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HomeMy WebLinkAbout01 DUE DILIGENCE REVIEW OF HOUSING FUNDAgenda Item I AGENDA REPORT Oversight Board of the Successor Agency to the Tustin Community Redevelopment Agency SUBJECT/ACTION: RECEIVE DUE DILIGENCE REVIEW OF LOW AND MODERATE INCOME HOUSING FUND AND CONVENE PUBLIC COMMENT SESSION In accordance with California Health and Safety Code (HSC) Section 34179.6, it is recommended the Oversight Board of the Successor Agency to the Tustin Community Redevelopment Agency take the following actions: 1. Receive the Due Diligence Review of the Low and Moderate Income Housing Fund from White Nielson Diehl Evans LLP, the Successor Agency's certified accountant; and 2. Convene a public comment session and consider public comments pertaining to the Due Diligence Review of the Low and Moderate Income Housing Funds. As a result of Assembly Bill 1484, Sections 34179.5 and 34179.6 were added to the Dissolution Act, requiring a licensed accountant conduct two (2) Due Diligence Reviews to determine the unobligated balances available for transfer to taxing entities. The first review for the Low and Moderate Income Housing Fund was to be completed by October 1, 2012. Upon receipt of the review, the Oversight Board must convene a public comment session at least five business days before the Oversight Board holds the approval vote. The final results of the review are to be transmitted to the Department of Finance ("DoF") and County Auditor -Controller ("CAC") by October 15, 2012. In order to accommodate these requirements, a special Oversight Board meeting was scheduled for today, Monday, October 1, 2012, at 5 pm. At the regularly scheduled meeting on Tuesday, October 9, 2012, the Oversight Board will review, approve and transmit the determination of the amount of cash and cash equivalents that are available for disbursement to taxing entities as determined by the Due Diligence Review. On August 28, 2012, the Oversight Board approved the Successor Agency to enter into an agreement with White Nielson Diehl Evans LLP ("WNDE") to conduct the Due Diligence Review. Attached is the Due Diligence Review of the Low and Moderate Income Housing Fund. The minimum five day public comment session, as required by HSC Section 34179.6(b), begins today, October 1, 2012 and concludes at the time the Agenda Report October 1, 2012 Page 2 Oversight Board takes action on October 9, 2012. In order to allow a minimum of five business days for public comments, the Oversight Board will not accept or approve the report at today's meeting. WNDE conducted the Due Diligence Review in accordance with the Agreed -Upon Procedures published by the DoF on August 27, 2012. WNDE was not engaged to and did not conduct an audit, the objective of which would be the expression of an opinion on whether the Successor Agency met the statutory requirements of HSC Section 34179.5 related to the Low and Moderate Income Housing Fund. In following the Procedures, WNDE issued a finding under 8D. that the projected spending requirements exceed the resources available, which indicates that the unrestricted cash balance of $7,858,315 can be retained by the Successor Agency. The Low and Moderate Income Housing Fund is completely obligated and there is not an unobligated balance available for disbursement to taxing entities. The second Due Diligence Review of all other fund and account balances is to be completed by December 15, 2012. As required with the first review, the Oversight Board will convene a public comment session at least five business days before the Oversight Board holds the approval vote. The final results of the review are to be transmitted to the DoF and CAC by January 15, 2013. Successor Agency and Finance Department staff are available to answer any questions the Oversight Board may have. PamelaAre�ids-King Finance Director Attachment: Due Diligence Review SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY Independent Accountants' Report on Applying Agreed -Upon Procedures On the Tustin Redevelopment Agency's And The Successor Agency to the Tustin Redevelopment Agency's Low and Moderate Income Housing Fund Pursuant to California Health and Safety Code Section 34179.5 SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND Table of Contents Page Independent Accountants' Report on Applying Agreed -Upon Procedures Related to the Low and Moderate Income Housing Fund Attachment A - Agreed -Upon Procedures and Findings Related to the Low and Moderate Income Housing Fund 2 SUPPORTING SCHEDULES AND EXHIBITS: Schedule 1 - Listing of Assets Transferred to Successor Agency as of February 1, 2012 Schedule 2 - Transfers to the City of Tustin Schedule 3 - Transfers to the Housing Successor (Tustin Housing Authority) Schedule 4 - Listing of Assets as of June 30, 2012 Schedule 5 - Unspent Bond Proceeds Schedule 6 - Summary of Available Resources and Estimated Spending Requirements Schedule 7 - Summary of Balance Available for Allocation to Affected Taxing Agencies Exhibit 1 - Reimbursement Agreement with the City of Tustin Exhibit 2 - Bond Documents Exhibit 3 - Projected Revenues and Spending Requirements on Annual Basis - 2012 to 2067 and Assumptions Made Exhibit 4 - Reimbursement Agreement with the City of Tustin Repayment Schedule Independent Accountants' Report on Applying Agreed -Upon Procedures Related to the Low and Moderate Income Housing Fund Oversight Board of the Successor Agency to the Tustin Redevelopment Agency Tustin, California We have performed the minimum required agreed-upon procedures (AUP) enumerated in Attachment A, which were agreed to by the California Department of Finance, the California State Controller's Office, the Orange County Auditor -Controller, and the Successor Agency to the Tustin Redevelopment Agency (Successor Agency), (collectively, the Specified Parties), solely to assist you in meeting the statutory requirements of Health and Safety Code Section 34179.5 related to the Low and Moderate Income Housing Fund of the former Tustin Redevelopment Agency and Successor Agency. Management of the Successor Agency is responsible for meeting the statutory requirements of Health and Safety Code Section 34179.5 related to the Low and Moderate Income Housing Fund. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified in the report. Consequently, we make no representation regarding the sufficiency of the procedures described below, either for the purpose for which this report has been requested or for any other purpose. The scope of this engagement was limited to performing the agreed-upon procedures as set forth in Attachment A. Attachment A also identifies the findings noted as a result of the procedures performed. We were not engaged to and did not conduct an audit, the objective of which would be the expression of an opinion on whether the Successor Agency has met the statutory requirements of Health and Safety Code Section 34179.5 related to the Low and Moderate Income Housing Fund. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This report is intended solely for the information and use of the Oversight Board and management of the Successor Agency to the Tustin Redevelopment Agency, the California Department of Finance, the California State Controller's Office, and the Orange County Auditor -Controller, and is not intended to be, and should not be, used by anyone other than these specified parties. Irvine California September 27, 2012 1 2875 Michelle Drive, Suite 300, Irvine, CA 92606 • Tel: 714.978.1300 • Fax: 714.978.7893 Offices located in Orange and San Diego Counties SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 1. Procedure: Obtain from the Successor Agency a listing of all assets that were transferred from the former redevelopment agency's Low and Moderate Income Housing Fund to the Successor Agency on February 1, 2012. Agree the amounts on this listing to account balances established in the accounting records of the Successor Agency. Identify in the Agreed -Upon Procedures (AUP) report the amount of the assets transferred to the Successor Agency as of that date. Finding: We agreed the amounts listed on Schedule 1 to the Successor Agency's accounting records without exception. The former redevelopment agency transferred $9,840,418 in assets to the Successor Agency as detailed in Schedule 1. 2A. Procedure: Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the Low and Moderate Income Housing Fund of the former redevelopment agency to the city that formed the redevelopment agency for the period from January 1, 2011 through January 31, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Finding: The former redevelopment agency transferred $6,459,484 to the City of Tustin during the period from January 31, 2011 through January 31, 2012 as detailed in Schedule 2. The transfers were made to reimburse the City for assisting the former redevelopment agency in meeting its affordable housing obligation. 2B. Procedure: Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the Low and Moderate Income Housing Fund of the Successor Agency to the city that formed the redevelopment agency for the period from February 1, 2012 through June 30, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Finding: This procedure is not applicable as the Successor Agency did not make any transfers from the Low and Moderate Income Housing Fund other than payments for goods and services to the City of Tustin during the period from February 1, 2012 through June 30, 2012. 2 SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 2C. Procedure: For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required the transfer. Note in the AUP report the absence of any such legal document or the absence of language in the document that required the transfer. Finding: The basis of the transfers is based on the reimbursement agreement between the City of Tustin and Tustin Community Redevelopment Agency for the Agency to reimburse the housing subsidy provided by the City. Attached to this AUP report are the Original Agreement between the Tustin Redevelopment agency dated June 5, 2007 and the first amendment dated June 5, 2010 (Exhibit 1). 3A. Procedure: Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the Low and Moderate Income Housing Fund of the former redevelopment agency to any other public agency or to private parties for the period from January 1, 2011 through January 31, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Finding: This procedure is not applicable as the former redevelopment agency did not make any transfers from the Low and Moderate Income Housing Fund other than payments for goods and services to other public agencies or private parties during the period from January 1, 2011 through January 31, 2012. 3B. Procedure: Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the Low and Moderate Income Housing Fund of the Successor Agency to any other public agency or to private parties for the period from February 1, 2012 through June 30, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and described in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. 3 SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 3B. Finding: The former redevelopment agency transferred assets as shown in Schedule 3 to the Housing Successor (Tustin Housing Authority) authorized under Health and Safety Code Section 34176(a)(2) pursuant to AB 1484. The transfer of these assets was reported on the Housing Asset List form filed July 31, 2012 with the California Department of Finance. In a letter dated September 13, 2012 the California Department of Finance has approved the Housing Asset List. 3C. Procedure: For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required the transfer. Note in the AUP report the absence of any such legal document or the absence of language in the document that required the transfer. Finding: Schedule 3 in the report shows the details for the enforceable obligation or other legal requirement supporting the transfers. 4. Procedure: Obtain from the Successor Agency a summary of the financial transactions of the Redevelopment Agency and the Successor Agency for the fiscal periods ended June 30, 2010, June 30, 2011, January 31, 2012 and June 30, 2012. Ascertain that for each period presented, the total of revenues, expenditures and transfers account fully for the changes in equity from the previous fiscal period. Compare amounts for the fiscal period ended June 30, 2010 to the state controller's report filed for the Redevelopment Agency for that period. Compare the amounts for the other fiscal periods presented to the account balances in the accounting records or other supporting schedules. Finding: This procedure is required by Section 34179.5(c)(4) for the Successor Agency as a whole and therefore will be addressed in the AUP report associated with all other funds of the Successor Agency due December 15, 2012. 