NEW ISSUE-FULL BOOK-ENTRY RATING: Moody's: Aaa (Insured) Standard & Poor's: AAA (Insured) Fitch, Inc.: AAA (Insured) (See "Ratings" and "BOND INSURANCE" herein) In the opm1on of Omck, Herrington & Sutc/1ffe !J.P. San Franusco, California, Bond Counsel, ha.,ed upon an analystJ of ex 1st mg law 1. regulatums. ruhngs and court decwons and assummg, among orher matter\ complwnce wuh certam coi1enants, mterest on the Bonds is excluded.from gro\S mcome for federal mcome tat purpo.,e., under .\'ectwn 103 of the Internal Revenue Code of J986, and t.\· exempt from State of Californ,a personal mcome taxes. In the farther opmum (l Hond ( ·ounst!I, mtere.,t on the Bond\· 1.\ not a .\peufic preference Hem for purposes of the federal md1vtdual or corporate alternatn•e m1mmum taxes. although Bond Counsel observes that II /.\ me luded m ad;us1ed current earn mg, m ca/cu lat mg corporate altemat1ve mrmmum tarable mcome Bond Counsel expres.~e.\ no opmwn regardmg other federal or stale tax consequences caused h_v the ownership or d1sposttum (?/, or accroal or receipt of mterest on. the Bonds. See "JAX MAlTERS" herein. The Authrmty has designated the Bond,· as "bank qualified" under Section 265fhJ(3; of the Internal Revenue Code of 19fi6, as amended See "BANK (!UAU1·1EIJ" herein. $8,910,000 MARIN COUNTY OPEN SPACE FINANCING AUTHORITY SERIES 2002 REVENUE BONDS (BANK QUALIFIED) Dated: Date of Delivery Due: September 15, as shown below The $8,910,000 Marin County Open Space Financing Authority, Series 2002 Revenue Bonds (the "Bonds") are being issued by the Marin County Open Space Financing Authority (the "Authority") pursuant to a Trust Agreement dated as of May I. 2002 (the 'Trust Agreement") among the Authority, the Marin County Open Space District (the "District") and BNY Western Trust Company, as trustee (the "Trustee") and will be secured as described herein. The Bonds are being issued to purchase three Series of bonds (the "Local Obligations," as described herein under the caption "THE REFUNDING PLAN'') One Series of the Local Obligations are being issued by the District pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds for the purpose of refunding two series of limited obligation improvement bonds of the District issued with respect to certain property within Marin County (the ··county") and the other two Series are being issued by the District pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, for the purpose of refunding two series of special tax bonds of the District secured by special taxes to be levied against certain property within the District. The Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ("OTC"), and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by OTC. Ultimate purchasers of Bonds will not receive physical certificates representing their interest in the Bonds. So long as the Bonds are registered in the name of Cede & Co, as nominee of OTC, references herein to the owners shall mean Cede & Co., and shall not mean the ultimate purchasers of the Bonds. Interest on the Bonds will be payable at the rates set forth on the inside cover hereof on September 15 and March 15 of each year, commencing September 15, 2002. Payments of the principal of, premium, if any, and interest on the Bonds will be made directly to OTC, or its nominee, Cede & Co., by the Trustee, so long as OTC or Cede & Co. is the registered owner of the Bonds. Disbursements of such payments to DTC's Participants is the responsibility of OTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC's Participants and Indirect Participants, as more fully described herein See 'THE BONDS-Book-Entry System". The Bonds will mature on September I 5 in the years and in the amounts as shown on the Maturity Schedule set forth below. The Bonds are subject to redemption prior to maturity as set forth herein. (See ·'THE BONDS-Redemption" herein ) The Bonds are special obligations of the Authority. The Bonds are payable solely from Revenues of the Authority pledged under the Trust Agreement, consisting primarily of payments received by the Authority as payment on the Local Obligations, which payments are secured by liens of unpaid reassessments and special taxes, as more fully described herein. THE BONDS ARE NOT A DEBT OF THE DISTRICT, THE COUNTY, THE ST ATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS AND NEITHER THE FAITH AND CREDIT NOR THE GENERAL TAXING POWER OF THE DISTRICT, THE COUNTY, THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS ARE PLEDGED TO THE PAYMENT OF THE BONDS.

The following finn, serving as Financial Advisor to the District, has assisted in the structuring of this financing: WuLFF, HANSEN & Co. Investment Bao kers A Reserve Fund in the fonn of a Debt Service Reserve Fund Surety Bond provided by MBIA Insurance Corporation is established for the Bonds under the Trust Agreement. If a delinquency occurs in the payment of any reassessment installment or special tax securing the Local Obligations, the Authority will have a duty only to transfer from the Reserve Fund (but only to the extent funds are available therein) the amount necessary to pay principal of or interest on the respective Bonds, when due. There is no assurance that sufficient funds will be available from the Reserve Funds for this purpose. The District has detennined that it will not obligate itself to advance funds from its treasury to cover any delinquency or payments on the Local Obligations. The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the issuance of the Bonds by MBIA Insurance Corporation. ~BIA MATURITY SCHEDULE $5,785,000 Serial Bonds Maturity Principal Interest Price/ Maturi!)· Principal Interest Price/ !~e111eml!ec 151 dlll.!!1!!U B.l.!e Yield Q.!.filf (~111em!!er 15! ~ B.l.!e llil.!I. !:.l.1filf 2002 195,000 I 50% 100.00 567871 AA6 2011 315,000 390% 10000 567871 AK4 2003 255,000 I 70% 10000 567871 AB 4 2012 325,000 4.00% 100.00 567871 AL 2 2004 260,000 2.20% 100 00 567871 AC2 2013 345,000 4.20% 100.00 567871 AMO 2005 265,000 2.40% 100.00 567871 ADO 2014 355,000 435% 100 00 567871 ANS 2006 275,000 275% 100.00 567871 AES 2015 370,000 4.45% 10000 567871 AP 3 2007 275,000 3.00% 100.00 567871 AF 5 2016 385,000 4 60% 100 00 567871 AQ 1 2008 280,000 3.35% 100.00 567871 AG3 2017 405,000 4 70% JOO 00 567871 AR9 2009 300,000 3.60% 100 00 567871 AH 1 2018 425,000 4 80~11) 100.00 567871 AS 7 2010 305,000 3.80% 100 00 567871 AJ 7 2019 450,000 4 90~,o 100.00 567871AT5

Sl,860,000 5 00% Tenn Bonds due September 15, 2023 - Yield 5 00°0 CUSIP 567871 AU 2

$1 ,265,000 5.125% Term Bonds due September 15, 2027 - Yield 5 125% CUSIP 567871 AYO

The Bonds are offered when, as and if issued and accepted by the Underwriter, subject to the approval as to their legality by Orrick, Herrington & Sutcliffe LLP, San Francisco, California, Bond Counsel. Certain legal matters will be passed upon for the County and the Authority by the County Counsel. It is expected that the Bonds will be available for delivery through OTC in New York, New York on or about June 6. 2002. SALOMON SMITH BARNEY No dealer, broker, salesperson or any other person has been authorized to give any information or m:il--c any representation, other than as contained in this Official Statement, and, if given or made, any sul· h information or representation must not be relied upon as having been authorized by the Authority, the Count:,. the Financial Advisor or the Underwriter. This Official Statement does not constitute an offer of any securiticc. other than those described on the cover page or an offer to sell or a solicitation of an offer to buy nor shall thLTL' be any sale of the Bonds by any person in any jurisdiction in which it is unlawful to make such offer, solicita11,111 or sale. The Official Statement is not to be construed as a contract with the purchasers of the Bonds.

Statements contained in this Official Statement which involve time estimates, forecasts or matters , , I opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed c1c. representations of fact. The information set forth herein has been furnished by the Authority, the District or otlin sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness, and is not tti he construed as a representation by the Underwriter or the Financial Advisor. The information and expressionc. ul opinion herein are subject to change without notice and neither the delivery of this Official Statement nor am sale made hereunder shall, under any circumstances, create any implication that there has been no change in thL· affairs of the Authority or the District since the date hereof

This Official Statement is submitted in connection with the sale of securities referred to herein and m,l\ not be reproduced or be used, as a whole or in part for any other purpose.

The Authority and certain other parties identified herein have covenanted to provide secondary markL·t disclosure regarding certain information and events which may occur over the life of the Bonds.

IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER M.\ Y OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRlt ·1 OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPI '\ MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. Tl 11 UNDERWRITER MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS AND DEALER BAI\K\ AND BANKS ACTING AS AGENT AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERl'\J(i PRICES STATED ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY 1~1 CHANGED FROM TIME TO TIME BY THE UNDERWRITER.

THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 .. \\ AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HA\' I NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. MARIN COUNTY OPEN SP ACE DISTRICT GOVERNING BOARD Cynthia Murray President

John Kress Harold C. Brown, Jr. Director Director

Annette Rose Steve Kinsey Director Director

COUNTY OF MARIN

BOARD OF SUPERVISORS Cynthia Murray President, District 5 Annette Rose Steve Kinsey Vice President, District 3 2nd Vice President, District 4

John Kress Harold C. Brown, Jr. District 1 District 2

COUNTY OFFICIALS Mark Risenfeld County Administrator Richard Arrow Michael Smith Auditor-Controller Treasurer-Tax Collector I County Clerk

Frances Brigmann Patrick Faulkner Parks, Open Space & Cultural Services County Counsel

PROFESSIONAL SERVICES

Bond Counsel Trustee and Escrow Agent Orrick, Herrington & Sutcliffe LLP BNY Western Trust Company San Francisco, California Los Angeles, California

Reassessment Engineering Verification Agent Muni Financial Grant Thorton LLP Temecula, California Minneapolis, Minnesota

Financial Advisor and Special Tax Rate Consultant Wulff, Hansen & Co. Investment Bankers 201 Sansome Street 4th Floor San Francisco, CA 94104 (415) 421-8900 {THIS PAGE INTENTIONALLY LEFT BLANK} TABLE OF CONTENTS

PAGE INTRODUCTION ...... 1 ASSESSED VALUE OF PROPERTY The Local Obligations ...... 2 WITHIN THE DISTRICT ...... 45 THE REFUNDING PLAN ...... 3 Assessed Valuation ...... 45 Val uc to Lien Ratios ...... 46 THE BONDS ...... 4 General Provisions ...... 4 ESTIMATED DIRECT AND OVERLAPPING Redemption ...... 4 INDEBTEDNESS ...... 46 Notice of Redemption ...... 5 SPECIAL RISK FACTORS ...... 49 Redemption Instructions ...... 6 Limited Obligations...... 49 Selection of Bonds for Redemption ...... 6 Failure to Pay Special Taxes or Payment of Redeemed Bonds ...... 6 Reassessment Installments...... 50 Purchase in Lieu of Redemption ...... 7 Direct and Overlapping Indebtedness ...... 50 Defeasance ...... 7 Land Values ...... 51 Book-Entry System ...... 8 Priority of Reassessment Liens ...... 51 Discontinuance of Book-Entry System ...... JO Parity Taxes And Special Assessments ...... 51 SECURITY FOR THE BONDS ...... 10 Bankruptcy and Foreclosure Delays ...... 52 General ...... 10 Geologic. Topographic. Climatic and Other Conditions ...... 52 Revenues ...... 11 Hazardous Substances ...... 53 Payment of the Reassessment Local Obligations ...... 12 No Acceleration Provision ...... 53 Payment of the CFO Local Obligations ...... 14 Proposition 218 ...... 53 The Special Tax ...... 15 Redemption of Bonds Prior to Maturity from No Pre-payment of Special Tax Obligations ...... 15 Principal Prepayments ...... 54 Exempt CFO Parcels ...... 16 i\o Liability of the Authority to the Owners ...... 54 Reserve Fund ...... 17 Loss of Tax Exemption ...... 55 Debt Service Reserve Fund Surety Bond ...... 18 Ratings ...... 55 Limited Obligations ...... 18 TAX MATTERS ...... 55 County Teeter Plan ...... 19 BANK QUALIFIED ...... 56 COVENANTS OF THE AUTHORITY AND CERTAIN LEGAL MATTERS ...... 56 THE DISTRICT ...... 20 VE RI FICA TION OF MATHEMATICAL ACCURACY .... 57 Payment of Bonds; No Encumbrances ...... 20 Enforcement and Amendment of Local Obligations; ABSENCE OF LITIGATION ...... 57 No Additional Local Obligations ...... 20 CONTINUING DISCLOSURE ...... 57 Further Documents...... 21 UNDER\VRITING ...... 57 Tax Covenants ...... 21 Maintenance of Existence ...... 22 PROFESSIONAL SERVICES ...... 58 Financial Statements ...... 22 OFFICIAL STATEMENT DEEMED FINAL ...... 59 Continuing Disclosure ...... 22 APPE~DIX A ...... A-1 Redemption Funds for the Local Obligations ...... 22 Rate And Method Of Apportionment Of Special Tax Refunding Covenant ...... 23 APPENDIX 8 ...... B-1 PROPERTY TAX ADMINISTRATION ...... 23 Summary Of The Trust Agreement No Judicial Foreclosure...... 23 APPENDIX C ...... C-1 Collection of Special Taxes and Reassessments ...... 23 General County Economic And Tax Delinquencies ...... 24 Demographic Information Estimates Of Special Tax and Reassessment Revenues Bond Debt Service Ratio ...... 24 APPENDIX 0 ...... D-1 Sales of Tax-Defaulted Property ...... 25 Form Of Continuing Disclosure Certificate BOND INSURANCE ...... 25 APPENDIX E ...... E-1 Bond Insurance Policy ...... 25 Proposed Form Of Legal Opinion The MBIA Insurance Corporation Insurance Policy ...... 25 APPENDIX F ...... F-1 ESTIMATED SOURCES AND USES OF FUNDS ...... 28 Municipal Bond Insurance Policy REVENUES AND FUNDS FOR BONDS ...... 28 APPENDIX G ...... G-1 DEBT SERVICE SCHEDULE ...... 32 Marin County Assessor-Recorder Disclaimer Assessment Roll Statistics THE COUNTY ...... 33 APPENDIX H ...... H-1 THE OPEN SPACE DISTRICT ...... 34 Boundary Maps And Assessment Diagrams THE AUTHORITY ...... 34 THE LOCAL OBLIGATION DISTRICTS ...... 35 The CFDs ...... 35 The Reassessment District ...... 39 Special Tax and Reassessment Installment Delinquencies ... 44 /-:­ ·~>;'<...;-"~..... ~-/

p ,._ / \ a c~, c ·-"' 1 f Old St. Hilary's Open Space CFD 1 ,P 1...------~--&··· c """"'

0 c e a n I ~, r--- 1

\ OFFICIAL STATEMENT

$8,910,000 MARIN COUNTY OPEN SPACE FINANCING AUTHORITY SERIES 2002 REVENUE BONDS (BANK QUALIFIED)

INTRODUCTION

This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices hereto, and the documents summarized or described herein. A full review should be made of the entire Official Statement. The sale and delivery of the Bonds to potential investors is made only by means of the entire Official Statement.

The purpose of this Official Statement, which includes the cover page, the table of contents and the attached appendices (collectively, the "Official Statement"), is to provide certain information concerning the issuance of the $8,910,000 Marin County Open Space Financing Authority Series 2002 Revenue Bonds (the "Bonds"). The Bonds are being issued pursuant to a Trust Agreement for the Bonds, dated as of May 1, 2002 (the "Trust Agreement"), among the Marin County Open Space Financing Authority ("the Authority") the Marin County Open Space District, (the "District") and BNY Western Trust Company, Los Angeles, California (the "Trustee"). Capitalized terms used herein and not defined herein or in APPENDIX B shall have the meanings prescribed in the Trust Agreement. The Bonds are being issued by the Authority to (i) finance the acquisition of $598,000 principal amount of the Marin County Open Space District 2002 Consolidated Open Space Reassessment District Obligations consisting of the Pacheco Valle Open Space District bonds and the Little Mountain Open Space District bonds (the "Reassessment Local Obligations") and the acquisition of $3,975,000 principal amount of Marin County Open Space District No. 1993-1 Special Tax Local Obligations (the "CFO No. 1993-1 Special Tax Local Obligations") and the acquisition of $3,916,000 Marin County Open Space District CFO No. 1997-1 Special Tax Obligations (the "CFO No. 1997-1 Special Tax Local Obligations") (collectively, the CFO No. 1993-1 Special Tax Local Obligations and the CFO No. 1997-1 Special Tax Local Obligations being referred to as the "Special Tax Local Obligations, and together with the Reassessment Local Obligations, shall be referred to as the "Local Obligations"), (ii) finance the acquisition, improvement and maintenance of additional authorized open space facilities of the District and (iii) pay certain costs and expenses of implementing the financing program of the District. The Reassessment Local Obligations have been issued by the 2002 Consolidated Open Space Reassessment District, Marin County, California (the "Reassessment District") to refund certain obligations (the "Prior Assessment Bonds", as defined herein) of the District issued pursuant to the Municipal Improvement Act of 1913 (Division 12 of the California Streets and Highways Code) and the Improvement Bond Act of 1915 (Division 10 of the California Streets and Highways Code) (collectively, the "Bond Act") and to pay certain costs associated with the issuance of the Reassessment Local Obligations. The CFO Local Obligations have been issued by the District for Community Facilities District No. 1993-1 (Old St. Hilary's Open Space (the "CFD No. 1993-1") and Community Facilities District No. 1997-1 (Old St. Hilary's Open Space (the "CFD No. 1997-1 ") to refund certain obligations (the "Prior CFO Bonds", as defined herein) of the District issued pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the "Mello-Roos Act") and to pay certain costs associated with the issuance of the CFO Local Obligations. The Reassessment Local Obligations are being issued pursuant to the Refunding Act of 1984 for 1915 Improvement Act Bonds (Division 11.5 of the California Streets and Highways Code) (the "Refunding Act"). CFO No. 1993-1 and CFO No. 1997-1 (the "CFDs") and the Reassessment District are referred to collectively herein as the "Local Obligation Districts". See "THE REFUNDING PLAN" and "ESTIMATED SOURCES AND USES OF FUNDS" herein. The Bonds are secured by a lien on and security interest in all of the Revenues and any other amounts held in any fund or account established pursuant to the Trust Agreement. "Revenues" consist primarily of all amounts derived from or with respect to the Local Obligations. See "SECURITY FOR THE BONDS-Revenues".

Payment of principal of and interest on the Bonds will be insured by a municipal bond insurance policy to be issued simultaneously with the delivery of the Bonds by MBIA Insurance Corporation (the "Bond Insurer").

THE BONDS ARE NOT A DEBT OR LIABILITY OF THE DISTRICT, THE COUNTY OR THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, AND SHALL BE PAYABLE SOLELY FROM THE FUNDS PROVIDED THEREFOR. NEITHER THE FAITH AND THE CREDIT NOR THE TAXING POWER OF THE DISTRICT, THE COUNTY, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS. THE ISSUANCE OF THE BONDS SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE COUNTY, THE DISTRICT, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY OR PLEDGE ANY FORM OF TAXATION WHATSOEVER THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. THE AUTHORITY HAS NO TAXING POWER.

The Local Obligations

The Trustee, on behalf of the Authority shall, simultaneously with the delivery of the Bonds and the receipt of the purchase price therefor, purchase the Local Obligations. The Local Obligations will be purchased by the Trustee on behalf of the Authority pursuant to the provisions of the Trust Agreement and held by the Trustee for the benefit of the holders of the Bonds.

The Reassessment Local Obligations are issued pursuant to the Refunding Act and a Local Obligation Resolution (the "Reassessment Local Obligation Resolution") adopted by the Board of Directors of the District on May 14, 2002. The Reassessment Local Obligations are limited obligations of the District, payable solely from the unpaid reassessments levied within the Reassessment District by the District pursuant to the Refunding Act (sometimes herein, the "Reassessments") and the funds pledged therefor under the Reassessment Local Obligation Resolution. Neither the faith and credit nor the taxing ._ power of the District, the County or the State of California or any political subdivision thereof is pledged to the payment of the Reassessment Local Obligations. See "SECURITY FOR THE BONDS".

The CFO Local Obligations are issued pursuant to the Mello-Roos Act and a Local Obligation Resolution (the "Special Tax Local Obligation Resolution" { or the Fiscal Agent Agreement approved by said Special Tax Local Obligation Resolution} and together with the Reassessment Local Obligation Resolution, the "Local Obligation Resolutions") adopted by the Board of Directors of the District on May 14, 2002. The CFD Local Obligations are limited obligations of the District, payable solely from special taxes (the "Special Taxes") to be levied on property within the CFDs according to a methodology approved by the voters within the CFDs pursuant to the Mello-Roos Act (sometimes herein, the "Special Taxes") and the funds pledged therefor under the Special Tax Local Obligation Resolution. Neither the faith and credit nor the taxing power of the District, the County or the State of California or any political subdivision thereof is pledged to the payment of the Special Tax Local Obligations. See "SECURITY FOR THE BONDS".

Certain events could affect the ability of the District to make the payments of the principal of, premium, if any, and interest on the Local Obligation Bonds when due. See "SPECIAL RISK FACTORS" 2 herein for a discussion of certain factors which should be considered, in addition to other matters set forth herein, in evaluating an investment in the Bonds.

THE REFUNDING PLAN

A portion of the proceeds of the Bonds will be used to acquire the Local Obligations. The proceeds of the Local Obligations will, in tum, be used for the purpose of refunding on a current basis the $212,000 outstanding principal amount of the District's Series 1995 limited obligation improvement bonds for Pacheco Valle Open Space Assessment District (the "Pacheco Valle Open Space District") issued March 15, 1995 and the $419,000 outstanding principal amount of the District's Series 1995-2 limited obligation improvement bonds for Little Mountain Open Space Assessment District (the "Little Mountain Open Space District") issued September 7, 1995 (the "Prior Assessment Bonds") and the $3,285,000 outstanding principal amount of the District's Series A (1995) special tax bonds for the Community Facilities District No. 1993-1 (Old St. Hilary's Open Space) (the "CFD Series 1995") issued January 30, 1995 and the $3,730,000 outstanding principal amount of the District's Series 1997 special tax bonds for the Community Facilities District No. 1997-1 (Old St. Hilary's Open Space) (the "CFD Series 1997") issued August 26, 1997 (the "Prior CFD Bonds" and together with the Prior Assessment Bonds, the "Prior Bonds").

A portion of the proceeds from the sale of the Prior Assessment Bonds will be deposited with BNY Western Trust Company (the "Escrow Agent") pursuant to an Escrow Agreement dated as of May 14, 2002 (the "Assessment Escrow Agreement"), by and between the District and the Escrow Agent. Such amount together with certain other available moneys, including certain money currently held pursuant to and under the resolution under which the Prior Assessment Bonds were delivered, will be held in escrow and invested in direct obligations of the United States of America (the "Assessment Escrow Securities"), the principal of and interest on which will be sufficient to pay when due the principal and interest with respect to the Prior Assessment Bonds. The refunding of the Prior Assessment Bonds will occur in the form of a redemption on September 2, 2002 of the outstanding Prior Assessment Bonds pursuant to the resolution of the District under which the Prior Assessment Bonds were issued, at a premium of 2% of the principal amount of the Pacheco Valle Open Space District bonds to be redeemed and at a premium of 3% of the principal amount of the Little Mountain Open Space District bonds to be redeemed.

A portion of the proceeds from the sale of the Prior CFD Bonds will be deposited with the Escrow Agent pursuant to an Escrow Agreement dated as of May 14, 2002 (the "CFD Escrow Agreement"), by and between the District and the Escrow Agent. Such amount, together with certain other available moneys, including certain money currently held pursuant to and under the resolution under which the Prior CFD Bonds were delivered, will be held in escrow and invested in direct obligations of the United States of America (the "CFD Escrow Securities"), the principal of and interest on which will be sufficient to pay when due the principal and interest with respect to the Prior CFD Bonds. The refunding of the CFD Series 1997 will occur in the form of a redemption on July 15, 2002 at a premium of 2% of the principal amount thereof, plus accrued interest. The refunding of the CFD Series 1995 will occur in the form of a redemption on July 15, 2004 at a premium of 2% of the principal amount thereof, plus accrued interest. See "VERIFICATION OF MATHEMATICAL ACCURACY" herein.

The Assessment Escrow Securities, CFD Escrow Securities and other monies held in the Escrow Account will be pledged to payment of the respective Prior Bonds. Neither the principal of the Escrow Securities nor the interest thereon will be available for payments with respect to the Bonds.

3 THE BONDS

General Provisions

The Bonds are special obligations of the Authority payable from and secured by payments made by the District as principal of and interest on the Local Obligations. The Local Obligations will be purchased by the Authority pursuant to the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5, Division 7, Title I of the Government Code of the State of California, as amended from time to time (the ·'Marks-Roos Law"). The Bonds are being issued pursuant to the provisions of a resolution adopted by the Authority on May 14, 2002 and the Trust Agreement.

The Bonds will be issued in the aggregate principal amount of $8,910,000 as fully registered Bonds, without coupons, in the denomination of $5,000 or any integral multiple thereof. The Bonds will be dated their date of delivery, and will bear interest at the rates per annum set forth on the cover page hereof. Principal of the Bonds is payable annually on September 15 of each year commencing September 15, 2002. Interest on the Bonds will be payable commencing on September 15, 2002, and semiannually thereafter on March 15 and September 15 ( each an "Interest Payment Date") subject to the mandatory redemption provisions as set forth herein.

The Bonds are being issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York ("DTC") and will be available to ultimate purchasers in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC. While the Bonds are subject to the book-entry system, the principal, interest and any prepayment premium with respect to a Bond will be paid by the Trustee to DTC, which in turn is obligated to remit such payment to its DTC Participants for subsequent disbursement to Beneficial Owners of the Bonds as described herein. See "Book-Entry System" below.

The principal of and redemption premiums, if any, and interest on the Bonds shall be payable in lawful money of the United States of America. The Bonds shall be issued as fully registered bonds in book-entry form in denominations of $5,000 or any integral multiple thereof and shall be numbered as the Trustee shall determine. The Bonds shall be initially registered in the name of"Cede & Co." as nominee of DTC, and shall bear interest from their Dated Date. Payment of the interest on any Bond shall be made to the Person whose name appears on the Bond Register as the Owner thereof as of the close of business on the Record Date, such interest to be paid by check mailed by first class mail on the Interest Payment Date to the Owner at the address which appears on the Bond Register as of the Record Date, for that purpose; except that in the case of an Owner of one million dollars ($1,000,000) or more in aggregate principal amount of Bonds, upon written request of such Owner to the Trustee, in form satisfactory to the Trustee, received not later than the Record Date, such interest shall be paid on the Interest Payment Date immediately available funds by wire transfer to an account in the United States. The principal of and redemption premiums, if any, on the Bonds shall be payable at the Corporate Trust Office of the Trustee in Los Angeles, California, upon presentation and surrender of such Bonds. Interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Redemption

Extraordinary Redemption. The Bonds shall be subject to extraordinary redemption as a whole or in part on any Interest Payment Date, and shall be redeemed by the Trustee, from moneys transferred from the Prepayment Account to the Redemption Fund pursuant to the Trust Agreement, and derived as a result of prepayments by property owners of their Reassessment or excess Special Tax collections plus, if applicable, amounts transferred from the Reserve Fund in connection therewith, at a redemption price

4 equal to the principal amount thereof, together with no premium, plus accrued interest to the redemption date. Special Taxes of the CFO are not prepay able.

Optional Redemption. The Bonds shall be subject to optional redemption as a whole on any date or in part on any Interest Payment Date on or after September 15, 2012, at the option of the Authority from any moneys deposited in the Redemption Fund from any source for such purpose by the Authority at a redemption price equal to the principal amount thereof, together with a redemption premium equal to the following amounts during the following periods (expressed as a percentage of the principal amount redeemed) plus accrued interest:

Redemption Dates Premium

September 15, 2012 through September 14, 2013 2% September 15, 2013 through September 14, 2014 1% September 15, 2014 and thereafter 0%

Mandatory Redemption. The Bonds maturing on September 15, 2023 are also subject to mandatory redemption in part by lot on September 15 in each year commencing September 15, 2020 at the principal amount thereof plus accrued interest thereon to the date fixed for redemption in accordance with the following schedule:

Dates September Amount 2020 $475,000 2021 $440,000 2022 $460,000 2023 (maturity) $485,000 The Bonds maturing on September 15, 2027 are also subject to mandatory redemption in part by lot on September 15 in each year commencing September 15, 2024 at the principal amount thereof plus accrued interest thereon to the date fixed for redemption in accordance with the following schedule:

Dates September Amount 2024 $515,000 2025 $235,000 2026 $250,000 2027 (maturity) $265,000

Notice of Redemption

In the case of any redemption of Bonds, the Trustee shall determine that it has in the Funds maintained pursuant to the Trust Agreement and available therefor sufficient moneys on hand to pay the principal of, the interest on, and the redemption premium, if any, to make any such redemption. Subject to receipt of the Written Order of the Authority, if sufficient moneys are available for such redemption, the Trustee shall give notice, as hereinafter in this section provided, that Bonds, identified by CUSIP numbers, serial numbers and maturity date, have been called for redemption and, in the case of Bonds to be redeemed in part only, the portion of the principal amount thereof that has been called for redemption (or if all the Outstanding Bonds are to be redeemed, so stating, in which event such serial numbers may be omitted), that they will be due and payable on the date fixed for redemption (specifying such date) upon surrender thereof at the Corporate Trust Office, at the redemption price (specifying such price), together 5 with any accrued interest to such date, and that all interest on the Bonds, or portions thereof, so to be redeemed will cease to accrue on and after such date and that from and after such date such Bond or such portion shall no longer be entitled to any lien, benefit or security under the respective Trust Agreement, and the Owner thereof shall have no rights in respect of such redeemed Bond or such portion except to receive payment from such moneys of such redemption price plus accrued interest to the date fixed for redemption. Such notice shall be mailed by first class mail, in a sealed envelope, postage prepaid, at least thirty (30) but not more than sixty (60) days before the date fixed for redemption, to the Information Services and to the Owners of such Bonds, or portions thereof, so called for redemption, at their respective addresses as the same shall last appear on the Bond Register.

Redemption Instructions

In the event a portion, but not all, of the Outstanding Bonds are to be redeemed pursuant to extraordinary redemption or optional redemption, the Trustee shall select the amounts and maturities of Bonds for redemption in accordance with a Written Order of the Authority. Upon any prepayment of a Local Obligation or a determination to optionally redeem Bonds, the Authority shall deliver to the Trustee at least forty-five ( 45) days prior to the redemption date instructions meeting the requirements of the Trust Agreement, including a designation of the maturities and amounts of Bonds to be redeemed and a revised mandatory redemption schedule for Bonds maturing on September 15, 2027 which shall reduce each mandatory redemption amount such that the resulting schedule shall be as nearly proportional as possible in each year to the original schedule.

Selection of Bonds for Redemption

Whenever less than all the Outstanding Bonds of any one maturity are to be redeemed on any one date, the Trustee shall select the particular Bonds to be redeemed by lot and in selecting the Bonds for redemption the Trustee shall treat each Bond of a denomination of more than five thousand dollars ($5,000) as representing that number of Bonds of five thousand dollars ($5,000) denomination which is obtained by dividing the principal amount of such Bond by five thousand dollars ($5,000), and the portion of any Bond of a denomination of more than five thousand dollars ($5,000) to be redeemed shall be redeemed in an Authorized Denomination. The Trustee shall promptly notify the Authority in writing of the numbers of the Bonds so selected for redemption in whole or in part on such date.

Payment of Redeemed Bonds

Bonds or portions thereof called for redemption shall be due and payable on the date fixed for redemption at the redemption price thereof, together with accrued interest to the date fixed for redemption, upon presentation and surrender of the Bonds to be redeemed at the office specified in the notice of redemption. If there shall be called for redemption less than the full principal amount of a Bond, the Authority shall execute and deliver and the Trustee shall authenticate, upon surrender of such Bond, and without charge to the Owner thereof, Bonds of like interest rate and maturity in an aggregate principal amount equal to the unredeemed portion of the principal amount of the Bonds so surrendered in such Authorized Denominations as shall be specified by the Owner. If any Bond or any portion thereof shall have been duly called for redemption and payment of the redemption price, together with unpaid interest accrued to the date fixed for redemption, shall have been made or provided for by the Authority, then interest on such Bond or such portion shall cease to accrue from such date, and from and after such date such Bond or such portion shall no longer be entitled to any lien, benefit or security under the Trust Agreement, and the Owner thereof shall have no rights in respect of such Bond or such portion except to receive payment of such redemption price, and unpaid interest accrued to the date fixed for redemption.

6 Purchase in Lieu of Redemption

In lieu of redemption of any Bond, amounts on deposit in the Proceeds Fund, the Principal Fund or the Redemption Fund may also be used and withdrawn by the Trustee at any time prior to selection of Bonds for redemption having taken place with respect to such amounts, upon a written order from the Authority for the purchase of such Bonds at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Fund) as the Authority may in its discretion determine, but not in excess of the redemption price thereof plus accrued interest to the purchase date.

Defeasance

If and when the Bonds secured hereby shall become due and payable in accordance with their terms or through redemption proceedings as provided herein, or otherwise, and the whole amount of the principal and the redemption premiums, if any, and the interest so due and payable upon all of the Bonds shall be paid, or provision shall have been made for the payment of the same, together with all other sums payable hereunder by the Authority, including all fees and expenses of the Trustee, then and in that case, the Trust Agreement and the lien created hereby shall be completely discharged and satisfied and the Authority and the District shall be released from the respective agreements, conditions, covenants and terms of the Authority and the District contained herein, and the Trustee shall assign and transfer all property (in excess of the amounts required for the foregoing) then held by the Trustee free and clear of any encumbrances as provided in the Trust Agreement and shall execute such documents as may be reasonably required by the Authority or the District in this regard. Notwithstanding the satisfaction and discharge hereof, those provisions of the Trust Agreement relating to the maturity of the Bonds, interest payments and dates thereof, exchange and transfer of Bonds, replacement of mutilated, destroyed, Jost or stolen Bonds, the safekeeping and cancellation of Bonds, nonpresentment of Bonds, and the duties of the Trustee in connection with all of the foregoing, shall remain in effect and shall be binding upon the Trustee and the Owners, and the Trustee shall, subject to the Trust Agreement, continue to be obligated to hold in trust any money or investments then held by the Trustee for the payment of the principal of and redemption premiums, if any, on and interest on the Bonds, to pay to the Owners of Bonds the funds so held by the Trustee as and when such payments become due, and those provisions hereof contained in the Trust Agreement relating to the compensation and indemnification of the Trustee and in the Trust Agreement relating to the tax covenants of the Authority and the District shall remain in effect and shall be binding upon the Trustee, the Authority and the District. Notwithstanding any other provision hereof, this Trust Agreement shall not be discharged nor shall any defeasance of the Bonds be effective so long as any amounts are owed to the Bond Insurer with respect to the Bond Insurance Policy or the Reserve Facility. Bonds Deemed to Have Been Paid. If money shall have been set aside and held by the Trustee for the payment or redemption of any Bonds and the interest installments therefor at the maturity or redemption date thereof, such Bonds shall be deemed to be paid within the meaning and with the effect provided in the Trust Agreement. Any Outstanding Bond shall prior to the maturity or redemption date thereof be deemed to have been paid within the meaning and with the effect expressed in the Trust Agreement if (a) in case any Bonds are to be redeemed on any date prior to their maturity, the Authority shall have given to the Trustee in form satisfactory to the Trustee irrevocable instructions to mail notice of redemption of such Bonds on such redemption date, such notice to be given in accordance with the provisions of Article IV, (b) there shall have been deposited with the Trustee in escrow either money in an amount which (as stated in a Written Order) shall be sufficient, or noncallable Defeasance Obligations the principal of and the interest on which when due, and without any reinvestment thereof, will provide moneys which, together with the money, if any, deposited with or held by the Trustee at the same time,

7 shall be sufficient to pay when due the principal of and the redemption premiums, if any, and the interest due and to become due on such Bonds on and prior to the redemption date or maturity date thereof, as the case may be, ( c) in the event any of such Bonds are not to be redeemed within the next succeeding sixty (60) days, the Authority shall have given the Trustee in form satisfactory to the Trustee irrevocable instructions to mail, as soon as practicable in the same manner as a notice of redemption is mailed pursuant to Article IV, a notice to the Owners of such Bonds and to the Securities Depositaries and the Information Services that the deposit required by paragraph (b) above has been made with the Trustee and that such Bonds are deemed to have been paid in accordance with this section and stating the maturity dates or redemption dates upon which money is to be available for the payment of the principal of and redemption premiums, if any, on and interest on such Bonds, (d) a report of an independent firm of nationally recognized certified public accountants or such other accountant as shall be acceptable to the Bond Insurer ("Accountant") verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity date ("Verification"), (e) an Refunding Escrow Agreement (which shall be acceptable in form and substance to the Bond Insurer), and (f) an Opinion of Bond Counsel to the effect that the Bonds are no longer "Outstanding" hereunder. Each Verification and defeasance opinion shall be acceptable in form and substance, and addressed, to the Authority, the Trustee and the Bond Insurer. In the event a forward purchase agreement will be employed in the refunding, such agreement shall be subject to the approval of the Bond Insurer and shall be accompanied by such opinions of counsel as may be required by the Bond Insurer. The Bond Insurer shall be provided with final drafts of the above-referenced documentation not less than five Business Days prior to the funding of the escrow. Neither the securities nor money deposited with the Trustee pursuant to this section nor principal or interest payments on any such securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and redemption premiums, if any, on and interest on such Bonds; provided, that any cash received from such principal or interest payments on such obligations deposited with the Trustee, if not then needed for such purpose, shall, to the extent practicable and at the direction of the Authority, be reinvested in Defeasance Obligations maturing at times and in amounts, together with the other money and payments with respect to Defeasance Obligations then held by the Trustee pursuant to this section, sufficient to pay when due the principal of and redemption premiums, if any, and interest to become due on such Bonds on and prior to such redemption date or maturity date thereof, as the case may be, and interest earned from such reinvestments shall, upon receipt by the Trustee of a Written Order so directing, be paid over to the Authority as received by the Trustee free and clear of any trust, lien or pledge. Amounts paid by the Bond Insurer under the Bond Insurance Policy shall not be deemed paid for purposes of this Trust Agreement and shall remain Outstanding and continue to be due and owing until paid by the Authority in accordance with this Trust Agreement. Money Held for Particular Bonds. Except as otherwise provided in the Trust Agreement, the amounts held by the Trustee for the payment of the principal or the redemption premiums, if any, or the interest due on any date with respect to particular Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it solely for the Owners of the Bonds entitled thereto. Effect of Defeasance of Bonds. Notwithstanding any other provision hereof, in the event that the Bonds are defeased and the obligations hereunder are discharged pursuant to this article, the Trustee shall transfer all property and moneys held by the Trustee (including, without limitation, the Local Obligations) to or upon the order of the Authority.

