$13,060,000 CLARK COUNTY, NEVADA Special Improvement District No. 151 (Summerlin-Mesa) Local Improvement Refunding Bonds, Series 2015

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1 NEW ISSUE (Book-Entry Only) NO RATING In the opinion of Sherman & Howard L.L.C., Las Vegas, Nevada, Bond Counsel, assuming continuous compliance with certain covenants described herein, interest on the Bonds is excluded from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the Bonds (the Tax Code ), and interest on the Bonds is excluded from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code except that such interest is required to be included in calculating the adjusted current earnings adjustment applicable to corporations for purposes of computing the alternative minimum taxable income of corporations. See TAX MATTERS Federal Tax Matters. Dated: Date of Delivery $13,060,000 CLARK COUNTY, NEVADA Special Improvement District No. 151 (Summerlin-Mesa) Local Improvement Refunding Bonds, Series 2015 Due: August 1, as shown on the inside front cover The Bonds described herein are being issued by Clark County, Nevada in order to: (i) refund, together with other legally available monies, the County s outstanding Special Improvement District No. 151 (Summerlin-Mesa) Local Improvement Bonds, Series 2005; (ii) fund a reserve fund securing the Bonds and (iii) pay the costs of issuing the Bonds. The Bonds are being issued pursuant to Nevada Revised Statutes Chapters 271 and 350 and the County s Bond Ordinance described herein. The Bonds are issuable in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York. Individual purchases of Bonds may be made in principal amounts of $5,000 and integral multiples thereof. The Bonds will be in book entry form only, and purchasers thereof will not receive certificates representing their beneficial ownership but will receive credit balances on the books of their respective nominees. The Bonds will not be transferable or exchangeable except for transfer to another nominee of The Depository Trust Company or as otherwise described herein. Interest on the Bonds is payable semiannually on each February 1 and August 1, commencing on February 1, Such interest, and the principal of, and any premium on, the Bonds are payable by the Trustee to Cede & Co.; and such payments are expected to be disbursed to the beneficial owners of the Bonds through their nominees. The Bonds are subject to redemption prior to maturity as described herein. The Bonds will be secured by the Trust Estate, which consists of: (i) special assessments levied by the County on all of the assessable property within the boundaries of Special Improvement District No. 151 and (ii) all moneys and securities from time to time held by the Trustee in the Bond Fund and the Bond Reserve Fund established pursuant to the Bond Ordinance. The Bonds do not constitute a debt of the County, and the County shall not be liable thereon except from the Trust Estate. The full faith and credit of the County is not pledged to the payment of the Bonds; and the payment of the Bonds is not secured by any encumbrance, mortgage or other pledge of property of the County except the pledge of the Trust Estate. THE BONDS ARE NOT RATED BY ANY RATING AGENCY, AND INVESTMENT IN THE BONDS INVOLVES RISKS WHICH MAY NOT BE APPROPRIATE FOR CERTAIN INVESTORS. THEREFORE, ONLY PERSONS WITH SUBSTANTIAL FINANCIAL RESOURCES WHO UNDERSTAND THE RISKS OF INVESTMENT IN THE BONDS SHOULD CONSIDER SUCH AN INVESTMENT. SEE THE SECTION OF THIS OFFICIAL STATEMENT ENTITLED CERTAIN RISK FACTORS FOR A DISCUSSION OF CERTAIN FACTORS WHICH SHOULD BE CONSIDERED, IN ADDITION TO THE OTHER MATTERS SET FORTH HEREIN, IN EVALUATING THE INVESTMENT QUALITY OF THE BONDS. This cover page contains certain information for quick reference only. It is not a summary of the Bonds offered pursuant hereto. Investors must read the entire Official Statement in order to obtain information essential to the making of an informed investment decision. MATURITY SCHEDULE (See inside front cover page) The Bonds are offered when, as and if issued and received by the Underwriter, subject to the approval of Sherman & Howard L.L.C., Las Vegas, Nevada, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Underwriter by Stradling Yocca Carlson & Rauth, a Professional Corporation, Reno, Nevada and for the County by the District Attorney. It is anticipated that the Bonds will be available for delivery in book-entry form through the facilities of DTC on or about July 29, Dated: July 9, 2015

2 MATURITY SCHEDULE $13,060,000 Serial Bonds BASE CUSIP: Maturity (August 1) Principal Amount Interest Rate Yield Price CUSIP No $1,120, % 1.40% LU ,150, LV ,185, LW ,225, LX ,250, LY ,305, LZ ,360, MA ,420, MB ,490, MC ,555, MD3 CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services ( CGS ) is managed on behalf of the American Bankers Association by S&P Capital IQ. Copyright 2015 CUSIP Global Services. All rights reserved. This data is not intended to create a database and does not serve in any way as a substitute for CGS. CUSIP numbers are provided for convenience of reference only. Neither the County nor the Underwriter assumes any responsibility for the accuracy of such numbers.