5. Procedure: Obtain from the Successor Agency a listing of all assets of the Low and Moderate Income Housing Fund (excluding assets held by the entity that assumed the housing function previously performed by the former redevelopment agency) as of June 30, 2012. Agree the assets on listing to the accounting records of the Successor Agency. fl SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 5. Finding: As of June 30, 2012, the Successor Agency's total assets related to the former redevelopment agency's Low and Moderate Income Housing Fund amounted to $9,730,855 as shown in Schedule 4. 6. Procedure: Obtain from the Successor Agency a listing of asset balances related to the former redevelopment agency's Low and Moderate Income Housing Fund on June 30, 2012 that were restricted for the following purposes: • unspent bond proceeds, • grant proceeds and program income restricted by third parties, and • other assets with legal restrictions. 6A. Procedure - Unspent Bond Proceeds: Obtain the Successor Agency's computation of the restricted balances and trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation. Obtain the legal document that sets forth the restriction pertaining to these balances. We agreed the par amount of the bonds, the original issue premium, cost of issuance and deposits to the reserve fund to the Official Statement prepared on the issuance of the bonds. We agreed the balances at June 30, 2012 to the Statement of Assets held by BNY Mellon Trust Company. Finding: As of June 30, 2012, the Successor Agency had $1,872,540 in reserve funds from the issuance of the bonds as detailed in Schedule 5. Attached to the report at Exhibit 2 are pages from the Official Statement prepared on the issuance of the bonds and page 15 from that statement which restricts the use of the reserve funds for payment of bond debt service requirements. 6B. Procedure - Grant Proceeds and Program Income Restricted by Third Parties: Obtain the Successor Agency's computation of the restricted balances and trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation. Obtain a copy of the grant agreement that sets forth the restriction pertaining to these balances. Finding: This procedure is not applicable as the Successor Agency's assets related to the former redevelopment agency's Low and Moderate Income Housing Fund did not have grant proceeds and program income restricted by third parties as of June 30, 2012. 5 SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 6C. Procedure - Other Assets Considered to be Legally Restricted: Obtain the Successor Agency's computation of the restricted balances and trace individual components of this computation to related account balances in the accounting records or other supporting documentation. We obtained the legal document that sets forth the restriction pertaining to these balances. Finding: This procedure is not applicable as the Successor Agency's assets related to the former redevelopment agency's Low and Moderate Income Housing Fund did not have other assets considered to be legally restricted as of June 30, 2012. 7. Procedure: Obtain from the Successor Agency a listing of assets of the former redevelopment agency's Low and Moderate Income Housing Fund as of June 30, 2012 that are not liquid or otherwise available for distribution and ascertain if the values are listed at either purchase cost or market value as recently estimated by the Successor Agency. For assets listed at purchased cost, trace the amount to a previously audited financial statement or other accounting records of the Successor Agency and note any differences. For any differences noted, inspect evidence of asset disposal subsequent to January 31, 2012 and ascertain that the proceeds were deposited into the Successor Agency's trust fund. For assets listed at recently estimated market value, inspect evidence supporting the value and note the methodology used. Finding: This procedure is not applicable as the former redevelopment agency's Low and Moderate Income Housing Fund did not have any assets that were not liquid or otherwise available for distribution as of June 30, 2012. 8A. Procedure: If the Successor Agency identified that existing asset balances were needed to be retained to satisfy enforceable obligations, obtain an itemized schedule of asset balances (resources) as of June 30, 2012 that were dedicated or restricted for the funding of enforceable obligations. Compare the information on the schedule to the legal documents that formed the basis for the dedication or restriction of the resource balance in question. Compare all current balances which needed to be retained to satisfy enforceable obligations to the amounts reported in the accounting records of the Successor Agency or to an alternative computation. Compare the specified enforceable obligations to those that were included in the final Recognized Obligation Payment Schedule (ROPS) approved by the California Department of Finance. If applicable, identify any listed balances for which the Successor Agency was unable to provide appropriate restricting language in the legal document associated with the enforceable obligation. D SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 8A. Finding: This procedure was not applicable as the Successor Agency did not identify any assets to be retained to fund enforceable obligations. 8B. Procedure: If the Successor Agency identified that future revenues together with balances dedicated or restricted to an enforceable obligation are insufficient to fund future obligation payments and thus retention of current balances is required, obtain from the Successor Agency a schedule of approved enforceable obligations that include a projection of the annual spending requirements to satisfy each obligation and a projection of the annual revenues available to fund those requirements. Compare the enforceable obligations to those that were approved by the California Department of Finance for the six month period from January 1, 2012 through June 30, 2012 and for the six month period July 1, 2012 through December 31, 2012. Compare the forecasted annual spending requirements to the legal document supporting the enforceable obligation and obtain the Successor Agency's assumptions relating to the forecasted annual spending requirements. Obtain the Successor Agency's assumptions for the forecasted annual revenues. Disclose the major assumptions for the forecasted annual spending requirements and the forecasted annual revenues in this AUP report. Finding: The Successor Agency has identified two enforceable obligations that require the retention of current available resources. The first enforceable obligation is required by Reimbursement Agreement between the City of Tustin and Tustin Community Redevelopment Agency Related to the Affordable Housing Responsibilities to be assumed by the Agency (Exhibit 1). The enforceable obligation is reported in line 71 of the ROPS filed for the period January 1, 2013 to June 30, 2013. Exhibit 4 shows the original amount due under the agreement, total payments made as of June 30, 2012 and repayment schedule after June 30, 2012. The second enforceable obligation is the affordable covenants on several affordable homeownership units. The Agency is required to monitor compliance with the promissory notes and recorded affordable covenants. In addition, the Agency prepares and executes affordable housing documents when affordable homeowners refinance or sell their homes. The Successor Agency has prepared a projection that shows total resources available to satisfy these enforceable obligations amounting to $14,093,470 (Schedule 6) which includes $7,858,315 in cash and investments held by the Successor Agency. The total estimated spending requirements are $23,471,344. The total resources available less the estimated spending requirements results in a projected deficit of $9,377,874 as shown in Schedule 6. Exhibit 3 shows the annual projected revenues and annual estimated spending requirements until the end of the latest affordable covenant recorded. The assumptions for the projected revenues and the spending requirements are shown in Exhibit 3. 7 SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 8C. Procedure: If the Successor Agency identified that projected property tax revenues and other general purpose revenues to be received by the Successor Agency are insufficient to pay bond debt service payments (considering both the timing and amount of the related cash flows), obtain a schedule demonstrating this insufficiency. Compare the timing and amounts of bond debt service payments to the related bond debt service schedules in the bond agreement. Obtain the assumptions for the forecasted property tax revenues and other general purpose revenues and disclose them in this AUP report. Finding: This procedure is not applicable as the Successor Agency did not identify any assets to be retained under this procedure. 8D. Procedure: If Procedures 8A, 8B and 8C were performed, calculate the amount of unrestricted balances necessary for retention in order to meet enforceable obligations. Combine the amount identified as currently restricted balances and the forecasted annual revenues to arrive at the amount of total resources available to fund enforceable obligations. Reduce the total resources available by the amount of forecasted annual spending requirements. Include the calculation in this AUP report. Finding: The calculation of the amount of unrestricted balances necessary for retention in order to meet enforceable obligations is shown in Schedule 6. The projected spending requirements exceeds the resources available which indicates that the unrestricted cash balance of $7,858,315 be retained by the Successor Agency. 9. Procedure: If the Successor Agency identified that cash balances as of June 30, 2012 need to be retained to satisfy obligations on the Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2012 through June 30, 2013, obtain a copy of the final ROPS for the period of July 1, 2012 through December 31, 2012 and a copy of the final ROPS for the period January 1, 2013 through June 30, 2013. For each obligation listed on the ROPS, the Successor Agency should identify (a) any dollar amount of existing cash that was needed to satisfy the obligation, and (b) the Successor Agency's explanation as to why the Successor Agency believes that such balances were needed to satisfy the obligation. Include this schedule as an attachment to this AUP report. SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY ATTACHMENT A - AGREED-UPON PROCEDURES AND FINDINGS RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND 9. Finding: This procedure is not applicable as the Successor Agency did not identify any assets to be retained under this procedure. 10. Procedure: Present a schedule detailing the computation of the Balance Available for Allocation to Affected Taxing Agencies. Amounts included in the calculation should agree to the results of the procedures performed above. Agree any deductions for amounts already paid to the County Auditor -Controller on July 12, 2012 as directed by the California Department of Finance to evidence of payment. Finding: The schedule detailing the computation of the Balance Available for Allocation to Affected Taxing Agencies is shown in Schedule 7. The computation shows that the Successor Agency does not have balance available for allocation to affected taxing agencies. 11. Procedure: Obtain a representation letter from management of the Successor Agency acknowledging their responsibility for the data provided and the data presented in the report or in any schedules or exhibits to the report. Included in the representations is an acknowledgment that management is not aware of any transfers (as defined by Section 34179.5) from either the former redevelopment agency or the Successor Agency to other parties for the period from January 1, 2011 through June 30, 2012 that have not been properly identified in this AUP report and its related schedules or exhibits. Management's refusal to sign the representation letter should be noted in the AUP report as required by attestation standards. Finding: No exceptions were noted as a result of this Procedure. 