Book-Entry System

DTC will act as securities depository for the Bonds. The Bonds will be issued as fully-registered bonds registered in the name of Cede & Co. (DTC's partnership nominee). One fully-registered Bond will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

8 DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934. DTC holds securities that its participants (the "Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby avoiding the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the OTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission.

Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of 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 Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of Bonds with DTC and their registration in the name of Cede & Co. effect no 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 securities are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to Cede & Co. If less than all of the bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to an issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal, mandatory redemption and interest payments on the Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts on payment dates in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on the date payable. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of such Participant and not of DTC, the Trustee,

9 or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be responsibility of Direct and Indirect Participants.

The Authority cannot and does not give any assurances that DTC, DTC Participants or others will distribute payments of principal, interest or premium \Vith respect to the Bonds paid to DTC or its nominee as the registered owner, or will distribute any redemption notices or other notices, to the Beneficial Owners, or that they will do so on a timely basis or will serve and act in the manner described in this Official Statement. The Authority is not responsible or liable for the failure of DTC or any DTC Participant to make any payment or give any notice to a Beneficial Owner with respect to the Bonds or an error or delay relating thereto.

The foregoing description of the procedures and record-keeping with respect to beneficial ownership interests in the Bonds, payment of principal, interest and other payments on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interests in such Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be.

Discontinuance of Book-Entry System

DTC may discontinue providing its services with respect to the Bonds at any time by giving notice to the Trustee and discharging its responsibilities with respect thereto under applicable law or the Authority may terminate participation in the system of book-entry transfers through DTC or any other securities depository at any time. In the event that the book-entry system is discontinued, the Authority will execute, and the Trustee will authenticate and make available for delivery, replacement Bonds in the form of registered bonds. In addition, the following provisions would apply: the principal of and redemption premium, if any, on the Bonds will be payable at the corporate trust office of the Trustee in Los Angeles, California, and interest on the Bonds will be payable by check mailed to the registered owner as of the close of business on the Record Date. Bonds will be transferable and exchangeable on the terms and conditions provided in the Trust Agreement.

SECURITY FOR THE BONDS

General

The Bonds are secured by a lien on and pledge of (i) Revenues, as hereinafter defined, (ii) proceeds of Bonds, if any, and, proceeds of draws on the Surety Bond held by the Trustee in the Reserve Fund, and (iii) investment income with respect to any moneys held by the Trustee ( other than the Rebate Fund). Revenues (as more particularly defined below) consist primarily of payments received from the Local Obligations.

The Assessment Local Obligations are limited obligations of the District and are secured by an irrevocable pledge of certain revenues of the District, consisting primarily of monies received by the District as payment of reassessments levied against property within the Reassessment District. The CFD Local Obligations are limited obligations of the District and are secured by an irrevocable pledge of certain revenues of the District, consisting primarily of monies received by the District as payment of the Special Taxes levied against property within the CFDs. Payments under the Local Obligations are calculated to be

10 sufficient to provide the Authority with money to pay the principal of, premium, if any, and interest on the Bonds when due.

All obligations of the Authority under the Trust Agreement and the Bonds are special obligations of the Authority, payable solely from and secured by Revenues and the amounts in the funds established by the Trust Agreement (except amounts in the Rebate Funds). All obligations of the District under the Local Obligation Resolutions are not general obligations of the District, but are limited obligations, payable solely from the reassessments and Special Taxes and the funds pledged therefor under the respective Local Obligation Resolutions. Neither the faith and credit of the District, the County nor of the State of California (the "State") or any political subdivision thereof is pledged to the payment of the Local Obligations.

The Local Obligations are payable solely from and secured solely by the reassessments and Special Taxes and the amounts in the respective redemption funds created with respect to such Local Obligations ("Local Obligation Redemption Funds") under the Local Obligation Resolutions. Notwithstanding any other provision of the Local Obligation Resolutions, the District is not obligated to advance available surplus funds from the District treasury to cure any deficiency in a Local Obligation Redemption Fund, provided, however, the District is not prevented, in its sole discretion, from so advancing funds.

Revenues

The Bonds are secured by a lien on and pledge of Revenue, as described below.

Under the Trust Agreement, "Revenues" means Reassessment Revenues, Special Tax Revenues and all other amounts received by the Trustee as the payment of interest or premiums on, or the equivalent thereof, and the payment or return of principal of, or the equivalent thereof, all Local Obligations, whether as a result of scheduled payments, Reassessment Prepayments, Special Tax Prepayments or remedial proceedings taken in the event of a default thereon, and all investment earnings on any moneys held in the Funds established under the Trust Agreement, except the Rebate Fund. "Reassessment Revenues" means all moneys coJJected and received by or on behalf of the District on account of unpaid reassessment obligations, including amounts collected in the normal course via direct billing by the County, Reassessment Prepayments, amounts received by the District on account of reinstatement of delinquent instaJJments, and amounts received by the District as a result of tax sale proceedings brought to enforce payment of delinquent installments, but excluding therefrom any amounts explicitly included therein on account of coJJection charges, administrative cost charges, or attorneys fees and costs paid as a result of foreclosure actions. "Reassessment Prepayments" means that portion of Revenues which are paid to the District by or on behalf of the owner of a parcel subject to the reassessment obligation to accomplish a pay-off of the reassessment obligation pertaining to such parcel and the discharge of the reassessment lien respecting such parcel (except the portion thereof, if any, which represents accrued interest on the Assessment Local Obligations). "Special Tax Revenues" means aJJ moneys coJJected and received by or on behalf of the District on account of unpaid Special Tax obligations, including amounts collected in the normal course via direct billing by the District, Special Tax Prepayments, amounts received by the District on account of reinstatement of delinquent Special Taxes, and amounts received by the District as a result of tax sale proceedings brought to enforce payment of delinquent Special Taxes, but excluding therefrom any amounts explicitly included therein on account of collection charges, administrative cost charges, or attorneys fees and costs paid as a result of foreclosure actions. The Special Taxes are not prepayable.

Under the Trust Agreement, all of the Revenues and the amounts in the Funds established by the Trust Agreement (except amounts in the Rebate Fund) are pledged by the Authority to secure the payment of the principal of and interest on the Bonds in accordance with their terms and the provisions of the Trust Agreement. Said pledge constitutes a lien on and security interest in the Revenues upon the physical

11 delivery thereof. In the Trust Agreement, the Authority transfers in trust and assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds, all of the Revenues and all of the right, title and interest of the Authority in the Local Obligations, if any. The Trustee shall be entitled to and shall collect and receive all of the Revenues, and any Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority and shall forthwith be paid by the Authority to the Trustee. The Trustee also is entitled to and may take all steps, actions and proceedings reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the District under and with respect to the Local Obligations.

In the Trust Agreement, the District and the Authority each expressly acknowledge that, pursuant to the Refunding Act, the Mello-Roos Act and the Trust Agreement, the District is legally obligated to establish and maintain a separate redemption fund for the Local Obligations ("Local Obligation Redemption Funds") and, so long as any part of the Local Obligations remain outstanding, to deposit into the applicable Local Obligation Redemption Fund, upon receipt, any and all of the Reassessment Revenues or Special Tax Revenues received. The District further acknowledges that, pursuant to the Refunding Act, the Mello-Roos Act and the resolutions under which the Local Obligations were issued, no temporary Joan or other use whatsoever may be made of the Reassessment Revenues or the Special Tax Revenues, and the Local Obligation Redemption Funds constitute trust funds for the benefit of the owner of the Local Obligations, and the District covenants for the benefit of the Authority, as owner of the Local Obligations, the Trustee, as assignee of the Authority with respect to the Local Obligations, and the Owners from time to time of the Bonds, that it will establish, maintain and administer the Local Obligation Redemption Funds and the Reassessment Revenues and Special Tax Revenues in accordance with their statutes as trust funds as prescribed by the Refunding Act, the Mello-Roos Act, the resolutions under which the Local Obligations were issued, and the Trust Agreement.

No later than ten Business Days prior to each Interest Payment Date and Principal Payment Date on the Bonds, the District will remit to the Trustee against payment on the Local Obligations, the interest due on such Local Obligations on such Interest Payment Date and the principal of the respective Local Obligations maturing on such Principal Payment Date, and upon receipt by the Trustee, such amounts shall constitute Revenues. All Revenues, other than Revenues derived from Reassessment Prepayments (which shall be deposited in the respective Redemption Fund and administered in accordance with the applicable Local Obligation Resolution), received by the Trustee shall be deposited by the Trustee into the Revenue Fund. Not later than one Business Day prior to each Interest Payment Date and Principal Payment Date on the Bonds, the Trustee shall transfer Revenues from the Revenue Fund, in the amounts specified in the Trust Agreement for deposit into the Interest Fund, Principal Fund, Reserve Fund and Expense Fund in the order of priority set forth therein.

Payment of the Reassessment Local Obligations

The Assessment Local Obligations are secured by unpaid reassessments which have been levied against private property within the Reassessment District, together with interest thereon, in accordance with proceedings conducted by the District under the Refunding Act. Payments of principal and interest on such withstanding reassessments together with interest and penalties, if any, on delinquent reassessment payments will be deposited in the Redemption Fund to be established under the Reassessment Local Obligation Resolution. The Redemption Fund constitutes a trust fund for the payment of the principal of and interest on the Assessment Local Obligations, which are payable solely out of the Redemption Fund. No reserve fund has been established for the Reassessment Local Obligations.

The reassessments are payable in annual installments over a period of years corresponding to the final term to maturity of the Reassessment Local Obligations. The aggregate amount of reassessment installments coming due in each year represents the aggregate principal amount of Assessment Local Obligations maturing or subject to mandatory sinking fund redemption (if any) in such year, plus interest 12 and administrative expenses of the District. Interest accrues on the outstanding principal balance of each reassessment at a rate equal to the interest rate on the Reassessment Local Obligations, and is payable together with the principal installments of the reassessments. The amount of each reassessment was fixed at the time of levy thereof, and failure by any landowner to pay any reassessment will not result in an increase in the reassessment against any other parcel of land.

The reassessments levied in the Reassessment District and each installment thereof and any interest and penalties thereon constitute liens against the parcels of land on which they are levied until the same are paid. The liens imposed in the Reassessment District are subordinate to fixed special assessment liens previously imposed upon the same property, but have priority over existing and future private liens and over all fixed special assessment liens which may thereafter be created against the property. Such liens are co-equal to and independent of the lien for general taxes and any lien imposed under the Mello-Roos Community Facilities Act of 1982, as amended, regardless of when they are imposed on the property in the Districts. The imposition of additional special taxes and general property taxes will increase the amount of independent and co-equal liens which must be satisfied in foreclosure. There are currently no special taxes or assessments levied against property within the Reassessment District other than the lien of the Reassessment.

The Reassessment Local Obligations are not secured by the general taxing power of the District, the County, the State of California or any political subdivision thereof, and neither the faith and credit nor the taxing power of the District, the County, the State of California or any political subdivision thereof is pledged to the payment of the Reassessment Local Obligations or the Bonds.

Under provisions of the Refunding Act, installments sufficient to meet annual payments of principal and interest on the Reassessment Local Obligations are to be collected on the regular property tax bills sent by the County to owners of property against which there are unpaid reassessments. These annual installments are to be paid into the Redemption Fund for such Reassessment Local Obligations which will be held by the Treasurer of the County of Marin (the "County Treasurer") and used to pay the principal of and interest on the Reassessment Local Obligations as they become due. The installment billed against each property each year represents a pro rata share of the total principal and interest coming due on all of the Reassessment Local Obligations that year. The amount billed against each property is based on the percentage which the unpaid reassessment against the property bears to the total of unpaid reassessments in the Reassessment District, plus an administrative charge of the District. The failure of a property owner to pay an annual reassessment installment will not result in an increase in reassessment installments against other property in the Reassessment District.

In the event of delinquency in the payment of any installment of an unpaid reassessment, the District shall not exercise the right of judicial foreclosure with respect to any delinquent Special Taxes or Reassessments, but will rely exclusively on the regular property tax enforcement mechanism. The District has determined not to obligate itself to advance any available funds from the District Treasury to cover any deficiency or delinquency which may occur in the Redemption Fund for the Assessment Local Obligations by failure of property owners to pay annual special reassessments.

Although the unpaid balance of each reassessment constitutes a lien on the assessed parcel, it does not constitute a personal indebtedness of the owner of such parcel. The District cannot assure that the owners of the assessed parcels will be financially able to pay the reassessment installments when due, or that they will pay such reassessment installments even if financially able to do so. See "SPECIAL RISK FACTORS" herein.

The estimated total amount of the Assessment Local Obligations was apportioned among the parcels with unpaid assessments within the Reassessment District boundary. The amount was distributed in proportion to the fixed ratio of the unpaid balance on the original assessment for each individual parcel within the Reassessment District to the total unpaid balance on the original assessment of all of the parcels within such Reassessment District. The estimated amount of each reassessment, identified by reassessment

13 number, is shown in the reassessment report prepared by the Reassessment Engineer, and is on file with the District. There are currently no other fixed special assessment liens or CFO special taxes on parcels in the Reassessment District.

Payment of the CFD Local Obligations

Interest and principal on the CFO Local Obligations are payable from the annual Special Taxes to be levied and collected on taxable developed property and undeveloped property within the CFDs.

The amount of Special Taxes that the District may levy in any year is strictly limited by the maximum rates approved by the qualified electors within the CFDs. The Special Taxes and any interest earned on the Special Taxes shall constitute a trust fund for the principal and interest on the CFO Local Obligations and other bonds issued pursuant to the CFO Local Obligation Resolutions, and so long as the principal of and interest on these obligations remains unpaid, the Special Taxes and investment earnings thereon shall not be used for any other purpose, except as permitted by the CFO Local Obligation Resolutions and shall be held in trust for the benefit of the owners thereof and shall be applied pursuant to the CFO Local Obligation Resolutions.

The District has adopted and approved a Rate and Method of Apportionment of Special Taxes (the "Special Tax Formula") for each of the CFDs as set forth in Exhibit A to Resolution No. 93-09 (for CFD No. 1993-1) and Resolution No. 97-08 (for CFD No. 1997-1 ), the Resolutions of Formation establishing the CFDs and authorizing the levy of the Special Tax. See "APPENDIX A-RA TE AND METHOD OF APPORTIONMENT OF SPECIAL TAX" herein.

In the opinion of Bond Counsel, the Special Taxes are exempt from the property tax limitation of Article XIIIA of the California Constitution, pursuant to Section 4 thereof as a "special tax" authorized by a two-thirds vote of the qualified electors. The levy of the Special Taxes was authorized by the qualified electors who, pursuant to the Mello-Roos Act, comprised the qualified electors of the CFDs at two special elections held on June 8, 1993 and June 3, 1997. Consequently, the District has the power and is obligated to cause the levy and collection of the Special Taxes in an amount determined according to a methodology which the District and the electors have approved. See "APPENDIX A-RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX" herein. The Rate and Method of Apportionment of Special Tax (the "Special Tax Formula") for each of the CFDs apportions the total debt service requirement (principal and interest and restoration of the Reserve Account, if required) and administrative expenses of the applicable CFD each year among the taxable parcels of real property within the applicable CFD.

The District has covenanted to annually levy the Special Taxes in an amount sufficient to pay the principal of and interest on the CFD Local Obligations and the administrative expenses for the ensuing fiscal year. Because each Special Tax levy is limited to the maximum Special Tax rates authorized by the qualified electors of the CFDs as set forth in the applicable Special Tax Formula, no assurance can be given that, in the event of Special Tax delinquencies, the foregoing amount will in fact be able to be levied in any given year. See "SPECIAL RISK FACTORS" herein.

The Special Taxes levied in the CFDs and any interest and penalties thereon constitute liens against the parcels of land on which they are levied until the same are paid. The Special Tax liens imposed in the CFDs are coequal to and independent of the lien of other special taxes and any assessments against parcels within the CFDs, regardless of when they are imposed on the parcels in the CFDs. The imposition of additional special taxes, assessments and general property taxes will increase the amount of independent and co-equal liens which must be satisfied in foreclosure. There are currently other special taxes and assessments levied against certain property within the CFDs other than the lien of the Special Taxes. See "Direct and Overlapping Indebtedness" herein.

14 A Special Tax not to exceed $98.00 per parcel (the "Maximum Special Tax") was approved by an 84% vote of the qualified electors on June 8, 1993 within CFO 1993-1 and again by a 68.2% vote at the June 3, 1997 election of the qualified electors in CFO 1997-1. Each CFO election authorized up to $6,000,000 in bonded indebtedness. The Special Taxes are levied annually against each non-exempt Property (as defined below). When a taxable parcel is subdivided or split, the Maximum Special Tax of $98.00 will apply on each new taxable parcel.

The Special Tax

In accordance with the provisions of the Act, the District formed CFO 1993-1 on March 9, 1993 and CFO 1997-1 on March 4, 1997 for the purpose of providing for the financing of the acquisition of open space on the Tiburon peninsula. On June 8, 1993 and June 3, 1997, the qualified electors within the CFDs by a two-thirds vote, authorized the issuance of bonded indebtedness in the principal amount of up to $6,000,000 in each of the CFDs and the annual levy of a Special Tax in each of the CFDs not to exceed $98.00 per parcel (the "Maximum Special Tax") pursuant to the terms and conditions of the Mello-Roos Act to finance the acquisition of open space. The electorate approved the proposition authorizing the issuance of the Bonds and the levy of the Special Tax by a majority of the votes cast of 84% and 68.2%, respectively. The Maximum Special Tax will be levied on each non-exempt Property (as defined below). "Special Tax" is defined as the special tax that may be levied on any Property for any Fiscal Year, and shall be levied as long as necessary to repay the outstanding bonds on the CFDs and to pay the administrative costs and expenses of the CFDs. "Property" is defined as a legal parcel of real property in private ownership within the CFDs whether residential, commercial or industrial. Certain Properties may be exempt from the levy of the Special Tax. See "APPENDIX A-RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX" herein. Pursuant to the Mello-Roos Act, the Special Tax will be levied annually, pursuant to an ordinance adopted by the Board of the District. The Special Tax is authorized to be levied each year until the CFO Bonds are fully repaid. When a taxable parcel is subdivided or split, the Maximum Special Tax of $98.00 will apply on each new taxable parcel. The District, with the assistance of a tax rate consultant (the "Tax Rate Consultant") who may be a member of the District staff, will annually prepare a Tax Report (the "Tax Report"), which sets forth the Special Tax for each Parcel within the CFDs for the next fiscal year. The District has covenanted to levy Maximum Special Tax Rate $98.00 for each CFO and that the resulting special tax revenues will be sufficient to cover debt service on each CFO issued by at least 105%. With issuance of the CFO Local Obligations, it is not anticipated that special tax revenues of either of the CFDs will be sufficient to allow issuance of additional CFO Special Tax Bonds. At this time, the District does not anticipate issuing any further CFO debt based upon either of the two CFO authorizations.

No Pre-payment of Special Tax Obligations

The Special Tax obligation for a parcel in the CFDs may not be prepaid.

15 Exempt CFD Parcels

Certain properties are exempt from the Special Tax (the "Exempt Parcels"). Where proof is required, the proof must be submitted by June 1 in order for the exception to apply in the next Fiscal Year. The exceptions are: A. Parcels in public ownership, which are being used in the performance of a public function, shall not be subject to the Special Tax (where public property is leased for private use, the private leasehold interest shall be subject to the Special Tax on the unsecured tax roll); B. Property exempt from regular ad valorem property taxation shall not be subject to the Special Tax - this exception contemplates, for example, churches, condominium complex common areas (to the extent the value of such areas is distributed among the condominium units for purposes of ad valorem taxation), and welfare exemptions; C. Property which is not buildable or developable because of some reasonably permanent incapacity shall not be subject to the Special Tax - this contemplates odd parcels or pieces which for historical or other reasons have not been merged into adjacent parcels, but which, because of size or other reasonably permanent disability, do not or cannot comprise a separate building site - provided the owner thereof has a pending application to the County for a lot merger and has supplied proof of these facts satisfactory to the Open Space District (such as confirmation from the appropriate planning department) and has agreed to notify the Open Space District of any change in these facts (if these facts change, and notification is not given, the parcel shall be subject to the Special Tax from and including the year of the change, plus interest, penalties and costs as if the Special Tax has been levied and not paid); and D. Property owned and occupied by a person of at least 62 years of age of low income shall not be subject to the Special Tax - provided that by June 1 of each year such owner/occupant provides satisfactory proof of such status to the Open Space District. "A person of low income" shall mean an owner/occupant of a home where total household income is less than the amount provided in Franchise Tax Board Form 9000 or its successor (California Homeowner Assistance Claim) for the year in which the proof is submitted; and "satisfactory proof' shall mean a completed Form 9000, or a copy of the owner/occupant's Form 9000 filed with the Franchise Tax Board. There is no requirement, under this exception (and despite the use of Form 9000) that the owner/occupant be blind or disabled or that the owner/occupant file a Form 9000 with the Franchise Tax Board. Pursuant to the Mello-Roos Act, properties or entities of state, federal, or other local governments are exempt from the Special Tax except that property not otherwise exempt which is acquired by a public entity through a negotiated transaction, or by gift or devise, remains subject to the Special Tax. In addition, the Mello-Roos Act provides that if Property subject to the Special Tax is acquired by a public entity through eminent domain proceedings, the obligation to pay the Special Tax with respect to that Property for outstanding bonds is to be treated as if it were a special assessment. The Mello-Roos Act further provides that the rate or method of apportionment of the Special Tax may be altered (including reducing or eliminating the authorization to levy the Special Tax), provided that certain change proceedings are conducted, which are required to include a public hearing, opportunity for majority protest, a vote by the Open Space District Board, and an election in which a two-thirds vote of the qualified electors is obtained. The Mello-Roos Act prohibits the Open Space District from conducting change proceedings to reduce the rate of the Special Tax or terminate the levy of the Special Tax unless the Open Space District Board determines that the reduction or termination of the Special Tax "would not interfere with the timely retirement" of the Bonds. Although the Special Tax will constitute a lien on Parcels subject to taxation within the CFDs, it does not constitute a personal indebtedness of the owners of Property within CFDs. There is no assurance that the owners will be financially able to pay the annual Special Tax or that they will pay such Special Tax even if financially able to do so. The risk of the property owners not paying the annual Special Tax is more fully described in "SPECIAL RISK FACTORS".

16 Reserve Fund

The Trust Agreement establishes a Reserve Fund for the Bonds. The reserve fund will be maintained in the amount of the Reserve Requirement described in the Trust Agreement, which amount for the Bonds is an amount equal, as of the date of calculation, to the Maximum Annual Debt Service on the Bonds, which amount may be reduced in the event of partial redemption of the Bonds. The Reserve Requirement for the Bonds will be provided by a Debt Service Reserve Fund Surety Bond (the "Surety Bond") issued by the Bond Insurer.

Amounts (including the Surety Bond) in the Bond Reserve Fund shall be held by the Trustee for the benefit of the owners of the Bonds as a reserve for the payment of the principal of, and interest and any premium on, the Bonds and shall be subject to a lien in favor of the owners of the such Bonds. Except as specified herein below, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account (as established in the Trust Agreement) and the Principal Account (as established in the Trust Agreement), in such order of priority, on any date on which the principal of or interest on the Bonds becomes due and payable, in the event of any deficiency at any time in such accounts of the amount then required for payment of the principal of and interest and any premium on, such Bonds or at any time for the redemption of the applicable Bonds.

The Trustee shall deposit in the Bond Reserve Fund from the Revenue Fund an amount of Revenues necessary to (i) repay any draws on the Surety Bond and pay any amounts owed to the Bond Insurer with respect to the Surety Bond so that the amount on deposit in the Bond Reserve Fund (taking into account the amount then available under the Surety Bond) is equal to the Reserve Requirement for the Bonds. In the event of a draw on the Bond Reserve Fund, the Trustee shall draw on the Surety Bond. In the event of any replenishment of the Reserve Fund after a draw, the Trustee shall apply such amount first to the reinstatement of the principal amount of the Surety Bond and second to the payment of interest and other costs owed to the Bond Insurer under the Surety Bond Agreement. In the event of a reduction in the Bond Reserve Fund due to a Reassessment Prepayment, the Surety Bond shall be reduced to the new Reserve Requirement. The Authority shall pay (but only from Revenues) the Bond Insurer the principal amount of any draws under the Surety Bond and pay all related reasonable expenses incurred by the Bond Insurer, including interest.

In the Trust Agreement, the Authority and the District acknowledge that the Refunding Act requires that amounts received by the District on account of Reassessment Prepayments shall be utilized, in accordance with the Act, for the sole purpose of prior redemption of Local Obligations, and not to pay current, scheduled debt service payments on the Local Obligations. Correspondingly, in order to maintain a proper matching between debt service payments on the Local Obligations and debt service payments on the Bonds, all Revenues received by the Trustee which constitute Reassessment Prepayments when received by the District shall be utilized by the Trustee for extraordinary redemption of Bonds pursuant to the Trust Agreements. There is no provision for prepayment of the Special Taxes.

The Authority covenants in the Trust Agreement for the benefit of the Owners that, as to each separate date upon which Bonds are to be redeemed from the proceeds of Reassessment Prepayments, the Authority shall as nearly as possible apply such Reassessment Prepayments to the redemption of Bonds in the proportion of the original principal amounts.

All Revenues derived from Reassessment Prepayments received by the Trustee shall be immediately deposited in the Prepayment Account within the Revenue Fund under the Trust Agreement, which account the Trustee agrees to establish and maintain. All amounts on deposit in the Prepayment Account shall be transferred to the Redemption Fund to be used to redeem the Bonds pursuant to the Trust Agreement.

No reserve account or fund will be established or maintained for the Local Obligations.

17 Debt Service Reserve Fund Surety Bond

Application has been made to and approved by the MBIA Insurance Corporation (the "Insurer") for a commitment to issue a surety bond (the "Debt Service Reserve Fund Surety Bond"). The Debt Service Reserve Fund Surety Bond will provide that upon notice from the Trustee to the Insurer to the effect that insufficient amounts are on deposit in the Debt Service Fund to pay the principal of (at maturity or pursuant to mandatory redemption requirements) and interest on the Bonds, the Insurer will promptly deposit with the Trustee an amount sufficient to pay the principal of and interest on the Bonds or the available amount of the Debt Service Reserve Fund Surety Bond, whichever is less. Upon the later of: (i) three (3) days after receipt by the Insurer of a Demand for Payment in the form attached to the Debt Service Reserve Fund Surety Bond, duly executed by the Trustee; or (ii) the payment date of the Bonds as specified in the Demand for Payment presented by the Trustee to the Insurer, the Insurer will make a deposit of funds in an account with State Street Bank and Trust Company, N.A., in New York, New York, or its successor, sufficient for the payment to the Trustee, of amounts which are then due to the Trustee (as specified in the Demand for Payment) subject to the Surety Bond Coverage. The available amount of the Debt Service Reserve Fund Surety Bond is the initial face amount of the Debt Service Reserve Fund Surety Bond less the amount of any previous deposits by the Insurer with the Trustee which have not been reimbursed by the Authority. The Authority and the Insurer have entered into a Financial Guaranty Agreement dated June 12, 2002 (the "Agreement"). Pursuant to the Agreement, the Authority is required to reimburse the Insurer, within one year of any deposit, the amount of such deposit made by the Insurer with the Trustee under the Debt Service Reserve Fund Surety Bond. Such reimbursement shall be made only after all required deposits to the Debt Service Fund have been made. Under the terms of the Agreement, the Trustee is required to reimburse the Insurer, with interest, until the face amount of the Debt Service Reserve Fund Surety Bond is reinstated before any deposit is made to the Community Facilities Fund held by the District. No optional redemption of Bonds may be made until the Insurer's Debt Service Reserve Fund Surety Bond is reinstated. The Debt Service Reserve Fund Surety Bond will be held by the Trustee in the Debt Service Reserve Fund and is provided as an alternative to the Authority depositing funds equal to the Debt Service Requirement for outstanding Bonds. The Debt Service Reserve Fund Surety Bond will be issued in the face amount equal to Maximum Annual Debt Service for the Bonds and the premium therefor will be fully paid by the Authority at the time of delivery of the Bonds.

Limited Obligations

The Bonds are special limited obligations of the Authority, payable from the Trust Estate described in the Trust Agreement and secured as to the payment of the principal of and the redemption premiums, if any, and the interest on the Bonds in accordance with their terms and the terms of such Trust Agreement, solely by such Trust Estate. The Bonds shall not constitute a charge against the general credit of the Authority or any of its members, and under no circumstances shall the Authority be obligated to pay principal of or redemption premiums, if any, or interest on the Bonds except from the respective Trust Estate. Neither the State nor any public agency ( other than the Authority) nor any member of the Authority is obligated to pay the principal of or redemption premiums, if any, or interest on the Bonds and neither the faith and credit nor the taxing power of the State or any public agency thereof or any member of the Authority is pledged to the payment of the principal of or redemption premiums, if any, or interest on the Bonds. The payment of the principal of or redemption premiums, if any, or interest on, the Bonds does not constitute a debt, liability or obligation of the State or any public agency ( other than the Authority) or any member of the Authority.

18 County Teeter Plan

The Board of Supervisors of the County, in fiscal year 1993-94, adopted the Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the "Teeter Plan"), as provided for in Section 4701 et. seq. of the California Revenue and Taxation Code, "to accomplish a simplification of the tax-levying and tax-apportioning process and an increased flexibility in the use of available cash resources." This alternative method will, subject to the following, be used for distribution of the reassessments and special taxes.

Pursuant to the Teeter Plan, each taxing entity in the County may draw on the amount of uncollected taxes (including special taxes) and assessments (including reassessments) credited to its fund, in the same manner as if the amount credited had been collected. Under the Teeter Plan, the County establishes a tax loss reserve fund and a tax resource account. The tax losses reserve fund is used exclusively to cover losses occurring in the amount of tax liens as a result of sales of tax-defaulted property. Moneys in this fund are derived from delinquent tax penalty collections.

The amount of taxes extended on a tax-defaulted property determines the cost of redeeming the property. If valuations of tax-defaulted property entered on the roll exceed I% of the total roll, they are not included in any statement of equalized assessed valuations that are the basis for determining bond debt limitations. When tax-defaulted property is sold, the taxes and assessments which constitute the amount required to redeem the property are prorated between apportioned (Teeter) levies and unapportioned (or non-Teeter) levies. Amounts apportioned to the funds at the time of the levy are distributed to the apportioned tax resources accounts. The pro rata share of redemption penalties or interest collected on amounts levied but not apportioned to funds at the time of the levy is distributed to the respective funds. The balance of redemption penalties or interest, together with delinquency penalties is apportioned to the tax losses reserve fund.

The District will be responsible for determining the amount of the reassessment and special tax to be levied on each parcel, which will be entered onto the tax roll. Upon completion of the tax roll, the County Auditor determines the total amount of taxes and assessments actually extended on the roll for each Local Obligation District for which a tax or reassessment levy has been included, and apportions I 00% of the tax and assessment levies to that fund's credit. Such moneys may thereafter be drawn against in the same manner as if the amount credited had been collected. The Board of Supervisors determines which moneys in the County treasury (including those credited to the tax losses reserve fund) shall be available to be drawn on to the extent of the amount of uncollected taxes credit to each fund for which a levy has been included. When amounts are received on the secured tax roll for the current year or for redemption of tax-defaulted property, Teeter Plan moneys are distributed to the apportioned tax resources accounts.

The Teeter Plan is to remain in effect unless the Board of Supervisors orders its discontinuance or prior to the commencement of any fiscal year of the County (which commences on July 1), the Board of Supervisors receives a petition for its discontinuance joined in by resolutions adopted by two-thirds of the participating revenue districts in the County. In such event, the Board of Supervisors is to order discontinuance of the Teeter Plan effective at the commencement of the subsequent fiscal year. The County has never received a petition from any governing board to discontinue the Teeter Plan. In the event that the Teeter Plan or its application to the District special taxes and reassessments are terminated, the amount of the levy of the special taxes and reassessments received by the District would depend upon the collections of the special taxes and reassessments and delinquency rates experienced with respect to the parcels within the Local Obligation Districts.

The Board of Supervisors may, by resolution adopted not later than July 15 of the fiscal year for which it is to apply, after holding a public hearing on the matter, discontinue the procedure under the Teeter Plan in its entirety or with respect to any tax or assessment levying agency in the County. In the event that the Teeter Plan were discontinued by the County with respect to the special taxes or

19 reassessments, the District could experience delinquencies in the receipt of special taxes and/or reassessments. The County at present does not anticipate any action rescinding any or all of the Teeter Plan.

COVENANTS OF THE AUTHORITY AND THE DISTRICT

Payment of Bonds; No Encumbrances

The Authority shall cause the Trustee to promptly pay, from Revenues and other funds derived from the Trust Estate pledged hereunder, the principal of and redemption premium, if any, on and the interest on every Bond issued under and secured hereby at the place, on the dates and in the manner specified herein and in such Bonds according to the true intent and meaning thereof. The Authority shall not issue any bonds, notes or other evidences of indebtedness or incur any obligations payable from or secured by the Trust Estate, other than the Bonds.

Enforcement and Amendment of Local Obligations; No Additional Local Obligations

The Authority, the District and the Trustee, subject to the provisions of this Trust Agreement, shall enforce all of their rights with respect to the Local Obligations to the fullest extent necessary to preserve the rights and protect the security of the Owners hereunder. The Authority, the District and the Trustee may, without the consent of or notice to the Owners of the Bonds, consent to any amendment, change or modification of any Local Obligation that may be required (a) to conform to the provisions hereof (including any modifications or changes contained in any Supplemental Trust Agreement), (b) for the purpose of curing any ambiguity or inconsistency or formal defect or omission, (c) to add additional rights acquired in accordance with the provisions of such Local Obligation, ( d) in connection with any other change therein which is not to the material prejudice of the Trustee or the Owners of the Bonds pursuant to an Opinion of Bond Counsel, or (e) in the Opinion of Bond Counsel, to preserve or assure the exemption of interest on the Local Obligation or the Bonds from federal income taxes or the exemption of such interest from State personal income taxes. If at any time the Authority and the District, as the case may be, shall request the consent of the Trustee to any such proposed amendment, change or modification of a Local Obligation, the Reassessment Local Obligation Resolution, the Special Tax Local Obligation Resolutions (or the Fiscal Agent Agreements approved by said Special Tax Local Obligation Resolutions), the Trustee shall, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or modification to be mailed in the same manner as provided by the Trust Agreement. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file with the Trustee for inspection by all Owners. Nothing contained in this section shall be construed to prevent the Trustee from settling a default under any Local Obligation on such terms as the Trustee may determine to be in the best interests of the Owners. Notwithstanding any other provision hereof, of the Local Obligation Resolutions, of the Fiscal Agent Agreements, of the Reassessment Act, or of the Mello-Roos Act, the District shall not issue or cause to be issued any additional bond, note, local obligation or evidence of indebtedness secured by the reassessments securing the Reassessment Local Obligations, and the District shall be limited to issuing or cause to be issued any additional bond, note, local obligation or evidence of indebtedness secured by the special taxes securing the Special Tax Local Obligations only as provided by the appropriate Fiscal Agent Agreements.

20 The District hereby covenants to take no action to cause the optional redemption of any of the Local Obligations except pursuant to a program which will cause the optional redemption of all Local Obligations then outstanding.

Further Documents

The Authority covenants that it will from time to time execute and deliver such further instruments and take such further action as may be reasonable and as may be required to carry out the purpose hereof; provided, that no such instruments or actions shall pledge the faith and credit or the taxing power of the State or any political subdivision of the State.

Tax Covenants

(a) The Authority and the District will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of interest on the Bonds under Section 103 of the Code. The Authority and the District will not directly or indirectly use or permit the use of any proceeds of the Bonds or any other funds of the Authority or take or omit to take any action that would cause the Bonds to be "private activity bonds" within the meaning of Section 141(a) of the Code or obligations which are "federally guaranteed" within the meaning of Section 149(b) of the Code. The Authority will not allow ten per cent (10%) or more of the proceeds of the Bonds to be used in the trade or business of any nongovernmental units and will not lend five per cent (5%) or more of the proceeds of the Bonds to any nongovernmental units. (b) The Authority and the District will not directly or indirectly use or permit the use of any proceeds of the Bonds or any other funds of the Authority or take or omit to take any action that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. To that end, the Authority and the District will comply with all requirements of Section I 48 of the Code to the extent applicable to the Bonds. In the event that at any time the Authority is of the opinion that for purposes of this section it is necessary to restrict or to limit the yield on the investment of any money held by the Trustee hereunder, the Authority will so instruct the Trustee in writing, and the Trustee will take such actions as directed by such instructions. (c) The Authority will pay or cause to be paid the Rebate Requirement as provided in the Tax Certificate. This covenant shall survive payment in full or defeasance of the Bonds. The Authority will cause the Rebate Requirement to be deposited in the Rebate Fund as provided in the Tax Certificate (which is incorporated herein by reference). The Trustee will conclusively be deemed to have complied with the provisions of this section and the provisions of the Tax Certificate if it follows the directions of the Authority set forth in the Tax Certificate and the Rebate Instructions and shall not be required to take any actions hereunder in the absence of Rebate Instructions from the Authority. ( d) Notwithstanding any provision of this section, if the Authority shall provide to the Trustee an Opinion of Bond Counsel that any specified action required under this section is no longer required or that some further or different action is required to maintain the exclusion from gross income for federal income tax purposes of interest with respect to the Bonds, the Trustee and the Authority and the District may conclusively rely on such opinion in complying with the requirements of this section, and the covenants hereunder shall be deemed to be modified to that extent. (e) The provisions of this section shall survive the defeasance of the Bonds.

21 Maintenance of Existence

The Authority shall maintain the existence, powers and authority of the Authority as a joint exercise of powers authority under the laws of the State.

