted in an electronic format as prescribed by MSRB, accompanied by such identifying information as prescribed by MSRB. (c) The Dissemination Agent shall:
1. provide any Annual Report received by it to MSRB by the date required in subsection (a); and
2. file a report with the District certifying that the Annual Report has been provided to MSRB pursuant to this Disclosure Agreement and stating the date it was so provided.
Section 4. Content of Annual Reports. The District’s Annual Report shall contain or incorporate by reference the following:
(a) Financial Statements. The audited financial statements of the District for the most recent fiscal year of the District then ended, when and if available, if any are prepared for the District. If no audited financial statements are prepared for the District, then no financial statements shall be included in the Annual Report. If the audited financial statements are prepared but not available by the time the Annual Report is required to be filed, the Annual Report may be filed without audited financial statements, and the audited financial statements shall be filed in the same manner as the Annual Report if and when they become available. If audited financial statements of the District are prepared, such audited financial statements shall be audited by such auditor as shall then be required or permitted by State law or the Fiscal Agent Agreement. If audited financial statements of the District are prepared, such audited financial statements shall be prepared in accordance with generally accepted accounting principles as prescribed for governmental units by the Governmental Accounting Standards Board; provided, however, that the District may from time to time, if required by federal or state legal requirements, modify the basis upon which its financial statements are prepared. In the event that the District shall modify the basis upon which its financial statements are prepared, the District shall provide a notice of such modification to EMMA, including a reference to the specific federal or State law or regulation specifically describing the legal requirements for the change in accounting basis. (b) Financial and Operating Data. The following information with respect to the 2025 Bonds and the property in the District subject to the levy of Special Taxes:
1. Principal amount of the 2025 Bonds (including principal amount and years of maturity of Bonds, if any, called for redemption in advance of maturity), and any bonds issued to refund the same.
2. Balance in the funds and accounts established under the Fiscal Agent Agreement.
3. A statement as to whether or not the amount on deposit in the Reserve Account of the Special Tax Fund is equal to the Reserve Requirement and, if not, the amount of the delinquency or surplus, as applicable.
4. If any moneys are still on deposit in the Facilities Account of the Improvement Fund, the estimated date of completion of the improvements being financed with the 2025 Bonds proceeds.
5. The amount of delinquent Special Taxes for the most recent fiscal year.
6. Concerning delinquent parcels:
∙ number of parcels in the Improvement Area delinquent in payment of Special Tax, ∙ total of such delinquency and percentage of delinquency in relation to total Special Tax levy, ∙ status of the actions taken by the City or the District related to any foreclosure proceedings upon delinquent properties within the Improvement Area.
7. Identity of any delinquent taxpayer obligated for greater than five percent (5%) of the annual Special Tax levy, plus:
∙ assessed value of applicable properties, and
∙ summary of results of foreclosure sales, if available.
8. Until buildout of the Improvement Area, provide the number of building permits within the Improvement Area.
9. A table in the form of table 4 and reasonably representing the information contained therein, reflecting top property owners responsible for 5% or greater of the annual Special Tax most recently enrolled, the allocation of current outstanding debt for each property owner and the allocable Assigned Special Tax.
10. A table in the form of table 5 and reasonably representing the information contained therein, reflecting the stratification of value-to-lien ratios within the Improvement Area based on the allocation of current outstanding debt for each property and the current assessed value for each property.
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 District, the City, or related public entities that are available to the public on MSRB’s internet website or filed with the Securities and Exchange Commission. The District shall clearly identify each such other document so included by reference.