9 SCHEDULE 1 SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND LISTING OF ASSETS TRANSFERRED TO SUCCESSOR AGENCY As of February 1, 2012 Total Assets as of February 1, 2012 ASSETS Cash and investments $ 7,967,892 Cash with fiscal agent (Bond Trustee) 1,872,526 TOTAL ASSETS $ 9,840,418 NOTE: (A) For accounting purposes, the following assets recorded in the Low and Moderate Income Housing Fund at January 31, 2012 were transferred to the Tustin Housing Authority (Housing Successor) on February 1, 2012 pursuant to Health and Safety Code Section 34176(a)(2). Loans $ 35,515,133 Interest receivable 41,776 Prepaid costs 30,000 Property Held for Sale 362,677 $ 35,949,586 SCHEDULE2 SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND TRANSFERS TO THE CITY OF TUSTIN FOR THE PERIOD JANUARY 1, 2011 THROUGH JANUARY 31,2012: Date of Enforceable Obligation/Other Transfer Description of Transfer Purpose of Transfer Amount Legal Requirement Supporting Transfer 6/30/2011 Affordable Housing reimbursement Reimburse the City for assisting the Agency $ 3,229,742 See Exhibit 1 for Reimbursement Agreement to City of Tustin in carrying out its affordable housing between the City and former redevelopment obligation agency 7/1/2011 Affordable Housing reimbursement Reimburse the City for assisting the Agency See Exhibit 1 for Reimbursement Agreement to City of Tustin in carrying out its affordable housing between the City and former redevelopment obligation 3,229,742 agency TOTAL TRANSFERS $ 6,459,484 SCHEDULE 3 SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND TRANSFERS TO THE HOUSING SUCCESSOR (TUSTIN HOUSING AUTHORITY) FOR THE PERIOD FEBRUARY 1, 2012 THROUGH JUNE 30,2012: Date of Enforceable Obligation/Other Transfer Description of Transfer Purpose of Transfer Amount Legal Requirement Supporting Transfer 2/1/2012 Transfer of Loan Receivable of Transfer Housing Assets to Health and Safety Code Section 34176(a)(2) $35,515,133 and accrued interest the Housing Successor This amount is reported on Housing Asset of $41,776 to the Tustin (Tustin Housing Authority) $35,556,909 List filed with Department of Finance Housing Authority 2/1/2012 Transfer of Land Held for Transfer Housing Assets to Health and Safety Code Section 34176 (a)(2) Resale to the Tustin the Housing Successor This amount is reported on Housing Asset Housing Authority (Tustin Housing Authority) $ 362,677 filed with Department of Finance 2/1/2012 Transfer of prepaid costs to Transfer Housing Assets to Health and Safety Code Section 34176 (a)(2) to the Tustin Housing the Housing Successor This amount is reported on Housing Asset Authority (Tustin Housing Authority) $ 30,000 List filed with Department of Finance SCHEDULE4 SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND LISTING OF ASSETS As of June 30, 2012 Total Assets as of June 30, 2012 ASSETS Cash and investments $ 7,858,315 Cash with fiscal agent (Bond Trustee) 1,872,540 TOTAL ASSETS $ 9,730,855 SCHEDULE 5 SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND UNSPENT BOND PROCEEDS Par Amount of 2010 Bonds $ 26,170,000 Add: Original Issue Premium 104,205 Bond Proceeds 26,274,205 Series 2010 Bond Proceeds per Transcript 26,274,205 Less: Deposit to Reserve Account (1,827,606) Less: Deposit to the Cost of Issuance Fund (946,599) Net Housing Project Fund 23,500,000 Deposit to Housing Project Fund Date 23,500,000 Repay obligation to City pursuant to reimbursement agreement (Exhibit 1) 3/1/2010 (23,500,000) Remaining Project Funds - Actual Current Balance (including reserve fund of $ 1,872,540) S 1,872,540 SCHEDULE 6 SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND SUMMARY OF AVAILABLE RESOURCES AND ESTIMATED SPENDING REQUIREMENTS AVAILABLE RESOURCES: CURRENT RESOURCES: Cash and investment balances at June 30, 2012 $ 7,858,315 PROJECTED REVENUES: Proceeds from sale of property $ 362,477 Deferral payments 2,776,042 Proceeds from loan repayments 776,249 Proceeds from second trust deeds (Affordable Housing Covenants) 2,320,387 TOTAL PROJECTED REVENUES 6,235,155 TOTAL RESOURCES AVAILABLE 14,093,470 SPENDING REQUIREMENTS Affordability covenant compliance monitoring 11,915,580 Repayments to City pursuant to affordable housing reimbursement agreement 11,555,764 TOTAL SPENDING REQUIREMENTS 23,471,344 NET DEFICIT (SPENDING REQUIREMENTS EXCEED RESOURCES AVAILABLE) $ (9,377,874) SCHEDULE 7 SUCCESSOR AGENCY TO THE TUSTIN REDEVELOPMENT AGENCY AGREED-UPON PROCEDURES RELATED TO THE LOW AND MODERATE INCOME HOUSING FUND SUMMARY OF BALANCE AVAILABLE FOR ALLOCATION TO AFFECTED TAXING AGENCIES As of June 30, 2012 Total amount of assets held by the Successor Agency as of June 30, 2012 - (Procedure 5) $ 9,730,855 Less assets legally restricted for uses specified by debt covenants, grant restrictions, or restrictions imposed by other governments - (Procedure 6) (1,872,540) Less assets that are not cash or cash equivalents (e.g., physical assets) - (Procedure 7) - Less balances that are legally restricted for the funding of an enforceable obligation (net of projected annual revenues available to fund those obligations) - (Procedure 8) (7,858,315) Less balances needed to satisfy ROPS for the 2012-13 fiscal year - (Procedure 9) - Less the amount of payments made on July 12, 2012 to the County Auditor -Controller as directed by the California Department of Finance - Add the amount of any assets transferred to the City for which an enforceable obligation with a third party requiring such transfer and obligating the use of the transferred assets did not exist - (Procedures 2 and 3) - Amount to be remitted to County for disbursement to taxing agencies $ - EXHIBIT 1 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF TUSTIN AND TUSTIN COMMUNITY REDEVELOPMENT AGENCY REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF TUSTIN AND TUSTIN COMMUNITY REDEVELOPMENT AGENCY RELATED TO AFFORDABLE HOUSING RESPONSILITIES TO BE ASSUMED BY THE AGENCY This Agreement is entered into as of the %) day of ju%.Q. , 2007 ("Effective Date"), by and between the CITY OF TUSTIN, a municipal corporation ("City") and the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic ("Agency"). RECITALS A. The City adopted a Specific Plan/Reuse Plan for the former Marine Corps Air Station -Tustin ("Specific Plan/Reuse Plan") on February 3, 2003 by Ordinance No. 1257, which provides the policies, regulations, implementation strategies and procedures necessary to guide the civilian reuse of the former Marine Corps Air Station - Tustin ("MCAS"). B. The City adopted the Redevelopment Plan ("Redevelopment Plan") for the Marine Corps Air Station Tustin Redevelopment Project ("Project") on June 2, 2003, by Ordinance No. 1276 which authorizes the use within the Project of the powers contained in the California Community Redevelopment Law (Health & Safety Code §33000 et seq.), including, without limitation, the authorization to receive an allocation of a portion of the property taxes paid in the Project area pursuant to Health and Safety Code Section 33670(b) ("Tax Increment"). C. The City has acquired from the Department of the Navy certain real property within the Project for re -sale to developers for the development of residential uses including specified numbers of affordable housing units pursuant to the Specific Plan/Reuse Plan and the Redevelopment Plan. D. The Community Redevelopment Law (Health & Safety Code §33334.2) requires that not less than twenty percent (20%) of the Tax Increment allocated to the Agency must be used by the Agency for the purposes of increasing, improving, and preserving the community's supply of affordable housing for persons and families of low and moderate income. In carrying out the purposes of this section, a redevelopment agency may exercise any or all of its powers including, but not' limited to, providing subsides to, or for the benefit of persons and families of low and moderate income, to the extent those households cannot obtain housing at affordable costs on the open market. 831845v2A 29171/0001(2) 5/2512007 E. In addition, the Community Redevelopment Law requires that at least fifteen percent (15%) of all new and substantially rehabilitated dwelling units developed within a redevelopment project area shall be available at affordable housing cost to persons and families of low or moderate income and shall be occupied by these persons and families (the "Inclusionary Housing Requirement"). Not less than forty percent (40%) of these dwelling units must be available at affordable housing cost to very low- income households and shall be occupied by these persons and families. F. Dwelling units developed pursuant to the Inclusionary Housing Requirement are to remain available at affordable housing cost to and occupied by very low-, low-, and moderate -income persons and families for the longest feasible time, but for not less than fifty-five (55) years for rental units and forty-five (45) years for owner - occupied units. G. To assist in enabling the Agency to provide the required affordable housing for the benefit of very low -,low-, and moderate -income persons and families in implementing the Specific Plan/Reuse Plan and the Redevelopment Plan, the City has re- sold certain property ("Property") and will resell additional Property within the Project area for residential development at a fair reuse value for the residential use and with the covenants and conditions under the Specific Plan/Reuse Plan and Redevelopment Plan, including the required numbers of affordable housing units.. H. To assist the Agency in ensuring that such affordable housing units developed on such Property are sold and remain available at affordable housing costs to, and occupied by, persons and families of very low to moderate income at a subsidized affordable sale price for at least the periods of time prescribed by Health and Safety Code Section 33334.3(f), and to provide for future ongoing monitoring requirements for such affordable units under Health and Safety Code Section 33418, the City has encumbered or will encumber such units with covenants and deeds of trust. The difference between the market value of such units and the affordable sale price of such affordable housing units is represented by the gap funding assistance provided to affordable homebuyers with promissory notes by second deeds of trust in favor of City, hereinafter referred to as the "Housing Affordability Subsidy". I. As of the date of this Agreement, the City has resold to developers for residential development Property on which a total of five hundred sixty-five (565) housing units will be constructed. Of the five hundred sixty-five (565) housing units to be constructed, one hundred and seventeen (117) units of the required one hundred and eighteen (118) units restricted consistent with the Inclusionary Housing Requirement, pursuant to an Affordable Housing Covenant and an Affordable Housing Deed of Trust have provided. The City's Housing Affordability Subsidy for the units sold as of the date of this Agreement is $46,407,736. The City anticipates reselling additional Property to developers for residential development on which a total of two thousand one hundred and five (2,105) housing units will be constructed, with two hundred (200) for sale units to be restricted consistent with the Inclusionary Housing Requirement. The City's 2 5/25/2047 Housing Affordability Subsidy for these additional units in the future is currently estimated at $62,296,000. J. Pursuant to the Health and Safety Code Section 33128, the Agency is performing a public function of the City and may have access to services and facilities of the City. K. The City and the Agency desire to enter into this Agreement: 1. To provide the terms and conditions under which the Agency will reimburse the City for the Affordable Housing Subsidy. 2. To set forth activities, services and facilities that the City will render for and make available to the Agency in furtherance of the activities and functions of the Agency under the Community Redevelopment Law; and 3. To provide that the Agency will reimburse the City for actions undertaken and costs and expenses incurred by it for and on behalf of the Agency. AGREEMENT 1. The Agency agrees to reimburse the City for the Affordable Housing Subsidy from Tax Increment received by the Agency from the Project or other available Agency sources including funds deposited into the Agency's Low and Moderate Income Set -Aside Funds for use within the territorial jurisdiction of the Agency. The City and the Agency agree that as of the date of this Agreement, the amount of the Affordable Housing Subsidy is $46,407,736. 2. The City agrees to provide for the Agency such staff assistance, supplies, technical services and other services and facilities of the City as the Agency may require in carrying out its functions under the Community Redevelopment Law. Such assistance and services may include the services of officers, employees, attorneys and special consultants. 