Financial Statements

The District shall file with the Trustee within one hundred eighty (180) days of the end of each Fiscal Year a copy of the financial statement of the County, which includes the financial information respecting the District. The County's financial statement shall be accompanied by a report and opinion of an Accountant stating that the financial statements have been prepared in accordance with generally accepted accounting principles and that such Accountant's examination was performed in accordance with generally accepted auditing standards. The Trustee shall have no duty to review or examine such financial statements. It is not anticipated that the Authority will have either assets or liabilities which will support the preparation of financial statements respecting the Authority, and for that reason the financial reporting required by this section does not include any such requirement with respect to the Authority.

Continuing Disclosure

Pursuant to the applicable provisions of each of the Local Obligation Resolutions, the District has assumed full responsibility for compliance with continuing disclosure requirements, and the Authority shall have no liability to the Owners of the Bonds or any other person with respect to S.E.C. Rule 15c2-12. Insofar as such continuing disclosure relates to the Bonds, the District is deemed to be acting as agent for the Authority. Notwithstanding any other provision hereof, failure of the District or the Trustee to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; provided, that any Owner or Beneficial Owner may 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 the Local Obligation Resolutions.

Redemption Funds for the Local Obligations

The District expressly acknowledges that, pursuant to the Reassessment Act, the Mello-Roos Act and the Local Obligation Resolutions pursuant to which the Local Obligations are being issued by the District and sold to the Authority, the District, as issuer of the Local Obligations, is legally obligated to establish and maintain separate redemption funds for the respective Local Obligations (the "Local Obligation Redemption Funds") and, so long as any part of the Local Obligations remains outstanding, to deposit into the applicable Local Obligation Redemption Fund, upon receipt, any and all Reassessment Revenues and Special Tax Revenues. The District further acknowledges that, pursuant to the Reassessment Act, the Reassessment Local Obligation Resolution, the Mello-Roos Act and the Special Tax Local Obligation Resolutions, no temporary loan or other use whatsoever may be made of the Reassessment Revenues or the Special Tax Revenues, and the Local Obligation Redemption Funds constitute a trust fund for the benefit of the owners of the respective Local Obligations. The District hereby covenants for the benefit of the Authority, as owner of the Local Obligations, the Trustee, as assignee of the Authority with respect to the Local Obligations, and the Owners from time to time of the Bonds, that it will establish, maintain and administer the respective Local Obligation Redemption Funds, the Reassessment Revenues and the Special Tax Revenues in accordance with their status as trust funds as prescribed by the Reassessment Act, the Mello-Roos Act, the respective Local Obligation Resolutions, and this Trust Agreement.

22 The District further covenants that, no later than ten (10) Business Days prior to each Interest Payment Date and Principal Payment Date of the Bonds, the District will advance to the Trustee against payment on the respective Local Obligations, as assignee of the Authority with respect to the Local Obligations, the interest due on the Local Obligations on such Interest Payment Date and the principal of all Local Obligations maturing on such Principal Payment Date, respectively, and upon receipt by the Trustee, such amounts shall constitute Revenues. The Trustee shall provide written notice to the District no later than February 1 and August 1 of each year during which the Bonds remain outstanding specifying the amount of principal and interest on the Local Obligations required to be paid to the Trustee pursuant to this subsection in each such month. The obligation of the District to make payments on the respective Local Obligations, as provided hereunder, shall not be conditioned upon the receipt of any notice from the Trustee.

Refunding Covenant

The District hereby covenants that any refunding of either the Reassessment Local Obligations or the Special Tax Local Obligations shall be undertaken only as a full, combined refunding of all such Reassessment Local Obligations and all such Special Tax Local Obligations and both of them concurrently, with the result that any optional redemption of the Bonds and any purchase of Bonds in lieu of redemption e shall apply to all remaining Outstanding Bonds with the proceeds of such combined refunding.

PROPERTY TAX ADMINISTRATION

No Judicial Foreclosure

In the event of delinquency in the payment of any installment of an unpaid reassessment or special tax, the District shall not exercise the right of judicial foreclosure with respect to any delinquent Special Taxes or Reassessments, but will rely exclusively on the regular property tax enforcement mechanism.

Collection of Special Taxes and Reassessments

The Special Taxes and Reassessments are enforced and collected as a separate line item on the regular property tax bill. Bills for property taxes on the secured roll are mailed annually by the first of November. Such taxes are due in two installments, on November 1 and February 1 of each fiscal year. If unpaid, such taxes become delinquent on December 10 and April 10, respectively, and a 10% penalty attaches to any delinquent payment. Property on the secured roll with respect to which taxes are delinquent becomes tax-defaulted on or about June 30 of the fiscal year. Such property may thereafter be redeemed by payment of the 10% penalty plus a penalty of 1.5% per month to the time of redemption, plus costs and a redemption fee. Pursuant to Section 3691 of the California Revenue and Taxation Code, tax defaulted property not so redeemed within five years after it has become tax-defaulted becomes subject to sale by the County Treasurer-Tax Collector. The County Treasurer-Tax Collector may deduct reasonable administrative costs incurred in collecting the Special Taxes and Reassessments. The County of Marin charges an annual collection fee of $2.00 per parcel. The District also charges an administrative fee per parcel to cover its out of pocket expense of administering each Local Obligation District. Both the County and the District have agreed to subordinate their annual fees to debt service on the Local Obligation Bonds.

23 Tax Delinquencies

According to the County Auditor's records, delinquencies for the County of Marin have averaged less than 2.0% for the last four years. The delinquency rate as of May 15, 2002 on the regular property tax levy for Parcels in the CFDs and the Reassessment District since formation has been as set forth below:

Pacheco Valle Little Mountain Open Space Open Space Fiscal CFD 1993-1 CFD1997-l Assessment Dist Assessment Dist Year Delinguenc:i,: Delinguencv Delinguenc:i,: Delinguenc:i,: $ % $ % $ % $ % 1995/96 $196 0.06% $42.40 0.18% $104.18 0.24% 1996/97 $294 0.09% $39.56 0.19% $239.44 0.48% 1997/98 $980 0.32% $980 0.32% $38.84 0.19% $510.90 1.05% 1998/99 $1,029 0.33% $],029 0.33% $0.00 0.00% $232.28 0.49% 1999/00 $1,372 0.44% $1,372 0.44% $64.05 0.28% $225.90 0.61% 2000/01 $1,666 0.54% $1,666 0.54% $74.84 0.38% $483.00 1.46% 2001/02 $9,261 2.97% $9,261 2.97% $718.77 3.66% $2,217.87 5.16%

According to the County Auditor's records, CFD 1993-1, which has exact overlapping boundaries with CFD 1997-1, experienced a 0. 54% de! inquency rate or $1,666 out of a total levy of $311,836 for fiscal year 2000/01. Normally, delinquent taxes (and special taxes) in the CFDs and the delinquent reassessments in Reassessment District, have been paid as late payments and no delinquent parcels have gone to tax sale since inception. See also the section "THE LOCAL OBLIGATION DISTRICTS-Special Tax and Reassessment Installment Delinquencies".

Estimates Of Special Tax and Reassessment ReYenues Bond Debt Senrice Ratio

The Special Tax levy, assuming no delinquencies, from CFD No. 1993-1 is estimated to be $311,836 for 2002/03 ($98 x 3, 182 parcels). The same amount is expected from CFD No. 1997-1. The 2002/03 reassessment levy for the Pacheco Valle Open Space District is anticipated to be approximately $19,362, and for the Little Mountain Open Space District $40,308. The anticipated aggregate levy for Special Taxes and Reassessments in the Local Obligation Districts is $683,342. Debt service for the Bonds is anticipated to be $627,706 for the year 2002/03. The 2002/03 debt service on the Bonds is therefore covered by revenues from the local obligations by a factor of 1.089. Maximum annual debt service on the bonds is $632,831 in the year 2020 and anticipated revenues from the Local Obligation levies of Special Taxes and Reassessments as of 2001/02 is $683,342 providing a debt service coverage factor of 1.08. Such ratios may change with addition of new taxable parcels, or an increase in exempt parcels in the CFDs. The ratios may also be changed with payoff of reassessments in the Reassessment District. The tax collections, assuming no delinquencies, expected to be raised from the Maximum Special Tax and Reassessments levied against existing parcels will be at least 1.05 times the revenues required for the Bonds' average annual debt service. The expected available Special Tax and Reassessments levies and Bond debt service payments for the first five years are shown below.

24 ESTIMATED SPECIAL TAX AND REASSESSMENT LEVY ( first five years) District Bond Debt Debt Service CFO 93-1 CFO 97-1 Pacheco Valle Little Mountain Totals Service Coverage %of Local Obligation 46.72% 46.05% 2.46% 4.77% 100.00% Annual Levx 2002/03 311,836 311,836 19,362 40,308 683,342 627,706 1.089 2003/04 311,836 311,836 19,258 38,854 683,296 628,371 1.087 2004/05 311,836 311,836 19,123 38.351 681,416 627,651 1.086 2005/06 311,836 311,836 22,977 37,907 685,478 631,291 1.086 2006/07 11.L.lli 311.836 22.728 36.316 684.231 623.729 1.097 1.559.180 1,559 180 103 448 191 736 3.417, 763 3.138.748 1.089

Sales of Tax-Defaulted Property

Property securing delinquent reassessment and special tax installments which is not sold pursuant to the judicial foreclosure proceedings may be sold, subject to redemption by the property owner, in the same manner and to the same extent as real property sold for nonpayment of general County property taxes. On or before June 30 of the year in which such delinquency occurs, the property becomes tax­ defaulted. This initiates a five-year period during which the property owner may redeem the property. At the end of the five-year period the property becomes subject to sale by the County Treasurerffax Collector. Except in certain circumstances, as provided in the Bond Act and the Mello-Roos Act, the purchaser at any such sale takes such property subject to all unpaid reassessments, interest and penalties, costs, fees and other charges which are not satisfied by application of the sales proceeds and subject to all prior assessments which may have priority.

BOND INSURANCE

Bond Insurance Policy

Concurrently with the issuance of the Bonds, MBIA Insurance Corporation will issue its Municipal Bond Insurance Policy for the Bonds (the "Policy"). The Policy guarantees the scheduled payment of principal of and interest on the Bonds when due as set forth in the form of the Policy included as APPENDIX F to this Official Statement.

The MBIA Insurance Corporation Insurance Policy

The following information has been furnished by MBIA Insurance Corporation ("MBIA") for use in this Official Statement. Reference is made to APPENDIX F for a specimen ofMBIA 's policy. MBIA's policy unconditionally and irrevocably guarantees the full and complete payment required to be made by or on behalf of the Issuer to the Trustee or its successor of an amount equal to (i) the principal of (either at the stated maturity or by an advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the Bonds as such payments shall become due but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement of

25 maturity pursuant to a mandatory sinking fund payment, the payments guaranteed by MBIA's policy shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration); and (ii) the reimbursement of any such payment which is subsequently recovered from any owner of the Bonds pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law (a "Preference"). MBIA's policy does not insure against loss of any prepayment premium which may at any time be payable with respect to any Bonds. MBIA's policy does not, under any circumstance, insure against loss relating to: (i) optional or mandatory redemptions ( other than mandatory sinking fund redemptions); (ii) any payments to be made on an accelerated basis; (iii) payments of the purchase price of Bonds upon tender by an owner thereof; or (iv) any Preference relating to (i) through (iii) above. MBIA's policy also does not insure against nonpayment of principal of or interest on the Bonds resulting from the insolvency, negligence or any other act or omission of the Trustee or any other Trustee for the Bonds. Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of written notice by registered or certified mail, by MBIA from the Trustee or any owner of a Bonds the payment of an insured amount for which is then due, that such required payment has not been made, MBIA on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with State Street Bank and Trust Company, N.A., in New York, New York, or its successor, sufficient for the payment of any such insured amounts which are then due. Upon presentment and surrender of such Bonds or presentment of such other proof of ownership of the Bonds, together with any appropriate instruments of assignment to evidence the assignment of the insured amounts due on the Bonds as are paid by MBIA, and appropriate instruments to effect the appointment of MBIA as agent for such owners of the Bonds in any legal proceeding related to payment of insured amounts on the Bonds, such instruments being in a form satisfactory to State Street Bank and Trust Company, N.A., State Street Bank and Trust Company, N .A. shall disburse to such owners or the Trustee payment of the insured amounts due on such Bonds, less any amount held by the Trustee for the payment of such insured amounts and legally available therefor.

MBIA

MBIA Insurance Corporation ("MBIA") is the principal operating subsidiary of MBIA Inc., a New York Stock Exchange listed company (the "Company"). The Company is not obligated to pay the debts of or claims against MBIA. MBIA is domiciled in the State of New York and licensed to do business in and subject to regulation under the laws of all 50 states, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands, the Virgin Islands of the United States and the Territory of Guam. MBIA has three branches, one in the Republic of France, one in the Republic of Singapore and one in the Kingdom of Spain. New York has laws prescribing minimum capital requirements, limiting classes and concentrations of investments and requiring the approval of policy rates and forms. State laws also regulate the amount of both the aggregate and individual risks that may be insured, the payment of dividends by MBIA, changes in control and transactions among affiliates. Additionally, MBIA is required to maintain contingency reserves on its liabilities in certain amounts and for certain periods of time. MBIA does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding the policy and MBIA set forth under the heading "BOND INSURANCE". Additionally, MBIA makes no representation regarding the Bonds or the advisability of investing in the Bonds. The Financial Guarantee Insurance Policies are not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of the New York Insurance Law.

26 MBIA Information

The following documents filed by the Company with the Securities and Exchange Commission (the "SEC") are incorporated herein by reference: (I) The Company's Annual Report on Form 10-K for the year ended December 31, 2000; (2) The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001; and (3) The report on Form 8-K filed by the Company on January 30, 2001. Any documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended, after the date of this Official Statement and prior to the termination of the offering of the Bonds offered hereby shall be deemed to be incorporated by reference in this Official Statement and to be a part hereof. Any statement contained in a document incorporated or deemed to be incorporated by reference herein, or contained in this Official Statement, shall be deemed to be modified or superseded for purposes of this Official Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Official Statement. The Company files annual, quarterly and special reports, information statements and other information with the SEC under File No. 1-9583. Copies of the SEC filings (including (1) the Company's Annual Report on Form 10-K for the year ended December 31, 2000, (2) the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, and (3) the report on Form 8-K filed by the Company on January 30, 2001) are available (i) over the Internet at the SEC's web site at http://www.sec.gov; (ii) at the SEC's public reference room in Washington D.C.; (iii) over the Internet at the Company's web site at http://www.mbia.com; and (iv) at no cost, upon request to MBIA Insurance Corporation, 113 King Street, Armonk, New York 10504. The telephone number of MBIA is (914) 273- 4545. As of December 31, 2000, MBIA had admitted assets of $7.6 billion (audited), total liabilities of $5.2 billion (audited), and total capital and surplus of $2.4 billion (audited) determined in accordance with statutory accounting practices prescribed or permitted by insurance regulatory authorities. As of September 30, 2001, MBIA had admitted assets of $8.4 billion (unaudited), total liabilities of $6.0 billion (unaudited), and total capital and surplus of $2.4 billion (unaudited) determined in accordance with statutory accounting practices prescribed or permitted by insurance regulatory authorities.

Financial Strength Ratings of MBIA

Moody's Investors Service, Inc. rates the financial strength of MBIA "Aaa." Standard & Poor's, a division of The McGraw-Hill Companies, Inc. rates the financial strength of MBIA "AAA." Fitch, Inc. rates the financial strength of MBIA "AAA." Each rating of MBIA should be evaluated independently. The ratings reflect the respective rating agency's current assessment of the creditworthiness of MBIA and its ability to pay claims on its policies of insurance. Any further explanation as to the significance of the above ratings may be obtained only from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold the Bonds, and such ratings may be subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal of any of the above ratings may have an adverse effect on the market price of the Bonds. MBIA does not guaranty the market price of the Bonds nor does it guaranty that the ratings on the Bonds will not be revised or withdrawn.

27 In the event the Insurer were to become insolvent, any claims arising under a policy of financial guaranty insurance are excluded from coverage by the California Insurance Guaranty Association, established pursuant to Article 14.2 (commencing with Section 1063) of Chapter 1 of Part 2 of Division 1 of the California Insurance Code.

ESTIMATED SOURCES AND USES OF FUNDS

THE REVENUE BONDS Sources of Funds Principal Amount of Bonds $8,910,000 Total Sources $8,910,000 Uses of Funds Purchase of Local Obligation Bonds $8,489,000

Deposit to Cost oflssuance Fund (ll 331,900 Underwriter's Discount 89,100 Total Uses $8,910,000

(I) Includes Bond Counsel fees, rating agency fees, Official Statement printing, initial fees and expenses of the Trustee, insurance premium, debt service reserve surety and costs of issuance of the Local Obligations.

THE LOCAL OBLIGATION BONDS Sources of Funds Principal Amount of Bonds $8,489,000 Reserve Fund 204,746 Debt Service Fund 139,601 Net Collection-April 2002 1,906 Total Sources $8,835,253 Uses of Funds Cost of Escrow Securities (New Proceeds) $8,241,226 Cost of Escrow Securities (Prior Bond Proceeds) 51,617 Deposit to New Proceeds Fund 541,881 Beginning Cash Escrow Balance 529 Total Uses $8,835,253

REVENUESANDFUNDSFORBONDS

There is hereby established with the Trustee, and the Trustee hereby agrees to maintain, the following special trust funds for the Bonds, which the Trustee shall keep separate and apart from all other funds and moneys held by it: the Revenue Fund, the Interest Fund, the Principal Fund, the Expense Fund, the Redemption Fund, the Proceeds Fund, the Reserve Fund, the Local Obligation Fund and the Rebate Fund. The proceeds received from the sale of the Bonds on the Closing Date and other funds received by the Trustee on or before the Closing Date shall be applied by the Trustee on the Closing Date as follows: (a) The Trustee shall deposit in the Expense Fund the sum of $331,900; and (b) The Trustee shall deposit the balance of such proceeds, in the amount of $8,489,000, in the Proceeds Fund.

28 In lieu of any cash deposit in the Reserve Fund, the Trustee shall deposit the Reserve Facility in the Reserve Fund on the Closing Date.

Proceeds Fund. Amounts in the Proceeds Fund shall be applied on the Dated Date by the Trustee upon receipt of a Written Order of the Authority to the purchase of the Local Obligations designated in such Written Order. If any amount shall remain in the Proceeds Fund following such purchase, such amount shall be deposited by the Trustee in the Revenue Fund.

Local Obligation Fund. All Local Obligations acquired by the Trustee pursuant to Section 5.03 shall be registered in the name of the Trustee, as assignee of the Authority, and shall be deposited in the Local Obligation Fund, which the Trustee shall establish and maintain. Neither the Trustee nor the Authority may sell the Local Obligations without the prior written consent of the Bond Insurer.

Revenue Fund. All Revenues received by the Trustee, other than Revenues derived from Reassessment Prepayments or Special Tax Eminent Domain Prepayments (which shall be deposited in the Prepayment Account and administered in accordance with Section 5.06), shall be deposited by the Trustee into the Revenue Fund. Not later than one (I) Business Day prior to each Interest Payment Date and Principal Payment Date on the Bonds, the Trustee shall transfer Revenues from the Revenue Fund, in the amounts specified in the Trust Agreement, and in that same order of priority, for deposit into the respective Funds specified therein, the requirements of each Fund to be fully satisfied, leaving no deficiencies therein, prior to any deposit into any Fund later in priority.

Revenues Derived From Reassessment Prepayments or Special Tax Prepavments (a) The Authority and the District acknowledge that the Reassessment Act and the Mello-Roos Act, respectively, require that amounts received by the District on account of Reassessment Prepayments or Special Tax Eminent Domain Prepayments, as the case may be, shall be utilized, in accordance with the Reassessment Act or the Mello-Roos Act, as the case may be, for the sole purpose of prior redemption of the corresponding Local Obligations, and not to pay current, scheduled debt service payments on the corresponding Local Obligations. Correspondingly, in order to maintain a proper matching between debt service payments on the corresponding Local Obligations and debt service payments on the Bonds, all Revenues received by the Trustee which constitute Reassessment Prepayments or Special Tax Eminent Domain Prepayments, when received by the District, shall be transferred to the Trustee and shall be utilized by the Trustee pursuant to the Trust Agreement. The District shall provide the Trustee with written notification of any amounts sent to the Trustee by the District which constitute Reassessment Prepayments, and the Authority shall provide the Trustee with written notification of any amounts sent to the Trustee by the Authority which constitute Special Tax Eminent Domain Prepayments. (b) In connection with any prepayment of reassessments or special tax obligations, the District (in the case of Reassessment Prepayments) and the Authority (in the case of Special Tax Eminent Domain Prepayments) shall provide a credit to the prepaying property owner on account of the cash deposits to the Reserve Fund. To facilitate the establishment of the amount of such credit, the District shall provide the Trustee, concurrently with the transfer of the proceeds of such Reassessment Prepayments and Special Tax Eminent Domain Prepayments, respectively, with a Written Order specifying the amount to be withdrawn from the Reserve Fund being maintained by such Trustee and transferred to the Prepayment Account along with the proceeds of such Reassessment Prepayments or Special Tax Eminent Domain Prepayments, as the case may be; provided, however, that such credit shall only be available to the extent that, following such credit and the corresponding reduction of the Reserve Requirement as provided in Section 5.1 O(d) of the Trust Agreement, the Reserve Fund shall be funded to the Reserve Requirement. (c) All Revenues derived from Reassessment Prepayments or Special Tax Eminent Domain Prepayments received by the Trustee shall be immediately deposited in the Prepayment Account within the Revenue Fund, which account the Trustee agrees to establish and maintain. All other amounts on deposit in the Prepayment Account shall be transferred to the Redemption Fund to be used to redeem Bonds pursuant to the Trust Agreement. 29 Interest Fund. The Trustee shall deposit in the Interest Fund not less than one Business Day before each Interest Payment Date from the Revenue Fund an amount of Revenues which together with any amounts then on deposit in the Interest Fund is equal to the interest on the Bonds due on such date. On each Interest Payment Date, the Trustee shall pay the interest due and payable on the Bonds on such date from the Interest Fund. All amounts in the Interest Fund shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it shall become due and payable.

Principal Fund. After satisfying the requirements of the foregoing Section 5.07 of the Trust Agreement respecting deposits in the Interest Fund, the Trustee shall deposit in the Principal Fund not less than one Business Day (i) before each March 15 from the Revenue Fund an amount of Revenues which is equal to one-half of the principal amount of Bonds maturing on the next succeeding September 15 and (ii) before each September 15 from the Revenue Fund an amount of Revenues which, together with any amounts then on deposit in the Principal Fund ( other than amounts previously deposited on account of any Bonds which have matured but which have not been presented for payment), is sufficient to pay the Principal Installments on the Bonds when due on such Principal Payment Date. The Trustee shall pay from amounts in the Principal Fund the Principal Installments when due upon presentation and surrender of the Bonds.

Expense Fund. The District covenants for the benefit of the Trustee that, in establishing each year the amount of reassessment installments and the amount of special taxes, provision shall be made for inclusion in such reassessment installments and special taxes to be levied for the ensuing tax year amounts sufficient to pay the Expenses estimated to become payable during such ensuing tax year, whether to the Trustee or to other Persons. The amount of such estimated Expenses shall be allocated to the Reassessment Local Obligations and to the Special Tax Local Obligations in proportion to their respective principal amounts of Local Obligations outstanding. In addition to timely payment of the principal of and the interest and redemption premiums, if any, on the Local Obligations, the District shall also deposit with the Trustee amounts representing Expenses payable to the Trustee and Expenses payable to any other party by the Trustee. Amounts in the Expense Fund shall be applied by the Trustee to the payment of Expenses upon receipt of a Written Order of the Authority stating the Person to whom payment is to be made, the amount and purpose of the payment and that the payment is a proper charge against the Expense Fund, but the Trustee shall not be obligated to pay any such amount which exceeds the balance then in the Expense Fund.

Reserve Fund. (a) The Trustee shall deposit in the Reserve Fund a sum which, when added to the face amount of the Reserve Facility, shall be equal to the Reserve Requirement. After satisfying the requirements of the foregoing Sections 5.07 and 5.08 of the Trust Agreement respecting deposits in the Interest Fund and the Principal Fund, the Trustee shall deposit in the Reserve Fund from the Revenue Fund an amount of Revenues necessary to (i) repay any draws on the Reserve Facility and pay any amounts owed to the Bond Insurer with respect to the Reserve Facility and (ii) replenish the cash portion of the Reserve Fund so that the amount on deposit in the Reserve Fund (taking into account the amount then available under the Reserve Facility) is equal to the Reserve Requirement. Except as provided in subsections (b) and ( d) below, all amounts in the Reserve Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on or the principal of, the Bonds; but solely in the event that insufficient moneys are available in the Interest Fund, the Principal Fund or the Redemption Fund for such purpose. (b) Except as provided in Section 6.02(d) of the Trust Agreement, the Trustee shall retain in the Reserve Fund all earnings on amounts on deposit in the Reserve Fund, which amounts shall be applied as provided in subsection (a) hereof. (c) In the event of a draw on the Reserve Fund, the Trustee shall withdraw all cash prior to making any draw on the Reserve Facility except that the Bond Insurer may consent in writing to a draw on the Reserve Facility prior to withdrawal of all cash. In the event of any replenishment of the Reserve Fund after a draw, the Trustee shall apply such amounts first to the reinstatement of the principal amount of the Reserve Facility, second to the payment of interest and other costs owed to the Bond Insurer

30 with respect to the Reserve Facility and third to deposit in the Reserve Fund to bring the Reserve Fund up to the Reserve Requirement. (d) The Reserve Requirement shall be reduced by the amount of any withdrawal from the Reserve Fund in connection with a Reassessment Prepayment or Special Tax Prepayment, as provided in the Trust Agreement. In such event, any reduction in the Reserve Fund shall be made pro rata among the cash and the Reserve Facility as directed by the Authority, so that after such reduction, the amount of the Reserve Fund represented by the Reserve Facility, assuming that any draws on the Reserve Facility have been reinstated under the terms of the Policy and this Agreement, shall be proportionally the same as before the prepayment. The amount of the cash reduction shall be withdrawn from the Reserve Fund and transferred to the District or the Authority, as the case may be, to be used as a credit against the Reassessment Prepayment; provided, that after such transfer the amount in the Reserve Fund (taking into account the amount then available under the Reserve Facility) shall not be less than the Reserve Requirement. (e) Upon any payment by the Bond Insurer under the Reserve Facility, the Bond Insurer shall furnish to the Authority written instructions as to the manner in which payment of amounts owed to the Bond Insurer as a result of such payment under the Reserve Facility shall be made. (f) The Authority shall pay the Bond Insurer the principal amount of any draws under the Reserve Facility and pay all related reasonable expenses incurred by the Bond Insurer and shall pay interest thereon from the date of payment by the Bond Insurer at the Late Payment Rate (as said term is defined in the Reserve Facility). If the Authority shall fail to pay any Policy Costs in accordance with this subsection (f), the Bond Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under Article VIII of this Trust Agreement. This Trust Agreement shall not be discharged until all Policy Costs owing to the Bond Insurer shall have been paid in full. The Authority's obligation to pay such amounts shall expressly survive payment in full of the Bonds. The Authority expressly acknowledges that in addition to all other requirements specified by Section 3 .02 of this Trust Agreement respecting the issuance of Additional Bonds, and as a condition to providing the prior written consent of the Bond Insurer expressly required by said Section 3.02 of the Trust Agreement as a condition precedent to the issuance of Additional Bonds, all Policy Costs owing to the Bond Insurer shall have been paid in full. (g) The Trustee shall take any and all steps necessary in order to allow for the timely liquidation or withdrawal from any investment of amounts on deposit in the Reserve Fund such that any such amounts which are needed to pay the interest on or principal of the Bonds will be available on the applicable Interest Payment Date or Principal Payment Date, as the case may be. Redemption Fund. (a) All money held in or transferred to the Redemption Fund pursuant to Section 5.06( d) shall be used for the purpose of redeeming or purchasing all or a portion of the Outstanding Bonds pursuant to Sections 4.02 and 4.08 of the Trust Agreement. (b) The Trustee shall use amounts in the Redemption Fund for the payment of the redemption price of Bonds called for redemption pursuant to the Trust Agreement or the purchase price of Bonds purchased pursuant to the Trust Agreement, together with accrued interest to the redemption or purchase date. Rebate Fund. The Trustee agrees to establish and maintain a Fund separate from any other fund established and maintained hereunder designated the Rebate Fund. The Trustee shall deposit in the Rebate Fund, from funds made available by the Authority, the Rebate Requirement, all in accordance with Rebate Instructions received from the Authority. The Trustee will apply moneys held in the Rebate Fund as provided in the Trust Agreement and according to written instructions provided by the Authority. Subject to the provisions of the Trust Agreement, moneys held in the Rebate Fund are hereby pledged to secure payments to the United States of America, and the Authority and the District and the Owners will have no

31 rights in or claim to such moneys. The Trustee will invest all amounts held in the Rebate Fund in Investment Securities as directed in writing by the Authority and all investment earnings with respect thereto shall be deposited in the Rebate Fund. Upon receipt of the Rebate Instructions required by the Tax Certificate to be delivered to the Trustee, the Trustee will remit part or all of the balance held in the Rebate Fund to the United States of America as so directed. In addition, if the Rebate Instructions so direct, the Trustee will deposit money into or transfer money out of the Rebate Fund from or into such Funds as the Rebate Instructions shall direct. The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority including supplying all necessary information in the manner provided in the Tax Certificate to the extent such information is reasonably available to the Trustee, and shall have no liability or responsibility to monitor or enforce compliance by the Authority with the terms of the Tax Certificate. The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this section, other than from moneys held in the Rebate Fund or from other moneys provided to it by the Authority. The Trustee shall not be responsible for computing the Rebate Requirement. Computations of the Rebate Requirement shall be furnished to the Trustee or on behalf of the Authority in accordance with the Tax Certificate. Notwithstanding any other provision hereof, including in particular Article XII pertaining to defeasance, the obligation of the Authority to remit the rebate amounts to the United States of America and to comply with all other requirements of this section and the Tax Certificate shall survive the defeasance or payment in full of the Bonds.

DEBT SERVICE SCHEDULE

The following is the debt service schedule for the Bonds based on the interest rates and maturity schedule set forth on the cover of this Official Statement, assuming no early principal redemptions.

32 MARIN COUNTY OPEN SPACE FINANCING AUTHORITY Series 2002 Revenue Bonds Scheduled Debt Service Period Ending Annual Sentem her 15 Princinal Interest Debt Service 2002 195,000 103,298.59 298,298.59 2003 255,000 372,706.26 627,706.26 2004 260,000 368,371.26 628,371.26 2005 265,000 362,651.26 627,651.26 2006 275,000 356,291.26 631,291.26 2007 275,000 348,728.76 623,728.76 2008 280,000 340,478.76 620,478.76 2009 300,000 331,098.76 631,098.76 2010 305,000 320,298.76 625,298.76 2011 315,000 308,708.76 623,708.76 2012 325,000 296,423.76 621,423.76 2013 345,000 283,423.76 628,423.76 2014 355,000 268,933.76 623,933.76 2015 370,000 253,491.26 623,491.26 2016 385,000 237,026.26 622,026.26 2017 405,000 219,316.26 624,316.26 2018 425,000 200,281.26 625,281.26 2019 450,000 179,881.26 629,881.26 2020 475,000 157,831.26 632,831.26 2021 440,000 134,081.26 574,081.26 2022 460,000 112,081.26 572,081.26 2023 485,000 89,081.26 574,081.26 2024 515,000 64,831.26 579,831.26 2025 235,000 38,437.50 273,437.50 2026 250,000 26,393.76 276,393.76 2027 265,QQQ 13,581.26 218,581.26 TOTALS 8,910,000 5,787,728.83 14,697,728.83

THE COUNTY

Marin County, incorporated on February 18, 1850 as a general law county, is one of California's original 27 counties. One of the nine Bay Area counties, Marin County is linked to San Francisco by the Golden Gate Bridge and to the East Bay by the Richmond-San Rafael Bridge. It is bordered on the north and northeast by Sonoma County and on the west by the Pacific Ocean. The 588 square miles of Marin offer a wide variety of topography, climate, and vegetation, from the tidal flats of the coastline to the slopes of Mt. Tamalpais rising 2,600 feet above sea level; from the dense stands of redwood and pine to the inland grasslands and exposed rocky areas, and the coastal fogs that temper the warm inland temperatures in summer. Marin County has a population of approximately 247,289.

The County of Marin is governed by a five-member Board of Supervisors elected by district and they are to live in the district they represent. The Supervisors also serve as the governing board of the Open Space District, among others.

The County Administrative Officer manages the activities of the County's departments and the County Counsel provides legal counsel to the Board of Supervisors. Both officers are hired by and are directly responsible to the Board of Supervisors. Other elected officials include the Assessor, Auditor­ Controller, Sheriff-Coroner, District Attorney, Clerk, Recorder, and Treasurer-Tax Collector.

33 The CFD's include all of the City of Belvedere and the majority of the area in the Town of Tiburon. In its May 2002 issue and based on median sales prices of single family homes over the past two years, Worth Magazine ranked Belvedere and Tiburon as the 3th and 23'ct richest towns, respectively, in America. In 1999, Marin had a per capita income (PCPI) of $57,982. This PCPI ranked 1st in the State and was 194% of the State average ($29,856) and 203% of the national average ($28,546). The 1999 PCPI reflected an increase of 5.5% from 1998. The 1998-99 State change was 5.6% and the national change was 4.5%. In 1999, Marin had a total personal income (TPI) of $13,728,268 (estimate). This TPI ranked 15th in the State and accounted for 1.4% of the State total. The 1999 TPI reflected an increase of 5.6% from 1998

THE OPEN SPACE DISTRICT

The Open Space District was established in 1972 by general election as a tax-supported public agency. The Open Space District acquires and stewards greenbelts and environmentally significant lands targeted for preservation in the Marin Countywide Plan. Since its beginning, the Open Space District has contributed to the acquisition of over 16,000 acres in Marin County. The Open Space District now manages over 13,000 acres within 33 Open Space Preserves.

Open Space Preserves are managed for preservation of natural environment and the enjoyment of the public. They are used and loved by hikers, equestrians, bicyclists, picnickers, joggers, photographers, canoeists, birdwatchers, and anyone who wishes to renew their feelings of kinship with nature or simply wants "room to breathe". These preserves also provide an undisturbed habitat in which native plant and animal communities can flourish.

The County's Board of Supervisors serves as the governing board of the Open Space District.

THE AUTHORITY

The Authority is a joint powers authority, organized pursuant to a Joint Exercise of Powers Agreement, dated as of April 1, 2002 (the "JPA Agreement"), between the County and the District. The JPA Agreement was entered into pursuant to Article 1 ( commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code. The Authority is a separate entity constituting a public instrumentality of the State of California and was formed for the public purpose of assisting in financing and refinancing projects pursuant to the Marks-Roos Law, the Bond Law and the Mello-Roos Act for the benefit of the District and County.

The Authority is governed by a five-member board of directors. The Board of Supervisors of the County constitutes the governing board of the Authority. The Authority is specifically granted all of the powers specified in the Marks-Roos Law, the Bond Law and the Mello-Roos Act, including but not limited to the power to issue bonds and to sell such bonds to public or private purchasers at public or by negotiated sale.

34 THE LOCAL OBLIGATION DISTRICTS

The Local Obligation Bonds total $8,489,000. The par value of each Local Obligation Bond issue is utilized as the basis for determining value to lien ratios and other statistical analyses in this section. See the section "ESTIMATED SOURCES AND USES OF FUNDS".

The CFDs

CFD 1993-1 (Old St. Hilary's Open Space) Series A (1995) and CFD 1997-1 (Old St. Hilarv's Open Space) Series 1997 The two CFDs are virtually identical with respect to the maximum authorized annual tax levy of $98.00 per parcel, area, number of parcels, exempt parcels, ownership of parcels, geographic area and location and purpose. They are differentiated by different elections at different times and by the property that was purchased with their respective proceeds. The land area in the CFDs is approximately 1,543 .469 acres.

On June 8, 1993, voters in CFD 1993-1 authorized by an 84% favorable vote up to $6,000,000 in bonded indebtedness and an annual levy of a Special Tax not to exceed $98.00 per parcel. On January 30, 1995, the CFD 1993-1 (Old St. Hilary's Open Space Series A ( 1995) Bonds (the "CFD 1993-1 Bonds") were issued for $3,590,000. The voters on June 3, 1997 authorized by a 68.2% favorable vote additional bond indebtedness up to $6,000,000 and an annual levy of a Special Tax not to exceed $98.00 per parcel and CFD 1997-1 (Old St. Hilary's Open Space) Series 1997 Bonds (the "CFD 1997-1 Bonds") were issued for $4,000,000.

Both the CFD 1993-1 Bonds and CFD 1997-1 Bonds were issued to provide funds to pay costs of acquisition and maintenance of real property to be preserved as public open space on the Tiburon peninsula. Current bonds outstanding for the CFD 1993-1 Bonds and CFD 1997-1 Bonds are $3,285,000 and $3, 730,000, respectively.

The CFD 1993-1 Bonds and CFD 1997-1 Bonds are co-terminus districts with 3,182 taxable parcels net of parcels exempt due to ownership, zoning, owner income or other status.

Property ownership within the CFDs is highly diversified. No single private owner is responsible for more than 0.8% percent of the total annual debt service. As reflective of the diversity of ownership, the largest zoning category within this district is improved single family residential units which is responsible for 70.18% of the annual special tax levy. The majority (93. 78%) of parcels in this district are improved. % of Total Allocable Overall CFD 1993-1 & 97-1 Annual Bond Debt Value- No. of Annual Special Max Special (based on Total 2001/02 to-Lien Land Use Description Parcels Tax Levv Tax Levv $7,891.000) Assessed Value Ratio Residential, Improved 2,923 91.86% $572,908 $7,248,709.30 $2,275,499,212 313.92 Residential, Unimproved 192 6.03% 37,632 476,138.28 $67,034,827 140.79 Commercial, Improved 60 1.89% 11,760 148,793.21 $64,933,147 436.40 Commercial, Unimproved 6 0.19% 1,176 14,879.32 $465,891 31.31 Other, Developed __1 0.03% 196 2,479.89 1 984 000 800.04 Total 3,182 100.00% $623,672 $7,891,000.00 $2 409,917.077 305.40 Source: Assessed Value and Ownershin--2001/02Marin Countv Secured Prooertv Roll comoiled bv MuniFinancial

35 Composition of Parcels In The CFDs

% of Total Parcels Annual Tax Land Use Descri12tion 179 5.63% Single Family, Unimproved (vacant) 2,233 70.18 Single Family, Improved (developed) 13 .41 Multifamily Residential, Unimproved 219 6.88 Multifamily Residential, Improved 471 14.80 Condominium 6 .19 Commercial, Unimproved 60 1.89 Commercial, Improved __l .03 Open Space Contract, Improved 3,182 Total Breakdown of Assessable Parcels Source: MuniFinancia/

Estimated Value

The 2001/02 County Assessor's value for property both land and improvements (the "Assessed Value") in the CFDs, net of exemptions, is $2,409,917,077. There are approximately 3, 182 taxable parcels in the CFDs subject to the special tax. Approximately 56 parcels are exempt due to public properties, unbuildable parcels and low income qualification as per the Rate and Method of Apportionment of Special Tax as further described in APPENDIX A. (See ·'SECURITY FOR THE BONDS-Exempt CFD Parcels"). Elimination of additional qualifying taxable parcels may reduce the total assessed value and number of Parcels securing the Special Tax, but not to an extent such as to be considered detrimental to the security or timely repayment of the Bonds. (See "SECURITY FOR THE BONDS-The Special Tax").