Section 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the District shall give, or cause the Dissemination Agent to give, notice of the occurrence of any of the following events with respect to the 2025 Bonds in a timely manner not more than ten (10) business days after the event:
1. principal and interest payment delinquencies;
2. unscheduled draws on debt service reserves reflecting financial difficulties;
3. unscheduled draws on credit enhancements reflecting financial difficulties;
4. substitution of credit or liquidity providers, or their failure to perform;
5. adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability or of a Notice of Proposed Issue (IRS Form 5701-TEB);
6. tender offers;
7. defeasances;
8. ratings changes;
9. bankruptcy, insolvency, receivership or similar proceedings; Note: for the purposes of the event identified in subparagraph (9), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person; and
10. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties. (b) Pursuant to the provisions of this Section 5, the District shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the 2025 Bonds, if material:
1. unless described in paragraph 5(a)(5) above, notices or determinations by the Internal Revenue Service with respect to the tax status of the 2025 Bonds or other material events affecting the tax status of the 2025 Bonds;
2. the consummation of a merger, consolidation or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms;
3. appointment of a successor or additional fiscal agent or the change of the name of a fiscal agent;
4. nonpayment related defaults;
5. modifications to the rights of Owners of the 2025 Bonds;
6. notices of redemption;
7. release, substitution or sale of property securing repayment of the 2025 Bonds; and
8. incurrence of a financial obligation of the obligated person, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which reflect financial difficulties. (c) Upon the occurrence of a Listed Event under Section 5(b) above, the District shall as soon as possible determine if such event would be material under applicable federal securities laws. (d) If the District determines that knowledge of the occurrence of a Listed Event under Section 5(b) would be material under applicable federal securities laws, the District shall file a notice of such occurrence with MSRB in a timely manner not more than 10 business days after the event. (e) The District hereby agrees that the undertaking set forth in this Disclosure Agreement is the responsibility of the District and that the Dissemination Agent shall not be responsible for determining whether the District’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule. (f) For purposes of the events identified in subparagraphs (a)(10) and (b)(8) under this Section 5, the term “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule and a continuing disclosure undertaking has been entered into.
Section 6. Termination of Reporting Obligation. The obligations of the District and the Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption, or payment in full of all of the 2025 Bonds. If such termination occurs prior to the final maturity of the 2025 Bonds, the District shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).
Section 7. Dissemination Agent. The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing 30 days written notice to the District. The Dissemination Agent shall not be responsible for the content of any report or notice prepared by the District. The Dissemination Agent shall have no duty to prepare any information report nor shall the Dissemination Agent be responsible for filing any report not provided to it by the District in a timely manner and in a form suitable for filing. If at any time there is no designated Dissemination Agent, the District shall act as the Dissemination Agent.
Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the District and the Dissemination Agent may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived; provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to annual or event information to be provided hereunder, it may only be made in connection with a change in circumstances that arises from a change in legal (including regulatory) requirements, a change in law (including rules or regulations) or interpretations thereof, or a change in the identity, nature, or status of the District or the type of business conducted thereby; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel have complied with the requirements of the Rule at the time of the primary offering of the 2025 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver (i) is approved by owners of the 2025 Bonds in the manner provided in the Fiscal Agent Agreement for amendments to such Fiscal Agent Agreement with the consent of owners of the 2025 Bonds, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interest of the owners of the 2025 Bonds.
If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the annual financial information containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.
If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the District to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the MSRB.
Section 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the District from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement 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 Agreement. If the District 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 Agreement, the District shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.
The District acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, as amended may apply to the District, and that under some circumstances compliance with this Disclosure Agreement, without additional disclosures or other action, may not fully discharge all duties and obligations of the District under such laws.
Section 10. Default. In the event of a failure of the District to comply with any provisions of this Disclosure Agreement any owner of a Bond, the Participating Underwriter, or the Fiscal Agent may (but in no event is obligated to or has a duty to) take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the District to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed a default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the District or the Dissemination Agent to comply with this Disclosure Agreement 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 Agreement, and the District agrees to indemnify and save the Dissemination Agent and its officers, directors, employees and agents, harmless against any loss, expense, cost, suit, claim, judgment, damages and liabilities that it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys’ fees and expenses) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the District under this section shall survive resignation or removal of the Dissemination Agent and payment of all of the 2025 Bonds. The Dissemination Agent shall not be responsible in any manner for the format or content of any notice or Annual Report prepared by the District pursuant to this Disclosure Agreement. The District shall pay the reasonable fees and expenses of the Dissemination Agent for its duties hereunder.
Section 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City, the District, the Dissemination Agent, the Fiscal Agent, the Participating Underwriter, and the owners from time to time of the 2025 Bonds, and shall create no rights in any other person or entity.
Section 13. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.
Section 14. Future Determination of Obligated Persons. In the event the Securities Exchange Commission amends, clarifies or supplements the Rule in such a manner that requires any landowner within the Improvement Area to be an obligated person as defined in the Rule, nothing contained herein shall be construed to require the District to meet the continuing disclosure requirements of the Rule with respect to such obligated person and nothing in this Disclosure Agreement shall be deemed to obligate the District to disclose information concerning any owner of land within the Improvement Area except as required as part of the information required to be disclosed by the District pursuant to Section 4 and Section 5 hereof. The validity, interpretation and performance of this Disclosure Agreement shall be governed by the laws of the State of California.
Section 15. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof.