3. The City will keep records of: (a) sales of property in the Project and the amount of the Housing Affordability Subsidy, and (b) activities and services undertaken pursuant to this Agreement and the costs thereof, in order to ensure that an accurate record of the Agency's liability to the City can -be ascertained. The City shall periodically, but not less than annually, submit to the Agency a statement of the costs incurred by the City in rendering activities and services to the Agency pursuant to this Agreement. Such statement of costs may include a proration of the City's administrative and salary expense attributable to services of City officials, employees and departments rendered for the Agency. 5/25/2007 4. The Agency agrees to reimburse the City for all costs incurred by the City pursuant to this Agreement from and to the extent that funds are available to the Agency for such purpose from Tax Increment or from other sources, provided that the Agency shall have the sole and exclusive right to pledge any such sources of funds to the repayment of other indebtedness incurred by the Agency in carrying out the Project. The costs of the City under this Agreement (including, without limitation, the Affordable Housing Subsidy) will be shown on statements submitted to the Agency pursuant to Section 3 above. Although the parties recognize that payment may not occur for a few years and that repayment may also occur over a period of time, it is the express intent of the parties that the City shall be entitled to repayment of the expenses incurred by the City under this agreement, consistent with the Agency's financial ability, in order to make the City whole as soon as practically possible. 5. The obligations of the Agency under this Agreement shall constitute an indebtedness of the Agency within the meaning of Section 33670 et seq. of the Health and Safety Code, to be repaid to the City by the Agency with interest at five percent (5%) per annum. (SIGNATURES PAGES FOLLOW) 5/25/2007 IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. APPROVED AS FO&M: Douglas C. Holland, o CityWtrney ATTEST: FEW • MN 721 LlfrA LM "CITY" CITY OF TU N By: Lou Bone, Mayor "AGENCY" TUSTINCOMMUNITY k,EN AGENCY Board of Directors 5/25/2007 FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF TUSTIN AND TUSTIN COMMUNITY REDEVELOPMENT AGENCY RELATED TO AFFORDABLE HOUSING RESPONSIBILITIES TO BE ASSUMED BY THE AGENCY This First Amendment ("First Amendment") is entered into as of the 5th day of January, 2010 ("Effective Date"), by and between the CITY OF TUSTIN, a municipal corporation ("City") and the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic ("Agency"). RECITALS A. The City has previously acquired from the Department of the Navy certain real property within the Marine Corps Air Station -Tustin Redevelopment Project ("MCAS Project") for resale to developers for the development of residential uses including specified numbers of affordable housing units pursuant to the Specific Plan/Reuse Plan and the Redevelopment Plan. B. On June 5, 2007, the City and the Agency entered into an agreement ("Reimbursement Agreement") pursuant to which the Agency agreed to reimburse the City from Tax Increment received by the Agency from the MCAS Project and other available Agency sources, including funds deposited into the Agency's low and moderate income housing fund for the MCAS Project, the difference between the market value of the affordable units and the affordable sale price of such affordable housing units. This difference, represented by the gap funding assistance provided to affordable homebuyers with promissory notes by second deeds of trust in favor of the City, was referred to in the Reimbursement Agreement as the "Housing Affordability Subsidy." C. While the repayment obligation under the Reimbursement Agreement applies s to the MCAS Project and other available Agency sources and was intended to also apply to the Town Center and South Central Project Area as identified in the Reimbursement Agreement City Council and Agency staff reports and authorizations dated June 5, 2009 , the Agency desires to make it explicitly clear that the Agency may also encumber tax increment deposited into the low and moderate income housing fund of the City's two other redevelopment projects, Town Center Redevelopment Project ("Town Center Project") and South Central Redevelopment Project ("South Central Project"), to repay the City its obligation under the Reimbursement Agreement. 1271102v1 29171/0001 D. Though the time limit on incurring indebtedness for both the Town Center Project and South Central Project has seemingly expired and no ordinance eliminating the time limit on incurring indebtedness pursuant to California Health and Safety Code Section 33333.6(e)(2)(b) has been adopted, California Health and Safety Code Section 33333.6(e)(4)(A) provides for a suspension of the time limit on incurring indebtedness as follows: "A time limit on the establishing of loans, advances, and indebtedness to be paid with the proceeds of [tax increment] shall not prevent an agency from incurring debt to be paid from the agency's Low and Moderate Income Housing Fund or establishing more debt in order to fulfill the agency's affordable housing obligations, as defined in paragraph (1) of subdivision (a) of Section 33333.8." Section 33333.8(a)(1) goes on to define an agency's affordable housing obligations as including: (a) the obligation to make deposits to and expenditures from the low and moderate income housing fund; (b) eliminate deficits in the housing fund; (c) expend or transfer an excess surplus; (d) provide relocation assistance; (e) provide replacement housing; (f) provide inclusionary housing." E. The Agency has previously adopted resolutions for all three redevelopment projects finding that the expenditure of monies from the low and moderate income housing fund outside of each project area will be of benefit to each redevelopment project. Specifically, Resolution Nos. RDA 05-01 and RDA 05-02 adopted by the Agency on March 21, 2005, for South Central Project and Town Center Project respectively, each state that such monies will be used to provide low and moderate income housing at an affordable housing cost to persons and families of low and moderate income within the territorial jurisdiction of the Agency, and for other purposes authorized by the California Community Redevelopment Law (Health & Safety Code §§33000 et seq.). Additionally, the Agency, on page 17 of its Mid -Term Report for the Town Center and South Central Redevelopment Project Areas' Third Five -Year Implementation Plan (FY 2005/06 to FY 2009/10) made specific reference to its intention that the Agency would reimburse the City for its financial assistance to the Agency in producing affordable housing units, said reimbursement to possibly come from tax increment generated from the MCAS Project and from housing set aside funds not only from the MCAS Project, but from Town Center Project and South Central Project as well. F. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Reimbursement Agreement. THEREFORE, the parties agree as follows: 1. Proiect: All references to the defined term "Project" in the Reimbursement Agreement shall be deemed to refer to the Marine Corps Air Station - Tustin Redevelopment Project. 2. Amendment of Recital H: Recital H of the Reimbursement Agreement is hereby deleted in its entirety and replaced with the following: 1271102v129171/0001 7 "H. To assist the Agency in ensuring that such affordable housing units developed on such Property are sold and remain available at affordable housing costs to, and occupied by, persons and families of low or moderate income at a subsidized affordable sale price for at least the periods of time prescribed by Health and Safety Code Section 33334.3(f) and to provide for future ongoing monitoring requirements for such affordable units under Health and Safety Code Section 33418, the City has encumbered or will encumber such units with covenants and deeds of trust. The difference between the market value of such units and the affordable sale price of such affordable housing units (which difference includes the discounted sale price of the Property received by the City) is represented by promissory notes and secured by second deeds of trust in favor of City, hereinafter referred to as the "Housing Affordability Subsidy." 3. Amendment of Recital I: Recital I of the Reimbursement Agreement is hereby deleted in its entirety and replaced with the following: "I. As of the date of this Agreement, the City has resold to developers for residential development Property on which a total of Five Hundred Sixty Five (565) housing units will be constructed. Of the Five Hundred and Sixty Five (565) housing units to be constructed, One Hundred Eighteen (118) units are restricted consistent with the Inclusionary Housing Requirement, pursuant to an Affordable Housing Covenant and an Affordable Housing Deed of Trust. The City's Housing Affordability Subsidy for the units sold as of the date of this Agreement is Forty Six Million Four Hundred Seven and Seven Hundred and Thirty Six DOLLARS ($46,407,736) which amount has not yet been repaid to the City. The City also anticipates reselling additional Property to developers for residential development on which a total of two thousand one hundred and five (2,105) housing units will be constructed, with two hundred (200) additional for sale units currently to be restricted with the Inclusionary Housing Requirement. The City's Housing Affordability Subsidy for these additional units in the future is currently estimated at $62,296,000." 4. Amendment of Paragraph l: Paragraph l of the Reimbursement Agreement is hereby deleted in its entirety and replaced with the following: 1. The Agency agrees to reimburse the City for the Affordable Housing Subsidy from (a) Tax Increment received by the Agency from the MCAS Project or other available Agency sources, and (b) tax increment deposited into the low and moderate income housing fund from the MCAS Project, Town Center Project and South Central Project for 1271102v1 29171/0001 3 use within the territorial jurisdiction of the Agency. The City and the Agency agree that as of the date of this Agreement, the amount of the Affordable Housing Subsidy is Forty Six Million Four Hundred Seven and Seven Hundred and Thirty Six DOLLARS ($46,407,736) which amount has not yet been repaid to the City." 5. Incorporation of Recitals: Each recital set forth in the Reimbursement Agreement and above in this First Amendment shall be deemed a part of the Reimbursement Agreement as amended by this First Amendment. 6. First Amendment. This First Amendment constitutes a part of the Reimbursement Agreement and any reference in any document to the Reimbursement Agreement shall be deemed to include a reference to such Reimbursement Agreement as amended hereby. 7. Full Force and Effect: Except as otherwise amended hereby, all terms, covenants, conditions and provisions of the Reimbursement Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this First Amendment as of the Effective Date. CITY OF TUSTIN, a municipal corporation ATTES `•CITY" BYw571 By:- PAMSTOKERell William A. Huston CITY CLERK City Manager ... WSIF R M DOUG ,HOLLAND CITY ATTORNEY 1271102vl29171/0001 TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic "AGENCY" By: William A. Huston Executive Director 1271102v1 29171/0001 EXHIBIT 2 BOND DOCUMENTS NEW ISSUE -BOOK -ENTRY ONLY RATINGS: S&P: "AAA" (negative outlook) (Assured Guaranty Municipal Corp. -insured) S&P: "A" (Underlying) See "RATINGS" herein. In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, subject, however, to certain qualifications described in this Official Statement, under existing law, interest on the Bonds (i) is excludable from gross income of the owners thereof for federal income tax purposes, (ii) is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, and (iii) is not taken into account in computing adjusted current earnings, which is used as an adjustment in determining the federal alternative minimum tax for certain corporations. In addition, in the opinion of Bond Counsel, interest on the Bonds is exempt from personal income taxation imposed by the State of California. See "TAX MATTERS" herein. TUSTIN $26,170,000 TUSTIN COMMUNITY REDEVELOPMENT AGENCY s (Orange County, California) a,n Tax Allocation Housing Bonds, Series 2010 BUILDING OUR FUTURE HONORING OUR PAST Dated: Date of Delivery Due: September 1, as shown on the inside cover Proceeds from the sale of the $26,170,000 Tustin Community Redevelopment Agency Tax Allocation Housing Bonds, Series 2010 (the "Bonds"), will be used by the Tustin Community Redevelopment Agency (the "Agency") to (a) refinance low and moderate income housing activities throughout the geographic boundaries of the City and, in particular, to repay a reimbursement obligation from the Agency to the City, relating to the City's write down of land for use for affordable housing purposes, (b) fund