MARIN COUNTY OPEN SPACE FINANCING AUTHORITY CFD 1993-1 and 1997-1 Assessed Value-to-Lien bv Category 2001/02 2001/02 Aggregate Aggregate Assessed 2001/02 Value to Lien Number of Allocated % of Total Assessed Land Structure Total_Assessed Cate2on: Parcels Bond Debt Bond Debt Value Value Value Greater Than 30: 1 3,046 $7,553,735 95.73% $1,264,276,741 $1,141,555,157 $2,405,831,898 20 to 29.9:1 46 114,075 1.45% 2,376,235 615,639 2,991,874 10 to 19.9:1 19 47,118 0.60% 652,093 43,128 695,221 5to9.9:1 14 34,718 0.44% 220,362 1,620 221,982 2.9 to 4.9:1 10 24,799 0.31% 90,324 6,986 97,310 Less than 3* ____Al 116,555 1.48% 78 792 0 78 792 Total 3,182 $7,891,000 100.00% $1,267,694,547 $1,142,222,530 $2,409,917 ,077 Source: Assessed Value and Ownership-2001/02 Marin County Secured Property Roll, compiled by MuniFinancial •45 of the 47 parcels are Residential. Unimoroved· the other 2 oarcels are Commercial Unimoroved.

36 District Objectives

The objective of the CFDs is the acquisition and maintenance of real property to be preserved as public open space. In the vicinity of Tiburon and Belvedere, the District bases its land acquisition priorities on the South Tiburon Ridge Open Space Study, sponsored by the "Last Chance Committee", and dated December 2, 1992. According to the Study, land acquisition priorities were: 1. Ridge lines and prominent viewpoints; and 2. Public trail connections, land important to the preservation of Old St. Hilary's Landmark, and areas containing endangered species.

Lands acquired by the District with proceeds of the Prior CFO Bonds are listed below: APN No. Acreage Previous Owner 058-100-38 15.7 The Terraces at Tiburon General Partnership 058-240-22 0.1 The Terraces at Tiburon General Partnership 058-100-20 88.86 Pine Street Management Corporation 058-100-21 12. l Pine Street Management Corporation

Combined purchase price for APN 058-100-38 and 058-240-22 was $1,100,000. These parcels were acquired by the District in 1995.

Funding Source: Marin County Open Space District $200,000 CFO 1993-1 650,000 Marin Community Foundation 150,000 Town of Tiburon 100,000 Total $1,100,000

Combined purchase price for APN 058-100-20 and 058-100-21 was $6,800,000 plus $236,125 interest payment on promissory note related to Deed of Trust. This was a phased purchase; parcels were acquired by the District in 1996 and 1997.

Funding Source: CFO 1993-1 $2,550,000 Town of Tiburon 500,000 Marin County Open Space District 300,000 Marin Community Foundation 150,000 CFO 1997-1 3,536,125 Total $7,036,125

37 Lands possibly to be acquired by the District include the following: APN No. Owner Deed Date Status Location 058-100-09 BRC property Holdings LLC 8/13/98 Unimproved County 058-100-54 No longer exists - see 058-100-72 & 73 039-241-01 Xanadu Property Holdings 8/19/98 Unimproved Tiburon 059-231-02 Anders & Terri Swahn 6/9/00 Unimproved County 059-251-05 Martha Co. 11/22/76 Unimproved County

Property Ownership Property ownership within the District is highly diversified with the five largest single private ownerships subject to the Special Tax shown below: Number of Percentage of Annual Private Pro2erty Owner Parcels S2ecial Tax Levx Neds Way Garden Homes LLC 25 0.78% Abrams, Barbara Z Trust et al 17 0.54% Belvedere Land Company 14 0.44% Lizza, Tiberio P 13 0.41% Richardson Bay Land Co. 9 0.28% 2.45% Failure of property owners in the CFO to pay installments of Special Taxes when due could result in the depletion of the Reserve Account prior to reimbursement from the tax sale of delinquent property or payment of the delinquent Special Tax. In that event, there could be a delay in payments of the principal of and interest on the Bonds. The only asset of each owner which constitutes security for payment of the Special Tax is his or her property holdings located within the CFO against which the Special Tax is levied. See "SPECIAL RISK FACTORS-Bankruptcy and Foreclosure Delays" and "SECURITY FOR THE BONDS".

The Site The CFDs are located in the Southern portion of Marin County, which is across the Golden Gate Bridge to the north of San Francisco, and is commonly referred to as the Tiburon Peninsula. The geography is largely hillside and surrounded on three sides ( east, south and west) by the San Francisco Bay. The City of Belvedere, that portion of the Town of Tiburon south of Trestle Glen Blvd., and some unincorporated areas of Marin County, primarily on the east side of the Peninsula, makeup CFD 1993-1. The community is largely residential with some supportive retail properties. The close proximity to San Francisco (15 miles), a rural atmosphere, often spectacular views, and excellent schools create a high demand for homes in the District causing prices to be among the highest in the San Francisco Bay area.

Access Access to the CFDs is on Tiburon Blvd. (Highway 131) off of U.S. 101. The CFDs start approximately 3 miles from U.S. 101 and runs to the southern tip of the Tiburon Peninsula.

Flood Hazard And Special Studies Seismic Zone None of the parcels in the CFDs are located in a federally-mapped flood hazard area or in the Alquist-Priolo's Special Studies Seismic Zone.

38 The Reassessment District

The Reassessment District is the consolidation of two previously separate assessment districts, the Pacheco Valle Open Space Assessment District and the Little Mountain Open Space Assessment District. A description of each is set forth below.

Pacheco Valle Open Space Assessment District The Pacheco Valle Open Space Assessment District is a special assessment district organized by the District pursuant to the Bond Act and the Resolution of Intention No. 94-10 adopted November I, 1994. The Pacheco Valle Open Space District is within the southern city limits of the City of Novato, on the west side of U.S. 101 and runs west approximately one mile on either side of Alameda de! Prado, Oak Forest Road, and Pacheco Creek Drive. It encompasses land area of approximately 63.117 acres. The City of Novato is located in Marin County, approximately 29 miles north of San Francisco and 37 miles northwest of Oakland. Geography in the Pacheco Valle Open Space District is largely hillside. The City of Novato is largely residential with supportive retail and commercial properties. The Pacheco Valle Open Space District is comprised of 592 improved residential parcels, 3 unimproved residential parcels, 2 commercial parcels (1 improved) owned and occupied by the local newspaper, the Marin Independent Journal, a Gannett publication, and 1 exempt parcel which is still subject to the open space assessment. The Pacheco Valle Open Space District totals 406 assessable parcels.

The objective of the Open Space District within the Pacheco Valle Open Space District was the acquisition and maintenance of a 179 acre parcel to be preserved as public open space. The Pacheco Valle Open Space District bonds were issued in March 15, I 995 with an original par amount of $246,309.34. Remaining outstanding principal balance is $212,000.

Composition of Parcels In The Pacheco Valle Open Space District The Pacheco Valle Open Space District is comprised of 598 parcels, 408 of which are having their assessment paid in annual installments. The balance of the parcels (I 90) with assessments have been paid in full. Nineteen (I 9) of the parcels in this district were non-assessable.

MARIN COUNTY OPEN SPACE FINANCING AUTHORITY Pacheco Valle Open Space District Parcel Totals bv Development Status % of Reassmnt Lien in Aggregate 2001/2002 Pacheco Valle Reassessment Total Assessed Value to Develo[!ment Status Parcels O[!en S[!ace District Lien Value Lien Residential, Improved 401 95.30% $194,420.05 $117,019,603 601.89 Residential, Unimproved 3 1.31% 2,682.51 499,142 186.07 Commercial, Improved 0.56% 1,149.66 8,888,698 7,731.59 Commercial, Unimproved _3 2.82% 5.747.78 1,705.078 296.65 Totals 408 100.00% $204,000.00 $128,112,521 628.00 Source: Assessed Value and Ownership-2001/02 Marin County Secured Property Roll. compiled by MuniFinancial

39 The following is a breakdown of Assessable Parcels bv Reassessment amount: Reassessment Total Description No. of Parcels Amount Reassessment Condominium, Improved(ll 340 $ 383.22 $130,535.04 Single Family Detached, Improved<2l 60 1,149.65 62,735.36 3 Single Family Detached, Unimproved( l 3 1,149.65 2,682.51 Multifamily Residential, Improved 1,149.65 1,149.65 Commercial, Improved 1,149.66 1, 149.66 Commercial, Unimproved(4l __3 1,149.66 5 747.78 TOTALS 408 $204,000.00

Top 10 Owners by Remaining Reassessment Amount in Pacheco Valle Open Space District: Total Value-to Total Assessed Reassessment % of Total Lien Property Owner Parcels Value Amount Assessment Ratio California Newspapers Inc. 4 $10,593, 776 $6,897.44 3.38% 1,535.92 Miller, Donald W 2 277,907 2,299.30 1.13% 120.87 White, Floyd Jr. Tr & Lina B Tr 568,279 1,149.65 0.56% 494.31 Weishaar, Richard M Tr & Zena E 666,267 1,149.65 0.56% 579.54 Wagner, Henry W & Judy R 908,786 1,149.65 0.56% 790.49 Taylor, Marlys 841,500 1,149.65 0.56% 731.96 Stone, Michael & Cathy 743,033 1,149.65 0.56% 646.31 Starkes, James & Son Victoria 645,047 1,149.65 0.56% 561.08 Schlegel William Jr Tr & Kathleen 1 758,540 1,149.65 0.56% 659.80 Ross Cherie W l 897,398 1,149.65 0.56% 780.58 Totals 14 $16,900,533 $18,393.94 9.02% 918.81

Total of all other parcels 394 $111,211,988 $185,606.09 90.98% 599.18

Grand Total 408 $128,112,521 $204,000.00 100.00% 628.00 Source: MuniFinancial

Estimated Value The 2001/2002 County Assessor's value for property both land and improvements (the "Assessed Value") in the Pacheco Valle Open Space District, net of exemptions, is $128,112,521. Of the 598 original parcels in the District, 190 either fully or partially paid their assessments for cash in the amount of $106,273.44. There remain 408 parcels which secure the $204,000.00 in reassessments which are financed with the Reassessment Bonds.

40 Value/Lien Ratios

The estimated County assessed value (land and improvements) for the Pacheco Valle Open Space District is $128, 112,521. This value is 628 times greater than the total reassessments levied in the Pacheco Valle Open Space District. The average annual reassessment levy before fees is expected to be approximately $34.01 for condominiums, $102.03 for single family homes detached and $306.07 for the commercial parcels with an aggregate average annual levy of approximately $ I 8, I 05. As noted in "Existing and Future Indebtedness" and "Direct and Overlapping Debt", all Parcels in the Pacheco Valle Open Space District are subject to general property taxes and may become subject to additional special assessment liens or other special taxes. The value to lien ratio will be reduced on those Parcels which become subject to additional special assessment liens or other special taxes. As of the date of this Official Statement, the District is not aware of any proposed new assessments or special taxes on parcels in the Pacheco Valle Open Space District.

MARIN COUNTY OPEN SPACE FINANCING AUTHORITY Pacheco Valle Open Space District Assessed Value-to-Lien bv Categorv 2001/02 2001/02 %of Aggregate Aggregate 2001/02 Value to Lien Number of Reassessment Reassessment Assessed Land Assessed Total Assessed Catei:OD:: Parcels Amount Amount Value Structure Value Value Greater Than 30: 1 406 $202,467.13 99.25% $43,792,424 $84,309,416 $128,101,840 20 to 29.9: I 0 0.00 0.00% 0 0 0 10 to 19.9:1 0 0.00 0.00% 0 0 0 5to9.9:I 1,149.66 0.56% 10,680 0 10,680 2.9 to 4.9:1 0 0.00 0.00% 0 0 0 Less than 2.89 __I 383.21 0.19% 0 Total 408 $204,000.00 100.00% $43,803,105 $84,309,416 $128,112,521 Source: Assessed Value and Ownershio-2001/02 Marin Countv Secured Property RolL compiled by MuniFinancial

The Project

The objective of the Open Space District within the Pacheco Valle Open Space District was the acquisition and maintenance of a 179 acre parcel to be preserved as public open space. Sources of funds for the Pacheco Property acquisition were as follows:

Pacheco Property Purchase Price $740.000

Source Amount Marin County Open Space District (Proposition 70 funds) $246,667 Marin Community Foundation - Beryl Buck Open Space Fund 246,667 Pacheco Valle Open Space Assessment District 246,666 Total Funding $740,000

41 Little Mountain Open Space Assessment District The Little Mountain Open Space Assessment District, is a special assessment district organized by the District pursuant to the Act and the Resolution of Intention No. 95-015, adopted April 18, 1995. The Little Mountain Open Space District is partially within the City limits of the City of Novato, located in West Novato on the west side of Sutro Avenue, between Little Mountain and Verissimo Hills Open Space Preserve. It encompasses land area of approximately 85.064 acres of land. The City of Novato is located in Marin County, approximately 29 miles north of San Francisco and 37 miles northwest of Oakland. Geography in the Little Mountain Open Space District is fairly flat. The City is largely residential with supportive retail and commercial properties. The Little Mountain Open Space District is comprised of 473 assessable parcels, all of which are residential. All but two parcels are improved. Of the total parcels, 73 paid off their assessments in full and 2 others partially in cash. The balance of 399 parcels will repay their reassessments over the term of the Bonds with interest.

MARIN COUNTY OPEN SPACE FINANCING AUTHORITY Little Mountain Open Space District Parcel Totals by Development Status % of Reassmnt Lien in Little 2001/02 Overall Mountain Open Reassessment Total Assessed Value-to- Development Status Parcels Space District Lien Value Lien Residential, Improved 395 99.02% $390,158.20 $84,463,645 216.49 Residential, Unimproved 2 0.49% 1,920.90 $10,547 5.49 Land-Subject to Exemption, Improved _2 0.49% 1,920.90 $236,836 123.29 Totals 399 100.00% S394,000.00 $84,711,028 215.00 Source: Assessed Value and ownershin-2001/02 Marin Count\ Secured Prooenv Roll comoiled bv MuniFinancial

The objective of the District within the Little Mountain Open Space District was the acquisition and maintenance of a 220 acre parcel to be preserved as public open space. The Little Mountain Open Space District bonds were issued in August 30, 1995 with an original par amount of $483,272.45. Remaining outstanding principal balance is $419,000.

Composition Of Parcels In The Little Mountain District Depending on proximity to the open space and benefit received, the parcels received an original assessment levy of either $1,162.95 or $1,550.60. Of the parcels which did not pay in cash, 357 have reassessments of $1,280.61 and 42 have reassessments of $960.45. Approximate average annual reassessment levies before fees on the property tax roll for these parcels is anticipated to be $112.33 and $84.24 respectively.

The following is a breakdown of Assessable Parcels by Reassessment amount: Reassessment Total Description No. of Parcels Amount Reassessment $ 960.45 or Single Family, Improved(]) 357 1,280.61 $353,661.10 Condominium, Improved 38 960.45 36,497.10 Single Family, Unimproved 2 960.45 1,920.90 Land-Subject to Exemption, Improved __2 960.45 1,920.90 TOTALS 399 $394,000.00 (JJ There are 2 parcels with reassessments less than $960.45 42 Top 10 Owners bv Remaining Reassessment Amount in Little Mountain Open Space District: Total Value- Total Assessed Reassessment % of Total to Lien Property Owner Parcels Value Amount Assessment Ratio Gemmellaro Salvatore Tr & Gemmellaro Vir 2 $346,587 $1,920.91 0.49% 180.43 Wu April 2 504,366 1,920.90 0.49% 262.57 Yurko David E 1 397,800 1,280.61 0.33% 310.63 Tracy Gerald G & Tracy Celeste M 1 162,554 1,280.61 0.33% 126.93 Starnes John C Jr & Judith K 1 69,133 1,280.61 0.33% 53.98 Rowley David & Rowley Jerrine 1 460,020 1,280.61 0.33% 359.22 Rosskopf Leonahard A I 64,247 1,280.61 0.33% 50.17 Rodriquez Luis & Rodriquez Maria 1 269,451 1,280.61 0.33% 210.41 Peck Cara D I 420,239 1,280.61 0.33% 328.16 Oliphant Anthony E eta] & Yanover Judith _l 285,185 1,280.61 0.33% 223.26 Totals 12 $2,979,582 $14,086.69 3.58% 211.52

Total of all other parcels 387 $81,731,446 $379,913.31 96.42% 215.13

Grand Total 399 $84,711,028 $394,000.00 100.00% 215.00 Source: MuniFinancial

Estimated Value The 2001/02 County Assessor's value for property both land and improvements in the Little Mountain District, net of exemptions, is $84, 711,028. Of the 4 73 parcels in the Little Mountain District, 75 have either fully or partially paid their assessments (approximately 15% of the total assessments). There remain 399 parcels which secure the $394,000 in reassessments which are financed with the Reassessment Bonds.

Value/Lien Ratios The estimated County assessed value (land and improvements) for the total Little Mountain Open Space District is $84,711,028. This value is approximately 215 times greater than the bonded reassessments of $394,000 in the Little Mountain Open Space District. The average annual reassessment levy before fees is expected to be approximately $84.24 and $112.33 for the two categories of reassessment or an aggregate average annual levy of $34,559 for all parcels in the Little Mountain Open Space District. All parcels in the Little Mountain Open Space District are subject to general property taxes and may become subject to additional special assessment liens or other special taxes. The value to lien ratio will be reduced on those Parcels which become subject to additional special assessment liens or other special taxes. As of the date of this Official Statement, the District is not aware of any proposed new assessments or special taxes on parcels in the Little Mountain Open Space District.

43 MARIN COUNTY OPEN SPACE FINANCING AUTHORITY Little Mountain Open Space District Assessed Value-to-Lien bv Cate2orv 2001/02 2001/02 % of Aggregate Aggregate 2001/02 Value to Lien Number of Reassessment Reassessment Assessed Land Assessed Total Assessed Catei:OQ'. ~ Amount Amount Value Structure Value Value Greater Than 30: 1 397 $392,079. IO 99.52% $35,922,490 $48,777,991 $84,700,481 20 to 29.9:1 0 0.00 0.00% 0 0 0 10 to 19.9:1 960.45 0.24% 10,150 0 10,150 5 to 9.9:1 0 0.00 0.00% 0 0 0 2.9 to 4.9:1 0 0.00 0.00% 0 0 0 Less than 2.89 __l 960.45 0.24% 397 0 397 Total 399 $394,000.00 )00.00% $35,933,037 $48,777,991 S84,711,028 Source: Assessed Value and OwnershiD-2001/02 Marin County Secured Prooertv Roll. compiled bv MuniFinancial

The Proiect The objective of the Little Mountain Open Space District is the acquisition and improvement of a 220 acre parcel to be preserved as public open space. Sources of funds for the Little Mountain acquisition and slope stability and drainage improvements are as follows:

Costs: Little Mountain Property Purchase Price $895,000 Cost of Slope Stability and Drainage Improvements 450,000 Total Costs $1.345.000

Sources: Marin County Open Space District (Proposition 70 funds) $448,334 Marin Community Foundation - Beryl Buck Open Space Fund 448,333 Little Mountain Open Space Assessment District 448,333* Total Sources $1.345.000

*Net of Bond financing costs.

Special Tax and Reassessment Installment Delinquencies

The following table sets forth the current amount of delinquent assessments, none of which are attributable to any of the largest property owners. Given the District's participation in the Teeter Plan the County has apportioned 100% of the annual assessment to the District each year. Therefore, the delinquent amounts set forth below do not impact the actual amounts received by the District. The Total Amount Delinquent shown in the most recent year in the tables below is substantially with respect to the second tax installment due April 10, 2002. The County anticipates that a substantial portion of these amounts are attributable to late payments which are typically received in the few months following the delinquency date. See "SECURITY FOR THE BONDS-County Teeter Plan" and "PROPERTY TAX ADMINISTRATION-Tax Delinquencies."

44 MARIN COUNTY OPEN SPACE FINANCING AUTHORITY Series 2002 Revenue Bonds Delinquency History Of the Local Obligation Districts As of May 15, 2002

CFD 1993-1 (Old St. Hilary's Open Space) Series A (1995) and CFD 1997-1 {Old. St. Hilary's O~en S~ace} Series 1997 Bonds Aggregate Fiscal Parcels Annual Special Parcels Total Amount $ Levy Percent Year Levied Tax Len: Delinguent Delinguent Delinguent 1995/96 3,164 $310,072 2 $196 0.06% 1996/97 3,158 $309,484 3 $294 0.09% 1997/98 3,155 $618,380 10 $1,960 0.32% 1998/99 3,159 $619,164 11 $2,058 0.33% 1999/00 3,162 $619,752 14 $2,744 0.44% 2000/01 3,162 $619,752 20 $3,332 0.54% 2001/02 3,182 $623,672 161 $18,522 2.97%

Pacheco Valle O~en S~ace Assessment District Aggregate $ Levy Fiscal Parcels Annual Parcels Amount Percent Year Levied Assessment Delinguent Delinguent Delinguent 1995/96 414 $22,990.20 I $42.40 0.18% 1996/97 408 $21, 136.02 1 $39.56 0.19% 1997/98 407 $20,704.00 I $38.84 0.19% 1998/99 407 $20,428.18 0 $0.00 0.00% 1999/00 407 $22,765.82 2 $64.05 0.28% 2000/01 407 $19,950.00 2 $74.84 0.38% 2001/02 406 $19,614.88 24 $718.77 3.66%

Little Mountain O~en S~ace Assessment District Aggregate Fiscal Parcels Annual Parcels Amount $ Levy Percent Year Levied Assessment Delinguent Delinguent Delinguent 1995/96 404 $43,292.44 1 $104.18 0.24% 1996/97 402 $49,470.88 2 $239.44 0.48% 1997/98 401 $48,601.12 4 $510.90 1.05% 1998/99 399 $47,644.28 2 $232.28 0.49% 1999/00 399 $37,067.80 3 $225.90 0.61% 2000/01 399 $33,022.52 6 $483.00 1.46% 2001/02 399 $42,983.70 30 $2,217.87 5.16%

Source: Assessed Value and Ownership-2001/02 Marin County Secured Property Roll

ASSESSED VALUE OF PROPERTY WITHIN THE DISTRICT

Assessed Valuation

The Marin County Assessor (the "County Assessor") assesses all real property within the County at 100% of "full cash value." Article XIIIA of the California Constitution defines such "full cash value" as

45 the appraised value as of March 1, 1975, plus adjustments not to exceed 2% per year to reflect inflation, and requires reassessment of "full cash value" upon change of ownership or new construction. Accordingly, the gross assessed valuation presented may not necessarily be representative of the actual market value of the property in the District. Assessed values determined by the County Assessor are often more or less than actual market values, and often do not reflect the amount that would be bid for a property at a foreclosure sale. See also, "SPECIAL RISK FACTORS-Land Values".

Value to Lien Ratios

The Local Obligation Districts include a total of 3,987 parcels consolidated from four prior individual districts located in Marin County. The Local Obligation Districts covers 3,916 single and multi family properties and condominiums and 68 commercial properties. The aggregate assessed value of the properties in the Local Obligation Districts as reflected on the 2001/02 Marin County Secured Property Roll is $2,622,740,626.

The following table summarizes the assessed value-to-lien information by individual Prior District as well for the Local Obligation Districts as a whole.

MARIN COUNTY OPEN SPACE FINANCING AUTHORITY Series 2002 Revenue Bonds Local Obligation Districts Assessed Value to Lien Ratios 2001/02 Last Overall Allocable % of Total Total Assessed Year of Value- Prior Districts Parcels Bond Debt Bond Debt Value Maturit)'. to-Lien CFD 1993-1 (Old St. Hilary's Open Space) Spl Tax Bonds Series A ( 1995) (I) 3, 182 $3,975,000 46.83% $2,409,917,077 (l) 9/2/24 606.27(1) CFD 1997-1 (Old St. Hilary's Open Space) Series 1997 (I) 3,182 3,916,000 46.13% $2,409,917,077 (l) 9/2/27 615.40(1) Pacheco Valle Open Space Assessment District 408 204,000 2.40% $128,112,521 9/2/20 628.00 Little Mountain Open Space Assessment District 399 394 000 4.64% $84,711,028 9/2120 215.00 Total 3,989 $8,489,000 100.00% $2,622,740,626 308.96

1 < l Co-Terminus districts. Source: Assessed Value and Ownershi 2001102 Marin Count,· Secured Pro e · Roll. com iled b · MuniFinancial.

ESTIMATED DIRECT AND OVERLAPPING INDEBTEDNESS

Set forth below are statements of direct and overlapping public debt (the "Debt Report") prepared by California Municipal Statistics, Inc. dated April 15, 2002. The Debt Reports include only such information as has been reported to California Municipal Statistics, Inc. by the issuers of the debt described therein and by others. The Debt Reports are included for general informational purposes only. Neither the Authority nor the District makes any representation as to its completeness or accuracy. The first column in the table names the public agencies which have outstanding debt as of the date of the report and whose territories overlap. The second column shows assessed valuation as a percentage of the total assessed value of each overlapping agency identified in column 1. This percentage, multiplied by the total outstanding debt of each overlapping agency (which is not shown in

46 the table) produces the amount shown in column 3, which is the apportionment of each overlapping agency's outstanding debt on property. The following tables illustrate the estimated direct and overlapping bonded debt of the property within each of the Local Obligation District as of April 15, 2002.

MARIN COUNTY OPEN SPACE FINANCING AUTHORITY Series 2002 Revenue Bonds

MARIN COUNTY OPEN SPACE DISTRICT COMMUNITY FACILITJES DISTRICT (Old St. Hilary's Open Space)

2001-02 Assessed Valuation: $2,409,917,077

DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % A1;mlicable Debt 4/15/02 Tamalpais Union High School District 12.700% $2,644,140 Town of Tiburon 61.710 46,283 Town of Tiburon Gilmartin and Stewart Drive Assessment Districts 100. 2,870,500 Town of Tiburon Public Facilities Financing Authority 92.145 1,285,423 City of Belvedere Corinthian Island Assessment District 81.830 409,150 Belvedere-Tiburon Library Community Facilities District No. 95-1 72.834 1,096,152 Marin County Open Space District Community Facilities District No. 93-1 100. 7,015,000 (]) TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $15,366,648

OVERLAPPING GENERAL FUND OBLIGATION DEBT: % A1;mlicable (2) Debt 4/15/02 Marin County Certificates of Participation 7.250% $4,621,470 Town of Tiburon General Fund Obligations 61.720 307,556 Tiburon Fire Protection District 76.583 819,581 Marin Sonoma Mosquito and Vector Control District Certificates of Participation 3.764 180,484 Other Special District General Fund Obligations Various 47 457 TOTAL OVERLAPPING GENERAL FUND OBLIGATION DEBT $5,976,548

COMBINED TOTAL DEBT $21,343,196 (3)

(I) Excludes issue to be sold. (2) Based on redevelopment adjusted assessed valuation of$2,308,937,958. (3) Excludes tax and revenue anticipation notes, revenue, mortgage revenue and tax allocation bonds and non­ bonded capital lease obligations.

Ratios to 2001-02 Assessed Valuation: Direct Debt ($7,015,000) ...... 0.29% Total Direct and Overlapping Tax and Assessment Debt ...... 0.64% Combined Total Debt ...... 0.89%

STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/01: $0

Source: California Municipal Statistics

47 MARIN COUNTY OPE!\ SP ACE DISTRICT PACHECO VALLE ASSESSMENT DISTRICT

2001-02 Assessed Valuation: $128,112,521

DIRECT AND OVERLAPPING TAX AND ASSESS:vlENT DEBT: % Ai;rnlicable Debt 4/15/02 Novato Unified School District 2.051% s 754,768 City of Novato 2.452 516,514 Novato Sanitary District 2.475 48,263 North Marin County Water District, No. NM 2 2.249 24,739 Marin County Open Space District Pacheco Valle Assessment District 100. 215,000 (1) TOTAL GROSS DIRECT AND OVERLAPPlNG TAX AND ASSESS:'v!ENT DEBT $1,559,284 Less: Novato Sanitary District ( l 00% self-supporting) 48.263 TOTAL NET DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $1,511,021

OVERLAPPING GENERAL FUND OBLIGATION DEBT: Marin County General Fund Obligations 0.402% $256,253 Marin County Transit District General Fund Obligations 0.402 1,278 Novato Unified School District Certificates of Participation 2.242 49,100 City of Novato General Fund Obligations 2.731 76,737 Novato Fire Protection District General Fund Obligations 2.241 29,522 Marin Sonoma Mosquito and Vector Control District Certificates of Participation 0.209 10,022 TOTAL OVERLAPPING GENERAL FUND OBLIGATION DEBT $422,912

GROSS COMBINED TOTAL DEBT $1,982,196 (2) NET COMBINED TOTAL DEBT $1,933,933

(I) Excludes issue to be sold. (2) Excludes tax and revenue anticipation notes, revenue. mortgage revenue and tax allocation bonds and non-bonded capital lease obligations.

Ratios to 2001-02 Assessed Valuation: Direct Debt ($215,000) ...... 0.17% Total Gross Direct and Overlapping Tax and Assessment Debt...... 1.22% Total Net Direct and Overlapping Tax and Assessment Debt ...... 1.18% Gross Combined Total Debt...... 1.55% Net Combined Total Debt...... 1.51%

STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/01: SO

Source: California Municipal Statistics

48 MARIN COUNTY OPEN SP ACE DISTRICT LITTLE MOUNTAIN OPEN SPACE ASSESSMENT DISTRICT

2001-02 Assessed Valuation: $84,711,028

DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: % Applicable Debt 4/15/02 Novato Unified School District 1.356% $499,008 City of Novato 1.038 218,655 Novato Sanitary District 1.610 31,395 North Marin County Water District, No. NM 2 1.487 16,357 Marin County Open Space District Little Mountain Open Space Assessment District 100. --- (I) TOTAL GROSS DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $765,415 Less: Novato Sanitary District (100% self-supporting) 31.395 TOTAL NET DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT $734,020

OVERLAPPING GENERAL FUND OBLIGATION DEBT: Marin County General Fund Obligations 0.266% $169,560 Marin County Transit District General Fund Obligations 0.266 846 Novato Unified School District Certificates of Participation 1.483 32,478 City of Novato General Fund Obligations 1.156 32,482 Novato Fire Protection District General Fund Obligations 1.482 19,523 Marin Sonoma Mosquito and Vector Control District Certificates of Participation 0.138 ~ TOTAL OVERLAPPING GENERAL FUND OBLIGATION DEBT $261,506

GROSS COMBINED TOTAL DEBT $1,026,921 (2) NET COMBINED TOTAL DEBT $995,526

(I) Excludes issue to be sold. (2) Excludes tax and revenue anticipation notes, revenue, mortgage revenue and tax allocation bonds and non-bonded capital lease obligations.

Ratios to 2001-02 Assessed Valuation: Direct Debt...... - % Total Gross Direct and Overlapping Tax and Assessment Debt...... 0.90% Total Net Direct and Overlapping Tax and Assessment Debt...... 0.87% Gross Combined Total Debt ...... 1.21% Net Combined Total Debt...... 1.18%

STATE SCHOOL BUILDING AID REPAYABLE AS OF 6/30/01: $0

Source: California Municipal Statistics

SPECIAL RISK FACTORS

The following information should be considered by prospective investors in evaluating the Bonds. However, it 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.

Limited Obligations

Payment of the principal of, redemption premium, if any, and interest on the Bonds is secured primarily by payments received as payment on the Local Obligation Bonds. The District's legal obligations with respect to any delinquent special taxes and reassessment installments that secure the 49 Bonds are limited. The Bonds can not be accelerated in the event of any default. The Local Obligation Bonds are limited obligation bonds of the District under the Mello-Roos Act and the Refunding Act.

Failure to Pay Special Taxes or Reassessment Installments

Under the provisions of the Mello-Roos Act and the Refunding Act, special taxes and reassessment installments, from which Revenues are derived to make the debt service payments on the Bonds, will be billed to the owners of the property on their regular property tax bills. Such special taxes and reassessment installments are due and payable at the same time and bear the same penalties and interest for non-payment as regular property tax installments. Special taxes and reassessment installment payments cannot be made separately from property tax payments. In order to pay debt service on the Local Obligation Bonds, it is necessary that unpaid installments of special taxes and reassessments are paid in a timely manner. Should the annual installments not be paid on time and thus insufficient Revenues generated, the Trust Agreement has established a Reserve Fund for the Bonds required to be maintained in the amount of the Reserve Requirement. The Reserve Fund will be funded, by a Municipal Bond Debt Service Reserve Insurance Policy issued by the Bond Insurer, in the amount of the Reserve Requirement, to help cover any shortfall in the payment of Revenues related to the Local Obligation Bonds. See "SECURITY FOR THE BONDS-Debt Service Reserve Fund Surety Bond". In all respects, the Local Obligation Bonds will be governed by the provisions of the Refunding Law and the Mello-Roos Law and the District is not obligated to advance funds from the District treasury to cover any deficiency, which may occur in the Redemption Fund for the Local Obligation Bonds. The District has no direct or contingent liability to transfer the amount of any delinquency out of any other available monies of the District. The special taxes and reassessments are secured by liens on the private properties within the Local Obligation Districts. In the event of a delinquent payment of a special taxes or reassessment installment, the District has covenanted not to institute foreclosure proceedings on the parcel in order to obtain funds to pay the debt service on the respective Local Obligation Bond. No assurance can be given that, should a parcel with delinquent special taxes and reassessment payments be sold for the amount of the delinquency at regular tax sale, any bid will be received for such property or, if a bid is received that such bid will be sufficient to pay all delinquent reassessments. See "SECURITY FOR THE BONDS-No Judicial Foreclosure." Unpaid special taxes or reassessments do not constitute a personal indebtedness of the current or subsequent owners of the parcels included in the Local Obi igation Districts. There is no assurance that any current or subsequent owner of a parcel of land included in the Local Obligation Districts will be able to pay the special taxes and reassessment installments or that it will pay such installments even though financially able to do so. Failure by current or subsequent owners of the parcels to pay installments of special taxes and reassessments when due, or the inability of the County to sell delinquent parcels at regular tax sales for amounts sufficient to cover delinquent installments of special taxes and reassessments levied against such parcels may result in the inability of the Authority to make full or punctual payments of debt service on the Bonds and owners of the Bonds would therefore be adversely affected.

Direct and Overlapping Indebtedness

The ability of an owner of land within a Local Obligation District to pay the special taxes and reassessment installments could be affected by the existence of other taxes and assessments imposed upon taxable parcels. In addition, the County and other public agencies whose boundaries overlap those of the District, without the consent of the District, could and in certain cases without the consent of the owners of the land within the Local Obligation Districts, impose additional taxes or assessment liens on the property within the Local Obligation Districts in order to finance public improvements or services to be located or provided inside of or outside of such area. The lien created on the property within the Local Obligation

50 Districts through the levy of such additional taxes or assessments may be on parity with the lien of the special taxes and reassessments. See "ESTIMATED DIRECT AND OVERLAPPING INDEBTEDNESS." The imposition of additional liens may reduce the ability or willingness of the landowners to pay the special taxes and reassessment installments, and additional liens on a parity with the special taxes and reassessments increases the possibility that tax sale proceeds will not be adequate to pay delinquent special taxes and reassessment installments or the principal of and interest on the Limited Obligation Bonds when due.

Land Values

The value of the land within the Local Obligation Districts is a critical factor in determining the investment quality of the Bonds. If a property owner is delinquent in the payment of special taxes or reassessment installment, the District's only remedy is to wait for late payment or regular property tax sale of the delinquent parcel to obtain funds to pay the special taxes or reassessment. Reductions in land values due to a downturn in the economy, physical events such as earthquakes or floods, or stricter land use regulations or other events could adversely impact the security underlying the special taxes or reassessment. Furthermore, existing assessed values may not accurately estimate existing fair market values, or values realizable on property tax sale. Prospective purchasers of the Bonds should not assume that the land within the Local Obligation District could be sold for the assessed amount described herein at a tax sale. See "SECURITY FOR THE BONDS." In addition to the foregoing, property values are not evenly distributed throughout the Local Obligation Districts. Consequently, the ratios of assessed value to lien shown under "THE LOCAL OBLIGATION DISTRICTS" may not be consistent among different parcels within the Local Obligation Districts.

Priority of Reassessment Liens

The reassessments and each installment thereof, and any interest and penalties thereon, constitute a lien against the parcels in the District on which they are imposed until paid in full. The priority of the lien is established by law as the date of the initial assessment. The reassessment lien is subordinate to all fixed special assessment liens previously imposed upon the same property, but has priority over all private liens and over all fixed special assessment lien, which may thereafter be created against such property. The reassessment lien is equal to and independent of the lien for general and special taxes including those imposed under the Mello-Roos Community Facilities Act of 1982, as amended. Accordingly, special tax liens on the property within the Reassessment Districts could greatly increase, without any corresponding increase in the value of the property within the Reassessment Districts and thereby severely reduce the value to lien ratio that exists at the time the Bonds are issued between the value of the property and the debt secured by the taxes and assessments thereon. The imposition of such additional indebtedness could also reduce the willingness and ability of the property owners within the Reassessment Districts to pay the reassessments when due. There are currently no other special taxes or assessments existing or known to be forthcoming in the Reassessment Districts.