Section 16. Merger. Any person succeeding to all or substantially all of the Dissemination Agent’s corporate trust business shall be the successor Dissemination Agent without the filing of any paper or any further act.
Section 17. Governing Law. This Disclosure Agreement shall be governed under the laws of the state of California.
Dated as of: December 1, 2025
COMMUNITY FACILITIES DISTRICT NO. 2003-3 OF THE CITY OF CHINO By:
Authorized Signatory
WEBB MUNICIPAL FINANCE, LLC
as Dissemination Agent
By:
Authorized Signatory
EXHIBIT A TO CONTINUING DISCLOSURE AGREEMENT
NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Community Facilities District No. 2003-3 of the City of Chino Name of Bond Issue: $__________ Community Facilities District No. 2003-3 of the City of Chino, Improvement Area No. 11 2025 Special Tax Bonds NOTICE IS HEREBY GIVEN that Community Facilities District No. 2003-3 of the City of Chino (the “District”) has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Agreement, dated as of December 1, 2025. The District anticipates that the Annual Report will be filed by __________.
Dated: ____________
COMMUNITY FACILITIES DISTRICT NO. 2003-3 OF THE CITY OF CHINO By:
Authorized Signatory
APPENDIX G
BOOK-ENTRY ONLY SYSTEM
The information concerning DTC set forth below has been supplied by The Depository Trust Company (“DTC”), and neither the City nor the District assumes any responsibility for the accuracy thereof. Neither the City nor the District shall have any responsibility or liability for any aspects of the records maintained by DTC relating to the payments made on account of beneficial ownership, or for maintaining, supervision, or reviewing any records maintained by DTC relating to beneficial ownership, of interests in the Bonds.
DTC will act as securities depository for the Bonds. The Bonds will be issued as fully registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as my be requested by an authorized representative of DTC. One fully registered Bond certificate will be issued for each maturity of the Bonds, each in a principal amount of such maturity, and will be deposited with DTC. The following description of DTC and its book-entry system has been provided by DTC and has not been verified for accuracy or completeness by the City or the District, and neither the City nor the District shall have any liability with respect thereto. Neither the City nor the District shall have any responsibility or liability for any aspects of the records maintained by DTC relating to or payments made on account of beneficial ownership, or for maintaining, supervising, or reviewing any records maintained by DTC relating to beneficial ownership, of interests in the Bonds.
DTC, the world’s largest securities 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 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 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-U.S. 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 is the holding company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. 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 rating of AA+. 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. The foregoing internet address is included for reference only and the information on the internet site is not a part of this Official Statement or incorporated by reference into the Official Statement. No representation is made in this Official Statement as to the accuracy or adequacy of the information included in such internet site.
Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written 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.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other 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 Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. 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 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 MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City or the District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest with respect to 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 the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC or its nominee, the Fiscal Agent, the City, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the 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, the District, or the Fiscal Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered. The City or the District may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC.
THE INFORMATION IN THIS SECTION CONCERNING DTC AND DTC’S BOOK-ENTRY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY AND THE DISTRICT EACH BELIEVES TO BE RELIABLE, BUT NEITHER THE CITY NOR THE DISTRICT TAKES ANY RESPONSIBILITY FOR THE ACCURACY THEREOF. NEITHER THE CITY NOR THE DISTRICT GIVES ANY ASSURANCES THAT DTC WILL DISTRIBUTE PAYMENTS TO DTC PARTICIPANTS OR THAT PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS WITH RESPECT TO THE BONDS RECEIVED BY DTC OR ITS NOMINEES AS THE REGISTERED OWNER, ANY REDEMPTION NOTICES, OR OTHER NOTICES TO THE BENEFICIAL OWNERS, OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT.
APPENDIX H
BOUNDARY MAP OF COMMUNITY FACILITIES DISTRICT NO. 2003-3
APPENDIX I
FORM OF MERCHANT BUILDER CONTINUING DISCLOSURE CERTIFICATE This Merchant Builder Continuing Disclosure Certificate (this “Disclosure Certificate”), dated as of ___________, 2025, is executed by ____________ (the “Builder”), in connection with the issuance of Community Facilities District No. 2003-3 of the City of Chino Improvement Area No. 11 2025 Special Tax Bonds (the “Bonds”). The Bonds are being issued pursuant to a Fiscal Agent Agreement, dated as of December 1, 2025 ( the “Fiscal Agent Agreement”), by and between Community Facilities District No. 2003-3 of the City of Chino (the “District”) and The Bank of New York Mellon Trust Company, N.A., as fiscal agent (the “Fiscal Agent”). The Builder covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Builder for the benefit of the Participating Underwriter (as defined below) and the holders and Beneficial Owners of the Bonds.