3 CLARK COUNTY, NEVADA BOARD OF COUNTY COMMISSIONERS Steve Sisolak, Chair Lawrence L. Brown, III, Vice Chair Susan Brager Tom Collins Chris Giunchigliani Mary Beth Scow Lawrence Weekly COUNTY OFFICIALS Donald G. Burnette, County Manager/Chief Executive Officer Laura B. Fitzpatrick, Treasurer Yolanda T. King, Chief Financial Officer Jessica Colvin, Comptroller Lynn Marie Goya, Clerk Steven B. Wolfson, District Attorney BOND COUNSEL Sherman & Howard L.L.C. Las Vegas, Nevada TRUSTEE The Bank of New York Mellon Trust Company, N.A. Los Angeles, California FINANCIAL ADVISORS Hobbs, Ong & Associates, Inc. Las Vegas, Nevada Public Financial Management, Inc. San Francisco, California

4 Investment in the Bonds involves risks which may not be appropriate for certain investors. Therefore, only persons with substantial financial resources (in net worth and/or income) who understand (either alone or with competent investment advice) the risk of investment in the Bonds should consider such an investment. All information for investors regarding Clark County, Nevada, its Special Improvement District No. 151 (Summerlin-Mesa) and the Bonds is contained in this Official Statement. While the County maintains an internet website for various other purposes, none of the information available on this website is intended to assist investors in making any investment decision or to provide any continuing information with respect to the Bonds or any other bonds or obligations of the County. No dealer, broker, salesperson or other person has been authorized by the County to provide any information or to make any representations other than as contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by the County. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this Official Statement that involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of facts. The information and expressions of opinion herein are subject to change without notice; and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the County or its Special Improvement District No. 151 (Summerlin-Mesa) or any matters discussed herein since the date hereof. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included or incorporated by reference in this Official Statement constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as plan, expect, estimate, budget or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. No updates or revisions to those forward-looking statements are expected to be issued if or when the expectations, or events, conditions or circumstances on which such statements are based change. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL BONDS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES SET FORTH ON THE INSIDE COVER PAGE HEREOF, AND SUCH PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THEY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.

5 TABLE OF CONTENTS Page SUMMARY STATEMENT... i INTRODUCTION... 1 Proposed Amendment of Assessment Ordinance... 3 THE BONDS... 3 Authority for Issuance... 3 General Provisions... 3 Book-Entry System... 4 Redemption... 4 Debt Service Schedule... 5 SOURCES AND USES OF FUNDS... 6 THE REFUNDING PLAN... 6 LIMITATION OF LIABILITY... 7 SECURITY FOR THE BONDS... 7 Assessments... 7 Property Values... 9 Collections of Assessments and Delinquencies Enforcement Proceedings Prosecution of Foreclosure Actions by Owners and Other Remedies Bond Reserve Fund THE DISTRICT General Description of Village Description of Village Description of Village 17A The Developer Infrastructure Improvements and Development Status CERTAIN RISK FACTORS General Concentration of Ownership Development Uncertainties - General Development Uncertainties - Financing No Representation as to Merchant Builders Availability of Water Service Availability of Sewer Service Desert Tortoise and Other Animal and Plant Resources Cultural Resources Environmental Flood Plains and Washes Enforcement Delays - Bankruptcy Governmental Ownership Interests in the Property Amendments to Bond Ordinance i-

6 TABLE OF CONTENTS (continued) Page Loss of Tax Exemption TAX MATTERS Federal Tax Matters State Tax Matters ABSENCE OF LITIGATION NO RATINGS CONTINUING DISCLOSURE UNDERWRITING ADDITIONAL INFORMATION MISCELLANEOUS APPENDIX A - CERTAIN DEFINITIONS AND SUMMARY OF LEGAL DOCUMENTS... A-1 APPENDIX B - PROPOSED FORM OF OPINION OF BOND COUNSEL... B-1 APPENDIX C - INFORMATION CONCERNING THE DEPOSITORY TRUST COMPANY... C-1 APPENDIX D - FORM OF CONTINUING DISCLOSURE CERTIFICATE... D-1 -ii-