Parity Taxes And Special Assessments

The Special Taxes and any penalties thereon will constitute a lien against the taxable parcels on which they will be annually imposed until they are paid. Such lien is on a parity with all special taxes and special assessments and is equal to and independent of the lien for general property taxes regardless of 51 when they are imposed upon the same property. The Special Taxes have priority over all existing and future private liens imposed on the property in the CFDs. The imposition of additional special taxes, special assessments and general property taxes will increase the amount of independent and equal liens which must be satisfied on tax sale of a delinquent parcel. The District may have no control over the ability of other public entities to issue indebtedness secured by special taxes or reassessments payable from all or a portion of the property within the CFDs. In the event any additional improvements are financed pursuant to the establishment of an assessment district or another community facilities district, or other financing mechanism (including voter approved bonds), any taxes or assessments levied to finance such improvements will have a lien on a parity with the Special Tax. The ability of the property owners within the CFDs to pay the Special Taxes could be adversely affected by existing and/or additional debt of other agencies which is payable by the property owners within the CFDs.

Bankruptcy and Foreclosure Delays

The payment of special taxes or reassessment installments and the ability of the County to sell a parcel at regular tax sale may be limited by bankruptcy, insolvency, or other laws generally affecting creditors' rights or by the laws of the State relating to such tax sales. 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 bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally. Although bankruptcy proceedings would not cause the lien of the special taxes or reassessments to become extinguished, bankruptcy of a property owner or anyone else who claims an interest in the property could result in a delay in regular property tax sale proceedings and could result in the possibility of delinquent special taxes or reassessment installments not being paid in full. Such a delay would increase the likelihood of a delay or default in payment of the principal of and interest on the Limited Obligation Bonds. The ability of the County to collect interest and penalties specified by State law and to foreclose the lien of a delinquent unpaid special tax or reassessment installment may be limited in certain respects with regard to properties in which the Federal Deposit Insurance Corporation (the "FDIC") or the Resolution Trust Company (the "RTC") has or obtains an interest. While neither the FDIC nor the RTC has an interest in the land within the Local Obligation Districts at present, this could change in the future if various lending institutions make loans secured by an interest in parcels of land within the Local Obligation Districts.

Geologic, Topographic, Climatic and Other Conditions

The market value of the land and improvements within the Local Obligation Districts can be adversely affected by a variety of factors, particularly with respect to infrastructure and other public and private improvements of the parcels and the continued habitability and enjoyment of such public and private improvements. Such additional factors include, without limitation, geologic conditions (such as earthquakes), topographic conditions (such as earth movements and floods) and climatic conditions (such as droughts and fire hazard). Some of these factors have been taken into account, to a limited extent, in the design of public improvements. The parcels within the Local Obligation Districts are subject to the Uniform Building Code standards with regards to seismic standards. Design criteria in any of these circumstances are established upon the basis of a variety of considerations and may change, leaving previously designed improvements unaffected by more stringent subsequently established criteria. In general, design criteria reflect a balance

52 at the time of establishment between the present costs of protection and the future costs of lack of protection, based in part upon a present perception of the probability that the condition will occur and the seriousness of the condition should it occur. Consequently, neither the absence of nor the establishment of design criteria with respect to any particular condition means that the public agency with building code jurisdiction has evaluated the condition and has established design criteria in the situations in which such criteria are needed to preserve value, or has established such criteria at levels that will preserve value. To the contrary, the public agency with building code jurisdiction expects that one or more of such conditions may occur and may result in damage to improvements of varying seriousness, and damage may entail significant repair or replacement costs. Repair or replacement may never occur either because of the cost, repair or replacement will not facilitate habitability or other use, or because other considerations preclude such repair or replacement. Under any of these circumstances, the actual value of the parcels and the possessory interests may well depreciate or disappear, notwithstanding the establishment of design criteria for any such condition.

Hazardous Substances

While government taxes, assessments and charges are a common claim against the value of a parcel, other less common claims may also be relevant. One of the most serious, in terms of the potential reduction in the value of a parcel, is a claim with regard to a hazardous substance. In general, the owners of a parcel may be required by law to remedy conditions relating to releases or threatened releases of hazardous substances. The federal Comprehensive Environmental Response, Compensation and Liability Act of I 980, 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 in effect. Under many of these laws, the owner is obligated to remedy a hazardous substance condition of a parcel whether or not the owner had anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the parcels within the Local Obligation Districts be affected by a hazardous substance, would be to reduce the marketability and value of the property by the costs of remedying the condition. Further, it is possible that such hazardous substance liabilities may arise in the future with respect to any of the parcels within the Local Obligation Districts resulting from the existence of a substance presently classified as hazardous but which has not been released. It is also possible that liability may arise in the future resulting from the existence on a parcel, of a substance not presently classified as hazardous but which may in the future be so classified. Additionally, such liabilities may arise not simply from the existence of a hazardous substance but from the method of handling such substance. All of these possibilities could significantly affect the value of a parcel.

No Acceleration Provision

The Bonds do not contain a provision allowing for the acceleration of the Bonds in the event of payment default or other default under the terms of the Limited Obligation Bonds or the Trust Agreement.

Proposition 218

On November 5, 1996, the voters of the State approved Proposition 2 I 8, the "Right to Vote on Taxes Act." Proposition 218 added Articles XIIIC and XIIID to the State Constitution, which contain a number of provisions affecting the ability of the County to levy and collect both existing and future taxes, assessments, fees and charges. Article XIIID requires that, beginning July 1, 1997, the proceeds for the levy of any assessment by the County (including, if applicable, any increase in such assessment or any supplemental assessment) 53 must be conducted in conformity with the provisions of Section 4 of Article XIIID. Any challenge (including any constitutional challenge) to the proceedings of the assessment must be brought within 30 days after the date the assessment was levied. The special taxes and reassessments are being levied after the passage of Proposition 218. The District believes that the issuance of the Bonds does not require the conduct of further proceedings after the Reassessment Act or Proposition 218 because Senate Bill 919 (effective July 1, 1997) amended the Reassessment Act to provide "Any reassessment that is approved and confinned pursuant to [the Reassessment Act] shall not be deemed to be an assessment within the meaning of, and may be ordered without compliance with the procedural requirements of, Article XIIID of the California Constitution." Article XIIIC removes limitations on the initiative power in matters of local taxes, assessments, fees and charges. Article XIIIC does not define the term "assessment," and it is unclear whether this term is intended to include reassessments levied under the Refunding Law. Furthermore, this provision of Article XIIIC is not, by its terms, restricted in its application to reassessments, which were established or imposed on or after July 1, 1997. In the case of the unpaid special taxes or reassessments which are pledged as security for payment of the Limited Obligation Bonds, the laws of the State provide a mandatory, statutory duty of the County and the County Auditor to post installments on account of the unpaid special taxes or reassessments to the property tax roll of the County each year while any of the Limited Obligation Bonds are outstanding in amounts equal to the principal of and interest on the Limited Obligation Bonds coming due in the succeeding calendar year. The District believes that the initiative power cannot be used to reduce or repeal the unpaid special taxes or reassessments which are pledged as security for payment of the Limited Obligation Bonds or to otherwise interfere with performance of the mandatory, statutory duty of the County and the County Auditor with respect to the unpaid special taxes or reassessments which are pledged as security for payment of the Limited Obligation Bonds. Although legislation adopted by the State Legislature in 1997 provides that Article XIIIC shall not be construed to mean that any owner or beneficial owner of a municipal security assumes the risk of, or consents to, any initiative measure, which would constitute an impairment of contractual rights under the Contracts Clause of the United States Constitution, there can be no assurance that the applicable voters will not, in the future, approve an initiative that attempts to reduce the special taxes or reassessments. The interpretation and application of Proposition 218 will ultimately be determined by the courts with respect to a number of the matters discussed above. It is not possible at this time to predict with certainty the outcome of such determination.

Redemption of Bonds Prior to Maturity from Principal Prepayments

The Bonds are subject to mandatory redemption prior to maturity from Principal Prepayments, which are amounts received by the Trustee representing a redemption of the Reassessment Bonds pursuant to the Reassessment Bond Resolution and the Trust Agreement. The redemption of a portion of the Reassessment Bonds will result from the prepayment of the reassessment lien with respect to any property within the Reassessment Districts. It is not anticipated that there will be any mandatory redemption of the Bonds prior to maturity from prepayment of principal of the CFD Bonds because there is no provision for prepayment of the CFD Special Taxes.

No Liability of the Authority to the Owners

Except as expressly provided in the Trust Agreement, the Authority will have no obligation or liability to the Owners of the Bonds with respect to the payment when due of the debt service on the Limited Obligation Bonds by the District, or with respect to the observance or perfonnance by the District of other agreements, conditions, covenants and terms required to be observed or performed by the District under the Limited Obligation Bond Resolution and Trust Agreement, or with respect to the perfonnance by the Trustee of any obligation required to be performed by it under the Trust Agreement.

54 Loss of Tax Exemption

As discussed in this Official Statement under the following section "TAX MATTERS" interest on the Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the Bonds were issued as a result of future acts or omissions of the Authority or the District in violation of its respective covenants. Should such an event of taxability occur, the Bonds are not subject to a special redemption and will remain outstanding until maturity or until redeemed under one of the other redemption provisions contained in the Trust Agreement.

Ratings

Standard & Poor's Ratings Services (''S & P") has given the Bonds an underlying rating of "A". This rating is subject to S & P's standard terms and conditions of their Memorandum of Agreement, subject to delivery of the Bonds and without giving effect to the third party financial guarantee by MBIA which applies to the Bonds. S & P views the outlook for this rating over the intermediate to longer term as stable. This rating reflects only the view of such organization, and an explanation of the significance of the rating may be obtained as follows: Standard & Poor's Ratings Group, 55 Water Street, New York, New York I 0004, telephone: (212) 208-1763. The District and its Financial Advisor furnished to such rating agency certain information and materials. Generally, rating agencies base their ratings on such information and materials so furnished and on investigations, studies and assumptions made by them. There is no assurance that the rating mentioned above will continue for any given period of time or that the rating may not be lowered or withdrawn entirely by such rating agency, if in its judgment circumstances so warrant. Neither the Authority nor the District has undertaken any responsibility to maintain a rating for the Bonds, or to bring to the attention of the Holders of the Bonds any proposed change in or withdrawal of any rating or to oppose any such proposed revision or withdrawal. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Bonds. See the section "BOND INSURANCE" herein.

TAX MATTERS

In the opinion of Orrick, Herrington & Sutcliffe LLP, San Francisco, California, Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, provided, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes) such interest is taken into account in determining certain income and earnings. The opinion set forth in the preceding paragraph are subject to the condition that the County comply with all requirements of the Internal Revenue Code of 1986 (the "Code") that must be satisfied subsequent to the issuance of the Bonds in order that such interest be, or continue to be, excluded from gross income for federal income tax purposes. The Authority has covenanted to comply with each such requirement. Failure to comply with certain requirements may cause the inclusion of interest in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. If the initial offering price to the public ( excluding bond houses and brokers) at which a Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes "original issue discount" for purposes of federal income taxes and State of California personal income taxes. If the initial

55 offering price to the public (excluding bond houses and brokers) at which each Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes "original issue premium" for purposes of federal income taxes and State of California personal income taxes. Deminimis original issue discount is disregarded. Under the Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straightline interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such bond. The Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the bonds who purchase the bonds after the initial offering of a substantial amount of such maturity. Owners of such bonds should consult their own tax advisors with respect to the tax consequences of ownership of bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such bonds under federal individual and corporate alternative minimum taxes. Under the Code, original issue premium is amortized on an annual basis over the term of the bond (said term being the shorter of the bond's maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a bond is amortized each year over the term to maturity of the bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straightline interpolations between compounding dates). Amortized bond premium is not deductible for federal income tax purposes. Owners of Premium bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such bonds. In the further opinion of Bond Counsel, interest on the Bonds is exempt from California personal income taxes. Owners of the Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on the Bonds may have federal or state tax consequences other than as described above. Bond Counsel expresses no opinion regarding any federal or state tax consequences arising with respect to the Bonds other than as expressly described above.

BANK QUALIFIED

The District has designated the Bonds as "qualified tax-exempt obligations" pursuant to Section 265(b)(3)(B) of the Code.

CERTAIN LEGAL MATTERS

The validity of the Bonds and certain other legal matters are subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, San Francisco, California, Bond Counsel. A complete copy of the proposed form of Bond Counsel's opinion is set forth in APPENDIX E, which will be available at the time of delivery of the Bonds and will be printed on the Bonds. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. Bond Counsel's engagement is limited to

56 a review of the legal procedures required for the authorization of the Bonds and the exclusion of interest on the Bonds for purposes of Federal and State income taxation. See "TAX MATTERS". The fees of Bond Counsel are contingent on the issuance and delivery of the Bonds.

VERIFICATION OF MATHEMATICAL ACCURACY

The Verification Agent, upon delivery of the Bonds, will deliver a report on the mathematical accuracy of certain computations contained in schedules provided to them on behalf of the Authority, relating to the sufficiency of the anticipated amount of proceeds of the Local Obligations available to pay, when due, the principal, whether at maturity or upon prior redemption, redemption premium and interest requirements of the Prior Bonds, and the "yield" on the amount of proceeds held and invested prior to redemption of the Prior Bonds considered by Bond Counsel in connection with the opinion rendered by such firm that the Bonds are not "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended.

ABSENCE OF LITIGATION

There is no action, suit or proceeding known to the District or the Authority to be pending or threatened, restraining or enjoining the execution or delivery of the Bonds, the Local Obligations or the Trust Agreement or in any way contesting or affecting the validity of the foregoing or any proceeding of the District or the Authority taken (including the levy of the special taxes or reassessments) with respect to any of the foregoing.

CONTINUING DISCLOSURE

The District, as agent for the Authority, has covenanted for the benefit of the owners of the Bonds to provide certain financial information and operating data relating to the Authority and the District by not later than nine months after the end of the District's fiscal year (presently June 30) in each year commencing with its report for the 2002/03 fiscal year (the "Annual Report") and to provide notices of the occurrence of certain enumerated events. The Annual Report will be filed with each Nationally Recognized Municipal Information Repository ("NRMSIR") and State Information Repository, if any. The notices of material events will be filed with the Municipal Securities Rulemaking Board or the NRMSIRs. These covenants have been made in order to assist the Underwriter in complying with Rule l 5c2-l 2(b )(5) under the Securities Exchange Act of 1934. The specific nature of the information to be contained in the Annual Report or the notice of significant events by the Authority is set forth in "APPENDIX D-FORM OF CONTINUING DISCLOSURE CERTIFICATE." The Authority has no history of such undertakings pursuant to Rule 15c2-12.

UNDERWRITING

The Bonds are being purchased by Salomon Smith Barney Inc. (the "Underwriter"). The purchase price of the Bonds includes an underwriter's discount of $89, I 00.00 with respect to the Bonds. 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 the Purchase Agreement. 57 The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the offering prices stated on the cover page. The offering prices may be changed from time to time by the Underwriter.

PROFESSIONAL SERVICES

References are made herein to certain documents and reports which are brief summaries thereof and which do not purport to be complete or definitive. Reference is made to complete copy of the documents and reports for full and complete statements of the provisions thereof. Wulff, Hansen & Co., San Francisco, California has been retained to act as Financial Advisors and advise the Authority as to the financial structure and certain other financial matters relating to the Bonds. The information set forth herein has been obtained by the Financial Advisor from the Authority, the District, the County and other sources which are believed to be reliable, but such information is not guaranteed as to accuracy or completeness, or has it been independently verified and is not to be construed as a representation by the Financial Advisor, Underwriter, the District or the Authority. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended as such and are not to be construed as representations of fact. The Financial Advisor is a full service investment banking firm and, in its capacity as Financial Advisor to the Authority, will not participate in the original sale and distribution of the Bonds. The fees of the Financial Advisor are contingent on the issuance and delivery of the Bonds.

Orrick, Herrington & Sutcliffe LLP, San Francisco, California has been retained to act as Bond Counsel and will render an opinion with respect to the validity of the Bonds, the form of which opinion is set forth in TAX MATTERS. The fees of Bond Counsel are contingent on the issuance and delivery of the Bonds. The District has appointed MuniFinancial, Temecula, California as Reassessment Engineer in connection the Reassessment District. Munifinancial will receive a portion of their compensation contingent on the issuance and delivery of the Bonds. BNY Western Trust Company will serve as Trustee under the Trust Agreement. The Trustee will act on behalf of the Bondholders for the purpose of receiving all moneys required to be paid to the Trustee, to allocate, use and apply the same, to hold receive and disburse the funds held under the Trust Agreement, and otherwise to hold all the offices and perform all the functions and duties provided in the Trust Agreement to be held and performed by the Trustee. Grant Thorton LLP will serve as Verification Agent and will deliver a report on the mathematical accuracy of certain computations contained in schedules provided to them on behalf of the Authority, relating to the sufficiency of the anticipated amount of proceeds of the Bonds available to pay, when due, the principal, whether at maturity or upon prior redemption, redemption premium and interest requirements of the Prior Bonds, and the "yield" on the amount of proceeds held and invested prior to redemption of the Prior Bonds considered by Bond Counsel in connection with the opinion rendered by such firm that the Bonds are not "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended. This Official Statement is submitted only in connection with the sale of the Bonds by the Authority. Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. While the information contained in this Official Statement pertaining to the Authority, the District and the County has been provided by the District and the County, such information contained herein should not be construed as representing all possible conditions affecting the Authority, the District, the County or the Bonds.

58 OFFICIAL STATEMENT DEEMED FINAL

The information set forth herein is in a form deemed final, as of its date, by the Authority for the purpose of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended ( except for the omission of certain information permitted to be omitted under said Rule). The information and expressions of opinion herein are subject to change without notice and the delivery of this Official Statement shall not, under any circumstances, create any implication that there has been no change in the information or opinions set forth herein or in the affairs of the Authority since the date hereof.

The execution and delivery of this Official Statement has been duly authorized by the Authority.

MARIN COUNTY OPEN SPACE FINANCING AUTHORITY

By Isl Frances M. Brigman, Executive Director

59 {THIS PAGE INTENTIONALLY LEFT BLANK} APPENDIX A

RA TE AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR COMMUNITY FACILITIES DISTRICT NO. 1993-1 (OLD ST. HILARY'S OPEN SPACE The District has adopted and approved a Rate and Method of Apportionment of Special Taxes for the CFD No. 1993-1 as set forth in Exhibit C to Resolution No. 93-09 the Resolution of Formation establishing the CFD and authorizing the levy of Special Tax for the purpose of constructing and acquiring certain public improvements.

I. Definitions

"Board" means the Board of Directors of the Marin County Open Space District. "CFD No. 1993-1" means Community Facilities District No. 1993-1 (Old St. Hilary's Open Space).

1 "Fiscal Year" means the period from July 1st of any calendar year through June 30 h of the following calendar year. "MCOSD" means the Marin County Open Space District. "Property" means legal parcels (as of March 1 of the previous Fiscal Year, or later if adjustments are made after that date by the Marin County Assessor and Treasurerffax Collector) of real property in private ownership within CFD 1993-1. "Special Tax" means the special tax that may be levied on any Property for any Fiscal Year, and shall be levied as long as necessary to pay for authorized open space purchases, administrative costs and expenses of CFD 1993-1 and to discharge authorized debt obligations of CFD 1993-1. "Special Tax Requirement" is an amount to be determined annually by the Board. It shall be comprised of the amount necessary to pay the authorized costs and expenses of CFD 1993-1 including those necessary to administer the bonds, to replenish the reserve fund to its proper level, to compensate for anticipated Special Tax delinquencies (based upon past delinquency experience), and to pay directly for authorized facilities and services, less all other amounts, from any lawful source available for payment of those costs.

II. Maximum Annual Tax: All property shall be subject to a maximum, annual, Special Tax of $98 per parcel with the exception set forth below. Where proof is required, the proof must be submitted by June 1 in order for the exception to apply in the next Fiscal Year. The exceptions are: A. Parcels in public ownership, which are being used in the perfonnance of a public function, shall not be subject to the Special Tax (where public property is leased for private use, the private leasehold interest shall be subject to the Special Tax on the unsecured tax roll); B. Property exempt from regular ad valorem property taxation shall not be subject to the Special Tax - this exception contemplates, for example, churches, condominium complex common areas (to the extent the value of such areas is distributed among the condominium units for purposes of ad valorem taxation), and welfare exemptions;

A-1 C. Property which is not buildable or developable because of some reasonably permanent incapacity shall not be subject to the Special Tax - this contemplates odd parcels or pieces which for historical or other reasons have not been merged into adjacent parcels, but which, because of size or other reasonably permanent disability, do not or cannot comprise a separate building site - provided the County of Marin has approved an application for a lot merger and the owner of such Property has supplied proof of these facts satisfactory to the MCOSD (such as confirmation from the County Community Development Agency or the County Assessor-Recorder's Office) and has agreed to notify the MCOSD of any change in these facts (if these facts change, and notification is not given, the parcel shall be subject to the Special Tax from and including the year of the change, plus interest, penalties and costs as if the Special Tax had been levied and not paid); and D. Property owned and occupied by a person of at least 62 years of age of low income shall not be subject to the Special Tax - provided that by June 1 of each year such owner/occupant provides satisfactory proof of such status to the MCOSD. "A person of low income" shall mean an owner/occupant of a home where total household income is less than the amount provided in Franchise Tax Board Form 9000 or its successor (California Homeowner Assistance Claim) for the year in which the proof is submitted; and "satisfactory proof" shall mean a completed Form 9000, or a copy of the owner/occupant's Form 9000 filed with the Franchise Tax Board. There is no requirement, under this exception (and despite the use of Form 9000) that the owner/occupant be blind or disabled or that the owner/occupant file a Form 9000 with the Franchise Tax Board.

III. Method of Apportionment: The Special Taxes shall be levied for each Fiscal year by the Board. The total number of taxable parcels shall be divided into the Special Tax Requirement as determined by the Board. The result shall be the levy on each parcel, except that the levy may never be more than $98.00 per parcel.

IV. Appeals and Interpretation Procedure Any taxpayer who feels that the amount or formula of the Special Tax is in error may file an application with MCOSD contesting the levy of the special tax. The General Manager of the MCOSD, or her or his appointee, shall promptly review the application and, if necessary, meet with the applicant. If the findings of the General Manager or the appointee verify that the Special Tax should be modified or changed, a recommendation to that effect will be made to the Board and, as appropriate, the Special Tax levy shall be corrected and, if applicable in any case, a refund shall be granted. If the General Manager or the appointee denies the application, the taxpayer may appeal that determination within 14 days of the mailing of notification of denial, to the Board under such procedures as the Board shall establish. The determination of the Board on the appeal shall be final for all purposes. The filing of an application or an appeal shall not relieve the taxpayer of the obligation to pay the Special Tax when due. Interpretations may be made by Resolution of the Board for purposes of clarifying any vagueness or ambiguity as it relates to any of the terms or provisions of this Appendix.

The Rate and Method of Apportionment of Special Tax also sets out a seven-step process by which the Treasurer is able to determine the correct amount of money to be collected from the parcels in the CFD for each fiscal year. This amount will be used to pay for current debt service on the CFO Local Obligations, to replenish the reserve fund with respect thereto to the reserve requirement, if necessary, to provide for anticipated delinquencies in the collection of the Special Tax, and pay administrative expenses. Subject to the Maximum Special Tax rates set forth in the Rate and Method of Apportionment of Special Taxes, the Treasurer will follow the seven-step process until the amount of the Special Tax levy equals the amount to be collected.

A-2 RA TE AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR COMMUNITY FACILITIES DISTRICT NO. 1997-1 (OLD ST. HILARY'S OPEN SPACE) The District has adopted and approved a Rate and Method of Apportionment of Special Taxes for the CFO No. 1997-1 as set forth in Exhibit C to Resolution No. 97-05 the Resolution of Formation establishing the CFO and authorizing the levy of Special Tax for the purpose of constructing and acquiring certain public improvements.

I. Definitions "Board" means the Board of Directors of the Marin County Open Space District, Marin County, California "CFD No. 1997-1" means Community Facilities District No. 1997-1 (Old St. Hilary's Open Space), Marin County Open Space District, Marin County, State of California. "Fiscal Year" means the period from July 1st of any calendar year through June 30th of the following calendar year. "MCOSD" means the Marin County Open Space District. "Property" means legal parcels (as of March I of the previous Fiscal Year, or later if adjustments are made after that date by the Marin County Assessor and Treasurerffax Collector) of real property in private ownership within CFD 1993-1. "Special Tax" means the special tax that may be levied on any Property for any Fiscal Year, and shall be levied as long as necessary to pay for authorized open space purchases, administrative costs and expenses of CFD 1993-1 and to discharge authorized debt obligations of CFD 1997-1. "Special Tax Requirement" is an amount to be determined annually by the Board. It shall be comprised of the amount necessary to pay the authorized costs and expenses of CFD 1997-1 including those necessary to administer the bonds, to replenish the reserve fund to its proper level, to compensate for anticipated Special Tax delinquencies (based upon past delinquency experience), and to pay directly for authorized facilities and services, less all other amounts, from any lawful source available for payment of those costs.

II. Maximum Annual Tax: All property shall be subject to a maximum, annual, Special Tax of $98 per parcel with the exception set forth below. Where proof is required, the proof must be submitted by June 1 in order for the exception to apply in the next Fiscal Year. The exceptions are: A. Parcels in public ownership, which are being used in the perfonnance of a public function, shall not be subject to the Special Tax (where public property is leased for private use, the private leasehold interest shall be subject to the Special Tax on the unsecured tax roll); B. Property exempt from regular ad valorem property taxation shall not be subject to the Special Tax - this exception contemplates, for example, churches, condominium complex common areas (to the extent the value of such areas is distributed among the condominium units for purposes of ad valorem taxation), and welfare exemptions; C. Property which is not buildable or developable because of some reasonably permanent incapacity shall not be subject to the Special Tax - this contemplates odd parcels or pieces which for historical or other reasons have not been merged into adjacent parcels, but which, because of size or other reasonably permanent disability, do not or cannot comprise a separate building site - provided the County

A-3 of Marin has approved an application for a lot merger and the owner of such Property has supplied proof of these facts satisfactory to the MCOSD (such as confinnation from the County Community Development Agency or the County Assessor-Recorder's Office) and has agreed to notify the MCOSD of any change in these facts (if these facts change, and notification is not given, the parcel shall be subject to the Special Tax from and including the year of the change, plus interest, penalties and costs as if the Special Tax had been levied and not paid); and D. Property owned and occupied by a person of at least 62 years of age of low income shall not be subject to the Special Tax - provided that by June 1 of each year such owner/occupant provides satisfactory proof of such status to the MCOSD. "A person of low income" shall mean an owner/occupant of a home where total household income is less than the amount provided in Franchise Tax Board Form 9000 or its successor (California Homeowner Assistance Claim) for the year in which the proof is submitted; and "satisfactory proof' shall mean a completed Form 9000, or a copy of the owner/occupant's Fonn 9000 filed with the Franchise Tax Board. There is no requirement, under this exception (and despite the use of Form 9000) that the owner/occupant be blind or disabled or that the owner/occupant file a Form 9000 with the Franchise Tax Board.

III. Method of Apportionment: The Special Taxes shall be levied for each Fiscal year by the Board. The total number of taxable parcels shall be divided into the Special Tax Requirement as determined by the Board. The result shall be the levy on each parcel, except that the levy may never be more than $98.00 per parcel.

IV. Appeals and Interpretation Procedure Any taxpayer who feels that the amount or formula of the Special Tax is in error may file an application with MCOSD contesting the levy of the special tax. The General Manager of the MCOSD, or her or his appointee, shall promptly review the application and, if necessary, meet with the applicant. If the findings of the General Manager or the appointee verify that the Special Tax should be modified or changed, a recommendation to that effect will be made to the Board and, as appropriate, the Special Tax levy shall be corrected and, if applicable in any case, a refund shall be granted. If the General Manager or the appointee denies the application, the taxpayer may appeal that determination within I 4 days of the mailing of notification of denial, to the Board under such procedures as the Board shall establish. The detennination of the Board on the appeal shall be final for all purposes. The filing of an application or an appeal shall not relieve the taxpayer of the obligation to pay the Special Tax when due. Interpretations may be made by Resolution of the Board for purposes of clarifying any vagueness or ambiguity as it relates to any of the terms or provisions of this Appendix.

The Rate and Method of Apportionment of Special Tax also sets out a seven-step process by which the Treasurer is able to detennine the correct amount of money to be collected from the parcels in the CFO for each fiscal year. This amount will be used to pay for current debt service on the CFO Local Obligations, to replenish the reserve fund with respect thereto to the reserve requirement, if necessary, to provide for anticipated delinquencies in the collection of the Special Tax, and pay administrative expenses. Subject to the Maximum Special Tax rates set forth in the Rate and Method of Apportionment of Special Taxes, the Treasurer will follow the seven-step process until the amount of the Special Tax levy equals the amount to be collected.

A-4 APPENDIXB

SUMMARY OF THE TRUST AGREEMENT

The following is a brief summary of the provisions of the Trust Agreement relating to the Bonds. Such summary is not intended to be definitive, and reference is made to the complete Trust Agreement for the definitive terms thereof

Definitions

The terms set forth below shall have the following meanings set forth herein, unless the context clearly otherwise requires:

"Accountant" shall mean an independent certified public accountant, or a firm of independent certified public accountants, selected by the Authority. "Annual Debt Service" shall mean, for each Fiscal Year, the sum of (1) the interest falling due on all Outstanding Bonds in such Fiscal Year, assuming that all Principal Installments are paid as scheduled (except to the extent that such interest is to be paid from the proceeds of sale of any Bonds), and (2) the scheduled Principal Installments of the Outstanding Bonds payable in such Fiscal Year. "Authority" shall mean the Marin County Open Space Financing Authority, a joint exercise of powers agency duly organized and existing under the laws of the State of Cal ifomia, and its successors. "Authorized Denominations" shall mean five thousand dollars ($5,000) and any integral multiple thereof, but not exceeding the principal amount of Bonds maturing on any one date. "Authorized Officer," when used with reference to the Authority, shall mean the Chair, Vice-Chair, Executive Director, Treasurer or any other person authorized by the Authority in a Written Order or resolution to perform an act or sign a document on behalf of the Authority for the purposes hereof, and when used with reference to the District, shall mean the General Manager, the Planning & Acquisition Manager, the District Secretary or any other person authorized by the District in a Written Order or resolution to perform an act or sign a document on behalf of the District for the purposes hereof. "Average Annual Debt Service" shall mean the average Annual Debt Service over all Fiscal Years during which the Bonds are scheduled to remain Outstanding. "Beneficial Owner" shall mean any Person who (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. "Bond" or "Bonds" shall mean any Bond or all of the Bonds, as the case may be, authorized and issued by the Authority and authenticated by the Trustee and delivered hereunder, including any Additional Bonds, if any, later issued under a Supplemental Trust Agreement as permitted by Section 3 .02 hereof, which Bonds are secured by a pledge of the Revenues. "Bond Counsel" shall mean an attorney-at-law, or a firm of such attorneys, of nationally recognized standing in matters pertaining to the tax-exempt nature of interest on obligations issued by states and their political subdivisions. "Bond Insurance Policy" shall mean the municipal bond insurance policy issued by the Bond Insurer guaranteeing the scheduled payment of principal and interest on the Bonds. "Bond Insurer" shall mean MBIA Insurance Corporation or any successor thereto or assignee thereof.

B-1 "Bond Register" shall mean the registration books specified as such in Section 2.06. "Business Day" shall mean any day other than (i) a Saturday or a Sunday or (ii) a day on which commercial banks in Los Angeles, California, or the city in which the Corporate Trust Office of the Trustee is located are closed. "Chair" shall mean the Chair of the Authority. "Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. "Continuing Disclosure Certificate" shall mean the Continuing Disclosure Certificate executed by the District, as the agent of the Authority, dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. "Corporate Trust Office" shall mean the office of the Trustee in Los Angeles, California, at which at any particular time its corporate trust business shall be administered, or such other office as it shall designate. "Dated Date" shall mean the date of delivery of the Bonds. "Defeasance Obligations" shall mean any of the following: (1) Cash. (2) U.S. Treasury Certificates, Notes and Bonds (including State and Local Government Series - "SLGs"). (3) Direct obligations of the Treasury which have been stripped by the Treasury itself, CATS, TIGRS and similar securities. (4) Resolution Funding Corp. (REFCORP) Only the interest component of REFCORP strips which have been stripped by request to the Federal Reserve Bank of New York in book entry form are acceptable. (5) Pre-refunded municipal bonds rated "Aaa" by Moody's and "AAA" by S&P. If however, the issue is only rated by S&P (i.e., there is no Moody's rating), then the pre-refunded bonds must have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations, or AAA rated pre-refunded municipals to satisfy this condition. (6) Obligations issued by the following agencies which are backed by the full faith and credit of the U.S.: a. U.S. Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership b. Farmers home Administration (FmHA) Certificates of beneficial ownership c. Federal Financing Bank d. General Services Administration Participation certificates e. U.S. Maritime Administration Guaranteed Title XI financing f. U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bond - U.S. government guaranteed public housing notes and bonds "Depository" shall mean the securities depository acting as Depository pursuant to Section 2.05.

B-2 "District" shall mean the Marin County Open Space District, a special district duly organized and existing under the laws of the State of California, and its successors. "DTC" shall mean The Depository Trust Company, New York, New York, and its successors and assigns. "Event of Default" shall mean any event of default specified as such in Section 8.01. "Expenses" shall mean all costs of issuing the Bonds; all administrative costs of the Authority and the District that are charged directly or apportioned to the administration of the Local Obligations and the Bonds, including but not limited to amounts owed to the Bond Insurer under Section 12.02, salaries and wages of employees, audits, overhead and taxes (if any); legal and financial consultant fees and expenses; amounts necessary to pay to the United States of America or otherwise to satisfy requirements of the Code in order to maintain the tax-exempt status of the Bonds; compensation, reimbursement and indemnification of the Trustee, together with all other reasonable and necessary costs of the Authority and the District or charges required to be paid by either of them to comply with the terms hereof, the Bonds or the Local Obligations; all fees and costs incurred by the Authority or the District in the course of complying with requirements for continuing disclosure pursuant hereto; and all reasonable fees, costs and expenses of a nature similar to any of the foregoing. "Expense Fund" shall mean the fund by that name established pursuant to Section 5.01. "Fiscal Year" shall mean the fiscal year of the Authority, which at the date hereof is the period commencing on July 1 in each calendar year and ending on June 30 in the following calendar year. "Fund" or "Funds" shall mean any or all, as the case may be, of the Revenue Fund, the Expense Fund, the Interest Fund, the Principal Fund, the Redemption Fund, the Reserve Fund, the Proceeds Fund, the Local Obligation Fund and the Rebate Fund, including all accounts therein. "General Manager" shall mean the person who is the duly appointed and acting General Manager of the District. "Government Obligations" shall mean and include any of the following securities: United States Treasury Obligations - State and Local Government Series (SLGS), and United States Treasury bills, notes and bonds. "Information Services" shall mean the following information services: (i) Financial Information, Inc.'s "Daily Called Bond Service," 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor, (ii) Kenny Information Services "Called Bond Service," 65 Broadway Street, 28th Floor, New York, New York 10004, (iii) Moody's "Municipal and Government," 99 Church Street, 8th Floor, New York, New York 10007, Attention: Municipal News Reports, and (iv) Standard and Poor's "Called Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004; or, in accordance with then-current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds, or no such services, as the Authority may designate in an Officer's Certificate delivered to the Trustee. "Interest Fund" shall mean the fund by that name established pursuant to Section 5.01. "Interest Payment Date" shall mean March 15 and September 15 in each year, commencing on September 15, 2002. "Investment Securities" shall mean and include any of the following securities, to the extent permitted by the laws of the State and the District's Investment Policy as it may be amended from time to time:

1. (a) Direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America ("United States Treasury Obligations"),

(b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency

B-3 or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or ( d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated.

2. Federal Housing Administration debentures.

3. The following listed obligations of government-sponsored agencies which are not backed by the full faith and credit of the United States of America:

-Federal Home Loan Mortgage Corporation (FHLMC) Participation certificates ( excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) Senior Debt obligations

-Farm Credit Banks (formerly: Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives) Consolidated system-wide bonds and notes

-Federal Home Loan Banks (FHL Banks) Consolidated debt obligations

-Federal National Mortgage Association (FNMA) Senior debt obligations Mortgage-backed securities ( excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts)

-Student Loan Marketing Association (SLMA) Senior debt obligations ( excluded are securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date)

-Financing Corporation (FICO) Debt obligations

-Resolution Funding Corporation (REFCORP) Debt obligations

4. Unsecured certificates of deposit, time deposits, and bankers' acceptances (having maturities of not more than 30 days) of any bank the short-term obligations of which are rated 'A-1' or better by S&P.

5. Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation (FDIC), in banks which have capital and surplus of at least $5 million.

6. Commercial paper (having original maturities of not more than 270 days) rated 'A-1 +' by S&P and 'Prime-I' by Moody's.

B-4 7. Money market funds rated 'AAm' or 'AAm-G' by S&P, or better including any fund for which the Trustee or any of its affiliates provides investment advisory, management of sponsorship services.

8. "State Obligations", which means:

A. Direct general obligations of any state of the United States of America or any subdivision or agency thereof to which is pledged the full faith and credit of a state the unsecured general obligation debt of which is rated 'A3' by Moody's and 'A' by S&P, or better, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated. B. Direct general short-term obligations of any state agency or subdivision or agency thereof described in (A) above and rated 'A-1+' by S&P and 'Prime-I' by Moody's. C. Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state, state agency or subdivision described in (A) above and rated' AA' or better by S&P.

9. Pre-refunded municipal obligations rated "AAA" by S&P meeting the following requirements:

A. the municipal obligations are (1) not subject to redemption prior to maturity or (2) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions; B. the municipal obligations are secured by cash or United States Treasury Obligations which may be applied only to payment of the principal of, interest and premium on such municipal obligations; C. the principal of and interest on the United States Treasury Obligations (plus any cash in the escrow) has been verified by the report of independent certified public accountants to be sufficient to pay in full all principal of, interest, and premium, if any, due and to become due on the municipal obligations ("Verification"); D. the cash or United States Treasury Obligations serving as security for the municipal obligations are held by an escrow agent or trustee in trust for owners of the municipal obligations; E. no substitution of a United States Treasury Obligation shall be permitted except with another United States Treasury Obligation and upon delivery of a new Verification; and F. the cash or United States Treasury Obligations are not available to satisfy any other claims, including those by or against the trustee or escrow agent.