Section 2. Definitions. In addition to the definitions set forth above and in the Fiscal Agent Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Disclosure Certificate, the following capitalized terms shall have the following meanings:
“Assumption Agreement” means an undertaking of a Major Owner or a Relevant Entity thereof, for the benefit of the holders and Beneficial Owners of the Bonds, containing terms substantially similar to this Disclosure Certificate (as modified for such Major Owner’s development and financing plans with respect to the property of the Major Owner within Improvement Area No. 11), whereby such Major Owner or Relevant Entity agrees to provide semi-annual reports and notices of significant events, setting forth the information described in Sections 4 and 5 hereof, respectively, with respect to the portion of the property in the Improvement Area No. 11 owned by such Major Owner and its Relevant Entities. “Beneficial Owner” shall mean any Person, which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including Persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. “Builder Information” means the information in the Official Statement regarding the Builder and the development of the property it owns in Improvement Area No. 11 under the captions “PROPERTY OWNERSHIP AND THE DEVELOPMENT — The Merchant Builders — Century” and “PROPERTY OWNERSHIP AND THE DEVELOPMENT — The Development Plans — Century’s Development and Financing Plan.” “City” means the City of Chino, California.
“Dissemination Agent” means the Builder, or any successor Dissemination Agent designated in writing by the Builder, with the written consent of the District, and which has filed with the Builder, the District and the Participating Underwriter a written acceptance of such designation, and which is experienced in providing dissemination agent services such as those required under this Disclosure Certificate. “EMMA System” shall mean the Electronic Municipal Market Access System of the MSRB or such other electronic system designated by the MSRB (as defined below) or the Securities and Exchange Commission. “Improvement Area No. 11” means Improvement Area No. 11 of the District. “Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate. “Major Owner” means, as of any date of determination, an owner (including all Relevant Entities of such owner) of taxable parcels in Improvement Area No. 11 that (i) owns 30 or more residential lots (or property intended to be developed with 30 or more residential units) subject to the Special Tax. “MSRB” means the Municipal Securities Rulemaking Board. “Official Statement” means the final official statement, dated ________________, 2025, executed by the District in connection with the issuance of the Bonds. “Participating Underwriter” means Raymond James & Associates, Inc., the original underwriter of the Bonds. “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. “Property” means, as of the date of determination (i) the property owned by the Builder or a Relevant Entity in Improvement Area No. 11 and subject to the Special Taxes and (ii) the property in Improvement Area No. 11 that the Builder or Relevant Entity sold to a Major Owner who has not assumed the undertakings of this Disclosure Certificate under Section 7(b) that is owned by such Major Owner. “Relevant Entity” means, with respect to the Builder, any other Person (i) directly, or indirectly through one or more intermediaries, is controlling, controlled by or under common control with such Person, and (ii) for whom information, including financial information or operating data, concerning such Person referenced in clause (i) is material to an evaluation of Improvement Area No. 11 and the Bonds (i.e., information relevant to (a) the Builder’s development plans with respect to its Property and the payment of its Special Taxes on the Property, or (b) such Person’s assets or funds that would materially affect the Builder’s ability to develop its Property as described in this Official Statement or to pay its Special Taxes on the Property). For purposes hereof, the term “control” (including the terms “controlling,” “controlled by” or “under common control with”) means the present possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. “Report Date” means (a) June 1 of each year, and (b) December 1 of each year. “Semi-Annual Report” means any Semi-Annual Report provided by the Builder pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Special Taxes” means the special taxes levied on the Property within Improvement Area No. 11. “State” shall mean the State of California.
Section 3. Provision of Semi-Annual Reports.