7 SUMMARY STATEMENT THIS SUMMARY STATEMENT IS SUBJECT IN ALL RESPECTS TO THE MORE COMPLETE INFORMATION AND THE DEFINITIONS FOUND IN THE ENTIRE OFFICIAL STATEMENT, AND THE OFFERING OF THE BONDS TO POTENTIAL INVESTORS IS MADE ONLY BY MEANS OF THE ENTIRE OFFICIAL STATEMENT. Purpose: Security for the Bonds: The bonds described herein (the Bonds ) are being issued by Clark County, Nevada (the County ) pursuant to the Nevada Consolidated Local Improvements Law, as amended (Nevada Revised Statutes ( NRS ) Chapter 271), the Local Government Securities Law, as amended (NRS Sections to , inclusive), and the County s Ordinance No. 4305, adopted on June 16, 2015 (the Bond Ordinance ), primarily, to refund, together with other legally available monies, the County s Special Improvement District No. 151 (Summerlin-Mesa) Local Improvement Bonds, Series 2005 (the 2005 Bonds ), which 2005 Bonds were issued by the County to finance improvements of special benefit to property located within its Special Improvement District No. 151 (Summerlin-Mesa) (the District ). The Bonds are secured by assessments (the Assessments ) levied by the County on all of the assessable property within the boundaries of the District. The parcels with Assessments which secure the Bonds are collectively referred to herein as the Property. The Assessments represent liens on the respective parcels of the Property subject thereto; they do not, however, constitute a personal indebtedness of the respective owners of such parcels. Accordingly, in the event of a delinquency in the payment of an Assessment, proceedings may be conducted only against the property securing the delinquent Assessment. Installments of the Assessments and interest thereon (the Assessment Installments ) in an aggregate amount equal to at least one-half of the annual debt service on the Bonds are to be billed semiannually by the County for the payment of the principal of and interest on the Bonds and certain administrative expenses of the County. The Assessments and moneys and securities from time to time held by the Trustee in the Bond Fund and the Bond Reserve Fund established pursuant to the Bond Ordinance (collectively, the Trust Estate ) are, pursuant to the Bond Ordinance, pledged to the payment of the principal of and interest on the Bonds. A reserve fund (the Bond Reserve Fund ) has been established pursuant to the Bond Ordinance and will be initially funded from proceeds from the sale of the Bonds in the amount of $1,364, equal to the least of: (i) ten percent (10%) of the issue price of the Bonds; (ii) one hundred twenty-five percent (125%) of Average Annual Debt Service; and (iii) Maximum Annual Debt Service (the Reserve Requirement ). The Reserve Requirement will be recalculated by the Trustee and adjusted downward (but never upward) following any redemption of Bonds from prepaid Assessments, as more fully described in THE BONDS Redemption Redemption From Prepaid Assessments. The money on deposit in the Bond Reserve Fund will be a source of funds with which to pay principal of and interest on the Bonds in the event of delinquencies in the payment of Assessment Installments. i

8 The Bonds do not constitute a debt of the County, and the County will not be liable thereon except from the Trust Estate. The full faith and credit of the County is not pledged to the payment of the Bonds, and the payment of the Bonds is not secured by any encumbrance, mortgage or other pledge of property of the County except the Trust Estate. Form of Bonds: The Bonds are being issued in fully registered form and will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, which will act as securities depository of the Bonds. Ownership interests in the Bonds may be purchased only in book-entry form in principal amounts of $5,000 or any integral multiple thereof. Payment of Interest: Interest on the Bonds is payable semiannually on each February 1 and August 1, commencing February 1, Redemption: The Developer: The District: The Bonds are subject to mandatory redemption from prepaid Assessments and optional redemption from amounts on deposit in the Construction Fund as described herein. The master developer of the Property is The Howard Hughes Company, LLC (the Developer ), which is an affiliate of The Howard Hughes Corporation. As of May 15, 2015, the Developer owned five parcels within the District. Two parcels owned by the Developer consisting of approximately 134 acres are located within Village 16. The Developer expects to develop and subdivide the parcels that it owns within Village 16 into five parcels and market such parcels to merchant builders for development into residential communities. The remaining three parcels owned by the Developer comprise Village 17A. The Developer does not currently have any immediate plans to develop the three parcels that it owns within Village 17A. Certain backbone public infrastructure needs to be constructed by the Developer within the District in order to develop the five parcels that it owns, which are currently raw land that has not been graded. The District includes approximately 1,608 gross acres located within the unincorporated portion of the County in the western section of the Las Vegas Valley. The District consists of Villages 16, 17 and 17A of a master-planned community known as Summerlin. Village 16 includes approximately 540 acres to the south of an age-restricted Summerlin community known as Siena and to the west of South Hualapai Way, in the unincorporated portion of the County. Village 16 is being developed into a community commonly known as The Mesa and is planned for approximately 1,975 residential units, open space and other public uses. Certain property owners within Village 16 of the District have prepaid the Assessment allocated to their respective property. As of May 15, 2015, within Village 16, the Property included 1,101 homes that had been completed and conveyed to individual homeowners and 233 parcels owned by merchant builders that were being developed into residential units to be sold to individual homeowners. In addition, as of May 15, 2015, the Developer owned two parcels totaling approximately 134 acres within Village 16. Such parcels are currently raw undeveloped land. The Developer expects to develop and subdivide the parcels that it owns within Village 16 into five parcels and market such parcels to merchant builders for development into residential communities. Bishop Gorman ii