10. Repurchase agreements:

With (1) any domestic bank, or domestic branch of a foreign bank, the long term debt of which is rated at least "A" by S&P and Moody's; or (2) any broker-dealer with "retail customers" or a related affiliate thereof which broker-dealer has, or the parent company (which guarantees the provider) of which has, long-term debt rated at least "A" by S&P and Moody's, which broker-dealer falls under the jurisdiction of the Securities Investors Protection Corporation; or (3) any other entity rated "A" or better by S&P, provided that:

B-5 a. The market value of the collateral is maintained at levels and upon such conditions as would be acceptable to S&P and Moody's to maintain an "A" rating in an "A" rated structured financing (with a market value approach); b. The Trustee or a third party acting solely as agent therefor or for the Authority (the "Holder of the Collateral") has possession of the collateral or the collateral has been transferred to the Holder of the Collateral in accordance with applicable state and federal laws ( other than by means of entries on the transferor's books); c. The repurchase agreement shall state and an opinion of counsel shall be rendered at the time such collateral is delivered that the Holder of the Collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collateral 1s m possession); d. All other requirements of S&P in respect of repurchase agreements shall be met. e. The repurchase agreement shall provide that if during its term the provider's rating by either Moody's or S&P is withdrawn or suspended or falls below "A-" by S&P or "A3" by Moody's, as appropriate, the provider must, at the direction of the Authority or the Trustee, within IO days of receipt of such direction, repurchase all collateral and terminate the agreement, with no penalty or premium to the Authority or Trustee.

Notwithstanding the above, if a repurchase agreement has a term of 270 days or less (with no evergreen provision), collateral levels need not be as specified in (a) above, so long as such collateral levels are I 03% or better and the provider is rated at least "A" by S&P and Moody's, respectively.

11. Investment agreements with a domestic or foreign bank or corporation ( other than a life or property casualty insurance company) the long-term debt of which, or, in the case of a guaranteed corporation the long-term debt, or, in the case of a monoline financial guaranty insurance company, claims paying ability, of the guarantor is rated at least "AA" by S&P and "Aa" by Moody's; provided that written notice is given to S&P prior to the execution of any investment agreement; and provided further that, by the terms of the investment agreement:

(I) interest payments are to be made to the Trustee at times and in amounts as necessary to pay debt service on the Bonds;

(2) the invested funds are available for withdrawal without penalty or premium, at any time upon not more than seven days' prior notice; the Authority and the Trustee hereby agree to give or cause to be given notice in accordance with the terms of the investment agreement so as to receive funds thereunder with no penalty or premium paid;

(3) the investment agreement shall state that it is the unconditional and general obligation of, and is not subordinated to any other obligation of, the provider thereof; or, in the case of a bank, that the obligation of the bank to make payments under the agreement ranks pari passu with the obligations of the bank to its other depositors and its other unsecured and unsubordinated creditors;

(4) the Authority and the Trustee receives the opinion of domestic counsel (which opinion shall be addressed to the Authority and the Bond Insurer) that such investment agreement is legal, valid, binding and enforceable upon the provider

B-6 in accordance with its terms and of foreign counsel (if applicable) in form and substance acceptable, and addressed to, the Bond Insurer, the Authority and the Trustee;

(5) the investment agreement shall provide that if during its term

(a) the provider's rating by either S&P or Moody's falls below "AA-" or "Aa3", respectively, the provider shall, at its option, within l O days of receipt of publication of such downgrade, either (i) collateralize the investment agreement by delivering or transferring in accordance with applicable state and federal laws (other than by means of entries on the provider's books) to the Authority, the Trustee or a third party acting solely as agent therefor (the "Holder of the Collateral") collateral free and clear of any third-party liens or claims the market value of which collateral is maintained at levels and upon such conditions as would be acceptable to S&P and Moody's to maintain an "A" rating in an "A" rated structured financing (with a market value approach); or (ii) repay the principal of and accrued but unpaid interest on the investment, and

(b) the provider's rating by either S&P or Moody's is withdrawn or suspended or falls below "A-" or "A3", respectively, the provider must, at the direction of the Authority or the Trustee, within 10 days of receipt of such direction, repay the principal of and accrued but unpaid interest on the investment, in either case with no penalty or premium to the Authority or Trustee; and

(6) The investment agreement shall state and an opm10n of counsel shall be rendered, in the event collateral is required to be pledged by the provider under the terms of the investment agreement, at the time such collateral is delivered, that the Holder of the Collateral has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof (in the case of bearer securities, this means the Holder of the Collateral is in possession);

(7) the investment agreement must provide that if during its term

(a) the provider shall default in its payment obligations, the provider's obligations under the investment agreement shall, at the direction of the Authority or the Trustee (who shall give such direction if so directed by the Bond Insurer), be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the Authority or Trustee, as appropriate, and

(b) the provider shall become insolvent, not pay its debts as they become due, be declared or petition to be declared bankrupt, etc. ("event of insolvency"), the provider's obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the Authority or Trustee, as appropriate.

12. The Local Agency Investment Fund (Sections 53600-53609 of the California Government Code), as amended or supplemented from time to time; provided, that such investment is held in the name and to the credit of the Trustee; and provided further, that the Trustee may restrict such investment if required to keep monies available for the purposes hereof.

13. Shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the California Government Code which invests exclusively in investments permitted

B-7 by Section 53635 of the California Government Code, as amended or supplemented from time to time; provided, that such shares are held in the name and to the credit of the Trustee.

"Law" shall mean the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of Chapter 5 of Division 7 of Title I of the California Government Code, as amended and supplemented from time to time. "Letter of Representations" shall mean the letter of the Authority and the Trustee, if required, delivered to and accepted by the Depository on or prior to the issuance of the Bonds setting forth the basis on which the Depository serves as depository for the Bonds, as originally executed or as it may be supplemented or revised or replaced by a letter to a substitute depository. "Local Obligation Fund" shall mean the fund by that name established pursuant to Section 5.01. "Local Obligation Resolutions" shall mean the Reassessment Local Obligation Resolution and the Special Tax Local Obligation Resolutions. "Local Obligations" shall mean the Reassessment Local Obligations and the Special Tax Local Obligations. "Maximum Annual Debt Service" shall mean the largest Annual Debt Service during the period from the date of such determination through the final maturity date of any Outstanding Bonds. "Mello-Roos Act" shall mean the Mello-Roos Community Facilities Act of 1982, being Chapter 2.5, Division 2, Title 5 of the California Government Code, as amended and supplemented from time to time. "Nominee" shall mean the nominee of the Depository, which may be the Depository, as determined from time to time pursuant to Section 2.05. "Officer's Certificate" shall mean a certificate signed by an Authorized Officer. "Opinion of Bond Counsel" shall mean a legal opinion signed by a Bond Counsel. "Outstanding" shall mean, \vith respect to the Bonds and as of any date, the aggregate of Bonds authorized, issued, authenticated and delivered hereunder, except: (a) Bonds canceled or surrendered to the Trustee for cancellation pursuant to Section 2.09; (b) Bonds deemed to have been paid pursuant to Section 12.02; and ( c) Bonds in I ieu of or in substitution for which other Bonds shall have been authenticated and delivered pursuant to Section 2.03. "Owner" shall mean, as of any date, the Person or Persons in whose name or names a particular Bond shall be registered on the Bond Register as of such date. "Participants" shall mean those broker-dealers, banks and other financial institutions from time to time for which the Depository holds the Bonds as securities depository. "Person" shall mean an individual, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or a government or political subdivision thereof. "Prepayment Account" shall mean the account by that name within the Revenue Fund established pursuant to Section 5.06(c). "Principal Fund" shall mean the fund by that name established pursuant to Section 5.01. "Principal Installment" shall mean, with respect to any Principal Payment Date, the principal amount of Outstanding Bonds due on such date, if any. "Principal Payment Date" shall mean September 15 of each year commencing on September 15, 2002, and ending on September 15, 2027. "Proceeds Fund" shall mean the fund by that name established pursuant to Section 5.01.

B-8 "Reassessment Act" shall mean the Refunding Bond Act of 1984 for 1915 Improvement Act Bonds, being Division 11.5 of the California Streets and Highways Code, as amended and supplemented from time to time. "Reassessment Local Obligations" shall mean the limited obligation refunding bonds to be authorized and issued by the District pursuant to the Reassessment Act to provide funds with which to redeem on September 15, 2002, the remaining outstanding limited obligation improvement bonds of (a) the District's Pacheco Valle Open Space Assessment District, issued in 1995 in the principal amount of $246,309.34, and (b) the District's Little Mountain Open Space Assessment District, issued in 1995 in the principal amount of $483,272.00, in each case with a final maturity of September 15, 2020. "Reassessment Local Obligation Resolution" shall mean the resolution adopted by the Board of Directors of the District on April 16, 2002, providing for the issuance of the Reassessment Local Obligations upon the security of the unpaid reassessments levied in the reassessment district known as the Marin County Open Space District 2002 Consolidated Open Space Reassessment District. "Reassessment Prepayments" shall mean that portion of Revenues which are paid to the District by or on behalf of the owner of a parcel subject to the reassessment obligation to accomplish a pay-off of the reassessment obligation pertaining to such parcel and the discharge of the reassessment lien respecting such parcel (except the portion thereof, if any, which represents accrued interest on the Reassessment Local Obligations). "Reassessment Revenues" shall mean all moneys collected and received by the District on account of unpaid reassessment obligations, including amounts collected in the normal course via direct billing by the District, amounts paid to the District to reinstate delinquent reassessment installments, Reassessment Prepayments, and amounts received by the District as a result of superior court foreclosure proceedings brought to enforce payment of delinquent reassessment installments, but excluding therefrom any amounts explicitly included therein on account of collection charges, administrative cost charges, or attorneys' fees and costs paid as a result of foreclosure actions. "Rebate Fund" shall mean the fund by that name established pursuant to Section 5.0 I. "Rebate Instructions" shall mean the calculations and directions required to be delivered to the Trustee by the Authority pursuant to the Tax Certificate. "Rebate Requirement" shall mean the Rebate Requirement defined in the Tax Certificate. "Record Date" shall mean the last day of the month preceding any Interest Payment Date, whether or not such day is a Business Day. "Redemption Fund" shall mean the fund by that name established pursuant to Section 5.01. "Reserve Facility" shall mean an insurance policy, surety bond, or like instrument, if any, issued by the Bond Insurer and purchased by the Issuer and credited to the Reserve Fund for the Bonds in lieu of an amount of cash equal to the face amount of such facility. "Reserve Fund" shall mean the fund by that name established pursuant to Section 5.01. "Reserve Requirement" shall mean, as of any date of calculation, Maximum Annual Debt Service, which amount shall be reduced in the event of a partial redemption of the Bonds pursuant to Section 4.02 as set forth in the Written Order delivered to the Trustee pursuant to Section 4.05 in connection with such redemption. "Revenue Fund" shall mean the fund by that name established pursuant to Section 5.01. "Revenues" shall mean the Reassessment Revenues, the Special Tax Revenues and all other amounts received by the Trustee as the payment of interest or premiums on, or the equivalent thereof, and the payment or return of principal of, or the equivalent thereof, all Local Obligations, whether as a result of scheduled payments, Reassessment Prepayments, Special Tax Eminent Domain Prepayments or remedial proceedings taken in the event of a default thereon; and all investment earnings on any moneys held in the Funds established hereunder, except the Rebate Fund; provided that the payments made to the Trustee by

B-9 the District and the Authority pursuant to Section 5.09 of this Trust Agreement on account of Expenses shall not constitute Revenues within the meaning of this definition but shall be available only for deposit in the Expense Fund for the payment of Expenses. "Secretary" shall mean the Secretary of the Authority. "Securities Depositaries" shall mean the following registered securities depositaries: (i) The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax516/227-4039 or 4190, (ii) Midwest Securities Trust Company, Capital Structures-Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax - 312/663-2343, and (iii) Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Dex - 215/496-5058; or, in accordance with then-current guidelines of the Securities and Exchange Commission, such other securities depositaries, or no such depositaries, as the Authority may designate in an Officer's Certificate delivered to the Trustee. "S&P" shall mean Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of New York, and its successors or assigns, except that if such entity shall be dissolved or liquidated or shall no longer perform the functions of a municipal securities rating agency, then the term "S&P" shall be deemed to refer to any other nationally recognized municipal securities rating agency selected by the District (which shall be under no liability by reason of such selection). "Special Record Date" shall mean the date established by the Trustee pursuant to Section 2.01 as a record date for the payment of defaulted interest on the Bonds. "Special Tax Local Obligations" shall mean the special tax bonds being issued by the Authority pursuant to the Mello-Roos Act to provide funds with which to (a) redeem on July 15, 2002, the remaining outstanding special tax bonds of the District's Community Facilities District No. 1993-1 (Old St. Hilary's Open Space), issued in 1995 in the principal amount of $3,590,000, with a final maturity of July 15, 2024, (b) redeem on July 15, 2004, the remaining outstanding special tax bonds of the District's Community Facilities District No. 1997-1 (Old St. Hilary's Open Space), issued in 1997 in the principal amount of $4,000,000, with a final maturity of July 15, 2027, and (c) finance the acquisition, improvement and maintenance of additional authorized open space facilities. "Special Tax Local Obligation Resolutions" shall mean the two resolutions adopted by the Board of Directors of the District on April 16, 2002, providing for the issuance of the Special Tax Local Obligations upon the security of the unpaid special tax obligations levied in the two community facilities districts known as (a) the Marin County Open Space District Community Facilities District No. 1993-1 (Old St. Hilary's Open Space) and (b) the Marin County Open Space District Community Facilities District No. 1997-1 (Old St. Hilary's Open Space), respectively. "Special Tax Eminent Domain Prepayments" shall mean that portion of Revenues which are paid to the District, as issuer of the Special Tax Local Obligations, pursuant to Sections 53317.3 and 53317.5 of the Mello-Roos Act, to accomplish a pay-off of the special tax obligation pertaining to any parcel which has been acquired by a public entity through eminent domain proceedings, it being expressly acknowledged that no provision has been made for any property owner to prepay the special tax obligation on such property owner's own initiative or election. "Special Tax Revenues" shall mean all moneys collected and received by the Authority on account of unpaid special tax obligations, including amounts collected in the normal course via direct billing by the Authority, Special Tax Eminent Domain Prepayments, and amounts received by the Authority as a result of property tax enforcement proceedings brought to enforce payment of delinquent reassessments, but excluding therefrom any amounts explicitly included therein on account of collection charges, administrative cost charges, or any other authorized fees and costs incurred or paid as a result of property tax enforcement actions. "State" shall mean the State of California. "Supplemental Trust Agreement" shall mean any trust agreement supplemental to or amendatory of the B-10 Trust Agreement which is duly executed and delivered in accordance with the provisions of Article XI. "Tax Certificate" shall mean that certificate, relating to various federal tax requirements, including the requirements of Section I 48 of the Code, signed by the Authority and the District on the date the Bonds are issued, as the same may be amended or supplemented in accordance with its terms. "Treasurer" shall mean the Treasurer of the Authority. "Trust Agreement" shall mean this Trust Agreement executed and entered into as of June I, 2002, by and among the Authority, the District and the Trustee, pursuant to which the Bonds are to be issued, as amended or supplemented from time to time in accordance with its terms. "Trustee" shall mean BNY Western Trust Company, a state banking corporation duly organized and existing under the laws of the State of California, in its capacity as trustee hereunder, and any successor as trustee hereunder. "Trust Estate" shall have the meaning ascribed thereto in the granting clause hereof. "Vice-Chair" shall mean the Vice-Chair of the Authority. "Written Order," when used with reference to the Authority, shall mean a written direction of the Authority to the Trustee signed by an Authorized Officer, and when used with reference to the District, shall mean a written direction of the District to the Trustee signed by an Authorized Officer.

REVENUES AND FUNDS FOR BONDS

Establishment of Funds. There is hereby established with the Trustee, and the Trustee hereby agrees to maintain, the following special trust funds for the Bonds, which the Trustee shall keep separate and apart from all other funds and moneys held by it: the Revenue Fund, the Interest Fund, the Principal Fund, the Expense Fund, the Redemption Fund, the Proceeds Fund, the Reserve Fund, the Local Obligation Fund and the Rebate Fund.

Deposit of Proceeds of Bonds and Other Funds. The proceeds received from the sale of the Bonds on the Closing Date and other funds received by the Trustee on or before the Closing Date shall be applied by the Trustee on the Closing Date as follows:

(a) The Trustee shall deposit in the Interest Fund the sum of $____ , representing capitalized interest on the Bonds payable on September I 5, 2002;

(b) The Trustee shall deposit in the Expense Fund the sum of$____ ; and

(c) The Trustee shall deposit the balance of such proceeds, in the amount of$-----· in the Proceeds Fund.

In lieu of any cash deposit in the Reserve Fund, the Trustee shall deposit the Reserve Facility in the Reserve Fund on the Closing Date.

Proceeds Fund. Amounts in the Proceeds Fund shall be applied on the Dated Date by the Trustee upon receipt of a Written Order of the Authority to the purchase of the Local Obligations designated in such Written Order. If any amount shall remain in the Proceeds Fund following such purchase, such amount shall be deposited by the Trustee in the Revenue Fund.

Local Obligation Fund. All Local Obligations acquired by the Trustee pursuant to Section 5.03 shall be registered in the name of the Trustee, as assignee of the Authority, and shall be deposited in the Local Obligation Fund, which the Trustee shall establish and maintain. Neither the Trustee nor the Authority may sell the Local Obligations without the prior written consent of the Bond Insurer.

B-1 I Revenue Fund. All Revenues received by the Trustee, other than Revenues derived from Reassessment Prepayments or Special Tax Eminent Domain Prepayments (which shall be deposited in the Prepayment Account and administered in accordance with Section 5.06), shall be deposited by the Trustee into the Revenue Fund. Not later than one (1) Business Day prior to each Interest Payment Date and Principal Payment Date on the Bonds, the Trustee shall transfer Revenues from the Revenue Fund, in the amounts specified in Sections 5.07, 5.08 and 5.10, and in that same order of priority, for deposit into the respective Funds specified therein, the requirements of each Fund to be fully satisfied, leaving no deficiencies therein, prior to any deposit into any Fund later in priority.

Revenues Derived From Reassessment Prepayments or Special Tax Eminent Domain Prepayments.

The Authority and the District acknowledge that the Reassessment Act and the Mello-Roos Act, respectively, require that amounts received by the District on account of Reassessment Prepayments or Special Tax Eminent Domain Prepayments, as the case may be, shall be utilized, in accordance with the Reassessment Act or the Mello-Roos Act, as the case may be, for the sole purpose of prior redemption of the corresponding Local Obligations, and not to pay current, scheduled debt service payments on the corresponding Local Obligations. Correspondingly, in order to maintain a proper matching between debt service payments on the corresponding Local Obligations and debt service payments on the Bonds, all Revenues received by the Trustee which constitute Reassessment Prepayments or Special Tax Eminent Domain Prepayments, when received by the District, shall be transferred to the Trustee and shall be utilized by the Trustee pursuant to Section 4.02 and this section. The District shall provide the Trustee with written notification of any amounts sent to the Trustee by the District which constitute Reassessment Prepayments, and the Authority shall provide the Trustee with written notification of any amounts sent to the Trustee by the Authority which constitute Special Tax Eminent Domain Prepayments.

In connection with any prepayment of reassessments or special tax obligations, the District (in the case of Reassessment Prepayments) and the Authority (in the case of Special Tax Eminent Domain Prepayments) shall provide a credit to the prepaying property owner on account of the cash deposits to the Reserve Fund. To facilitate the establishment of the amount of such credit, the District shall provide the Trustee, concurrently with the transfer of the proceeds of such Reassessment Prepayments and Special Tax Eminent Domain Prepayments, respectively, with a Written Order specifying the amount to be withdrawn from the Reserve Fund being maintained by such Trustee and transferred to the Prepayment Account along with the proceeds of such Reassessment Prepayments or Special Tax Eminent Domain Prepayments, as the case may be; provided, however, that such credit shall only be available to the extent that, following such credit and the corresponding reduction of the Reserve Requirement as provided in Section 5 .10( d), the Reserve Fund shall be funded to the Reserve Requirement.

All Revenues derived from Reassessment Prepayments or Special Tax Eminent Domain Prepayments received by the Trustee shall be immediately deposited in the Prepayment Account within the Revenue Fund, which account the Trustee agrees to establish and maintain. All other amounts on deposit in the Prepayment Account shall be transferred to the Redemption Fund to be used to redeem Bonds pursuant to Section 4.02.

Interest Fund. The Trustee shall deposit in the Interest Fund not less than one Business Day before each Interest Payment Date from the Revenue Fund an amount of Revenues which together with any amounts then on deposit in the Interest Fund is equal to the interest on the Bonds due on such date. On each Interest Payment Date, the Trustee shall pay the interest due and payable on the Bonds on such date from the Interest Fund. All amounts in the Interest Fund shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it shall become due and payable.

Principal Fund. After satisfying the requirements of the foregoing Section 5.07 respecting deposits in the Interest Fund, the Trustee shall deposit in the Principal Fund not less than one Business Day (i) before each March 15 from the Revenue Fund an amount of Revenues which is equal to one-half of the principal amount of Bonds maturing on the next succeeding September 15 and (ii) before each September 15 from B-12 ------

the Revenue Fund an amount of Revenues which, together with any amounts then on deposit in the Principal Fund ( other than amounts previously deposited on account of any Bonds which have matured but which have not been presented for payment), is sufficient to pay the Principal Installments on the Bonds when due on such Principal Payment Date. The Trustee shall pay from amounts in the Principal Fund the Principal Installments when due upon presentation and surrender of the Bonds.

Expense Fund. The District covenants for the benefit of the Trustee that, in establishing each year the amount of reassessment installments and the amount of special taxes, provision shall be made for inclusion in such reassessment installments and special taxes to be levied for the ensuing tax year amounts sufficient to pay the Expenses estimated to become payable during such ensuing tax year, whether to the Trustee or to other Persons. The amount of such estimated Expenses shall be allocated to the Reassessment Local Obligations and to the Special Tax Local Obligations in proportion to their respective principal amounts of Local Obligations outstanding.

In addition to timely payment of the principal of and the interest and redemption premiums, if any, on the Local Obligations, the District shall also deposit with the Trustee amounts representing Expenses payable to the Trustee and Expenses payable to any other party by the Trustee. Amounts in the Expense Fund shall be applied by the Trustee to the payment of Expenses upon receipt of a Written Order of the Authority stating the Person to whom payment is to be made, the amount and purpose of the payment and that the payment is a proper charge against the Expense Fund, but the Trustee shall not be obligated to pay any such amount which exceeds the balance then in the Expense Fund.

Reserve Fund.

The Trustee shall deposit in the Reserve Fund a sum which, when added to the face amount of the Reserve Facility, shall be equal to the Reserve Requirement. After satisfying the requirements of the foregoing Sections 5.07 and 5 .08 respecting deposits in the Interest Fund and the Principal Fund, the Trustee shall deposit in the Reserve Fund from the Revenue Fund an amount of Revenues necessary to (i) repay any draws on the Reserve Facility and pay any amounts owed to the Bond Insurer with respect to the Reserve Facility and (ii) replenish the cash portion of the Reserve Fund so that the amount on deposit in the Reserve Fund (taking into account the amount then available under the Reserve Facility) is equal to the Reserve Requirement. Except as provided in subsections (b) and (d) below, all amounts in the Reserve Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on or the principal of, the Bonds; but solely in the event that insufficient moneys are available in the Interest Fund, the Principal Fund or the Redemption Fund for such purpose.

Except as provided in Section 6.02(d), the Trustee shall retain in the Reserve Fund all earnings on amounts on deposit in the Reserve Fund, which amounts shall be applied as provided in subsection (a) hereof.

In the event of a draw on the Reserve Fund, the Trustee shall withdraw all cash prior to making any draw on the Reserve Facility except that the Bond Insurer may consent in writing to a draw on the Reserve Facility prior to withdrawal of all cash. In the event of any replenishment of the Reserve Fund after a draw, the Trustee shall apply such amounts first to the reinstatement of the principal amount of the Reserve Facility, second to the payment of interest and other costs owed to the Bond Insurer with respect to the Reserve Facility and third to deposit in the Reserve Fund to bring the Reserve Fund up to the Reserve Requirement.

The Reserve Requirement shall be reduced by the amount of any withdrawal from the Reserve Fund in connection with a Reassessment Prepayment or Special Tax Prepayment, as provided in Section 5.06(b). In such event, any reduction in the Reserve Fund shall be made pro rata among the cash and the Reserve Facility as directed by the Authority, so that after such reduction, the amount of the Reserve Fund represented by the Reserve Facility, assuming that any draws on the Reserve Facility have been

B-13 reinstated under the tenns of the Policy and this Agreement, shall be proportionally the same as before the prepayment. The amount of the cash reduction shall be withdrawn from the Reserve Fund and transferred to the District or the Authority, as the case may be, to be used as a credit against the Reassessment Prepayment; provided, that after such transfer the amount in the Reserve Fund (taking into account the amount then available under the Reserve Facility) shall not be less than the Reserve Requirement.

Upon any payment by the Bond Insurer under the Reserve Facility, the Bond Insurer shall furnish to the Authority written instructions as to the manner in which payment of amounts owed to the Bond Insurer as a result of such payment under the Reserve Facility shall be made.

The Authority shall pay the Bond Insurer the principal amount of any draws under the Reserve Facility and pay all related reasonable expenses incurred by the Bond Insurer and shall pay interest thereon from the date of payment by the Bond Insurer at the Late Payment Rate (as said term is defined in the Reserve Facility).

If the Authority shall fail to pay any Policy Costs in accordance with this subsection (f), the Bond Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided under Article VIII of this Trust Agreement.

This Trust Agreement shall not be discharged until all Policy Costs owing to the Bond Insurer shall have been paid in full. The Authority's obligation to pay such amounts shall expressly survive payment in full of the Bonds.

The Authority expressly acknowledges that in addition to all other requirements specified by Section 3.02 of this Trust Agreement respecting the issuance of Additional Bonds, and as a condition to providing the prior written consent of the Bond Insurer expressly required by said Section 3.02 as a condition precedent to the issuance of Additional Bonds, all Policy Costs owing to the Bond Insurer shall have been paid in full.

The Trustee shall take any and all steps necessary in order to allow for the timely liquidation or withdrawal from any investment of amounts on deposit in the Reserve Fund such that any such amounts which are needed to pay the interest on or principal of the Bonds will be available on the applicable Interest Payment Date or Principal Payment Date, as the case may be.

Redemption Fund. (a) All money held in or transferred to the Redemption Fund pursuant to Section 5.06(d) shall be used for the purpose of redeeming or purchasing all or a portion of the Outstanding Bonds pursuant to Sections 4.02 and 4.08.

(b) The Trustee shall use amounts in the Redemption Fund for the payment of the redemption price of Bonds called for redemption pursuant to Section 4.02 or the purchase price of Bonds purchased pursuant to Section 4.08, together with accrued interest to the redemption or purchase date.

Rebate Fund. The Trustee agrees to establish and maintain a Fund separate from any other fund established and maintained hereunder designated the Rebate Fund. The Trustee shall deposit in the Rebate Fund, from funds made available by the Authority, the Rebate Requirement, all in accordance with Rebate Instructions received from the Authority. The Trustee will apply moneys held in the Rebate Fund as provided in Section 7.04 and according to written instructions provided by the Authority. Subject to the provisions of Section 7.04, moneys held in the Rebate Fund are hereby pledged to secure payments to the United States of America, and the Authority and the District and the Owners will have no rights in or claim to such moneys. The Trustee will invest all amounts held in the Rebate Fund in Investment Securities as directed in writing by the Authority and all investment earnings with respect thereto shall be deposited in the Rebate Fund.

8-14 Upon receipt of the Rebate Instructions required by the Tax Certificate to be delivered to the Trustee, the Trustee will remit part or all of the balance held in the Rebate Fund to the United States of America as so directed. In addition, if the Rebate Instructions so direct, the Trustee will deposit money into or transfer money out of the Rebate Fund from or into such Funds as the Rebate Instructions shall direct. The Trustee shall be deemed conclusively to have complied with such provisions if it follows the written directions of the Authority including supplying all necessary information in the manner provided in the Tax Certificate to the extent such information is reasonably available to the Trustee, and shall have no liability or responsibility to monitor or enforce compliance by the Authority with the terms of the Tax Certificate. The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this section, other than from moneys held in the Rebate Fund or from other moneys provided to it by the Authority. The Trustee shall not be responsible for computing the Rebate Requirement. Computations of the Rebate Requirement shall be furnished to the Trustee or on behalf of the Authority in accordance with the Tax Certificate. Notwithstanding any other provision hereof, including in particular Article XII pertaining to defeasance, the obligation of the Authority to remit the rebate amounts to the United States of America and to comply with all other requirements of this section and the Tax Certificate shall survive the defeasance or payment in full of the Bonds.

SECURITY FOR AND INVESTMENT OF MONEY

Security. All money required to be deposited with or paid to the Trustee in any of the Funds ( other than the Rebate Fund) referred to in any provision hereof shall be held by the Trustee in trust, and except for money held for the payment or redemption of Bonds or the payment of interest on Bonds pursuant to Section 12.03, shall, while held by the Trustee, constitute part of the Trust Estate and shall be subject to the lien and pledge created hereby.

Investment of Funds. (a) So long as the Bonds are Outstanding and there is no default hereunder, money on deposit to the credit of the Redemption Fund, the Revenue Fund, the Interest Fund, the Principal Fund, the Reserve Fund and all accounts within such Funds ( other than amounts invested in Local Obligations) shall, at the request of an Authorized Officer specifying and directing that such investment of such money be made, be invested by the Trustee in Investment Securities having maturities or otherwise providing for availability of money when needed for purposes hereof; provided that investments purchased with funds on deposit in the Reserve Fund shall have an average weighted term to maturity not greater than five years (for purposes of such calculation, investments which allow for withdrawals on any Interest Payment Date or any other date at par shall be deemed to have a term to maturity to the first permitted date of withdrawal at par), and money held in the Rebate Fund shall, at the request of an Authorized Officer specifying and directing that such investment of such money be made, be invested by the Trustee in Government Obligations having maturities or otherwise providing for availability of money when needed for purposes hereof, and the Trustee shall be entitled to rely on such instructions for purposes of this section. The Authority, in issuing such written instructions, shall comply with the provisions of the Tax Certificate. In the absence of written instructions from the Authority regarding investment, such money shall be invested in investments described in clause (7) of the definition of Investment Securities. The Trustee or any of its affilitates may act as principal or agent in the acquisition or disposition of any investments. The District and the Authority acknowledge that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District or the Authority the right to receive brokerage confirmations of security transactions as they occur, the District and the Authority specifically waive receipt of such confirmations to the extent permitted by law. The Trustee shall furnish the District and the Authority periodic cash transaction statements (at least monthly) which include detail for all investment transactions made by the Trustee hereunder, which statements shall include the amount of all brokerage commissions or other fees, whether charged by the Trustee or a third party.

B-15 (b) Money on deposit in the Proceeds Fund, if any, shall be either transferred as provided in Section 5.03 hereof or invested in lnvestment Securities pursuant to a Written Order of the Authority, and such money may not be reinvested in any other Investment Securities unless the Trustee receives, at the time of such reinvestment, a further Written Order of the Authority to the effect that, after such reinvestment, the Revenues will be sufficient to pay principal and interest on the Bonds when due.

(c) Notwithstanding anything to the contrary contained herein, an amount of interest received with respect to any lnvestment Security equal to the amount of accrued interest, if any, paid as part of the purchase price of such lnvestment Security shall be credited to the Fund from which such accrued interest was paid. The Trustee shall not be responsible for any losses or consequences of any investment if it follows such instructions in good faith. Notwithstanding anything to the contrary contained herein, the Trustee shall have no obligation or responsibility to determine whether investment in a security is pennitted by the laws of the State and the District's lnvestment Policy, and shall be entitled to assume that any investment it is directed to make is so permitted.

The securities purchased with the money in each Fund shall be deemed a part of such Fund. If at any time it shall become necessary or appropriate that some or all of the securities purchased with the money in any Fund be redeemed or sold in order to raise money necessary to comply with the provisions hereof, the Trustee shall effect such redemption or sale, employing, in the case of a sale, any commercially reasonable method of effecting the same. The Trustee shall not be liable or responsible for any consequences resulting from any such investment or resulting from the redemption, sale or maturity of any such investment as authorized pursuant to this section. Investments in the Revenue Fund, the Interest Fund, the Principal Fund, the Reserve Fund and the Redemption Fund may be commingled for purposes of making, holding and disposing of investments, notwithstanding provisions herein for transfer to or holding in particular Funds amounts received or held by the Trustee; provided, that the Trustee shall at all times account for such investments strictly in accordance with the Funds to which they are credited and otherwise as provided in the Trust Agreement. All earnings on the investment of the money on deposit in any Fund shall remain a part of such Fund; provided, that in the event that (i) the amount on deposit in the Reserve Fund is equal to the Reserve Requirement and (ii) all amounts due and owing to the Bond Insurer have been paid, then earnings on the investment of money on deposit in the Reserve Fund shall be transferred to the Revenue Fund, said transfer to be made on each March 15 and September 15 after the payment of all amounts required to be paid on such dates pursuant to Sections 5.07, 5.08 and 5.10.

COVENANTS OF THE AUTHORITY AND THE DISTRICT

Payment of Bonds; No Encumbrances. The Authority shall cause the Trustee to promptly pay, from Revenues and other funds derived from the Trust Estate pledged hereunder, the principal of and redemption premium, if any, on and the interest on every Bond issued under and secured hereby at the place, on the dates and in the manner specified herein and in such Bonds according to the true intent and meaning thereof. The Authority shall not issue any bonds, notes or other evidences of indebtedness or incur any obligations payable from or secured by the Trust Estate, other than the Bonds.

Enforcement and Amendment of Local Obligations; No Additional Local Obligations. The Authority, the District and the Trustee, subject to the provisions of this Trust Agreement, shall enforce all of their rights with respect to the Local Obligations to the fullest extent necessary to preserve the rights and protect the security of the Owners hereunder. The Authority, the District and the Trustee may, with the prior written consent of the Bond lnsurer but without the consent of or notice to the Owners of the Bonds, consent to any amendment, change or modification of any Local Obligation that may be required (a) to conform to the provisions hereof (including any modifications or changes contained in any Supplemental Trust Agreement), (b) for the purpose of curing any ambiguity or inconsistency or formal defect or omission, (c) to add additional rights

B-16 acquired in accordance with the provisions of such Local Obligation, ( d) in connection with any other change therein which is not to the material prejudice of the Trustee or the Owners of the Bonds pursuant to an Opinion of Bond Counsel, or (e) in the Opinion of Bond Counsel, to preserve or assure the exemption of interest on the Local Obligation or the Bonds from federal income taxes or the exemption of such interest from State personal income taxes. Except for amendments, changes or modifications provided for in the preceding paragraph, neither the Authority, the City nor the Trustee shall consent to any amendment, change or modification of any Local Obligation or the Reassessment Local Obligation Resolution, without the written consent of the Bond Insurer, nor shall the Authority or the Trustee sell, encumber or dispose of the Local Obligations without the prior written consent of the Bond Insurer. If at any time the Authority and the District, as the case may be, shall request the consent of the Trustee to any such proposed amendment, change or modification of a Local Obligation, the Reassessment Local Obligation Resolution, the Special Tax Local Obligation Resolutions (or the Fiscal Agent Agreements approved by said Special Tax Local Obligation Resolutions), the Trustee shall, upon being satisfactorily indemnified with respect to expenses and upon receiving the written consent of the Bond Insurer, cause notice of such proposed amendment, change or modification to be mailed in the same manner as provided by Section 13.04. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file with the Trustee for inspection by all Owners. Nothing contained in this section shall be construed to prevent the Trustee, acting at the written direction of the Bond Insurer, from settling a default under any Local Obligation on such terms as the Trustee, acting at the written direction of the Bond Insurer, may determine to be in the best interests of the Owners. Subject to the provisions of Section 8.04, notwithstanding any other provision hereof or of the Local Obligation Resolutions or Fiscal Agent Agreements, the Bond Insurer shall be deemed to be a holder of the Local Obligations and shall have the right to direct and control all remedies under this Trust Agreement, the Local Obligation Resolutions and the Fiscal Agent Agreements and each of them. Notwithstanding any other provision hereof, of the Local Obligation Resolutions, of the Fiscal Agent Agreements, of the Reassessment Act, or of the Mello-Roos Act, the District shall not issue or cause to be issued any additional bond, note, local obligation or evidence of indebtedness secured by the reassessments securing the Reassessment Local Obligations, and the District shall be limited to issuing or cause to be issued any additional bond, note, local obligation or evidence of indebtedness secured by the special taxes securing the Special Tax Local Obligations only as provided by Section 5.09 of each of the Fiscal Agent Agreements. The District hereby covenants to take no action to cause the optional redemption of any of the Local Obligations except pursuant to a program which will cause the optional redemption of all Local Obligations then outstanding.

Further Documents. The Authority covenants that it will from time to time execute and deliver such further instruments and take such further action as may be reasonable and as may be required to carry out the purpose hereof; provided, that no such instruments or actions shall pledge the faith and credit or the taxing power of the State or any political subdivision of the State.

Tax Covenants. (a) The Authority and the District will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of interest on the Bonds under Section 103 of the Code. The Authority and the District will not directly or indirectly use or permit the use of any proceeds of the Bonds or any other funds of the Authority or take or omit to take any action that would cause the Bonds to be "private activity bonds" within the meaning of Section 141(a) of the Code or obligations which are "federally guaranteed" within the meaning of Section 149(b) of the Code. The Authority will not allow ten per cent ( 10%) or more of the proceeds of the Bonds to be

B-17 used in the trade or business of any nongovernmental units and will not lend five per cent (5%) or more of the proceeds of the Bonds to any nongovernmental units. (b) The Authority and the District will not directly or indirectly use or permit the use of any proceeds of the Bonds or any other funds of the Authority or take or omit to take any action that would cause the Bonds to be "arbitrage bonds" within the meaning of Section I 48 of the Code. To that end, the Authority and the District will comply with all requirements of Section 148 of the Code to the extent applicable to the Bonds. In the event that at any time the Authority is of the opinion that for purposes of this section it is necessary to restrict or to limit the yield on the investment of any money held by the Trustee hereunder, the Authority will so instruct the Trustee in writing, and the Trustee will take such actions as directed by such instructions. (c) The Authority will pay or cause to be paid the Rebate Requirement as provided in the Tax Certificate. This covenant shall survive payment in full or defeasance of the Bonds. The Authority will cause the Rebate Requirement to be deposited in the Rebate Fund as provided in the Tax Certificate (which is incorporated herein by reference). The Trustee will conclusively be deemed to have complied with the provisions of this section and the provisions of the Tax Certificate if it follows the directions of the Authority set forth in the Tax Certificate and the Rebate Instructions and shall not be required to take any actions hereunder in the absence of Rebate Instructions from the Authority.