(a) Until the obligations under this Disclosure Certificate are terminated pursuant to Section 7, the Builder shall, or, upon written direction of the Builder, the Dissemination Agent shall, not later than the Report Date, commencing December 1, 2026, provide to the MSRB through the EMMA System, in an electronic format and accompanied by identifying information as prescribed by the MSRB, a Semi-Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate with a copy to the Participating Underwriter and the District. If, in any year, February 1 or August 1 falls on a Saturday, Sunday or a holiday, such deadline shall be extended to the next following day that is not a Saturday, Sunday, or holiday. If the Builder utilizes the Dissemination Agent to file the Semi-Annual Report, then not later than 15 calendar days prior to the Report Date, the Builder shall provide the Semi-Annual Report to the Dissemination Agent (if different from the Builder), and shall provide a written certification with (or included as a part of) each Semi-Annual Report furnished to the Dissemination Agent, the Participating Underwriter, and the District to the effect that such Semi-Annual Report constitutes the Semi-Annual Report required to be furnished by it under this Disclosure Certificate. The Dissemination Agent, the Participating Underwriter and the District may conclusively rely upon such certification of the Builder and shall have no duty or obligation to review the Semi-Annual Report. The Semi-Annual Report may be submitted as a single document or as separate documents comprising a package and may incorporate by reference other information as provided in Section 4 of this Disclosure Certificate. (b) If the Dissemination Agent (if different from the Builder) does not receive a Semi-Annual Report from the Builder and cannot verify that a Semi-Annual Report has been filed with the MSRB through the EMMA System by 15 calendar days prior to the Report Date, the Dissemination Agent shall send a reminder notice to the Builder that the Semi-Annual Report has not been provided as required under Section 3(a) above. The reminder notice shall instruct the Builder to determine whether its obligations under this Disclosure Certificate have terminated (pursuant to Section 7 below) and, if so, to provide the Dissemination Agent with a notice of such termination in the same manner as for a Listed Event (pursuant to Section 5 below). If the Builder does not provide, or cause the Dissemination Agent to provide, a Semi-Annual Report to the MSRB through the EMMA System by the Report Date as required in subsection (a) above, the Dissemination Agent shall, in a timely manner, provide to the MSRB through the EMMA System, in an electronic format as prescribed by the MSRB, a notice in substantially the form attached as Exhibit A, with a copy to the Participating Underwriter and the District. (c) The Dissemination Agent shall:
(i) determine prior to each Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of continuing disclosure reports; and (ii) to the extent the Semi-Annual Report has been furnished to it, file a report with the Builder (if the Dissemination Agent is other than the Builder), the Participating Underwriter and the District certifying that the Semi-Annual Report has been provided to the MSRB through the EMMA System pursuant to this Disclosure Certificate, and stating the date it was provided.
Section 4. Content of Semi-Annual Reports. Each Semi-Annual Report shall contain or incorporate by reference the information set forth in Exhibit B, any or all of which may be included by specific reference to other documents, including official statements of debt issues of the Builder or public entities, which are available to the public on the EMMA System or filed with the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. the Builder shall clearly identify each such other document so included by reference.
In addition to any of the information expressly required to be provided in Exhibit B, each Semi-Annual Report shall include such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.
Section 5. Reporting of Significant Events.
(a) Until the obligations under this Disclosure Certificate are terminated pursuant to Section 7, the Builder shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to itself or the Property, if material:
(i) bankruptcy or insolvency proceedings commenced by or against the Builder and, if known, any bankruptcy or insolvency proceedings commenced by or against any Relevant Entity of the Builder that owns property subject to the Special Taxes that in the reasonable judgment of the Builder could have a material adverse impact on the Builder’s ability to pay its Special Taxes prior to delinquency or to sell or develop the Property as described in the Official Statement or most recent Semi-Annual Report; (ii) failure to pay any taxes, special taxes (including the Special Taxes) or assessments prior to delinquency with respect to the Property prior to the delinquency date, to the extent such failure is not promptly cured by the Builder or a Relevant Entity upon discovery thereof; (iii) filing of a lawsuit against the Builder or if known, a Relevant Entity of the Builder, seeking damages which, if successful could have, or a final judgment in a lawsuit against the Builder or if known, a Relevant Entity which has, a material and adverse impact on the Builder’s (or a Relevant Entity’s, if the Relevant Entity owns property within Improvement Area No. 11) ability to pay Special Taxes prior to delinquency or to sell or develop the Property as described in the Official Statement or most recent Semi-Annual Report; (iv) any conveyance by the Builder or a Relevant Entity of any of the Property to an entity that is not a Relevant Entity of the Builder, the result of which conveyance is to cause the transferee to become a Major Owner and the related assumption of any obligation by a Major Owner pursuant to Section 7; (v) material damage to or destruction of any of the improvements on the Property; and (vi) any payment default or other material default by the Builder that continues to exist beyond any applicable notice and cure periods on any loan or line of credit with respect to the construction of improvements on the Property that would have a material adverse effect on the Builder’ most recently disclosed development plan or financing with respect to the Property, or the ability of the Builder or any Relevant Entity to pay its Special Taxes prior to delinquency. (b) If a Listed Event occurs, the Builder shall in a timely manner not in excess of 10 business days after obtaining knowledge of the Listed Event determine if such event would be material under applicable Federal securities law. (c) If the Builder determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the Builder shall, or shall cause the Dissemination Agent to, file in a timely manner not in excess of 10 business days after obtaining knowledge of the Listed Event of the occurrence of such Listed Event, a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, with a copy to the Participating Underwriter and the District.