9 High School, a private high school, is also located within Village 16 and is subject to the Assessment. The property within Village 17 is owned by Discovery Property Company LLC, which is a joint venture between Discovery Land Company, LLC and The Howard Hughes Corporation ( Discovery Land ) and includes approximately 555 gross acres. Village 17 is located generally to the west of Siena and is currently undeveloped raw land. In 2014, Discovery Land Company, LLC and the Developer (as defined below) entered into a joint venture to develop Village 17. The proposed development within Village 17 is expected to include a residential resort community with approximately 131 custom homes, 111 single family/duplex residences, 29 clubhouse suite condominium units, a golf course and clubhouse. Initial grading of the property within Village 17 is expected to commence in July There can be no assurance that development within Village 17 will occur in the manner or timeframe currently projected, if at all. Village 17A is located to the southwest of Siena in the unincorporated portion of the County and includes approximately 513 gross acres. The property within Village 17A is owned by the Developer. Village 17A is currently raw undeveloped land and the Developer currently does not have any immediate plans to develop such property. Property Values: The County: Taxable value of the Property is provided by the Clark County Assessor (the County Assessor ). According to the records of the County Assessor as of May 15, 2015, the total taxable value of the Property was $471,477,132, resulting in an overall taxable value to assessment lien ratio of approximately to 1. However, the ratio of taxable value to assessment lien ratio varies among individual parcels in the District. The County is a political subdivision of the State of Nevada (the State ). The County was organized in 1909 and operates under the provisions of the general laws of the State. The County covers an area of approximately 8,012 square miles and its estimated population in 2014 was 2,069,450. iii

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11 $13,060,000 CLARK COUNTY, NEVADA Special Improvement District No. 151 (Summerlin-Mesa) Local Improvement Refunding Bonds, Series 2015 INTRODUCTION The purpose of this Official Statement, which includes the cover page and the appendices hereto, is to provide certain information concerning the Clark County, Nevada, Special Improvement District No. 151 (Summerlin-Mesa) Local Improvement Refunding Bonds, Series 2015 (the Bonds ). The Bonds are being issued by Clark County, Nevada (the County ) pursuant to the Nevada Consolidated Local Improvements Law, as amended (Nevada Revised Statutes ( NRS ) Chapter 271 (the Act or the Local Improvements Law )), the Local Government Securities Law, as amended (NRS Sections to , inclusive) and the County s Ordinance No. 4305, adopted on June 16, 2015 (the Bond Ordinance ) in order to: (i) refund, together with other legally available monies, the County s outstanding Special Improvement District No. 151 (Summerlin-Mesa) Local Improvement Bonds, Series 2005 (the 2005 Bonds ); (ii) fund a reserve fund securing the Bonds and (iii) pay the costs of issuing the Bonds. The 2005 Bonds were issued by the County to finance improvements (the Project ) of special benefit to property located within its Special Improvement District No. 151 (Summerlin-Mesa) (the District ). The District is located in the master planned community of Summerlin and encompasses the portion of Summerlin designated as Villages 16, 17 and 17A. The property within Village 16 is being developed into a community commonly known as The Mesa and is expected to include approximately 1,975 residential units at buildout. As further described herein, as of May 15, 2015, certain property owners within Village 16 of the District had prepaid the Assessments allocated to their respective property. As of such date, the property within Village 16 with an allocated portion of the unbilled Assessment included 1,101 residential homes that had been completed and conveyed to individual homeowners, 233 parcels owned by merchant builders that were being developed into residential units to be sold to individual homeowners, one parcel that had been developed into the Bishop Gorman High School (which is subject to the Assessment) and one parcel of undeveloped raw land for which the owner has no immediate development plans. In addition, as of such date, the Developer (as defined below) owned two parcels of approximately 134 acres within Village 16. Certain backbone infrastructure remains to be constructed by the Developer in order to develop the property that it owns within Village 16. See THE DISTRICT Infrastructure Improvements and Development Status. The property within Village 17 is owned by Discovery Property Company LLC, which is a joint venture between Discovery Land Company, LLC and The Howard Hughes Corporation ( Discovery Land ). Village 17 is currently raw undeveloped land. In 2014, Discovery Land Company, LLC and the Developer entered into a joint venture to develop Village 17. The proposed development within Village 17 is expected to include a residential resort community with approximately 131 custom homes, 111 single family/duplex residences, 29 clubhouse suite condominium units, a golf course and clubhouse. Initial grading of the property within Village 17 is expected to commence in July There can be no assurance that development within Village 17 will occur in the manner or timeframe currently projected, if at all. Public infrastructure improvements need to be constructed by the Developer and Discovery Land and certain discretionary entitlements from the County need to be obtained in order to develop the property within Village 17. The property within Village 17A is owned by the Developer. Village 17A is currently raw undeveloped land and the Developer currently does not have any immediate plans to develop such 1