a reserve account for the Bonds, and (c) provide for the costs of issuing the Bonds. See "FINANCING PLAN" herein. Interest on the Bonds will be payable semi-annually on each March 1 and September 1, commencing September 1, 2010 (each, an "Interest Payment Date"). The Bonds will be issued in fully registered form without coupons and will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Bonds. Purchases of beneficial interests in the Bonds will be made in book -entry form only in denominations of $5,000 or any integral multiple thereof. Purchasers of such beneficial interests will not receive physical certificates representing their interests in the Bonds. Payment of principal of, interest and premium, if any, on the Bonds will be made directly to DTC or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the Bonds. Disbursement of such payments to the DTC Participants (as defined herein) is the responsibility of DTC and disbursement of such payments to the Beneficial Owners (as defined herein) is the responsibility of the DTC Participants, as more fully described herein. See "THE BONDS—Book-Entry System" herein. The Bonds will be issued under and pursuant to an Indenture of Trust, dated as of March 1, 2010 (the "Indenture"), by and between the Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). The Bonds are special obligations of the Agency and are payable solely from and secured by a pledge of the Housing Tax Revenues (as defined herein), subject to the provisions of the Indenture permitting the application thereof for other purposes, and by a pledge of amounts in certain funds and accounts established under the Indenture, as further discussed herein. The Bonds are subject to optional and mandatory sinking account redemption prior to maturity. See "THE BONDS—Redemption" herein. THE BONDS ARE SPECIAL OBLIGATIONS OF THE AGENCY PAYABLE SOLELY FROM THE HOUSING TAX REVENUES, AS DESCRIBED HEREIN, AND AMOUNTS IN CERTAIN FUNDS AND ACCOUNTS MAINTAINED UNDER THE INDENTURE AND ARE NOT A DEBT OF THE AUTHORITY, THE CITY OR THE STATE OF CALIFORNIA (THE "STATE") OR ANY POLITICAL SUBDIVISIONS THEREOF (OTHER THAN THE AGENCY, TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE), AND NONE OF THE AUTHORITY, THE CITY OR THE STATE OR ANY POLITICAL SUBDIVISIONS THEREOF (OTHER THAN THE AGENCY) IS LIABLE THEREFOR. THE BONDS ARE NOT PAYABLE FROM, AND ARE NOT SECURED BY, ANY FUNDS OF THE AGENCY, OTHER THAN THE HOUSING TAX REVENUES PLEDGED PURSUANT TO THE INDENTURE. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. NEITHER THE MEMBERS OF THE AGENCY NOR ANY PERSONS RESPONSIBLE FOR THE EXECUTION OF THE BONDS IS LIABLE PERSONALLY FOR PAYMENT OF THE BONDS BY REASON OF THEIR ISSUANCE. 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 delivery of the Bonds by ASSURED GUARANTY MUNICIPAL CORP. (formerly known as Financial Security Assurance Inc.) ASSURED GUSTY® MUNICIPAL MATURITY DATES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES OR YIELDS AND CUSIPS SEE INSIDE FRONT COVER This cover page is not intended to be a summary of the Bonds or the security therefor. Investors are advised to read the Official Statement in its entirety to obtain information essential to the making of an informed investment decision with respect to the Bonds. The Bonds are offered when, as and if issued and accepted by the Underwriter, subject to the approval as to their legality by Quint & Thimmig LLP, San Francisco, California, Bond Counsel. Certain other legal matters related to this offering will be passed upon for the Authority and the Agency by Woodruff, Spradlin & Smart, P.C., Costa Mesa, California, Agency Counsel, and by Quint & Thimmig LLP, San Francisco, California, as Disclosure Counsel. Certain legal matters related to this offering will be passed upon for the Underwriter by Stradling Yocca Carlson & Rauth, Newport Beach, California, as Underwriter's Counsel. It is expected that the Bonds in definitive form will be available for delivery to DTC in New York, New York on or about March 4, 2010. Piperjaff ray® February 24,2010 TUSTIN $26,170,000 TUSTIN COMMUNITY REDEVELOPMENT AGENCY (Orange County, California) _ Tax Allocation Housing Bonds, Series 2010 BUIrm GOURFUruRf HONORING OUR PASr $4,620,000 5.00% Term Bonds due September 1, 2030, Price: 98.362%, to Yield 5.13%; CUSIP: 901048 DN5t $6,770,000 5.25% Term Bonds due September 1, 2039, Price: 98.087%, to Yield 5.38%; CUSIP: 901048 DPOt 4 Copyright 2010, American Bankers Association. CUSIPOO is a registered trademark of the American Bankers Association. CUSIP data herein is provided by the CUSIP Service Bureau, operated by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services Bureau. CUSIP numbers have been assigned by an independent company not affiliated with the Agency and are included solely for the convenience of the registered owners of the Bonds. The Agency is not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. c Priced to the September 1, 2020, par call date. MATURITY DATES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES OR YIELDS AND CUSIPS $14,780,000 Serial Bonds CUSIP Prefix: 9010481 Maturity Principal Interest CUSIP Maturity Principal Interest CUSIP (September 1) Amount Rate Yield Suffixt (September 1) Amount Rate Yield Suffixt 2010 $1,255,000 2.00% 0.65% CY2 2018 $ 880,000 4.00% 3.67% DGO 2011 695,000 3.00 0.97 CZ9 2019 920,000 4.00 3.94 DH8 2012 715,000 3.00 1.39 DA3 2020 955,000 4.00 4.14 DJ4 2013 735,000 3.00 1.68 DBl 2021 995,000 4.125 4.30 DK1 2014 760,000 3.50 2.02 DC9 2022 1,035,000 4.25 4.44 DL9 2015 785,000 4.00 2.46 DD7 2023 1,080,000 4.25 4.53 DQ8 2016 815,000 4.00 2.95 DE5 2024 1,125,000 5.00 4.57c DR6 2017 850,000 4.00 3.32 DF2 2025 1,180,000 5.00 4.67c DM7 $4,620,000 5.00% Term Bonds due September 1, 2030, Price: 98.362%, to Yield 5.13%; CUSIP: 901048 DN5t $6,770,000 5.25% Term Bonds due September 1, 2039, Price: 98.087%, to Yield 5.38%; CUSIP: 901048 DPOt 4 Copyright 2010, American Bankers Association. CUSIPOO is a registered trademark of the American Bankers Association. CUSIP data herein is provided by the CUSIP Service Bureau, operated by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services Bureau. CUSIP numbers have been assigned by an independent company not affiliated with the Agency and are included solely for the convenience of the registered owners of the Bonds. The Agency is not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. c Priced to the September 1, 2020, par call date. No dealer, broker, salesperson or other person has been authorized by the Agency to give any information or to make any representations in connection with the offer or sale of the Bonds other than those contained herein and, if given or made, such other information or representations must not be relied upon as having been authorized by the Agency. 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 which 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 representations of fact. The information set forth herein has been obtained from sources which are believed to be reliable but such information is not guaranteed as to accuracy or completeness. The information and expressions of opinions herein are subject to change without notice and neither the 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 Agency 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 this transaction but the Underwriter does not guarantee the accuracy or completeness of such information. All summaries of the Indenture and other documents are made subject to the provisions of such documents and do not purport to be complete statements of any or all such provisions. While the City of Tustin maintains an internet website for various purposes, none of the information on such website is incorporated by reference herein or intended to assist investors in making any investment decision or to provide any continuing information with respect to the Bonds. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. 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 THE BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. This Official Statement contains forward looking statements by the Agency concerning future conditions affecting the Agency, the City, the State and the United States which may relate to its business operations and financial condition of the Agency. The Official Statement contains the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "forecast," "expect," "intend" or variations of those terms to identify "forward looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 2000 Section 21E of the U.S. Securities and Exchange Act of 1934, as amended, and Section 27A of the U.S. Securities and Exchange Act of 1933, as amended. You should not rely on these forward-looking statements which speak only as to the Agency's expectations as of the date of this Official Statement. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Except as required by law, neither the Agency, the City or the Underwriter undertake any duty to update any forward looking statements after the date of this Official Statement, either to confirm any statement to reflect actual results or to reflect the occurrence of unanticipated events. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXCEPTION FROM THE REGISTRATION REQUIREMENTS CONTAINED IN SECTION 3(a)(2) OF SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THE INDENTURE HAS NOT BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. Municipal Bond Insurance. Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.) ("AGM") makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, AGM has not independently verified, makes no representation regarding, and 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 AGM supplied by AGM and presented under the heading "MUNICIPAL BOND INSURANCE" and APPENDIX H—"SPECIMEN MUNICIPAL INSURANCE POLICY." TABLE OF CONTENTS Page INTRODUCTION..................................................................................1 General.............................................................................................. General................................................................................................1 Description of the Town Center Redevelopment Project .......... Purpose of Issuance..........................................................................1 Redevelopment Activity ................................................................ TheCity..............................................................................................1 Redevelopment Plan Limitations .................................................. TheAgency........................................................................................1 AssessedValuation.........................................................................36 The Redevelopment Projects...........................................................2 Appeals of Assessed Values..........................................................38 Tax Allocation Financing.................................................................3 Housing Tax Revenue Projections................................................39 TheBonds...........................................................................................3 Adjustments to Tax Increment Revenues....................................40 Source of Payment for the Bonds....................................................3 THE SOUTH CENTRAL REDEVELOPMENT PROJECT..............40 Municipal Bond Insurance...............................................................4 General.............................................................................................. Reserve Account................................................................................4 Assessed Valuation..........................................................................52 ParityDebt.........................................................................................4 Appeals of Assessed Values...........................................................55 Fiscal Consultant's Report............................................................... 4 RiskFactors........................................................................................ 4 Continuing Disclosure...................................................................... 