Section 6. Identifying Information for Filings with the MSRB; Format for Filings with the MSRB. All documents provided to the MSRB under this Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB. Any report or filing with the MSRB pursuant to this Disclosure Certificate must be submitted in electronic format, accompanied by such identifying information as is prescribed by the MSRB.
Section 7. Duration of Reporting Obligation.
(a) All of the Builder’s obligations hereunder shall commence on the date hereof and shall terminate (except as provided in Section 12) on the earliest to occur of the following:
(i) upon the legal defeasance, prior redemption or payment in full of all the Bonds, (ii) the date on which all of the Special Taxes attributable to the Property have been paid or prepaid in full; (iii) at such time as (A) the Property is no longer owned by a Major Owner and (B) the Builder no longer has any obligations under this Disclosure Certificate with respect to any Major Owner as a result of such obligations having been assumed under one or more Assumption Agreements entered into pursuant to Section 7(b) below; or (iv) the date on which the Builder and all Relevant Entities of the Builder, collectively, have conveyed to homebuyers at least 120 of the residential units planned to be constructed by the Builder in Improvement Area No. 11 subject to the Special Tax.
The Builder shall give notice of the termination of its obligations under this Disclosure Certificate in the same manner as for a Listed Event under Section 5. (b) If a portion of the Property is conveyed to a Person that, upon such conveyance, will be a Major Owner, the obligations of the Builder hereunder with respect to the Property conveyed to such Major Owner may be assumed by such Major Owner or by a Relevant Entity thereof, and if so assumed the Builder’s obligations hereunder with respect to that portion of the Property conveyed will be terminated. In order to effect such an assumption, such Major Owner or a Relevant Entity shall enter into an Assumption Agreement in form and substance equivalent to this Disclosure Certificate. or as otherwise satisfactory to the City and Participating Underwriter. However, a Major Owner shall not be required to enter into an Assumption Agreement if such Major Owner is already a party to a continuing disclosure certificate in form and substance similar to this Disclosure Certificate with respect to the Bonds, and under which the property conveyed to such Major Owner will become subject to future Semi-Annual Reports. If not so assumed, the Builder shall use commercially reasonable efforts to report the information, as applicable to the transferee, required herein so long as the transferee is a Major Owner.
Section 8. Dissemination Agent. the Builder may, from time to time, with the written consent of the District, appoint or engage a Dissemination Agent to assist the Builder in carrying out its obligations under this Disclosure Certificate and may discharge any such Dissemination Agent, without cause, with the written consent of the District, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be the Builder.
The Dissemination Agent may resign by providing thirty days’ written notice to the District, the Builder, and the Participating Underwriter. The Dissemination Agent shall not be responsible for the content of any report or notice prepared by the Builder. The Dissemination Agent shall have no duty to prepare any information report nor shall the Dissemination Agent be responsible for filing any report not provided to it by the Builder in a timely manner and in a form suitable for filing.
Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Builder may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied (provided, however, that the Dissemination Agent shall not be obligated under any such amendment that modifies or increases its duties or obligations hereunder without its written consent thereto):
(a) if the amendment or waiver relates to the provisions of sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, or a change in law; and (b) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the same manner as provided in the Fiscal Agent Agreement for amendments to the Fiscal Agent Agreement with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or Beneficial Owners of the Bonds.
Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Builder from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Semi-Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Builder chooses to include any information in any Semi-Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Builder shall have no obligation under this Disclosure Certificate to update such information or include it in any future Semi-Annual Report or notice of occurrence of a Listed Event.
Section 11. Default. In the event of a failure of the Builder to comply with any provision of this Disclosure Certificate, the District and the Participating Underwriter and any holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Builder or Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event of default under the Fiscal Agent Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the Builder or the Dissemination Agent to comply with this Disclosure Certificate shall be an action to compel performance. Neither the Builder nor the Dissemination Agent shall have any liability to the owners of the Bonds or any other party for monetary damages or financial liability of any kind whatsoever relating to or arising from this Disclosure Certificate.