12 property. Public infrastructure will need to be constructed by the Developer and certain discretionary entitlements from the County are needed for development to proceed within Village 17A. See THE DISTRICT Infrastructure Improvements and Development Status. A map of the master plan for Summerlin is depicted on page 21. (The boundaries of the District shown on such map are approximate and do not exclude properties that were not assessed.) All of the assessable property within the boundaries of the District has been assessed to pay the estimated cost of certain public infrastructure improvements within the District as well as certain financing costs related thereto pursuant to the County s Ordinance No. 3288, adopted September 6, 2005 (the Assessment Ordinance ). The Bonds are secured by the assessments (the Assessments ) applicable to the property within the District for which the Assessments have not been prepaid (the Property ), as hereafter described under SECURITY FOR THE BONDS. The Howard Hughes Company, LLC and various affiliated entities is the master developer of the planned community known as Summerlin, which includes the District. The term Developer as used in this Official Statement, sometimes refers to The Howard Hughes Company, LLC individually, and sometimes refers to The Howard Hughes Company, LLC and its affiliated companies collectively. As of May 15, 2015, The Howard Hughes Company, LLC owned five parcels within the District, two of which are included in Village 16. The Developer expects to develop such parcels into five parcels and market such parcels to merchant builders for development into residential communities. The Developer expects to commence construction on the parcels that it owns within Village 16 in mid The three other parcels owned by the Developer within the District comprise Village 17A. The Developer currently does not have any immediate plans to develop such parcels within Village 17A. As of May 15, 2015, the parcels owned by the Developer within the District had a total taxable value of approximately $43,551,954 and such parcels were responsible for approximately $4,713,943 of the outstanding Assessments. The parcels that are owned by the Developer within the District are currently raw land and have not undergone any grading. Public infrastructure improvements need to be constructed by the Developer and Discovery Land in order to develop such parcels. As of May 15, 2015, the parcels owned by Discovery Land within the District had a total taxable value of approximately $28,825,800 and such parcels were responsible for approximately $1,280,068 of the outstanding Assessments. The parcels that are owned by Discovery Land within the District are currently raw land and have not undergone any grading. Public infrastructure improvements need to be constructed by Discovery Land in order to develop such parcels The District currently includes approximately 1,608 gross acres. Village 16 includes 540 gross acres and Village 17 and Village 17A currently includes approximately 1,068 gross acres. The net assessable acres within the District will change as the portions of the property thereof that is currently raw undeveloped land is subdivided for development in accordance with the Assessment Ordinance. The acreage that represents the difference between the gross acres and the net assessable acres are or will be used as streets, parks and other non-assessable uses. According to the County Assessor, the total assessed value of the Property as of May 15, 2015, was $471,477,132, resulting in an overall taxable value-to- Assessment lien ratio of approximately to 1. Certain considerations relating to the value of the Property are discussed under the headings SECURITY FOR THE BONDS and CERTAIN RISK FACTORS. This Official Statement includes brief descriptions of the Bonds, the District and certain other matters. Summaries of the Bond Ordinance and the Assessment Ordinance are set forth in Appendix A. Such descriptions and summaries do not purport to be comprehensive or definitive. All references herein to any of the aforesaid documents are qualified in their entirety by reference to the forms thereof, which 2

13 are available for inspection at the office of the County in the City of Las Vegas, Nevada. Capitalized terms not defined herein shall have the respective meanings ascribed to them in Appendix A hereto or, if not defined in Appendix A, the meanings ascribed to them in the Bond Ordinance. Proposed Amendment of Assessment Ordinance As of May 15, 2015, the outstanding aggregate Assessments on the Property totaled $15,576,365, which, after the refunding of the 2005 Bonds contemplated herein, is projected to be greater than the original aggregate principal amount of the Bonds. Subsequent to the date of delivery of the Bonds, County staff expects to propose an amendment to the Assessment Ordinance, which, if adopted, would reduce the outstanding aggregate Assessments to an amount equal to the original aggregate principal amount of the Bonds. The adoption of such amendment is subject to approval by the Board of County Commissioners of the County (the Board ), which may or may not be granted. If approved, the County does not expect such amendment to the Assessment Ordinance to materially or adversely impair its obligation to pay debt service on the Bonds when due. Other than the foregoing, the County does not expect to propose any further amendments to the Assessment Ordinance. See SECURITY FOR THE BONDS Assessments. Authority for Issuance THE BONDS Proceedings for the formation of the District were commenced pursuant to a petition filed with the County by the Developer on behalf of the owners of all of the Property pursuant to the Local Improvements Law. Each of the entities that owned any portion of the Property at the time of formation of the District entered into an agreement with the County pursuant to which such owner agreed that the District could be created, the Assessments could be levied and, for all other purposes relating to the District, the County could proceed in accordance with the expedited procedures contained in Sections et seq. of the Local Improvements Law. Following the receipt of certain plans and specifications and reports concerning the District and the Project, the Board formed the District, authorized the acquisition of the Project and assessed the costs and expenses thereof against the assessable property within the District. Assessments in a total principal amount equal to the total principal amount of the 2005 Bonds were confirmed by such actions. The 2005 Bonds were issued to finance the Project. The Bonds are authorized to be issued pursuant to the terms of the Act and the Bond Ordinance. General Provisions The Bonds will be dated the date of their delivery to the Underwriter (the Dated Date ) and bear interest from the Dated Date at the respective rates, and mature on the respective dates and in the respective amounts set forth on the inside front cover of this Official Statement. Such interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months and will be payable on February 1 and August 1 of each year commencing February 1, 2016 (each such date, an Interest Payment Date ). The Bonds will be issued as fully registered bonds and will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). DTC will act as securities depository for the Bonds. Ownership interests in the Bonds may be purchased in book-entry form only in denominations of $5,000 and any integral multiple thereof. See the subsection hereof entitled Book-Entry System. 3