5 TaxMatters.........................................................................................5 Limited Obligations.........................................................................58 Professionals Involved in the Offering..........................................5 No Acceleration on Default............................................................58 Forward -Looking Statements..........................................................5 Bankruptcy........................................................................................58 OtherMatters.....................................................................................6 Federal Tax -Exempt Status of the Bonds......................................59 Other Information.............................................................................6 InvestmentRisk................................................................................59 ESTIMATED SOURCES AND USES OF FUNDS ............................. 7 FINANCING PLAN.............................................................................. 7 DEBT SERVICE SCHEDULE................................................................ 8 THEBONDS........................................................................................... 8 General Provisions............................................................................ 8 Redemption........................................................................................ 9 Book -Entry System..........................................................................11 Assessment Appeals........................................................................62 TAX ALLOCATION FINANCING...................................................12 Additional Obligations...................................................................62 General..............................................................................................12 Proposition 8 Adjustments.............................................................62 Allocationof Taxes..........................................................................12 Levy and Collection of Taxes.........................................................63 SECURITY FOR THE BONDS...........................................................13 Real Estate and General Economic Risks.....................................63 Pledge of Housing Tax Revenues.................................................13 Future Land Use Regulations and Growth Control Security of Bonds; Equal Security.................................................13 Initiatives........................................................................................63 Special Fund; Deposit of Housing Tax Revenues ....................... 14 Deposit of Amounts by Trustee....................................................14 Hazardous Substances....................................................................65 Issuance of Parity Debt...................................................................16 Seismic Risk and Flood Risk..........................................................66 Issuance of Subordinate Debt........................................................17 StateBudgets....................................................................................66 MUNICIPAL BOND INSURANCE..................................................18 Educational Revenue Augmentation Fund Transfers................67 The Municipal Bond Insurance Policy.........................................18 CONSTITUTIONAL AND STATUTORY PROVISIONS AGM..................................................................................................18 AFFECTING TAX REVENUES..........................................................69 THECITY..............................................................................................20 Property Tax Limitations -Article XIIIA........................................69 THEAGENCY......................................................................................20 Challenges to Article XIIIA............................................................69 Agency Members............................................................................ 20 Agency Administration.................................................................. 21 AgencyPowers................................................................................21 Property Tax Collection Procedures.............................................70 Redevelopment Projects.................................................................22 Appropriations Limitations -Article XIIIB....................................72 Outstanding Indebtedness of the Agency...................................24 State Board of Equalization and Property Assessment Agency Financial Statements.........................................................24 Practices..........................................................................................72 Redevelopment Plans.....................................................................24 Exclusion of Housing Tax Revenues for General Obligation Redevelopment Plan Limits...........................................................25 Annual Tax Receipts to Tax Levy ................................................. 26 Appeals of Assessed Values..........................................................28 Proposition 13 Inflationary Adjustments....................................28 ALL REDEVELOPMENT PROJECTS...............................................29 Assessed Valuation.........................................................................29 THE TOWN CENTER REDEVELOPMENT PROJECT..................31 General.............................................................................................. 32 Description of the Town Center Redevelopment Project .......... 33 Redevelopment Activity ................................................................ 34 Redevelopment Plan Limitations .................................................. 36 AssessedValuation.........................................................................36 Adjustments to Tax Increment Revenues....................................48 Appeals of Assessed Values..........................................................38 THE MCAS TUSTIN REDEVELOPMENT PROJECT.....................48 Housing Tax Revenue Projections................................................39 General..............................................................................................48 Adjustments to Tax Increment Revenues....................................40 Description of the MCAS Tustin Redevelopment Project .........49 THE SOUTH CENTRAL REDEVELOPMENT PROJECT..............40 General.............................................................................................. 40 Page Description of the South Central Redevelopment Project .........41 Redevelopment Activity.................................................................42 Redevelopment Plan Limitations..................................................44 Assessed Valuation..........................................................................44 Appeals of Assessed Values...........................................................46 Housing Tax Revenue Projections.................................................47 Adjustments to Tax Increment Revenues....................................48 THE MCAS TUSTIN REDEVELOPMENT PROJECT.....................48 General..............................................................................................48 Description of the MCAS Tustin Redevelopment Project .........49 Redevelopment Activity .................................................................50 Redevelopment Plan Limitations..................................................52 Assessed Valuation..........................................................................52 Appeals of Assessed Values...........................................................55 Housing Tax Revenue Projections.................................................56 Adjustments to Tax Increment Revenues....................................57 BONDOWNERS' RISKS......................................................................58 Limited Obligations.........................................................................58 No Acceleration on Default............................................................58 Bankruptcy........................................................................................58 Federal Tax -Exempt Status of the Bonds......................................59 InvestmentRisk................................................................................59 Secondary Market............................................................................60 Reduction in Taxable Values..........................................................60 Risks to Real Estate Market............................................................61 Development Risks..........................................................................61 Changes in the Law.........................................................................61 Reductions in Inflationary Rate.....................................................61 Assessment Appeals........................................................................62 Additional Obligations...................................................................62 Proposition 8 Adjustments.............................................................62 Levy and Collection of Taxes.........................................................63 Real Estate and General Economic Risks.....................................63 Future Land Use Regulations and Growth Control Initiatives........................................................................................63 Estimates of Housing Tax Revenues.............................................64 Hazardous Substances....................................................................65 Seismic Risk and Flood Risk..........................................................66 StateBudgets....................................................................................66 Educational Revenue Augmentation Fund Transfers................67 CONSTITUTIONAL AND STATUTORY PROVISIONS AFFECTING TAX REVENUES..........................................................69 Property Tax Limitations -Article XIIIA........................................69 Challenges to Article XIIIA............................................................69 Implementing Legislation...............................................................69 UnitaryProperty..............................................................................70 Property Tax Collection Procedures.............................................70 Appropriations Limitations -Article XIIIB....................................72 State Board of Equalization and Property Assessment Practices..........................................................................................72 Exclusion of Housing Tax Revenues for General Obligation Bonds Debt Service........................................................................72 Proposition218.................................................................................72 AB1290..............................................................................................73 FutureInitiatives..............................................................................73 Low and Moderate Income Housing............................................73 Statement of Indebtedness..............................................................73 CERTAIN LEGAL MATTERS............................................................74 ENFORCEABILITY OF REMEDIES..................................................74 RATINGS...............................................................................................74 CONTINUING DISCLOSURE............................................................75 ABSENCE OF LITIGATION...............................................................75 TAXMATTERS.....................................................................................75 UNDERWRITING................................................................................78 MISCELLANEOUS..............................................................................79 APPENDIX A - SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE APPENDIX B - GENERAL INFORMATION REGARDING THE CITY APPENDIX C - AUDITED FINANCIAL STATEMENTS OF THE AGENCY FOR THE FISCAL YEARENDEDJUNE 30,2009 APPENDIX D - FISCAL CONSULTANT'S REPORT APPENDIX E - FORM OF BOND COUNSEL'S OPINION APPENDIX F - FORM OF CONTINUING DISCLOSURE CERTIFICATE APPENDIX G - BOOK -ENTRY ONLY SYSTEM APPENDIX H - SPECIMEN MUNICIPAL BOND INSURANCE POLICY ESTIMATED SOURCES AND USES OF FUNDS The following table sets forth a summary of the estimated sources and uses of funds associated with the issuance and sale of the Bonds. Sources of Funds Par Amount of Bonds $26,170,000.00 Plus: Original Issue Premium 104,204.70 Total Sources $26,274,204.70 Uses of Funds Deposit to Housing Project Fund (1) $23,500,000.00 Deposit to Reserve Account (2) 1,827,606.26 Costs of Issuance (3) 946,598.44 Total Uses $26,274,204.70 (1) Represents amount