Section 12. 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 Builder agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents (each an “Indemnified Party”), harmless against any loss, expense and liabilities which it may incur arising out of or in the reasonable exercise or performance of its powers and duties hereunder, including the reasonable costs and expenses (including attorneys’ fees) of defending against any claim of liability, but excluding any loss, expense and liabilities due to the Indemnified Party’s negligence or willful misconduct or failure to perform its duties hereunder. The Dissemination Agent (if other than the Builder) shall be paid compensation for its services provided hereunder from the Administrative Expense Fund established under the Fiscal Agent Agreement in accordance with the Dissemination Agent’s schedule of fees as amended from time to time, which schedule, as amended, shall be reasonably acceptable, and all reasonable expenses, reasonable legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. The Dissemination Agent shall have no duty or obligation to review any information provided to it hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Builder, the Participating Underwriter, the Beneficial Owners, or any other party. The obligations of the Builder under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
Section 13. Notices. Any notice or communications to be among any of the parties to this Disclosure Certificate may be given by electronic mail, regular mail, or overnight mail as follows:
To the District: Community Facilities District No. 2003-3 of the City of Chino
P.O. Box 667
Chino, CA 91710
Attention: Director or Finance
[email protected]
If by personal delivery:
City of Chino
13220 Central Avenue
Chino, CA 91710
Attention: Director of Finance
To the Participating Underwriter: Raymond James & Associates, Inc. 39 East Union Street
Pasadena, CA 91103
Attention: Public Finance
[email protected]
To Century: ____________
____________
____________
Attention: ____________
Email: ____________
Any Person may, by written notice to the other Persons listed above, designate a different address or email address to which subsequent notices or communications should be sent.
Section 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the District, the Builder, the Dissemination Agent, the Participating Underwriter and holders and Beneficial Owners from time to time of the Bonds and shall create no rights in any other Person or entity. All obligations of the Builder hereunder shall be assumed by any legal successor to the obligations of the Builder as a result of a sale, merger, consolidation or other reorganization. [Remainder of Page Intentionally Left Blank; Signature Page Follows]
IN WITNESS WHEREOF, the Builder has executed this Disclosure Certificate as of the date first above written. _____________
By:
Name:
Title:
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Community Facilities District No. 2003-3 of the City of Chino (the “District”) Name of Bond Issue: $__________ Community Facilities District No. 2003-3 of the Improvement Area No. 11 2025 Special Tax Bonds Date of Issuance: ___________, 2025
NOTICE IS HEREBY GIVEN that Century Communities of California, LLC (the “Major Owner”) has not provided a Semi-Annual Report with respect to the above-named Bonds as required by the Century Continuing Disclosure Certificate, dated ___________, 2025. The Major Owner anticipates that the Semi-Annual Report will be filed by .
Dated:
DISSEMINATION AGENT:
By:
Its:
cc: Century Communities of California, LLC
EXHIBIT B
SEMI-ANNUAL REPORT
[June 1/December 1]
$__________
COMMUNITY FACILITIES DISTRICT NO 2003-3
OF THE CITY OF CHINO
IMPROVEMENT AREA NO. 11
2025 Special Tax Bonds
This Semi-Annual Report is hereby submitted under Section 4 of the Merchant Builder Continuing Disclosure Certificate (the “Disclosure Certificate”), dated ___________, 2025, executed by the undersigned (the “Builder”) in connection with the issuance of the above-captioned bonds by Community Facilities District No. 2003-3 of the City of Chino (the “District”).
Capitalized terms used in this Semi-Annual Report but not otherwise defined have the meanings given to them in the Disclosure Certificate.
I. Property Ownership and Development
The information in this section is provided as of __________, 20__ (this date must be not more than 60 days before the Report Date).
A. Property currently owned by the Builder in Improvement Area No. 11 (the “Property”):
Development name(s):
Number of lots (or anticipated single family residences):
B. Updated information regarding land development and home construction activities with regard to the Property described in the Official Statement for the Bonds under the caption “OWNERSHIP AND THE DEVELOPMENT—The Development Plans—Century’s Development and Financing Plan” or the Semi-Annual Report last filed in accordance with the Disclosure Certificate.
C. Status of building permits and any material changes to the description of land use or development entitlements with regard to the Property described in the Official Statement for the Bonds under the caption “OWNERSHIP AND THE DEVELOPMENT—The Development Plans—Century’s Development and Financing Plan” or the Semi-Annual Report last filed in accordance with the Disclosure Certificate.