14 Book-Entry System DTC will act as securities depository for the Bonds, and the Bonds will be registered in the name of Cede & Co. (DTC s partnership nominee). One fully-registered Bond will be issued for each maturity of the Bonds in the aggregate principal amount of such maturity and will be deposited with DTC. So long as Cede & Co. is the registered owner of the Bonds, references herein to the Owners or Holders of the Bonds shall mean Cede & Co. and shall not mean the actual purchasers of the Bonds (the Beneficial Owners ). Principal, redemption premium, if any, of and interest on the Bonds will be payable by the Trustee to Cede & Co., which is obligated in turn to remit such payments to DTC s participants for subsequent disbursement to the Beneficial Owners. The County does not give any assurance that DTC, its participants or others will distribute payments with respect to the Bonds or notices concerning them to the Beneficial Owners or that DTC will otherwise serve and act in the manner described in this Official Statement. See Appendix C for a further description of DTC and its book-entry system. The information presented therein concerning DTC and DTC s book-entry system is based solely on information provided by DTC, and no representations are made by the County concerning the accuracy or completeness thereof. Redemption Redemption from Prepaid Assessments. Any Assessment which is prepaid shall be used to redeem Bonds on the next Interest Payment Date which is at least 60 days after receipt of such prepayment at a price equal to 100% of the principal amount of each Bond, or portion thereof, so redeemed, and accrued interest thereon to the redemption date. Notwithstanding the foregoing, the amount of any such prepaid Assessment which is less than $5,000 and cannot be used by such Interest Payment Date to redeem Bonds may be used to pay the principal of or interest on the Bonds due on such Interest Payment Date; and provided further that all or any portion of such prepaid Assessment may be used to pay the principal of or interest on the Bonds if necessary to avoid or cure a default in payment of principal of or interest on the Bonds. Optional Redemption from Amounts on Deposit in Construction Fund. The Bonds are subject to redemption at the option of the County from funds on deposit in the Construction Fund (see THE DISTRICT Infrastructure Improvements and Development Status herein) on any Interest Payment Date on or after February 1, 2018 in part from any maturities, in any order of maturity and by lot within a maturity, in such manner as the County may determine (giving proportionate weight to Bonds in denominations larger than $5,000), at a price equal to 102% of the principal amount of each Bond, or portion thereof, so redeemed, and accrued interest thereon to the redemption date. Selection of Bonds for Redemption. If less than all of the Bonds are to be redeemed on any Interest Payment Date, the Bonds to be redeemed shall be selected by the Trustee proportionately from each outstanding maturity of the Bonds unless the County Treasurer determines that the Assessment Installments will be sufficient to pay the principal of and interest on the Bonds that would remain outstanding on each Interest Payment Date subsequent to the redemption date using a different method of selecting Bonds to be redeemed, in which case, the County Treasurer will provide the Trustee with written instructions as to which Bonds shall be redeemed. Redemption Procedures. Unless waived by the Owner of a Bond to be redeemed, notice of redemption shall be given by the Trustee in the name of the County by mailing such notice at least twenty 4

15 days and not more than sixty days prior to the redemption date, by first-class mail, postage prepaid, to the Owner (initially Cede & Co.) of each Bond to be redeemed at its address as shown on the registration records. Failure to give such notice to the Owner of any Bond, or any defect therein, shall not affect the validity of the proceedings for the redemption of any other Bonds. All such notices of redemption shall be dated and shall state: (i) the CUSIP number or numbers of the Bonds to be redeemed; (ii) the redemption date; (iii) the redemption price; (iv) if less than all outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed; (v) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date; and (vi) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal corporate trust office of the Trustee. After such notice has been given in the manner hereinbefore provided, the Bond or Bonds called for redemption shall become due and payable on the designated redemption date, and upon presentation and surrender thereof the County will pay the Bond or Bonds called for redemption. Notwithstanding the foregoing provisions, any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Trustee of funds on or before the date fixed for redemption sufficient to pay the redemption price of the bonds so called for redemption, and that if such funds are not available, such redemption shall be canceled by written notice to the Owners of the Bonds called for redemption in the same manner as the original redemption notice was mailed. Debt Service Schedule The following table sets forth the annual debt service for the Bonds. Year Ending August 1 Principal Interest Total 2016 $ 1,120,000 $ 502, $ 1,622, ,150, , ,627, ,185, , ,627, ,225, , ,620, ,250, , ,620, ,305, , ,625, ,360, , ,622, ,420, , ,620, ,490, , ,627, ,555,000 69, ,624, Total $ 13,060,000 $ 3,179, $ 16,239,