(d) Notwithstanding any provision of this section, if the Authority shall provide to the Trustee an Opinion of Bond Counsel that any specified action required under this section is no longer required or that some further or different action is required to maintain the exclusion from gross income for federal income tax purposes of interest with respect to the Bonds, the Trustee and the Authority and the District may conclusively rely on such opinion in complying with the requirements of this section, and the covenants hereunder shall be deemed to be modified to that extent.

(e) The provisions of this section shall survive the defeasance of the Bonds.

Maintenance of Existence. The Authority shall maintain the existence, powers and authority of the Authority as a joint exercise of powers authority under the laws of the State.

Financial Statements. The Authority shall file with the Trustee within one hundred eighty (180) days of the end of each Fiscal Year a complete, separate financial statement (including a balance sheet and a statement of revenues and expenses) together with the report and opinion of an Accountant stating that the financial statements have been prepared in accordance with generally accepted accounting principles and that such Accountant's examination was performed in accordance with generally accepted auditing standards. The Trustee shall have no duty to review or examine such financial statements.

Continuing Disclosure. Pursuant to the applicable provisions of each of the Local Obligation Resolutions, the District has assumed full responsibility for compliance with continuing disclosure requirements, and the Authority shall have no liability to the Owners of the Bonds or any other person with respect to S.E.C. Rule 15c2-12. Insofar as such continuing disclosure relates to the Bonds, the District is deemed to be acting as agent for the Authority. Notwithstanding any other provision hereof, failure of the District or the Trustee to comply with the Continuing Disclosure Certificate shall not be considered an Event of Default; provided, that any Owner or Beneficial Owner may 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 the Local Obligation Resolutions.

Redemption Funds for the Local Obligations.

(a) The District expressly acknowledges that, pursuant to the Reassessment Act, the Mello- Roos Act and the Local Obligation Resolutions pursuant to which the Local Obligations are being issued

B-18 by the District and sold to the Authority, the District, as issuer of the Local Obligations, is legally obligated to establish and maintain separate redemption funds for the respective Local Obligations (the "Local Obligation Redemption Funds") and, so long as any part of the Local Obligations remains outstanding, to deposit into the applicable Local Obligation Redemption Fund, upon receipt, any and all Reassessment Revenues and Special Tax Revenues. The District further acknowledges that, pursuant to the Reassessment Act, the Reassessment Local Obligation Resolution, the Mello-Roos Act and the Special Tax Local Obligation Resolutions, no temporary loan or other use whatsoever may be made of the Reassessment Revenues or the Special Tax Revenues, and the Local Obligation Redemption Funds constitute a trust fund for the benefit of the owners of the respective Local Obligations.

(b) The District hereby covenants for the benefit of the Authority, as owner of the Local Obligations, the Trustee, as assignee of the Authority with respect to the Local Obligations, and the Owners from time to time of the Bonds, that it will establish, maintain and administer the respective Local Obligation Redemption Funds, the Reassessment Revenues and the Special Tax Revenues in accordance with their status as trust funds as prescribed by the Reassessment Act, the Mello-Roos Act, the respective Local Obligation Resolutions, and this Trust Agreement.

( c) The District further covenants that, no later than ten (10) Business Days prior to each Interest Payment Date and Principal Payment Date of the Bonds, the District will advance to the Trustee against payment on the respective Local Obligations, as assignee of the Authority with respect to the Local Obligations, the interest due on the Local Obligations on such Interest Payment Date and the principal of all Local Obligations maturing on such Principal Payment Date, respectively, and upon receipt by the Trustee, such amounts shall constitute Revenues. The Trustee shall provide written notice to the District no later than February I and August I of each year during which the Bonds remain outstanding specifying the amount of principal and interest on the Local Obligations required to be paid to the Trustee pursuant to this subsection in each such month. The obligation of the District to make payments on the respective Local Obligations, as provided hereunder, shall not be conditioned upon the receipt of any notice from the Trustee.

Refunding Covenant. The District hereby covenants that any refunding of either the Reassessment Local Obligations or the Special Tax Local Obligations shall be undertaken only as a full, combined refunding of all such Reassessment Local Obligations and all such Special Tax Local Obligations and both of them concurrently, with the result that any optional redemption of the Bonds pursuant to Section 4.03 above and any purchase of Bonds in lieu of redemption pursuant to Section 4.08 above shall apply to all remaining Outstanding Bonds with the proceeds of such combined refunding.

DEFAULTS AND REMEDIES

Events of Default. The following shall constitute "Events of Default" hereunder:

(a) if payment of interest on the Bonds shall not be made when due; or (b) if payment of any Principal Installment shall not be made when due and payable, whether at maturity, by proceedings for redemption, or otherwise; (c) if payment of the principal of or the interest on any Local Obligation is not made when due; or (d) if the Authority or the District shall fail to observe or perform in any material way any other agreement, condition, covenant or term contained herein on its part to be observed or performed, and such failure shall continue for thirty (30) days after written notice specifying such failure and requiring the same to be remedied shall have been given to the Authority or the District, as the case may be, by the Trustee or by the Bond Insurer; provided that, if such default be such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by

B-19 the Authority or the District within the applicable period and diligently pursued until the default 1s corrected.

Proceedings by Trustee; No Acceleration. Upon the happening and continuance of any Event of Default the Trustee may, with the written consent of the Bond Insurer, and at the written request of the Bond Insurer, shall (but only if indemnified to its satisfaction from any liability, expenses or costs), do the following:

(a) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Owners, including the right to receive and collect the Revenues;

(b) bring suit upon or otherwise enforce any defaulting Local Obligation;

(c) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Owners;

(d) as a matter of right, have a receiver or receivers appointed for the Trust Estate and of the earnings, income, issues, products, profits and revenues thereof pending such proceedings, with such powers as the court making such appointment shall confer; and

(e) take such action with respect to any and all Local Obligations or Investment Securities as the Trustee shall deem necessary and appropriate, subject to Section 8.04 and to the terms of such Local Obligations or Investment Securities.

The Trustee shall have no right to declare the principal of all of the Bonds then Outstanding, or the interest accrued thereon, to be due and payable immediately.

Effect of Discontinuance or Abandonment. In case any proceeding taken by the Trustee on account of any Event of Default shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken.

Rights of Bond Insurer and Owners.

(a) Subject to the written consent of the Bond Insurer and the limitations and restrictions as to the rights of the Owners contained in Sections 8.01, 8.02 and 8.05, upon the happening and continuance of any Event of Default, the Owners of not less than twenty-five per cent (25%) in aggregate principal amount of the Bonds then Outstanding shall have the right, upon providing the Trustee security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, by an instrument in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder.

(b) Subject to the provisions of subsection (c) below, notwithstanding any other provision hereof, so long as the Bond Insurance Policy is in effect and the Bond Insurer is not in default with respect to its payment obligations thereunder, the Bond Insurer shall be deemed to be the sole Owner of the Bonds for the purpose of exercising any voting right or privilege or giving any consent or direction or taking any other action that the Owners are entitled to take pursuant to this Trust Agreement.

(c) The rights of the Bond Insurer to direct or consent to Authority, City, Trustee or Owner actions hereunder shall be suspended during any period in which the Bond Insurer is in default in its payment obligations under the Bond Insurance Policy ( except to the extent of amounts previously paid by the Bond Insurer and due and owing to the Bond Insurer) and shall be of no force or effect in the event the B-20 Bond Insurance Policy is no longer in effect or the Bond Insurer asserts that the Bond Insurance Policy is not in effect or the Bond Insurer shall have provided written notice that it waives such rights.

(d) The rights granted to the Bond Insurer hereunder to request, consent to or direct any action are rights granted to the Bond Insurer in consideration of its issuance of the Bond Insurance Policy. Any exercise by the Bond Insurer of such rights is merely an exercise of the Bond Insurer's contractual rights and shall not be construed or deemed to be taken for the benefit or on behalf of the Owners nor does such action evidence any position of the Bond Insurer, positive or negative, as to whether Owner consent is required in addition to consent of the Bond Insurer.

(e) The Trustee may refuse to follow any direction that conflicts with law or herewith or that the Trustee determines is prejudicial to rights of Owners or would subject the Trustee to personal liability without adequate indemnification therefor.

Restriction on Owner's Action. In addition to the other restrictions on the rights of Owners to request action upon the occurrence of an Event of Default and to enforce remedies set forth in this article, no Owner of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of any trust hereunder, or any other remedy hereunder or on the Bonds, unless such Owner previously shall have given to the Trustee written notice of an Event of Default as herein above provided and unless the Owners of not less than twenty-five per cent (25%) in aggregate principal amount of the Bonds then Outstanding shall have made written request of the Trustee to institute any such suit, action, proceeding or other remedy, after the right to exercise such powers or rights of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers granted herein, or to institute such action, suit or proceeding in its or their name; nor unless there also shall have been offered to the Trustee security and indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall not have complied with such request within a reasonable time; and such notification, request and offer of indemnity are hereby declared in every such case to be conditions precedent to the execution of the trusts hereof or for any other remedy hereunder, it being understood and intended that no one or more Owners of the Bonds secured hereby shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security hereof, or to enforce any rights hereunder or under the Bonds, except in the manner provided herein, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner provided herein, and for the equal benefit of all Owners of Outstanding Bonds; subject, however, to the provisions of this section. Notwithstanding the foregoing provisions of this section or any other provision hereof, the obligation of the Authority shall be absolute and unconditional to pay, but solely from the Trust Estate, the principal of and the redemption premiums, if any, on and the interest on the Bonds to the respective Owners thereof at the respective due dates thereof, and nothing herein shall affect or impair the right of action, which is absolute and unconditional, of such Owners to enforce such payment.

Power of Trustee to Enforce. All rights of action hereunder or under any of the Bonds secured hereby which are enforceable by the Trustee may be enforced by it without the possession of any of the Bonds, or the production thereof at the trial or other proceedings relative thereto, and any such suit, action or proceedings instituted by the Trustee shall be brought in its own name, as Trustee, for the equal and ratable benefit of the Owners subject to the provisions hereof.

Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.

Waiver of Events of Default; Effect of Waiver. Upon the written request of the Owners of at least a majority in aggregate principal amount of all Outstanding Bonds and with the prior written consent of the Bond Insurer, the Trustee shall waive any Event of Default hereunder and its consequences; provided, B-21 that with the prior written consent of the Bond Insurer, the Trustee may waive any Event of Default hereunder and its consequences at any time. If any Event of Default shall have been waived as herein provided, the Trustee shall promptly give written notice of such waiver to the Authority and the District and shall give notice thereof by first class mail, postage prepaid, to all Owners of Outstanding Bonds if such Owners had previously been given notices of such Event of Default; but no such waiver, rescission and annulment shall extend to or affect any subsequent Event of Default, or impair any right or remedy consequent thereon.

No delay or omission of the Trustee or of any Owner to exercise any right or power accruing upon any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default, or an acquiescence therein; and every power and remedy given by this article to the Trustee and to the Owners of the Bonds may be exercised from time to time and as often as may be deemed expedient.

Application of Money. Any money received by the Trustee pursuant to this article shall, after payment of all fees and expenses of the Trustee, and the fees and expenses of its counsel incurred in the performance of its duties under this Trust Agreement enforcing the rights and remedies of the Owners or the Bond Insurer hereunder, be applied as follows:

(a) except for circumstances in which the principal of all of the Outstanding Bonds shall be due and payable (in which case subsection (b) below shall apply),

FIRST - To the payment of the Owners entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest, and if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege;

SECOND - To the payment of the Owners entitled thereto of the unpaid principal of and redemption premiums, if any, on any of the Bonds which shall have become due ( other than Bonds matured or called for redemption for the payment of which money is held pursuant to the provisions hereof) in the order of their due dates, and if the amount available shall not be sufficient to pay in full the principal of and redemption premiums, if any, on such Bonds due on any particular date, then to the payment ratably, according to the amount due on such date, to the Owners entitled thereto without any discrimination or privilege; and

THIRD - To be held for the payment to the Owners entitled thereto as the same shall become due of the principal of and redemption premiums, if any, on and interest on the Bonds which may thereafter become due, either at maturity or upon call for redemption prior to maturity, and if the amount available shall not be sufficient to pay in full such principal and redemption premiums, if any, due on any particular date, together with interest then due and owing thereon, payment shall be made in accordance with the FIRST and SECOND paragraphs hereof.

(b) if the principal of all of the Outstanding Bonds shall be due and payable, to the payment of the principal and redemption premiums, if any, and interest then due and unpaid upon the Outstanding Bonds without preference or priority of any of the principal of or the redemption premium, if any, on any Outstanding Bond over any other Outstanding Bond or of any interest on any Outstanding Bond over any other Outstanding Bond, ratably, according to the amounts due respectively for principal and redemption premiums, if any, and interest, to the Owners entitled thereto without any discrimination or preference except as to any difference in the respective amounts of interest specified in the Outstanding Bonds; provided that this subsection (b) shal I not be construed to permit the Trustee or any other person to

B-22 declare the principal of all of the Outstanding Bonds to be due and payable immediately, an action expressly disallowed pursuant to Section 8.02 above.

(c) Whenever money is to be applied pursuant to the provisions of this section, such money shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such money available for application and the likelihood of additional money becoming available for such application in the future. The Trustee shall give, by mailing by first class mail as it may deem appropriate, such notice of the deposit with it of any such money.

B-23 {THIS PAGE INTENTIONALLY LEFT BLANK} APPENDIXC

GENERAL COUNTY ECONOMIC AND DEMOGRAPHIC INFORMATION

The following information is included for general background purposes only and is provided solely to give prospective investors an overview of the structure a11d general eco11omic condition of Marin County. The following information was obtained from the County's website 011 February 27, 2002, from Marin Profile 1997, A Survey of Economic a11d Social Indicators, as well as from other sources. The Bonds are payable solely from amounts on deposit in the Redemption Fund and the County has no contingent liability with respect to the payment ofthe Bonds.

County of Marin (the "County") was incorporated in 1850 as one of the original 27 counties of the State of California (the "State"), with the City of San Rafael as the County Seat. It is one of the nine counties in the San Francisco-Oakland Bay Area. The County covers about 588 square miles and is bordered on the north and northeast by Sonoma County and on the west by the Pacific Ocean.

County Government The County of Marin has a general law form of government. A five-member Board of Supervisors, elected by district and are to live in the district they represent, serves as the County's legislative body. Also elected are the County Assessor, Auditor-Controller, Clerk-Recorder, District Attorney-Public Administrator, Sheriff-Coroner and Treasurer-Tax Collector. A County Administrator appointed by the Board of Supervisors runs the day-to-day business of the County.

Population The 2000 Census data records Marin County's population at 247,289, an increase over 1990 Census data of 17,193 or 7.5%. Within the County, both the city of San Rafael and the town of Tiburon experienced over 15% growth. With a projected population of 273,800 by 2020, Marin County will continue to show slow but steady growth.

Incorporated 1950 1960 1970 1980 1990 2000 Belvedere 1896 800 2,148 2,599 2,401 2,147 2,125 Corte Madera 1916 1,933 5,962 8,464 8,074 8,272 9,100 Fairfax 1931 4,078 5,813 7,661 7,391 6,931 7,319 Larkspur 1908 2,905 5,710 10,487 11,064 11,070 12,014 Mill Valley 1900 7,331 10,411 12,942 12,967 13,038 13,600 Novato 1960 3,496 17 ,881 31,006 43,916 47,585 47,630 Ross 1908 2,179 2,551 2,742 2,801 2,123 2,329 San Anselmo 1907 9,188 11,584 13,031 12,067 11,743 12,378 San Rafael 1874 13,848 20,460 38,977 44,700 48,404 56,063 Sausalito 1893 4,828 5,331 6,158 7,338 7,152 7,330 Tiburon 1964 - - 6,209 6,685 7,532 8,666 Unincorporated 35,033 58,969 65,762 63,164 64,099 68,735 Total 85,619 146,820 206,038 222,568 230,096 247,289

California 10,586,223 15, 717 204 19,953, 134 23,667,902 29,760,021 33,871,648 Source: United States Census: 1950-2000; State Department of Finance 2000

C-1 Industry and Employment Unemployment in the County has remained low, especially compared with the rest of the Bay Area and US averages. Marin's unemployment trends generally followed those of California and the U.S., but remained one to four percentage points below· those averages. Compared with the Bay Area, Marin experienced a less drastic increase and recovered faster during the recession and recovery of the early l 990's. Since 1996, Marin County has recorded consistent growth in civilian labor force. This growth slowed slightly in 1998 and 1999, but rebounded in 2000 with 3.3% growth. Over the period 1996-2000, Marin's labor force grew from 129, 100 in 1996 to 139,500 in 2000, a cumulative increase of 10,500 or 8.5%. The 2000 annual average employment statistics show the civilian labor force for Marin County to be 139,500 with an unemployment rate of 1.7%.

Civilian Labor Force, Ernplovment and Unemployment 1996 1997 1998 1999 2000 2001 Labor Force Marin County 129,100 131,900 133,600 135,200 139,500 138,100 State of California 15,511,600 15,947 ,200 16,336,500 16,596,500 17,090,800 17,362,200

Emgloyment Marin County 124,800 128,100 130,500 132,600 137, 100 134,600 State of California 14,392, 500 14,942,500 15,367, 500 15, 731, 700 16,245,600 16,435,200

Unemgloyment Marin County 4,400 3,800 3,100 2,600 2,300 3,500 State of California 1,120,100 1,004,700 969,000 864,800 845,200 927, 100

Unemgloyment Rate Marin County 3.4% 2.8% 2.3% 1.9% 1.7% 2.5% State of California 7.2% 6.3% 5.9% 5.2% 4.9% 5.3% Source: State of California. Emplovment Development Department. Labor Market Information Division, March 2001 benchmark.

Major Employers Marin County has an economy dominated by small and medium-sized businesses. The urbanized bay corridor is home to multimedia, software development, motion picture production, and other high tech industries as well as being a strong base of business services. Services, the largest industry in the county, accounts for 38.9% of the total employment. Nonfann industry projects estimate services will experience an overall growth of 14.9% or 5,800 jobs during the forecast period 1997-2004. Retail trade, also one of Marin's largest industries, makes up almost 22% of the total employment, with most of the jobs in the eating and drinking places component. Retail trade is projected to grow by 20% over the seven-year projection period. Government provides 15,000 jobs or 13 .3% of total employment with a majority of the jobs in local government. Government is also expected to record significant growth according to industry projections, adding up to 1,300 new jobs. Within government, the projected growth is concentrated in the local government component, specifically local education.

C-2 Major Employers in Marin County (sorted in alphabetical order, by company name) Company Location Industry Autodesk Inc. San Rafael Computer & Data Processing Services Bridgeway Studios Sausalito Motion Picture Production & Services California Compensation Insurance Co. Novato Insurance Agents, Brokers & Service County of Marin San Rafael Public Administration (Government) Golden Gate Bridge, Highway and Intercity & Rural Bus Transportation Transportation District San Rafael and Water Transportation of Passengers Kaiser Foundation Hospital San Rafael Hospitals Marin Community College Kentfield Colleges & Universities Marin General Hospital Green brae Hospitals Mindscape, Inc. Novato Computer & Data Processing Services Novato Unified School District Novato Elementary & Secondary Schools Pixel Push Design Novato Mailing, Reproduction, Stenographic S & P Co. Mill Valley Security Brokers & Dealers Tamalpais Union School District Larkspur Elementary & Secondary Schools Source: State of California, Employment Development Department. This list of major employers was developed using the 2000 America's Labor Market Information Svstem (ALMIS) Emolover Database from infoUSA.

In 2000, employment growth in Marin was dominated by services, retail and government sectors. Together, these three industries account for 74% of the total employment in the county. In addition to these, the construction and mining industry continued to increase its share of the County's total employment, showing a growth of 900 jobs over the 1999 figures. Industry projections for 1997-2004 estimate that 80% of the job growth in Marin County during the forecast period will be in services, trade and transportation and public utilities.

Employment by Industry 2000 Annual Average Industry Percenta~e Agriculture .4% Transportation & Public Utilities 2.8% Wholesale Trade 3.7% Manufacturing 3.9% Construction & Mining 7.0% Finance, Insurance & Real Estate 8.0% Government 13.3% Retail Trade 21.8% Services 38.9% Source: State of California, Employment Development Department.

C-3 Housing Median home prices increased from $30,900 in 1970 to $150,900 in 1980, to $354,200 in 1990, an increase of 944% since 1970 and 135% since 1980. The median home price in the Bay Area increased 858% between 1970 and 1990, from $26,900 to $257, 756. Real estate sales are indicative of the overall health of the economy and the number of available units. Because Marin does not add a significant number of housing units each year, housing prices remain high and preclude home ownership for many. Period of economic downturn usually affect lower-end sales more than high-end sales because wealthier homebuyers tend to be less affected by economic downturns.

C-4 APPENDIXD

FORM OF CONTINUING DISCLOSURE CERTIFICATE

This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the Marin County Open Space District (the "District"), for and on behalf of itself and the Marin County Open Space Financing Authority (the "Authority"), in connection with the issuance by the Authority of the Marin County Open Space Financing Authority Series 2002 Revenue Bonds (the "Bonds"). The Bonds are being issued pursuant to a Trust Agreement, dated as of May 1, 2002 (the "Trust Agreement"), among the Authority, the District and BNY Western Trust Company, as trustee (the "Trustee"). The Bonds are being issued by the Authority to provide funds to finance the purchase of the County's "Marin County Open Space District Limited Obligation Refunding Bonds, Series 2002 (Reassessment District of 2002)" (the "Reassessment Bonds") relating to the County's Reassessment District of 2002 (the "2002 Reassessment District"). The District hereby covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the District for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth in the Trust Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the District pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Dissemination Agent" shall mean the Trustee, or any successor Dissemination Agent designated in writing by the District and which has filed with the District a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section S(a) of this Disclosure Certificate. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. Information on the National Repositories as of a particular date is available on the Internet at www.sec.gov/consumer/nrmsir.htm. "Official Statement" shall mean the Official Statement relating to the Bonds. "Participating Underwriter" shall mean Salomon Smith Barney, Inc. The address for information mailed to the Participating Underwriter is: Salomon Smith Barney 333 South Grand Avenue 52n Floor, Los Angeles, CA 90071. "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean Rule l 5c2- I 2(b )(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State Repository" shall mean any public or private repository or entity designated by the State of California as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of this Disclosure Certificate, there is no State Repository. Section 3. Provision of Annual Reports. (a) The District shall, or shall cause the Dissemination Agent to, not later than nine months after the end of the District's fiscal year (which currently would be March 31 based upon the District's current June 30 fiscal year), commencing March 31, 2002 with the report for the 2000-2001 Fiscal Year (but, with respect to the 2000-2001 Fiscal Year, only to the extent such information was not already

D-1 provided in the Official Statement), provide to the Participating Underwriter and each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than fifteen (15) Business Days prior to said date, the District shall provide the Annual Report to the Dissemination Agent (if other than the District). The District shall provide a written certification with each Annual Report furnished to the Dissemination Agent and the Trustee to the effect that such Annual Report constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent and the Trustee may conclusively rely upon such certification of the District and shall have no duty or obligation to review such Annual Report.The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the District may be submitted separately from the balance of the Annual Report, and later than the date required above for the filing of the Annual Report if not available by that date. If the District's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section S(c). (b) If the District is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the District shall send a notice to the Municipal Securities Rulemaking Board and the appropriate State Repository, if any, in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and each State Repository, if any; and (ii) if the Dissemination Agent is other than the District, file a report with the District certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, stating the date it was provided and listing all the Repositories to which it was provided.

Section 4. Content of Annual Reports. The District's Annual Report shall contain or incorporate by reference the following: (a) Items relating to the District. (i) Outstanding principal amount of the Bonds as of the end of the most recent fiscal year; and (ii) Balance of the Reserve Fund as of the end of the most recent fiscal year. (b) Items relating to the Reassessment District. Unless otherwise provided in the audited financial statements filed on or prior to the annual filing deadline for the Annual Reports provided for in Section 3 above, financial information and operating data with respect to the Reassessment District for the preceding fiscal year, substantially similar to that provided in the corresponding tables and charts in the Official Statement for the Bonds, as follows: (i) Principal amount outstanding of the Reassessment Bonds. (ii) Balance in the Redemption Funds created pursuant to the Paying Agent Agreement relating to the Reassessment Bonds. (iii) Total aggregate assessed value (per the County records) of all parcels currently subject to the Reassessments within the Reassessment District showing the total aggregate assessed valuation for all land and the total aggregate assessed valuation for all improvements within the Reassessment District . (iv) With respect to the Reassessment District, but only in the event the sum of uncured Reassessment delinquencies for such Reassessment District for the preceding Fiscal Year exceeds 5 percent of the Reassessment installments posted to the tax roll for such Fiscal Year (3% if any portion of the Reassessment District does not participate in the County's Teeter Plan), delinquency information for each parcel then delinquent in the payment of Reassessments, including the amount of such delinquency, length of delinquency and status of any foreclosure

D-2 (including results of foreclosure sales). (v) A land ownership summary listing property owners (and the assessed values of their property) responsible for more than five percent ( 5%) of the annual Reassessments within the Reassessment District, as shown on the Marin County Assessor's last equalized tax roll prior to the September next preceding the Annual Report Date. (vi) A copy of any information given by the District to the California Debt and Investment Advisory Commission pursuant to Government Code Section 6599.1. 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 County or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The District shall clearly identify each such other document so included by reference. (c) In addition to any of the information expressly required to be provided under paragraphs (a) through (b) of this Section, the District shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the District or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The 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 to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: (I) Principal and interest payment delinquencies. (2) Non-payment related defaults. (3) Unscheduled draws on debt service reserves reflecting financial difficulties. ( 4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions or events affecting the tax-exempt status of the security. (7) Modifications to rights of security holders. (8) Contingent or unscheduled bond calls. (9) Defeasances. ( 10) Release, substitution, or sale of property securing repayment of the securities. Rating changes. (b) Whenever the District obtains knowledge of the occurrence of a Listed Event, the District shall as soon as possible determine if such event would be material under applicable Federal securities law. (c) If the District determines that knowledge of the occurrence of a Listed Event would be material under applicable Federal securities law, the District shall promptly file a notice of such occurrence with the Municipal Securities Rulemaking Board and each State Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds

D-3 pursuant to the Trust Agreement. Section 6. Termination of Reporting Obligation. The District's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the District shall give notice of such tennination 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 Certificate, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing thirty days written notice to the District. The initial Dissemination Agent shall be BNY Western Trust Company. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the District may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of 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, change in law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by holders of the Bonds in the manner provided in the Trust Agreement for amendments to the Trust Agreement with the consent of holders, or (ii) does not, in the opinion of a nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Bonds. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial infonnation shall explain, in narrative fonn, 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 Repositories in the same manner as for a Listed Event under Section 5(c). Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the District from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the 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 Certificate, the District shall have no obligation under this Disclosure Certificate to update such infonnation or include it in any future Annual Report or notice of occurrence of a Listed Event.

D-4 Section 10. Default. In the event of a failure of the District to comply with any provision of this Disclosure Certificate, the Trustee may (and, at the request of any Participating Underwriter or the holders of at least 25% aggregate principal amount of Outstanding Bonds, shall, with indemnification satisfactory to it), or 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 District to comply with its obligations under this Disclosure Certificate. Notwithstanding the foregoing, a default under this Disclosure Certificate shall not be deemed an Event of Default under the Trust Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the District to comply with this Disclosure Certificate shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the District agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the District under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. The District shall pay the reasonable fees and expenses of the Dissemination Agent for its duties hereunder. Article VIII of the Trust Agreement is hereby made applicable to this Disclosure Certificate as if this Disclosure Certificate were (solely for this purpose) contained in the Trust Agreement, and the Trustee and the Dissemination Agent shall be entitled to the protections, limitations from liability and indemnities afforded the Trustee thereunder. The Dissemination Agent shall have no responsibility for the preparation, form or content of any Annual Report or notice of a Listed Event. Any company succeeding to all or substantially all of the Dissemination Agent's corporate trust business shall be the successor to the Dissemination Agent hereunder without the execution or filing of any paper or any further act. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the District, the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity.

Date: , 2002

MARIN COUNTY OPEN SPACE DISTRICT for and on behalf of the MARIN COUNTY OPEN SPACE FINANCING AUTHORITY

Acceptance of Dissemination Agent:

AGREED AND ACCEPTED: BNY WESTERN TRUST COMPANY, as Dissemination Agent

By: Title: ------

D-5 EXHIBIT A

NOTICE OF FAILURE TO FILE ANNUAL REPORT

Name of Issuer: Marin County Open Space Financing Authority

Name of Bond Issues: $8,910,000 Marin County Open Space Financing Authority Series 2002 Revenue Bonds

Date of Issuance: June 6, 2002

NOTICE IS HEREBY GIVEN that the Marin County Open Space Financing Authority (the "Authority") has not provided an Annual Report with respect to the above-named Bonds as required by that certain Continuing Disclosure Certificate dated with respect to the Bonds. The Authority anticipates that the Annual Report will be filed by------

Dated: ___

MARIN COUNTY OPEN SPACE DISTRICT for and on behalf of the MARIN COUNTY OPEN SPACE FINANCING AUTHORITY

cc: Trustee/Dissemination Agent

D-6 APPENDIXE

PROPOSED FORM OF LEGAL OPINION

Closing Date, 2002

Governing Board Marin County Open Space Financing Authority 3501 Civic Center Drive San Rafael, CA 94903

Marin County Open Space Financing Authority Series 2002 Revenue Bonds (Final Opinion)

Ladies and Gentlemen:

We have acted as bond counsel in connection with the issuance by the Marin County Open Space Financing Authority (the "Issuer") of $8,910,000 aggregate principal amount of its Series 2002 Revenue Bonds (the "Bonds"), pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985 (constituting Article 4, Chapter 5, Division 7, Title 1 of the California Government Code), Resolution No. __ authorizing issuance, sale and delivery of the Bonds adopted by the Governing Board of the Issuer on May 7, 2002 (the "Resolution"), a trust agreement, dated as of June 1, 2002 (the "Trust Agreement") by and among the Issuer, the Marin County Open Space District (the "Local Agency") and BNY Western Trust Company, as trustee (the "Trustee"). The Bonds are issued for the purpose of enabling the Issuer to acquire certain local obligations (the "Local Obligations") of the Local Agency. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Trust Agreements.

In such connection, we have reviewed the Resolution, the Trust Agreement, the Tax Certificate dated the date hereof (the "Tax Certificate"), certificates of the Issuer, the Trustee, the Local Agency, and others, opinions of counsel to the Issuer and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein.

E-1 Local Obligations may be acquired, and certain requirements and procedures contained or referred to in the Resolution, the Trust Agreement, the Tax Certificate, and other relevant documents may be changed and certain actions (including, without limitation, defeasance of the Bonds) may be taken or omitted to be taken, under the circumstances and subject to the terms and conditions set forth in such documents. No opinion is expressed herein as to any Bond or the interest thereon if any such change occurs or action is taken or omitted to be taken upon the advice or approval of counsel other than ourselves.

The opinions expressed herein are based on an analysis of existing statutes, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted to be taken or events occurring after the date hereof. We have not undertaken to determine or to inform any person, whether any such actions or events are taken or do occur and we disclaim any obligation to update this opinion. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Issuer. We have not undertaken to verify independently, and have assumed, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Resolution, the Trust Agreement, and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to assure that future actions, omissions or events will not cause interest on the Bonds to be included in gross income for federal income tax purposes.

We call attention to the fact that the rights and obligations under the Bonds, the Resolution, the Trust Agreements, and the Tax Certificate and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against joint powers authorities in the State of California. We express no opinion with respect to any indemnification, contribution, choice of law, choice of forum or waiver provisions contained in the foregoing documents. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement or other offering material relating to the Bonds and express no opinion with respect thereto.

Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions:

1. The Bonds constitute valid and binding limited obligations of the Issuer.

E-2 2. The Resolution and the Trust Agreement have been duly authorized, executed and delivered by, and constitute the valid and binding obligations of, the Issuer. The Trust Agreement creates a valid pledge, to secure the payment of the principal of and interest on the Bonds, of the Trust Estate, including the Revenues and any other amounts (including proceeds of the sale of the Bonds) held by the Trustee in any fund or account established pursuant to each Trust Agreement (except the Rebate Fund), subject to the provisions of the Resolution and the Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein.

3. The Bonds are not a lien or charge upon the funds or property of the Issuer except to the extent of the aforementioned pledge. Neither the faith and credit nor the taxing power of the Local Agency nor the State of California or any subordinate entity or political subdivision of either is pledged to the payment of the principal of or interest on the Bonds. The Bonds are not a debt of the Local Agency or the State of California and neither said State nor the Local Agency is liable for the payment thereof.

4. Interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. Interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although we observe that it is included in adjusted current earnings when calculating corporate alternative minimum taxable income. We express no opinion regarding other tax consequences relating to the ownership or disposition of, or the accrual or receipt of interest on the Bonds.

Faithfully yours,

ORRICK, HERRINGTON & SUTCLIFFE LLP

per

E-3 {THIS PAGE INTENTIONALLY LEFT BLANK} APPENDIXF

MUNICIPAL BOND INSURANCE POLICY

F-1 {THIS PAGE INTENTIONALLY LEFT BLANK} _.,..BIA FINANCIAL GUARANTY INSURANCE POLICY MBIA Insurance Corporation Armonk, New York 10504 Policy No. [NUMBERJ MBIA Insurance Corporation (the "Insurer"), in consideration of the payment of the premimn and subject to the tenns of this polfoy, liereby lIDconditiooally and irrevocably guarantees to any owner, as hereinafter defined, of the following de&:nbe:d obligations, the full and complete payment required to be made by or on behalf of the lsmJer to [PA YING AGENT!IRUSTEE] or its successor (the "Paying Agent") ofan amount equal to (i) the principal of (eilber at the stated matmity or by any advancement of maturity ))\D'SU8Il1 to a mandatory sinking fi.md payment) and interest on, ·the Obligations (as that term is defined below) as such payments shall become due but shall not be so paid (except that in the event of any acceleraticm ofthe due date ofsuch principal by reason ofmandatory or optional redemption or acceleration resulting fiom defiwlt or otheswise, other than any advancement of maturity pursuant to a mandatory sinking fimd payment, the payments guaranteed hereby shall be.made in such amounts and at such times as such payments of principal would have been due bad there not been any such acceleration); and (ii) the reimbursement of any such payment which is subsequently recovered from any owner pursuant to a final judgment by a court of competent jwisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law. The amounts referred to inc~ (i) and (ii) of the preceding sentence shall be referred to herein collectively as the "Insured Amounts." "Obligatiom" sball mean:

[PAR) [LEGAL NAME OF ISSUE]

Upon receipt of telephonic or telegraphic notice, such notice subsequently coofinned in writing by registered or certified mail, or upon receipt of written notice by registered or certified mail, by the Insurer from the Paying Agent or any owner of an Obligation the payment of an Insured Amoilllt for which is then due, that such required payment has not been made, the Insurer on the due date of such payment or within one hll5iness day after receipt of notice of such nonpayment, whichever is later, will make a deposit offimds, in an aocount with State Street Bank and Trust Company, NA, in New York, New York, or its successor, rufficient for the payment ofany such Insured Amounts which are then due. Upon presentment and surrender of such Obligations or presentment of such other proof of ownership of the Obligatio115, together with any appropriate il1.5tnnnents of assignment to evidence the assignment ofthe Insured AmomJts due on the Obligations as are paid by the Imurer, and appropriate instnnnents to effect the appoin1ment ofthe Insurer as agent for such owner.; of the Obligations in any legal proceeding related to payment of Insured Amounts on the Obligatiom, such instruments being in a form satisfuctmy to State Street Bank and Trust Company, NA, State Street Bank and Trust Company, NA. shall disburse to such owners, or the Paying Agent payment of the Insured Am0tmts due on such Obligations, less any amount held by the Paying Agent for the payment of such Insured Amounts and legally available therefor. This policy does not insure against loss ofany prepayment premimn which may at any time be payable with respect to any Obligation. As used herein, the term "owner" shall mean the registered owner ofany Obligation as indicated in the books maintained by the Paying Agent, the lssuec, or any designee of the Isruer for such pmpose. The term owner shall not include the Issuer or any party whose agreement with the ~ constitutes the underlying security for the Obligations. Any service of proces.s on the Insurer may be made to the Insurer at its o~ located at 113 King Street, Annonk, New York 10504 and such service of process sball be valid and binding.

This policy is non-cancellable for any reason. The premium on this policy is not refi.mdablP. for any reason including the payment prior to maturity ofthe Obligations.

In the event the Insurer were to become insolvent, any claim.5 arising illlder a policy of financial guaranty insurance are excluded from coverage by the California Insurance Guaranty Association, established pursuant to Article 142 (commencing with Section 1063) of Chapter 1 of Part 2 ofDivision I of the California Insurance Code. IN WTINESS WHEREOF, the Insurer has caused this policy to be executed in facsimile on its behalf by its duly authorized otti<:,,~th,., [MONIB, YEAR].

- STATEMENT OF INSURANCE

MBIA Insurance Corporation (the "Insurer") has issued a policy containing the following provisions, such policy being on file at rINSERT NAME OF TRUSTEE OR PAYING AGENT, INCLUDING CITY. STATE).