required to prepay a portion of the City Obligation. See "FINANCING PLAN." (2) Represents an amount equal to the initial Reserve Account Requirement for the Bonds. (3) Includes Underwriter's discount, fees and expenses of the Trustee, the Financial Advisor, the Fiscal Consultant, Bond Counsel and Disclosure Counsel, printing expenses, the premium for the Municipal Bond Insurance Policy and other costs of issuance. FINANCING PLAN The City has written down the cost of land that has been re -sold and developed with affordable housing in the WAS Tustin Redevelopment Project. Those units ("Affordable Units") are encumbered with covenants and deeds of trust that will ensure they remain affordable for the periods of time required by the Redevelopment Law. On June 5, 2007, the City and the Agency entered into an agreement, as amended on January 5, 2010 ("Reimbursement Agreement"), pursuant to which the Agency has agreed to reimburse the City for the difference between the market price of the land on which the Affordable Units have been developed and the actual subsidized price for which the land was sold from money deposited in the Agency's low and moderate income housing fund (the "City Obligation"). At the time the Reimbursement Agreement was entered into, the amount of the City Obligation was over $46 million. The Agency has made payments to the City and the current obligation is $39,604,360. Proceeds from the sale of the Bonds will be used to (a) prepay a portion of the City Obligation, (b) fund a reserve account for the Bonds, and (c) provide for the costs of issuing the Bonds. -7- series, issue, number, dated date, sale date, date of execution or date of delivery. Except for the Housing Tax Revenues and such other moneys on deposit in the funds and accounts established under the Indenture, no funds or properties of the Agency shall be pledged to, or otherwise liable for, the payment of principal of or interest or redemption premium (if any) on the Bonds. In consideration of the acceptance of the Bonds by those who shall hold the same from time to time, the Indenture shall be deemed to be and shall constitute a contract between the Agency and the Owners from time to time of the Bonds, and the covenants and agreements set forth in the Indenture to be performed on behalf of the Agency shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein. Special Fund; Deposit of Housing Tax Revenues The Indenture establishes in the Low and Moderate Income Housing Fund a special fund to be known as the "Special Fund," which shall be held by the Agency. The Agency shall transfer all of the Housing Tax Revenues received in any Bond Year to the Special Fund promptly upon receipt thereof by the Agency, until such time during such Bond Year as the amounts on deposit in the Special Fund equal the aggregate amounts required to be transferred to the Trustee for deposit into the Interest Account, the Principal Account, the Sinking Account and the Reserve Account in such Bond Year. All Housing Tax Revenues received by the Agency during any Bond Year in excess of the amount required to be deposited in the Special Fund during such Bond Year, including delinquent amounts if any, shall be released from the pledge and lien under the Indenture for the security of the Bonds and may be applied by the Agency for any lawful purposes of the Agency, including but not limited to the payment of Subordinate Debt, or the payment of any amounts due and owing to the United States of America. Prior to the payment in full of the principal of and interest and redemption premium (if any) on the Bonds and the payment in full of all other amounts payable under the Indenture and under any Parity Debt Instrument, the Agency shall not have any beneficial right or interest in the moneys on deposit in the Special Fund, except as may be provided in the Indenture and in any Parity Debt Instrument Deposit of Amounts by Trustee There is established in the Indenture a trust fund to be known as the Debt Service Fund, which shall be held by the Trustee in trust. Moneys in the Special Fund shall be transferred by the Agency to the Trustee in the following amounts, at the following times, and deposited by the Trustee in the following respective special accounts, which are established in the Debt Service Fund, and in the following order of priority; provided, however, that if amounts to be so deposited are insufficient to fund the full amount required for the Bonds and any Parity Debt, such amounts shall be allocated pro rata among the Bonds and any Parity Debt: Interest Account. On or before the fifth Business Day preceding each Interest Payment Date, the Agency shall withdraw from the Special Fund and transfer to the Trustee, for deposit in the Interest Account an amount which when added to the amount contained in the Interest Account on that date, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date. No such transfer and deposit need be made to the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date upon all of the -14- Outstanding Bonds. All moneys in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds redeemed or purchased prior to maturity pursuant to the Indenture). Principal Account, Sinking Account. On or before the fifth Business Day preceding each principal payment date in each year, or date on which any Outstanding Term Bonds become subject to mandatory Sinking Account redemption, beginning September 1, 2010, the Agency shall withdraw from the Special Fund and transfer to the Trustee for deposit (i) in the Principal Account an amount which, when added to the amount then contained in the Principal Account, will be equal to the principal becoming due and payable on the Outstanding Bonds on the next September 1, and (ii) in the Sinking Account an amount which, when added to the amount then contained in the Sinking Account, will be equal to the aggregate principal amount of the Term Bonds subject to mandatory Sinking Account redemption on such date. In the event that the amount then in the Special Fund, following the transfer described in the preceding paragraph, is not sufficient to fully fund the amounts described in the preceding clauses (i) and (ii), the Trustee shall deposit the available funds in the Special Fund pro rata to the Principal Account and the Sinking Account, based on the aggregate principal and Sinking Account payments then due on the Bonds. No such transfer and deposit need be made to the Principal Account if the amount contained therein is at least equal to the principal or sinking fund installment to become due on the next September 1 on all of the Outstanding Bonds. All moneys in the Principal Account shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds as it shall become due and payable. Reserve Account. In the event that the Trustee has actual knowledge that the amount on deposit in the Reserve Account at any time is less than the Reserve Requirement, the Trustee shall promptly notify the Agency of such fact. Promptly upon receipt of any such notice, the Agency shall transfer to the Trustee, Housing Tax Revenues sufficient to maintain the Reserve Requirement on deposit in the Reserve Account. If there shall then not be sufficient Housing Tax Revenues to transfer an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account, the Agency shall be obligated to continue making transfers as Housing Tax Revenues become available in the Special Fund until there is an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account. No such transfer and deposit need be made to the Reserve Account so long as there shall be on deposit therein a sum at least equal to the Reserve Requirement. Amounts in the Reserve Account shall be used and withdrawn by the Trustee solely for the purpose of making transfers to (i) the Interest Account (and any interest account created for Parity Debt), and (ii) the Principal Account (and any principal account created for Parity Debt) and the Sinking Account (and any sinking account created for Parity Debt) in such order of priority (pro rata to the Principal Account (and any principal account created for Parity Debt) and the Sinking Account (and any sinking account created for Parity Debt), based upon the principal and sinking account payments then due, if the amount then in the Reserve Account, after satisfying any deficiency in the Interest Account (and any interest account created for Parity Debt), is not sufficient to fully satisfy any then deficiencies in the Principal Account (and any principal account created for Parity Debt) and the Sinking Account (and any sinking account created for Parity Debt)), in the event of any deficiency at any time in any of such accounts or for the retirement of all the Bonds or Parity Debt then Outstanding, except that so long as the Agency is not in default under the Indenture, any amount in the Reserve Account in excess of the Reserve Requirement (as determined by the Trustee based upon a valuation of investments held in such account) shall be withdrawn from the Reserve Account semiannually on or before the Business Day preceding each March 1 and September 1 by the -15- EXHIBIT 3 PROJECTED REVENUES AND SPENDING REQUIREMENTS ON ANNUAL BASIS - 2012 TO 2067 AND ASSUMPTIONS MADE TUSTIN HOUSING AUTHORITY Sources Prior Year Balance Forward List revenue sources 14554 Newport Ave #3 CRL 33334.6(g) - Deferred LMIHF for TC Loan Repayment ( Minh Luong ) Loan Repayment ( An Bao Tran & Marcos Hernandez ) Loan Repayment ( Taryn Tang & Philip Sagun ) Loan Repayment ( Ming Hong & Zheng Chen ) Loan Repayment ( Martha Patarroyo ) Loan Repayment ( Veronica Velazquez ) Loan Repayment ( Ernest Heyer & Madeline Heyer ) Loan Repayment ( Yibin Zheng & Xiaoning Ge ) Loan Repayment ( Najibullah Najib & Ramin Sidigi ) Loan Repayment ( Tustin Heritage Place, L.P. ) Loan Repayment ( Steve Heermann ) Loan Repayment ( Stephanie Quesada ) Loan Repayment ( Honglan Mori ) Loan Repayment ( Mohammed & Nusrat Ali ) Loan Repayment ( Lam Nguyen ) Loan Repayment ( Phong Lu ) Loan Repayment ( Kathleen Houston ) Loan Repayment ( Allison Thomas -Bagley ) Loan Repayment ( Norma Sandberg ) Loan Repayment ( Marian & Theresa Hoang ) Loan Repayment ( Robert & Luisita Austin ) Loan Repayment ( Bing & Eleanor Wong ) Loan Repayment ( John & Margaret Preample ) Loan Repayment ( Michiko Jordan ) Loan Repayment ( Mutsuko Kostof ) Loan Repayment ( J. Michael Guerena ) Loan Repayment ( Alfonso & Daisy Escalera ) Affordable Housing Covenant - 2nd Trust Uses Administration Affordable Housing Agreement with City Sale of property @ purchase price Assumes finding of completion for Due Diligence review 5% of loan amount - remainder forgiven 5% of loan amount - remainder forgiven 5% of loan amount - remainder forgiven 5% of loan amount - remainder forgiven 5% of loan amount - remainder forgiven 5% of loan amount - remainder forgiven 5% of loan amount - remainder forgiven 5% of loan amount - remainder forgiven 5% of loan amount - remainder forgiven Loan forgiven if in compliance with affordability restrictions -forgiven on 7/15/2015 Loan forgiven if in compliance with affordability restrictions -forgiven on 7/15/2015 Loan forgiven if in compliance with affordability restrictions -forgiven on 7/15/2015 Loan forgiven if in compliance with affordability restrictions -forgiven on 7/15/2015 Loan forgiven if in compliance with affordability restrictions -forgiven on 7/15/2015 Loan forgiven if in compliance with affordability restrictions -forgiven on 7/15/2015 Loan forgiven if in compliance with affordability restrictions -forgiven on 7/15/2015 Loan forgiven if in compliance with affordability restrictions -forgiven on 7/15/2015 Loan forgiven if in compliance with affordability restrictions -forgiven on 7/15/2015 Loan forgiven if in compliance with affordability restrictions -forgiven on 7/15/2015 Due upon title transfer of property (Assumes payment in 30 yrs) Due upon title transfer of property (Assumes payment in 30 yrs) Due upon title transfer of property (Assumes payment in 30 yrs) Due upon title transfer of property (Assumes payment in 30 yrs) Due upon title transfer of property (Assumes payment in 30 yrs) Due upon title transfer of property (Assumes payment in 30 yrs) 5% of loan amount (silent 2nd) due in 45 years 7,858,315 8,609,237 8,843,026 362,477 900,000 900,000 24,862 TOTAL SOURCES 8,758,315 8,996,576 9,743,026 TOTAL USES BALANCE Monitoring, Resale, and Refinance expense (Assumes annual 3% inflation adjustment) 149,078 153,550 158,157 Repayment schedule per agreement 2,888,941 149,078 153,550 3,047,098 8,609,237 8,843,026 6,695,928 TUSTIN HOUSING AUTHORITY Sources Prior Year Balance Forward List revenue sources 14554 Newport Ave #3 CRL 33334.6(g) - Deferred LMIHF for TC Loan Repayment ( Minh Luong ) Loan Repayment ( An Bao Tran & Marcos