16 SOURCES AND USES OF FUNDS The following table sets forth the sources and estimated uses of proceeds derived from the sale of the Bonds and certain other funds. Sources: Principal Amount of Bonds $ 13,060, Other Available Funds (1) 4,615, Plus: Net Original Issue Premium 582, Total $ 18,258, Uses: Escrow Account (2) $ 16,562, Bond Reserve Fund (3) 1,364, Costs of Issuance (4) 331, Total $ 18,258, (1) (2) (3) (4) Amounts on deposit in the bond fund, administration fund and reserve fund established with respect to the 2005 Bonds. Amount being deposited in the Escrow Account to pay and redeem the 2005 Bonds on August 1, Equals the Reserve Requirement as of the date of issuance of the Bonds. Includes Underwriter s discount, legal fees, Financial Advisors fees, Trustee fees, County administrative expenses and other costs of issuing the Bonds. THE REFUNDING PLAN Pursuant to an Escrow Agreement between the Trustee and the County (the Escrow Agreement ), a portion of the net proceeds derived from the sale of the Bonds are to be deposited into an escrow account established pursuant to the Escrow Agreement (the Escrow Account ). There will also be transferred to the Trustee for deposit into the Escrow Account certain moneys on deposit with the County that are being held for the benefit of the 2005 Bonds. Moneys deposited in the Escrow Account shall be in an amount calculated to be sufficient to pay or redeem the outstanding 2005 Bonds on August 1, 2015, at a redemption price equal to the principal amount thereof plus accrued interest thereon to the date of redemption. Moneys in the Escrow Account shall be held uninvested all as further provided in the Escrow Agreement. 6

17 LIMITATION OF LIABILITY The Bonds do not constitute a debt of the County; and the County shall not be liable thereon except from (a) the Assessments, including all interest and penalties, if any, thereon and the right to enforce the same, all upon the terms and conditions set forth in the Bond Ordinance, (b) all moneys and securities from time to time held in the Bond Fund and the Bond Reserve Fund, and (c) any and all other real or personal property of every name and nature specially pledged as additional security for the Bonds (the Trust Estate ). The Trust Estate does not include moneys or securities held from time to time in the Construction Fund, the Administration Fund or the Rebate Fund. The amounts on deposit in the Bond Fund and the Bond Reserve Fund established under the Bond Ordinance constitute the only available funds of the County to be used for payment of the Bonds in the event of delinquency in the payment of the Assessment Installments. Upon depletion of the moneys in those funds, neither the Owners nor any other person, corporation or association will have any right at law or equity to compel the County, by mandamus or otherwise, to advance or expend any other moneys of the County for payment of the Bonds during the pendency of such delinquencies. The County will only be required to either cause the sale of the delinquent parcel or prosecute foreclosure proceedings as set forth in the Bond Ordinance. See SECURITY FOR THE BONDS Enforcement Proceedings. The full faith and credit of the County is not pledged to the payment of the Bonds; and the payment of the Bonds is not secured by an encumbrance, mortgage or other pledge of property of the County except the pledge of the Trust Estate. Assessments SECURITY FOR THE BONDS The payment of the amount of each Assessment, including each installment thereof, the interest thereon and any penalties and collection costs is secured by an assessment lien upon the applicable parcel of Property. Such lien is coequal with the latest lien thereon to secure the payment of general (ad valorem) property taxes, is not subject to extinguishment by the sale of any property on account of the nonpayment of general (ad valorem) property taxes and is prior and superior to all liens, claims, encumbrances and titles other than the liens of assessments and general (ad valorem) property taxes. The Assessments are pledged to secure the payment of the principal of, premium, if any, and interest on the Bonds, and, as received by or otherwise credited to the County, will immediately be subject to the lien of such pledge. Although the Assessments constitute liens upon the parcels that comprise the Property, they do not constitute a personal indebtedness of the owners of said parcels. There can be no assurance as to the financial or legal ability, or the willingness, of such property owners to pay the Assessments. All Assessment Installments will be invoiced through special assessment bills administered by the County through a private firm. See Collection of Assessments and Delinquencies below and Appendix A CERTAIN DEFINITIONS AND SUMMARY OF LEGAL DOCUMENTS THE ASSESSMENT ORDINANCE. Assessment Installments are to be collected until the Assessment against each parcel is paid or prepaid in full. All Assessment Installments (including interest and penalties thereon) received by the County are to be deposited in the Bond Fund (except to the extent required to replenish the Bond Reserve Fund). All moneys deposited in the Bond Fund shall be used as soon as the funds are available for the purpose of paying the principal of and interest on the Bonds as soon as they become due and payable, provided that, on August 1 of each year (after the Trustee has paid the principal of and the interest and redemption premiums, if any, on the Bonds due and payable on such August 1) the Trustee shall promptly report the existence of any Excess Revenues to the County Treasurer and the County Treasurer shall determine the amount of Excess Revenues that are anticipated in the sole discretion of the County Treasurer to be needed for Administration Costs and Contingencies and shall 7