The Insurer, in consideration of the payment of the premium and subject to the terms of this policy, hereby unconditionally and irrevocably guarantees to any owner. as hereinafter defined, of the following described obligations, the full and complete payment required to be made by or on behalf of the Issuer to [INSERT NAME OF TRUSTEE OR PAYING AGENT] or its successor (the "Paying Agent") of an amount equal to (i) the principal of (either at the stated maturity or by any advancement of maturity pursuant to a mandatory sinking fund payment) and interest on, the Obligations (as that term is defined below) as such payments shall become due but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory sinking fund payment, the payments guaranteed hereby shall be made in such amounts and at such times as such payments of principal would have been due had there not been any such acceleration); and (ii) the reimbursement of any such payment which is subsequently recovered from any owner pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean: [INSERT LEGAL TITLE OF BONDS, CENTERED AS FOLLOWS:)

[$ PAR AMOUNT] [ISSUER] [DESCRIPTION OF BONDS]

Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing. by registered or certified mail, or upon receipt of written notice by registered or certified mail, by the Insurer from the Paying Agent or any owner of an Obligation the payment of an Insured Amount for which is then due, that such required payment has not been made, the Insurer on the due date of such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with State Street Bank and Trust Company, N.A., in New York, New York, or its successor, sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such Obligations or presentment of such other proof of ownership of the Obligations, together with any appropriate instruments of assignment to evidence the assignment of the Insured Amounts due on the Obligations as are paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer as agent for such owners of the Obligations in any legal proceeding related to payment of Insured Amounts on the Obligations, such instruments being in a form satisfactory to State Street Bank and Trust Company, N.A., State Street Bank and Trust Company, N.A. shall disburse to such owners or the Paying Agent payment of the Insured Amounts due on such Obligations, less any amount held by the Paying Agent for the payment of such Insured Amounts and legally available therefor. This policy does not insure against los;'of any prepayment premium which may at any time be payable with respect to any Obligation.

As used herein, the term "owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the Paying Agent, the Issuer, or any designee of the Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreement with the Issuer constitutes the underlying security for the Obligations.

Any service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk, New York 10504 and such service of process shall be valid and binding.

This policy is non-cancellable for any reason. The premium on this policy 1s not refundable for any reason including the payment prior to maturity of the Obligations.

In the event the Insurer were to become insolvent, any claims arising under a policy of financial guaranty insurance are excluded from coverage by the California Insurance Guaranty Association, established pursuant to Article 14.2 (commencing with Section 1063) of Chapter I of Part 2 of Division 1 of the California Insurance Code.

MBIA INSURANCE CORPORATION

STD-R-CA-1 PAYMENTS UNDER THE POLICY A In the event that, on the second Business Day, and again on the Business Day, prior to the payment date on the Obligations, the Paying Agent bas 10t received sufficient moneys to pay all principal of and interest on the Obligatiom due on the second following or following, as the case may be, Business Jay, the Paying Agent shall immediately notify the Insurer or its designee on the same Business Day by telephone or telegraph, confumed in writing by· -egistered or certified mail, of the amount ofthe deficiency. B. Ifthe deficiency is made up in whole or in part prior to or on the payment date, the Paying Agent shall so notify the Insurer or its designee. C. In addition, if the Paying Agent bas notice that any Bondholder has been required to disgorge payments of prmcipal or interest on the Obligation to I trustee in Bankruptcy or creditor.; or others pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable ,reference to such Bondholder within the meaning of any applicable bankruptcy laws, then the Paying Agent shall notify the Insurer or its clesignee of such act by telephone or telegraphic notice, confirmed in writing by registered tr certified mail. · · D. The Paying Agent is hereby irrevocably designated, appointed, directed and authoriz.ed to act as attomey-in-fuct for Holders of the Obligations ru; allows: I. If and to the extent there is a deficiency in amounts required to pay interest on the Obligations, the Paying Agent shall (a) execute and deliver to State Street Ban1c and Trust Company, N.A, or its~under the Policy (the "Insurance Paying Agent''), in form satisfactory to the Insurance Paying Agent, an instrument apjXlinting the Insurer as agent for such Holders in any legal proceeding related to the payment of such interest and an assignment to the Insurer of the claims for interest to which such deficiency re lat.es and which are paid by the lnsurec, (b) receive ru; clesignee of the respective Holders (and not as Paying Agent) in accordance with the tenor ofthe Policy payment from the Insurance Paying Agent with respect to the claims for interest so assigned, and (c) disburse the same to such respective Holders; and 2. Ifand to the extent of a deficiency in amounts required to pay principal ofthe Obligations, the Paying Agent shall (a) execute and de~ to the Insurance Paying Agent in form satisfuctory to the lmuranre Paying Agent an instrument apJX>inting the Insurer as agent for sudl Holder in any legal proceeding relating to the payment of such principal and an $Signment to the Insurer of any of the Obligation swrendered to the Insurance Paying agent of so much ofthe principal amowrt thereof as Im not previously been paid or for which moneys are not held by the Paying Agent and available for such payment (but such assignment shall be delivered only if payment from the Insurance Paying Agent is received), (b) receive as designee of the respective Holders (and not as Paying Agent) in accordance with the tenor of the Policy payment therefor from the Insurance Paying Agent, and (c) disburse the same to such Holders. E. Payments with respect to claims for interest on and principal of Obligatiom disbursed by the Paying Agent from proceeds of the Policy shall not be onsidered to discharge the obligation of the Issuer with respect to such Obligations, and the Insurer shall become the owner of such unpaid Obligation and laims for the interest in accordance with the tenor ofthe assignment made to it U11CU the provisions ofthis subsection or otherwise. F. Irrespective of whether any such assignment is executed and delivered, the Issuer and the Paying Agent hereby agree for the benefit of the Imure.r

I . They recognize that to the extent the Insurer makes payments, directly or indirectly (as by paying through the Paying Agent), on account ofprincipal ofor interest on the Obligations, the Insurer will be subrogated to the rights of such Holders to receive the amowrt of such principal and interest from the Issuer, with interest thereon as provided and solely from the sources stated in this Indenture and the Obligations; and 2. They will accordingly pay to the Insurer the amount of such principal and interest (including principal and interest recovered under subparagraph (ii) of the first paragraph ofthe Policy, which principal and interest shall be deemed past due and not to have been paid), with interest thereon as provided in this Indentw-e and the Obligation, but only from the sources and in the manner provided herein for the payment ofprincipal of and interest on the Obligations to Holders, and will otherwise treat the Insurer as the owner of such rights to the amow:tt of such principal and interest G. In connection with the issuance of additional Obligations, the Issuer shall deliver to the Insurer a copy of the disclosure doclDllellt, ifany, circulated ri1h respect to such additional Obligations. H. Copies of any amendments made to the documents executed in cormection with the issuance of the Obligations which are consented to by the isurer shall be sent to Standard & Poor's Corporation. I. The Insurer shall receive notice ofthe resignation or removal ofthe Paying Agent and the appointment ofa successor thereto. J. The Insurer shall receive cq,ies of all notices required to be delivered to Bondholders and, on an annual basis, copies of the Is.5Uer's audited nancial sratements and Annual Budget Notices: Any notice that is required to be given to a holder of the Obligatioo tr to the Paying Agent pursuant to the Indenture shall also be provided to 1e Insurer. All notices required to be given to the Insurer tmder the Indenture shall be in writing and shall be sent by registered or certified mail addressed to IBIA Insmance Coiporation, 113 King Street, Annonk, New York I 0504 Attention: Srnveillance. The Issuer/Obligor agrees to reimbW"Se the Insurer immediately and unconditionally upon demand, to the extent permitted by law, for all :asonable expenses, including attorneys' fees and expenses, incurred by the Insurer in connection with (i) the enforcement by the Insurer of the Issuer's >bligor's obligations, or the preservation or defense of any rights of the Insurer, wtder this Resolution/Indenture and any other document executed in mnection with the issuance of the Obligations, and (ii) any consent, amendment, waiver or other action with respect to the Resolution/Indenture or any lated document, whether or not granted or approved, together with interest on all such expenses from and including the date incurred to the date ofpayment Citibank's Prime Rate plus 3% or the maximum interest rate permitted by law, whichever is les.s. In addition, the Insurer agrees reserves the right to charge fee in connection with its review ofany such consent, amendment or waiver, whether or not granted or approved . {THIS PAGE INTENTIONALLY LEFT BLANK} APPENDIXG

MARIN COUNTY ASSESSOR-RECORDER DISCLAIMER ASSESSMENT ROLL ST A TIS TICS

The data provided in this Official Statement reflect summaries of activity related to productions of the ad valorem assessment roll as provided by State law. The data have been prepared solely for this purpose. Extreme caution is urged in using these data for any other purpose, such as estimating property tax revenue which is determined by the County Auditor-Controller. Special attention is also drawn to any parcel counts and property uses reflected in the attached data. In no case should these counts be used for any purpose without consulting the Assessor-Recorder or one of the two Assistant Assessors. The Assessor-Recorder assumes no responsibility for the accuracy of this data. This data is issued under the provisions of Revenue and Taxation Code section 408.3 and is subject to the provisions of section 408.3( d). A copy of section 408.3 is attached.

Assessor-Recorder

G-1 {TillS PAGE INTENTIONALLY LEFT BLANK} § 408.3. Property characteristics lnformatlon; public record and inspcc· tion; definition: fee for providing information; immunity from liabllJty Eor errors, omluions, etc. (a) Except as other.wise provided in Scction:s 451 and 481 and in Section 6254 of the Government Code, property characteristics inlonnation maintained by the assessor is a public record and shall be open to public inspection. (b) For purposes of this section, "pmperty characteristics," includes, but is not limited to, the year of constn.tction of improvernents to the property. their square footage, the number of bedrooms and bathrooms of all dwellings, the property's acreage, and other attn"butcs of o:r amenities to the propeny, such as swimming pools, views, zoning classifications or restrictions, use code designa­ tions, and the number of dwelling units of multiple family properties. (c) Notwitlu."tanding Section 6257 of the Government Code or any other pl""Qvision of law, if the assessor provides propercy characteristics information at

ASSESSMENT GENEIUL REQUIREMENTS ti. l the request of any party, the 8.SSt$$0T may require that a fee reasonably related to the actual cost of developing and providing the information be paid by the party receiving the information. The actual cost of providing the information is not limited to duplication or production costs, but may include recovery of developmental and indirect costs, as overhead, personnel. supply, material, office, storage, and computer costs. All revenue collected by the assessor for providing information under this . section shall be used solely to suppon, m.uotain, improve, and provide for the creation. retenµon, automation, and retrieval of assessor information. (d) the Legislature finds and declares that infonnation concerning property characteristics is maintained solely for assessmexit purposes and is not continu­ ously updated by the assessor. Iherefore, neither the county nor the assessor shall incur any liability for ~rs. omissions, or approximations with respect to property characteristics information provided by the assessor to any party pursuant to this section. Further, this subdivision shall not be construed to imply liability on the part of the county or the assessor for en-on, omissions, or other defects in any other information or records provided by the assessor pu:n\Ullll to the provi~ons of this part. -{Added by Stats.1986, c. 1511, § 1. Amended by Stats.1995, c. 527 (S.ll.716), § 5.) Historlad alld Statutory Notes 'Jbe 1995 amendment deleted subds. (e) and "(f) ln any co11m7 with • population of (f); and made other. nomubstantive chan&es. 715,000 or less, the asses.wr rPay make property Prior «> deletion subds. (e) and (0 read: charscttTistics information o~n w public in· "Ce) Except as provided in subclivwon (f), this spcctionp•• section sti..11 apply only to a coumy with a pol>\11:ltion which exceeds 715,000. CJ'08I Referaicc:i Tide lnilun:r, fumishing of names of owners, description, 0£ ~ property, and property character· isucs in preliminary report, &ee In51innce Code§ 12404.l. {THIS PAGE INTENTIONALLY LEFT BLANK} APPENDIXH

BOUNDARY MAPS AND ASSESSMENT DIAGRAMS

H-1 {THIS PAGE INTENTIONALLY LEFT BLANK} ..

.. ··,: }· ~ ;.J' -- . ( ,, l- . '. • ·'t,'" { ,Jt .. ->~ :~c.s-,~,~-. ~\.

COMMUNITY FACILITIES DISTRICT (OLD ST. HILARY'S OPEN SPACE) {THIS PAGE INTENTIONALLY LEFT BLANK}

{THlS PAGE INTENTIONALLY LEFT BLANK} 1.... .'. -; ' {THIS PAGE INTENTIONALLY LEFT BLANK} ------·------·------·--

SHEET 1 Of 19

C[Jl'IFICAllOIIS<

n£0 11H --- DAY OF 20Q2,. 11 lH! oma: OF 1HE DIS1RICT SECR£TAIIY OF lit[ MARIN IDJNT't OPEii Sl'NX Cl!ll'RICT, IIAAIN COUH'l"I. CAUfCRNA.

DIS'IIUCT SIEOl£TAAV MAAIN CtUITY OPDI SPACE CIS'IRJCT

A REASSESSMtNT WAS l£\l(ll 8Y lHE 80ARD Of DRCCTOltS OF THE MAA!N COUNTY OPEN S'AClt: DIS1RJCT. a, 1ME L01S, PIECES AND PMcn5 Of LANO - ON 'IHIS REASSESSMCNl IJIACIIAU. SAID ~T WAS ll'«II Off 2002, llflS ll£AS>USIIDIT CIAl:IIAN - ,,., lHE ltEAS!l(5'MDIT RCll. ll!R: l!fCOICED II 'IHC Offll% OF THE CENERAL IIANAGEII OF 1Ht' IIAIIII CCUNTY OP[N SPACE Cl!ll'RICT CH lH[ --- DAY at 2002. Rtn:ll!Ma: IS MADC TD lHE AEASSESSMll'ff RQ.L A[CXJlllEI) IN 'THE; cma: or '111[ COIERAI. M~MDI HR 1HE EXACT AMOUNT OF EAOI R£ASSESSIIEHT AGAINST £AOi PARc:n OF L.AHD $HDloN ON TNIS REASSESSMDIT DW:RAM.

DISDUCT SECRETARY ...,... CClUNTY OP[N SPACC DIS1RICT

MCDIIO[O 1HIS ___ DAY Of 2002. OI n£ O'Tia: OF TNC CICHERAL IIANACER OF 1lit M.wN

ClkatALW- CllUffl' -- DP£N !IP.a. DIS'IIIICT

fUD 1ltS --- DAY 17 , 2002. AT 1HE HOUR Clf --~- O'Q.OCI( __ .IA., II IIODI< OF MAPS Of ASSDSIIENT AHi) COIIMUN1Y FACU11E'S lllSIIIIC1S JIT PA« II TNE cma: OF 1HE COUNTY - OF 1HE COUNTY OF MAIIII. ITA1[ o, c.i,aNA.

COUHTYftE~!'. ~~m,.nv

NOTLS,

1HIS REASSCSSIIENT DIACJIAM IS RECOAIIED PURSUANT 10 TH( RU\INCMNC ACl OF 1984 ANO 1915 lllf>RO\OIENl ACT 80lllS (SECTlON 9500 »If) FOU.DWINC:. CAUfCIR'"A 5111££~ A>() HleHWAn CCID{~ ll£ R(CllA!llNG OF ff REASSE'SSMDITS ma., tHC;E P!IOCUDIHGS HAS 5\.IP'[R5filE1> ANO SUPP1.»nn, lllE [NIUU 4.,s[S!MENfS F1lR 1HE P~CHECX> YAu.[ OPEii SPJIC( A-ENT OISTftlCT NI!> 1Ht LOTI,f IQINTAI< OPDI SPACC OISTRICT, MARIN CWl

ltln!IDICC IS HE!IUY IIADE TO 1HE MAPS Ill' AE 11 THE r1.. REASSESSMENT DISTRICT ) T•mecu,I&. ~ornla ll!SII0-38111 ~ Pboae (-) 8119-llllllO Fu (IIOII) 81111-3480 MARIN COUNTY OPEN SPACE DISTRICT Ou1sloph• R. w.,Wl. ) R.C.C. j!505!511 MARIN COUNTY ~ STATE OF CALIFORNIA (02-008) APRIL 2002 1 ------·-·------·----··------

SHEET 2 OF 19

....,. 5M£[T ASSES$(lfl'S MAP !llE£T ~~ ..U. NO. IIQ. PAiia!. MG. IU1, NO. IOO.. I • . t25lt ICH tHRIJ t=ntlt 251 1lfll 216 • -· . -· T • 1:1!1'1113 lHRU ,.. 1111 %17 270 4 ·~··-- - . --· I . 12"1111 --· 125)1125 27'1 '!HIIU 278 4 ·~1 .,_.. " • 1:zo, 1127 MIU 126311211 271 ~· 280 • •-n -· ·-·- - . 1Y1: ,- THRU 12S3'1204 ut 4 ,. .. 171'11.' tm, 12&11213 US ·-· 2.91 4 = 21 ,~,171!. 782 4 •• . - ··--· ... - . ,- 211 ,_.. 12611 "n 213 ·-· 294 • ·-· .. . 1"" UIII 1IIW 12~JDI 29tl ~~• )DO 4 .. ln • 1IS31JOII lHRU 125J1313 JOI THIIU 308 4 - " -· . 12531'11 1HW 1--,,, :J07 lHRU 31111 4 ··-·"·-···· -...... 1:ml1311 JOII 4 ... - .' .. 12531320 1l1IIU 12531321 310 TltlU 311 4 ··-- -· ·-- &] . 12531324 THIIU 12"1"78 312 THIIU :,14 4 =··-·.. """ - ... . ·~l21 J15 4 .. . 12Al1~ 311 4 --· ... lu.1llJ2 317 4 ~ . , ~· ...... • 1253200, lltllll 12Sl201l -'11 THRU 329 1 """' ...,...... 1:l:IJZOII ••~ '"'.uDIS 330 :!31 7 ...... THRU 125320!9 :!32 ntW 3:!J 7 .... ~ .. ., -· 17.., • lltll\J 12Sl20J2 "4 _,, 346 7 ·-· ···- -· . ,.. 7 .-, • ~1213211.lt THRU 12$32037 347 11i11U 3411 7 ., .. . 1:i..o32039 1.-i.1 12~'l04S .we 1HRU S56 7 .. - . 1~4'>001 n«IJ 1254000) 3511 11• • 1.J21l11J 'J)fW U.712114 364 TIIRII 38~ ft . 13*12143 JM I ····-· ...... '"'.... ~ ... . b.,... 1ot Jt«U 132t1111 l87 lHlttJ 38Q e ····--I -· ..... • 13211121 TlflU 13211131 ..., 1HAU 312 I ...... ,...... 132111~ '93 I ·~· -·· ....'"" ... • 1.J2191S) lHMI 1321115.5 394 JIO II --- .. 1•3 -- .... & 1JU41'11 3'T 8 u2.2•110 1lZ2411' »a 1'HRU .DI e ,.. ... ''" . ,., ---·· -· ... . 1&0400t .coo !t ... '"" . ,--..nu ~1A I ...... • 1604l0.13 Q ...... -· = IU -- & ,_.__ 401C 9 -· ·-···- ... ·-... . . l!RI ,--OJ ..,2 n.u - o .... -· • 4o& 10 ...... ,a, .: ..1112 'DA.I ,.,,,._•111 408 »-1 ,4CO 10 .. ,a. • 1-11 -· IIDfft:ZO 410 1lffll 413 10 ~.. 1··-- ... _.. -· • 18041122 1..-U uuua124 ,14 ,_,,, "'I to --· • ,_..7UI 417 10 > ,.... . - - . 11K1f 41 10 -· 1--··...... "' . 11ottma .- 10 s --· -... . 1804- 1HRU lf04t- 4 " 1HAtJ 421 10 )'...... 1804ffl ••1H1211 4 .... 423 10 L ·-- --· ...... =... . t&n.1..1 7 lHRU 1&04t223 4 l,i ...... 430 10 ·--...... --· ... . 1104 1HIIU 1~221 431 'll«u 433 10 ·-- -· ...·- ... . tlu&.11 ntlU 18040235 ...w -....i 431 10 --· ···-- ••• • 1604 .-1 18049M2 •:U nRJ 4$4 10 . 1104 olllll 10 ~ ·-...... 11041 THAU 10049211.3 - 1HRU 4111 10 :::( --· ·-- ...... 1&0412.11 "8l 10 J) .... -· ... .• tl&OMD7 .l&..1 10 ~ 1M1n1 1 ...... 11«U .... 10 REASSESSMENT DtAGRAM \J Mu niFinancial 2002 CONSOLIDATED OPEN SPACE S,) ~ 2117116 -~ Ou Ditw Slllte 200 S,) ,-_,,.._..,, Callfarnll, ffS91>-;1881 REASSESSMENT DISTRICT \J Pb<> ... (90f) 1199-:m,o Fu (909) tlllll-:lo4GO I MARIN COUNTY OPEN SPACE DISTRICT !) \J MARIN COUNTY I (02-mlll) APRI. 2002 STATE Of' CALIFORNIA ;"j --·-·------·------

SHEET 3 Of 19

ASSC$$0R'S MAI' SHEET IIAP ,HEn PNlal. NO. RU. NO. NO. ~ Rff. NO. NO. U.? ,n 11nAY7 ' -----,, ...... ••=n• 10 1 117 en, AIU. ,. 711 . 1 ..... •1• 10 ...... ,. 14 ••n-= ...- - 4T7 1l 1.. ."""... ,. '"" -· ..,,, OOT ~-· on& •• I "11 ···-··· 104 1HAII A11 15 ·~..,, ,-···-,. _,, =n• 11 ... .. '""""'"' 812 ... .. II , -- ••--11n 1MRU 1 ...... -- ... 115 .. ~« ... 11 ~ .. ... ·- .... ::=:··~111 -· ~•n 11 "" - ...... --· -.. 11 B .. " w ,on.. ,u .. ,,...... It ,, .. __~· ,, ... .. II - 1 • ,, ,. ,on~, ~ ·- .. ·- ~· II ·- ·---···'""...... 11 . .. ·-10, -"" II •-'• I .. .. '"""""' ,. ··- .. 15 1 IIM ... ".. .. ,. 1 ,. ... 1' .. .,. '"""' ,. ... 12 .... """ ",. ..w-, "17 ,, - ~ AIL1 '"""'- ,, '""''"- ... •• ,--··· -· '"""" .. ."'",., -· ... .. ····-· ...... •• ...... 11 1CM.11l4 !12.1 ...... 1• '""""- .... -· 12 .. ,_. ··=~,. ... ~· .... ·1• ... 1 -· - -- •• .. I>,>"' ·-•10! .. •--n ! ... ==H .. 11•• -· --· II II ~- 17 ·-TM 17 .. ..nu 17 ·-·· - ,., ~· .. ., '" ...... -· ·-·· ... 7r,o 17 -· ~ -·· ~ 00 -· 717 ~ .. ... 13 ~ .. "" 17 ·-·, ...... 1X -· ... 17 ·-·, ... '"""' 1··-·-·-····- 17 ,_... -· .. .. 1l ,,.-· ••n-n, l&""a.'M,4 1?<\ ,, ,-~- 182 - 8" 1l ~-· "" --· ···=' .. .. 13 ·-~-- --·TUffU '""~' 731 ...... 7JJ . '" ' 7.'6 , .... 19(X5.&"H"!" ··- -· tl =-· 1G0?801' llfRlJ 18 mn ••n ..n ~n" ·-··- 740 1• 1e~,. .,. -· "" 13" 74' 1• 57$. 1 .. ~. 180-•• 74 7£C 18 '"'""'7 ,an~, =-·,Nwu 1~... ~711 1J ,·-- 7-w 7'5 18 !lT7 •1a 13 7 .. 7~·,_ 18 ~-~ ··- -· --~ ··-·" ... """" .. ·-·.• '""'""'' 7§1 ·~·-··-1• .... "tl ·~· •• > ,Nn~U ,.., - 3 '"" •• 5 7S1 78' ,. :r: ,on~- ll ,.. ·~ ,...... -· ,., 1111641• -...... ,. L ,on.. ,~, ...... "13 -- ·-· 7711 ...... ,.,., 10 13 ·-· .... "".. 1411 ~· _ 5117 -· S.1 -· .. 4 -· ...... 13 ·~ -.. - ,.,n, ..... to ...... 100, 1·-~· "'RU =, ..,. > ~· -· - "• -- -· 7911 ~ ~· 0118 .... •• ·~- 7ll0 -· .. .. ··-·-.. _... •nn •• - - \J REASSESSMENT DIAGRAM \J MuniFinancial 2002 CONSOLI DA TED OPEN SPACE SJ ~ 2117116 Siqlo Oak Drtw: Sidi. 200 REASSESSMENT DISTRICT SJ -..._ C.llfornla D2l'>DD--91161 \J Phane (POD) an--31111l "'" (-l ~Meo I {) MARIN COUNTY OPEN SPACE DISTRICT \J MARIN COUNTY I (02--00S) APOII. 2002 STA TE OF CALIFORNIA ;j ------·--······----·-·------

SHEET 4 OF 19

120' eo• ~ 120· :SCALE : 1• • IJO' Ci

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· -.l>P. REFERENCE. liuuaras. ~-nus.PAC~,' . I - 82 ·mo: 2~9 - 317 . I () \J REASSESSMENT mAGRAM \J ~ MuniFinancia1·· .2002 CONSOLI.DA TED OPEN SPACE ;;) ~ 28Tll6 Slloal• Ou: D,,tw ;;) SUit. 200 ,-._,.., C&Dl'oraia SlllSII0-3881 REASSESSMENT DISTRICT \J PbDDe (-> ff0--3111111 Pu (-) ~- I :) MARIN COUNfr. OPEN SPACE DISTRICT \J MARIN COUNTY I (D2-ooe) -. 2002 ST A TE OF CALIFORNIA j SHEET 5. OF 19

®\ \@\®\®\@ ® DR. TRISH @\®\®l®l@

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LEGEND REASSESSMENT DIAGRAM \J ~· MuniFinancial 2002 CONSOLI DA TED OPEN SP ACE SJ 0 MAP REFEROICE NI.IMBER SJ :0-.. Del< Dr!.. 120' &a' O' 120' REASSESSMENT DISTRICT =Tam- CellfvrDJ& 112511G-3881 \J Pbone (SOD) 899-3"0 ru (IIOI) 819-lMIIO 5CAI.£ : ,· • 120' I 0 IIAP REFEMNCC NUIIBERS ON THIS PACE: MARIN COUNTY OPEN SPACE DISTRICT \J 8J - 199 MARIN COUNTY I STATE OF' CALIFORNIA ;j (02--<>08) -- 2002 ~ ------·------·---

SHEET 6 OF 19

® ....b •sit 1;,A-£

RD. @l®l \®\@l®

·.. . . . : ·. ~"£~~ .·'1 · ..s~i s · ·

> 5 LEGEND :r , 20' .,, O' , 20' L SCAl.£ r 1• • 120' G 1.V.P f

UM' RETU!£NCE IIU~B(RS ON MS PAC£: > 200 - 2!!11 AND 356 - 3113 ::i n \J REASSESSMENT DIAGRAM \J ~ MuniFinancial 2002 CONSOLI DA TED OPEN SPACE Sl Sl Ou Drl ... REASSESSMENT DISTRICT \J =T-::"" Callfon>la 9250()-:leel I PlloDa (D09) 11911-3"0 l'u (IIOII) 19~3480 n MARIN COUNTY OPEN SPACE DISTRICT \J MARIN COUNTY I (02-ooa) ...... _ 2002 STATE OF CALIFORNIA ;j ------· ------

SHEET 7 OF 19

SEE :SHEET 5

r rn :::0 )>

@) G?

40' 2(f . rl 40' rl@) SCALE : t• • 40r ~ @ )>, ~ @ ~I @ LEGEND

~ t.lAP REF£RE"NC£ NUMBER @ I.IAP RffERENCE NUM1!£1!S ON lHlS PAGE: 3~ J18 - 355 @ @

REASSESSMENT DIAGRAM J ~ ~~~iE~1;ancial 2002 CONSOLIDATED OPEN SPACE ) ) :tutt. 200 T-,,Ja. ~omla 112500-3881 REASSESSMENT DISTRICT J Phone (IIOII) 8011-3990 Fa:t (ll09) lll&---3480 ) MARIN COUNTY OPEN SPACE DISTRICT J MARIN COUNTY (02-000) ...... _ 2002 STA TE OF CALIFORNIA SHEET 8 OF 19

~

120' 10' Cf 12o'

SCALC : 1• .. 120'

DEVONSHIRE DR.

J I I I 1 1 0 L--~-~-----,--,-_----,---, I < I 71{ I 0:::

t---1-----1 z 0 (/) LL.I h-t=Jll-----l 0 0 1-----i~i----- ~~ ::i ..... e= I I I~ ca:: < c., w u c., 1-----ii:1----­ w a::: w 1--j..z I -1 w @ 0 @ ~l~I~~ I r SUTRO ·\S _Avr. ~ ~- :... :.·: ·:.···l·. .• ·.. A LEGEND REASSESSMENT DIAGRAM II 2002 CONSOLIDATED OPEN SPACE ~ t~~~=t~~·_[l~cl_IlC}a_ . . . . ~~~~'t @ : MAP. R£FI:RDltE Nl.lMBER Bult..200 ·. · · ~ Temeof.da.. C..lUond• .8fl500-;Ml81 ' · . · C $~, l:,>· .) REASSESSMENT DISTRICT \I Pho!Mo (-) 8119--'ffOG . Fu (~) 000-34e0 . . ._) ... I :) IIAP · ~ffEREHCE NUMBERS ~ iH1S ·!W;t:, MARIN COU~TY OPEN SPACE DISTRICT \I J84 - l99_ MARIN COUNTY I c~~->· . . .. _..,.. 2Gll2 STATE OF CALIFORNIA j SHEET 9 OF 19

§

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! ' ...... \J ...... co CD U:GENO REASSESSMENT DIAGRAM \J ~ MuniFinancial 2002 CONSOLIDATED OPEN SPACE :;, ~ 28786 Sm,!. oak Dr!.. @ MAP REFERENCE NUll~ER :;, Sult. 200 REASSESSMENT DISTRICT \J Toauooula. California 92690-31111 I Pbm>e (909) -- 1u (909) Gllll-3'80 II.AP REFDIEHC£ NUMBERS ON TttS PAGE: '-AARIN COUNTY OPEN SPACE DISTRICT .1 400, 401 A, 40! B AND 401C \J MARIN COUNTY I ( ...... ,...... 2'IG2 ST A TE OF CALIFORNIA ::! L ------

SHEET 10 OF 19

60" JO' o· . 00' SCAIL : , •• ao·

LEGEND

~ MAP Jl!:fERENCE HUMBE!l

> 5 MAP RUt:RENC( NUMBERS ON MS PACE: I:'. 402 - 474 L

> ;f \)(\_ 0 \J REASSESSMENT DIAGRAM \I ~ MuniFinanciat------2002 CONSOUDATED OPEN SPACE s;J 1187116 IIU,cJo 0..11: Drift s;J llulte 200 -ui.. Colllar,nla IIUt<>-!IMI. REASSESSMENT DISTRICT \I Phm>o (II08) 1189-3890 ru (909) lff-lWGO I 0 sEE su.EE'f 1'7 MARIN COUNTY OPEN SPACE DISTRICT \J MARIN COUNTY I (aa--> ...... _ 1002 STATE Of CALIFORNIA ;j L ------

SHEET 11 OF 19

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i J) \J ~ LEG£NO REASSESSMENT DIAGRAM \J ~ MuniFinancial 2002 CONSOLIDATED OPEN SPACE 3J ~ 887116 S1aaJe Ou: Drt ... @) MAP l!EF£llENC[ NUIIBp! 3J Suite 200 SO' 30' o' 60' REASSESSMENT DISTRICT \J h.....-u)&. Callfonil& 81!611(>-:leel Phone (OClD) ll1111-31190 Fn (IIOII) e91HMIIO SCALL : t" • eef I MAP REFD!EHC£ NUMSEIIS OH TlifS PAC[: MARIN COUNTY OPEN SPACE DISTRIC'T fl 479 - 505 MARIN COUNTY \J STA TE OF CALlrORNIA I (O:Z-ooe) ,.,.RIL 2002 ;j -----~~~- -·~~~~~~-

SHEET 12 or 19 [j]

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(§) ~ \J REASSESSMENT DIAGRAM LEGEND \J ~ MuniFinancial 2002 CON SOLID A TED OPEN SPACE ;;) 2878!1 11111,i. Ou Drl.. ;;) Swte 200 · REASSESSMENT DISTRICT RITTROICE MUI.IBER \J C&lltomla @ WI' -ula.P-. (909) 89D--:WOO Pu (-) -- I --1 10· Jlf o' eo· n MARIN COUNTY OPEN SPACE DISffilCT \J M"P REfD!ENa: NUMIICRS ON llilS PAGE: SCALI'. , ,· • 10' MARIN COUNTY I soe - s2!> ST A TE OF' CALIFORNIA :j (~--) - 2IOQ2 ' L

SHEET 13 OF 19

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·. ·<3> MW' .. R£f:ERENC£ NUMBER. ;- SHEET 14 ~ I.IAP REl'EREN.CE IIUMB£RS ON "THIS PAGE: • ~ 475 - 4711 AND 5e2 · i) ·.sa ·-

· REASSESSMENT DIAGRAM \J -~ MuiifF1nancial 2002. C_QN·SOLIDA TE_D OPEN . SP ACE ~ . 1111'785 Slq)e O.k Drift ~ Suli. 200 \J T•-ula. Callfonlla 112~II0-88111 REASStSSMENT DISTRICT I . P.bo,.. {IIOII) 8119-3990 1u (IIOII) --8480 () MARIN COUNTY OPEN SPACE DISTRICT \J ...... MARIN COUNTY . I ;j (02-aoo) Al'"'L 2JD02 STATE OF CALIFORNIA SHEET 14 OF 19

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LEGEND

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MAP REFERENCE N1J1,19ERS ON llilS P,\c:E, 5,gJ - 607 REASSESSMENT DIAGRAM J ) ~ MuniFinancial 2002 CONSOLIDATED OPEN SPACE ) ~ ewt.,200- SlQp Ou. - J Tomocujo. Callforma -0--31161 REASSESSMENT DISTRICT Pboo• (900) ell9-3119D ras (-) e~MeO ) MARIN COUNTY OP£N SPACE DISTRICT ~ MARIN COUNTY 1 (02-000) APRIL 2002 STAl£ OF CALIFORNIA ------·------

SHEET 15 OF 19

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LtGCNO REASSESSMENT DIAGRAM \J MuniFinancial ;:i ~ 2002 CONSOLIDATED OPEN SPACE ;:i ~ 287tl5 111D1Je Oolr:. Dr!.. @) MN' REFEIID

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. ~~) MAP REFERtNCE NUMBER. ?~~Do i MAP REFERENCE NU>ABCRS ON THIS P"C£: DEL () 6'5 - 1196 () t-,.~(Q~ ~\_.r . REASSESSMENT DIAGRAM \J :;) ~ MuniFirianci 2002 CONSOLIDATED OPEN SPACE ;) ~ 2Mllli Sb&1e ()olc Drl.. Suli. 200 \J T- CaJlllmUII 1125DO-l1811J REASSESSMENT DISTRICT l'boDc (809) &09-ll890 Pax (-) :\\~~'\ \_9 ) MARIN COUNTY OP.EN SPACE "DISTRICT \J $~~ $ . MARIN COUNTY" (~) --.... STAl( OF CALIFORNIA ------·- ----·------

SHEET 17 .OF 19

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REASSESSMENT D.IAGRAM LEGEND: .. \J ~;M~:~iF1inanciar 2002 CONSOLIDATED OPEN .SPACE ;J ;J ~ 28?G3· lllnc» Oak Drlw . · SUl\e 200 · · @ MAP REfl:/IENa: NVWll[R REASSESSMENT DI.STRICT \J T•m.cula. Calitornla d&CJO.-~t . 3(f I Phone (eoi) a~SlltO Pu {U011) 691>:-8'00 Ji! ·~· o· () sc:.ur,., .... 3(f MARIN COUNTY OPEN SPACE DISTRICT MAP REFIIIENCt ·~s OH n

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SHEET 18 OF 19 DEL p._\_t,..Mt.0 f>.. PRADO sv-.'t \9 \ s-i"£, \ I \ JO' l :>' Q: ,a' \ \ ~ scALt : f•·- JI:!' \ \ --p-..._, \ \ ------LEGEND -...... J ' -- -- ...- -- L;NE ------'('t.1c '"'- '-..._ @ IAAP REfERf;NCE NUMSER {' '- ,.q ;\! ...... -- / -- -- ...... _] -- ...... ___ "' / -- '-..._ ...... r ____ --­ · 11..,P REFfR[NC£ NUMBERS o~ mis PAC£, - ...... 731 • 769 ...... _

\ \ \ \ \ --..._ ~ '\ ' -- ...... ' ' ...... ______--- - ~'"1t,y;:, ~ ' '­ ...... _ Rt.D ------..""-....._ 'I ...... '-..... > ...... '-- 5 -- ...... _ __ i:'. - , L '--- ...... _ ROAD ______. > ~ ~ ,,:j .. REA SESSMENl. DIAGRAM \J S) ~ MuniFinancial 2002 CO SOUDA TED OPEN SPACE S) ~ 287111i S1J1i1o1 Oalr: Drl.. Bull• 200 tJi; REA SESSMENT DISTRICT \J Te,n....i., Call:lon,1,, 11'26 ...38111 I PboDe (IIOII) 8911-aclllO Pas (IIOII) &DD-M*> f) ~ MARIN (COUNTY OPEN SPACE OISlRICT \J MARIN COUNTY I ;::) (O:Z-008) APIIII. - STAlE OF CALIFORNIA SHEET 19 O( 1·9 ALAMEDA DEL PRADO

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\ \ JI! 15" II JI! ~ --·-·SCAl,E .: -·'"'-,r - » .... \ \ "' ' t§2J "\ \ \ LEGEND \ \ I I IIAP REf!RENci NUIAl!Eft <~>. ------""'-. / \ MAP REfERENCE. NUMBERS ON ms PACE: HAWK ROAD -.. -...... - - .,,,, I\ \ 770 - 805 ... · ..... ~ ------/ \\ / 5 ------..... // \ \ ( _..:_;___.. __ I_ Rt.D ------~ --- \ \ \ \ I I ! I I 1 I J 1 OJ I I R~;sSSMENT DIAGRAM ~ ~· MuniFinancial ;) 2001dCON OUDA TED OPEN SPACE 211741 Slap Ou Drl" ;) ~ Sult. 200 ~ T.....,.ula, ~rma 8Z690-:ie.et EA SESSMENT DISTRICT (IIOO) 115-9000 Pu (IIOO) 8'JO'-llolea l MARIN COUNTY OPEN SPACE DISTRICT ~ . MARIN COUNTY 1 (02-DOII) Al'""'- 2002 . STATE OF CALIFORNIA {THIS PAGE INTENTIONALLY LEFT BLANK}

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