D. A statement as to whether or not the Builder and all of its Relevant Entities paid, prior to their becoming delinquent, all Special Taxes levied on the Property and if such Builder or any of such Relevant Entities is delinquent in the payment of such Special Taxes, a statement identifying each entity that is so delinquent, specifying the amount of each such delinquency and describing any plans to resolve such delinquency.
II. Legal and Financial Status of Builder
Unless such information has previously been included or incorporated by reference in a Semi-Annual Report, describe any material change in the legal structure of the Builder or the financial condition and financing plan of the Builder that would materially and adversely interfere with its ability to complete its development plan with regard to the Property described in the Official Statement.
III. Change in Development or Financing Plans
Unless such information has previously been included or incorporated by reference in a Semi-Annual Report, describe any development plans or financing plans relating to the Property that are materially different from the proposed development and financing plan described in the Official Statement.
IV. Official Statement Updates
Unless such information has previously been included or incorporated by reference in a Semi-Annual Report, describe any other significant changes in the information relating to the Builder, the Property contained in the Official Statement under the captions “OWNERSHIP AND THE DEVELOPMENT—The Development Plans—Century’s Development and Financing Plan” that would materially and adversely interfere with the Builder’s ability to develop and sell the Property as described in the Official Statement.
V. Other Material Information
In addition to any of the information expressly required above, provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.
Certification
The undersigned hereby certifies that this Semi-Annual Report constitutes the Semi-Annual Report required to be furnished by the Builder under the Disclosure Certificate.
ANY OTHER STATEMENTS REGARDING THE BUILDER, THE DEVELOPMENT OF THE PROPERTY, THE BUILDER’S FINANCING PLAN OR FINANCIAL CONDITION, OR THE BONDS, OTHER THAN STATEMENTS MADE BY THE BUILDER IN AN OFFICIAL RELEASE, OR FILED WITH THE MUNICIPAL SECURITIES RULEMAKING BOARD, ARE NOT AUTHORIZED BY THE BUILDER. THE BUILDER IS NOT RESPONSIBLE FOR THE ACCURACY, COMPLETENESS OR FAIRNESS OF ANY SUCH UNAUTHORIZED STATEMENTS.
THE BUILDER HAS NO OBLIGATION TO UPDATE THIS SEMI-ANNUAL REPORT OTHER THAN AS EXPRESSLY PROVIDED IN THE DISCLOSURE CERTIFICATE.
Dated: CENTURY COMMUNITIES OF CALIFORNIA, LLC, a Delaware limited liability company By: ______________________________
Name: ____________________________
Title: _____________________________
4938-0636-0692v7/022141-0060
14 4938-0636-0692v7/022141-0060
1 4938-0636-0692v7/022141-0060
15 4938-0636-0692v7/022141-0060
22 4938-0636-0692v7/022141-0060
16 4938-0636-0692v7/022141-0060
23 4938-0636-0692v7/022141-0060
27 4938-0636-0692v7/022141-0060
24 4938-0636-0692v7/022141-0060
37 4938-0636-0692v7/022141-0060
4938-0636-0692v7/022141-0060
27 4938-0636-0692v7/022141-0060
36 4938-0636-0692v7/022141-0060
55 4938-0636-0692v7/022141-0060
25 4938-0636-0692v7/022141-0060
A-36
4938-0636-0692v7/022141-0060
A-1
4938-0636-0692v7/022141-0060
B-3
4938-0636-0692v7/022141-0060
B-1
4938-0636-0692v7/022141-0060
C-13
4938-0636-0692v7/022141-0060
C-1
4938-0636-0692v7/022141-0060
4938-0636-0692v7/022141-0060
D-1
4938-0636-0692v7/022141-0060
E-8
4938-0636-0692v7/022141-0060
E-1
4938-0636-0692v7/022141-0060
F-9
4938-0636-0692v7/022141-0060
F-1
4938-0636-0692v7/022141-0060
G-2
4938-0636-0692v7/022141-0060
G-1
4938-0636-0692v7/022141-0060
H-1
4938-0636-0692v7/022141-0060
I-11
4938-0636-0692v7/022141-0060
J-1
4938-0636-0692v4/022141-0060
4938-0636-0692v7/022141-0060
4938-0636-0692v7/022141-0060
4938-0636-0692v7/022141-0060
ii
4938-0636-0692v7/022141-0060
i
4938-0636-0692v7/022141-0060
4938-0636-0692v7/022141-0060
* Preliminary, subject to change.
* Preliminary, subject to change.
* Preliminary, subject to change.
Stradling Yocca Carlson & Rauth
Draft dated November 5, 2025
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