18 direct the Trustee to transfer such amount to the County Treasurer for deposit to the Administration Fund. Any Excess Revenues not so transferred to the Administration Fund shall, in accordance with the Bond Ordinance and Financing Agreement, be applied by the Trustee in the following order of priority: (i) to restore the Bond Reserve Fund to the Reserve Requirement, if it is not then at that level; (ii) at the direction of the County, to provide any credit or refund owed in connection with the prepayment of Assessments (to the extent of any excess funds on deposit in the Bond Reserve Fund); and (iii) as an Assessment Credit. See Appendix A CERTAIN DEFINITIONS AND SUMMARY OF LEGAL DOCUMENTS THE BOND ORDINANCE Funds and Accounts. The Bonds and the interest thereon shall be payable from the Bond Fund, which shall contain the receipts upon the collection of the Assessments and the remainder of the Trust Estate. Upon the issuance of the Bonds, the interest rate applicable to the Assessments will be fixed at 100 basis points (one percentage point) above the highest rate of interest on the Bonds at any maturity. Thus, the aggregate amount of the Assessment Installments to be billed to the owners of the Property within the District each year will be higher than the scheduled payment of principal of and interest on the Bonds payable from such Assessment Installments. This difference between the amount of the Assessment Installments billed and the debt service on the Bonds may provide the County with a source of funds to help address any delinquencies in the payment of scheduled Assessment Installments. The following table compares the scheduled Assessment Installments for each Bond Year with the scheduled payments of principal of and interest on the Bonds payable from such Assessment Installments. The amount of the Assessment Installments received each year in excess of debt service on the Bonds will be available to cover delinquencies in the payment of scheduled Assessment Installments, to pay Administration Costs and Contingencies and to be applied as a credit against future Assessment Installments. Subsequent to the date of delivery of the Bonds, County staff expects to propose an amendment to the Assessment Ordinance, which, if adopted, would reduce the outstanding aggregate Assessments to an amount equal to the original aggregate principal amount of the Bonds. Other than the foregoing, the County does not expect to propose any further amendments to the Assessment Ordinance. If approved, the County does not expect such amendment to the Assessment Ordinance to materially or adversely impair its obligation with respect to the Bonds. The projected debt service coverage in the following table assumes that the foregoing amendment will occur. 8

19 COMPARISON OF ESTIMATED ASSESSMENT INSTALLMENTS AND BOND PAYMENTS Year Ending (August 1) Estimated Assessment Installments Debt Service Debt Service Coverage 2016 $1,715,346 $1,622, ,715,346 1,627, ,715,346 1,627, ,715,346 1,620, ,715,346 1,620, ,715,346 1,625, ,715,346 1,622, ,715,346 1,620, ,715,346 1,627, ,715,346 1,624, Source: The Underwriter. The Bonds do not constitute a debt of the County, and the County shall not be liable thereon except as provided in the Bond Ordinance. In the event of a delinquency in the payment of any Assessment Installment, the County will not have any obligation with respect to the Bonds other than to apply available funds in the Bond Reserve Fund and the Bond Fund and to commence and pursue, or cause to be commenced and pursued, sale or foreclosure proceedings with respect to the property in question (but only if and to the extent the commencement and pursuit of sale or foreclosure proceedings is required pursuant to the Bond Ordinance; see Enforcement Proceedings below). Property Values The extent to which the Assessments provide security for the Bonds is, at least in part, a function of the value of each of the parcels that comprise the Property. The taxable value of the Property has been determined by the County Assessor. The total taxable value of the Property as determined by the County was $471,477,132 as of May 15, The taxable value of the Property is not necessarily indicative of the market value of the Property. The County has not conducted an independent appraisal of the Property. 9

20 The Property owned by the Developer is responsible for approximately 30.3% of the aggregate principal amount of the Assessments. In addition, several owners own Property that is responsible for more than 5.0% of the aggregate principal amount of the Assessments. The table below identifies the owners by unpaid Assessments as of May 15, Name of Owner No. of Parcels Table 1 Property Ownership Information Unpaid Assessment % of Total Unpaid Assessment Taxable Land Value Taxable Improvement Value Total Taxable Value Howard Hughes Properties Inc. (1) 3 $3,890, % $30,882,503 $ -- $30,882,503 Bishop Gorman Corporation (2) 1 1,488, ,645,000 38,392,311 54,037,311 Discovery Property Company LLC (3) 2 1,280, ,825, ,825,800 Richmond American Homes NV Inc. (4) , ,946, ,946,023 Woodside Homes Nevada LLC (5) , ,964, ,964,500 Howard Hughes Company LLC (6) 2 823, ,669, ,669,451 Service Campaign Corporation (7) 1 141, ,413, ,413,000 Individual Owners (8) 1,101 6,135, ,599, ,139, ,738,543 Totals 1,343 $15,576, % $177,945,403 $293,531,728 $471,477,132 (1) Includes one parcel located in Village 17A totaling approximately 207 acres and two parcels located within Village 16 of approximately 134 acres. (2) Property used for the Bishop Gorman High School, a private high school located in Village 16. (3) Includes two parcels in Village 17 totaling approximately 555 acres. (4) Parcels are located in Village 16. Legal entity owning such property is a subsidiary of Richmond American Homes. Includes three parcels with total unbilled Assessments of $31,933 for which taxable value is not available. (5) Parcels are located in Village 16. Legal entity owning such property is a subsidiary of Woodside Homes. (6) Includes two parcels located in Village 17A totaling approximately 305 acres. (7) (8) Undeveloped parcel of approximately 4.71 acres located adjacent to the Bishop Gorman High School in Village 16. Includes 63 parcels owned by individual owners with completed homes for which the County has not yet assessed taxable improvement value. Source: Assessment Management Group, Inc. for unpaid Assessments; the County for Taxable Value. 10