Hernandez ) Loan Repayment ( Taryn Tang & Philip Sagun ) Loan Repayment ( Ming Hong & Zheng Chen ) Loan Repayment ( Martha Patarroyo ) Loan Repayment ( Veronica Velazquez ) Loan Repayment ( Ernest Heyer & Madeline Heyer ) Loan Repayment ( Yibin Zheng & Xiaoning Ge ) Loan Repayment ( Najibullah Najib & Ramin Sidigi ) Loan Repayment ( Tustin Heritage Place, L.P. ) Loan Repayment ( Steve Heermann ) Loan Repayment ( Stephanie Quesada ) Loan Repayment ( Honglan Mori ) Loan Repayment ( Mohammed & Nusrat Ali ) Loan Repayment ( Lam Nguyen ) Loan Repayment ( Phong Lu ) Loan Repayment ( Kathleen Houston ) Loan Repayment ( Allison Thomas -Bagley ) Loan Repayment ( Norma Sandberg ) Loan Repayment ( Marian & Theresa Hoang ) Loan Repayment ( Robert & Luisita Austin ) Loan Repayment ( Bing & Eleanor Wong ) Loan Repayment ( John & Margaret Preample ) Loan Repayment ( Michiko Jordan ) Loan Repayment ( Mutsuko Kostof ) Loan Repayment ( J. Michael Guerena ) Loan Repayment ( Alfonso & Daisy Escalera ) Affordable Housing Covenant - 2nd Trust 6,695,928 4,544,086 1,563,398 (1,491,452) (1,662,339) (1,838,352) (2,019,646) (2,206,378) 900,000 76,042 TOTAL SOURCES 7,595,928 4,620,128 1,563,398 (1,491,452) (1,662,339) (1,838,352) (2,019,646) (2,206,378) Uses Administration 162,902 167,789 165,909 170,887 176,013 181,294 186,732 192,334 Affordable Housing Agreement with City 2,888,941 2,888,941 2,888,941 TOTAL USES 3,051,842 3,056,730 3,054,850 170,887 176,013 181,294 186,732 192,334 BALANCE 4,544,086 1,563,398 (1,491,452) (1,662,339) (1,838,352) (2,019,646) (2,206,378) (2,398,713) TUSTIN HOUSING AUTHORITY Sources Prior Year Balance Forward List revenue sources 14554 Newport Ave #3 CRL 33334.6(g) - Deferred LMIHF for TC Loan Repayment ( Minh Luong ) Loan Repayment ( An Bao Tran & Marcos Hernandez ) Loan Repayment ( Taryn Tang & Philip Sagun ) Loan Repayment ( Ming Hong & Zheng Chen ) Loan Repayment ( Martha Patarroyo ) Loan Repayment ( Veronica Velazquez ) Loan Repayment ( Ernest Heyer & Madeline Heyer ) Loan Repayment ( Yibin Zheng & Xiaoning Ge ) Loan Repayment ( Najibullah Najib & Ramin Sidigi ) Loan Repayment ( Tustin Heritage Place, L.P. ) Loan Repayment ( Steve Heermann ) Loan Repayment ( Stephanie Quesada ) Loan Repayment ( Honglan Mori ) Loan Repayment ( Mohammed & Nusrat Ali ) Loan Repayment ( Lam Nguyen ) Loan Repayment ( Phong Lu ) Loan Repayment ( Kathleen Houston ) Loan Repayment ( Allison Thomas -Bagley ) Loan Repayment ( Norma Sandberg ) Loan Repayment ( Marian & Theresa Hoang ) Loan Repayment ( Robert & Luisita Austin ) Loan Repayment ( Bing & Eleanor Wong ) Loan Repayment ( John & Margaret Preample ) Loan Repayment ( Michiko Jordan ) Loan Repayment ( Mutsuko Kostof ) Loan Repayment ( J. Michael Guerena ) Loan Repayment ( Alfonso & Daisy Escalera ) Affordable Housing Covenant - 2nd Trust (2,398,713) (2,596,817) (2,800,865) (3,011,034) (3,227,508) (3,450,476) (3,680,134) (3,916,681) TOTAL SOURCES (2,398,713) (2,596,817) (2,800,865) (3,011,034) (3,227,508) (3,450,476) (3,680,134) (3,916,681) Uses Administration 198,104 204,048 210,169 216,474 222,968 229,657 236,547 243,644 Affordable Housing Agreement with City TOTAL USES 198,104 204,048 210,169 216,474 222,968 229,657 236,547 243,644 BALANCE (2,596,817) (2,800,865) (3,011,034) (3,227,508) (3,450,476) (3,680,134) (3,916,681) (4,160,324) TUSTIN HOUSING AUTHORITY Sources Prior Year Balance Forward List revenue sources 14554 Newport Ave #3 CRL 33334.6(g) - Deferred LMIHF for TC Loan Repayment ( Minh Luong ) Loan Repayment ( An Bao Tran & Marcos Hernandez ) Loan Repayment ( Taryn Tang & Philip Sagun ) Loan Repayment ( Ming Hong & Zheng Chen ) Loan Repayment ( Martha Patarroyo ) Loan Repayment ( Veronica Velazquez ) Loan Repayment ( Ernest Heyer & Madeline Heyer ) Loan Repayment ( Yibin Zheng & Xiaoning Ge ) Loan Repayment ( Najibullah Najib & Ramin Sidigi ) Loan Repayment ( Tustin Heritage Place, L.P. ) Loan Repayment ( Steve Heermann ) Loan Repayment ( Stephanie Quesada ) Loan Repayment ( Honglan Mori ) Loan Repayment ( Mohammed & Nusrat Ali ) Loan Repayment ( Lam Nguyen ) Loan Repayment ( Phong Lu ) Loan Repayment ( Kathleen Houston ) Loan Repayment ( Allison Thomas -Bagley ) Loan Repayment ( Norma Sandberg ) Loan Repayment ( Marian & Theresa Hoang ) Loan Repayment ( Robert & Luisita Austin ) Loan Repayment ( Bing & Eleanor Wong ) Loan Repayment ( John & Margaret Preample ) Loan Repayment ( Michiko Jordan ) Loan Repayment ( Mutsuko Kostof ) Loan Repayment ( J. Michael Guerena ) Loan Repayment ( Alfonso & Daisy Escalera ) Affordable Housing Covenant - 2nd Trust (4,160,324) (4,411,277) (4,669,758) (4,281,562) (4,555,785) (4,838,234) (5,129,157) (5,428,808) 597,665 10,256 10,700 5,531 10,700 12,840 6,741 TOTAL SOURCES (4,160,324) (4,411,277) (4,015,326) (4,281,562) (4,555,785) (4,838,234) (5,129,157) (5,428,808) Uses Administration 250,953 258,481 266,236 274,223 282,450 290,923 299,651 308,640 Affordable Housing Agreement with City TOTAL USES 250,953 258,481 266,236 274,223 282,450 290,923 299,651 308,640 BALANCE (4,411,277) (4,669,758) (4,281,562) (4,555,785) (4,838,234) (5,129,157) (5,428,808) (5,737,448) TUSTIN HOUSING AUTHORITY Sources Prior Year Balance Forward List revenue sources 14554 Newport Ave #3 CRL 33334.6(g) - Deferred LMIHF for TC Loan Repayment ( Minh Luong ) Loan Repayment ( An Bao Tran & Marcos Hernandez ) Loan Repayment ( Taryn Tang & Philip Sagun ) Loan Repayment ( Ming Hong & Zheng Chen ) Loan Repayment ( Martha Patarroyo ) Loan Repayment ( Veronica Velazquez ) Loan Repayment ( Ernest Heyer & Madeline Heyer ) Loan Repayment ( Yibin Zheng & Xiaoning Ge ) Loan Repayment ( Najibullah Najib & Ramin Sidigi ) Loan Repayment ( Tustin Heritage Place, L.P. ) Loan Repayment ( Steve Heermann ) Loan Repayment ( Stephanie Quesada ) Loan Repayment ( Honglan Mori ) Loan Repayment ( Mohammed & Nusrat Ali ) Loan Repayment ( Lam Nguyen ) Loan Repayment ( Phong Lu ) Loan Repayment ( Kathleen Houston ) Loan Repayment ( Allison Thomas -Bagley ) Loan Repayment ( Norma Sandberg ) Loan Repayment ( Marian & Theresa Hoang ) Loan Repayment ( Robert & Luisita Austin ) Loan Repayment ( Bing & Eleanor Wong ) Loan Repayment ( John & Margaret Preample ) Loan Repayment ( Michiko Jordan ) Loan Repayment ( Mutsuko Kostof ) Loan Repayment ( J. Michael Guerena ) Loan Repayment ( Alfonso & Daisy Escalera ) Affordable Housing Covenant - 2nd Trust (5,737,448) (6,055,348) (6,382,784) (6,720,044) (7,067,421) (7,425,220) (7,793,753) (8,173,341) TOTAL SOURCES (5,737,448) (6,055,348) (6,382,784) (6,720,044) (7,067,421) (7,425,220) (7,793,753) (8,173,341) Uses Administration 317,900 327,436 337,260 347,377 357,799 368,533 379,589 390,976 Affordable Housing Agreement with City TOTAL USES 317,900 327,436 337,260 347,377 357,799 368,533 379,589 390,976 BALANCE (6,055,348) (6,382,784) (6,720,044) (7,067,421) (7,425,220) (7,793,753) (8,173,341) (8,564,318) TUSTIN HOUSING AUTHORITY Sources Prior Year Balance Forward List revenue sources 14554 Newport Ave #3 CRL 33334.6(g) - Deferred LMIHF for TC Loan Repayment ( Minh Luong ) Loan Repayment ( An Bao Tran & Marcos Hernandez ) Loan Repayment ( Taryn Tang & Philip Sagun ) Loan Repayment ( Ming Hong & Zheng Chen ) Loan Repayment ( Martha Patarroyo ) Loan Repayment ( Veronica Velazquez ) Loan Repayment ( Ernest Heyer & Madeline Heyer ) Loan Repayment ( Yibin Zheng & Xiaoning Ge ) Loan Repayment ( Najibullah Najib & Ramin Sidigi ) Loan Repayment ( Tustin Heritage Place, L.P. ) Loan Repayment ( Steve Heermann ) Loan Repayment ( Stephanie Quesada ) Loan Repayment ( Honglan Mori ) Loan Repayment ( Mohammed & Nusrat Ali ) Loan Repayment ( Lam Nguyen ) Loan Repayment ( Phong Lu ) Loan Repayment ( Kathleen Houston ) Loan Repayment ( Allison Thomas -Bagley ) Loan Repayment ( Norma Sandberg ) Loan Repayment ( Marian & Theresa Hoang ) Loan Repayment ( Robert & Luisita Austin ) Loan Repayment ( Bing & Eleanor Wong ) Loan Repayment ( John & Margaret Preample ) Loan Repayment ( Michiko Jordan ) Loan Repayment ( Mutsuko Kostof ) Loan Repayment ( J. Michael Guerena ) Loan Repayment ( Alfonso & Daisy Escalera ) Affordable Housing Covenant - 2nd Trust Uses Administration Affordable Housing Agreement with City (8,564,318) (8,967,023) (9,381,810) (9,809,040) (10,152,134) (10,605,382) (8,751,841) (8,785,501) 4,600 7,054 4,700 4,800 17,700 17,750 17,700 17,700 4,950 2,320,387 TOTAL SOURCES (8,564,318) (8,967,023) (9,381,810) (9,712,086) (10,152,134) (8,284,995) (8,751,841) (8,785,501) 402,706 414,787 427,230 440,047 453,249 466,846 33,660 34,669 TOTAL USES 402,706 414,787 427,230 440,047 453,249 466,846 33,660 34,669 BALANCE (8,967,023) (9,381,810) (9,809,040) (10,152,134) (10,605,382) (8,751,841) (8,785,501) (8,820,170) TUSTIN HOUSING AUTHORITY Sources Prior Year Balance Forward List revenue sources 14554 Newport Ave #3 CRL 33334.6(g) - Deferred LMIHF for TC Loan Repayment ( Minh Luong ) Loan Repayment ( An Bao Tran & Marcos Hernandez ) Loan Repayment ( Taryn Tang & Philip Sagun ) Loan Repayment ( Ming Hong & Zheng Chen ) Loan Repayment ( Martha Patarroyo ) Loan Repayment ( Veronica Velazquez ) Loan Repayment ( Ernest Heyer & Madeline Heyer ) Loan Repayment ( Yibin Zheng & Xiaoning Ge ) Loan Repayment ( Najibullah Najib & Ramin Sidigi ) Loan Repayment ( Tustin Heritage Place, L.P. ) Loan Repayment ( Steve Heermann ) Loan Repayment ( Stephanie Quesada ) Loan Repayment ( Honglan Mori ) Loan Repayment ( Mohammed & Nusrat Ali ) Loan Repayment ( Lam Nguyen ) Loan Repayment ( Phong Lu ) Loan Repayment ( Kathleen Houston ) Loan Repayment ( Allison Thomas -Bagley ) Loan Repayment ( Norma Sandberg ) Loan Repayment ( Marian & Theresa Hoang ) Loan Repayment ( Robert & Luisita Austin ) Loan Repayment ( Bing & Eleanor Wong ) Loan Repayment ( John & Margaret Preample ) Loan Repayment ( Michiko Jordan ) Loan Repayment ( Mutsuko Kostof ) Loan Repayment ( J. Michael Guerena ) Loan Repayment ( Alfonso & Daisy Escalera ) Affordable Housing Covenant - 2nd Trust Uses Administration Affordable Housing Agreement with City (8,820,170) (8,855,880) (8,892,661) (8,930,545) (8,969,566) (9,009,757) (9,051,154) (9,093,793) TOTAL SOURCES (8,820,170) (8,855,880) (8,892,661) (8,930,545) (8,969,566) (9,009,757) (9,051,154) (9,093,793) 35,709 36,781 37,884 39,021 40,191 41,397 42,639 43,918 TOTAL USES 35,709 36,781 37,884 39,021 40,191 41,397 42,639 43,918 BALANCE (8,855,880) (8,892,661) (8,930,545) (8,969,566) (9,009,757) (9,051,154) (9,093,793) (9,137,711) TUSTIN HOUSING AUTHORITY Sources Prior Year Balance Forward List revenue sources 14554 Newport Ave #3 CRL 33334.6(g) - Deferred LMIHF for TC Loan Repayment ( Minh Luong ) Loan Repayment ( An Bao Tran & Marcos Hernandez ) Loan Repayment ( Taryn Tang & Philip Sagun ) Loan Repayment ( Ming Hong & Zheng Chen ) Loan Repayment ( Martha Patarroyo ) Loan Repayment ( Veronica Velazquez ) Loan Repayment ( Ernest Heyer & Madeline Heyer ) Loan Repayment ( Yibin Zheng & Xiaoning Ge ) Loan Repayment ( Najibullah Najib & Ramin Sidigi ) Loan Repayment ( Tustin Heritage Place, L.P. ) Loan Repayment ( Steve Heermann ) Loan Repayment ( Stephanie Quesada ) Loan Repayment ( Honglan Mori ) Loan Repayment ( Mohammed & Nusrat Ali ) Loan Repayment ( Lam Nguyen ) Loan Repayment ( Phong Lu ) Loan Repayment ( Kathleen Houston ) Loan Repayment ( Allison Thomas -Bagley ) Loan Repayment ( Norma Sandberg ) Loan Repayment ( Marian & Theresa Hoang ) Loan Repayment ( Robert & Luisita Austin ) Loan Repayment ( Bing & Eleanor Wong ) Loan Repayment ( John & Margaret Preample ) Loan Repayment ( Michiko Jordan ) Loan Repayment ( Mutsuko Kostof ) Loan Repayment ( J. Michael Guerena ) Loan Repayment ( Alfonso & Daisy Escalera ) Affordable Housing Covenant - 2nd Trust Uses Administration Affordable Housing Agreement with City TOTAL SOURCES TOTAL USES BALANCE EXHIBIT 4 REIMBURSEMENT AGREEMENT WITH CITY OF TUSTIN REPAYMENT SCHEDULE AFFORDABLE HOUSING REIMBURSEMENT AGREEMENT Original Principal 46,407,736 Original Interest 5.00% Original terms /year 25 Prior FY Activity Fiscal Year Principal Interest (i) 2007-2008 ($3,614,375) ($2,500,000) 2008-2009 ($961,605) ($2,139,668) 2009-2010 ($25,438,579) ($2,091,588) 2010-2011 ($2,410,083) ($819,659) 2011-2012 $2,530,588 $699,155 Total: ($34,955,230) ($8,250,069) Future FY Activity ayment to Cit ($6,114,375) ($3,101,273) ($27,530,167) ($3,229,742) ($3,229,742) ($43,205,300) Principal 11,452,506 Interest (LAIF) 0.36% - Qtr end: June 2012 Original terms /year 4 Fiscal Year Principal Interest Payment to Ci 2012-2013 ($2,847,712) ($41,229) ($2,888,941) 2013-2014 ($2,857,964) ($30,977) ($2,888,941) 2014-2015 ($2,868,252) ($20,689) ($2,888,941) 2015-2016 ($2,878,578) ($10,363) ($2,888,941) Total: ($11,452,506) ($103,258) 1 ($11,555,764) Princinal After FY $42,793,361 $41,831,756 $16,393,177 $13,983,093 $11,452,506 Ending Princinal After FY $8,604,794.08 $5,746,830.40 $2,878,578.06 $0.00